UNITED STATES 
                   SECURITIES & EXCHANGE COMMISSION 
                       Washington, D.C., 20549 
 
                             FORM 10-QSB
     
[X]   QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15(d) 
      OF THE SECURITIES EXCHANGE ACT OF 1934 
      For the Quarterly Period Ended March 31, 1998 
                               OR 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) 
     OF THE SECURITIES EXCHANGE ACT OF 1934 
     For the Transition Period from  ______ to  ______ 
 
Commission File No. 
 33-17229-D 
 
                          ART CARDS, INC.                  
    (Exact name of Registrant as specified in its Charter) 
 
   Colorado                                           84-00978689     
   (State or other jurisdiction of                   (I.R.S. Employer 
   incorporation or organization)                     Ident. Number) 
     
           933 Pearl Street, Denver, Colorado 80203       
         (Address of principal executive offices) 
 
Issuer's telephone number: (303) 831-9335 
 
Check  whether the issuer (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months 
and (2) has been subject to such filing requirements for the past 90 days. 
 
                        Yes [X]            No [  ] 

As of April 30, 1998, the Registrant had 976,602,000 shares of its $0.0001 par 
value common stock outstanding. 
 


ART CARDS, INC. 
Form 10-QSB Quarterly Report 
 
Table of Contents 
 
Part I - Financial Statements 
 
      Item 1 - Financial Statements 

      Condensed Balance Sheets 
       as of March 31, 1998 and December 31, 1997
 
      Condensed Statements of Operations 
       for the three months ended March 31, 1998 and 1997

     Condensed Statements of Cash Flows 
	 for the three months ended March 31, 1998 and 1997
     
	Notes to Condensed Financial Statements 


     Item 2 - Management's Discussion and Analysis or Plan of Operation
 
Part II - Other Information 
 
     Exhibits and Reports on Form 8-K 
 
     (A)  Exhibits - None 
 
     (B)  Reports on Form 8-K 
 


























<TABLE>
<CAPTION>
ART CARDS, INC
Condensed Balance Sheets 
                                      
                                          September 30,        December 31, 
                                              1998               1997
                                          (Unaudited)
<S>                                       <C>                  <C> 
ASSETS 
 
CURRENT ASSETS: 
  Cash                                    $         5          $       10  
                                          -----------          ----------
  TOTAL ASSETS                                      5                  10  
                                          ===========          ==========
 
LIABILITIES AND SHAREHOLDERS' DEFICIT 
 
CURRENT  LIABILITIES: 
  Accounts Payable                        $         0          $        0  
  Accrued liabilities, officer                 61,960              71,960  
                                          -----------          ----------
  TOTAL CURRENT LIABILITIES                    61,960              71,960 
                                          -----------          ----------  
SHAREHOLDERS' DEFICIT: 
  Common Stock, $.0001 par value, 
  3,000,000,000 shares authorized, 
  976,602,000  and 876,602,000shares
  issued and outstanding as of 
  March 31,1998 and December 31, 1997,
  respectively
                                              97,660              87,660  
  Additional paid-in capital                 950,373             950,373  
  Accumulated deficit                     (1,109,988)         (1,109,983) 
                                          -----------          ---------- 
  TOTAL SHAREHOLDERS' DEFICIT                (61,955)            (71,950) 
                                          -----------          ----------     
TOTAL LIABILITIES AND 
  SHAREHOLDERS' DEFICIT                   $         5          $       10  
                                          ===========          ==========
 <CAPTION>
"See notes to condensed financial statements." 
 
 </TABLE>














<TABLE>
<CAPTION>
ART CARDS, INC. 

Condensed Statements of Operations (unaudited) 
 

                                    For the Three            For the Three 
                                     Months Ended             Months Ended 
                                    March 31,1998            March 31, 1997                           
                                         
<S>                                 <C>                      <C> 
Sales, net                          $         0             $           0  
         ,                           ----------              ------------ 
OPERATING EXPENSES: 
  Bank charges                                5                        30  
  Professional fees                                                12,625    
  Filing fees 				                                  500
  Travel expenses	     			                                  875
                                     ----------              ------------
  TOTAL OPERATING EXPENSES                 (  5)                  (14,030)
                                     ----------              ------------
Operating loss                             (  5)                  (14,030)
Other Income                                                       17,200 
                                     ----------              ------------
NET INCOME(LOSS)                    $      (  5)           $        3,170  
                                     ==========              ============ 
NET INCOME (LOSS) 
PER SHARE OF COMMON STOCK       $         *                 $          *  
 
AVERAGE COMMON SHARES OUTSTANDING  911,835,333                876,602,000 
 
 
* less than $.01 per share 
 
 <CAPTION>
"See notes to condensed financial statements." 
 </TABLE>


















<TABLE>
<CAPTION>
ART CARDS, INC. 
Condensed Statements of Cash Flows (Unaudited) 
 
                                              For the Three       For the Three 
                                              Months Ended         Months Ended 
                                              March 31, 1998      March 31, 1997 
                                              
OPERATING ACTIVITIES: 
<S>                                           <C>                 <C> 
  Net Income(Loss)                            $    (  5)          $     3,170 
   Adjustments to reconcile net loss 
   to net cash used in operating 
    activities: 

  Changes in operating assets 
  and liabilities: 

Increase (decrease) in accounts 
 payable and other current 
  liabilities                                                          (3,290)  
                                              ---------             --------- 
NET CASH USED IN OPERATING ACTIVITIES              (  5)                 (120)  
                                              ---------             ---------
FINANCING ACTIVITIES: 
 
  Proceeds from issuance of 
    Common stock                                      0                   200  
                                              ---------             ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES             0                   200  
                                              ---------             ---------  
INCREASE (DECREASE) IN CASH 
  AND CASH EQUIVALENTS                              ( 5)                   80  
 
 
CASH AND CASH EQUIVALENTS, 
  BEGINNING OF THE PERIOD                    $       10            $        0  
                                              ---------             ---------
CASH AND CASH EQUIVALENTS, 
  END OF THE PERIOD                          $        5            $       80  
                                              =========             =========      
<CAPTION>
"See notes to condensed financial statements." 

</TABLE>











ART CARDS, INC. 
 
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 
 
NOTE A - BASIS OF PRESENTATION 
 
The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information and with the instructions to Form 10-QSB and Regulation
S-B. Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete financial 
statements. The accompanying statements should be read in conjunction with 
the audited financial statements included in the Company's 1997 Annual 
Report on Form 10-KSB. In the opinion of management, all adjustments 
(consisting only of normal recurring accruals) considered necessary in 
order to make the financial statements not misleading, have been included. 
Operating results for the three months ended March 31, 1998, are not 
necessarily indicative of the results that may be expected for the full 
calendar year ended December 31, 1998. The financial statements are 
presented on the accrual basis. 

The Financial Standards Board has recently issued Statement of Financial 
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of 
Long-Lived Assets" and SFAS No. 123, "Accounting for Stock-Based 
Compensation." SFAS No. 121 requires that long-lived assets and certain 
identifiable intangibles be reported at the lower of the carrying amounts or 
their estimated recoverable amount and the adoption of this statement by the
 Company is not expected to have an impact on the financial statements. SFAS
the fair value based method has been adopted. The Company has not yet 
determined how SFAS No. 123 will be adopted nor its impact on the financial 
statements. Both statements are effective for fiscal years beginning after 
December 15, 1995.

On February 6, 1998 the Company issued 100,000,000 shares of its $.0001 par 
value common stock for partial settlement of $10,000 owed to the President 
of the Company. 

NOTE B - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  
 
Liquidity and Capital Resources 
 
During the first three months of 1998, the Company's working capital deficit 
increased by $5.
 
Results of Operations 
 
The results of operations for the three months ended March 31, 1998 and 1997 
reflect the cessation of operations of the Company. Since 
the Company has ceased operations, it has minimal operating expenses. 
Operating expenses primarily represent legal and accounting fees. 
 
 
SIGNATURES 
 
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.   
 
 
 
 
Dated: May 14, 1998                  /S/ Richard Miller
                                     Richard Miller 
                                     President, Chief Executive Officer
                                     and Principal Financial Officer