ART CARDS INC
8-K, 1996-06-13
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported) May 16, 1996



                                 ART CARDS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)




        Colorado                   33-17229-D               84-0978589
 ---------------------------   -------------------       -----------------
(State or other jurisdiction  (Commission File No.)     (I.R.S. Employer
 of incorporation)                                       Identification No.)





                    933 Pearl Street, Denver, Colorado 80203
                    ----------------------------------------
                    (Address of principal executive offices)



        Registrant's telephone number including area code: (303) 831-9335




                                                                  4 Total Pages

                                      - 1 -


<PAGE>



Item 8.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     (a) On May 16, 1996, the Company  retained the firm of Janet Loss,  C.P.A.,
P.C. to serve as the Company's  principal  independent  accountants  in place of
Mitchell o Finley and Company,  P.C.,  which had served in that capacity for the
two fiscal years ended December 31, 1993. On June 7, 1996,  the Company  advised
Mitchell o Finley and Company,  P.C. that the Company was terminating Mitchell o
Finley and Company, P.C. as the Company's principal  independent  accountants as
of May 16, 1996.

     (b) There were no disagreements during the Company's two fiscal years ended
December 31, 1993, or any interim period subsequent  thereto between the Company
and Mitchell o Finley and Company,  P.C. on any matter of accounting  principles
or practices,  financial  statement  disclosure,  or auditing scope or procedure
which,  if not  resolved to the  satisfaction  of Mitchell o Finley and Company,
P.C., would have caused Mitchell o Finley and Company, P.C. to make reference in
its reports to the subject matter of such disagreement.

     (c) The  opinions of Mitchell o Finley and Company,  P.C. on the  Company's
financial  statements  for the fiscal  years ended  December  31, 1993 and 1992,
contained no adverse  opinion or disclaimer  of opinion,  nor were such opinions
qualified as to uncertainty,  audit scope or accounting principles,  except that
such opinions raised  substantial  doubt about the Company;s ability to continue
as a going concern.

     (d) The decision to change  accountants  was not approved by the  Company's
Board of Directors or any committee thereof.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements--Not Applicable.

     (b) Exhibits.

     (16) Letter on Change in Certifying Accountant.




                                      - 2 -

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    June 11, 1996

                                               ART CARDS, INC.



                                               By /s/ Richard H. Miller,
                                                 ------------------------------
                                                  Richard H. Miller, President








                                      - 3 -

<PAGE>



                                  EXHIBIT INDEX


Exhibit           Description                                          Page No.
- - -------           -----------                                          --------
16                Letter on Change in Certifying Accountant               5





                                      - 4 -






June 10, 1996



United States Securities and
  Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549

Gentlemen:

     We have reviewed and agree with the comments in Item 4 of Art Cards,  Inc's
Current Report on Form 8-K dated May 16, 1996.


/s/ Mitchell Finley and Company, P.C.
Mitchell . Finley and Company, P.C.
                                      - 5 -



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