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To: myturn who wrote (28587)2/17/2000 12:05:00 PM
From: Katie Kommando  Respond to of 150070
 
Can someone please tell me why ATCD is up 100% today?? I saw this at .05 cents but did not buy because of the following SEC filing:

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT

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

January 28, 2000
------------------------------------------------
Date of Report (date of earliest event reported)

ART CARDS, INC.
----------------------------------------------------
Exact name of Registrant as Specified in its Charter

Colorado 33-17229-D 84-00978689
--------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number

933 Pearl Street, Denver, Colorado 80203
----------------------------------------------------------
Address of Principal Executive Offices Zip Code

(303) 831-9335
--------------------------------------------------
Registrant's Telephone Number, Including Area Code


ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS

On January 28, 2000, Art Cards, Inc. (the "Company") and uMember.com,
Inc. ("uMember") signed a Letter of Intent whereby the Company plans to
acquire all of the outstanding shares of uMember in exchange for restricted
shares of the Company's common stock.

Prior to the closing, the Company intends to raise additional capital and
to hold a special shareholders meeting for the purpose of approving a name
change and a reverse split which will reduce the number of shares outstanding
prior to the closing to approximately 476,500.

If this transaction is consummated, the Company will issue 15,000,100
(post-split) restricted shares of its common stock to the shareholders of
uMember and 2,537,000 (post-split) restricted shares of its common stock for
various finders fees.

uMember.com, a California corporation, recently launched its one-stop
online "megastore" offering a wide range of brand name, competitively priced
merchandise and services with a major southern California credit union with
over 50,000 members and plans to set up similar online megastores with other
credit unions, large corporate groups and other organizations.

The closing of this transaction is subject to various matters including
the Company raising additional capital, the Company's shareholders approving
the name change and reverse stock split and the execution of a definitive
agreement which will contain various representations and warranties of each
party and which will be subject to the approval of the directors of each
company and the shareholders of uMember.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) EXHIBITS.

Exhibit 10 Letter of Intent dated January 28, 2000 between
Art Cards, Inc. and uMember.com, Inc. (filed
herewith electronically)

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.

ART CARDS, INC.

Dated: February 4, 2000 By:/s/ Richard Miller
Richard Miller, President