SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended   March 31, 2007

Commission File No. 000-52690


Art Design, Inc.
 (Exact Name of Small Business Issuer as specified in its charter)


Colorado
 86-1061005
(State or other jurisdiction
(IRS Employer File Number)
of incorporation)
 

   
3636 S. Jason
 
Englewood, Colorado
80113
(Address of principal executive offices)
(zip code)


(303) 781-7280
 (Registrant's telephone number, including area code)


Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]  No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes [X]    No [ ]

As of August 1, 2007, registrant had outstanding 10,820,600 shares of the registrant’s common stock.  The securities of this Company do not trade in a public market.

Transitional Small Business Disclosure Format (check one):  Yes [ ]    No [X]




FORM 10-QSB

Art Design, Inc.

TABLE OF CONTENTS


   
 Page
PART I  FINANCIAL INFORMATION
 
Item 1. Financial Statements for the period ended March 31, 2007
  2
      Consolidated Balance Sheet(Unaudited)
  3
      Consolidated Statements of Operations (Unaudited)
  4
      Consolidated Statements of Cash Flows (Unaudited)
  5
      Notes to Consolidated Financial Statements
  7
   
Item 2. Management’s Discussion and Analysis and Plan of Operation
   9 
   
Item 3. Controls and Procedures
14 
   
PART II  OTHER INFORMATION
 
   
  Item 1. Legal Proceedings
14 
  Item 2. Changes in Securities
14 
  Item 3. Defaults Upon Senior Securities
14 
  Item 4. Submission of Matters to a Vote of Security Holders
14 
  Item 5. Other Information
14 
  Item 6. Exhibits and Reports on Form 8-K
15 
   
Signatures
15
   
 


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PART I  FINANCIAL INFORMATION

References in this document to "us," "we," or "Company" refer to Art Design, Inc.

ITEM 1.  FINANCIAL STATEMENTS


ART DESIGN, INC.
BALANCE SHEET
(Unaudited)

   
Mar. 31, 2007
 
ASSETS
     
       
Current assets
     
      Cash
  $
31,166
 
      Accounts receivable
   
217
 
             Total current assets
   
31,383
 
         
      Deferred offering costs
   
24,543
 
      Fixed assets
   
13,269
 
      Less accumulated depreciation
    (9,902 )
     
27,910
 
         
Total Assets
  $
59,293
 
         
         
LIABILITIES & STOCKHOLDERS' EQUITY
       
         
Current liabilities
       
       Accounts payable - related party
  $
14,125
 
      Prepaid revenue
   
3,318
 
      Note payable - related party
   
34,201
 
             Total current liabilties
   
51,644
 
         
Total Liabilities
   
51,644
 
         
Stockholders' Equity
       
      Preferred stock, $.10 par value;
       
          1,000,000 shares authorized;
       
          No shares issued & outstanding
   
-
 
      Common stock, $.001 par value;
       
          50,000,000 shares authorized;
       
          10,300,000 shares
       
          issued & outstanding
   
10,300
 
      Additional paid in capital
   
74,399
 
      Accumulated deficit
    (77,050 )
         
Total Stockholders' Equity
   
7,649
 
         
Total Liabilities and Stockholders' Equity
  $
59,293
 


The accompanying notes are an integral part of the financial statements.

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ART DESIGN, INC.
STATEMENTS OF OPERATIONS
(Unaudited)


   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
Mar. 31, 2006
   
Mar. 31, 2007
 
             
             
Sales - net of returns
  $
6,213
    $
-
 
Cost of goods sold - related party
   
5,899
         
                 
Gross profit
   
314
     
-
 
                 
Operating expenses:
               
     Amortization & depreciation
   
259
     
444
 
     General and administrative
   
741
     
11,132
 
     General and adm. - related party
   
1,500
     
3,000
 
     
2,500
     
14,576
 
                 
Gain (loss) from operations
    (2,186 )     (14,576 )
                 
Other income (expense):
               
                 
     
-
     
-
 
                 
Income (loss) before
               
     provision for income taxes
    (2,186 )     (14,576 )
                 
Provision for income tax
   
-
     
-
 
                 
Net income (loss)
  $ (2,186 )   $ (14,576 )
                 
Net income (loss) per share
               
(Basic and fully diluted)
  $ (2.19 )   $ (0.00 )
                 
Weighted average number of
               
common shares outstanding
   
1,000
     
10,300,000
 

The accompanying notes are an integral part of the financial statements.

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ART DESIGN, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)


(Continued On Following Page)


   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
Mar. 31, 2006
   
Mar. 31, 2007
 
Cash Flows From Operating Activities:
           
     Net income (loss)
  $ (2,186 )   $ (14,576 )
                 
     Adjustments to reconcile net loss to
               
     net cash provided by (used for)
               
     operating activities:
               
          Amortization & depreciation
   
259
     
444
 
          Donated services
   
1,500
     
3,000
 
          Accounts receivable
   
2,189
     
15,353
 
          Accrued payables - related party
            (7,546 )
          Accrued payables
   
1,095
         
          Unearned revenue
           
3,318
 
               Net cash provided by (used for)
               
               operating activities
   
2,857
      (7 )
                 
                 
Cash Flows From Investing Activities:
               
     
-
     
-
 
               Net cash provided by (used for)
               
               investing activities
   
-
     
-
 

 
The accompanying notes are an integral part of the financial statements.

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ART DESIGN, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)


(Continued From Previous Page)


   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
Mar. 31, 2006
   
Mar. 31, 2007
 
             
Cash Flows From Financing Activities:
           
             
               Net cash provided by (used for)
           
               financing activities
   
-
     
-
 
                 
Net Increase (Decrease) In Cash
   
2,857
      (7 )
                 
Cash At The Beginning Of The Period
   
6,090
     
31,173
 
                 
Cash At The End Of The Period
  $
8,947
    $
31,166
 
                 
                 
Schedule Of Non-Cash Investing And Financing Activities
         
                 
In 2006 the Company issued 4,899,000 shares valued at $9,799 for
         
related party debt relief.
               
                 
Supplemental Disclosure
               
                 
Cash paid for interest
  $
-
    $
-
 
Cash paid for income taxes
  $
-
    $
-
 


The accompanying notes are an integral part of the financial statements.

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ART DESIGN, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Art Design, Inc. (the “Company”), was incorporated in the State of Colorado on January 16, 2002. The Company sells art work and interior decorating to professional and business offices.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At March 31, 2007 the Company had no balance in its allowance for doubtful accounts.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life, which is five years for vehicles, computers and other items.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectibility is reasonably assured. Standard contract policy calls for partial payment up front with balance due upon receipt of final billing.


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ART DESIGN, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)


NOTE 1.   ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.




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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-QSB. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements
 
This Quarterly Report on Form 10-QSB and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management.  Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-SB, and Annual Reports on Form 10-KSB, Quarterly reports on Form 10-QSB and any Current Reports on Form 8-K.
 
Overview and History
 
Art Design, Inc. was incorporated in the State of Colorado on January 16, 2002. We are a provider of custom framed artwork, accessories and interior design consulting. We market and sell our products and services to commercial and professional business offices, along with residential clients. We believe we have developed a presence in the State of Colorado for creating custom framed mirrors, art, and design furnishings.

On June 18, 2007 we closed our public offering. We sold a total of 520,600 shares at a price of $.25 per share, for a total of $130,150.

Our headquarters are located at 3636 S. Jason, Englewood, Colorado 80113. Our phone number at our headquarters is (303) 781-7280. Our fiscal year end is March 31.
 
We have not been subject to any bankruptcy, receivership or similar proceeding.
 
Results of Operations
 
The following discussion involves our results of operations for the quarters ending March 31, 2007 and March 31, 2006.

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Comparing our operations, we had no sales-net of returns of for the three months ended March 31, 2007. This compares with sales-net of returns of $6,213 for the three months ended March 31, 2006.

Our costs of goods for the three months ended March 31, 2007 was $-0-. Our costs of goods for the three months ended March 31, 2006 was $5,899,or approximately 95% of sales-net of returns. Costs of goods sold include all direct costs incurred in selling products. We do not separate sales of different product lines into operating segments.

The difference between total sales-net of returns and costs of goods is gross profit. Our gross profit for the three months ended March 31, 2007 was $-0-. This compares with gross profit for the fiscal year ended March 31, 2006 was $314.

To the extent that we market more products and fewer consulting services in connection with our sales, our cost of goods is a much larger factor, which tends to reduce our gross profitability. We make a higher gross profit from our consulting services than from our product sales. In addition, some product sales have higher profit margins.

Operating expenses, which includes depreciation and general and administrative expenses for the three months ended March 31, 2007 was $14,576. This compares to operating expenses for the three months ended March 31, 2006 of $2,500. The major components of operating expenses include professional fees, salaries and associated payroll costs, rent and telephone expenses.

We believe that operating expenses in current operations should remain fairly constant as product sales and consulting services improve. Each additional sale or service and correspondingly the gross profit of such sale or service have minimal offsetting operating expenses. Thus, additional sales could become profit at a higher return on sales rate as a result of not needing to expand operating expenses at the same pace.

We had a net loss of $14,576 for the three months ended March 31, 2007. This compares with a net loss of $2,186 for the three months ended March 31, 2006.

Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. This has not always been the case, since we have had a history of losses. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $36,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

We have a history of losses. Furthermore, our losses may continue into the future. We have never had a profitable fiscal year, including the fiscal year ended December 31, 2007.

We have had declining revenues in each of the quarters ending March 31, 2007 and March 31, 2007. The changes in revenues from year to year have been a direct result of our marketing efforts, or lack thereof, and the number of clients and projects we generate.

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Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate clients who will purchase our products and use our services and our ability to generate revenues.

We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $33,000 in operating costs over the next three months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business
 
Liquidity and Capital Resources

As of March 31, 2007, we had cash or cash equivalents of $31,166.

Net cash used for operating activities was $7 for the period ended March 31, 2007, compared to cash used for operating activities of $2,857 for the period ended March 31, 2006. We anticipate that overhead costs in current operations will remain fairly constant as sales improve.

Cash flows used or provided by investing activities were $-0-for both periods.

Cash flows used or provided by financing activities were $-0-for both periods.

Over the next three months our capital costs will be approximately $10,000 to $12,000 primarily to expand our current operations. We plan to buy additional equipment to be used in our operations.
 
We believe that our recent public offering will provide sufficient capital in the short term for our current level of operations. This is because we believe that we can attract sufficient additional product sales and services within our present organizational structure and resources to become profitable in our operations. Additional resources will be needed to expand into additional locations, which we have no plans to do at this time.

Otherwise, we do not anticipate needing to raise additional capital resources in the next three months.

Until current operations become cash flow positive, our officers and directors may be required to fund the operations to continue the business. Other than our cash, at this time we have no other resources on which to get funds if needed without their assistance.

Our principle source of liquidity is our operations. Our variation in revenues is based upon the level of our sales activity and will account for the difference between a profit and a loss. Also business activity is closely tied to the economy of Denver and the U.S. economy. A slow down in interior design work will have a negative impact to our business. In any case, we try to operate with minimal overhead. Our primary activity will be to seek to expand the interior design projects and, consequently, our sales. If we succeed in expanding our client base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.

Plan of Operation

Our plan for the twelve months immediately after the closing of our recent public offering is to operate at a profit or at break even. Our plan is to attract sufficient additional product sales and services within our present organizational structure and resources to become profitable in our operations.

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Currently, we are conducting business in only one location in the Denver Metropolitan area. We have no plans to expand into other locations or areas. The timing of the completion of the milestones needed to become profitable are not directly dependent on the success of our recent public Offering. We believe that we can achieve profitability as we are presently organized with sufficient business.
 
Other than the shares offered by this prospectus no other source of capital has been identified or sought.

If we are not successful in our operations we will be faced with several options:

 
1.
Cease operations and go out of business;

 
2.
Continue to seek alternative and acceptable sources of capital;

 
3.
Bring in additional capital that may result in a change of control; or

 
4.
Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources.

Currently, we have sufficient capital to implement our proposed business operations or to sustain them for the next three months. If we can become profitable, we could operate at our present level indefinitely.

With the proceeds of our recent public offering, we believe that we can adjust our sales and expenses to operate for at least one year before we become profitable or go out of business.

To date, we have never had any discussions with any possible acquisition candidate. However, if we cannot operate our business in a profitable manner, we may seek other opportunities, including, but not limited to, one or more acquisitions.

Proposed Milestones to Implement Business Operations
 
At the present time, we are operating from one location in the Denver Metropolitan area. Our plan is to make our operation profitable by the end of our next fiscal year. We estimate that we must generate approximately $3,000 in sales per month to be profitable.

We believe that we can be profitable or at break even by the end of the current fiscal year, assuming sufficient sales. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital financing is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. This has not always been the case, since we have had a history of losses. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $36,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.


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We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $33,000 in operating costs over the next three months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business
 
No commitments to provide additional funds have been made by management or current shareholders. There is no assurance that additional funds will be made available to us on terms that will be acceptable, or at all, if and when needed. We expect to continue to generate and increase sales, but there can be no assurance we will generate sales sufficient to continue operations or to expand.

We also are planning to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients.

In the next 12 months, we do not intend to spend any funds on research and development and do not intend to purchase any large equipment.

Critical Accounting Policies

We have identified the following policies below as critical to our business and results of operations. For further discussion on the application of these and other accounting policies, see Note 1 to the accompanying audited financial statements for the year ended March 31, 2007, included elsewhere in this Prospectus. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.


Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality

We do not expect our sales to be impacted by seasonal demands for our products and services.


- 13 -


Trends

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on the net sales or revenues or income from our proposed operations. Our management has not made any commitments, which will require any material financial resources.


ITEM 3.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
PART II.  OTHER INFORMATION

 
ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.
 

 
ITEM 2.  CHANGES IN SECURITIES
    None
 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
    None
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    None
 

ITEM 5.  OTHER INFORMATION

                  None

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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 
Exhibit
Number
 
 
Description
3.1*
Articles of Incorporation
3.2*
Amended and Restated Articles of Incorporation
3.3*
Bylaws
31.1
Certification of CEO/CFO pursuant to Sec. 302
32.1
Certification of CEO/CFO pursuant to Sec. 906

* Previously filed with Form SB-2 Registration Statement, July 25, 2006.

Reports on Form 8-K

We filed no under cover of Form 8K for the fiscal quarter ended March 31, 2007.


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 thereunto duly authorized on AUGUST 3, 2007.


 
 
Art Design, Inc.
 
Date:   AUGUST 3, 2007
By   :
/s/  Kathy Sheehan
 
 
Kathy Sheehan, President and Chief Executive and Financial Officer




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