In the field of developmental psychology, mindfulness, or the state of present awareness, has shown promising results in enhancing self-regulation abilities in children in classroom settings. Such findings may suggest particular benefits to children with learning differences, who commonly struggle with the ability to control thoughts, emotions, and behaviours due to neurologically- based challenges. Unfortunately, many mindfulness interventions, which include activities such as yoga and martial arts, require specialized training on behalf of the instructors. Furthermore, formal mindfulness practices (such as meditation) do not suit the limited attentional capacities of young children. A similar intervention that requires introspection, art therapy has presented art-making as a familiar, non-verbal, engaging, and enjoyable action that “demands presence in body, mind, feelings and, many would say, soul” (Learmonth & Huckvale, 2008, p.11). Borrowing concepts from art therapy, this thesis project explores art-making as a way for children with learning differences to practice mindfulness in classroom settings. Specifically, this project introduces a tool that implements mindful art-making as a transitional activity in grades 1-3 classrooms. The research takes place at Kenneth Gordon Maplewood School (KGMS), an alternative elementary school in North Vancouver for students with learning differences. Through iterative processes of prototyping, user testing, and feedback, this research devises a mindfulness tool that accommodates both for the gifts and challenges of children with learning differences, and the skillsets of their teachers.