First paint a price a cardboard white as the base coat.Collect some fluff.Kind of like the stuff in pillows.
You will need a hot glue gun.
Hot glue the fluff into cloud shapes.Paint it any color you like.I chose blue with a dark blue gradiant.I added some black into the color mix to add more darkness at the top.Put the clouds and other beads in the place you want them.Hot glue them in place.And you are finished.
The Salty Honeybee 