UNITED STATES
                       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): August 5, 1998


                              PALM DESERT ART, INC.
             (Exact name of registrant as specified in its charter)


       Delaware                    0-17623                  02-0429620
(State of Jurisdiction)          (Commission              (IRS Employer
                                 File Number)           Identification No.)


39-725 Garand Lane, Suite J, Palm Desert, CA                  92211
(Address of Principal Executive offices)                    (Zip Code)


Registrant's telephone number, including area code 760-360-5911







Item 1. Changes in Control of Registrant. None.

Item 2. Acquisition or Disposition of Assets.

Effective  August 1,  1998,  R. M. & M.  Acquisitions,  Inc.  (RAI),  a Delaware
corporation  and a wholly-owned  subsidiary of the  Registrant,  closed a merger
transaction  with R M & M  Framemakers,  Inc.  (RM&M),  a New  York  corporation
engaged in the art framing and gallery  business.  The transaction was closed on
August 5, 1998,  pursuant to a Merger  Agreement  and an  Agreement  and Plan of
Reorganization each dated as of August 1, 1998 by and among RAI, the Registrant,
RM&M and Robert and Susan Mohr, the sole shareholders of RM&M.

At the  closing,  all of the issued and  outstanding  shares of common  stock of
RM&M,  no par value,  were  delivered to RAI in exchange  for 645,000  shares of
$.001 par value common stock of the Registrant.

Prior to the merger, RM&M owned and operated six art framing shops and galleries
in the Upstate New York area.  The  Registrant  is a  integrated  publisher  and
retailer of limited-edition serigraphs,  lithographs and other works of fine art
created by  internationally  recognized  contemporary  artists.  The  Registrant
intends to convert into gallery  space all space at each of RM&M's six locations
which had been  utilized  for  framing  operations  and to remove  such  framing
operations to one centralized or regional framing location.

Item 3. Bankruptcy or Receivership. None.

Item 4. Changes in Registrant's Certifying Accountant. None.

Item 5. Other Events. None.

Item 6. Resignation of Registrant's Directors. None.

Item 7. Financial  Statements and Exhibits.  Registrant intends to file with the
Securities and Exchange Commission the audited financial  statements for R M & M
Framemakers,  Inc. within 75 days of closing the  aforementioned  transaction as
required by federal securities laws.

Item 8. Change in Fiscal Year. None.

Item 9. Sale of Equity Securities Pursuant to Regulation S. None.


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                                   SIGNATURES

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

                                                    PALM DESERT ART, INC.
                                                      (Registrant)


Dated: August 20, 1998                              /s/ Hugh G. Pike
                                                    ----------------------------
                                                    Hugh G. Pike
                                                    Director and President
                                                    39-725 Garand Lane, Suite J
                                                    Palm Desert, CA  92211
                                                    (760) 360-5911



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