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
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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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