SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF ~~THE SECURITIES AND EXCHANGE ACT OF 1934~~

~~Date~~THE ofSECURITIES ~~Report~~AND ~~(Date~~EXCHANGE orACT ~~earliest~~OF ~~event reported): June 7, 2021~~1934

~~HMG/COURTLAND~~Date ~~PROPERTIES, INC. (Exact Name~~ of ~~Registrant~~Report as(Date ~~Specified~~or inearliest ~~its~~event ~~Charter~~reported): June 14, 2021

~~Delaware (State~~HMG/COURTLAND orPROPERTIES, ~~Other Jurisdiction of Incorporation or Organization)~~INC.

1-7865		59-1914299
(Commission File No)		(I.R.S. Employer Identification No.)
1870 S. Bayshore Drive Coconut Grove, Florida		33133
(Address of Principal Executive Offices)		(Zip Code)

(Exact Name of Registrant as Specified in its Charter)

~~(305)854-6803 (Registrant’s Telephone Number, Including Area Code)~~Delaware

~~N/A~~ (~~Former~~State ~~Name~~ or ~~Former~~Other ~~Address,~~Jurisdiction ifof ~~Changed~~Incorporation or ~~Since Last Report~~Organization)

1-7865	59-1914299
(Commission File No)	(I.R.S. Employer Identification No.)

1870 S. Bayshore Drive Coconut Grove, Florida (Address of Principal Executive Offices)	33133 (Zip Code)

(305)854-6803

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-1(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

OnManagement ~~June~~is 4,considering ~~2021,~~revoking (the ~~Board~~“Revocation”) the ofreal ~~Directors~~estate ~~(the~~investment trust (“~~Board~~REIT”) status of HMG/Courtland Properties, Inc., ~~a Delaware company~~ (the “Company”), ~~elected~~followed by ~~Alan~~the N.adoption ~~Finkelstein~~of toa ~~the~~plan ~~Board,~~of ~~effective immediately.~~liquidation ~~Mr.~~(the ~~Finkelstein,~~“Liquidation”) ~~74,~~of isthe aCompany. ~~Florida~~The ~~Certified~~purpose ~~Public~~of ~~Accountant~~this Revocation and ~~has~~Liquidation is ~~over~~to 50liquidate ~~years~~the inCompany’s ~~tax~~operations/assets ~~and~~in ~~accounting~~an ~~experience. Mr.~~orderly ~~Finkelstein~~manner isbased ~~currently~~upon amarket ~~sole~~conditions ~~practitioner.~~permitting ~~From~~reasonable ~~2016~~exit values tofor ~~2021,~~its Mrexisting portfolios. ~~Finkelstein~~Because ~~was~~of athe ~~director~~complexities ofassociated ~~various~~with ofmaintaining ~~the~~REIT ~~Company’s subsidiaries~~status asduring ~~well~~this asLiquidation and a ~~director~~two-year ~~and~~REIT ~~consultant~~liquidation ~~of HMGA~~constraint, ~~Inc.~~if ~~(the~~ultimately ~~“Advisor”)~~executed, ~~Trustee~~the ofCompany ~~Transco~~plans ~~Realty~~to ~~Trust~~revoke ~~and director~~REIT ofstatus ~~Transco’s~~effective ~~wholly~~January ~~owned~~1, 2022, ~~subsidiary~~and ~~Masscap~~undertake ~~Investment~~this ~~Company,~~Liquidation ~~Inc.~~process Heover is a ~~graduate~~multi-year ~~of the University of Florida~~period.

~~Mr.~~The ~~Finkelstein~~information ~~will~~provided ~~be compensated~~ in ~~accordance~~this ~~with the~~Item ~~Company’s~~7.01, ~~standard~~shall ~~compensation~~be ~~policies~~deemed "furnished" and ~~practices~~shall ~~for~~not ~~the~~be ~~Board,~~deemed "filed" for the ~~components~~purposes of ~~which~~Section ~~were~~18 ~~disclosed~~of in the ~~Company’s Proxy~~Securities ~~Statement~~Exchange ~~for~~Act ~~its 2020 Annual Meeting~~ of ~~Shareholders~~1934, ~~filed~~as ~~with~~amended (the ~~Securities and~~ Exchange ~~Commission~~Act), onor ~~August~~otherwise ~~27,~~subject ~~2020, in~~to the ~~section~~liability ~~entitled~~of ~~“Compensation~~such ofsection, ~~Directors~~nor ~~and~~shall ~~Executive~~it ~~Officers.”~~be ~~There~~incorporated ~~are~~by noreference ~~transactions~~in orany ~~relationships~~filing made ~~between~~by the Company ~~and~~pursuant ~~Mr.~~to ~~Finkelstein~~the ~~that~~Securities ~~are~~Act ~~reportable~~of ~~under~~1933, ~~Item~~as ~~404~~amended (a)the ofSecurities ~~Regulation~~Act), ~~S-K.~~or ~~Mr.~~the ~~Finkelstein~~Exchange isAct, ~~expected~~regardless toof the ~~stand~~general ~~for~~incorporation ~~reelection~~language of such filing, except to the ~~Board~~extent atthat ~~the~~such ~~2021~~filing ~~Annual~~incorporates ~~Meeting~~by reference any or all of ~~Shareholders~~such information by express reference thereto.

~~Signatures~~Cautionary Statements

~~Pursuant~~Disclosures toin this current report on Form 8-K contains certain forward-looking statements within the ~~requirements~~meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties, including those contained in the Company’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December ~~Act~~31, of2020, ~~1934~~and its quarterly report on Form 10-Q for the quarter ended March 31, 2021. Without limiting the ~~registrant~~generality ~~has~~of ~~duly~~the ~~caused~~foregoing, forward-looking statements contained in this current report on Form 8-K specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the Company and its subsidiaries, including whether the Revocation, the Liquidation, and the other transactions involving the Revocation and the Liquidation are completed, as expected or at all, and the timing of the Revocation, the Liquidation and such other transactions, including the timing of when the Company’s common stock will cease trading on the NYSE; whether the conditions to the Revocation and the Liquidation can be ~~signed~~satisfied; whether the operational, financial and strategic benefits of the Revocation and the Liquidation can be achieved; and whether the costs and expenses of the Revocation, the Liquidation and the other transactions involving the Revocation and the Liquidation can be controlled within expectations. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on ~~its~~forward-looking ~~behalf~~statements byas a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events. While the ~~undersigned~~Company ~~hereunto~~considers ~~duly~~these ~~authorized~~expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control.

~~HMG/COURTLAND~~ ~~PROPERTIES, INC. By: /S/ MAURICE WIENER Maurice Wiener~~Signatures

~~Date:~~Pursuant ~~June~~to 7the requirements of the Securities Exchange Act of 1934, ~~2021~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HMG/COURTLAND PROPERTIES, INC.

	By:	/S/ MAURICE WIENER
		Maurice Wiener

Date:

June 14, 2021

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