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): ~~June~~December 2921, ~~2020~~ 2022

PGI INCORPORATED (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Florida

1-6471

59-0867735

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Florida	1-6471	59-0867735
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

212 SOUTH CENTRAL, SUITE 304, ST. LOUIS, MO 63105

212 South Central, Suite 304, St. Louis, MO	63105
(Address of principal executive offices)	(Zip Code)

(Address of principal executive offices) (Zip Code)

(314) 512-8650

(Registrant’s telephone number, including area code)

_______________________________________________________________

(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~~23.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR ~~240~~24.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR ~~240~~24.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR ~~240~~24.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

~~Other Events~~Effective December 21, 2022, the Officers and Directors of PGI Incorporated (“PGI” or the “Company”) have executed a Resolution to cease operations and allow the dissolution and wind up of its affairs.

~~Effective~~The ~~June~~Resolution ~~29, 2020,~~approves ~~PGI~~the ~~Incorporated~~sale ~~(“PGI”~~of or the “ Company”)’s ~~has~~last ~~filed~~remaining ~~Form~~parcel ~~10-Q~~of ~~for~~value ~~the~~to ~~quarter~~Love ~~ended March~~Investment 31Company (“LIC”), ~~2020~~a asMissouri anCorporation, ~~“Inactive~~as ~~Registrant”~~well ~~with~~as the ~~Securities~~ ~~and~~Company’s ~~Exchange~~primary ~~Commission~~preferred ~~(the “SEC”)~~shareholder. ~~PGI~~The ~~did not~~parcel ~~engage~~is ~~it’s~~approximately ~~certifying~~seven ~~accountants~~acres tolocated ~~review~~in ~~the financial~~Citrus ~~records~~County, ~~for~~Florida ~~such~~and ~~period.~~was ~~The~~judged ~~Company~~to ~~has~~be ~~judged~~a ~~it necessary~~“contaminated tosite” ~~preserve~~in ~~its~~May ~~remaining~~1995 ~~cash~~by ~~and~~the ~~for~~Florida ~~that~~Department ~~reason~~of ~~has suspended~~Environmental ~~continuing~~Protection ~~its~~“(FDEP”). ~~use~~After years of ~~its~~clean-up ~~accounting~~activities ~~firm~~by ~~and~~the ~~legal advisor~~Company, toFDEP ~~review~~advised in its ~~quarterly~~May ~~financial~~8, ~~statements~~2020 ~~and~~Conditional ~~documents related~~Site toRehabilitation Completion Order that the ~~SEC~~Company ~~quarterly~~had ~~filing~~satisfied the rehabilitation requirements. During 2021 and 2022, the ~~expenses attendant~~Company ~~thereto.~~has Asmarketed anthe ~~Inactive~~parcel. ~~Registrant~~During 2022, ~~PGI~~several ~~intends~~unsuccessful ~~to continue~~third-party ~~timely~~transactions toindicate ~~file~~the ~~Quarterly~~parcel ~~Reports~~has onan ~~Form~~aggregate ~~10-Q~~net ~~and~~value ~~Annual Reports~~of onno ~~Form~~more ~~10-K~~than ~~with~~$200,000. ~~the~~There ~~SEC~~are ~~without~~no ~~review~~pending bythird ~~the Company’s~~party ~~PCAOB~~offers ~~registered~~or ~~accounting~~apparent ~~firm~~opportunities for sale.

The ~~Company,~~ ~~formerly~~Board ahas ~~Florida~~accepted ~~residential~~the ~~developer,~~LIC isoffer ~~dormant with less than 70 acres of remaining landholdings, much of which has little value due~~ to ~~various~~purchase ~~restrictions.~~the ~~The~~respective ~~Company’s consolidated~~seven-acre ~~financial~~parcel ~~statements~~for ~~show it has~~ a ~~Stockholders’ Deficiency~~purchase ofprice ~~$93 million as~~ of ~~March 31~~$200, ~~2020~~000. ~~The Company’s certifying accounting firm~~00, ~~Milhouse~~consistent &with ~~Neal,~~the ~~LLC (“Milhouse~~offer &in ~~Neal”) Report of Independent Registered Public Accounting Firm, dated March 12, 2020, expressed a “going concern” opinion for~~ the ~~Company’s fiscal~~most ~~year~~recent ~~ended~~failed ~~December~~sale ~~31, 2019 (“Fiscal 2019”) and a similar opinion had been expressed by previous accounting firms for many years~~transaction.

~~PGI~~The ~~has had~~Resolution nofurther ~~trading~~approves ofthe ~~its~~net ~~securities~~proceeds inof ~~many~~the ~~years.~~sale ~~Any~~of ~~future~~the ~~real estate~~Citrus ~~transactions~~County byParcel ~~the~~to ~~Company~~be ~~will~~paid bein ~~limited,~~full ~~uncertain~~settlement asof ~~to timing~~the ~~and~~remaining asaggregate tobalance ~~value.~~of ~~Ultimately,~~accrued ~~PGI~~interest ~~expects~~of ~~that~~the ~~proceeds~~Convertible ~~from sales~~Secured ofDebentures ~~its~~held ~~remaining~~by ~~real~~Love-1989 ~~estate~~Florida Partners L.P., ifa ~~any~~Missouri limited partnership, ~~will~~an ~~provide~~affiliate ~~some minimal~~of ~~recoveries~~the ~~for~~Company ~~PGI’s~~and ~~senior~~to ~~debtholders.~~LIC ~~PGI~~in ~~has~~proportion ~~been an~~to ~~SEC~~their ~~registrant~~respective ~~for~~outstanding ~~over~~balances 40which ~~years~~totals $52,709,836.

~~SIGNATURES~~For many years, the Company’s independent accountants and management stated in its SEC filings that there was substantial doubt about the Company’s ability to continue as a going concern. In early 2019, the Board of Directors of PGI concluded that as of 2017, PGI met and continues to meet all conditions under which a registrant may be deemed an “Inactive Entity” as that term is defined or contemplated in Rule 3-11 of Regulation S‑X.

~~Pursuant to~~The Company has been administratively dissolved by the ~~requirements~~Florida Secretary of State for the ~~Securities~~2022 ~~Exchange~~calendar ~~Act~~year. The costs of ~~1934~~continued operations, ~~as amended~~including insurance, ~~the~~administrative ~~Registrant~~expenses, ~~has~~SEC ~~duly~~filings, ~~caused~~tax ~~this~~return ~~report~~preparation and filing, and other expenses of the Company exceed any income to which the Company is or reasonably could be ~~signed~~entitled. ~~on its~~The ~~behalf~~net bycash used in operating activities for the ~~undersigned~~nine ~~hereunto~~months ~~duly authorized~~ending September 30, 2022 was $38,000, with $23,000 used for the year ended December 31, 2021 and with $228,000 used for the year ended December 31, 2020. As of September 30, 2022, the Company had a cash balance of $20,000.

	PGI INCORPORATED
Date: July 2, 2020	By:	/s/ Andrew S. Love
		Andrew S. Love
		Chairman of the Board and Secretary Duly Authorized Officer
		Duly Authorized Officer

SIGNATURES

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

	PGI INCORPORATED

Date: December 27, 2022	By:	/s/ Andrew S. Love
		Andrew S. Love Chairman of the Board and Secretary
		Duly Authorized Officer

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