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EX-32 - EXHIBIT 32 - ProGreen Properties, Inc.ex32.htm
EX-31 - EXHIBIT 31 - ProGreen Properties, Inc.ex31.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
 
FORM 10-Q
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended July 31, 2011
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to _________________
 
Commission File Number 000-30563
 
PROGREEN PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
59-3087128
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
 380 North Old Woodward Ave., Suite 300
Birmingham, MI
48009
(Address of Principal Executive Offices)
(Zip Code)
 
(248) 530-0770
 (Registrant’s Telephone Number, Including Area Code)
                                      
(Former Name, Former Address and Former Fiscal Year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  
Yes x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  (Check One):

Large accelerated filer  o
 
Accelerated filer  o
Non-accelerated filer    o
 
Smaller reporting company  x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o  Yes  x No
 
The number of shares outstanding the issuer's common stock, par value $.0001 per share, was 104,329,703 as of September 9, 2011.
 
PROGREEN PROPERTIES, INC.
INDEX
 
 
Page
 
1
   
1
   
2
   
3
   
4
   
5
   
6
   
13
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 16
   
16
   
20
   
20
   
21
   
21
 
 
PART I. FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS
 
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended April 30, 2011.
 
The results of operations for the three months ended July 31, 2011 and 2010 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 
ProGreen Properties, Inc.
(formerly Diversified Product Inspections, Inc.)
 
Condensed Consolidated Balance Sheets
 
   
July 31,
2011
   
April 30,
2011
 
ASSETS
 
(Unaudited)
       
Rental property, net accumulated depreciation of $8,718 and $5,801
  $ 455,306.00     $ 307,653.00  
Properties under development
    43,079.00       175,688.00  
Cash
    76,359.00       157,707.00  
Note receivable
    76,023.00       76,157.00  
Prepaid expenses
    12,618.00       15,942.00  
Deposits
    5,000.00       6,000.00  
Property and equipment:
               
Equipment and furniture, net of accumulated depreciation of $2,546 and $1,193
    26,294.00       27,647.00  
Total assets
  $ 694,679.00     $ 766,794.00  
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Accounts payable and accrued expenses
  $ 42,282.00     $ 41,448.00  
Accrued interest
    49,562.00       32,548.00  
Deferred revenue
    1,300.00       1,300.00  
Note payable
    17,716.00       18,999.00  
Tenant deposits
    11,024.00       9,262.00  
Convertible debenture payable to related party (net of unamortized discount of $32,345 and $43,706)
    467,655.00       456,294.00  
Total liabilities
    589,539.00       559,851.00  
Stockholders' equity
               
Preferred stock, $.0001 par value, 10,000,000 shares authorized,
               
no shares issued and outstanding
    -       -  
Common stock, $.0001 par value, 250,000,000 authorized and 104,329,703 outstanding at July 31, 2011; 250,000,000 shares authorized and 103,929,703 outstanding at April 30, 2011
    10,433.00       10,393.00  
Common stock, $.0001 par value, 9,775,171 subscribed not issued
    978.00       978.00  
Additional paid-in capital
    2,997,720.00       2,986,358.00  
Less: amount due from related party subscriber under subscription agreement
    (114,055.00 )     (110,653.00 )
Accumulated deficit
    (2,789,936 )     (2,680,133.00 )
Total stockholders' equity
    105,140.00       206,943.00  
Total liabilities and stockholders' equity
  $ 694,679.00     $ 766,794.00  


ProGreen Properties, Inc.
(formerly Diversified Product Inspections, Inc.)
 
Condensed Consolidated Statements of Operations (Unaudited)
 
   
Three months ended
   
July 31
     2011     2010
Revenues:
         
Rental Revenue
  $ 18,000     $ 5,700  
Commissions Revenue
    -       1,000  
Total Revenue
    18,000       6,700  
 Expenses:
               
Rental property operating costs
    13,670       5,889  
Professional fees
    40,496       100,504  
General & administrative
    33,477       51,126  
Depreciation
    4,270       988  
Total operating expenses
    91,913       158,507  
                 
Operating Loss
    (73,913 )     (151,507 )
Other expenses and income:
               
Interest expense
    (28,482 )     (27,001 )
Interest income
    1,714       -  
Other expenses
    (9,122 )     (6,466 )
Loss before income taxes
    (109,803 )     (185,274 )
                 
Deferred income tax expense
    -       -  
                 
Net Net loss
  $ (109,803 )   $ (185,274 )
Net loss per share - basic
  $ (0.00 )   $ (0.00 )
Weighted Shares Outstanding - basic
    104,260,138        66,135,023  
Net loss per share - diluted
  $ (0.00 )   $ (0.00 )
Weighted Shares Outstanding - diluted
    114,035,309        111,897,699  
             
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
ProGreen Properties, Inc.
(formerly Diversified Product Inspections, Inc.)
 
Condensed Consolidated Statements of Stockholders' Equity
(UNAUDITED)
 
   
Number of
                     
Amount
             
   
Shares
         
Common
   
Additional
   
Due Under
         
Net
 
   
Issued and
   
Common
   
Stock
   
Paid In
   
Subscription
   
Accumulated
   
Stockholders'
 
   
Outstanding
   
Stock
   
Subscribed
   
Capital
   
Agreement
   
Deficit
   
Equity
 
Balance at April 30, 2010
    24,898,677     $ 2,490     $ 8,700     $ 2,856,944     $ (100,000 )   $ (2,019,104 )   $ 749,030  
Stock issued under subscription agreement
    77,223,851       7,722       (7,722 )     1,442       -       -       1,442  
Stock issued under City Vac agreement
    1,000,000       100       -       49,900       -       -       50,000  
Stock issued for debenture interest
    807,175       81       -       67,419       -       -       67,500  
Stock due under subscription agreement
    -       -       -       10,653       (10,653 )     -       -  
Net  loss
    -       -       -       -       -       (661,029 )     (661,029 )
                                                         
Balance at April 30, 2011
    103,929,703     $ 10,393     $ 978     $ 2,986,358     $ (110,653 )   $ (2,680,133 )   $ 206,943  
                                                         
Stock issued under LeadDog agreement
    400,000       40       -       7,960                       8,000  
Amount due from subscriber under subscription agreement
    -       -       -       3,402       (3,402 )     -       -  
Net  loss
    -       -       -       -       -       (109,803 )     (109,803 )
                                                         
Balance at July 31, 2011
    104,329,703     $ 10,433     $ 978     $ 2,997,720     $ (114,055 )   $ (2,789,936 )   $ 105,140  
 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


ProGreen Properties, Inc.
(formerly Diversified Product Inspections, Inc.)
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
   
Three months ended
July 31,
 
   
2011
   
2010
 
Operating activities
           
Net loss
  $ (109,803 )   $ (185,274 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
       Depreciation and amortization
    4,270       1,854  
       Amortization of discounts on debentures to related party
    11,361       18,294  
       Investor relations expense
    10,000       -  
       Commitment fee
    8,000       -  
       Changes in operating assets and liabilities:
               
           Commission receivable
    -       1,375  
           Note receivable
    134       -  
           Prepaid expenses
    (6,676 )     (4,306 )
           Deposits
    1,000       37,350  
           Accounts payable and accrued expenses
    19,610       (3,827 )
Net cash used in operating activities
    (62,104 )     (134,534 )
                 
Investing activities
               
Acquisition and development of properties
    (17,961 )     (60,365 )
Purchase of furniture and equipment
    -       (302 )
       Cash used in investing activities
    (17,961 )     (60,667 )
                 
Financing activities
               
Proceeds from common stock through subscription agreement with related party
    -       703,752  
Repayments of note payable
    (1,283 )     -  
Proceeds from debenture issued to related party
    -       96,693  
Net cash (used in) provided by financing activities
    (1,283 )     800,445  
                 
Net change in cash
    (81,348 )     605,244  
                 
Cash at beginning of period
    157,707       216,669  
Cash at end of period
  $ 76,359     $ 821,913  
Supplemental information:
               
Non-cash transaction: Issuance of stock as commitment fee
  $ 8,000     $ -  
 Cash paid for interest
  $ 106 106 -     $ -  
Cash paid for income taxes
  $ -     $ -  
                 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
ProGreen Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
July 31, 2011
 
Note 1. Financial statement presentation
 
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements.  The accompanying interim financial statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  The results of operations for the three month period ended July 31, 2011, are not necessarily indicative of the results that may be expected for the year ending April 30, 2012.    For further information, reference should be made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2011.
 
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are the representations of management. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
 
History and nature of business
 
ProGreen Properties, Inc., a Delaware corporation, and its wholly owned subsidiaries (collectively, the “Company”) own and manage residential real estate rental property in the Oakland County, Michigan area.  
 
On April 30, 2009, the Company (formerly known as Diversified Product Inspections, Inc.) ceased previous operations and settled an outstanding lawsuit which resulted in a change of ownership and management.  Following the settlement on April 30, 2009, the Company had no assets, no liabilities, and had 13,645,990 shares of common stock outstanding.
 
On July 21, 2009, the Company formed ProGreen Properties, Inc. as a wholly-owned subsidiary and merged ProGreen Properties, Inc. into the Company, which was the surviving corporation in the merger.  In connection with the merger, the Company changed its name from Diversified Product Inspections, Inc. to ProGreen Properties, Inc.  The change of the Company’s name to ProGreen Properties, Inc. became effective on September 11, 2009 with approval by the Financial Industry Regulatory Authority as effective for trading purposes in the OTC Bulletin Board market under the new symbol PGEI.
 
In December 2009, ProGreen Realty LLC (“ProGreen Realty”) was formed as a wholly owned subsidiary of the Company. ProGreen Realty is the real estate broker for the Company and will facilitate the acquisition of real properties. All assets, liabilities, revenues and expenses are included in the financial statements of the Company.
 
In addition to ProGreen Realty, the Company has established separate LLC’s for each of the nine properties owned. The Company is the sole member of each LLC.
 
SIGNIFICANT ACCOUNTING POLICIES
 
Basis of consolidation
 
The consolidated financial statements include the accounts and records of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.  FASB Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” requires a company’s consolidated financial statements to include subsidiaries in which the company has a controlling financial interest.  This requirement usually has been applied to subsidiaries in which a company has a majority voting interest.  Currently, all of the Company’s subsidiaries are wholly-owned.

 
ProGreen Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements, Continued
July 31, 2011

Estimates
 
The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.

Property and real estate costs
 
Property and real estate expenditures relating to the acquisition, development, construction, and other costs that enhance the value or extend the life of rental properties are capitalized using the specific identification method.   All other expenditures necessary to maintain the properties are expensed as incurred.

Depreciation is computed using the straight-line method over the estimated useful life of the property, as follows:

   
Lives
 
Method
Condominium
 
27.5 years
 
Straight line
Furniture
 
10 years
 
Straight line
Equipment
 
5 years
 
Straight line
Vehicles
 
5 years
 
Straight line

Note receivable
 
The note receivable is carried at amortized cost.  Interest income on the note receivable is recognized on the accrual basis based on the principal balance outstanding.

Property sales revenue recognition
 
Condominium sales revenue and related profit are generally recognized at the time of the closing of the sale, when title to and possession of the property are transferred to the buyer. In situations where the buyer's financing is provided by the Company and the buyer has not made an adequate initial or continuing investment as required by ASC 360-20, "Property, Plant, and Equipment - Real Estate Sales" ("ASC 360-20"), the profit on such sales is deferred or recognized under the installment method, unless there is a loss on the sale in which case the loss on such sale would be recognized at the time of closing. There were no such deferred amounts at either July 31, or April 30, 2011.

Rental revenue recognition
 
Real estate properties are leased under operating leases with terms of twelve to twenty –four months. Rental income from these leases is recognized on a straight-line basis over the term of each lease.

Advertising costs
 
Advertising costs are expensed as incurred. Total advertising expenditures for the three months ended July 31, 2011 and 2010 were $0 and $15,400, respectively.

Tenant deposits
 
The Company requires tenants to pay a deposit at the beginning of each lease. This deposit may be used for unpaid lease obligations or repair of damages based on the Company’s determination. If the tenant has not defaulted on the lease, the Company will return the deposit to the tenant at the end of the lease.
 
ProGreen Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements, Continued
July 31, 2011

Deferred revenue
 
The Company may require tenants to prepay rent. The prepaid rent is amortized over the term of the lease using the straight-line method.
 
Income taxes
 
The Company accounts for income taxes using an asset and liability approach under which deferred income taxes are recognized by applying enacted tax rates applicable to future years to the differences between the financial statement carrying amounts and the tax bases of reported assets and liabilities.

Reclassifications
 
Certain amounts in previous periods have been reclassified to conform to 2011 classifications.
 
Recent Accounting Pronouncements
 
In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” The guidance improves the comparability of financial reporting and facilitates the convergence of U.S. GAAP and IFRS be amending the guidance in ASC 220, Comprehensive Income.  Under the amended guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. This guidance is effective retrospectively for annual and interim periods beginning after December 15, 2011.  The adoption of the guidance is not expected to have a material impact on the Company's Consolidated Financial Statements or the Notes thereto.

Note 2. Property and Equipment

Major classifications of property and equipment at July 31, and April 30, 2011 are summarized as follows:

The Company owned nine condominiums as of July 31, and April 30, 2011.

   
July 31,
   
April 30,
 
   
2011
   
2011
 
Condominiums – rental properties
  $ 464,024     $ 313,454  
Less: accumulated depreciation
    ( 8,718 )     ( 5,801 )
Rental properties, net of accumulated depreciation
  $ 455,306     $ 307,653  
Properties under development
  $ 43,079     $ 175,688  

   
July 31,
   
April 30,
 
   
2011
   
2011
 
Vehicles
  $ 22,350     $ 22,350  
Furniture
    3,563       3,563  
Office equipment
    2,927       2,927  
Total vehicles and equipment
    28,840       28,840  
Less: accumulated depreciation
    (2,546 )     (1,193 )
Net carrying amount
  $ 26,294     $ 27,647  
 

ProGreen Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements, Continued
July 31, 2011

Note 3.  Residential Leases
 
As of July 31, 2011, the Company has entered into leases on nine renovated properties, one of which does not begin until September 1, 2011.  Lease terms range from twelve to twenty-four months with lease payments ranging from $875 - $1,300 per month.  Below are the future minimum rental payments related to these leases are as follows:

Year ended April 30,
 
Rental Amount
 
2012
  $
61,950
 
2013
   
27,575
 
2014
   
5,400
 
    $
94,925
 
         
Note 4. Related Party Secured Convertible Debenture Agreement
 
On November 5, 2009, the Company issued a 13.5% Secured Convertible Debenture (the “Debenture”) to Rupes Futura AB (“RF”), an investment company controlled by Henrik Sellmann, a director of the Company, providing for a loan to the Company of $500,000. The Debenture is due November 2014.  Additionally, the Company issued to RF 500,000 shares of Common Stock of the Company as a Commitment Fee. The value of the Common Stock at the time of issuance was $30,000 and is recorded as debt discount. The Commitment Fee will be amortized over five years, the term of the Debenture, using the effective interest method. The proceeds of the sale of this Debenture and other Debentures in this series, the terms of which are described below, will primarily be used for the purchase, refurbishment and upgrade of residential real estate in Michigan.

The Debenture is secured by a first lien on the property to be purchased by ProGreen Realty. Interest is payable at an annual rate of 13.5%, payable annually in arrears in shares of Common Stock of the Company, valued at the Conversion Price (defined below) as of the due date of the interest payment. The Debenture may be prepaid at any time after two years from the Closing Date, without penalty, by the Company. Any accrued unpaid interest due at such time will be paid in shares of Common Stock valued at the Conversion Price as of the date of the prepayment. RF has the right to choose to convert the Debenture in lieu of cash prepayment.
 
The Debenture is convertible in whole or in part into Common Stock at the option of RF at the Conversion Price at any time following the date that is two years from the Closing Date. If RF elects to convert any unpaid principal amount of the Debenture it shall be entitled to receive shares of Common Stock on conversion equal in value, at the Conversion Price, to 115% of the unpaid principal amount of the Debenture. The conversion price ("Conversion Price") of the Debenture is the price equal to the average closing price (the mean average between bid and ask price) of the Common Stock during the period of twenty (20) consecutive Trading Days, ending on the Trading Day immediately prior to the due date of the interest payment, the prepayment date, or the date of RF’s giving the conversion notice, as the case may be, subject to equitable adjustment for any stock splits, stock dividends, reclassifications or similar events during such period. The conversion feature has intrinsic value of $75,000 that is recorded as debt discount and amortized over two years, the required holding period for RF, using the effective interest method. The effective interest rate on the Debenture as a result of the debt discounts noted above was 24.37% and 25.61%, which resulted in interest expense of $28,376 and $27,001 for the three months ended July 31, 2011 and 2010, respectively.

 
ProGreen Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements, Continued
July 31, 2011

Note 5.  Related Party Subscription Agreement
 
On July 21, 2009, the Company entered into a Subscription Agreement with EIG Venture Capital, Ltd. (“EIG”), an investment company controlled by Jan Telander, the Company’s Chief Executive Officer and controlling stockholder for the sale by the Company to EIG of an aggregate of 97,751,710 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at a fixed price of $0.01023 per share, in three tranches.  The Phase I tranche consisted of 5,767,350 shares of Common Stock for a total purchase price of $59,000, to be purchased by EIG on or before July 16, 2009.  The Phase II tranche consists of 43,108,504 shares of Common Stock for a total purchase price of $441,000, to be purchased by EIG on or before December 31, 2009; and the Phase III tranche consists of 48,875,855 shares of Common Stock for a total purchase price of $500,000, to be purchased by EIG on or before July 16, 2010. The shares comprising each of the tranches in Phases I through III may be purchased in one or more installments by the EIG; provided, that the number of shares required to be purchased in each tranche is purchased in its entirety by the final purchase date specified for the entire tranche.  
 
 On December 1, 2009, the Company entered into an Amendment to the Subscription Agreement with EIG. The amendment provides that, in the event EIG does not complete payment of the full Phase II or Phase III purchase price for the shares of Common Stock required to be purchased within the time period provided in the Agreement for the particular Phase, as an additional purchase price for the shares to be purchased in that particular Phase, EIG shall pay a penalty interest rate of 13.5% per annum on the unpaid balance as of the final purchase date from that date to the date the shares are purchased.
 
As of July 31, 2011 all of the Phase I and Phase II shares, and 39,100,684 shares of the Phase III tranche, have been purchased.
 
On June 1, 2010, the Company received $400,000 of the Phase III tranche and issued 39,100,684 shares to EIG. As of September 9, 2011, the remainder of Phase III and interest has not been paid.  These amounts are reflected as amount due from related party subscriber under subscription receivable in the accompanying balance sheet. The remaining balance of $100,000 had not been received prior to the issuance of the financial statements and has been included in stockholders’ equity as amount due from subscriber under subscription agreement.
 
Note 6. Corporate Lease Agreement
 
On March 24, 2010, the Company entered into a lease agreement for office space for a period of sixty-six (66) months. The Company does not have a lease payment for the first 9 months of the lease agreement, and subsequent payments are as follows:
 
Year ended April 30,
 
Rental Amount
 
2012
  $
21,336
 
2013
   
28,691
 
2014
   
28,714
 
2015
   
28,965
 
2016
 
 
            12,069
 
    $
119,775
 

In addition to the base monthly rent the Company is responsible for a pro-rata share of operating expenses and real estate taxes as determined by the lessor. At the beginning of the lease the Company paid a security deposit of $5,000, which is reflected as deposits on the July 31, 2011 balance sheet.

The Company recorded $6,036 in rental expense as a result of the lease for each of the three months ended July 31, 2011 and 2010.


ProGreen Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements, Continued
July 31, 2011
 
Note 7. Note Payable

The Company has a note payable of $17,716 and $18,999 outstanding as of July 31 and April 30, 2011, respectively, which bears a fixed rate of interest of 6.99% and provides for monthly payments of $463 through March 2015.

Note 8.  Income Taxes
 
The Company has not recorded any income tax benefit for the three months ended July 31, 2011 and 2010.  The Company has recorded an income tax valuation allowance equal to the benefit of its income tax carry forward because of the uncertainty relating to the Company’s ability to utilize the NOL carry forward.
 
Note 9. Earnings (loss) per Share
 
Basic earnings (loss) per share assumes no dilution and is computed by dividing net income available to common stockholders by the weighted average number of common stock outstanding during each period. Diluted earnings per share reflects, in periods in which they have a dilutive effect, the effect of common shares issuable under the subscription agreement.

Earnings (loss) per share have been computed based on the following:

 
Three months
 
Three months
 
 
ended
 
ended
 
 
July 31, 2011
 
July 31, 2010
 
Net loss
  $ (109,803 )   $ (185,274 )
Average number of common shares outstanding used to calculate basic loss per share
    104,260,138       66,135,023  
Effect of dilutive subscribed shares
    9,775,171       45,762,676  
Average number of common shares outstanding used to calculate diluted earnings per share
    114,035,309       111,897,699  

Note 10.  Going Concern
 
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As described in Note 1, on April 30, 2009, the Company disposed of its then existing operating business.  The Company made acquisitions of residential property and has entered into four leases with tenants to occupy four of those properties.  Also, as more fully discussed in Note 5, the Company issued a $500,000 Secured Debenture the proceeds of which will primarily be used for the purchase, refurbishment and upgrade of revenue producing residential real estate.
 
The Company’s primary plan and objective going forward is to acquire additional revenue producing property to generate rental cash flow and, over time, sell the properties to realize capital appreciation in order to increase profits and provide shareholder value.  There is no assurance that the Company will acquire favorable business opportunities through such transactions.  In addition, there is no assurance that these business opportunities will generate revenues or profits, or that the market price of the Company’s common stock will be increased thereby.


ProGreen Properties, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements, Continued
July 31, 2011
 
The Company will continue to incur costs that are necessary for it to remain an active public company.  In the prior fiscal year, the Company used approximately $509,000 of cash to support its operations and such cash needs are expected to continue in the current fiscal year.  As of July 31, 2011, the Company has approximately $76,000 in cash and approximately $114,000 due from a related party under the stock subscription agreement, which provide liquidity.  Further, seven of the nine properties are listed for sale, and management expects the proceeds to provide liquidity for operations and reinvestment in the business.  However, there is no assurance that the Company will be able to sell to properties to provide liquidity or to secure additional financing.
 
The financial statements do not include any adjustments relating to the recoverability of assets and the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Note 11. Commitments
 
The Company has no pending offers to purchase additional properties as of July 31, 2011.

Note 12. Amendments to Certificate of Incorporation

Increase in Authorized Common Stock
 
In July 8, 2009, the Company filed a Certificate of Amendment to its Certificate of Incorporation increasing the number of authorized shares of common stock from 50,000,000, par value $.01 per share to 250,000,000, par value $.0001 per share.  Such amendments were approved by our majority stockholder and detailed in an Information Statement mailed to stockholders.

Authorization of New Class of 10,000,000 shares of Preferred Stock
 
The amendments to the Company’s Certificate of Incorporation that were so approved also authorize a new class of 10,000,000 shares of preferred stock, par value $0.0001 per share, and authorize the Board of Directors to issue one or more series of the preferred stock with such designations, rights, preferences, limitations and/or restrictions as it should determine by vote of a majority of such directors.
 
Note 13. Standby Equity Agreement
 
Effective August 25, 2010, the Company entered into a Standby Equity Purchase Agreement (the “SEP Agreement”), with LeadDog Capital LP (“LDC”), under which LDC agreed to provide an equity line of credit of up to $2,500,000 to purchase the Company’s common stock.  The funding will not take place until an agreed upon date in the future. Under the SEP Agreement, the Company will issue to LDC a commitment fee of 300,000 shares of its common stock, and has agreed to issue to an affiliate of LDC a structuring and due diligence fee of 100,000 shares of common stock. We further amended the SEP Agreement as of September 1, 2011 so that it provides for the filing by the Company of a registration statement under the Securities Act of 1933, as amended, on or before January 1, 2012, subject to further extension by agreement of the parties, to register the common stock to be issued under the SEP Agreement.  We plan to include in such registration statement 24,000,000 shares of our common stock for this equity line financing.  Upon the terms and conditions set forth in the SEP Agreement, during its two year term, the Company may issue and sell (or “put”) to LDC, and LDC shall purchase from the Company, up to that number of shares of common stock having an aggregate purchase price of $6,000,000, the maximum amount that LDC is required to purchase pursuant to any one put notice under the SEP Agreement being $500,000. The purchase price for the shares purchased by LDC shall be equal to 92% of the market price, which is defined in the SEP Agreement to be equal to the lowest daily volume weighted average price of the Company’s common stock during the ten consecutive trading days after the date of the related put notice.
 
Note 14. Subsequent Events
 
Except the amendment to the SEP Agreement discussed in Note 13 above, there were no other subsequent events through September 13, 2011.

 
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and other financial information included elsewhere in this report.
 
Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.
 
GENERAL
 
Throughout this Form 10-Q, the terms "we," "us," "our," “ProGreen” and the "Company" refer to ProGreen Properties, Inc., a Delaware corporation, and, unless the context indicates otherwise, includes our subsidiaries.

ProGreen Properties, Inc., formerly Diversified Product Inspections, Inc. (“we”, “us”, or the “Company”) was incorporated in Florida on April 23, 1998 and reincorporated in Delaware on December 12, 2008. Effective September 11, 2009, we changed our name from Diversified Product Inspections, Inc. to ProGreen Properties, Inc. to reflect the change in our business operations from the conduct of investigations and laboratory analyses to the purchase of income producing real estate assets.

The Company had maintained its conduct of investigations and laboratory analyses operations until the April 30, 2009 closing of a Settlement and Asset Purchase Agreement (the “Agreement”). On April 30, 2009, we ceased our investigations and laboratory analyses operations and closed the Agreement pursuant to which $230,000 was paid to a plaintiff to settle material litigation, and our remaining assets and liabilities were transferred to a separate entity owned by the previous executive officers of the Company.
 
Our Business
 
Our offices are located in Birmingham, Oakland County, Michigan. Our plan is to acquire, refurbish and upgrade potential income-producing residential real estate. We are initially concentrating on the Michigan market, and on July 28, 2009, purchased our initial property, a condominium located in Oakland County, Michigan. The Company remodels and upgrades properties with an emphasis on using environmentally friendly materials.  As of July 31, 2011, we have purchased eleven properties, leased nine, and sold two.  One of the nine leases does not begin until September 1, 2011.

Our business model since our initial property purchases has been to acquire, refurbish and upgrade existing properties into more energy efficient, comfortable and healthier living spaces so that they meet standards that exceed, what is often the norm for most single family homes, condominiums and apartments. Once a property has been acquired, refurbished and rented, we put the property back on the market, but now as a fully managed investment property, with a favorable yield. These investment properties are marketed exclusively by ProGreen Realty LLC, a wholly owned subsidiary of ProGreen and managed by ProGreen Property Management, a division of ProGreen Realty LLC.

 
Planned Apartment Property Acquisitions
 
We are now also evaluating the acquisition of large scale multi-family properties and are presently looking at several bank-owned complexes, ranging from 67 to 300 units, subject to the availability of financing. We believe there is immediate opportunity to acquire highly distressed multi-family properties in Michigan as well as in some other areas, where the implementation of the ProGreen concept will create a new aspect and attraction to apartment living.   ProGreen is also looking into the viability of taking the ProGreen concept even further in connection with these larger projects, with possible implementation of solar technology as well as other advanced sustainable eco solutions.

Planned Operations
 
We will have to raise additional capital to continue to purchase residential properties and to expand our property portfolio by purchasing large-scale multi-family properties. We have no third party commitments for the capital we will require for these planned investments.  We are seeking investment partners for the larger-scale property acquisitions. As conventional financing is presently very restricted in the U.S., we are in discussions with several European investor groups to partner up with us for the financing of these larger projects. We are also reviewing other potential real estate lenders in the U.S.  There is no assurance, however, that we will be able to secure the necessary financing to move our operations up to larger scale property investments.
 
RESULTS OF OPERATIONS

Quarter Ended July 31, 2011 Compared to Quarter Ended July 31, 2010
 
During the quarter ended July 31, 2011, we incurred a net loss of $109,803 compared to a net loss of $185,274 for the quarter ended July 31, 2010. The decrease in our loss for the quarter ended July 31, 2011 over the comparable period of the prior year is primarily due to a decrease in levels of professional fees and general and administrative costs.  Rental revenue has increased in the quarter ended July 31, 2011 to $18,000, up from $5,700 for the comparable period in 2010.  The Company now has nine properties leased as of July 31, 2011 compared to two for the comparable prior quarter end.  Similarly, rental property operating costs have increased in the current quarter to $13,670 up from $5,889 for the three months ended July 31, 2010.  The Company did not earn any commission revenue for the quarter ended July 31, 2011 down from $1,000 for the comparable period in 2010.
 
Professional and consulting costs totaled $40,496 for the three months ended July 31, 2011, down from $100,504 for the comparable period in 2010.  Accounting fees were $15,833 for the quarter ended July 31, 2011 compared to $68,035 for the comparable period in 2010.  Legal fees were $4,863 in the current quarter compared to $27,582 for the quarter ended July 31, 2010.  Other consulting expenses increased to approximately $19,750 for the three months ended July 31, 2011, up from approximately $4,900 in the comparable prior period.  As the Company has just one employee, much of the professional fees expense relates to assistance in operations and financial reporting requirements of the Company, coupled with support with the equity transactions and satisfaction of the regulatory reporting requirements of a public company.   General and administrative expenses decreased from $51,126 for the quarter ended July 31, 2010 to $33,477 for the current quarter end.  Current quarter, general and administrative costs include investor relations expense of $10,000.  The Company did not have any investor relations expense in the comparable prior quarter.  The Company incurred approximately $15,400 in advertising costs in the quarter ended July 31, 2010 and no such expenses were incurred in the current quarter.  Travel expense decreased to approximately $2,600 in the current quarter down from approximately $10,700 from the comparable prior period.  Depreciation expense increased to approximately $4,300 for the three months ended July 31, 2011 up from approximately $1,000.  This increase is consistent with increased level of leased properties.
 
LIQUIDITY AND CAPITAL RESOURCES
 
At July 31, 2011, we had total assets of $694,679, compared to total assets of $766,794 at April 30, 2011. The decrease in total assets was primarily due to net operating losses.  At July 31, 2011, we had stockholders’ equity of $105,140, compared to $206,943 as of April 30, 2011.  The decrease in stockholders’ equity was due to net operating losses.
 

 
In the current quarter, the Company continued to evaluate other properties and manage the current properties held.  Renovation of one property was completed in the current quarter, and a lease was executed on this property on July 29, 2011 with inception date of September 1, 2011.  Costs incurred in the renovation of the properties that enhance the value or extend the life of the properties are capitalized. The Company also incurred professional fees in implementing its business plan and preparing to sell properties in the future.  Leases have been executed on all properties held by the Company.
 
Rental property
 
Rental properties increased to approximately $455,300 as of July 31, 2011 up $147,600, from $307,700 as of April 30, 2011.  As of July 31, 2011, the Company has entered into leases on all renovated properties.  Lease terms range from twelve to twenty-four months with lease payments ranging from $875 - $1,300 per month.
 
Properties under development
 
Properties under development decreased to approximately $43,100 as of July 31, 2011 down from $175,700 as of April 30, 2011.  A lease was executed for this property on July 29, 2011 with an inception date of September 1, 2011.

Cash
 
Cash decreased approximately $81,300 for the quarter ended July 31, 2011.   The Company invested approximately $18,000 in properties, expended approximately $62,000 to fund operations, and repaid $1,300 on the note payable.

Note receivable
 
The Company sold one property on land contract in the year ended April 30, 2011.  The remaining balance of the note receivable was approximately $76,000 as of July 31, 2011 down from approximately $76,200 as of April 30, 2011.
 
We have limited working capital.  EIG Venture Capital Ltd. (“EIG”), a company controlled by our Chief Executive Officer, Jan Telander, agreed to invest $1,000,000 through the purchase of 97,751,710 shares of common stock for $0.01023 per share in three tranches. The first two tranches were due in July 2009 and December 31, 2009, and the third tranche was due July 16, 2010. On December 1, 2009, we entered into an Amendment to the Subscription Agreement with EIG. The amendment provides that, in the event EIG did not complete payment of the full Phase II or Phase III purchase price for the shares of Common Stock required to be purchased within the time period provided in the Agreement for the particular Phase, as an additional purchase price for the shares to be purchased in that particular Phase, EIG would pay a penalty interest rate of 13.5% per annum on the unpaid balance as of the final purchase date from that date to the date the shares were purchased. As of April 30, 2010 EIG had purchased all the required shares in Phase I and 4,985,337 shares in Phase II; 38,123,167 shares in Phase II were subject to penalty interest of $12,838 as of that date. On May 11, 2010, EIG completed its purchase of the Phase II tranche of 43,108,504 shares of Common Stock for a total purchase price of $441,000, by the payment to the Company of $390,000 for 38,123,167 shares of Common Stock with, pursuant to a December 1, 2009 Amendment to the Agreement, penalty interest in the amount of $18,752, representing interest at the rate of 13.5% per annum on the unpaid balance of the Phase II subscription from December 31, 2009 (the date by which the Phase II tranche was required to be completed under the Agreement) to May 11, 2010. On June 1, 2010, EIG purchased 39,100,684 shares of the Phase III final tranche under the Agreement for $400,000. The Phase III tranche consists of 48,875,855 shares of Common Stock for a total purchase price of $500,000 was to be purchased by EIG on or before July 16, 2010, leaving a balance of 9,755,171 shares to be purchased under the Agreement for a purchase price of $100,000.
 
 We have  entered into a Standby Equity Purchase Agreement (the “SEP Agreement”), with LeadDog Capital LP (“LDC”), under which LDC agreed to provide an equity line of credit of up to $6,000,000 to purchase the Company’s common stock. The equity line of credit is not a firm commitment financing, but would permit the Company to draw down amounts under the line in exchange for issuances of its common stock, priced at a discount from market, pursuant to an effective registration statement under the Securities Act of 1933, as amended.  The SEP Agreement provides for filing of the registration statement on or before September 1, 2011, subject to further extension by agreement of the parties, to register the common stock to be issued under the SEP Agreement.  We plan to include in such registration statement 24,000,000 shares of our common stock for this equity line financing.  This funding will not take place until an agreed upon date in the future.  Per the SEP Agreement, in May 2011, the Company issued to LDC a commitment fee of 300,000 shares of its common stock and to an affiliate of LDC a structuring and due diligence fee of 100,000 shares of common stock.

 
In the current fiscal year, management expects to satisfy liquidity needs of the Company through sale of renovated condominiums and purchase of remaining shares under the subscription agreement described above.  With our planned purchases of larger apartment complex properties, we estimate that we will require investment partners to provide financing in the range of $5 million to $25 million over the next 12 months.
 
Critical Accounting Policies
 
The summary of critical accounting policies below should be read in conjunction with the discussion of the Company’s accounting policies included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2011. We consider the following accounting policies to be the most critical going forward:
 
Property sales revenue recognition - Condominium sales revenue and related profit are generally recognized at the time of the closing of the sale, when title to and possession of the property are transferred to the buyer. In situations where the buyer's financing is provided by the Company and the buyer has not made an adequate initial or continuing investment as required by ASC 360-20, "Property, Plant, and Equipment - Real Estate Sales" ("ASC 360-20"), the profit on such sales is deferred or recognized under the installment method, unless there is a loss on the sale in which case the loss on such sale would be recognized at the time of closing.

Rental Revenue Recognition - Rental income is recognized on a straight-line basis over the term of each lease.

Rental Property and Real Estate Costs - Our property is recorded at cost and depreciation is computed using the straight-line method over the estimated useful lives of the assets. We charge repairs and maintenance to expense as it is incurred.

Estimates - The preparation of financial statements required us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. We based our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurances that actual results will not differ from those estimates. On an ongoing basis, we will evaluate our accounting policies and disclosure practices as necessary.

ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not applicable.
 
ITEM 4T.         CONTROLS AND PROCEDURES

a. Disclosure controls and procedures.
 
As of the end of period covered by this report, the Company carried out an evaluation, with the participation of the Company's Chief Executive Officer and Principal Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

b. Changes in internal controls over financial reporting.
 
No changes were made to the Company's internal controls in the quarterly period covered by this report that have materially affected, or are reasonably likely materially to affect, the Company’s internal control over financial reporting.

 
PART IIOTHER INFORMATION
 
ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
The table below shows the Company’s sales of unregistered securities for the Company’s fiscal quarter ended July 31, 2011

Date
Title and Amount
Purchaser
Principal
Underwriter
Total Offering Price/
Underwriting Discounts
May 17, 2011
400,000 shares of common stock issued pursuant to Standby Equity Purchase Agreement, dated as of August 24, 2010.
LeadDog Capital, LP
NA
$0.02 per share/NA
 
The Company believes that the above transactions are exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), pursuant to the provisions of Regulation D, promulgated by the Securities and Exchange Commission under the Securities Act.
 
 
31
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 
 
 
In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
PROGREEN PROPERTIES, INC.
     
 
BY:
/s/ Jan Telander
   
Jan Telander
   
President and Chief Executive Officer
 
Dated: September 14, 2011
 

 
EXHIBIT INDEX

31
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.