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EX-31 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002, FILED HEREWITH. - ProGreen Properties, Inc.f10q1012ex31_progreen.htm
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EX-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. - ProGreen Properties, Inc.f10q1012ex32_progreen.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
 

 
FORM 10-Q
 
o QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2012
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 x             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 December 13, 2012.
 
 
 

 
 
PROGREEN PROPERTIES, INC.
 
INDEX
 
   
Page
 
Part I.  Financial Information
    1  
         
Item 1. Financial Statements
    1  
         
Condensed Consolidated Balance Sheets as of October 31, 2012 (unaudited) and as of April 30, 2012
    2  
         
Condensed Consolidated Statements of Operations for the Three and Six Months Ended October 31,  2012 and 2011 (unaudited)
    3  
         
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)
    4  
         
Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 31,  2012 and 2011 (unaudited)
    5  
         
Notes to Unaudited Condensed Consolidated Financial Statements
    6  
         
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
    17  
         
Item 3. Quantitative and Qualitative Disclosures about Market Risk
    22  
         
Item 4.Controls and Procedures.
    22  
         
Part II. Other Information
    22  
         
Item 6.  Exhibits.
    22  
         
Signatures
    23  
 
 
 

 
 
ProGreen Properties, Inc.
 
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, 2012.
 
The results of operations for the six months ended October 31, 2012 and 2011 are not necessarily indicative of the results for the entire fiscal year or for any other period.
 
 
1

 
 
 
ProGreen Properties, Inc.
Condensed Consolidated Balance Sheets
 
   
October 31,
   
April 30,
 
   
2012
   
2012
 
Assets
 
(Unaudited)
       
             
Rental property, net of accumulated depreciation of $8,215 and $10,645
  $ 113,782     $ 160,852  
Cash
    70,704       12,984  
Accounts receivable
    5,682       -  
Accrued interest receivable
    2,250       -  
Receivable - sale of properties
    45,000       142,654  
Note receivable - ARG
    75,000       180,000  
Investment - non-marketable securities
    75,000       -  
Note receivable - rental property
    9,233       75,603  
Prepaid expenses
    3,594       6,840  
Deposits
    6,000       5,000  
Property and equipment:
               
Vehicles, furniture and equipment, net of accumulated depreciation of $11,367  and $6,605
    58,375       22,235  
Total assets
  $ 464,620     $ 606,168  
                 
Liabilities and Stockholders' Deficit
               
                 
Accounts payable and accrued expenses
  $ 89,363     $ 69,435  
Accrued interest
    74,260       40,211  
Payable under management agreement
    -       4,030  
Note payable
    49,662       14,630  
Tenant deposits
    12,899       11,374  
Convertible debenture payable to related party, net of unamortized discount of $14,548and $17,491
    485,452       482,509  
Total liabilities
    711,636       622,189  
Stockholders' deficit
               
Preferred stock, $.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding
    -       -  
Common stock, $.0001 par value, 250,000,000 shares authorized and 104,329,703 outstanding at October 31, 2012;
               
250,000,000 shares authorized and 104,329,703 outstanding at April 30, 2012;
    10,433       10,433  
Common stock, $.0001 par value, 9,775,171 subscribed not issued
    978       978  
Additional paid in capital
    3,032,160       3,007,854  
Less: amount due from related party subscriber under subscription agreement
    (130,995 )     (124,189 )
Accumulated deficit
    (3,159,591 )     (2,911,097 )
Total stockholders' deficit
    (247,015 )     (16,021 )
Total liabilities and stockholders' (deficit) equity
  $ 464,620     $ 606,168  
 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
2

 
 
ProGreen Properties, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
 
   
Three Months Ended
   
Six Months Ended
 
   
October 31,
   
October 31,
 
   
2012
   
2011
   
2012
   
2011
 
Revenues:
                       
Condominium sales
  $ 105,000     $ 90,000     $ 105,000     $ 90,000  
Rental revenue
    9,450       24,410       17,780       42,410  
Commission revenue
    -       9,765       1,000       9,765  
Management fee revenue
    2,941       -       4,561       -  
Other income
    100       -       4,900       -  
Total Revenue
  $ 117,491     $ 124,175     $ 133,241     $ 142,175  
Expenses:
                               
Cost of property sales
    65,048       90,903       65,048       90,903  
Rental property operating costs
    4,602       8,073       25,071       16,299  
Advertising
    11,858       6,714       22,387       6,046  
Depreciation
    4,431       5,341       7,245       9,611  
Compensation Expense
    10,500       -       17,500       -  
General & administrative
    61,461       32,972       122,874       71,684  
Other expenses
    468       -       1,484       -  
Professional fees
    61,380       56,243       88,209       130,088  
Total operating expenses
  $ 219,748     $ 200,246     $ 349,818     $ 324,631  
                                 
Operating loss
    (102,257 )     (76,071 )     (216,577 )     (182,456 )
Other expenses and income:
                               
Interest expense
    (18,813 )     (28,685 )     (37,582 )     (57,167 )
Interest income
    2,779       1,712       5,665       3,427  
Loss before income tax expense
  $ (118,291 )   $ (103,044 )   $ (248,494 )   $ (236,196 )
Deferred income tax expense
    -       -       -       -  
Net Loss
  $ (118,291 )   $ (103,044 )   $ (248,494 )   $ (236,196 )
Net loss per share - basic
  $ -     $ -     $ -     $ -  
Weighted Average  Shares Outstanding - basic
    104,329,703       104,294,920       104,329,703       104,294,920  
Net loss per share - diluted
  $ -     $ -     $ -     $ -  
Weighted Average shares outstanding - fully diluted
    114,104,874       114,104,874       114,104,874       114,070,091  
                                 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
3

 
 
ProGreen Properties
Condensed Consolidated Statement of Stockholders' (Deficit)/Equity
(UNAUDITED)
 
   
Number of
                     
Amount Due
             
   
Shares
         
Common
   
Additional
   
Under
         
Net
 
   
Issued and
   
Common
   
Stock
   
Paid In
   
Subscription
   
Accumulated
   
Stockholders'
 
   
Outstanding
   
Stock
   
Subscribed
   
Capital
   
Agreement
   
Deficit
   
(Deficit) Equity
 
                                                         
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
                          13,536       (13,536 )                
Net  loss
                                            (230,964 )     (230,964 )
Balance at April 30, 2012
    104,329,703     $ 10,433     $ 978     $ 3,007,854     $ (124,189 )   $ (2,911,097 )   $ (16,021 )
                                                         
Amount due from subscriber under subscription agreement
                          6,806       (6,806 )                
Amount due under restricted stock unit agreement
                          17,500                       17,500  
Net  loss
                                            (248,494 )     (248,494 )
Balance at October 31, 2012
    104,329,703     $ 10,433     $ 978     $ 3,032,160     $ (130,995 )   $ (3,159,590 )   $ (247,015 )
 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
4

 
 
ProGreen Properties, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
   
Six Months Ended
 
   
October 31,
 
   
2012
   
2011
 
Cash used in operating activities
           
Net loss
  $ (248,494 )   $ (236,196 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
      Compensation - restricted stock units
    17,500       -  
      Depreciation and amortization
    7,245       9,611  
      Loss(gain) on sale of properties
    (39,952 )     903  
       Amortization of discounts on debenture to related party
    2,943       22,723  
       Investor relations expense
    -       10,000  
       Commitment fee
    -       8,000  
       Acquisition and development of properties
    (20,460 )     (17,961 )
       Proceeds from sale of properties
    193,419       90,000  
       Changes in operating assets and liabilities:
               
           Accounts receivable
    (5,682 )     350  
           Accrued interest receivable
    (2,250 )     -  
           Note receivable
    75,603       271  
           Prepaid expenses
    3,246       (3,805 )
           Deposits
    (1,000 )     1,000  
           Accounts payable and accrued expenses
    55,502       22,656  
           Payable under management agreement
    (4,030 )     -  
        Cash provided by (used in) operating activities
    33,590       (92,448 )
                 
Cash provided by (used in) investing activities
               
                 
Purchase of vehicles, furniture and equipment
    (40,902 )     -  
Proceeds from sale of investment notes
    30,000       -  
       Cash provided by (used in) investing activities
    (10,902 )     -  
                 
Cash provided by (used in) financing activities
               
Proceeds from note payable
    40,902       -  
Repayments of note payable
    (5,870 )     (2,363 )
       Cash provided by (used in) financing activities
    35,032       (2,363 )
                 
Net change in cash
    57,720       (94,811 )
                 
Cash at beginning of period
    12,984       157,707  
Cash at end of period
  $ 70,704     $ 62,896  
Supplemental information:
               
Non-cash Transaction: issuance of stock as commitment fee
  $ -     $ 8,000  
Cash paid for interest
  $ 590     $ 418  
Cash paid for income taxes
  $ -     $ -  
                 
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
               
 
 
 
5

 
 
ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012

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 and six month periods ended October 31, 2012, are not necessarily indicative of the results that may be expected for the year ending April 30, 2013.    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, 2012.
 
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 facilitates the acquisition of real properties. All assets, liabilities, revenues and expenses are included in the financial statements of the Company.
 
On October 31, 2011 ProGreen Properties Management LLC (“ProGreen  Management”) was formed as a wholly owned subsidiary of the Company which manages the Company owned properties as well as certain of the sold properties under management agreements. All assets, liabilities, revenues and expenses are included in the financial statements of the Company.

These investment properties are marketed exclusively by ProGreen Realty and managed by ProGreen Management, another wholly owned subsidiary. In addition to ProGreen Realty, the Company has established separate LLCs for each of the three properties owned. The Company is the sole member of each LLC.
 
 
6

 
 
ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 1. Financial Statement Presentation (continued)
 
SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation

Going Concern

The Company’s unaudited condensed consolidated financial statements for the period ended October 31, 2012, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has incurred losses from operations since its change of ownership, management and line of business on April 30, 2009. Management recognizes that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing, as the Company continues to incur losses from operations.
 
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 $214,000 of cash to support its operations and such cash needs are expected to continue in the upcoming year. As of October 31, 2012, the Company has approximately $71,000 in cash and a working arrangement with American Residential Gap ApS, which will provide liquidity.

The Company has recently financed its operations through sales of its properties and through a sale of a portion of its investment notes and securities. The Company does not expect to receive revenues to cover its costs of property acquisitions in the near future and will require external financing to continue acquisitions and sales of properties. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. Obtaining additional financing from current or other sources would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include adjustments that might result from the outcome of these uncertainties.

Basis of consolidation

The unaudited condensed 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.
 
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.

 
7

 
 
ProGreen Properties, Inc.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 1. Financial Statement Presentation (continued)
 
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
 
Receivable - sale of properties
The receivable sale of properties receivable is carried at net realizable value.

Investment - non-marketable securities
Investment - non-marketable securities are carried at cost which approximates fair value.

Note receivable - ARG
Note receivable- ARG is carried at cost which approximates fair value

Note receivable – rental property
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 October 31, 2012 or April 30, 2012.

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.
 
 
8

 

ProGreen Properties, Inc.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 1. Financial Statement Presentation (continued)

Advertising costs
Advertising costs are expensed as incurred. Total advertising expenditures for the six months ended October 31, 2012 and 2011 were $22,387 and $6,046, 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.

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. Deferred revenue is $0 at October 31, 2012 and April 30, 2012.

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 2013 classifications.

Recent Accounting Pronouncements
In July 2012 the FASB issued ASU No. 2012-02 “ Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” The amendment permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of the guidance is not expected to have a material impact on the Company's Consolidated Financial Statements or the Notes thereto.

 
9

 

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012

Note 2. Property and Equipment

Major classifications of property and equipment at October 31, 2012, and April 30, 2012 are summarized as follows:

The Company owned two and three condominiums as of October 31, 2012 and April 30, 2012, respectively.
 
   
October 31,
2012
   
April 30,
2012
 
Condominiums – rental properties
  $ 121,997     $ 171,497  
Less: accumulated depreciation
    (8,215 )     (10,645 )
Rental properties, net of accumulated depreciation
  $ 113,782     $ 160,852  
Properties under development
  $ -     $ -  
 
   
October 31,
2012
   
April 30,
2012
 
Vehicles
  $ 63,252     $ 22,350  
Furniture
    3,563       3,563  
Office equipment
    2,927       2,927  
Total vehicles, furniture and equipment
    69,742       28,840  
Less: accumulated depreciation
    (11,367 )     (6,605 )
Net carrying amount
  $ 58,375     $ 22,235  
 
Note 3.  Residential Leases

As of October 31, 2012, the Company has entered into leases on two renovated properties.  Lease terms range from twelve to twenty-four months with lease payments ranging from $1,200 - $1,400 per month.   Below are the future minimum rental payments related to these leases are as follows:
 
   
Rental
 
Year ending April 30,
 
Amount
 
2013
  $ 30,000  
2014
    15,200  
    $ 45,200  
 
 
10

 
 
ProGreen Properties, Inc.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 4. Receivable - Sale of Properties

On October 31, 2012 Company sold 100% of its membership interest in one Michigan limited liability company, which held title to a property, to American Residential GAP, LLC (“ARG US”) pursuant to a Membership Interest Purchase Agreement, dated October 31, 2012 (the “Agreement”), between the Company and ARG US.  The purchase price for the property was $45,000 which is recorded as a receivable as of October 31, 2012. In November 2012 the Company collected the $45,000 in cash.

On October 31, 2012 the Company and ARG US entered into a management agreement whereby the Company will manage, lease, operate, maintain and repair the property for which it receives a management fee of ten percent of the monthly rent. The Company has guaranteed rents, in accordance with the terms of each lease, through October 31, 2013. No reserve for the guarantee has been recorded as management believes the likelihood is remote that material amounts will be required under this guarantee.

On April 30, 2102 the Company sold 100% of its membership interest in five Michigan limited liability companies, which each held title to a property, to ARG US  pursuant to a Membership Interest Purchase Agreement, dated as of April 30, 2012 (the “April Agreement”), between the Company and ARG US. The purchase price for the five properties was $384,000, of which $144,000 (gross contract amount) was paid in cash and the balance of $240,000 is evidenced by 48 ARG corporate bonds (as so termed under ARG’s corporate documents) with a nominal value of $5,000 per bond (See Notes 5 and 6).  The cash portion was recorded as a receivable in the amount of $142,654 (net of settlement) as of April 30, 2012. In May 2012 the cash was received thus the receivable relating to the cash portion of the sale is $0 at October 31, 2012.

Effective April 30, 2012 the Company and ARG US entered into a management agreement whereby the Company will manage, lease, operate, maintain and repair the five properties for which it receives a management fee of ten percent of the monthly rent. The Company has guaranteed rents, in accordance with the terms of each lease, through April 30, 2013. No reserve for the guarantee has been recorded as management believes the likelihood is remote that material amounts will be required under this guarantee.

Note 5.  Note Receivable – ARG

In connection with the April 2012 sale of properties discussed in Note 4, the $240,000 balance due under the sale was evidenced by 48 ARG corporate bonds (as so termed under ARG’s corporate documents) with a nominal value of $5,000 per bond (totaling $240,000).   Of the 48 ARG bonds, 24 were ARG debt obligations (“ARG debt obligation bonds”) in the principal amount of $5,000 each, totaling $120,000, due in five years and bearing interest at the rate of 6% per annum, receivable quarterly commencing December 31, 2012.  The remaining 24 ARG bonds were convertible into shares of ARG common stock, each bond being convertible into 5,000 shares of ARG common stock with a market value of $1.00 each (“ARG convertible share bonds”), totaling $120,000. As of April 30, 2012 the Company transferred six ARG debt obligation bonds in the amount of $30,000 and the rights to conversion shares for six ARG convertible share bonds in the amount of $30,000 in satisfaction of $60,000 of an April 30, 2012 interest payment due Rupes Futura AB on the Company’s outstanding $500,000 convertible debenture (see Note 9), resulting in a Note Receivable - ARG balance $180,000 at April 30, 2012.

In June 2012 the Company sold three ARG debt obligation bonds in the amount of $15,000 and three ARG convertible share bonds (which were converted to converted to shares of ARG common stock at ARG’s annual general meeting held on June 29, 2012) in the amount of $15,000 to an independent investor totaling $30,000.

At October 31, 2012, the Company continues to hold 15 of the ARG debt obligation bonds recorded as Note Receivable – ARG in the amount of $75,000 and 75,000 shares of ARG common stock recorded as Investment –non-marketable securities in the amount of $75,000 (see Note 6).

 
11

 

ProGreen Properties, Inc.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 6. Investment - Non-marketable Securities

At October 31, 2012 the Company held 75,000 shares of ARG common stock with a total cost, which approximates fair value, of $75,000 – (See Note 5).

Note 7. Note receivable - rental property

On August 21, 2012 the Company sold one property with a sales price of $60,000 of which $10,000 was financed by the Company which is recorded as a note receivable with a balance of $9,233 as of October 31, 2012.  The note is due in August 21, 2014 with monthly payments of $457, including interest at 9.00% per annum.

The Company sold one property on land contract in the year ended April 30, 2011.  The remaining balance of the note receivable was $0 as of October 31, 2012 down from approximately $75,600 as of April 30, 2012.

Note 8.  Fair Value Measurement

The Company utilizes the accounting guidance for fair value measurements and discloses for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period.
 
The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability.  ASC 820, "Fair Value Measurements and Disclosures", establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers are defined as follows:  

Level 1 - Observable inputs such as quoted market prices in active markets.
Level 2 - Inputs other then quoted prices in active markets that are either directly or indirectly observable.
Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of October 31, 2012, the Company held certain financial instruments that are measured at cost on a recurring basis.  These consisted of a note receivable from ARG of $75,000 and  non-marketable securities of $75,000. The cost of the non-marketable securities and note receivable from ARG approximate their fair value and are categorized as Level 3.

Note 9. 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.

 
12

 
 
ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 9. Related Party Secured Convertible Debenture Agreement (continued)

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 or the Company, at its sole option, may elect to pay any interest payment on the Debenture in cash, such cash interest payment to be payable no later than one hundred eighty (180) days from the original interest payment due date. 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 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 15.19% and 24.37 % which resulted in interest expense of $37,582 and $57,167 for the six months ended October 31, 2012 and 2011, respectively.

As of April 30, 2012, the Company transferred six ARG debt obligation bonds and the rights to the conversion shares for six ARG convertible share bonds to RF in satisfaction of $60,000 of the $67,500 annual interest payment due RF under the terms of the Company’s outstanding $500,000 debenture held by RF.   As of October 31, 2012, the Company had not paid the $7,500 balance owing of the annual interest payment, which default has been waived by RF. (See Note 5)

Note 10.  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, 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 to be purchased by EIG on or before July 16, 2009; the Phase II tranche of 43,108,504 shares to be purchased by EIG on or before December 31, 2009; and the Phase III tranche of 48,875,855 shares of Common Stock to be purchased by EIG on or before July 16, 2010. As of April 30, 2012 all of the Phase I and Phase II shares, and 39,100,684 shares of the Phase III tranche, have been purchased, and there is a remaining balance of $100,000 payable to complete payment of the Phase III purchase price.

Under a December 1, 2009 Amendment to the Subscription Agreement, EIG pays penalty interest at a rate of 13.5% per annum on the unpaid balance as of the final purchase date of the Phase III shares from that date to the date the shares are purchased.

As of October 31, 2012 all of the Phase I and Phase II shares have been purchased and 39,100,684 shares of the Phase III tranche.

As of October 31, 2012 the remainder of the Phase III purchase price and the applicable interest has been included in
stockholders’ equity as amount due from subscriber under subscription agreement. The remaining balance of $100,000 and related interest have not been received prior to the issuance of the financial statements.

 
13

 
 
ProGreen Properties, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 11. 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:

      Rental  
Year ending April 30,     Amount  
2013
  $ 21,518  
2014
    28,714  
2015
    28,965  
2016
    12,069  
    $ 91,266  
 
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 October 31, 2012 balance sheet.

The Company recorded $12,073 rental expense as a result of the lease for each of the six months ended October 31, 2012 and 2011.
 
Note 12. Payable Under Management Agreement

ProGreenManagement has entered into management agreements with certain property owners to manage rental properties and under the terms of the agreements ProGreen Management collects rent and remits the property owners’ portion of collected rent, net of a management fee to the owners. At October 31, 2012 and April 30, 2012 net rent amounts due totaled $ 0 and $4,030, respectively.

Note 13. Note Payable

The Company has a note payable of $12,348 and $14,630 outstanding as of October 31, 2012 and April 30, 2012, respectively, which bears a fixed rate of interest of 6.99% and provides for monthly payments of $463 through March 2015.

The Company has a note payable of $37,314 and $0 outstanding as of October 31, 2012 and April 30, 2012, respectively, which bears a fixed rate of interest of 2.90% and provides for monthly payments of $679 through October 2017.

Note 14.  Income Taxes

The Company has not recorded any income tax benefit for the six months ended October 31, 2012 and 2011.  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 Net Operating Loss carry forward.
 
 
14

 
 
ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012
 
Note 15.  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 reflect, in periods in which they have a dilutive effect, the effect of common shares issuable under the subscription agreement.

Losses per share have been computed based on the following:

   
Six months
ended
October 31,
   
Six months
ended
October 31,
 
   
2012
   
2011
 
Net loss
  $ (248,494 )     (236,196 )
Average number of common shares outstanding used to calculate basic loss per share
    104,329,703       104,294,920  
Effect of dilutive subscribed shares
    9,775,171       9,775,171  
Average number of common shares outstanding used to calculate diluted earnings per share
    114,104,874       114,070,091  
 
Note 16. Commitments
 
The Company has no pending offers to purchase additional properties as of October 31, 2012.
 
Note 17. Amendments to Certificate of Incorporation

Increase in Authorized Common Stock
In October 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.

The amendments to the Company’s Certificate of Incorporation that were so approved also authorized 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.  As of October 31, 2012, no shares of preferred stock were issued and outstanding.

 
15

 
 
ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012

Note 18. Restricted Stock Units

As of April 30, 2012, the Board of Directors approved the Company’s 2012 Employee Stock Option Plan, pursuant to which 10,000,000 shares of Common Stock are reserved for issuance to employees and officers and directors of, and consultants to, the Company.  Effective June 1, 2012 the Board of Directors approved the award of 4,200,000 restricted stock units (“RSUs”) under the Company’s 2012 Employee Stock Option Plan as follows: 3,000, 000 RSU’s were awarded to the Company’s Chief Executive Officer; 600,000 RSUs to a director of the Company; and 600,000 RSU’s to the manager of the Company’s real estate operations.
 
The RSUs were awarded pursuant to restricted stock units agreements (“RSU Agreement”), which provide for a period of five years from the date of the award during which, once vesting conditions are satisfied, that the shares of our common stock underlying the RSU at the option of the holder of the RSU can be released. The vesting conditions set forth in the three RSU Agreements approved June 1, 2012 are as follows: The interest of the holder of the RSU’s pursuant to a RSU Agreement shall become non-forfeitable or vested in 1/3 increments on the later of (i) the first, second and third anniversary dates of the grant of the award, and (ii) the trading price of our common stock for a period of twenty days having equaled or exceeded $0.15 per share for the first annual vesting date, $0.25 per share for the second annual vesting date, and $0.35 per share for the third annual vesting date.   As of October 31, 2012 compensation expense of $17,500 was recorded as follows:

Number of restricted stock units issued on June 1, 2012
    4,200,000  
Stock price on grant date
  $ 0.03  
Vesting Period
 
3 years
 
Estimated fair value at date of issuance
  $ 126,000  
June 1, 2012 through October 31, 2012 Compensation Expense
  $ 17,500  
 
Note 19. Subsequent Events

Subsequent to October 31, 2012 the Company has retained a new Controller to whom 600,000 RSUs have been issued as part of his initial remuneration package.

Management has evaluated subsequent events through December 13, 2012 the date on which the financial statements were available to be issued.
 
 
16

 
 
 
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.
 
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. The purchase of a condominium unit on July 28, 2009 initiated our planned new business operations directed at purchasing income-producing residential real estate apartment homes, condominiums and houses in the State of Michigan, where we believe favorable investment opportunities exist based on current market conditions.
 
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 Properties Management LLC, another wholly owned subsidiary.
 
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 firm third party commitments for the capital we will require for these planned investments, although we have concluded a working agreement, resulting in the sale of five properties, with one group and have also been evaluating financing opportunities with several other groups.  The transaction structure discussed is where ProGreen would sell to these investors income producing investment properties, which have been acquired and refurbished, as well as leased out, by ProGreen.  The properties sold would continue to be managed by ProGreen. We are continuing to look for investment partners for the acquisition of larger scale multi-family properties.
 
 
17

 
 
Sale of Properties to American Residential Gap ApS

 
In the first quarter of fiscal 2013 we entered into our first working agreement with a European group through American Residential Gap LLC (ARG US). ARG US is a wholly-owned subsidiary of American Residential Gap ApS (ARG), a newly formed property investment company that has been set up in Denmark by a number of Scandinavian investors. ARG’s business plan is to acquire income producing residential properties in the US. Under the terms of the working agreement, we will sell income producing properties to ARG. The properties will have been initially been purchased, refurbished and leased to suitable tenants by ProGreen, yielding a stipulated minimum return on investment. All properties sold will continue to be managed by ProGreen.  We have also agreed with ARG that they will be financing properties for ProGreen during the process of refurbishment and leasing, prior to the properties being sold to ARG as income producing investment properties.
 
On October 31, 2012 we sold 100% of its membership interest in one Michigan limited liability company, which held title to a property, to American Residential GAP, LLC (“ARG US”) pursuant to a Membership Interest Purchase Agreement, dated October 31, 2012 (the “Agreement”), between the Company and ARG US.  The purchase price for the property was $45,000 which is recorded as a receivable as of October 31, 2012. In November 2012 the Company collected the $45,000 in cash.

We completed the first sale of five properties to ARG on April 30, 2012. The purchase price for the five properties was $384,000, of which $144,000 (gross contract amount) was paid in cash and the balance of $240,000 was evidenced by 48 ARG corporate bonds (as so termed under ARG’s corporate documents) with a nominal value of $5,000 per bond.  The cash portion was recorded as a receivable in the amount of $142,654 (net of settlement) as of April 30, 2012. In May 2012 the cash was received thus the receivable relating to the cash portion of the sale is $0 at October 31, 2012.

In connection with the April 2012 sale of properties discussed in the previous paragraph, the $240,000 balance due under the sale was evidenced by 48 ARG corporate bonds (as so termed under ARG’s corporate documents) with a nominal value of $5,000 per bond (totaling $240,000).   Of the 48 ARG bonds, 24 were ARG debt obligations (“ARG debt obligation bonds”) in the principal amount of $5,000 each, totaling $120,000, due in five years and bearing interest at the rate of 6% per annum, receivable quarterly commencing December 31, 2012.  The remaining 24 ARG bonds were convertible into shares of ARG common stock, each bond being convertible into 5,000 shares of ARG common stock with a market value of $1.00 each (“ARG convertible share bonds”), totaling $120,000. As of April 30, 2012 the Company transferred six ARG debt obligation bonds in the amount of $30,000 and the rights to conversion shares for six ARG convertible share bonds in the amount of $30,000 in satisfaction of $60,000 of an April 30, 2012 interest payment due Rupes Futura AB on the Company’s outstanding $500,000 convertible debenture resulting in a Note Receivable - ARG balance $180,000 at April 30, 2012.
 
During the six month period ended October 31, 2012 the Company sold three ARG debt obligation bonds in the amount of $15,000 and three ARG convertible share bonds (which were converted to converted to shares of ARG common stock at ARG’s annual general meeting held on June 29, 2012) in the amount of $15,000 to an independent investor totaling $30,000.
 
At October 31, 2012, the Company continues to hold 15 of the ARG debt obligation bonds recorded as Note Receivable – ARG in the amount of $75,000 and 75,000 shares of ARG common stock recorded as Investment –non-marketable securities in the amount of $75,000.
 
 
18

 
 
The Company and ARG entered into a management agreements whereby the Company will manage, lease, operate, maintain and repair the above six properties for which it receives a management fee of ten percent of the monthly rent.
 
RESULTS OF OPERATIONS
 
Six Months Ended October 31, 2012 Compared to Six Months Ended October 31, 2011
 
During the six months ended October 31, 2012, we incurred a net loss from continuing operations of $248,494 compared to a loss of $236,200 for the six months ended October 31, 2011. The increase in our loss from continuing operations for the six months ended October 31, 2012 over the comparable period of the prior year is due to a decrease in revenue of $8,935, offset by the changes in expenses.  Revenue increased due to an increase in proceeds from the sale of condominiums of $15,000, net of a decrease in the related cost of the properties of $25,855, resulting in gain on sale of properties from a loss of $903 to a gain of $39,952.  In the first six months of the current period the Company sold two properties compared to one sale in the same period of the prior year.  Revenue from the proceeds from the sale of condominiums was offset by a decrease in rental revenue of $24,630.  Rental revenue decreased because the number of rental units has decreased to two properties at October, 31, 2012 as properties were sold and no new properties have been purchased.  Commission revenue decreased from $9,765 to $ 1,000 in the six months ended October 31, 2012 compared to the six months ended October 31, 2011 because only one property was purchased generating commission income. The Company earned management fees and other revenue of approximately $4,561 and $4,900, respectively for the six months ended October 31, 2012 as compared with $0 for the comparable period in 2011. This increase is the result of the management agreements the Company has entered into to manage some of the sold properties and fees charged to upgrade sold properties.
 
There have been increases in certain expenses in the six months ended October 31, 2012 compared to the six months ended October 31, 2011as follows: rental property operating costs increased $8,722 due to improvement and maintenance on 8 Mile as well as on Country Way and Lasher; advertising increased $16,341; and compensation expense increased $17,500 from the comparable period as a result of the award of restricted stock units in the two quarters ended October 31, 2012.  General and administrative expenses increased $51,190 mainly due to the Company President’s salary of $48,000 as compared to $0 for the comparable period of the prior year.  The increases in expenses were partially offset by a $41,879 decrease in professional fees attributable to an increase in professional fees and legal fees of $22,124 offset by a decrease in consulting and investing fees of $62,500, mainly due to the Company President’s consulting fee of $48,000 in the prior period.  In addition, interest expense decreased $19,585 due to the discount on the conversion feature of the debenture being fully amortized at April 30, 2012. Such amortization of discount resulted in interest expense of $20,131 for the six months ended October 31, 2011 and $0 for the current six month period.
 
Professional expenses continue to be significant due to the compliance cost associated with being a public company.
 
Quarter Ended October 31, 2012 Compared to Quarter Ended October 31, 2011
 
During the quarter ended October 31, 2012, we incurred a net loss of $118,000 compared to a net loss of $103,000 for the quarter ended October 31, 2011. The increase in our loss from continuing operations for the three months ended October 31, 2012 over the comparable period of the prior year is due to a decrease in revenue of $6,684 offset by the changes in expenses.  Revenue increased due to an increase in proceeds from the sale of condominiums of $15,000 net of a decrease in the related cost of the properties of $25,855, resulting in gain on sale of properties from a loss of $903 to a gain of $39,952.  In the second quarter of the current period the Company sold two properties compared to one sale in the same period of the prior year.  Revenue from the proceeds from the sale of condominiums was offset by a decrease in rental revenue of $14,960.  Rental revenue decreased because the number of rental units has decreased to two properties at October, 31, 2012 compared to seven properties in the comparable period ended October 31, 2011.  Commission revenue decreased from $9,765 to $0 in the three months ended October 31, 2012 as compared to three months ended October 31, 2011, as there were no properties purchased in the current quarter.  The Company earned management fees of approximately $2,941 for the three months ended October 31, 2012 as compared with $0 for the comparable period in 2011. This increase is the result of the management agreements the Company has entered into to manage some of the sold properties.
 
 
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There have been fluctuations in certain expenses in the three months ended October 31, 2012 as compared to the three months ended October 31, 2011. Rental property operating costs decreased $3,471 due to a decrease in the number of rental properties. Advertising increased $5,144. Compensation expense increased $10,500 from the comparable period as a result of the award of restricted stock units in the second quarter ended October 31, 2012.
 
General and administrative fees increased $28,489 for the quarter ended October 31, 2012 as compared to the same period of the prior year mainly due to a salary of $24,000 to the Company’s President.
 
The increases in expenses were offset by a $9,872 decrease in interest expense due to the discount on the conversion feature of the debenture being fully amortized at April 30, 2012. Such amortization of discount resulted in interest expense of $10,065 for the three months ended October, 31, 2011 and $0 for the current three month period.
 
LIQUIDITY AND CAPITAL RESOURCES
 
At October 31, 2012, we had total assets of $465,000, compared to total assets of $606,000 at April 30, 2012. The decrease in total assets was primarily due to the receipt of cash relating to the Company’s sale of properties which was a receivable on April 30, 2012 in the amount of $143,000 partially offset by an increase of $45,000 in receivable relating to a current quarter sale of a property.  Investments notes decreased $30,000 due to a sale of a portion of investment notes in the first quarter.  Rental properties decreased $47,070 due to the sale of a completed property in the current quarter. Note receivable rental property decreased $66,000 due to the receipt in full of $75,603 relating to a land contract on a prior year sale of property which was offset by a note receivable relating to the sale of property under development in the current quarter. The Company financed a portion of the sale, and the balance of note receivable is $9,233 as of October 31, 2012.
 
Cash increased $57,700 from April 30, 2012 to October 31, 2012.  At October 31, 2012, we had stockholders’ deficit of $247,000 compared to deficit of $16,000 as of April 30, 2012.  The increase in stockholders’ deficit was primarily due to net operating losses of $249,000 in the six month period ended October 31, 2012.
 
Rental property

Rental properties decreased to approximately $114,000 as of October 31, 2012, from $160,900 as of April 30, 2012 due to the sale of one completed rental property.  As of October 31, 2012, the Company has entered into leases on all renovated properties.  Lease terms range from twelve to twenty-four months with lease payments ranging from $1,200 - $1,400 per month.
 
Properties under development

Properties under development remains unchanged as of October 31, 2012 from April 30, 2012; however, one property in the amount of $20,460 was developed and sold in the first six months of fiscal 2013.

Cash

Cash increased approximately $57,700 for the six months ended October 31, 2012.   The Company received $193,400 in proceeds from the sale of property and approximately $30,000 from the sale of investment notes.  The Company invested approximately $20,500 in properties, expended approximately $139,400 to fund operations and repaid $5,900 on notes payable.
 
Note receivable - rental property

On August 21, 2012 the Company sold one property with a sales price of $60,000, of which $10,000 was financed by the Company, which is recorded as a note receivable with a balance of $9,233 as of October 31, 2012.  The note is due August 21, 2014 with monthly payments of $457, including interest at 9.00% per annum.
 
 
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The Company sold one property on land contract in the year ended April 30, 2011.  The remaining balance of the note receivable was $0 as of October 31, 2012 down from approximately $75,600 as of April 30, 2012.

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 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, to be purchased by EIG on or before July 16, 2009; the Phase II tranche, of 43,108,504 shares, to be purchased by EIG on or before December 31, 2009; and the Phase III tranche, of  48,875,855 shares of Common Stock, to be purchased by EIG on or before July 16, 2010.  As of October 31, 2012 all of the Phase I and Phase II shares, and 39,100,684 shares of the Phase III tranche, have been purchased, and there is a remaining balance of $100,000 payable to complete payment of the Phase II purchase price.  Under a December 1, 2009, Amendment to the Subscription Agreement, EIG pays a penalty interest rate of 13.5% per annum on the unpaid balance as of the final purchase date of the Phase III shares from that date to the date the shares are purchased.
 
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 any purchases of larger apartment complex properties, we estimate that we will be required to find investment partners to provide financing in the range of $5 million to $25 million over the next 12-24 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, 2012. 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.
 
 
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ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not applicable.
 
ITEM 4.       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 II—OTHER INFORMATION
 
ITEM 6. EXHIBITS.
 
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, furnished herewith.
101.INS  XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document
 
 
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SIGNATURES
 
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: December 14, 2012
 
 
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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, furnished herewith.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
 
* XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
 
 
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