UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

 

FORM 10-Q

 

☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2014

 

OR

 

☐ 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 000-25429

 

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 ☒ NO ☐

 

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 ☒ No ☐

 

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  ☐		Accelerated filer  ☐
Non-accelerated filer    ☐		Smaller reporting company  ☒

(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). ☐ Yes ☒ No

 

The number of shares outstanding the issuer's common stock, par value $.0001 per share, was 104,329,703 as of December 19, 2014.

 

 

 

PROGREEN PROPERTIES, INC.

 

INDEX

 

		Page
Part I.  Financial Information		1
Item 1. Financial Statements		1
Condensed Consolidated Balance Sheets as of October 31, 2014 (unaudited) and as of April 30, 2014		2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended October 31, 2014 and 2013 (unaudited)		3
Condensed Consolidated Statements of Stockholders’ Deficit  (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 31, 2014 and 2013 (unaudited)		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		13
Item 3. Quantitative and Qualitative Disclosures about Market Risk		17
Item 4. Controls and Procedures.		17
Part II. Other Information		18
Item 6. Exhibits.		18
Signatures		19

 

 

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, 2014.

 

The results of operations for the three and six months ended October 31, 2014 and 2013 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

 

ProGreen Properties, Inc.
Condensed Consolidated Balance Sheets
		October 31,				April 30,
		2014				2014
		(Unaudited)
Assets
Cash		$	74,851			$	176,760
Properties under development			73,634				92,730
Other receivables			5,114				7,521
Note receivable - rental property			2,491				3,707
Prepaid expenses			6,250				3,454
Deposits			5,000				5,000
Property and equipment:
Vehicles, furniture and equipment, net of accumulated depreciation of $38,551 and $31,755			31,191				37,987
Total assets		$	198,531			$	327,159
Liabilities and Stockholders' Deficit
Accounts payable and accrued expenses		$	120,595			$	57,389
Accrued interest			128,813				90,108
Payable under management agreement			25,783				6,771
Obligations under capital leases			25,498				31,843
Notes payable			382,902				385,000
Note payable related party			-				40,000
Tenant deposits			9,843				10,962
Convertible debenture payable to related party, net of unamortized discount of $153 and $4,031			499,847				495,969
Total liabilities			1,193,281				1,118,042
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, 2014 and April 30, 2014			10,433				10,433
Additional paid in capital			3,139,930				3,122,707
Less: amount due from related party subscriber under subscription agreement			(157,995	)			(151,189	)
Accumulated deficit			(3,987,118	)			(3,772,834	)
Total stockholders' deficit			(994,750	)			(790,883	)
Total liabilities and stockholders' deficit		$	198,531			$	327,159

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

ProGreen Properties, Inc.
Condensed Consolidated Statements of Operations
(UNAUDITED)
		Three Months Ended								Six Months Ended
		October 31,								October 31,
		2014				2013				2014				2013
Revenues:
Proceeds from sale of properties		$	200,000			$	85,000			$	200,000			$	85,000
Commissions revenue			14,175				-				19,245				1,500
Management fee revenue			2,202				2,992				4,565				5,990
Other income			1,254				-				1,404				100
Total Revenue		$	217,631			$	87,992			$	225,214			$	92,590
Expenses:
Cost of properties sold			167,444				67,916				167,444				67,916
Rental property operating costs			(320	)			(1,763	)			270				(1,293	)
Reserve for rent guarantee (recovery)			1,600				850				1,250				850
Advertising			312				5,029				1,233				6,811
Depreciation			3,398				3,398				6,796				6,796
Compensation expense			11,125				11,625				23,417				23,250
Compensation expense (recovery)			(13,000	)			-				(13,000	)			-
General & administrative			50,014				42,486				103,935				99,427
Other expenses			-				-				-				1,706
Professional fees			29,399				42,293				89,004				93,255
Total operating expenses		$	249,972			$	171,834			$	380,349			$	298,718
Operating loss			(32,341	)			(83,842	)			(155,135	)			(206,128	)
Other expenses and income:
Interest expense			(30,617	)			(19,474	)			(59,303	)			(38,658	)
Interest income			65				166				154				377
Loss before income tax expense		$	(62,893	)		$	(103,150	)		$	(214,284	)		$	(244,409	)
Income tax expense			-				-				-				-
Net Loss			(62,893	)			(103,150	)			(214,284	)		$	(244,409	)
Net loss per share - basic		$	-			$	-			$	-			$	-
Net loss per share - diluted		$	-			$	-			$	-			$	-
Weighted average shares outstanding - basic and fully diluted			104,329,703				104,329,703				104,329,703				104,329,703

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

ProGreen Properties, Inc.
Condensed Consolidated Statements of Stockholders' Deficit
(UNAUDITED)
		Number of												Amount Due
		Shares								Additional				Under								Net
		Issued and				Common				Paid In				Subscription				Accumulated				Stockholders'
		Outstanding				Stock				Capital				Agreement				Deficit				Deficit
Balance at April 30, 2013			104,329,703			$	10,433			$	3,062,707			$	(137,689	)		$	(3,286,804	)		$	(351,353	)
Amount due from subscriber under subscription agreement											13,500				(13,500	)
Amount due under restricted stock unit agreement											46,500												46,500
Net  loss																			(486,030	)			(486,030	)
Balance at April 30, 2014			104,329,703			$	10,433			$	3,122,707			$	(151,189	)		$	(3,772,834	)		$	(790,883	)
Amount due from subscriber under subscription agreement											6,806				(6,806	)
Amount due under restricted stock unit agreement											23,417												23,417
Cancelled restricted stock units											(13,000	)											(13,000	)
Net  loss																			(214,284	)			(214,284	)
Balance at October 31, 2014			104,329,703			$	10,433			$	3,139,930			$	(157,995	)		$	(3,987,118	)		$	(994,750	)

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

ProGreen Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(UNAUDITED)
		Six Months Ended
		October 31,
		2014				2013
Cash provided by (used in) operating activities
Net loss		$	(214,284	)		$	(244,409	)
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation - restricted stock units			23,417				23,250
Recovery - restricted stock units			(13,000	)			-
Depreciation and amortization			6,796				6,796
Gain on sale of properties			(32,556	)			(17,084	)
Amortization of discounts on debenture to related party			3,878				3,391
Acquisition and development of properties			(148,348	)			(67,916	)
Proceeds from sale of properties			200,000				58,000
Changes in operating assets and liabilities:
Accounts receivable			2,407				2,588
Accrued interest receivable			-				1,380
Note receivable			1,216				1,068
Prepaid expenses			(2,796	)			(1,984	)
Deposits			-				1,000
Accounts payable and accrued expenses			100,792				47,887
Payable under management agreement			19,012				27,467
Cash used in operating activities			(53,467	)			(158,566	)
Cash provided by investing activities
Proceeds from sale of investment notes			-				60,000
Cash provided by investing activities			-				60,000
Cash provided by (used in) financing activities
Proceeds from notes payable			212,903				-
Repayment of notes payable			(215,000	)			-
Repayment of notes payable related party			(40,000	)			-
Decrease in obligations under capital leases			(6,345	)			(6,062	)
Cash used in financing activities			(48,442	)			(6,062	)
Net change in cash			(101,909	)			(104,628	)
Cash at beginning of period			176,760				152,318
Cash at end of period		$	74,851			$	47,690
Supplemental information:
Noncash transaction: payment from accumulated rent due		$	-			$	27,000
Cash paid for interest		$	16,720			$	1,240

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

Note 1. Financial Statement Presentation

 

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) 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 U.S. GAAP for complete financial statements and they should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended April 30, 2014 (the “Annual Report”). 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, 2014, are not necessarily indicative of the results that may be expected for the year ending April 30, 2015. 

 

Basis of Presentation

 

The Company’s significant accounting policies are summarized in Note 1 of the Annual Report. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the interim unaudited condensed consolidated financial statements. There were no significant changes to these accounting policies during the six months ended October 31, 2014, and the Company does not expect the adoption, as applicable, of other recent accounting pronouncements will have a material impact on its financial statements. 

 

Going Concern 

 

The Company’s unaudited condensed consolidated financial statements for the period ended October 31, 2014, 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. On April 30, 2009, we ceased operations conducting investigations and laboratory analysis and, pursuant to a settlement agreement, settled material litigation with the plaintiffs. The remaining assets and liabilities were transferred to a separate entity owned by the previous executive officers of the Company, and the Company is now controlled by the former plaintiffs in the now settled litigation. Management recognizes successful business operations and the Company’s transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure. The accompanying unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of uncertainties.

 

The Company will continue to incur costs that are necessary for it to remain an active public company. In the current fiscal year, the Company used approximately $53,000 of cash to support its operations and such cash needs are expected to continue in the upcoming year.  As of October 31, 2014, the Company has approximately $75,000 in cash.

 

During the six months ended October 31, 2014 the Company spent approximately $148,000 to acquire and/or develop three properties. 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.

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

Note 1. Financial Statement Presentation (continued)

 

On July 19, 2013, the Company entered into an Investment Agreement (“AMREFA Agreement”) with American Residential Fastigheter AB (“AMREFA”), which provides generally for an intended investment of up to $3,000,000 by AMREFA for the purpose of acquisition of investment properties in the U.S. from the Company. During the six months ended October 31, 2014, AMREFA has loaned the Company an additional $199,000. The Company has reduced the amount due to AMREFA by $215,000 as a result of the Company’s sale of two properties to American Residential Gap, LLC, whose sole member is AMREFA, during the six months ended October 31, 2014. As of October 31, 2014 notes payable to AMREFA total $368,796 plus accrued interest totaling $10,827. The notes payable and accrued interest are due in less than twelve months.

 

During the six months ended October 31, 2014, the Company paid in full the $40,000 note payable plus accrued interest of $3,742 which was due to the Company’s controller.

 

During the six months ended October 31, 2014, the Company entered into two notes payable to the City of Southfield totaling $14,106 (collectively, the “Southfield debt”) to finance the City of Southfield’s assessments on one of the Company’s sold properties. The Southfield debt and accrued interest is due over a 17 year period commencing August 31, 2015. ARG has confirmed that it will assume the Southfield debt in connection with the next occurring property sale by the Company to ARG, in which transaction the amount of the Southfield debt represented by the two notes so assumed would be reflected as a credit to ARG’s property purchase price in the sale.

 

Reclassifications

 

Certain amounts in previous periods have been reclassified to conform to fiscal year ending April 30, 2015 classifications.

 

Note 2. Rental Properties and Properties under Development

 

The Company held one property under development and no rental properties at October 31, 2014. The Company held two properties under development and no rental properties at April 30, 2014.

 

Note 3. 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 $2,491 and $3,707 as of October 31, 2014 and April 30, 2014, respectively. The note was due August 21, 2014 with monthly payments of $457, including interest at 9.00% per annum. Subsequent to October 31, 2014, the Company received the full amount of the note payments due and the related interest.

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

Note 4. Payable Under Management Agreement

 

ProGreen Management has entered into management agreements with certain property owners whereby the Company manages, leases, operates, maintains and repairs the properties for which it receives a management fee of ten percent of the monthly rent. ProGreen Management collects rent and remits the property owners’ portion of collected rent, net of a management fee to the owners. At October 31, 2014 and April 30, 2014, net rent amounts due totaled $25,783 and $6,771, respectively.

 

In addition, for certain properties the Company has guaranteed rents, in accordance with the terms of each lease, through October 1, 2015. In connection with the guarantees the Company has recorded reserves totaling approximately $5,500 and $4,250 as of October 31, 2014 and April 30, 2014, respectively which are included in accounts payable and accrued expenses in the accompanying unaudited Condensed Consolidated Balance Sheets.

 

Note 5. Obligations Under Capital Leases

 

The Company leases vehicles under capital leases expiring in various years through fiscal 2018.

 

The following is a schedule by year of future minimum lease payments under the capital leases together with the present value of the net minimum lease payments as of October 31, 2014:

 

Year ending April 30,
2015		$	6,856
2016			8,152
2017			8,152
2018			3,397
Total minimum lease payments			26,557
Less amounts representing interest			(1,059	)
Present value of future minimum lease payments		$	25,498

 

Total lease payments made in the six months ended October 31, 2014 and 2013 were $6,856 consisting of $6,345 and $6,062, principal and $511 and $794 interest, respectively. Principal payments are shown on the Company’s Unaudited Condensed Consolidated Statements of Cash Flow under Financing Activities. Interest expense is included in the Company’s Unaudited Condensed Consolidated Statements of Operations.

 

The cost of the vehicles in the amount of $63,252 at October 31, 2014 and April 30, 2014, is included in the Company’s Unaudited Condensed Consolidated Balance Sheets as a component of vehicles, furniture and equipment, and is being depreciated over an estimated useful life of five years. Depreciation expense of $6,325 is included in the Company’s Unaudited Condensed Consolidated Statements of Operations for the six months ended October 31, 2014 and October 31, 2013.

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

Note 6. Notes Payable

 

The Company is indebted as follows:

 

		October 31,				April , 30
		2014				2014
Note Payable to City of Southfield dated October 29, 2014 bears a fixed rate of interest of 3.00% and requires interest only annual payments for the first three years of the note. Commencing in year four principal and interest are due in fifteen annual installments. The note payable is secured by a property located at 23270 Helen Street,  Southfield Michigan.		$	6,000			$	-
Note Payable to City of Southfield dated October 29, 2014 bears a fixed rate of interest of 3.00% and requires interest only annual payments for the first three years of the note. Commencing in year four principal and interest are due in fifteen annual installments. The note payable is secured by a property located at 23270 Helen Street,  Southfield Michigan.			8,106				-
Note Payable to AMREFA dated October 1, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before October 1, 2015.			27,009				-
Note Payable to AMREFA dated October 1, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before October 1, 2015.			75,457				-
Note Payable to AMREFA dated June 25, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before June 25, 2015.			96,330				-
Note Payable to AMREFA dated April 22, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before April 22, 2015.			135,000				135,000
Note Payable to AMREFA dated March 6, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before December 31, 2014.			35,000				35,000
Note Payable to AMREFA dated February 14, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before December 31, 2014.  Obligation satisfied in sale of property located at 21198 Berg Street, Southfield, Michigan.			-				40,000
Note Payable to AMREFA dated January 16, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before December 31, 2014.  Partially paid off through sale of  property located at  23270 Helen Street, Southfield, Michigan.  Balance paid off through new Note Payable dated October 1, 2014 in the amount of $75,458.			-				100,000
Note Payable to AMREFA dated December 18, 2013 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before December 31, 2014.  Obligation satisfied in sale of property located at 23270 Helen Street, Southfield, Michigan.			-				60,000
Note Payable to AMREFA dated November 14, 2013 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The note was amended to extend the principal and interest due date to on or before December 31, 2014.  Obligation satisfied in sale of property located at 21198 Berg Street, Southfield, Michigan.			-				15,000
		$	382,902			$	385,000

 

The notes payable to AMREFA are unsecured.

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

Note 7. Notes Payable Related Party

 

The note payable to the Company’s controller had a balance outstanding of $0 as of October 31, 2014 and $40,000 as of April 30, 2014.

 

Note 8. Corporate Lease Agreement

 

The Company recorded $12,073 of rental expense as a result of the lease for each of the six months ended October 31, 2014 and 2013.

 

Note 9. Related Party Secured Convertible Debenture Agreement

 

The effective interest rate on the convertible debenture payable to a related party as a result of discounts was 15.10% and 15.13 % which resulted in interest expense of approximately $37,900 and $37,400 for periods ending October 31, 2014 and 2013, respectively. Accrued interest due totaled $118,000 and $84,000 at October 31, 2014 and April 30, 2014, respectively.

 

Note 10. Related Party Subscription Agreement

 

In connection with the related party Subscription Agreement, as of October 31, 2014 and April 30, 2014, the remainder of the purchase price and the applicable interest have been included in stockholders’ deficit as amount due from subscriber under subscription agreement. In December 2014, the Company received $50,000 of the remaining $100,000 purchase price balance and $59,120 of related interest. The remaining balance of the purchase price in the amount of $50,000 has not been received prior to the issuance of the financial statements. See Note 15.

 

Note 11. Income Taxes

 

The Company has not recorded any income tax benefit for the six months ended October 31, 2014 and 2013. 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 carryforward.

 

Note 12. Loss per Share

 

Basic net income (loss) per share is computed using the weighted average number of common stock outstanding during each period. Diluted net income per share is computed using the weighted average number of common stock outstanding during each period and any dilutive potential common shares. Diluted net loss per common share is computed using the weighted average number of common stock outstanding and excludes all dilutive potential common shares because the Company is in a net loss position and their inclusion would be antidilutive.

 

Note 13. Commitments

 

The Company has no pending offers to purchase additional properties as of October 31, 2014.

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

Note 14. Employee Stock Option Plan

 

Restricted Stock Units

 

Under its 2012 Employee Stock Option Plan the Company has awarded 5,400,000 restricted stock units (“RSUs”) to certain employees, officers, directors and consultants. The Board approved effective June 1, 2014, the award of 600,000 restricted stock units under the Company’s 2012 Employee Stock Option Plan to a director of the Company.

 

On October 22, 2014, Henrik Sellmann resigned as a director of the Company. The 600,000 RSUs awarded to him on June 1, 2012 were not fully vested and they expired with his resignation. During the quarter ended October 31, 2014, the Company reversed compensation expense accrued since inception, relating to these RSUs in the amount of $13,000. This amount is included in Company’s Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as a component of accumulated paid in capital and compensation expense recovery is included in the Company’s Unaudited Condensed Consolidated Statements of Operations for the six months ended October 31, 2014

 

For the six months period ended October 31, 2014 and 2013, compensation expense relating to the RSUs was recorded as follows:

 

		October 31,				October, 31
		2014				2013
Number of restricted stock units issued on June 1, 2012 (excluding RSUs issued to Director)			3,600,000				3,600,000
Stock price on grant date		$	0.03			$	0.03
Vesting Period			3 years				3 years
Estimated fair value at issuance		$	108,000			$	108,000
May 1, 2014 through October 31, 2014 Compensation Expense		$	18,000
May 1, 2013 through October 31, 2013 Compensation Expense						$	18,000
Number of restricted stock units issued on June 1, 2012 to Director through July 31, 2014			600,000				600,000
Stock price on grant date		$	0.03			$	0.03
Vesting Period			3 years				3 years
Monthly amount vested		$	500			$	500
Number of months May 1, 2014 through July 31, 2014			3 months
May 1, 2014 through October 31, 2014 Compensation Expense		$	1,500
Number of months May 1, 2013 through October  31, 2013							6 months
May 1, 2013 through October 31, 2013 Compensation Expense						$	3,000
Number of restricted stock units issued on December 3, 2012			600,000				600,000
Stock price on grant date		$	0.03			$	0.03
Vesting Period			4 years				4 years
Estimated fair value at issuance		$	18,000			$	18,000
May 1, 2014 through October 31, 2014 Compensation Expense		$	2,250
May 1, 2013 through October 31, 2013 Compensation Expense						$	2,250
Number of restricted stock units issued on June 1, 2014			600,000
Stock price on grant date		$	0.02
Vesting Period			3 years
Estimated fair value at issuance		$	12,000
May 1, 2014 through October 31, 2014 Compensation Expense		$	1,667
May 1, 2013 through October 31, 2013 Compensation Expense						$	-
Total compensation expense		$	23,417			$	23,250

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2014

Unaudited

 

Note 15. Subsequent Events

 

Effective November 24, 2014, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with KBM Worldwide, Inc. (“KBM”), pursuant to which the Company issued KBM a convertible note in the amount of $43,000, bearing interest at the rate of 8% per annum (the “Convertible Note”). The Convertible Note provides KBM the right, during the period beginning on the date which is one hundred eighty (180) days following the date of the Convertible Note, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at a 39% discount from the market price of the common stock and is payable, together with interest thereon, on November 24, 2015. The Company can repay the Convertible Note prior to maturity (or conversion), provided that it pays 110% of such the outstanding principal amount and accrued and unpaid interest thereon) if the note is repaid within the first 30 days after the issuance date. The prepayment penalty increases to 120% if repayment is during the period which is 31 to 60 days after the issuance date; 125%, if repayment is during the period which is 61 to 90 days after the issuance date; 130%, if repayment is during the period which is 91 to 120 days after the issuance date; and 135%, if repayment is during the period which is 121 days to 180 days after the issuance date. After 180 days have elapsed from the issuance date, the Company has no right to prepay the Convertible Note.

 

In December 2014, the Company received $50,000 of the remaining $100,000 balance and $59,120 of related interest due under the related party subscription agreement. See note 10.

 

Management has evaluated subsequent events through December 19, 2014 the date on which the financial statements were available to be issued.

 

 

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.

 

Our Business

 

OUR BUSINESS

 

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.

 

In fiscal 2012, we entered into a working agreement with American Residential Gap LLC, a wholly-owned subsidiary of American Residential Gap ApS (“ARG”), a property investment company incorporated in Denmark. We completed the sale of eight properties to ARG in fiscal 2012 and 2013. ARG was acquired in 2013 by American Residential Fastigheter AB (“AMREFA”), a company formed under the laws of Sweden. During fiscal 2014 we completed the sale of one property to AMREFA. On July 19, 2013, the Company entered into an Investment Agreement with AMREFA (“Investment Agreement”), which provides generally for an intended investment of up to $3,000,000 by AMREFA for the purpose of acquisition of investment properties in the United States of America (“U.S.”) by the Company.

 

Under the Investment Agreement, Progreen would be provided with 100% property acquisition and refurbishment financing by AMREFA, in the form of property loans. Once the properties acquired have been reformed and updated to ProGreen standards and subsequently leased, showing a minimum initial return of 9.5% per annum to AMREFA, the properties would be acquired by AMREFA as income producing investment properties, managed by ProGreen.  Pursuant to the Investment Agreement, AMREFA’s stated plan is to conduct an offering in Sweden to fund an intended investment of up to $3,000,000 during 2013, with a maximum of 10% of such investment funds designated for subscription, at AMREFA’s sole option, to purchase Progreen common stock.

 

 

During the year ended April 30, 2014 AMREFA loaned the Company $450,000, of which $385,000 was outstanding at April 30, 2014, and a related party loaned the Company an additional $40,000 for acquisitions of investment properties. During the six months ended October 31, 2014 AMREFA has loaned the Company an additional $198,796. During the six months ended October 31, 2014 the Company reduced the amount due to AMREFA by $215,000 as a result of the Company’s sale of two properties to American Residential Gap, LLC, whose sole member is AMREFA, As of October 31, 2014 notes payable to AMREFA total $368,796 plus accrued interest totaling $10,827. The notes payable and accrued interest are due in less than twelve months.

 

During the six months ended October 31, 2014 the Company paid in full the $40,000 related party note payable plus accrued interest of $1,742.

 

During the six months ended October 31, 2014 the Company entered into two notes payable to the City of Southfield totaling $14,106 to finance the City of Southfield’s assessments on one of the Company’s sold properties. The debt and accrued interest is due over a seventeen year period commencing August 31, 2015.

 

RESULTS OF OPERATIONS

 

Three months Ended October 31, 2014 Compared to Three months Ended October 31, 2013

 

During the three months ended October 31, 2014, we incurred a net loss of approximately $62,900 compared to a net loss of approximately $103,150 for the three months ended October 31, 2013. Revenue increased approximately $130,000 in the three months ended October 31, 2014 compared to the three months ended October 31, 2013. Revenue increased in part due to an increase in proceeds from the sale of properties of $115,000. During the three months ended October 31, 2014 the Company sold two properties as compared to the sale of one property during the three months ended October 31, 2013. Revenue also increased due to a commissions revenue increase of approximately $14,000 in the three months ended October 31, 2014 up from $-0- in the three months ended October 31, 2013. The Company received commissions on the sale of two properties in the three months ended October 31, 2014. These increases were partially offset by a decrease in revenue from management fees from approximately $3,000 in three months ended October 31, 2013 to approximately $2,200 in the three months ended October 31, 2014 as a result of the sale of one of the Company managed properties.

 

The Company held one property under development and no rental properties at October 31, 2014. The Company held two properties under development and no rental properties at April 30, 2014.

 

There have been fluctuations in certain expenses in the three months ended October 31, 2014, as compared to the three months ended October 31, 2013. Cost of properties sold increased approximately $99,500 as a result of the sale of two properties in the three months ended October 31, 2014. In the three months ended October 31, 2013 the Company sold one property. Rental property operating costs increased approximately $1,400 in the three months ended October 31, 2014 as compared to the same period in fiscal 2013 mainly due to the refund of insurance premiums in received in the three months ended October 31, 2013.

 

Advertising decreased approximately $4,700 for the three months ended October 31, 2014 as compared to the three months ended October 31, 2013 as there were no available rental properties. Compensation expense was approximately $11,100, offset by a recovery of $(13,000) in the quarter ended October 31 2014, as compared to compensation expense of $11,625, in the quarter ended October 31, 2013, The recovery amount resulted from the reversal of compensation expense accrued with respect to a Director’s restricted stock units (RSUs) since inception. Upon resignation of the director, who held 600,000 RSUs, the RSUs expired resulting in the recovery of $13,000 of previously recognized expense.

 

General and administrative expense increased approximately $7,500 for the three months ended October 31, 2014 as compared to the comparable prior due to increased Company activity in the current three months.

 

Professional fees decreased approximately $13,000, due to a lower usage level for outside audit and accounting services and legal consultation for the three months ended October 31, 2014 as compared to the comparable three months in 2013.

 

 

Six months Ended October 31, 2014 Compared to Six months Ended October 31, 2013

 

During the six months ended October 31, 2014, we incurred a net loss of approximately $214,000 compared to a net loss of approximately $244,000 for the six months ended October 31, 2013. Revenue increased approximately $133,000 in the six months ended October 31, 2014 compared to the six months ended October 31, 2013. Revenue increased in part due to an increase in proceeds from the sale of properties of $115,000, During the six months ended October 31, 2014 the Company sold two properties as compared to the sale of one property during the six months ended October 31, 2013. Revenue also increased due to a commissions revenue increase of approximately $18,000 in the six months ended October 31, 2014 up from $1,500 in the six months ended October 31, 2013, The Company received commissions on the sale of two Company owned properties and on one managed property in the three months ended October 31, 2014. These increases were partially offset by a decrease in revenue from management fees from approximately $6,000 in six months ended October 31, 2013 to approximately $4,500 in the six months ended October 31, 2014 as a result of the sale of one of the Company managed properties.

 

The Company held one property under development and no rental properties at October 31, 2014. The Company held two properties under development and no rental properties at April 30, 2014.

 

There have been fluctuations in certain expenses in the six months ended October 31, 2014, as compared to the six months ended October 31, 2013. Cost of properties sold increased approximately $99,500 as a result of the sale of two properties in the six months ended October 31, 2014. During the six months ended October 31, 2013 the Company sold one property. Advertising decreased approximately $ 5,600 to $1,200 for the six months ended October 31, 2014 as compared to the six months ended October 31, 2013 as there were no available rental properties. Compensation expense was approximately $23,000 in both 2013 and 2014, which was offset by a recovery of $(13,000) in,the six months ended October 31, 2014. The recovery amount resulted from the reversal of compensation expense accrued with respect to a Director’s restricted stock units (RSUs) since inception. Upon resignation of the director, who held 600,000 RSUs, the RSUs expired resulting in the recovery of $13,000 of previously recognized expense.

 

General and administrative expense increased approximately $4,500 for the six months ended October 31, 2014 as compared to the comparable prior due to increased Company activity in the current six months.

 

Professional fees decreased approximately $4,300, due to a lower usage level for outside audit and accounting services and legal consultation for the six months ended October 31, 2014 as compared to the comparable six months in 2013.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At October 31, 2014, we had total assets of approximately $198,500, compared to total assets of approximately $327,200 at April 30, 2014. The decrease in total assets was mainly due to the following; Cash decreased approximately $102,000 and properties under development decreased approximately $19,100. There were two properties under development as of April 30, 2014 totaling approximately $92,700, and one property under development as of October 31, 2014 totaling approximately $73,600. During the six months ended October 31, 2014 the two properties which were held at April 30, 2014 were developed and sold. One property was purchased for approximately $70,700 in the current six months and the property remains in property under development as of October 31, 2014. As of October 31, 2014 an additional $2,900 has been spent to develop the remaining property.

 

The decrease in total assets also reflected certain decreases in assets from April 30, 2014 to October 31, 2014 as follows; various receivables decreased approximately $3,600 and property and equipment decreased approximately $6,800 due to depreciation expense. These decrease were partially offset by an increase in prepaid expenses of approximately $2,800.

 

Cash decreased from approximately $177,000 as of April 30, 2014 to approximately $75,000 as of October 31, 2014. At October 31, 2014, we had stockholders’ deficit of approximately $995,000 compared to deficit of approximately $791,000 as of April 30, 2014. The increase in stockholders’ deficit was primarily due to a net loss of approximately $214,000 and compensation expense relating to RSUs of $ 23,000, which were offset by a recovery of $13,000 in compensation expense due to the expiration of restricted stock units in the six month period ended October 31, 2014.

 

 

Going Concern

 

The Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure. The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. The unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

Rental property

 

The Company held no rental properties as of October 31, 2014 or April 30, 2014.

 

Properties under development

 

In January 2014 the Company purchased one property for development, and purchased two additional properties in February and June, 2014. Two properties were sold in October 2014, and one property is held for development as of October 31, 2014.

 

Cash

 

Cash decreased approximately $102,000 for the six months ended October 31, 2014.  During this period the Company received approximately $212,900 in proceeds from notes payable, repaid $215,000 in notes payable, repaid $40,000 in notes payable related party, invested approximately $148,300 in properties under development, received $200,000 in proceeds from the sale of properties, expended approximately $105,300 to fund operations and repaid approximately $6,300 on obligations under capital leases.

 

Related Party Subscription Agreement

 

On October 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 October 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 October 16, 2010. As of January 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 December 2014 the Company received $50,000 of the remaining $100,000 purchase price balance and $59,120 of related interest. The remaining balance of the purchase price in the amount of $50,000 has not been received prior to the issuance of the financial statements.

 

In the current fiscal year, to continue purchasing properties for renovation, the Company is looking to AMREFA and other financing sources to provide the necessary capital.  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, 2014. 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 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, filed 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

 

 

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 19, 2014

 

 

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.
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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