UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C.










FORM
10-Q/A



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



For
the quarterly period ended January 31, 2016



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.)



|6355 E. Surrey Road, Bloomfield, MI      |  | 48301     
|---------------------------------------- |  | ----------
|(Address of Principal Executive Offices) |  | (Zip Code)



(248)
805-3652




(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 306,756,732 as of March 14, 2016.



















PROGREEN PROPERTIES, INC.



INDEX





|                                                                                                                                    |  | Page
|----------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Part I.  Financial Information                                                                                                      |  | 1   
|                                                                                                                                    |  |     
|Item 1. Financial Statements                                                                                                        |  | 1   
|                                                                                                                                    |  |     
|Condensed Consolidated Balance Sheets as of January 31, 2016 (unaudited) and as of April 30, 2015                                   |  | 2   
|                                                                                                                                    |  |     
|Condensed Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2016 and 2015 (unaudited)           |  | 3   
|                                                                                                                                    |  |     
|Condensed Consolidated Statements of Stockholders’ Deficit  (unaudited) as of January 31, 2016 (unaudited) and as of April 30, 2015 |  | 4   
|                                                                                                                                    |  |     
|Condensed Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2016 and 2015 (unaudited)                     |  | 5   
|                                                                                                                                    |  |     
|Notes to Unaudited Condensed Consolidated Financial Statements                                                                      |  | 6   
|                                                                                                                                    |  |     
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.                                      |  | 15  
|                                                                                                                                    |  |     
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                                  |  | 21  
|                                                                                                                                    |  |     
|Item 4. Controls and Procedures.                                                                                                    |  | 21  
|                                                                                                                                    |  |     
|Part II. Other Information                                                                                                          |  | 22  
|                                                                                                                                    |  |     
|Item 6.  Exhibits.                                                                                                                  |  | 22  
|                                                                                                                                    |  |     
|Signatures                                                                                                                          |  | 23  














EXPLANATORY
NOTE





AS A PART OF THE REVIEW BY THE SECURITIES AND EXCHANGE
COMMISSION OF THE COMPANY’S PAST FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE ARE FILING THIS AMENDMENT NO. 1 TO
OUR FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2016 (THE “FORM 10-Q”). THIS AMENDMENT NO. 1 AMENDS ONLY
ITEM 4—CONTROLS AND PROCEDURES, TO STATE THAT THE EVALUATION BY OUR CHIEF EXECUTIVE OFFICER AT THE END OF THE PERIOD COVERED
BY THE FORM 10-Q OF THE EFFECTIVENESS OF THE COMPANY’S DISCLOSURE CONTROLS AND PROCEDURES PURSUANT TO SECURITIES EXCHANGE
ACT RULE 13A-15 CONCLUDED THAT THE COMPANY’S DISCLOSURE CONTROLS AND PROCEDURES WERE NOT 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. IN ORDER TO PRESERVE
THE NATURE AND CHARACTER OF THE DISCLOSURES SET FORTH IN THE FORM 10-Q AS OF MARCH 21, 2016, THE DATE ON WHICH THE FORM 10-Q WAS
FILED, NO ATTEMPT EXCEPT AS DESCRIBED ABOVE HAS BEEN MADE IN THIS AMENDMENT NO. 1 TO MODIFY OR UPDATE DISCLOSURES.





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, 2015.



The
results of operations for the three and nine months ended January 31, 2016 and 2015 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





|                                                                                                       |  | January 31  |            | April 30,
|------------------------------------------------------------------------------------------------------ |  | ----------- | ---------- | ---------
|                                                                                                       |  | 2016        |            | 2015     
|                                                                                                       |  | (Unaudited) |            |          
|                                                                                                       |  |             |            |          
|Assets                                                                                                 |  |             |            |          
|Cash                                                                                                   |  | $           | 41,525     |          
|Other receivables - related party                                                                      |  |             | 2,915      |          
|Accounts receivable                                                                                    |  |             | 15,638     |          
|Note receivable - rental property                                                                      |  |             | -          |          
|Prepaid expenses                                                                                       |  |             | 1,000      |          
|Deposits                                                                                               |  |             | -          |          
|Property and equipment:                                                                                |  |             |            |          
|Vehicles, furniture and equipment, net of accumulated depreciation of $33,927 and $45,347              |  |             | 13,465     |          
|Total assets                                                                                           |  | $           | 74,543     |          
|                                                                                                       |  |             |            |          
|Liabilities and Stockholders' Deficit                                                                  |  |             |            |          
|                                                                                                       |  |             |            |          
|Accounts payable and accrued expenses                                                                  |  | $           | 156,735    |          
|Accrued interest                                                                                       |  |             | 220,021    |          
|Payable under management agreement                                                                     |  |             | -          |          
|Obligations under capital leases                                                                       |  |             | 13,249     |          
|Notes payable                                                                                          |  |             | 275,256    |          
|Tenant deposits                                                                                        |  |             | 16,030     |          
|Related party advance                                                                                  |  |             | 59,000     |          
|Derivative liability                                                                                   |  |             | 745,570    |          
|Convertible notes, net of unamortized discount of $50,794 and $0                                       |  |             | 28,624     |          
|Convertible debenture                                                                                  |  |             | 476,000    |          
|Total liabilities                                                                                      |  |             | 1,990,485  |          
|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, 209,843,447 and 110,329,703 outstanding |  |             |            |          
|at January 31, 2016 and April 30, 2015                                                                 |  |             | 20,984     |          
|Additional paid in capital                                                                             |  |             | 3,367,661  |          
|Less: amount due from related party subscriber under subscription agreement                            |  |             | -          |          
|Accumulated deficit                                                                                    |  |             | (5,304,587 | )        
|Total stockholders' deficit                                                                            |  |             | (1,915,942 | )        
|Total liabilities and stockholders' deficit                                                            |  | $           | 74,543     |          



See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements



2







ProGreen Properties, Inc.



Condensed Consolidated Statements of Operations

UNAUDITED





|                                                              |  | Three Months Ended |             |   | Nine Months Ended |   
|------------------------------------------------------------- |  | ------------------ | ----------- | - | ----------------- | --
|                                                              |  | January 31,        |             |   | January 31,       |   
|                                                              |  | 2016               |             |   | 2015              |   
|Revenues:                                                     |  |                    |             |   |                   |   
|                                                              |  |                    |             |   |                   |   
|Proceeds from sale of properties                              |  | $                  | -           |   |                   | $ 
|Proceeds from sale of properties, related party               |  |                    | -           |   |                   |   
|Commissions revenue                                           |  |                    | -           |   |                   |   
|Management fee revenue                                        |  |                    | 3,686       |   |                   |   
|Construction services revenue                                 |  |                    | 28,874      |   |                   |   
|Construction services revenue, related party                  |  |                    | -           |   |                   |   
|Other income                                                  |  |                    | 155         |   |                   |   
|Total Revenue                                                 |  |                    | 32,715      |   |                   |   
|Expenses:                                                     |  |                    |             |   |                   |   
|Cost of properties sold                                       |  |                    | -           |   |                   |   
|Cost of properties sold, related party                        |  |                    | -           |   |                   |   
|Cost of construction services                                 |  |                    | 29,354      |   |                   |   
|Cost of construction services, related party                  |  |                    | -           |   |                   |   
|Rental property operating costs                               |  |                    | 1,297       |   |                   |   
|Reserve for rent guarantee (recovery)                         |  |                    | -           |   |                   |   
|Advertising                                                   |  |                    | 243         |   |                   |   
|Depreciation                                                  |  |                    | 2,281       |   |                   |   
|Compensation expense                                          |  |                    | 2,125       |   |                   |   
|General & administrative                                      |  |                    | 48,190      |   |                   |   
|Professional fees                                             |  |                    | 73,501      |   |                   |   
|Total operating expenses                                      |  |                    | 156,991     |   |                   |   
|                                                              |  |                    |             |   |                   |   
|Operating loss                                                |  |                    | (124,276    | ) |                   |   
|Other expenses and income:                                    |  |                    |             |   |                   |   
|Interest expense                                              |  |                    | (72,970     | ) |                   |   
|Interest income                                               |  |                    | (102        | ) |                   |   
|Bad Debt Expense                                              |  |                    | (2,137      | ) |                   |   
|Gain on Sale of Asset                                         |  |                    | 8,147       |   |                   |   
|Derivatives loss                                              |  |                    | (664,820    | ) |                   |   
|Loss before income tax expense                                |  |                    | (856,158    | ) |                   |   
|Income tax expense                                            |  |                    | -           |   |                   |   
|Net Loss                                                      |  | $                  | (856,158    | ) |                   | $ 
|Net loss per share - basic and fully diluted                  |  | ($                 | 0.01        | ) |                   | ($
|Weighted average shares outstanding - basic and fully diluted |  |                    | 164,888,511 |   |                   |   



See accompanying Notes to Unaudited
Condensed Consolidated Financial Statements



3







ProGreen Properties, Inc.



Condensed Consolidated Statement 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, 2015                                        |  |             | 110,329,703 |  |        | $ | 11,033 |            |  | $ | 3,189,666    |   |  | $           | (52,961 | ) |               | $
|                                                                 |  |             |             |  |        |   |        |            |  |   |              |   |  |             |         |   |               |  
|Amount due
    from subscriber under subscription agreement      |  |             |             |  |        |   |        |            |  |   | 1,038        |   |  |             | (1,038  | ) |               |  
|Amount
    received from subscriber under subscription agreement |  |             |             |  |        |   |        |            |  |   |              |   |  |             | 53,999  |   |               |  
|Stock issued under convertible debenture                         |  |             | 92,013,744  |  |        |   | 9,201  |            |  |   | 60,434       |   |  |             |         |   |               |  
|Derivative liability extinguished on conversion                  |  |             |             |  |        |   |        |            |  |   | 102,645      |   |  |             |         |   |               |  
|Reclass of APIC to derivative due to tainting                    |  |             |             |  |        |   |        |            |  |   | (260,941     | ) |  |             |         |   |               |  
|Reclass from derivative to APIC due to tainting ended            |  |             |             |  |        |   |        |            |  |   | 212,694      |   |  |             |         |   |               |  
|Stock issued under services contracts                            |  |             | 7,500,000   |  |        |   | 750    |            |  |   | 52,750       |   |  |             |         |   |               |  
|Compensation - restricted stock units                            |  |             |             |  |        |   |        |            |  |   | 9,375        |   |  |             |         |   |               |  
|Net loss                                                         |  |             |             |  |        |   |        |            |  |   |              |   |  |             |         |   |               |  
|                                                                 |  |             |             |  |        |   |        |            |  |   |              |   |  |             |         |   |               |  
|Balance at January 31, 2016                                      |  |             | 209,843,447 |  |        | $ | 20,984 |            |  | $ | 3,367,661    |   |  | $           | -       |   |               | $





See accompanying Notes to Unaudited Condensed
Consolidated Financial Statements







4







ProGreen Properties, Inc.





Condensed Consolidated Statements of Cash Flows

(UNAUDITED)







|                                                                                 |  | Nine Months Ended |           
|-------------------------------------------------------------------------------- |  | ----------------- | ----------
|                                                                                 |  | January  31,      |           
|                                                                                 |  | 2016              |           
|Cash provided by (used in) operating activities                                  |  |                   |           
|Net loss                                                                         |  | $                 | (1,125,213
|Adjustments to reconcile net loss to net cash used in operating activities:      |  |                   |           
|Compensation - restricted stock units                                            |  |                   | 9,375     
|Depreciation                                                                     |  |                   | 9,077     
|Bad debt expense                                                                 |  |                   | 2,137     
|Gain on sale of asset                                                            |  |                   | (8,147    
|Gain on sale of properties                                                       |  |                   | -         
|Loss on derivatives                                                              |  |                   | 659,043   
|Amortization of discounts on debenture to related party                          |  |                   | -         
|Amortization of discounts on convertible notes                                   |  |                   | 93,464    
|Acquisition and development of properties                                        |  |                   | -         
|Proceeds from sale of properties                                                 |  |                   | -         
|Common shares issued for services                                                |  |                   | 53,500    
|Changes in operating assets and liabilities:                                     |  |                   |           
|Accounts receivable                                                              |  |                   | 11,727    
|Prepaid expenses                                                                 |  |                   | 2,346     
|Deposits                                                                         |  |                   | 2,420     
|Accounts payable and accrued expenses                                            |  |                   | 112,308   
|Payable under management agreement                                               |  |                   | (36,884   
|Cash used in operating activities                                                |  |                   | (214,847  
|                                                                                 |  |                   |           
|Cash provided by investing activities                                            |  |                   |           
|Proceeds from sale of asset                                                      |  |                   | 10,000    
|Advance note receivable                                                          |  |                   | -         
|Cash provided by investing activities                                            |  |                   | 10,000    
|                                                                                 |  |                   |           
|Cash provided by (used in) financing activities                                  |  |                   |           
|Proceeds from notes payable                                                      |  |                   | -         
|Repayment of notes payable                                                       |  |                   | (28,196   
|Proceeds from advance related party                                              |  |                   | 59,000    
|Repayment of notes payable related party                                         |  |                   | -         
|Proceeds from convertible debentures                                             |  |                   | 68,000    
|Decrease in obligations under capital leases                                     |  |                   | (5,756    
|Collection of amount due under stock subscription                                |  |                   | 53,999    
|Cash provided by financing activities                                            |  |                   | 147,047   
|                                                                                 |  |                   |           
|Net change in cash                                                               |  |                   | (57,800   
|Cash at beginning of period                                                      |  |                   | 99,325    
|Cash at end of period                                                            |  |                   | 41,525    
|Supplemental information:                                                        |  |                   |           
|Cash paid for interest                                                           |  | $                 | 17,162    
|                                                                                 |  |                   |           
|Noncash investing and financing transactions:                                    |  |                   |           
|Noncash transaction: consolidation of note payable                               |  | $                 | 261,150   
|Noncash transaction: stock issued under convertible debenture                    |  | $                 | 69,635    
|Noncash transaction: discount on derivatives                                     |  | $                 | 140,925   
|Noncash transaction:  derivative liability extinguished on conversion            |  | $                 | 102,645   
|Noncash transaction:  reclass of APIC to derivative due to tainting              |  | $                 | (260,941  
|Noncash transaction: reclass from derivative to APIC due to tainting ended       |  | $                 | 212,694   
|Noncash transaction: proceeds from notes payable upon sale of properties         |  | $                 | -         
|Noncash transaction: repayment of notes payable upon sale of properties          |  | $                 | -         
|Noncash transaction: payment of accrued interest payable upon sale of properties |  | $                 | -         



See accompanying Notes to Unaudited Condensed Consolidated Financial Statements



5









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

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, 2015 (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 nine month periods ended January
31, 2016, are not necessarily indicative of the results that may be expected for the year ending April 30, 2016.



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 three months ended January
31, 2016, and the Company does not expect the adoption, as applicable, of other recent accounting pronouncements will have a
material impact on its financial statements.



Fair
Value of Financial Instruments



The
Company records convertible debt at fair value on a recurring basis.  Estimated fair values of the Company's convertible
debt and derivatives liability were calculated based upon quoted market prices. See Notes 7, 8, and 9.



Going
Concern



The
Company’s unaudited condensed consolidated financial statements for the period ended January 31, 2016, 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 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. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern.



The
Company’s ability to continue as a going concern is dependent upon the success of management’s plans and the Company’s
ability to use its common stock to raise working capital. At January 31, 2016, the Company had outstanding three convertible notes
in the aggregate principal amount of approximately $28,600 all of which notes provide for the holder to convert outstanding principal
and accrued interest on the holder’s note at a discount from the market price of our common stock. In addition the Company
had outstanding a convertible debenture in the aggregate principal amount of approximately $476,000. We expect conversions of
outstanding convertible notes to depress the market prices of our common stock for the next nine months to one year and to dilute
substantially the ownership of our common stock by existing holders. 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 in the event management’s plans are not successful.



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 $215,000 of cash to support its operations, and such cash needs are expected to continue
in the upcoming year. As of January 31, 2016, the Company has approximately $42,000 in cash.



6









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note
1. Financial Statement Presentation– continued



Reclassifications



Certain
amounts in previous periods have been reclassified to conform to fiscal year ending 2016 classifications.



Recent
Accounting Pronouncements



In
February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (the
“ASU”). The ASU requires the recognition of lease assets and lease liabilities by lessees for those leases classified
as operating leases under previous GAAP. The ASU allows for early adoption, however, management is currently evaluating the potential
impact of these changes in the consolidated financial statements of the Company.



We
do not expect that any other recently issued accounting pronouncements will have a material impact on our consolidated financial
statements.



Note
2. 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 $0 and $2,137 as of January 31, 2016 and April 30, 2015, respectively. During
the current quarter management determined the note is uncollectible and it was written off in full. The amount of $2,137 was charged
to bad debt expense in the nine months ended January 31, 2016.



Note
3. 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 January
31, 2016 and April 30, 2015 net rent amounts due totaled $0 and $36,884 respectively.



In
addition, for certain properties the Company guaranteed rents, in accordance with the terms of each lease, through various dates
through January 1, 2016. During this fiscal year, the rent guarantees expired with no payments required, thus the recorded reserves
in the amount of $10,000 were reversed and included in reserve for rent recovery in the accompanying Unaudited Condensed Consolidated
Statement of Operations for the nine months ended January 31, 2016. Recorded reserves totaled $10,000 as of April 30, 2015 which
are included in accounts payable and accrued expenses in the accompanying Unaudited Condensed Consolidated Balance Sheet.



7









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note
4. Notes Payable



The
Company is indebted as follows:





|                                                                                                                                                                                                                                                                                                                                                                            |  | January
    31, |         |  | April 30, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- |  | --------- | -
|                                                                                                                                                                                                                                                                                                                                                                            |  | 2016            |         |  | 2015      |  
|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 September 19, 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 June 25, 2015 bears a fixed rate of interest of 8.00%. Payments plus accrued interest are due biannually as follows; January 15, 2016 $61,150, July 15, 2016 $65,000, January 15, 2017 $65,000 and July 15, 2017 $70,000. The note payable is guaranteed by a majority shareholder.                                                            |  |                 | 261,150 |  |           |  
|                                                                                                                                                                                                                                                                                                                                                                            |  |                 |         |  |           |  
|Note Payable to AMREFA dated March 6, 2015 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before March 6, 2016.  The note payable is unsecured.                                                                                                                                                        |  |                 | -       |  |           |  
|                                                                                                                                                                                                                                                                                                                                                                            |  |                 |         |  |           |  
|Note Payable to AMREFA dated January 8, 2015 bears a fixed rate of interest of 8.00% and requires no monthly payments.  The principal and interest are due on or before January 8, 2016. The note payable is unsecured.                                                                                                                                                     |  |                 | -       |  |           |  
|                                                                                                                                                                                                                                                                                                                                                                            |  |                 |         |  |           |  
|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.  The note payable is unsecured.                                                                                                                                                    |  |                 | -       |  |           |  
|                                                                                                                                                                                                                                                                                                                                                                            |  |                 |         |  |           |  
|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.  The note payable is unsecured.                                                                                                                                                    |  |                 | -       |  |           |  
|                                                                                                                                                                                                                                                                                                                                                                            |  |                 |         |  |           |  
|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.  The note payable is unsecured.                                                                                                                                                        |  |                 | -       |  |           |  
|                                                                                                                                                                                                                                                                                                                                                                            |  |                 |         |  |           |  
|                                                                                                                                                                                                                                                                                                                                                                            |  | $               | 275,256 |  |           | $



8







ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note 4. Notes Payable - continued



On March 8, 2016, the Company restructured its working arrangements
with AMREFA. As a result of this restructuring AMREFA converted $70,000 of Progreen’s outstanding debt and all accrued interest
on the debt to AMREFA in exchange for shares of Series B Preferred Stock and the delivery of a non-interest bearing Mortgage Note,
for the amount of $200,000 (representing the balance of the debt owed to AMREFA). Also the existing Note payable to AMREFA was
paid in full and cancelled as of the March 8, 2016 effective date of the transaction.



See Note 13.



Note
5. Related Party Advance



In
July 2015 EIG, a major shareholder of the Company, advanced the Company $46,000. In November 2015 EIG advanced the Company an
additional $13,000. By agreement, which is in negotiation, between EIG and the Company, these advances have no established repayment
terms nor do they earn interest. Related party advance totaled $59,000 at January 31, 2016. See Note 13.



Note
6. 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 than 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
January 31, 2016, the Company held certain financial instruments that are measured at fair value on a recurring basis.
These consisted of convertible debt totaling $504,624 with a derivative liability totaling $745,570 at January 31, 2016 which
are categorized as Level 3. The related loss on derivatives totaled $659,043 for the nine month period ended January 31,
2016.



Note 7
- Derivative Liability



During
the nine months ended January 31, 2016, the Company identified conversion features embedded within its convertible debt.  The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes
are convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional
debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Therefore,
the fair value of the derivative instruments have been recorded as liabilities on the balance sheet with the corresponding amount
recorded as discounts to the Notes. Such discounts will be accreted from the issuance date to the maturity date of the Notes.
The change in the fair value of the derivative liabilities will be recorded in other income or expenses in the statement of operations
at the end of each period, with the offset to the derivative liabilities on the balance sheet. The fair value of the embedded
derivative liabilities were determined using the Black-Scholes valuation model on the issuance dates with the assumptions in the
table below.





The fair value of the Company’s derivative liabilities
at January 31, 2016 is as follows:





|April 30, 2015 balance                                    |  | $ | -        |  
|--------------------------------------------------------- |  | - | -------- | -
|Discount
    on Debt                                      |  |   | 140,925  |  
|Derivative
    liability extinguished on conversion       |  |   | (102,645 | )
|Reclass
    of APIC to derivative due to tainting         |  |   | 260,941  |  
|Reclass
    from derivative to APIC due to tainting ended |  |   | (212,694 | )
|Fair
    value mark - to market adjustment                |  |   | 659,043  |  
|Derivatives
    liability, net of discount                |  | $ | 745,570  |  



9









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note 7
- Derivative Liability - continued



In the second quarter of fiscal 2016 the KBM Note had a variable conversion
price resulting in a derivative liability of $139,785 being reclassed from equity to liabilitywhich further resulted in a discount on the all of the convertible notes of $70,928 and a day one loss of 23,365. The KBM note
was later converted resulting in $212,694 of derivative liability being reclassified to equity.



The JMJ note in September 2015had a variable conversion price resulting in a derivative of liability of $121,156 being reclassed from equity to
liabilitywhich further resulted
in a discount on the Note of $69,997 and a day one loss of 22,083.



The change in fair value of all derivatives for the nine months
was $613,595 and when added to the day one loss of $45,448 above, the loss for the nine months totaled $695,043.



The
fair values at the commitment dates and remeasurement dates for the convertible debt treated as derivative liabilities are based
upon the following estimates and assumptions made by management for the nine months ended January 31, 2016:





|Exercise prices     |  | See Notes 8 and 9
|------------------- |  | -----------------
|Expected dividends  |  | 0%               
|Expected Volatility |  | 138%- 972%       
|Expected terms      |  | See Notes 8 and 9
|Discount rate       |  | .04%-.75%        



See
Notes 8 and 9.



Note
8 - Convertible Notes



Effective September 10, 2015 the Company entered into a
Convertible Promissory Note (“JMJ Note”) with JMJ Financial pursuant to which the Company issued JMJ Financial a
convertible note in the amount of $250,000 with an original issue discount in the amount of $25,000. The principal amount due
JMJ is based on the consideration paid. The maturity date is two years from the effective date of each payment. On September
10, 2015 the Company received consideration of $30,000 for which an original issue discount of $3,333 was recorded. There
were no additional borrowings under the JMJ Note during the quarter ended January 31, 2016. The Company did not repay the JMJ
Note on or before 90 days from the effective date, thus the Company may not make further payments on this JMJ Note prior to
the maturity date and a one-time interest charge of 12% was applied to the principal amount. The JMJ Note provides JMJ
Financial the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of
the Company’s common stock at 60% of the average of two lowest trade prices in the 20 trading days previous to the
conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are
ineligible. As a result of the derivatives calculation an additional discount of $30,000 was recorded. Amortization of the
related discount totaled $26,158 for the nine months ended January 31, 2016. The principal balance due, net of the amortized
discount under the JMJ Note was $7,175 at January 31, 2016. The effective interest rate on the JMJ Note as a result of the
discount was 37.25% which resulted in interest expense of approximately $11,176 for the period ending January 31, 2016.
Accrued interest due under the JMJ Note totaled $4,000 at January 31, 2016.





On May 26, 2015 KBM converted $12,000 of the KBM Convertible
Note into a total of 1,967,213 shares of Common Stock at a fair value of $.0061 per share. On July 20, 2015 KBM converted
$16,135 of the KBM Convertible Note into a total of 5,204,839 shares of Common Stock at a fair value of $.0031 per share. On
August 14, 2015 KBM converted $8,730 of the KBM Convertible Note into a total of 6,235,714 shares of Common Stock at a fair
value of $.0014 per share. On August 17, 2015 KBM converted $7,855 including accrued interest of $1,720 of the KBM
Convertible Note into a total of 5,610,714 shares of Common Stock at a fair value of $.0014 per share. Amortization of the
related discount totaled $42,670 for the nine months ended January 31, 2016. There was no remaining principal balance or
accrued interest due under the KBM Convertible Note at January 31, 2016. See Note 11.







10









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note
8 - Convertible Notes – continued



Effective
March 25, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires pursuant to which the Company issued Vis
Vires a convertible note in the amount of $33,000, bearing interest at the rate of 8% per annum (the “March 2015 Vis Vires
Convertible Note”). During the nine months ended January 31, 2016 Vis Vires converted $24,915 of the March 2015 Vis Vires
Convertible Note into a 2015 total of 72,995,264 shares of Common Stock at a fair value as follows:





|Conversion Date                             |  | Number of Shares of Common Stock |            |  | Principal Amount Converted |   |        | Price per Share | 
|------------------------------------------- |  | -------------------------------- | ---------- |  | -------------------------- | - | ------ | --------------- | 
|September 24, 2015                          |  |                                  | 13,655,738 |  |                            | $ | 8,330  |                 | 
|December 29, 2015                           |  |                                  | 15,020,833 |  |                            |   | 3,605  |                 | 
|December 30, 2015                           |  |                                  | 15,020,833 |  |                            |   | 3,605  |                 | 
|January 13, 2016                            |  |                                  | 18,027,027 |  |                            |   | 6,670  |                 | 
|January 29, 2016                            |  |                                  | 11,270,833 |  |                            |   | 2,705  |                 | 
|Totals - Nine Months ended January 31, 2016 |  |                                  | 72,995,264 |  |                            | $ | 24,915 |                 | 





See Note 11. Amortization of the related discount totaled
$7,899 for the nine months ended January 31, 2016. The principal balance due under the March Vis Vires Convertible Note, net of
the amortized discount was $186 at January 31, 2016.



Effective May 11, 2015, the Company entered into a second
Securities Purchase Agreement with Vis Vires pursuant to which the Company issued Vis Vires a convertible note in the amount of
$38,000, bearing interest at the rate of 8% per annum (the “May 2015 Vis Vires Convertible Note”)”. The May
2015 Vis Vires Convertible Note provides Vis Vires the right, during the period beginning on the date which is one hundred eighty
(180) days following the date of the Vis Vires 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 April 23, 2016. The Company can repay the Vis Vires 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 115% if repayment is during
the period which is 31 to 60 days after the issuance date; 120%, if repayment is during the period which is 61 to 90 days after
the issuance date; 125%, if repayment is during the period which is 91 to 120 days after the issuance date; 130%, if repayment
is during the period which is 121 days to 150 days after the issuance date and 135% if repayment is during the period which is
151 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 Vis Vires Convertible Note. Amortization of the related discount totaled $16,737 for the nine months ended January
31, 2016. The principal balance due, under the May 2015 Vis Vires Convertible Note, net of the amortized discount, was $21,263
at January 31, 2016.





Accrued
interest for both Vis Vires Convertible Notes totaled $4,174 at January 31, 2016.



The
KBM convertible notes’ variable conversion rates qualified the convertible notes for derivative accounting. Consequently,
the derivative liability was marked to market as of the conversion dates. This tainted all other outstanding convertible notes
which resulted in the conversion option on these notes to be bifurcated and accounted for as derivative liabilities. On August
17, 2015 the remainder of the KBM convertible notes’ balances was converted to Company Common Stock which untainted the
other convertible debt. The September 10, 2015 JMJ Note retained all the other outstanding convertible notes. At January 31,
2016 the derivative liability balance was $745,569 amortization of the derivative discount totaled $140,925 and the derivative
loss totaled $659,043 for the current fiscal period. See Notes 7 and 9.



11









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note
9 - Convertible Debenture



The
effective interest rate on the convertible debenture as a result of discounts was 13.50% and 15.13 % which resulted in
interest expense of approximately $48,600 and $55,100 for the periods ended January 31, 2016 and 2015, respectively. Accrued
interest due totaled approximately $199,300 and $150,700 at January 31, 2016 and April 30, 2015, respectively. The balance
due totaled $476,000 at January 31, 2016 and April 30, 2015. See Notes 7, 8 and 13.



Note
10 - Related Party Subscription Agreement



In
connection with the related party Subscription Agreement, in the nine months ended January 31, 2016 the Company recorded $1,038
of interest. The remaining balance of the purchase price and the applicable interest in the amount of approximately $54,000 was
received on July 3, 2015 to complete payment of the Phase III purchase price.



Note
11 - Common Stock



On
May 26, 2015 KBM converted $12,000 of the KBM Convertible Note into a total of 1,967,213 shares of Common Stock at a fair value
of $.0061 per share. On July 20, 2015 KBM converted $16,135 of the KBM Convertible Note into a total of 5,204,839 shares of Common
Stock at a fair value of $.0031 per share. See Note 8.



On
May 7, 2015 2,500,000 shares of Common Stock which was recorded at fair value of $ .010 per common stock share, were issued to
an outside investor in payment of professional services in the amount of $ 25,000.



On
June 4, 2015 5,000,000 shares of Common Stock, which was recorded at fair value of $ .00057 per common stock share, were issued
to an outside investor in payment of professional services in the amount of $28,500.



On
August 14, 2015 KBM converted $8,730 of the KBM Convertible Note into a total of 6,235,714 shares of Common Stock at a fair value
of $.0014 per share. On August 17, 2015 KBM converted $6,135 plus accrued interest of $1,720 of the KBM Convertible Note into
a total of 5,610,714 shares of Common Stock at a fair value of $.0014 per share. See Note 8.



On
September 24, 2015 Vis Vires converted $8,330 of the March 2015 Vis Vires Convertible Note into a total of 13,655,738 shares of
Common Stock at a fair value of $.00061 per share. See Note 8.



On
December 29, 2015 Vis Vires converted $3,605 of the March 2015 Vis Vires Convertible Note into a total of 15,020,833 shares of
Common Stock at a fair value of $.00024 per share. See Note 8.



On
December 30, 2015 Vis Vires converted $3,605 of the March 2015 Vis Vires Convertible Note into a total of 15,020,833 shares of
Common Stock at a fair value of $.00024 per share. See Note 8.



On
January 13, 2016 Vis Vires converted $6,670 of the March 2015 Vis Vires Convertible Note into a total of 18,027,027 shares of
Common Stock at a fair value of $.00037 per share. See Note 8.



On
January 29, 2016 Vis Vires converted $2,705 of the March 2015 Vis Vires Convertible Note into a total of 11,270,833 shares of
Common Stock at a fair value of $.00024 per share. See Note 8.



12









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note
12 - Employee Stock Option Plan



Restricted
Stock Units



For
the nine month period ended January 31, 2016 compensation expense relating to RSUs was recorded as follows:





|                                                            |  | January 31, |          
|----------------------------------------------------------- |  | ----------- | ---------
|                                                            |  | 2016        |          
|Number of restricted stock units issued on June 1, 2012     |  |             | 3,600,000
|Stock price on grant date                                   |  | $           | 0.03     
|Vesting Period                                              |  |             | 3 years  
|Estimated fair value at issuance                            |  | $           | 108,000  
|                                                            |  |             |          
|May 1, 2015 through January 31, 2016 Compensation Expense   |  | $           | 3,000    
|                                                            |  |             |          
|Number of restricted stock units issued on December 3, 2012 |  |             | 600,000  
|Stock price on grant date                                   |  | $           | 0.03     
|Vesting Period                                              |  |             | 4 years  
|Estimated fair value at issuance                            |  | $           | 18,000   
|                                                            |  |             |          
|May 1, 2015 through January 31, 2016 Compensation Expense   |  | $           | 3,375    
|                                                            |  |             |          
|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, 2015 through January 31, 2016 Compensation Expense   |  | $           | 3,000    
|                                                            |  |             |          
|Total compensation expense                                  |  | $           | 9,375    



Note
13 - Subsequent Events





Subsequent to January 31, 2016 Vis Vires converted the remainder
of the Vis Vires Convertible Notes, in the amount of $46,085, into 82,338,285 shares of Common Stock.



Subsequent to January 31, 2016 JMJ
converted a portion of the JMJ Note, in the amount of $3,498, into 14,575,000 shares of Common Stock.



13









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

January 31, 2016

Unaudited



Note
13 - Subsequent Events – continued



Restructure
of Rupes Futura Debenture and EIG Debt



On
February 9, 2016, the Board of Directors of the Company authorized a new series of preferred stock, the Series A Convertible
Preferred Stock, with a stated value of $1.00 per share, and we filed a Certificate of Designations for the Series A
Preferred Stock with the Secretary of State of Delaware on February 17, 2016. Also, effective on February 9, 2016, our Board
approved and the Company entered into two agreements with the Company’s largest stockholder, EIG Venture Capital Ltd
(EIG), to reduce the amount of the Company’s outstanding debt, and improve our balance sheet. First, EIG assumed all of
the Company’s obligations under the 13.5% convertible debenture of the Company due to Rupes Futura AB (Sweden), which
has agreed to assumption of the convertible debenture obligations by EIG. The outstanding principal of the debenture,
together with two years of accumulated unpaid interest, totals $608,031, and EIG was compensated by the issuance of shares of
Series A Preferred Stock with a total stated value equal to that of the principal and accrued interest of the debt assumed.
See Note 9.



Second,
the Company negotiated a debt conversion agreement effective February 9, 2016 with EIG, under which $59,000 of non-interest bearing
advances made to the Company by EIG in July and November 2015 were converted into shares of Series A Preferred Stock with a total
stated value of $59,000. See Note 5.



Subscription
Agreements for Shares of Series A Preferred Stock



The
Company has entered into subscription agreements with three stockholders, Jan Telander, the Company’s President and CEO;
Ulf Telander, the CEO of EIG; and Frederic Telander, the CEO of SolTech Energy Sweden AB, which provides solar energy solutions
for all types of properties. The subscription agreements provide for the investment in the Company by each of the three stockholders
of $100,000 through the purchase of 100,000 shares each of Series A Preferred Stock, such purchases to be completed on or before
April 30, 2016.



Baja
California Joint Venture Agreement



In
connection with expanding our real estate development operations to include Baja California, Mexico, on February 12, 2016, we
signed a definitive joint venture agreement with INMOBILIARIA CONTEL S.R.L.C.V. (CONTEL) for the first tract of land of approximately
300 acres for agriculture use, as well as a Debt Mortgage Guarantee for the initial amount of $300,000 for the joint venture.



Restructure
of Amrefa Debt and Purchase of AMREFA Properties



On
March 8, 2016, the Company restructured its working arrangements with AMREFA through entry into a purchase agreement, amended
March 16, 2016, with AMREFA for the purchase of AMREFA’s U.S. subsidiary, ARG LLC, which holds real estate properties in
Birmingham, Michigan, that were purchased by AMREFA and which we have managed for AMREFA. We paid the purchase price of $1,285,000
by the issuance to AMREFA of 8,093,541 shares of a new Series B Preferred Stock. AMREFA also converted $70,000 of Progreen’s
outstanding debt and all accrued interest on the debt to AMREFA in exchange for 441,084 shares of Series B Preferred Stock and
the delivery of a non-interest bearing Mortgage Note to the Seller, for the amount of $200,000 (representing the balance of the
debt owed to AMREFA) secured by a mortgage on one of the ARG LLC properties. The existing 8% Note of the Company payable to AMREFA
was paid in full and cancelled as of the March 8, 2016 effective date of the transaction, in consideration of Progreen’s
deliveries of said $200,000 Mortgage Note together with the 441,084 shares of Series B Preferred Stock. See Note 4. The Company
has authorized the issuance of an aggregate of 8,534,625 shares of the Series B Preferred Stock to AMREFA in these transactions.



14









|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



The
Company maintained its conduct of investigations and laboratory analyses operations until the April 30, 2009 closing of aSettlement
and Asset Purchase Agreement (the “Agreement”). On April 30, 2009, we ceased operations and closed the Agreement
pursuant to which $230,000 was paid to a plaintiff to settle material litigation, and the remaining assets and liabilities
were transferred to a separate entity owned by the previous executive officers of the Company. Prior to the closing of the
Agreement, the Company specialized in conducting investigations and laboratory analysis of a wide variety of products to
determine the cause and origin of product failures. The Company is now controlled by the former plaintiffs in the now settled
litigation. We were inactive from April 30, 2009 through October 28, 2009 when we acquired a condominium unit in suburban
Detroit, Michigan.



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 environmentally
sustainable, 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, the
property would be put back on the market, but now as a fully managed investment property, with a favorable environmental profile
and 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.



On
July 19, 2013, the Company entered into an Investment Agreement with AMREFA, which provided for 100% property acquisition and
refurbishment financing by in the form of property loans, and that the properties would show a minimum initial return of 9.5%
per annum and then be sold income producing investment properties, managed by ProGreen.  Effective December 22, 2014 the
Company entered into an interim operating agreement (the “Interim PAJV Operating Agreement”) with American Residential
GAP, LLC (“ARG”) to form PAJV LLC (“PAJV”), a Michigan limited liability company. American Residential
Fastigheter AB (“AMREFA”) is ARG’s sole member. The Company and ARG each owned 50% of PAJV. There were no capital
contributions. During the year ended April 30, 2015 the Company sold its remaining property under development in the amount of
$73,688 to PAJV. The selling price was $75,000. Our agreement with AMREFA was restructured through a March 15, 2015, amendment
to the Investment Agreement with AMREFA, superseding the December 2014 Interim PAJV Operating Agreement. The amendment provided
for ARG LLC (the U.S. real estate subsidiary) to fund 100% of all financing requirements for real estate projects, which would
be owned by specific joint ventures or ARG LLC, with Progreen handling everything from acquisition to sale and receiving a profit
participation payment for a return on the property above 9.5%.





15







Purchase
of Investment Properties from AMREFA



On
March 8, 2016, the Company restructured its working arrangements with AMREFA through entry into a purchase agreement, amended
March 16, 2016, with AMREFA for the purchase of AMREFA’s U.S. subsidiary, ARG LLC, which holds real estate properties in
Birmingham, Michigan, that were purchased by AMREFA and which we have managed for AMREFA. The purchase price for ARG LLC was $1,285,000
(the net asset value of that company, as determined by the parties), which was paid by the issuance to AMREFA of 8,093,541 shares
of a new Series B Convertible Preferred Stock (“Series B Preferred Stock”) of Progreen. The stated value, for purposes
of liquidation or redemptions, of the shares of Series B Preferred Stock to be issued to AMREFA equals the purchase price for
ARG LLC. AMREFA also converted $70,000 of Progreen’s outstanding debt and all accrued interest on the debt to AMREFA in
exchange for 441,084 shares of Series B Preferred Stock the delivery of a non-interest bearing Mortgage Note to the Seller, for
the amount of $200,000 (representing the balance of the debt owed to AMREFA) secured by a mortgage on the property owned by ARG
known as Kinsel. The existing 8% Note of Buyer payable to AMREFA was paid in full and cancelled as of the March 8, 2016 effective
date of the transaction, in consideration of Progreen’s deliveries of said $200,000 Mortgage Note together with the 441,084
shares of Series B Preferred Stock.



The
Company authorized the issuance of an aggregate of 8,534,625 shares of the Series B Preferred Stock to AMREFA in these transactions.



The
Company believes that the AMREFA transactions will contribute substantially to our financial liquidity in our real estate operations
in Michigan.



Baja
California Joint Venture Agreement



In
connection with expanding our real estate development operations to include Baja California, Mexico, on February 12, 2016, we
signed a definitive joint venture agreement with INMOBILIARIA CONTEL S.R.L.C.V. (CONTEL) for the first tract of land of approximately
300 acres for agriculture use, as well as a Debt Mortgage Guarantee for the initial amount of $300,000 for the joint venture



The
agreement provides for CONTEL to contribute the land to the JV at extremely low cost and favorable terms, as well as handling
all planning, permits, preparation and construction, in order for the property to be marketed as prime farm land. Progreen will
be responsible for providing the financing. Resulting profits from the resale of the property as developed farm land will be split
equally between the two parties. Work on this first tract of land has already commenced, which will include clearing and levelling
of the land, construction of a large water reservoir and piping for irrigation. Water pumps will be powered by solar energy for
sustainability. We anticipate completing the work over the coming two months, in order to offer the land for sale for this season’s
farming.



RESULTS
OF OPERATIONS



Three
months Ended January 31, 2016 Compared to Three months Ended January 31, 2015



During
the three months ended January 31, 2016, we incurred a net loss of approximately $856,000 compared to a net loss of
approximately $129,000 for the three months ended January 31, 2015. Revenue decreased approximately $74,000 in the three
months ended January 31, 2016 compared to the three months ended January 31, 2015. Proceeds from the sale of properties,
related party decreased to $0 as compared to $75,000 during the three months ended January 31, 2015 due to a decrease in
proceeds from the sale of one property in the amount of $75,000 to PAJV, a related party in the quarter ended January 31,
2015. There were no such sales during the three months ended January 31, 2016. Commission revenue decreased to $0 as compared
to $4,700 during the three months ended January 31, 2015. The Company received commissions on the sale of one property, and
commissions on the purchase of four properties in the three months ended January 31, 2015. There were no such commissions
earned during the three months ended January 31, 2016. Revenue also decreased due to a decrease in revenue from construction
services, related party from approximately $24,000 in three months ended January 31, 2015 to $0 in the three months ended
January 31, 2016, as a result of the Company’s services to PAJV, a related party. Effective March 15, 2015 the Company
is no longer an owner in PAJV, thus there were no such sales in the current quarter.





16







The
decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in three months
ended January 31, 2015 to approximately $29,000 in the three months ended January 31, 2016, as a result of the Company’s
formation of the construction company subsidiary and its services to ARG LLC.



There
have been fluctuations in certain expenses in the three months ended January 31, 2016, as compared to the three months ended
January 31, 2015. In the three months ended January 31, 2016 cost of properties sold, related party decreased to $0 as
compared to approximately $74,000 in the three months ended January 31, 2015 due to the sale of one property to PAJV in the
quarter ended January 31, 2015. There were no properties sold to PAJV in the current quarter. In the three months ended
January 31, 2016 cost of construction services increased to approximately $29,000 as compared to $0 in the three months ended
January 31, 2015, as a result of the Company’s formation of the construction company subsidiary and its services to ARG
LLC. In the three months ended January 31, 2016 cost of construction services, related party decreased from approximately
$22,000 in three months ended January 31, 2015 to $0 in the three months ended January 31, 2016. The costs incurred in the
prior period related to the Company’s services to PAJV, a related party. Effective March 15, 2015 the Company is no
longer an owner in PAJV, thus there were no such costs in the current quarter.



Compensation
expense decreased approximately $9,000 for the three months ended January 31, 2016 as compared to the comparable prior period.
This decrease is attributable to the full vesting of a portion of restricted stock units (“RSUs”) in the current period
as compared to the comparable prior quarter.



General
and administrative expenses decreased approximately $5,000 for the three months ended January 31, 2016 as compared to the comparable
prior period due to decreased Company activity in the three months ended January 31, 2015.



Professional
fees increased approximately $27,500 for the three months ended January 31, 2016 as compared to the comparable prior period mainly
due to increased outside consulting and legal fees for the three months ended January 31, 2015 due to the Company’s funding
sources and ongoing search for equity and financing sources for the nine months ended January 31, 2016.



Interest
expense increased approximately $48,000 for the three months ended January 31, 2016 as compared to the comparable prior period
mainly due to increased convertible debt in the current quarter and the related interest and amortization of debt discounts for
the three months ended January 31, 2016.



Bad
debt expense increased from $0 in the comparable prior period to approximately $2,100 for the three months ended January 31,
2016 due to the write off of the note receivable rental property which management deemed uncollectible in the current
quarter.



Gain
on sale of asset increased from $0 in the comparable prior period to approximately $8,100 for the three months ended January 31,
2016 due to the sale of a vehicle in the current quarter.



Derivatives
loss increased from $0 in the comparable prior period to approximately $665,000 for the three months ended January 31, due to
the derivatives loss on the tainting of convertible debt in the current quarter.



Nine
months Ended January 31, 2016 Compared to Nine months Ended January 31, 2015



During
the nine months ended January 31, 2016, we incurred a net loss of approximately $1,125,000 compared to a net loss of approximately
$343,000 for the nine months ended January 31, 2015. Revenue decreased approximately $140,000 in the nine months ended January
31, 2016 compared to the nine months ended January 31, 2015. Proceeds from the sale of properties decreased to $0 as compared
to $200,000 during the nine months ended January 31, 2015. The Company sold two properties in the nine months ended January 31,
2015. There were no such sales during the nine months ended January 31, 2016. Proceeds from the sale of properties, related party
decreased to $0 as compared to $75,000 during the nine months ended January 31, 2015 due to a decrease in proceeds from the sale
of one property in the amount of $75,000 to PAJV, a related party in the quarter ended January 31, 2015. There were no such sales
during the nine months ended January 31, 2016. Commission revenue decreased to $0 as compared to approximately$24,000 during the
nine months ended January 31, 2015. The Company received commissions on the sale of three Company owned properties and on one
managed property in the nine months ended January 31, 2015. There were no such commissions earned during the nine months ended
January 31, 2016. Revenue also decreased due to a decrease in revenue from construction services, related party from approximately
$24,000 in nine months ended January 31, 2015 to $0 in the nine months ended January 31, 2016, as a result of the Company’s
services to PAJV, a related party. Effective March 15, 2015 the Company is no longer an owner in PAJV, thus there were no such
sales in the current quarter.





17







The
decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in the nine months
ended January 31, 2015 to approximately $180,000 in the nine months ended January 31, 2016, as a result of the Company’s
formation of the construction company subsidiary and its services to ARG LLC. Management fee revenue also increased from approximately
$7,200 in the nine months ended January 31, 2015 to approximately $10,800 in the nine months ended January 31, 2016 due to the
addition of  thirteen managed properties in the current fiscal period.



There
have been fluctuations in certain expenses in the nine months ended January 31, 2016, as compared to the nine months ended
January 31, 2015. In the nine months ended January 31, 2016 cost of properties sold decreased to $0 as compared to
approximately $167,000 in the nine months ended January 31, 2015 due to the sale of no properties in the current period. In
the nine months ended January 31, 2016 cost of properties sold, related party decreased to $0 as compared to approximately
$74,000 in the nine months ended January 31, 2015 due to the sale of one property to PAJV in the nine months ended January
31, 2015. There were no properties sold to PAJV in the current period. Cost of construction services increased from $0 in the
nine months ended January 31, 2015 to approximately $167,000 in the nine months ended January 31, 2016, as a result of the
Company’s formation of the construction company subsidiary and its services to ARG LLC. In the nine months ended
January 31, 2016 cost of construction services, related party decreased from approximately $22,000 in nine months ended
January 31, 2015 to $0 in the nine months ended January 31, 2016. The costs incurred in the prior period related to the
Company’s services to PAJV, a related party. Effective March 15, 2015 the Company is no longer an owner in PAJV, thus
there were no such costs in the current quarter.



Rental
operating costs increased approximately $2,600 for the nine months ended January 31, 2016 as compared to the same period in fiscal
2015 due to the refund of insurance premiums in fiscal 2015. The reserve for rent guarantee decreased to a recovery of approximately
$10,000 for the nine months ended January 31, 2016 as compared to expense of approximately $1,300 in the same period in fiscal
2015. There were no sales of rental properties in the current period and the rental guarantees on two prior period property sales
expired with no payment required resulting in a credit of approximately $10,000.



Compensation
expense decreased approximately $12,200 for the nine months ended January 31, 2016 as compared to the comparable prior period.
This decrease is attributable to a former Director’s expired restricted stock units (“RSUs”) and to the full
vesting of a portion of other RSUs in June of fiscal 2016.



General
and administrative expense decreased approximately $9,600 for the nine months ended January 31, 2016 as compared to the comparable
prior period due to decreased Company activity in the current nine months.



Professional
fees increased approximately $36,500 for the months ended January 31, 2016 as compared to the comparable prior period mainly due
to increased consulting and legal fees paid in connection with activities relating to the Company’s funding sources and
ongoing search for equity and financing sources for the nine months ended January 31, 2016.



Interest
expense increased approximately $82,100 for the nine months ended January 31, 2016 as compared to the comparable prior period
mainly due to increased convertible debt in the current period and the related interest and amortization of debt discounts for
the nine months ended January 31, 2016.



Bad
debt expense increased from $0 in the comparable prior period to approximately $2,100 for the nine months ended January 31, 2016
due to the write off of the note receivable rental property which management deemed uncollectible in the current period.



Gain
on sale of asset increased from $0 in the comparable prior period to approximately $8,100 for the nine months ended January 31,
2016 due to the sale of a vehicle in the current period.



Derivatives
loss increased from $0 in the comparable prior period to approximately $659,000 for the nine months ended January 31, due to the
derivatives loss on the tainting of convertible debt in the current period.





18







LIQUIDITY
AND CAPITAL RESOURCES



At
January 31, 2016, we had total assets of approximately $75,000 compared to total assets of approximately $164,000 at April 30,
2015. The decrease in total assets was mainly due to the following; cash decreased approximately $57,800, accounts receivable
decreased approximately $11,800 mainly due to amounts received from ARG, the note receivable - rental property in the amount of
approximately $2,100 was written off as it was deemed uncollectible, prepaid expenses decreased approximately $2,300, deposits
decreased $5,000 as the lease expired and was not renewed, property and equipment decreased approximately $11,000 due to the sale
of a vehicle and current period depreciation expense.



Cash
decreased from approximately $99,000 as of April 30, 2015 to approximately $42,000 as of January 31, 2016. At January 31, 2016,
we had stockholders’ deficit of approximately $1,916,000 compared to deficit of approximately $ 1,032,000 as of April 30,
2015. The increase in stockholders’ deficit was primarily due to a net loss of approximately $1,125,000 which was offset
by compensation expense relating to RSUs of approximately $9,400, an amount received from a subscriber under a stock subscription
agreement of approximately $54,000, stock issued under convertible debenture of approximately $69,600, a derivative liability
of $54,400 and stock issued under service agreements of approximately $54,000 in the nine month period ended January 31, 2016.



Restructure
of Rupes Futura and AMREFA Debt



On
February 9, 2016, the Board of Directors of the Company authorized a new series of preferred stock, the Series A Convertible Preferred
Stock, with a stated value of $1.00 per share, and we filed a Certificate of Designations for the Series A Preferred Stock with
the Secretary of State of Delaware on February 17, 2016. Also, effective on February 9, 2016, our Board approved and the Company
entered into two agreements with the Company’s largest stockholder, EIG Venture Capital Ltd (EIG), to reduce the amount
of the Company’s outstanding debt, and improve our balance sheet. First, EIG assumed all of the Company’s obligations
under the 13.5% convertible debenture of the Company due to Rupes Futura AB (Sweden), which has agreed to assumption of the convertible
debenture obligations by EIG. The outstanding principal of the debenture, together with two years of accumulated unpaid interest,
totals $608,031, and EIG was compensated by the issuance of shares of Series A Preferred Stock with a total stated value equal
to that of the principal and accrued interest of the debt assumed. Second, the Company negotiated a debt conversion agreement
effective February 9, 2016 with EIG, under which $59,000 of non-interest bearing advances made to the Company by EIG in July and
November 2015 were converted into shares of Series A Preferred Stock with a total stated value of $59,000.



Subscription
Agreements for Shares of Series A Preferred Stock



The
Company has entered into subscription agreements with three stockholders, Jan Telander, the Company’s President and CEO;
Ulf Telander, the CEO of EIG; and Frederic Telander, the CEO of SolTech Energy Sweden AB, which provides solar energy solutions
for all types of properties. The subscription agreements provide for the investment in the Company by each of the three stockholders
of $100,000 through the purchase of 100,000 shares each of Series A Preferred Stock, such purchases to be completed on or before
April 30, 2016.



Purchase
of AMREFA Properties



On
March 8, 2016, the Company restructured its working arrangements with AMREFA through entry into a purchase agreement with AMREFA
for the purchase of AMREFA’s U.S. subsidiary, ARG LLC, which holds real estate properties in Birmingham, Michigan, that
were purchased by AMREFA and which we have managed for AMREFA. We paid the purchase price of $1,285,000 by the issuance to AMREFA
of 8,093,541 shares of a new Series B Preferred Stock AMREFA also converted $70,000 of Progreen’s outstanding debt plus
accrued interest on all debt to AMREFA in exchange for shares of Series B Preferred Stock. The Company has authorized the issuance
of an aggregate of 8,534,625 shares of the Series B Preferred Stock to AMREFA in these transactions.



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. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern.





19







The
Company’s ability to continue as a going concern is dependent upon the success of management’s plans and the Company’s
ability to use its common stock to raise working capital. At present, the Company has outstanding three convertible notes in the
aggregate principal amount of $28,600 all of which notes provide for the holder to convert outstanding principal and accrued interest
on the holder’s note at a discount from the market price of our common stock. We expect conversions of these outstanding
notes to depress the market prices of our common stock for the next three months and to dilute substantially the ownership of
our common stock by existing holders.



We
have increased our authorized number of shares of common stock to 1,500,000,000 shares, following SEC review of the amended Preliminary
Information Statement, we filed with the SEC and mailed to our stockholders a Definitive Information Statement and a further Amended
Definitive Information Statement for the increase in authorized common stock, and to amend our Certificate of Incorporation accordingly.  
The Company believes that the increase in authorized common stock is necessary to assure that there is a sufficient number of
shares of common stock available for conversions of outstanding convertible debt.



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



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 $0 and $2,137 as of January 31, 2016 and April 30, 2015, respectively. During
the current quarter management determined the note is uncollectible and it was written off in full. The amount of $2,137 was charged
to bad debt expense in the nine months ended January 31, 2016.



Related
Party Subscription Agreement and Related Party Advance



We
have limited working capital.  In December 2014, the Company received $50,000 of the remaining Phase III $100,000 purchase
price balance under a Subscription Agreement with EIG Venture Capital, Ltd. (“EIG”) and $59,120 of related interest.
The remaining balance of the purchase price in the amount of $54,000 was received on July 3, 2015 to complete payment of the Phase
III purchase price. EIG on July 14, 2015, separately advanced the Company $46,000, and in November, 2015 advanced an additional
$13,000. The $59,000 of non-interest bearing advances made to the Company by EIG were converted into shares of Series A Preferred
Stock with a total stated value of $59,000.



Notes
Payable and AMREFA Restructure



Pursuant
to an Instalment Payment Agreement entered into on June 25, 2015 with AMREFA, the Company refinanced its outstanding principal
and interest on loans to the Company from AMREFA. This agreement replaced all outstanding notes by a single 8% promissory note
in the principal amount of $289,246, due July 15, 2017, amortized by instalment payments of principal and interest commencing
with an initial payment in July 2015 of $45,000, including accrued interest, which payment was made on July 15, 2015. EIG, a major
shareholder of the Company, guaranteed Progreen’s obligations under the Instalment Payment Agreement. The AMREFA Instalment
Payment Agreement was paid in full and cancelled as of the March 8, 2016 effective date of the transaction for the exchange of
Series B Preferred Stock for the AMREFA properties held by its U.S. subsidiary, American Residential Gap LLC, in consideration
of Progreen’s deliveries of a $200,000 Mortgage Note together with the 441,084 shares of Series B Preferred Stock.



20







Convertible
Note Financing



Effective
on September 2, 2015, the Company entered into an agreement with JMJ Financial (“JMJ”), for a $250,000 convertible
note financing facility with a maximum draw of $225,000, pursuant to which the Company at the initial closing under this agreement
issued JMJ a convertible note in the principal amount of $250,000 for loans pursuant to the facility (“Note”). The
initial draw was $30,000 under this financing facility, subsequent draws being subject to approval of the lender and the Company.
The maximum disbursement of funds to the Company would be $225,000 with a $25,000 original issue discount and with interest at
the rate of 12% per annum. The agreement with JMJ also requires the Company to use its reasonable best efforts to make filings
with the SEC of Information Statements necessary to increase the number of its authorized shares of common stock, or to conduct
a reverse split of its outstanding shares of common stock, to provide an adequate number of shares for conversions of principal
of and interest on amounts owing under the Note pursuant to this agreement.



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, 2015. We consider the following
accounting policy to be the most critical going forward:



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 not 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.



21









PART
II—OTHER INFORMATION



|ITEM 6. | EXHIBITS.
|------- | ---------



|10.31a |  | Amendment
    No. 1 to Purchase Agreement, dated March 8, 2016, between the Company and American Residential Fastigheter AB.                                                                              
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                           
|10.32  |  | Joint
    Venture Contract, dated February 12, 2016, between Immobiliaria Contel and the Company.                                                                                                         
|       |  |                                                                                                                                                                                                           
|10.33  |  | Recognition
    Agreement with Debt Mortgage Guarantee, dated February 12, 2016, between Immobiliaria Contel and the Company.                                                                             
|       |  |                                                                                                                                                                                                           
|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.



*
Filed herewith

**
Furnished herewith





22







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:                          
| |                              
| |                              



Dated:
April 25, 2016





23