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 October 31, 2015



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 150,503,921 as of December 22,
2015.



















PROGREEN
PROPERTIES, INC.



INDEX





|                               |                                                                                                                                                                                                            | Page
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Part I.  Financial Information | 1                                                                                                                                                                                                         
|                               |                                                                                                                                                                                                            |     
|Item 1.                        | Financial
    Statements                                                                                                                                                                                   | 1   
|                               |                                                                                                                                                                                                            |     
|                               | Condensed
    Consolidated Balance Sheets as of October 31, 2015 (unaudited) and as of April 30, 2015                                                                                                      | 2   
|                               |                                                                                                                                                                                                            |     
|                               | Condensed
                                         Consolidated Statements of Operations for the Three and Six Months Ended October 31,
                                         2015 and 2014 (unaudited) | 3   
|                               |                                                                                                                                                                                                            |     
|                               | Condensed
    Consolidated Statements of Stockholders’ Deficit  (unaudited)                                                                                                                                |     
|                               |                                                                                                                                                                                                            |     
|                               | Condensed
    Consolidated Statements of Cash Flows for the Six Months Ended October 31, 2015 and 2014 (unaudited)                                                                                         | 4   
|                               |                                                                                                                                                                                                            |     
|                               | Notes
    to Unaudited Condensed Consolidated Financial Statements                                                                                                                                         | 5   
|                               |                                                                                                                                                                                                            |     
|Item 2.                        | Management's
    Discussion and Analysis of Financial Condition and Results of Operations.                                                                                                                 | 13  
|                               |                                                                                                                                                                                                            |     
|Item 3.                        | Quantitative
    and Qualitative Disclosures about Market Risk                                                                                                                                             | 17  
|                               |                                                                                                                                                                                                            |     
|Item 4.                        | Controls
    and Procedures.                                                                                                                                                                               | 18  
|                               |                                                                                                                                                                                                            |     
|Part II. Other Information     |                                                                                                                                                                                                           
|                               |                                                                                                                                                                                                            |     
|Item 6.                        | Exhibits.                                                                                                                                                                                                  | 18  
|                               |                                                                                                                                                                                                            |     
|Signatures                     | 19                                                                                                                                                                                                        
















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
OCTOBER 31, 2015 (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 DECEMBER 22, 2015, 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 six months ended October 31, 2015 and 2014 are not necessarily indicative of the results
for the entire fiscal year or for any other period.





1







ProGreen
Properties, Inc.



Condensed
Consolidated Balance Sheets





|                                                                                                                                                     |  | October
    31, |            |   | April
    30, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | - | ------------- | -
|                                                                                                                                                     |  | 2015            |            |   | 2015          |  
|                                                                                                                                                     |  | (Unaudited)     |            |   |               |  
|Assets                                                                                                                                               |  |                 |            |   |               |  
|Cash                                                                                                                                                 |  | $               | 31,626     |   |               | $
|Other
    receivables - related party                                                                                                                |  |                 | 3,209      |   |               |  
|Accounts
    receivable                                                                                                                              |  |                 | 53,128     |   |               |  
|Note
    receivable - rental property                                                                                                                |  |                 | 2,235      |   |               |  
|Prepaid
    expenses                                                                                                                                 |  |                 | 1,211      |   |               |  
|Deposits                                                                                                                                             |  |                 | 5,000      |   |               |  
|Property
    and equipment: Vehicles, furniture and equipment, net of accumulated depreciation of $52,143 and $45,347                                |  |                 | 17,599     |   |               |  
|Total
    assets                                                                                                                                     |  | $               | 114,008    |   |               | $
|                                                                                                                                                     |  |                 |            |   |               |  
|Liabilities
    and Stockholders' Deficit                                                                                                            |  |                 |            |   |               |  
|                                                                                                                                                     |  |                 |            |   |               |  
|Accounts
    payable and accrued expenses                                                                                                            |  | $               | 82,095     |   |               | $
|Accrued
    interest                                                                                                                                 |  |                 | 197,375    |   |               |  
|Payable
    under management agreement                                                                                                               |  |                 | 7,743      |   |               |  
|Obligations
    under capital leases                                                                                                                 |  |                 | 15,181     |   |               |  
|Notes
    payable                                                                                                                                    |  |                 | 275,256    |   |               |  
|Tenant
    deposits                                                                                                                                  |  |                 | 17,110     |   |               |  
|Related
    party advance                                                                                                                            |  |                 | 46,000     |   |               |  
|Derivative
    liability                                                                                                                             |  |                 | 63,632     |   |               |  
|Convertible
    notes, net of unamortized discount of $31,012 and $0                                                                                 |  |                 | 64,991     |   |               |  
|Convertible
debenture                                                                                                                                |  |                 | 476,000    |   |               |  
|Total
    liabilities                                                                                                                                |  |                 | 1,245,383  |   |               |  
|                                                                                                                                                     |  |                 |            |   |               |  
|Stockholders'
    deficit                                                                                                                            |  |                 |            |   |               |  
|Preferred
    stock, $.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding                                                |  |                 | -          |   |               |  
|Common stock, $.0001
    par value, 250,000,000 shares authorized and 150,503,921 and 110,329,703 outstanding at October 31, 2015 and April 30, 2015 |  |                 | 15,050     |   |               |  
|Additional
    paid in capital                                                                                                                       |  |                 | 3,302,004  |   |               |  
|Less:
    amount due from related party subscriber under subscription agreement                                                                      |  |                 | -          |   |               |  
|Accumulated
    deficit                                                                                                                              |  |                 | (4,448,429 | ) |               |  
|Total
    stockholders' deficit                                                                                                                      |  |                 | (1,131,375 | ) |               |  
|Total
    liabilities and stockholders' deficit                                                                                                      |  | $               | 114,008    |   |               | $





See
accompanying Notes to Unaudited Condensed Consolidated Financial Statements





2







ProGreen Properties, Inc.



Condensed
Consolidated Statements of Operations

UNAUDITED







|                                                                  |  | Three
    Months Ended   October 31, |             |   | Six
    Months Ended  October 31, |  
|----------------------------------------------------------------- |  | ------------------------------------ | ----------- | - | --------------------------------- | -
|                                                                  |  | 2015                                 |             |   | 2014                              |  
|Revenues:                                                         |  |                                      |             |   |                                   |  
|                                                                  |  |                                      |             |   |                                   |  
|Proceeds
    from sale of properties                              |  | $                                    | -           |   |                                   | $
|Commissions
    revenue                                           |  |                                      | -           |   |                                   |  
|Management
    fee revenue                                        |  |                                      | 3,501       |   |                                   |  
|Construction
    services revenue                                 |  |                                      | 109,702     |   |                                   |  
|Other
    income                                                  |  |                                      | 325         |   |                                   |  
|Total
    Revenue                                                 |  | $                                    | 113,528     |   |                                   | $
|Expenses:                                                         |  |                                      |             |   |                                   |  
|Cost
    of properties sold                                       |  |                                      | -           |   |                                   |  
|Cost
    of construction services                                 |  |                                      | 96,262      |   |                                   |  
|Rental
    property operating costs (refund)                      |  |                                      | 1,009       |   |                                   |  
|Reserve
    for rent guarantee (recovery)                         |  |                                      | (6,667      | ) |                                   |  
|Advertising                                                       |  |                                      |             |   |                                   |  
|Depreciation                                                      |  |                                      | 3,398       |   |                                   |  
|Compensation
    expense                                          |  |                                      | 2,125       |   |                                   |  
|General
    & administrative                                      |  |                                      | 49,511      |   |                                   |  
|Professional
    fees                                             |  |                                      | 25,126      |   |                                   |  
|Total
    operating expenses                                      |  | $                                    | 170,764     |   |                                   | $
|                                                                  |  |                                      |             |   |                                   |  
|Operating
    loss                                                |  |                                      | (57,236     | ) |                                   |  
|Other
    expenses and income:                                    |  |                                      |             |   |                                   |  
|Interest
    expense                                              |  |                                      | (69,779     | ) |                                   |  
|Interest
    income                                               |  |                                      | 43          |   |                                   |  
|Derivatives
    gain                                              |  |                                      | 5,777       |   |                                   |  
|Loss
    before income tax expense                                |  | $                                    | (121,195    | ) |                                   | $
|Income
    tax expense                                            |  | $                                    | -           |   |                                   | $
|Net
    Loss                                                      |  | $                                    | (121,195    | ) |                                   | $
|Net
    loss per share - basic and fully diluted                  |  | $                                    | (0.00       | ) |                                   | $
|Weighted
    average shares outstanding - basic and fully diluted |  |                                      | 140,354,489 |   |                                   |  





See accompanying
Notes to Unaudited Condensed Consolidated Financial Statements



3







ProGreen Properties, Inc.



Condensed Consolidated Statement of Stockholders' Deficit

(UNAUDITED)





|                                                                 |  | Number
    of  Shares Issued and  Outstanding |             |  | Common
     Stock |   |        | Additional
     Paid In  Capital |  |   | Amount
    Due  Under  Subscription  Agreement |   |  | Accumulated
     Deficit |         | Net
    Stockholders' 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                     |  |                                               | 32,674,218  |  |                   |   | 3,267  |                                  |  |   | 49,783                                         |   |  |                          |         |                               | 
|Derivative
    liability extinguished on conversion              |  |                                               |             |  |                   |   |        |                                  |  |   | 49,764                                         |   |  |                          |         |                               | 
|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                        |  |                                               |             |  |                   |   |        |                                  |  |   | 7,250                                          |   |  |                          |         |                               | 
|Net
    loss                                                     |  |                                               |             |  |                   |   |        |                                  |  |   |                                                |   |  |                          |         |                               | 
|Balance
    at October 31, 2015                                  |  |                                               | 150,503,921 |  |                   | $ | 15,050 |                                  |  | $ | 3,302,004                                      |   |  | $                        | -       |                               | 







4







ProGreen
Properties, Inc.



Condensed
Consolidated Statements of Cash Flows

(UNAUDITED)





|                                                                                |  | Six
                                         Months Ended October
                                         31, |         
|------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- | --------
|                                                                                |  | 2015                                                                                                           |         
|Cash provided by (used in) operating
    activities                             |  |                                                                                                                |         
|Net
    loss                                                                    |  | $                                                                                                              | (269,055
|Adjustments
    to reconcile net loss to net cash used in operating activities: |  |                                                                                                                |         
|Compensation
    - restricted stock units                                       |  |                                                                                                                | 7,250   
|Depreciation                                                                    |  |                                                                                                                | 6,796   
|Gain
    on sale of properties                                                  |  |                                                                                                                | -       
|Gain
    on derivatives                                                         |  |                                                                                                                | (5,777  
|Amortization
    of discounts on debenture to related party                     |  |                                                                                                                | -       
|Amortization
    of discounts on convertible notes                              |  |                                                                                                                | 43,246  
|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                                                         |  |                                                                                                                | (26,057 
|Note
    receivable                                                             |  |                                                                                                                |         
|Prepaid
    expenses                                                            |  |                                                                                                                | 2,135   
|Deposits                                                                        |  |                                                                                                                | (1,500  
|Accounts
    payable and accrued expenses                                       |  |                                                                                                                | 15,024  
|Payable
    under management agreement                                          |  |                                                                                                                | (29,142 
|Cash
    used in operating activities                                           |  |                                                                                                                | (203,580
|                                                                                |  |                                                                                                                |         
|Cash
    provided by investing activities                                       |  |                                                                                                                |         
|Advance
    note receivable                                                     |  |                                                                                                                | (98     
|Cash
    used in investing activities                                           |  |                                                                                                                | (98     
|                                                                                |  |                                                                                                                |         
|Cash
    provided by (used in) financing activities                             |  |                                                                                                                |         
|Proceeds
    from notes payable                                                 |  |                                                                                                                | -       
|Repayment
    of notes payable                                                  |  |                                                                                                                | (28,196 
|Proceeds
    from advance related party                                         |  |                                                                                                                | 46,000  
|Repayment
    of notes payable related party                                    |  |                                                                                                                | -       
|Proceeds
    from convertible debentures                                        |  |                                                                                                                | 68,000  
|Decrease
    in obligations under capital leases                                |  |                                                                                                                | (3,824  
|Collection
    of amount due under stock subscription                           |  |                                                                                                                | 53,999  
|Cash
    provided by (used in) financing activities                             |  |                                                                                                                | 135,979 
|                                                                                |  |                                                                                                                |         
|Net
    change in cash                                                          |  |                                                                                                                | (67,699 
|                                                                                |  |                                                                                                                |         
|Cash
    at beginning of period                                                 |  |                                                                                                                | 99,325  
|Cash
    at end of period                                                       |  |                                                                                                                | 31,626  
|Supplemental
    information:                                                   |  |                                                                                                                |         
|Cash
    paid for interest                                                      |  | $                                                                                                              | 16,803  
|                                                                                |  |                                                                                                                |         
|Noncash
    investing and financing transactions:                               |  |                                                                                                                |         
|Noncash
    transaction: consolidation of note payable                          |  | $                                                                                                              | 261,150 
|Noncash
    transaction: stock issued under convertible debenture               |  | $                                                                                                              | 53,050  
|Noncash
    transaction: discount on derivatives                                |  | $                                                                                                              | 27,906  
|Noncash
    transaction: Derivative liability extinguished on conversion        |  | $                                                                                                              | 49,764  
|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 







See
accompanying Notes to Unaudited Condensed Consolidated Financial Statements





5









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

October 31, 2015

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 month period ended October 31, 2015,
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 October 31, 2015, 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 5, 6 and 7.



Going
Concern



The
Company’s unaudited condensed consolidated financial statements for the period ended October 31, 2015, 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 October 31, 2015, the Company had outstanding three convertible notes
in the aggregate principal amount of approximately $65,000, 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 six 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 $204,000 of cash to support its operations and such cash needs are expected to continue in the
upcoming year. As of October 31, 2015, the Company has approximately $32,000 in cash.



6











ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

October 31, 2015

Unaudited



Note
1. Financial Statement Presentation– continued



Reclassifications



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



Note
2. Payable Under Management Agreement



ProGreen
Management has entered into management agreements with certain property owners whereby the Company manages, leases, operates,
maintains and repairs the properties for which it receives a management fee of ten percent of the monthly rent. ProGreen Management
collects rent and remits the property owners’ portion of collected rent, net of a management fee to the owners. At October
31, 2015 and April 30, 2015 net rent amounts due totaled $7,743 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 October 1, 2015. 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 six months ended October 31, 2015. 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

October
31, 2015

Unaudited



Note
3. Notes Payable



The
Company is indebted as follows:





|                                                                                                                                                                                                                                                                                                                                                                                       |  | October,
    31 |         |  | April , 30 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- |  | ---------- | -
|                                                                                                                                                                                                                                                                                                                                                                                       |  | 2015            |         |  | 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 |  |            | $





See
Note 1.



Note
4. Related Party Advance



In
July 2015 EIG, a major shareholder of the Company, advanced the Company $46,000. 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
$46,000 at October 31, 2015. See Note 12.



8











ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

October 31, 2015

Unaudited



Note
5. 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.                                                                                                      
|------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |   |                                                                                                                                                                                                                 
|Level2  | - | Inputs
                                         other than quoted prices in active markets that are either directly or indirectly observable.                                                                   
|        |   |                                                                                                                                                                                                                 
|Level3  | - | Unobservable
                                         inputs about which little or no market data exists, therefore requiring an entity to
                                         develop its own assumptions.



As
of October 31, 2015, the Company held certain financial instruments that are measured at fair value on a recurring basis. These
consisted of convertible debt totaling $540,991 with a derivative liability totaling $63,632 at October 31, 2015 which are categorized
as Level 3. The related gain on derivatives totaled $5,777 for the six month period ended October 31, 2015.



Note 6
- Derivative Liability



During
the six months ended October 31, 2015, the Company identified conversion features embedded within its convertible debt. See Notes
7 and 8. 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 October 31, 2015 is as follows:



|April 30, 2015 balance                      |  | $ | -      |  
|------------------------------------------- |  | - | ------ | -
|Discount
    on Debt                        |  |   | 70,926 |  
|Write-off
    to additional paid in capital |  |   | (1,517 | )
|Fair
    value mark- to market adjustment   |  |   | (5,777 | )
|Derivatives
    liability, net of discount  |  | $ | 63,632 |  





9







ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

October 31, 2015

Unaudited



Note 6
- Derivative Liability - continued



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 six months ended October 31, 2015:



| | Exercise
    prices     | See
    Notes 7 and 8 | 
| | ----------------------- | --------------------- | 
| | Expected
    dividends  | 0%                    | 
| | Expected
    Volatility | 149%
    -     324%   | 
| | Expected
    terms      | See
    Notes 7 and 8 | 
| | Discount
    rate       | .01%
    -.75%        | 





Note
7. 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. The Company may repay the JMJ Note
at any time on or before 90 days from the effective date, after which the Company may not make further payments on this JMJ Note
prior to the maturity date. If the Company does not repay the consideration on or before 90 days from its effective date, a one-time
interest charge of 12% is 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. The balance due under the JMJ Note was $33,333 less the unamortized discount of $31,012, at
October 31, 2015. Amortization of the related discount totaled $2,320 for the six months ended October 31, 2015. The effective
interest rate on the JMJ Note as a result of the discount was 14.09% which resulted in interest expense of approximately $4,227
for the period ending October 31, 2015. Accrued interest due under the JMJ Note totaled $4,000 at October 31, 2015.



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. There was no remaining principal balance or accrued interest due under the KBM Convertible Note at October 31, 2015. See
Note 10.



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”). On September 24, 2015 Vis Vires converted $8,330 of the March 2015 Vis Vires Convertible Note into a
2015 total of 13,655,738 shares of Common Stock at a fair value of $.00061 per share. See Note 10. The principal balance due under
the March Vis Vires Convertible Note was $24,670 at October 31, 2015.





10









ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

October 31, 2015

Unaudited



Note
7. Convertible Notes – continued



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. The principal balance due under the May 2015 Vis Vires Convertible Note”) was $38,000 at October 31,
2015.



Accrued
interest for both Vis Vires Convertible Notes totaled $2,990 at October 31, 2015.





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 retainted all the
other outstanding convertible notes. At October 31, 2015 the derivative liability balance was $63,632, amortization of the derivative
discount totaled $43,246 and the derivative gain totaled $5,777 for the current fiscal period. See Notes 6 and 8.



Note
8. 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 $32,400 and $37,900 for the periods ended October 31, 2015 and 2014, respectively. Accrued interest due
totaled $183,116 and $150,722 at October 31, 2015 and April 30, 2015, respectively. The balance due totaled $476,000 at October
31, 2015 and April 30, 2015. As of October 31 2015, the Company had not paid the annual interest payment due November 5, 2013.
The due date for extension is in negotiation with Rupes Futura. See Notes 6 and 7.



Note
9. Related Party Subscription Agreement



In
connection with the related party Subscription Agreement, in the six months ended October 31, 2015 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.



11







ProGreen Properties, Inc.



NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

October 31, 2015

Unaudited



Note
10. 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 7.



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 7.



On
September 24, 2015 Vis Vires converted $8,330 of the March 2015 Vis Vires Convertible Note into a 2015 total of 13,655,738 shares
of Common Stock at a fair value of $.00061 per share. See Note 7.



Note
11. Employee Stock Option Plan



Restricted
Stock Units



For
the six month period ended October 31, 2015 compensation expense relating to RSUs was recorded as follows:





|                                                            |  | October 31,
|----------------------------------------------------------- |  | -----------
|                                                            |  | 2015       
|Number of restricted stock units issued on June 1, 2012     |  |            
|Stock price on grant date                                   |  | $          
|Vesting Period                                              |  |            
|Estimated fair value at issuance                            |  | $          
|                                                            |  |            
|May 1, 2015 through October 31, 2015 Compensation Expense   |  | $          
|                                                            |  |            
|Number of restricted stock units issued on December 3, 2012 |  |            
|Stock price on grant date                                   |  | $          
|Vesting Period                                              |  |            
|Estimated fair value at issuance                            |  | $          
|                                                            |  |            
|May 1, 2015 through October 31, 2015 Compensation Expense   |  | $          
|                                                            |  |            
|Number of restricted stock units issued on June 1, 2014     |  |            
|Stock price on grant date                                   |  | $          
|Vesting Period                                              |  |            
|Estimated fair value at issuance                            |  | $          
|                                                            |  |            
|May 1, 2015 through October 31, 2015 Compensation Expense   |  | $          
|                                                            |  |            
|Total compensation expense                                  |  | $          



Note
12. Subsequent Event



In
November 2015 EIG advanced the Company an additional $13,000. See Note 4.





12











|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 a Settlement
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.



In
fiscal 2012, we entered into a working agreement with American Residential Gap LLC (“ARG LLC”), a wholly-owned subsidiary
of American Residential Gap ApS (“ARG”), a property investment company incorporated in Denmark. We completed the sale
of eight properties to ARG in fiscal 2012 and 2013. ARG was acquired in 2013 by American Residential Fastigheter AB (“AMREFA”),
a company formed under the laws of Sweden. During fiscal 2014 we completed the sale of one property to ARG LLC, and in 2015 our
interim joint venture with ARG sold three leased properties to ARG LLC effective February 1, 2015, and sold a fourth property
to ARG LLC in March 2015.





13







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. PAJV will acquire, own, operate, improve and hold for sale real estate properties under development.
PAJV will fund the purchases of properties with loans from ARG. 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 has been restructured through a March 15, 2015, amendment to the Investment Agreement with AMREFA, superseding
the December 2014 Interim PAJV Operating Agreement. As of this date the Company is no longer a 50% owner of the PAJV. The amendment
provides 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%.



We
are currently negotiating with AMREFA to restructure the working relationship between the companies, which would potentially involve
our acquisition of AMREFA’s U.S. properties held by ARG in exchange for our equity securities. There is no assurance than
we will be able to conclude these negotiations on favorable terms to Progreen so we can proceed to complete this transaction with
AMREA.



In
January 2015, ProGreen Construction LLC (“ProGreen Construction”) was formed as a wholly owned subsidiary of the Company.
ProGreen Construction performs all construction and development services for the properties under development covered by the Investment
Agreement.



RESULTS
OF OPERATIONS



Three
months Ended October 31, 2015 Compared to Three months Ended October 31, 2014



During
the three months ended October 31, 2015, we incurred a net loss of approximately $121,000 compared to a net loss of approximately
$63,000 for the three months ended October 31, 2014. Revenue decreased approximately $104,000 in the three months ended October
31, 2015 compared to the three months ended October 31, 2014. Proceeds from the sale of properties decreased to $0 as compared
to $200,000 during the three months ended October 31, 2014. The Company sold two properties in the three months ended October
31, 2014. There were no such sales during the three months ended October 31, 2015. Commission revenue decreased to $0 as compared
to $14,000 during the three months ended October 31, 2014. The Company received commissions on the sale of two managed properties
in the three months ended October 31, 2014. There were no such commissions earned during the three months ended October 31, 2015.



The
decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in three months
ended October 31, 2014 to approximately $110,000 in the three months ended October 31, 2015, 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 October 31, 2015, as compared to the three months ended October
31, 2014. In the three months ended October 31, 2015 cost of properties sold decreased to $0 as compared to approximately $167,000
in the three months ended October 31, 2014 due to the sale of no properties in the current quarter. In the three months ended
October 31, 2015 cost of construction services increased to approximately $97,000 as compared to $0 in the three months ended
October 31, 2014, as a result of the Company’s formation of the construction company subsidiary and its services to ARG
LLC.



Rental
operating costs increased $1,300 for the three months ended October 31, 2015 as compared to a refund of approximately $1,600 in
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 $6,700 for the three months ended October 31, 2015 as compared to expense of approximately $1,600
in the same period in fiscal 2015. There were no sales of rental properties in the current quarter and the rental guarantees on
two prior period property sales expired with no payment required resulting in a credit of approximately $6,700.





14







Compensation
expense increased approximately $4,000 for the three months ended October 31, 2015 as compared to the comparable prior period.
This increase is attributable to a former Director’s expired restricted stock units (“RSUs”) in the prior period.



Professional
fees decreased approximately $4,000 for the three months ended October 31, 2015 as compared to the comparable prior period mainly
due to decreased outside consulting and legal fees for the three months ended October 31, 2015.



Six
months Ended October 31, 2015 Compared to Six months Ended October 31, 2014



During
the six months ended October 31, 2015, we incurred a net loss of approximately $269,000 compared to a net loss of approximately
$214,000 for the six months ended October 31, 2014. Revenue decreased approximately $66,000 in the six months ended October 31,
2015 compared to the six months ended October 31, 2014. Proceeds from the sale of properties decreased to $0 as compared to $200,000
during the six months ended October 31, 2014. The Company sold two properties in the six months ended October 31, 2014. There
were no such sales during the six months ended October 31, 2015. Commission revenue decreased to $0 as compared to $19,000 during
the six months ended October 31, 2014. The Company received commissions on the sale of two Company owned properties and on one
managed property in the six months ended October 31, 2014. There were no such commissions earned during the six months ended October
31, 2015.



The
decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in the six months
ended October 31, 2014 to approximately $152,000 in the six months ended October 31, 2015, 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
$4,600 in the six months ended October 31, 2014 to approximately $7,200 in the six months ended October 31, 2015 due to the addition
of six managed properties in the current fiscal period.



There
have been fluctuations in certain expenses in the six months ended October 31, 2015, as compared to the six months ended October
31, 2014. In the six months ended October 31, 2015 cost of properties sold decreased to $0 as compared to approximately $167,000
in the six months ended October 31, 2014 due to the sale of no properties in the current period. Cost of construction services
increased from $0 in six months ended October 31, 2014 to approximately $138,000 in the six months ended October 31, 2015, as
a result of the Company’s formation of the construction company subsidiary and its services to ARG LLC.



Rental
operating costs increased approximately $1,500 for the six months ended October 31, 2015 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 six months ended October 31, 2015 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 $3,200 for the six months ended October 31, 2015 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 $5,000 for the six months ended October 31, 2015 as compared to the comparable
prior period due to decreased Company activity in the current six months.



Professional
fees increased approximately $9,000 for the six months ended October 31, 2015 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 six months ended October 31, 2015.





15







LIQUIDITY
AND CAPITAL RESOURCES



At
October 31, 2015, we had total assets of approximately $114,000 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 $67,000, accounts receivable
increased approximately $25,800 due to amounts received from ARG prior to rent due and reduced construction activity in the current
quarter, prepaid expenses decreased approximately $2,000, property and equipment decreased approximately $6,800 due to depreciation
expense.





Cash decreased from approximately $99,000 as of April 30, 2015 to
approximately $32,000 as of October 31, 2015. At October 31, 2015, we had stockholders’ deficit of approximately $1,131,000
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 $269,000 which was offset by compensation expense relating to RSUs of approximately $7,000,
an amount received from a subscriber under a stock subscription agreement of approximately $54,000, stock issued under convertible
debenture of approximately $53,000, a net write-off of the derivative liability of $2,000 and stock issued under service agreements
of approximately $54,000 in the six month period ended October 31, 2015.



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.



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 $65,000, 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 six months to one year and to dilute substantially the ownership
of our common stock by existing holders.



We
have filed a Preliminary Information Statement, and an amendment thereto with the SEC, to increase our authorized number of shares
of common stock to 5,000,000,000 shares.   Following SEC review of the amended Preliminary Information Statement, we
filed with the SEC and mailed to our stockholders a Definitive Information Statement 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 $2,235 and $2,137 as of October 31, 2015 and April 30, 2015, respectively.
The note payments are in arrears and the Company has been accepting reduced payments. Management believes the note is collectible
and as such no reserve has been recorded.



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.





16







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, has guaranteed Progreen’s obligations under the Instalment Payment Agreement.



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.



|ITEM3. | QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------ | ---------------------------------------------------------------



Not
applicable.



17







|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.



PART
II—OTHER INFORMATION



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



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



*     Filed
herewith

** 
Furnished herewith



Copies
of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.



|SEC Ref. No. |  | Title
    of Document                                   
|------------ |  | --------------------------------------------------------
|101.INS      |  | XBRL
    Instance Document                              
|101.SCH      |  | XBRL
    Taxonomy Extension Schema Document             
|101.CAL      |  | XBRL
    Taxonomy Calculation Linkbase Document         
|101.DEF      |  | XBRL
    Taxonomy Extension Definition Linkbase Document
|101.LAB      |  | XBRL
    Taxonomy Label Linkbase Document               
|101.PRE      |  | XBRL
    Taxonomy Presentation Linkbase Document        



The
XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part
of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
those sections.





18







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.



|Dated:
    April 25, 2016 | PROGREEN
    PROPERTIES, INC.
|------------------------- | -----------------------------
|                          |                              
|                          | BY:                          
|                          |                              
|                          |                              









19