UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.





FORM
10-Q




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




For the
quarterly period ended October 31, 2010




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 000-30563




PROGREEN
PROPERTIES, INC.


(Exact
name of registrant as specified in its charter)




DELAWARE
                  
                  59-3087128(State
      or other jurisdiction of incorporation or organization)
                  
                  (I.R.S.
      Employer Identification
No.)




380
      North Old Woodward Ave., Suite 300, Birmingham, MI
                        
                        48009(Address
      of Principal Executive Offices)
                        
                        (Zip
      Code)




(248)
530-0770





(Registrant’s
Telephone Number, Including Area Code)





(Former
Name, Former Address and Former Fiscal Year, if changed since last
report)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YES x NO  ̈


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  x





(Do not
check if a smaller reporting company)


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   ̈Yes        xNo




The
number of shares outstanding the issuer's common stock, par value $.0001 per
share, was 103,529,703 as of December 10, 2010.





PROGREEN
PROPERTIES, INC.




INDEX




PagePart
      I.  Financial InformationItem
      1. Financial Statements
                        
                        1Condensed
      Consolidated Balance Sheets as of October 31, 2010 (unaudited) and as of
      April 30, 2010
                        
                        2Condensed
      Consolidated Statements of Operations for the Six and Three Months Ended
      October 31, 2010 and 2009 (unaudited)
                        
                        3Condensed
      Consolidated Statements of Stockholders Equity
                        
                        4Condensed
      Consolidated Statements of Cash Flows for the Six and Three Months Ended
      October 31, 2010 and 2009 (unaudited)
                        
                        5Notes
      to Unaudited Condensed Financial Statements
                        
                        6Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations.
                        
                        12Item
      4T.Controls and Procedures.
                        
                        15Part
      II. Other Information
                        
                        15Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
                        
                        15Item
      6.  Exhibits.
                        
                        15Signatures
                        
                        16





ProGreen
Properties, Inc.
 (formerly
Diversified Product Inspections, Inc.)




PART I.
FINANCIAL INFORMATION


Item 1.
Financial Statements




Certain
information and footnote disclosures required under accounting principles
generally accepted in the United States of America have been condensed or
omitted from the following financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission. It is suggested that the
following financial statements be read in conjunction with the year-end
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended April 30, 2010.




The
results of operations for the six and three months ended October 31, 2010 and
2009 are not necessarily indicative of the results for the entire fiscal year or
for any other period.


1


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)




Condensed
Consolidated Balance Sheets (Unaudited)




October 31,
                                                        2010
                                                      
                                                      
                                                      April30,
                                                        2010ASSETSRental
      property, net accumulated depreciation of $3,217 and
$1,617
                                                      
                                                      $
                                                      93,106
                                                      
                                                      
                                                      $
                                                      98,512Properties
      under development
                                                      
                                                      
                                                      332,048
                                                      
                                                      
                                                      
                                                      104,508Cash
                                                      
                                                      
                                                      449,425
                                                      
                                                      
                                                      
                                                      216,669Commissions
      receivable
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,375Note
      receivable
                                                      
                                                      
                                                      76,416Prepaid
      expenses
                                                      
                                                      
                                                      11,394
                                                      
                                                      
                                                      
                                                      7,673Deposits
                                                      
                                                      
                                                      6,000
                                                      
                                                      
                                                      
                                                      48,350Amount
      due from related party subscriber under subscription
      receivable
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      807,310Property
      and equipment:Equipment,
      furniture and fixtures, net of accumulated depreciation of $422 and
      $48
                                                      
                                                      
                                                      5,179
                                                      
                                                      
                                                      
                                                      5,299Total
      assets
                                                      
                                                      $
                                                      973,568
                                                      
                                                      
                                                      $
                                                      1,289,696LIABILITIES
      AND STOCKHOLDERS' EQUITYAccounts
      payable and accrued expenses
                                                      
                                                      $
                                                      39,549
                                                      
                                                      
                                                      $
                                                      88,974Accrued
      interest
                                                      
                                                      
                                                      66,575
                                                      
                                                      
                                                      
                                                      32,548Deferred
      revenue
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      3,000Tenant
      deposits
                                                      
                                                      
                                                      2,850
                                                      
                                                      
                                                      
                                                      2,850Convertible
      debenture payable to related party (net of unamortizeddiscount
      of $66,732 and $86,706)
                                                      
                                                      
                                                      433,268
                                                      
                                                      
                                                      
                                                      413,294Total
      liabilities
                                                      
                                                      
                                                      542,242
                                                      
                                                      
                                                      
                                                      540,666Stockholders'
      equityPreferred
      stock, $.0001 par value, 10,000,000 shares authorized,no
      shares issued and outstanding
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Common
      stock, $.0001 par value, 250,000,000 authorized and102,522,528
      outstanding at October 31, 2010; 250,000,000 sharesauthorized
      and 24,898,677 outstanding at April 30, 2010
                                                      
                                                      
                                                      10,252
                                                      
                                                      
                                                      
                                                      2,490Common
      stock, $.0001 par value, 9,775,709 and 86,999,002subscribed
      not issued
                                                      
                                                      
                                                      978
                                                      
                                                      
                                                      
                                                      8,700Additional
      paid-in capital
                                                      
                                                      
                                                      2,882,304
                                                      
                                                      
                                                      
                                                      2,856,944Less:
      amount due from related party subscriber under
subscriptionAgreement
                                                      
                                                      
                                                      (103,958
                                                      )
                                                      
                                                      
                                                      (100,000
                                                      )Accumulated
      deficit
                                                      
                                                      
                                                      (2,358,250
                                                      )
                                                      
                                                      
                                                      (2,019,104
                                                      )Total
      stockholders' equity
                                                      
                                                      
                                                      431,326
                                                      
                                                      
                                                      
                                                      749,030Total
      liabilities and stockholders' equity
                                                      
                                                      $
                                                      973,568
                                                      
                                                      
                                                      $
                                                      1,289,696





See
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.


2


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)




Condensed
Consolidated Statements of Operations (Unaudited)




Three months ended
                                
                                
                                Six months endedOctober 31
                                
                                
                                October 312010
                                
                                
                                2009
                                
                                
                                2010
                                
                                
                                2009Revenues:Condominium
      sale
                                
                                $
                                85,000
                                
                                
                                $
                                -
                                
                                
                                $
                                85,000
                                
                                
                                $
                                -Rental
      Revenue
                                
                                
                                6,321
                                
                                
                                
                                1,110
                                
                                
                                
                                12,021
                                
                                
                                
                                1,110Commissions
      Revenue
                                
                                
                                5,255
                                
                                
                                
                                
                                
                                
                                
                                6,255Total
      Revenue
                                
                                $
                                96,576
                                
                                
                                $
                                1,110
                                
                                
                                $
                                103,276
                                
                                
                                $
                                1,110Expenses:Cost
      of condominium sale
                                
                                
                                79,133
                                
                                
                                
                                -
                                
                                
                                
                                79,133
                                
                                
                                
                                -Rental
      property operating costs
                                
                                
                                11,217
                                
                                
                                
                                2,587
                                
                                
                                
                                17,106
                                
                                
                                
                                2,639Professional
      fees
                                
                                
                                24,262
                                
                                
                                
                                44,245
                                
                                
                                
                                119,878
                                
                                
                                
                                52,840General
      & administrative
                                
                                
                                108,998
                                
                                
                                
                                3,075
                                
                                
                                
                                171,478
                                
                                
                                
                                8,192Depreciation
                                
                                
                                986
                                
                                
                                
                                412
                                
                                
                                
                                1,974
                                
                                
                                
                                430Total
      operating expenses
                                
                                $
                                224,596
                                
                                
                                $
                                50,319
                                
                                
                                $
                                389,569
                                
                                
                                $
                                64,101Operating
      Loss
                                
                                $
                                (128,020
                                )
                                
                                $
                                (49,209
                                )
                                
                                $
                                (286,293
                                )
                                
                                $
                                (62,991
                                )Other
      expenses and income:Interest
      expense
                                
                                
                                (27,000
                                )
                                
                                
                                
                                
                                
                                
                                (54,001
                                )Interest
      income
                                
                                
                                1,148
                                
                                
                                
                                -
                                
                                
                                
                                1,148Loss
      before income taxes
                                
                                $
                                (153,872
                                )
                                
                                $
                                (49,209
                                )
                                
                                $
                                (339,146
                                )
                                
                                $
                                (62,991
                                )Deferred
      income tax expense(Net
      Loss
                                
                                $
                                (153,872
                                )
                                
                                $
                                (49,209
                                )
                                
                                $
                                (339,146
                                )
                                
                                $
                                (62,991
                                )Basic
      and diluted loss per share
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )Weighted
      Average Shares Outstanding
                                
                                
                                102,470,354
                                
                                
                                
                                20,105,867
                                
                                
                                
                                84,302,689
                                
                                
                                
                                17,653,810





See
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.


3


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)




Condensed
Consolidated Statements of Stockholders' Equity


(UNAUDITED)




Number
      of
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        AmountShares
                        
                        
                        
                        
                        
                        Common
                        
                        
                        Additional
                        
                        
                        Due
      Under
                        
                        
                        
                        
                        
                        NetIssued
      and
                        
                        
                        Common
                        
                        
                        Stock
                        
                        
                        Paid
      In
                        
                        
                        Subscription
                        
                        
                        Accumulated
                        
                        
                        Stockholders'Outstanding
                        
                        
                        Stock
                        
                        
                        Subscribed
                        
                        
                        Capital
                        
                        
                        Agreement
                        
                        
                        Deficit
                        
                        
                        EquityBalance
      at April 30, 2009
                        
                        
                        13,645,990
                        
                        
                        $
                        1,365
                        
                        
                        $
                        -
                        
                        
                        $
                        1,744,459
                        
                        
                        $
                        -
                        
                        
                        $
                        (1,745,824
                        )
                        
                        $
                        -Stock
      issued under subscription agreement
                        
                        
                        10,752,687
                        
                        
                        
                        1,075
                        
                        
                        
                        -
                        
                        
                        
                        108,925
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        110,000Stock
      issued in connection with debenture agreement
                        
                        
                        500,000
                        
                        
                        
                        50
                        
                        
                        
                        -
                        
                        
                        
                        29,950
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        30,000Stock
      available under debenture conversion option
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        75,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        75,000Stock
      due under subscription agreement
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,700
                        
                        
                        
                        898,610
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        907,310Amount
      due from subscriber under subscription agreement
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (100,000
                        )
                        
                        
                        -
                        
                        
                        
                        (100,000
                        )Net  loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (273,280
                        )
                        
                        
                        (273,280
                        )Balance
      at April 30, 2010
                        
                        
                        24,898,677
                        
                        
                        $
                        2,490
                        
                        
                        $
                        8,700
                        
                        
                        $
                        2,856,944
                        
                        
                        $
                        (100,000
                        )
                        
                        $
                        (2,019,104
                        )
                        
                        $
                        749,030Stock
      issued under subscription agreement
                        
                        
                        77,223,851
                        
                        
                        $
                        7,722
                        
                        
                        $
                        (7,722
                        )
                        
                        $
                        1,442
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1,442Stock
      issued under City Vac agreement
                        
                        
                        400,000
                        
                        
                        
                        40
                        
                        
                        
                        
                        
                        
                        
                        19,960
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        20,000Amount
      due from subscriber under subscription agreement
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,958
                        
                        
                        
                        (3,958
                        )
                        
                        
                        -
                        
                        
                        
                        -Net  loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (339,146
                        )
                        
                        
                        (339,146
                        )Balance
      at October 31, 2010
                        
                        
                        102,522,528
                        
                        
                        $
                        10,252
                        
                        
                        $
                        978
                        
                        
                        $
                        2,882,304
                        
                        
                        $
                        (103,958
                        )
                        
                        $
                        (2,358,250
                        )
                        
                        $
                        431,326





See accompanying
Notes to Unaudited Condensed Consolidated Financial
Statements.




4




ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)




Condensed
Consolidated Statements of Cash Flows (Unaudited)




Six months ended
      October 312010
                    
                    
                    2009Cash
      (used in) provided by Operating activitiesNet
      loss
                    
                    $
                    (339,146
                    )
                    
                    $
                    (62,991
                    )Adjustments
      to reconcile loss to net cash provided by operating
      activities:Depreciation
      and amortization
                    
                    
                    1,974
                    
                    
                    
                    430Amortization
      of discounts on debentures to related party
                    
                    
                    19,974
                    
                    
                    
                    -Advertising
      expense
                    
                    
                    20,000Changes
      in operating assets and liabilities:Receivable
                    
                    
                    1,375
                    
                    
                    
                    -Note
      receivable
                    
                    
                    84
                    
                    
                    
                    -Prepaid
      expenses
                    
                    
                    (3,721
                    )
                    
                    
                    (1,273
                    )Deposits
                    
                    
                    42,350Accounts
      payable and accrued expenses
                    
                    
                    (18,398
                    )
                    
                    
                    19,565Net
      cash (used in) provided by operating activities
                    
                    $
                    (275,508
                    )
                    
                    $
                    (44,269
                    )Cash
      (used in) provided by Investing activitiesAcquisition
      and development of properties
                    
                    
                    (300,234
                    )
                    
                    
                    -Purchase
      of property and equipment
                    
                    
                    (254
                    )
                    
                    
                    (49,500
                    )Cash
      (used in) provided by investing activities
                    
                    $
                    (300,488
                    )
                    
                    $
                    (49,500
                    )Financing
      activitiesProceeds
      from common stock through subscription agreement
                    
                    
                    808,752
                    
                    
                    
                    110,000Net
      cash provided by (used in) financing activities
                    
                    $
                    808,752
                    
                    
                    $
                    110,000Net
      change in cash
                    
                    $
                    232,756
                    
                    
                    $
                    16,231Cash
      at beginning of period
                    
                    
                    216,669
                    
                    
                    
                    -Cash
      at end of period
                    
                    $
                    449,425
                    
                    
                    $
                    16,231Supplemental
      information:Interest
      paid
                    
                    
                    -
                    
                    
                    $
                    -Income
      taxes paid
                    
                    $
                    
                    
                    
                    $
                    -





See
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.


5


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


October
31, 2010




Note
1. Financial statement presentation




The
summary of significant accounting policies is presented to assist in the
understanding of the financial statements. The financial statements and notes
are the representations of management. These accounting policies conform to
accounting principles generally accepted in the United States of America and
have been consistently applied in the preparation of the financial
statements.




History
and nature of business




ProGreen
Properties, Inc. (formerly Diversified Products Inspections, Inc.), a Delaware
corporation, and its wholly owned subsidiaries (collectively, the “Company”) own
and manage residential real estate rental property in the Oakland County,
Michigan area.




On April
30, 2009, the Company (formerly known as Diversified Product Inspections, Inc.)
ceased previous operations and settled an outstanding lawsuit which resulted in
a change of ownership and management.  Following the settlement on
April 30, 2009, the Company had no assets, no liabilities, and had 13,645,990
shares of common stock outstanding.




On July
21, 2009, the Company formed ProGreen Properties, Inc. as a wholly-owned
subsidiary and merged ProGreen Properties, Inc. into the Company, which was the
surviving corporation in the merger.  In connection with the merger,
the Company changed its name from Diversified Product Inspections, Inc.
to ProGreen Properties, Inc.  The change of the Company’s name to
ProGreen Properties, Inc. became effective on September 11, 2009 with approval
by the Financial Industry Regulatory Authority as effective for trading purposes
in the OTC Bulletin Board market under the new symbol PGEI.




In
December 2009, ProGreen Realty LLC (“ProGreen Realty”) was formed as a wholly
owned subsidiary of the Company. ProGreen Realty is the real estate broker for
the Company and will facilitate the acquisition of real properties. All assets,
liabilities, revenues and expenses are included in the financial statements of
the Company.




In
addition to ProGreen Realty, the Company has established separate LLC’s for each
of the five properties owned. The Company is the sole member of the
LLC.




SIGNIFICANT
ACCOUNTING POLICIES




Basis
of consolidation




The
consolidated financial statements include the accounts and records of the
Company and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated.




Estimates




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




Property
and real estate costs




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


6


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


October
31, 2010




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




Lives
                            
                            MethodCondominium
                            
                            27.5
      years
                            
                            Straight
      lineFurniture
                            
                            10
      years
                            
                            Straight
      lineEquipment
                            
                            5
      years
                            
                            Straight
      line





Revenue
recognition




Real
estate properties are leased under operating leases with terms of one year or
less. Rental income from these leases is recognized on a straight-line basis
over the term of each lease.




Advertising
costs




Advertising
costs are expensed as incurred and are included in general and administrative
expenses. Total advertising expenditures for the six months ended October 31,
2010 and 2009 were approximately $55,486 and $0, respectively.




Tenant
deposits




The
Company requires tenants to pay a deposit at the beginning of each lease. This
deposit may be used for unpaid lease obligations or repair of damages based on
the Company’s determination. If the tenant has not defaulted on the lease, the
Company will return the deposit to the tenant at the end of the
lease.




Deferred
revenue




The
Company may require tenants to prepay rent. The prepaid rent is amortized over
the term of the lease using the straight-line method.




Income
taxes




The
Company accounts for income taxes using an asset and liability approach under
which deferred income taxes are recognized by applying enacted tax rates
applicable to future years to the differences between the financial statement
carrying amounts and the tax bases of reported assets and
liabilities.




Fair
Value Measurements




The
Company did not have any assets or liabilities measured at fair value on a
recurring or nonrecurring basis.




Reclassifications




Certain
amounts in previous periods have been reclassified to conform to 2010
classifications.


7


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


October
31, 2010




Note
2. Real Estate Properties




The
Company owns of eight condominiums at October 31, 2010 as follows:




Condominiums
      - rental properties
                  
                  $
                  96,323Less
      accumulated depreciation
                  
                  
                  3,217$
                  93,106Condominiums
      under development
                  
                  $
                  332,048





Note
3.  Residential Lease




The
Company entered into one year leases with tenants for two of its rental
properties beginning November 1, 2009 and April 9, 2010, at $900 and $1,000 per
month, respectively.




Note
4. Note Receivable




On August
3, 2010 , the company entered into a land contract to sell one of the properties
renovated during the quarter.




Note5.
Related Party Secured Convertible Debenture Agreement




On
November 5, 2009, the Company entered into a Secured Convertible Debenture with
Rupes Futura AB (“RF”), an investment company controlled by Henrik Sellmann, a
director of the Company, providing for a loan to the Company of $500,000. The
Company issued to RF a 13.5% Secured Convertible Debenture, due November 2014,
together with 500,000 shares of Common Stock of the Company as a Commitment Fee.
The value of the Common Stock at the time of issuance was $30,000 and is
recorded as debt discount. The Commitment Fee will be amortized over five years,
the term of the Debenture, using the effective interest method. The proceeds of
the sale of this Debenture and other Debentures in this series, the terms of
which are described below, will primarily be used for the purchase,
refurbishment and upgrade of residential real estate in Michigan.




Each
Debenture is secured by a first lien on the property to be purchased by ProGreen
Realty. Interest is payable at an annual rate of 13.5%, payable annually in
arrears in shares of Common Stock of the Company, valued at the Conversion Price
(defined below) as of the due date of the interest payment.  The
Debentures may be prepaid at any time after two years from the Closing Date,
without penalty, by the Company. Any accrued unpaid interest due at such time
will be paid in shares of Common Stock valued at the Conversion Price as of the
date of the prepayment. RF has the right to choose to convert the Debentures in
lieu of cash prepayment.




Debentures
are convertible in whole or in part into Common Stock at the option of RF at the
Conversion Price at any time following the date that is two years from the
Closing Date. If RF elects to convert any unpaid principal amount of a Debenture
it shall be entitled to receive shares of Common Stock on conversion equal in
value, at the Conversion Price, to 115% of the unpaid principal amount of the
Debenture.  The conversion price ("Conversion Price") of the
Debentures is the price equal to the average closing price (the mean average
between bid and ask price) of the Common Stock during the period of twenty (20)
consecutive Trading Days, ending on the Trading Day immediately prior to the due
date of the interest payment, the prepayment date, or the date of RF’s giving
the conversion notice, as the case may be, subject to equitable adjustment for
any stock splits, stock dividends, reclassifications or similar events during
such period. The conversion feature has intrinsic value of $75,000 that is
recorded as debt discount and amortized over two years, the required holding
period for RF, using the effective interest method. The effective interest rate
on the Debenture as a result of the debt discounts noted above was
13.5%.


8


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


October
31, 2010




Note
6.  Related Party Subscription Agreement




On July 21,
2009, the Company entered into a Subscription Agreement with EIG Venture
Capital, Ltd. (“EIG”), an investment company controlled by Jan Telander,
the Company’s Chief Executive Officer and controlling stockholder for the sale
by the Company to EIG of an aggregate of 97,751,710 shares of the Company’s
Common Stock, par value $0.0001 per share (the “Common Stock”), at a fixed price
of $0.01023 per share, in three tranches.  The Phase I tranche
consisted of 5,767,350 shares of Common Stock for a total purchase price of
$59,000, to be purchased by EIG on or before July 16, 2009.  The Phase
II tranche consists of 43,108,504 shares of Common Stock for a total
purchase price of $441,000, to be purchased by EIG on or before December 31,
2009; and the Phase III tranche consists of 48,875,855 shares of Common Stock
for a total purchase price of $500,000, to be purchased by EIG on or before July
16, 2010. The shares comprising each of the tranches in Phases I through III may
be purchased in one or more installments by the EIG; provided, that the number
of shares required to be purchased in each tranche is purchased in its entirety
by the final purchase date specified for the entire
tranche.




On
December 1, 2009, the Company entered into an Amendment to the Subscription
Agreement with EIG. The amendment provides that, in the event EIG does not
complete payment of the full Phase II or Phase III purchase price for the shares
of Common Stock required to be purchased within the time period provided in the
Agreement for the particular Phase, as an additional purchase price for the
shares to be purchased in that particular Phase, EIG shall pay a penalty
interest rate of 13.5% per annum on the unpaid balance as of the final purchase
date from that date to the date the shares are purchased.




As of
October 31, 2010 all of the Phase I and Phase II shares have been purchased and
39,100,684 shares of the Phase III tranche.




On June
1, 2010, the Company received $400,000 of the Phase III tranche and issued
39,100,684 shares to EIG. As of December 10, 2010, the remainder of Phase III
and interest has not been paid.  These amounts are reflected as amount
due from related party subscriber under subscription receivable in the
accompanying balance sheet. The remaining balance of $100,000 had not been
received prior to the issuance of the financial statements and has been included
in stockholders’ equity as amount due from subscriber under subscription
agreement.




Note
7. Corporate Lease Agreement




On March
24, 2010, the Company entered into a lease agreement for office space for a
period of sixty-six (66) months. The Company does not have a lease payment for
the first 9 months of the lease agreement, and subsequent payments are as
follows:




Yearended
                  
                  RentalApril30,
                  
                  Amount2011
                  
                  $
                  5,9202012
                  
                  
                  28,4392013
                  
                  
                  28,6922014
                  
                  
                  28,7152015
                  
                  
                  28,9692016
                  
                  
                  12,070


In
addition to the base monthly rent the Company is responsible for a pro-rata
share of operating expenses and real estate taxes as determined by the lessor. At the
beginning of the lease the Company paid a security deposit of $5,000, which is
reflected as deposits on the July 31, 2010 balance sheet.  Rent
expense is recognized on a straight line basis over the term ofthe lease.  The
excess of rent expense over required rental payments is recorded as a
liability.




During
the six months ended October 31, 2010, the Company recorded $12,073 in rental
expense as a result of the lease.


9


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


October
31, 2010




Note
8. Stock Agreement




On August
10, 2010 the Company set forth an agreement between themselves and CityVac IR
Services (“CityVac”), an investor relations company, whereas (“CityVac”) will
provide services in exchange for payment in the form of restricted shares.
400,000 restricted shares were issued on August 12, 2010 and 200,000 restricted
shares on or before November 12, 2010, February 12, 2011, and May 12, 2011. If
this contract is canceled given a 30 day notice, (“CityVac”) will retain all
payments made prior to the notification as full payment for services
rendered.




Note
9.  Income Taxes




The
Company has not recorded any income tax benefit for the six months ended October
31, 2010 and 2009.  The Company has recorded an income tax valuation
allowance equal to the benefit of its income tax carry forward because of the
uncertainty relating to the Company’s ability to utilize the NOL carry
forward.




Note
10. Earnings (loss) per Share




Basic
earnings (loss) per share assumes no dilution and is computed by dividing net
income available to common stockholders by the weighted average number of common
stock outstanding during each period.  Diluted earnings per share
reflects, in periods in which they have a dilutive effect, the effect of common
shares issuable upon the exercise of stock options or warrants, using the
treasury stock method of computing such effects and contingent shares, or
conversion of convertible debt.




Note
11.  Going Concern




The
Company’s financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As described in Note 1, on April 30, 2009, the
Company disposed of its then existing operating business.  The Company
made acquisitions of residential property and has entered into two leases with
tenants to occupy two of those properties.  Also, as more fully
discussed in Note 4, the Company issued a $500,000 Secured Debenture the
proceeds of which will primarily be used for the purchase, refurbishment
and upgrade of revenue producing residential real estate.




The
Company’s primary plan and objective going forward is to acquire additional
revenue producing property to generate rental cash flow and, over time, sell the
properties to realize capital appreciation in order to increase profits and
provide shareholdervalue.  There
is no assurance that the Company will acquire favorable business opportunities
through such transactions.  In addition, there is no assurance that
these business opportunities will generate revenues or profits, or that the
market price of the Company’s common stock will be increased
thereby.




The
Company will continue to incur costs that are necessary for it to remain an
active public company.  As with future acquisition, these ongoing
costs are expected to be funded through the subscription
agreements.




The
financial statements do not include any adjustments relating to the
recoverability of assets and the classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern.




Note
12. Commitments




The
Company has extended offers to purchase additional properties with earnest
deposits totaling $1,000, which has been recorded as deposits on the October 31,
2010 balance sheet. All offers are subject to inspection and final acceptance
from the Company.




Note
13.  Amendments to Certificate of Incorporation




On July
8, 2009, the Company filed a Certificate of Amendment to its Certificate of
Incorporation increasing the number of authorized shares of common stock from
50,000,000, par value $.01 per share to 250,000,000, par value $.0001 per
share.  The Certificate of Amendment also authorized the issuance of
10,000,000 shares of a new class of preferred stock, par value $.0001 per share,
with such rights, preferences and limitations as the Board of Directors may
designate.


10


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


October
31, 2010




Note
14. Standby Equity Agreement




·
            Effective
      August 25, 2010, the Company entered into a Standby Equity Purchase
      Agreement (the “SEP Agreement”), with LeadDog Capital LP (“LDC”), under
      which LDC agreed to provide an equity line of credit of up to $2,500,000
      to purchase the Company’s common stock.  The funding will not
      take place until an agreed upon date in the future. Upon funding, the
      Company will issue to LDC a commitment fee of 300,000 shares of its common
      stock, and has agreed to issue to an affiliate of LDC a structuring and
      due diligence fee of 100,000 shares of common stock. We amended the SEP
      Agreement so that it provides for the filing by the Company of a
      registration statement under the Securities Act of 1933, as amended, on or
      before March 1, 2011, subject to further extension by agreement of the
      parties, to register the common stock to be issued under the SEP
      Agreement.  We plan to include in such registration statement
      10,000,000 shares of our common stock for this equity line
      financing.  Upon the terms and conditions set forth in the SEP
      Agreement, during its two year term, the Company may issue and sell (or
      “put”) to LDC, and LDC shall purchase from the Company, up to that number
      of shares of common stock having an aggregate purchase price of
      $2,500,000, the maximum amount that LDC is required to purchase pursuant
      to any one put notice under the SEP Agreement being $200,000. The purchase
      price for the shares purchased by LDC shall be equal to 92% of the market
      price, which is defined in the SEP Agreement to be equal to the lowest
      daily volume weighted average price of the Company’s common stock during
      the ten consecutive trading days after the date of the related put
      notice.




Note
15. Subsequent Events




On November 17, 2010, the Company
closed on its ninth condominium.


11


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




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




The
Company had maintained its conduct of investigations and laboratory analyses
operations until the April 30, 2009 closing of a Settlement and Asset Purchase
Agreement (the “Agreement”).  On April 30, 2009, we ceased our
investigations and laboratory analyses operations and closed the Agreement
pursuant to which $230,000 was paid to a plaintiff to settle material
litigation, and our remaining assets and liabilities were transferred to a
separate entity owned by the previous executive officers of the Company The
Company is now controlled by the former plaintiffs in the now settled
litigation.




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 plan
is to purchase residential real estate, condominiums and houses where we believe
favorable investment opportunities exist based on market conditions at the time
of the investment. We are initially concentrating on the Michigan market, and on
July 28, 2009, purchased our initial property a condominium located in Oakland
County, Michigan. The Company remodels and upgrades properties with an emphasis
on using environmentally friendly materials.  As of October 31, 2010,
we have purchased nine properties, leased two, sold one and are renovating or
have completed renovation of six.




Our
primary expenses relate to our reporting obligations under the Securities
Exchange Act of 1934 (“Exchange Act”), and any costs relating to maintaining our
current condominium investment including taxes and insurance and expenses
related to the future acquisition of additional properties.




We
currently have one employee.  Our management expects to confer with
consultants, attorneys and accountants as necessary.


12


FINANCIAL
CONDITION




At
October 31, 2010, we had total assets of $973,568, compared to total assets of
$1,289,696 at April 30, 2010. The decrease in total assets was primarily due to
net operating losses.




At
October 31, 2010, we had stockholders’ equity of $431,326.




The
Company continued to seek additional properties during the quarter, purchasing
four properties and evaluating other properties.  The company incurred
significant costs in renovating properties to make available to rent and
professional fees in implementing its business plan and preparing to sell
properties in the future.  Many of these expenses relate to setting up
procedures that will reduce ongoing operations as it continues to buy and sell
properties.




Cash
decreased approximately $372,000 for the quarter ended October 31,
2010.   The Company invested approximately $296,000 in properties and
expended approximately $174000 to fund operations.




RESULTS
OF OPERATIONS




Six
Months Ended October 31, 2010 Compared to Six Months Ended October 31,
2009




During
the six months ended October 31, 2010, we incurred a net loss from continuing
operations of $339,146 compared to a loss of $62,991 for the six months ended
October 31, 2009. The increase in our loss from continuing operations for the
six months ended October 31, 2010 over the comparable period of the prior year
is primarily due to an increase in property selling and maintenance expenses of
$96,239  in the six months ended October 31, 2010, from $2,639 in the
prior period, an [increase] in general and administrative expense, including
professional fees from $ 61,032 in the six month period ended October 31, 2009
to $291,356  in the current period, offset by an increase in revenues
from $-0- in the prior period to $96,576 in the current period. All other
expenses increased due to our increasing efforts to find and renovate
houses that will contribute to our rental revenue
stream.   Professional expenses continue to be significant due to
the compliance cost associated with being a public company.




Three
Months Ended October 31, 2010 Compared to Three Months Ended October 31,
2009




During
the three months ended October 31, 2010, we incurred a net loss from continuing
operations of $153,872 compared to $49,209 for the three months ended October
31, 2009. The increase in our loss from  operations for the three
months ended October 31, 2010 over the comparable period of the prior year is
primarily due to an increase in property selling and maintenance expenses to
$90,350 in the six months ended October 31, 2010 from $2,587 in the prior
period, an [increase] in general and administrative expense, including
professional fees  from $ 47,320 in the three month period ended
October 31, 2009 to $133,260 in the current period, offset by an increase in
revenues from $-0- in the prior period to $96,576 in the current period. All
other expenses increased due to our increasing efforts to find and renovate
houses that will contribute to our rental revenue
stream.   Professional expenses continue to be significant due to
the compliance cost associated with being a public company.




The
company completed the purchase of four properties and completed the sale of one
and renovated five of the properties during the quarter.  The one
property that was sold during the quarter was sold on, land
contract.  Earnest deposits were made on numerous properties during
the quarter, one additional home closed in November 2010, which increases the
number of properties owned to nine.


13


LIQUIDITY




We have
limited working capital.  EIG Venture Capital Ltd. (“EIG”), a company
controlled by our Chief Executive Officer, Jan Telander, agreed to invest
$1,000,000 through the purchase of 97,751,710 shares of common stock for
$0.01023 per share in three tranches. The first two tranches were due in July
2009 and December 31, 2009, and the third tranche is due July 16, 2010. On
December 1, 2009, we entered into an Amendment to the Subscription Agreement
with EIG. The amendment provides that, in the event EIG did not complete
payment of the full Phase II or Phase III purchase price for the shares of
Common Stock required to be purchased within the time period provided in the
Agreement for the particular Phase, as an additional purchase price for the
shares to be purchased in that particular Phase, EIG would pay a penalty
interest rate of 13.5% per annum on the unpaid balance as of the final purchase
date from that date to the date the shares were purchased. As of April 30, 2010
EIG had purchased all the required shares in Phase I and 4,985,337 shares in
Phase II; 38,123,167 shares in Phase II were subject to penalty interest of
$12,838 as of that date. On May 11, 2010, EIG completed its purchase of the
Phase II tranche of 43,108,504 shares of Common Stock for a total purchase price
of $441,000, by the payment to the Company of $390,000 for 38,123,167 shares of
Common Stock with, pursuant to a December 1, 2009 Amendment to the Agreement,
penalty interest in the amount of $18,752, representing interest at the rate of
13.5% per annum on the unpaid balance of the Phase II subscription from December
31, 2009 (the date by which the Phase II tranche was required to be completed
under the Agreement) to May 11, 2010. On June 1, 2010, EIG purchased 39,100,684
shares of the Phase III final tranche under the Agreement for $400,000. The
Phase III tranche consists of 48,875,855 shares of Common Stock for a total
purchase price of $500,000 to be purchased by EIG on or before July 16, 2010,
leaving a balance of 9,755,171 shares to be purchased under the Agreement for a
purchase price of $100,000.




Effective
August 25, 2010, the Company entered into a Standby Equity Purchase Agreement
(the “SEP Agreement”), with LeadDog Capital LP (“LDC”), under which LDC agreed
to provide an equity line of credit of up to $2,500,000 to purchase the
Company’s common stock. The funding will not take place until an agreed upon
date in the future.  Upon funding, the Company issued to LDC in
connection with the execution of the SEP Agreement a commitment fee of 300,000
shares of its common stock, and has agreed to issue to an affiliate of LDC a
structuring and due diligence fee of 100,000 shares of common stock. We amended
the SEP Agreement so that it provides for the filing by the Company of a
registration statement under the Securities Act of 1933, as amended, on or
before March 1, 2011, subject to further extension by agreement of the parties,
to register the common stock to be issued under the SEP Agreement.  We
plan to include in such registration statement 10,000,000 shares of our common
stock for this equity line financing.




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, 2010. We consider the
following accounting policies to be the most critical going
forward:




Revenue
Recognition - Rental income is recognized on a straight-line basis over the term
of each lease.  Sale of home income is recognized when the closing on
the property occurs.




Property
and Equipment - Our property and equipment, including rental property, is
recorded at cost and depreciation is computed using the straight-line method
over the estimated useful lives of the assets. We charge repairs and maintenance
to expense as it is incurred.


14


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




ITEM 3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




Not
applicable.




ITEM 4T.
            CONTROLS
      AND PROCEDURES





a.
Disclosure controls and procedures.


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





b.
Changes in internal controls over financial reporting.


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




PART
II—OTHER INFORMATION




ITEM 2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.




Principal
                                
                                Total Offering Price/Date
                                
                                Title and Amount
                                
                                Purchaser
                                
                                Underwriter
                                
                                Underwriting DiscountsOctober
      7, 2010
                                
                                1,000,000
      shares of common stock.
                                
                                Director
      of the Company
                                
                                NA
                                
                                $0.11
      per
share/NA





The
Company believes that the above transactions are exempt from registration under
the Securities Act of 1933, as amended (“Securities Act”), pursuant to the
provisions of Regulations S, promulgated by the Securities and Exchange
Commission under the Securities Act.




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.





15




SIGNATURES




In
accordance with the requirements of the Exchange Act, the Company has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




PROGREEN
      PROPERTIES, INC.BY:
              /s/ Jan TelanderJan
      TelanderPresident
      and Chief Executive Officer




Dated:
December  14, 2010





EXHIBIT
INDEX




31
            Certification of Chief Executive
      Officer and Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, filed
  herewith.




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




16