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 July 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
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





380 North Old Woodward Ave., Suite 226, 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  x No




The
number of shares outstanding the issuer's common stock, par value $.0001 per
share, was 102,522,528 as of September 10, 2010.





PROGREEN
PROPERTIES, INC.





INDEX





PagePart
      I.  Financial InformationItem
      1. Financial Statements
                
                1Condensed
      Consolidated Balance Sheets as of July 31, 2010 and as of April 30, 2010
      (unaudited)
                
                2Condensed
      Consolidated Statements of Operations for the Three Months Ended July 31,
      2010 and 2009 (unaudited)
                
                3Condensed
      Consolidated Statements of Stockholders’ Equity for the period May 1, 2010
      through July 31, 2010
                
                4Condensed
      Consolidated Statements of Cash Flows for the  Three Months
      Ended July 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 InformationItem
      6.  Exhibits.
                
                15Signatures
                
                15





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 three months ended July 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)





July
      31,
                                        
                                        
                                        April
      30,2010
                                        
                                        
                                        2010ASSETSRental
      property, net accumulated depreciation of $2,417 and
$1,617
                                        
                                        $
                                        261,768
                                        
                                        
                                        $
                                        203,020Cash
                                        
                                        
                                        821,913
                                        
                                        
                                        
                                        216,669Commissions
      receivable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,375Prepaid
      expenses
                                        
                                        
                                        11,979
                                        
                                        
                                        
                                        7,673Deposits
                                        
                                        
                                        11,000
                                        
                                        
                                        
                                        48,350Amount
      due from related party subscriber under subscription
      receivable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        807,310Property
      and equipment:Equipment,
      furniture and fixtures
                                        
                                        
                                        5,601
                                        
                                        
                                        
                                        5,347Less
      accumulated depreciation
                                        
                                        
                                        (237
                                        )
                                        
                                        
                                        (48
                                        )Total
      assets
                                        
                                        $
                                        1,112,024
                                        
                                        
                                        $
                                        1,289,696LIABILITIES
      AND STOCKHOLDERS' EQUITYAccounts
      payable and accrued expenses
                                        
                                        $
                                        71,133
                                        
                                        
                                        $
                                        88,974Accrued
      interest
                                        
                                        
                                        49,562
                                        
                                        
                                        
                                        32,548Deferred
      revenue
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,000Tenant
      deposits
                                        
                                        
                                        2,850
                                        
                                        
                                        
                                        2,850Convertible
      debenture payable to related party (net of unamortizeddiscount
      of $78,719 and $86,706)
                                        
                                        
                                        423,281
                                        
                                        
                                        
                                        413,294Total
      liabilities
                                        
                                        
                                        546,826
                                        
                                        
                                        
                                        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 and102,122,528
      outstanding at July 31, 2010; 250,000,000 sharesauthorized
      and 24,898,677 outstanding at April 30, 2010
                                        
                                        
                                        10,212
                                        
                                        
                                        
                                        2,490Common
      stock, $.0001 par value, 9,775,709 and 86,999,002subscribed
      not issued
                                        
                                        
                                        978
                                        
                                        
                                        
                                        8,700Additional
      paid-in capital
                                        
                                        
                                        2,858,941
                                        
                                        
                                        
                                        2,856,944Less:
      amount due from related party subscriber under
subscriptionagreement
                                        
                                        
                                        (100,555
                                        )
                                        
                                        
                                        (100,000
                                        )Accumulated
      deficit
                                        
                                        
                                        (2,204,378
                                        )
                                        
                                        
                                        (2,019,104
                                        )Total
      stockholders' equity
                                        
                                        
                                        565,198
                                        
                                        
                                        
                                        749,030Total
      liabilities and stockholders' equity
                                        
                                        $
                                        1,112,024
                                        
                                        
                                        $
                                        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 ENDEDJuly
      31,2010
                                            
                                            
                                            2009Revenues:Rental
      revenue
                                            
                                            $
                                            5,700
                                            
                                            
                                            $
                                            -Commissions
      revenues
                                            
                                            
                                            1,000
                                            
                                            
                                            
                                            -Total
      revenues
                                            
                                            
                                            6,700
                                            
                                            
                                            
                                            -Expenses:Property
      operation & maintenance(exclusive
      of items below)
                                            
                                            
                                            5,889
                                            
                                            
                                            
                                            -Professional
      fees
                                            
                                            
                                            95,616
                                            
                                            
                                            
                                            -General
      & administrative
                                            
                                            
                                            56,014
                                            
                                            
                                            
                                            13,764Depreciation
                                            
                                            
                                            988
                                            
                                            
                                            
                                            18Total
      operating expenses
                                            
                                            
                                            158,507
                                            
                                            
                                            
                                            13,782Other
      expense:Interest
      expense
                                            
                                            
                                            27,001
                                            
                                            
                                            
                                            -Interest
      income
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Other
      expenses
                                            
                                            
                                            6,466
                                            
                                            
                                            
                                            -Total
      other expense
                                            
                                            
                                            33,467
                                            
                                            
                                            
                                            -Total
      operating expenses
                                            
                                            
                                            (125,040
                                            )
                                            
                                            
                                            (13,782
                                            )Loss
      from operations before income tax
                                            
                                            
                                            (185,274
                                            )
                                            
                                            
                                            (13,782
                                            )Deferred
      income tax expense
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Net
      loss
                                            
                                            
                                            (185,274
                                            )
                                            
                                            
                                            (13,782
                                            )Net
      loss per share
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Weighted
      average Shares outstanding
                                            
                                            
                                            66,135,023
                                            
                                            
                                            
                                            17,289,366





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 subscriptionagreement
                                
                                
                                10,752,687
                                
                                
                                
                                1,075
                                
                                
                                
                                -
                                
                                
                                
                                108,925
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                110,000Stock
      issued in connection withdebenture
      agreement
                                
                                
                                500,000
                                
                                
                                
                                50
                                
                                
                                
                                -
                                
                                
                                
                                29,950
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                30,000Stock
      available under debentureconversion
      option
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                75,000
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                75,000Stock
      due under subscriptionagreement
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                8,700
                                
                                
                                
                                898,610
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                907,310Amount
      due from subscriberunder
      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 subscriptionagreement
                                
                                
                                77,223,851
                                
                                
                                
                                7,722
                                
                                
                                
                                (7,722
                                )
                                
                                
                                1,442
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,442Amount
      due from subscriberunder
      subscription agreement
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                555
                                
                                
                                
                                (555
                                )
                                
                                
                                -
                                
                                
                                
                                -Net  loss
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (185,274
                                )
                                
                                
                                (185,274
                                )Balance
      at July 31, 2010
                                
                                
                                102,122,528
                                
                                
                                $
                                10,212
                                
                                
                                $
                                978
                                
                                
                                $
                                2,858,941
                                
                                
                                $
                                (100,555
                                )
                                
                                $
                                (2,204,378
                                )
                                
                                $
                                565,198





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)





THREE
      MONTHS ENDEDJuly
      31,2010
                          
                          
                          2009Cash
      (used in) provided by Operating activitiesNet
      loss
                          
                          $
                          (185,274
                          )
                          
                          $
                          (13,782
                          )Adjustments
      to reconcile loss to net cash (used in)provided
      by operating activities:Depreciation
      and amortization
                          
                          
                          1,854
                          
                          
                          
                          18Amortization
      of discounts on debentures to related party
                          
                          
                          18,294
                          
                          
                          
                          -Changes
      in operating assets and liabilities:Receivable
                          
                          
                          1,375
                          
                          
                          
                          -Note
      receivable
                          
                          
                          -
                          
                          
                          
                          -Prepaid
      expenses
                          
                          
                          (4,306
                          )
                          
                          
                          (1,873
                          )Deposits
                          
                          
                          37,350
                          
                          
                          
                          -Accounts
      payable & accrued expenses
                          
                          
                          (3,827
                          )
                          
                          
                          6,684Cash
      (used in) provided by operating activities
                          
                          
                          (134,534
                          )
                          
                          
                          (8,953
                          )Cash
      used in Investing activitiesPurchase
      of rental property
                          
                          
                          (60,365
                          )Purchase
      of property and equipment
                          
                          
                          (302
                          )
                          
                          
                          (49,500
                          )Cash
      used in investing activities
                          
                          
                          (60,667
                          )
                          
                          
                          (49,500
                          )Cash
      provided by (used in) Financing activitiesProceeds
      from issuance of common stock
                          
                          
                          -
                          
                          
                          
                          59,000Advance
      from related party
                          
                          
                          -
                          
                          
                          
                          13,000Proceeds
      from common stock through subscription receivablewith
      related parties
                          
                          
                          703,752
                          
                          
                          
                          -Proceeds
      from debenture issued to related party
                          
                          
                          96,693
                          
                          
                          
                          -Cash
      (used in) provided by financing activities
                          
                          
                          800,445
                          
                          
                          
                          72,000Net
      change in cash
                          
                          
                          605,244
                          
                          
                          
                          13,547Cash
      at beginning of period
                          
                          
                          216,669
                          
                          
                          
                          -Cash
      at end of period
                          
                          $
                          821,913
                          
                          
                          $
                          13,547Supplemental
      information, non-cash transactionsCash
      paid during the year for: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


July
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.





Fair
value measurement


Due to
the short-term nature of the Company’s financial instruments, such as
receivables, accounts payable and other assets and liabilities, the
carrying value approximates their fair values.


6


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


July 31,
2010





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.





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 three months ended July 31,
2010 and 2009 was approximately $15,400 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.





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


July 31,
2010





Note
2. Rental property





Rental
property consists of four condominiums at July 31, 2010 as follows:




Condominium
      available for occupancy
                        
                        $
                        96,323Condominiums
      under construction
                        
                        
                        167,862264,185Less
      accumulated depreciation
                        
                        
                        2,417$
                        261,768





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. 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


July 31,
2010





Note
5.  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
April 30, 2010 EIG purchased all the required shares in the Phase I tranche and
4,985,337 shares in the Phase II tranche.





On May
12, 2010, the Company received the balance of the Phase II tranche with interest
and issued 38,123,167 shares to EIG. In addition, on June 1, 2010, the Company
received $400,000 of the Phase III tranche and issued 39,100,684 shares to EIG.
As of September 14, 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
6. 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:





Year
      ended
                          
                          RentalApril
      30,
                          
                          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 of the lease.  The
excess of rent expense over required rental payments is recorded as a
liability.


9


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


July 31,
2010





During
the three months ended July 31, 2010, the Company recorded $6,036 in rental
expense as a result of the lease.





Note
7.  Income Taxes





The
Company has not recorded any income tax benefit for the three months ended July
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
8. 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
9.  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 rental 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.


10


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes to
Unaudited Condensed Consolidated Financial Statements


July 31,
2010





Note
10. Commitments





The
Company has extended offers to purchase additional rental properties with
earnest deposits totaling $6,000, which has been recorded as deposits on the
July 31, 2010 balance sheet. All offers are subject to inspection and final
acceptance from the Company.





Note
11.  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.





Note
12. Subsequent Events





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





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 on or before 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.





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 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. The Company is required to file
a registration statement under the Securities Act of 1933, as amended, within 60
days of the date the SEP Agreement is executed to register the common stock to
be issued under the SEP Agreement, and will include in such registration
statement 10,000,000 shares of its 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.





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 maintained its conduct of investigations and laboratory analyses
operations as described below until the April 30, 2009 closing of a Settlement
and Asset Purchase Agreement (the “Agreement”).  The purchase of a
condominium unit 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.





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 our
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 July 28, 2009 when we acquired a
condominium unit in suburban Detroit, Michigan.  We plan to focus our
efforts on acquiring additional residential real estate properties in Michigan
where the severe economic conditions present what we believe is an undervalued
opportunity.  We believe that once the recession ends, improved local
conditions will lead to appreciation in the real estate
market.  Pending resale, our goal is to acquire properties that can be
rented with positive cash flow.





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


Our
Business





Our plan
is to purchase income-producing residential real estate apartment homes,
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, have purchased our
initial property, a condominium located in Oakland County, Michigan. Our cost
was approximately $52,000; we paid cash rather than incur mortgage debt. On
February 8, 2010 we purchased our second property for approximately $45,000; our
third and fourth properties were purchased on March 28 and April 30, 2010, for
$49,000 and $55,000, respectively.





FINANCIAL
CONDITION





At July
31, 2010, we had total assets of $1,112,024, 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 July
31, 2010, we had stockholders’ equity of $565,198.





The
Company continued to seek additional properties during the quarter, purchasing
one property 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
increased approximately $605,000 for the quarter ended July 31,
2010.  Approximately $704,000 was received from stock subscriptions
with related parties, and approximately $97,000 was received from the issuance
of debentures to related parties. The Company invested approximately $60,000 in
rental properties and expended approximately $134,000 to fund
operations.





RESULTS
OF OPERATIONS





During
the three months ended July 31, 2010, we incurred a net loss of $185,274
compared to a net loss of $13,782 for the three months ended July 31,
2009.  We had $6,700 of revenue and $5,889 of property operating and
maintenance expenses for the three months ended July 31,
2010.   All other expenses increased due to
our  increasing efforts to find and renovate houses that will
contribute to our rental revenue stream.   Professional expenses
increased significantly due to the compliance cost associated with being a
public company.





The
company completed the purchase of one property and entered into an agreement to
sell one of the properties renovated during the quarter, the sale closed on
August 3, 2010, under a land contract.  Earnest deposits were made on
numerous properties during the quarter, three purchases closed in August and 1
in September, which increases the number of properties owned to
eight.


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 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. The Company is required to file
a registration statement under the Securities Act of 1933, as amended, within 60
days of the date the SEP Agreement is executed to register the common stock to
be issued under the SEP Agreement, and will include in such registration
statement 10,000,000 shares of its 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.





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.





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.





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.


14


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 the Company's most recently completed fiscal quarter (the fourth fiscal
quarter in the case of an annual report) 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.




During
the quarter consultants were engaged to evaluate and review procedures for
financial reporting. The consultants’ recommendations have been implemented. It
is management’s opinion that the weakness in internal control over financial
reporting has been corrected.





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.




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:
September 17, 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.


15