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, 2009





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 300, Birmingham, MI
                    
                    48009(Address
      of Principal Executive Offices)
                    
                    (Zip
      Code)





(248)
530-0725





(Registrant’s
Telephone Number, Including Area Code)





Diversified
Product Inspections, Inc.





(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 19,413,340 as of September 1, 2009.





PROGREEN
PROPERTIES, INC.





INDEX





PagePart
      I.  Financial InformationItem
      1. Financial Statements
                1Condensed
      Balance Sheets as of July 31, 2009 and as of April 30, 2009
      (unaudited)
                2Condensed
      Statements of Operations for the Three Months Ended July 31, 2009 and 2008
      (unaudited)
                3Condensed
      Statements of Cash Flows for the Three Months Ended July 31, 2009 and 2008
      (unaudited)
                4Notes
      to Unaudited Condensed Financial Statements
                5Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations.
                9Item
      4T.Controls and Procedures.
                11Part
      II. Other InformationItem
      4.  Submission of Matters to Vote of Security
      Holders.
                12Item
      6.  Exhibits.
                13Signatures
                13







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-KT for the year ended April 30,
2009.





The
results of operations for the three months ended July 31, 2009 and 2008 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
Balance Sheets (Unaudited)





July
      31
                            
                            
                            April
      302009
                            
                            
                            2009AssetsCurrent
      assets:Cash
                            
                            $
                            13,547
                            
                            
                            $
                            –Prepaid
      expenses and other assets
                            
                            
                            1,873
                            
                            
                            
                            –Total
      current assets
                            
                            
                            15,420
                            
                            
                            
                            –Property
      and equipment:
                            
                            
                            
                            
                            
                            
                            –Land
                            
                            
                            4,500Building
      and building improvements
                            
                            
                            45,000
                            
                            
                            
                            –49,500
                            
                            
                            
                            –Less
      accumulated depreciation and amortization
                            
                            
                            18
                            
                            
                            
                            –Net
      property and equipment
                            
                            
                            49,482
                            
                            
                            
                            –Total
      assets
                            
                            $
                            64,902
                            
                            
                            $
                            –Liabilities
      and stockholders’ equityCurrent
      liabilitiesAccounts
      payable and accrued expenses
                            
                            $
                            6,684
                            
                            
                            $
                            –Advance
      from related party
                            
                            
                            13,000
                            
                            
                            
                            –Total
      current liabilities
                            
                            
                            19,684
                            
                            
                            
                            –Stockholders’
      equity:Common
      stock, $0.0001 par value, 250,000,000 shares and 50,000,000 shares
      authorized, respectively; 19,413,340 shares and 13,645,990 shares
      outstanding, respectively
                            
                            
                            1,941
                            
                            
                            
                            1,365Preferred
      Stock, $0.0001 par value, 10,000,000 shares authorized as of July 31,
      2009; none issued
                            
                            
                            –
                            
                            
                            
                            –Additional
      paid-in capital
                            
                            
                            1,802,883
                            
                            
                            
                            1,744,459Accumulated
      deficit
                            
                            
                            (1,759,606
                            )
                            
                            
                            (1,745,824
                            )Stockholders’
      equity
                            
                            
                            45,218
                            
                            
                            
                            –Total
      liabilities and stockholders’ equity
                            
                            $
                            64,902
                            
                            
                            $
                            –




See
accompanying Notes to Unaudited Condensed Financial Statements.


2


Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)





Condensed
Statements of Operations (Unaudited)





Three
      months endedJuly
      312009
                    
                    
                    2008Revenues
                    
                    $
                    –
                    
                    
                    $
                    –Operating
      expenses:General
      and administrative
                    
                    
                    13,764
                    
                    
                    
                    –Depreciation
      and amortization
                    
                    
                    18
                    
                    
                    
                    –Total
      operating expenses
                    
                    
                    13,782
                    
                    
                    
                    –Loss
      from continuing operations before income taxes
                    
                    
                    (13,782
                    )
                    
                    
                    –Deferred
      income tax expense
                    
                    
                    –
                    
                    
                    
                    –Loss
      from continuing operations
                    
                    
                    (13,782
                    )
                    
                    
                    –Income
      from discontinued operations (net of income tax expense of
      $37,587)
                    
                    
                    –
                    
                    
                    
                    59,224Net
      (loss) income
                    
                    $
                    (13,782
                    )
                    
                    $
                    59,224(Loss)
      earnings per common share:Basic
      and diluted from continuing operations
                    
                    $
                    (0.00
                    )
                    
                    $
                    0.00Basic
      and diluted from net income
                    
                    $
                    (0.00
                    )
                    
                    $
                    0.00





See
accompanying Notes to Unaudited Condensed Financial Statements.


3


Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)





Condensed
Statements of Cash Flows (Unaudited)





Three
      months ended
                          July
      312009
                        
                        
                        2008Operating
      activitiesNet
      (loss) income
                        
                        $
                        (13,782
                        )
                        
                        $
                        59,224Adjustments
      to reconcile loss to net cash provided by operating
      activities:Depreciation
      and amortization
                        
                        
                        18
                        
                        
                        
                        19,593Deferred
      income tax benefit
                        
                        
                        –
                        
                        
                        
                        37,587Changes
      in operating assets and liabilities:Accounts
      receivable
                        
                        
                        –
                        
                        
                        
                        (58,012
                        )Prepaid
      expenses and other assets
                        
                        
                        (1,873
                        )
                        
                        
                        12,881Accounts
      payable and accrued expenses
                        
                        
                        6,684
                        
                        
                        
                        (13,057
                        )Accrued
      salaries
                        
                        
                        –
                        
                        
                        
                        4,870Deferred
      revenues
                        
                        
                        –
                        
                        
                        
                        6,000Net
      cash (used in) provided by operating activities
                        
                        
                        (8,953
                        )
                        
                        
                        69,086Investing
      activitiesPurchase
      of property and equipment
                        
                        
                        (49,500
                        )
                        
                        
                        (1,305
                        )Financing
      activitiesProceeds
      from issuance of common stock
                        
                        
                        59,000
                        
                        
                        
                        –Advance
      from related party
                        
                        
                        13,000
                        
                        
                        
                        –Principal
      payments on notes payable and capital lease obligation
                        
                        
                        –
                        
                        
                        
                        (12,671
                        )Net
      cash provided by (used in) financing activities
                        
                        
                        72,000
                        
                        
                        
                        (12,671
                        )Net
      change in cash
                        
                        
                        13,547
                        
                        
                        
                        55,110Cash
      at beginning of period
                        
                        
                        –
                        
                        
                        
                        437,566Cash
      at end of period
                        
                        $
                        13,547
                        
                        
                        $
                        492,676





See
accompanying Notes to Unaudited Condensed Financial Statements.


4


Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)





Notes
to Unaudited Condensed Financial Statements





July
31, 2009





1.  Basis
of Presentation





The
accompanying unaudited condensed financial statements of Progreen Properties,
Inc. (formerly Diversified Products Inspections, Inc. – see Note 2) (the “Company”)
have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and
pursuant to the rules and regulations of the Securities and Exchange
Commission.   Accordingly, they do not include all of the
information and notes required by GAAP for complete financial
statements.  In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.  Operating results for the three month period ended
July 31, 2009 are not necessarily indicative of the results that may be expected
for the year ended April 30, 2010.





The
balance sheet at April 30, 2009 has been derived from the audited financial
statements at that date but does not include all of the information and notes
required by GAAP for complete financial statements.





For
further information, refer to the financial statements and notes thereto
included in the Company’s annual report on Form 10-KT for the four months ended
April 30, 2009.





We have
evaluated subsequent events that have occurred since the end of the first
quarter through September 14, 2009.





2.  Description
of Business and Name Change





On April
30, 2009, the Company ceased operations and closed on a settlement agreement and
an asset purchase agreement.  Following the closing on April 30, 2009,
the Company had no assets and no liabilities and had 13,645,990 shares of common
stock outstanding in contrast to 20,105,867 outstanding as of March 31,
2009.  Operations prior to closing are presented as discontinued
operations.  Revenue and pre tax profit from discontinued operations
were $655,913 and $96,811, respectively, for the three months ended July 31,
2008.





The
Company has made an acquisition of a residential real estate rental
property.  The Company expects to acquire additional properties to
generate rental cash flow and, over time, result in capital appreciation in
order to provide shareholdervalue.  There
can be no assurances any additional acquisitions will be consummated or, if they
are, successful.


5


Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes
to Unaudited Condensed Financial Statements (Continued)


July
31, 2009





2.  Description
of Business and Name Change (continued)




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.





3.  Certificate
of Incorporation Amendments





On July
8, 2009, amendments, as more fully described below, to our Certificate of
Incorporation became effective with the acceptance of our filings by the
Secretary of State of the State of Delaware.





Increase in Authorized
Common Stock





The
amendment to the Company’s Certificate of Incorporation provided for an increase
of the number of shares of Common Stock that the Company is authorized to issue
from 50,000,000, par value $0.01 per share, to 250,000,000 par value
$0.0001. Par value and additional paid-in-capital have been reclassified in
the balance sheets presented, accordingly.





Authorization of New Class
of 10,000,000 shares of Preferred Stock





The
amendment to the Company’s Certificate of Incorporation authorized a new class
of 10,000,000 shares of preferred stock, par value $0.0001 per share, and
authorizes the Board of Directors to issue one or more series of the preferred
stock with such designations, rights, preferences, limitations and/or
restrictions as it should determine by vote of a majority of such
directors.





4.  Subscription
Agreement and Related Party Transactions




In
connection with the increase in authorized Common Stock (Note 3), on July 22, 2009,
we entered into a Subscription Agreement with EIG Venture Capital, Ltd. (“EIG”),
an investment company controlled by Jan Telander, our 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 the
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 the 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 the EIG on or before July 16, 2010. The shares compromising 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.  EIG has completed its purchase
of the first tranche of 5,767,350 shares for $59,000.





During
July 2009, EIG has advanced the Company $13,000 which is classified as advance
from related party on the balance sheet. Subsequent to July 31, 2009, EIG
advanced the Company an additional $13,000.


6





Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes
to Unaudited Condensed Financial Statements (Continued)


July
31, 2009





5.  Going
Concern





The
accompanying 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 2, on April 30, 2009, the
Company disposed of its then existing operating business.  On July 28,
2009, the Company made an acquisition of residential rental
property.  The Company will continue to incur costs
that are necessary for it to remain an active public company.  As with
the acquisition, these ongoing costs are expected to be funded by a related
party through


the
subscription agreement.





The
Company’s primary plan and objective going forward is to acquire additional
revenue producing property to generate rental cash flow and, over time, result
in capital appreciation in order to 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
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.





6.   Income
Taxes





The
Company has not recorded any income tax benefit for the three months ended July
31, 2009. The Company has recorded an income tax valuation allowance equal to
the benefit of income tax carryforward because of the uncertain nature of
realization.





7.   Loss
per Share





Basic
(loss) earnings per share assumes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common stock
outstanding during each period.  Diluted loss 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.





The
following table sets forth the computation of basic and diluted (loss) earnings
per share for the periods indicated:


Three months endedJuly 312009
                  
                  
                  2008Basic
      and diluted:Loss
      from continuing operations
                  
                  $
                  (13,782
                  )
                  
                  $
                  –Average
      shares outstanding
                  
                  
                  15,087,828
                  
                  
                  
                  20,105,867Basic
      and diluted (loss) earnings per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.00Net
      (loss) earnings
                  
                  $
                  (13,782
                  )
                  
                  $
                  59,224Average
      shares outstanding
                  
                  
                  15,087,828
                  
                  
                  
                  20,105,867Basic
      and diluted (loss) earnings per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.00


7





Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes
to Unaudited Condensed Financial Statements (Continued)


July
31, 2009





8.   New
Accounting Pronouncements





In April
2009, the FASB released FSP FAS 107-1 and APB 28-1, “Interim Disclosures about
Fair Value of Financial Instruments” (“FSP FAS 107-1”). FSP FAS 107-1 extends
the disclosure requirements of FASB Statement No. 107, "Disclosures about
Fair Value of Financial Instruments", to interim financial statements of
publicly traded companies as defined in APB Opinion No. 28, "Interim
Financial Reporting".  FSP FAS 107-1 is effective for interim
reporting periods ending after June 15, 2009.  The Company adopted FSP
FAS 107-1 and APB 28-1 in the first quarter of fiscal 2010, the impact of which
did not have a material effect on the Company’s condensed financial
statements.




In
May 2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS
165”). SFAS 165 establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial
statements are issued and requires entities to disclose the date through which
they have evaluated subsequent events.  The Company adopted SFAS 165
in the first quarter of fiscal 2010.  See Notes 2 and 4 for the
disclosures required by this standard.





In
June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles" (“SFAS 168”). SFAS 168 will become the single source of
authoritative nongovernmental U.S. generally accepted accounting principles
(“GAAP”), superseding existing FASB, American Institute of Certified Public
Accountants, Emerging Issues Task Force, and related accounting literature. SFAS
168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting
topics and displays them using a consistent structure.  Also included
is relevant Securities and Exchange Commission guidance organized using the same
topical structure in separate sections. SFAS 168 will be effective for financial
statements issued for reporting periods that end after September 15,
2009.  The Company is in the process of evaluating the impact, if any,
SFAS No. 168 will have on its condensed financial statements.




9.   Subsequent
Event








8





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 no employees.  Our management expects to confer with
consultants, attorneys and accountants as necessary.




Our
Planned 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.


9





RESULTS
OF OPERATIONS





During
the three months ended July 31, 2009, we incurred a net loss of $13,782
primarily attributable to rental revenue streams not yet being established on
property purchased late in quarter and general and administrative expenses
associated with public reporting.





As more
fully described in Note 2 of our financial statements above, on April 30, 2009,
the Company ceased operations and closed on the Settlement Agreement and Asset
Purchase Agreement.  Following the closing on April 30, 2009, the
Company had no assets and no liabilities.  Operations prior to closing
are presented as discontinued operations.





THREE
MONTHS ENDED JULY 31, 2009 COMPARED TO THE THREE MONTHS ENDED JULY 31,
2008





During
the three months ended July 31, 2009, we incurred a net loss of approximately
$13,782 compared to a net income of approximately $59,224 for the three months
ended July 31, 2008.  We had no revenue and $13,782 of operating
expenses for the three months ended July 31, 2009.  Revenue and pre
tax profit from discontinued operations were $655,913 and $96,811, respectively,
for the three months ended July 31, 2008.





LIQUIDITY





We have
limited working capital.  EIG Venture Capital Ltd., a company
controlled by our Chief Executive Officer, has agreed to invest $1,000,000
through the purchase of 97,751,710 shares of common stock for $0.01023 per share
in three equal installments with the first installment paid in July 2009 and the
remaining installments due December 31, 2009 and July 16, 2010.





At July
31, 2009, we had negative working capital of $4,264, and a stockholders’ equity
of $45,218.





At July
31, 2009, we had total assets of $64,902, compared to no assets at April 30,
2009. The increase in total assets was primarily due to issuance of common stock
under our subscription agreement totaling $59,000 and related party advances
totaling $13,000, offset by purchases of real estate totaling
$49,500.





Critical
Accounting Estimates





Our
significant accounting policies during the periods presented are discussed in
Note 1 to the financial statements.  These relate to our former
business and may not be applicable in the future.  We consider the
following accounting policies to have been the most critical:





Revenue
Recognition - We recognized inspection report revenue when the earnings process
was complete, which was typically after an investigation had been completed and
the final written report had been reviewed and approved by management and
submitted to the customer. Once the final report had been approved by
management and submitted to the customer, the we had no further obligation to
the customer in regards to this matter. Storage fee revenue was recognized
on a pro-rata basis as earned.





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





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





ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not
applicable.


10




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 not
effective in ensuring that information required to be disclosed by the Company
in the reports that it files or submits under the Securities Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's
rules and forms.





b.
Changes in internal controls over financial reporting.





There
have been significant changes in the Company's internal controls over financial
reporting that
occurred during the Company's last fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.





There has
been a complete turnover in management and we have engaged various third party
professionals to assist with the financial statement preparation. Based on these
facts, we believe that our internal controls over financial reporting are now
effective





11




PART
II—OTHER INFORMATION


ITEM
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
 
 On May
21, 2009, our board of directors approved an amendment to our Certificate of
Incorporation increase our
authorized Common Stock from 50,000,000 shares to 250,000,000 shares, to
authorize a new class of 10,000,000 shares of Preferred Stock and to
authorize the Board of Directors to issue one or more series of the preferred
stock with such designations, rights, preferences, limitations and/or
restrictions as it should determine by vote of a majority of such directors.
Stockholder approval for these amendments to our Certificate of Incorporation
was obtained by written consent on May 21, 2009, from stockholders holding a
majority of the issued and outstanding shares.
  Abstentions/Proposal
                      
                      Shares
      in Favor
                      
                      
                      Shares
      Against
                      
                      
                      Broker
      NonvotesIncrease
      in authorized common stock to 250,000,000 shares
                      
                      
                      8,218,447
                      
                      
                      
                      —
                      
                      
                      
                      —Authorization
      of new class of preferred stock
                      
                      
                      8,218,447
                      
                      
                      
                      —
                      
                      
                      
                      —




12




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  14, 2009





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.


13