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





(248)
530-0725





(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 o   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 24,898,677 as of March 15, 2010.





PROGREEN
PROPERTIES, INC.





INDEX





PagePart
      I.  Financial InformationItem
      1. Financial Statements
              1Condensed
      Consolidated Balance Sheets as of January 31, 2010 and as of April 30,
      2009 (unaudited)
              2Condensed
      Consolidated Statements of Operations for the Nine and Three Months Ended
      January 31, 2010 and 2009 (unaudited)
              3Condensed
      Consolidated Statements of Stockholders’ Equity for the period May 1 2009
      through January 31, 2010
              4Condensed
      Consolidated Statements of Cash Flows for the Nine and Three Months Ended
      January 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.
              10Item
      4T.Controls and Procedures.
              12Part
      II. Other InformationItem
      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 nine and three months ended January 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)





January
      31,
                              
                              
                              April
      30,2010
                              
                              
                              2009ASSETSCurrent
      assets:Cash
                              
                              $
                              465,258
                              
                              
                              $
                              -Prepaid
      expenses
                              
                              
                              1,207
                              
                              
                              
                              -Deposits
                              
                              
                              9,000
                              
                              
                              
                              -Total
      current assets
                              
                              
                              475,465
                              
                              
                              
                              -Rental
      property, net
                              
                              
                              48,658
                              
                              
                              
                              -Total
      Assets
                              
                              $
                              524,123
                              
                              
                              $
                              -LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      liabilities - Accounts payable and accrued expenses
                              
                              $
                              43,453
                              
                              
                              $
                              -Convertible
      debenture (net of unamortized discount of $94,060)
                              
                              
                              405,940
                              
                              
                              
                              -Total
      Liabilities
                              
                              
                              449,393
                              
                              
                              
                              -Stockholders'
      equityPreferred
      stock, $.0001 par value, 10,000,000 shares authorized, no shares issued
      and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $.0001 par value, 250,000,000 authorized and 24,898,677 outstanding
      at January 31, 2010 and 50,000,000 shares authorized and 13,645,990
      outstanding at April 30, 2009
                              
                              
                              2,490
                              
                              
                              
                              13,646Common
      stock, $.0001 par value, 86,999,002 subscribed not issued
                              
                              
                              8,700
                              
                              
                              
                              -Additional
      paid-in capital
                              
                              
                              2,844,106
                              
                              
                              
                              1,732,178Less:
      amount due from subscriber under subscription agreement
                              
                              
                              (894,472
                              )
                              
                              
                              -Accumulated
      deficit
                              
                              
                              (1,886,094
                              )
                              
                              
                              (1,745,824
                              )Total
      Stockholders' equity
                              
                              
                              74,730
                              
                              
                              
                              -Total
      liabilities and stockholders' equity
                              
                              $
                              524,123
                              
                              
                              $
                              -




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
                        
                        
                        THREE
      MONTHS
                        
                        
                        NINE
      MONTHS
                        
                        
                        NINE
      MONTHSENDED
                        
                        
                        ENDED
                        
                        
                        ENDED
                        
                        
                        ENDEDJanuary
      31,
                        
                        
                        January
      31,
                        
                        
                        January
      31,
                        
                        
                        January
      31,2010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009Rental
      revenues
                        
                        $
                        1,800
                        
                        
                        $
                        -
                        
                        
                        $
                        2,910
                        
                        
                        $
                        -Rental
      expenses
                        
                        
                        1,484
                        
                        
                        
                        -
                        
                        
                        
                        4,123
                        
                        
                        
                        -Income
      (loss) from rental activities
                        
                        
                        316
                        
                        
                        
                        -
                        
                        
                        
                        (1,213
                        )
                        
                        
                        -General
      and administrative:Professional
      fees
                        
                        
                        42,998
                        
                        
                        
                        -
                        
                        
                        
                        95,838
                        
                        
                        
                        -Other
      general & administrative
                        
                        
                        4,368
                        
                        
                        
                        -
                        
                        
                        
                        6,028
                        
                        
                        
                        -Depreciation
                        
                        
                        412
                        
                        
                        
                        -
                        
                        
                        
                        842
                        
                        
                        
                        -Total
      general and administrative
                        
                        
                        47,778
                        
                        
                        
                        -
                        
                        
                        
                        102,708
                        
                        
                        
                        -Other
      expense:Interest
      expense
                        
                        
                        (27,030
                        )
                        
                        
                        -
                        
                        
                        
                        (27,030
                        )
                        
                        
                        -Other
      expenses
                        
                        
                        (2,787
                        )
                        
                        
                        -
                        
                        
                        
                        (9,319
                        )Total
      other expense
                        
                        
                        (29,817
                        )
                        
                        
                        -
                        
                        
                        
                        (36,349
                        )
                        
                        
                        -Total
      operating expenses
                        
                        
                        (77,595
                        )
                        
                        
                        -
                        
                        
                        
                        (139,057
                        )
                        
                        
                        -Loss
      from continuing operations before income taxes
                        
                        
                        (77,279
                        )
                        
                        
                        -
                        
                        
                        
                        (140,270
                        )
                        
                        
                        -Net
      loss from continuing operations
                        
                        
                        (77,279
                        )
                        
                        
                        -
                        
                        
                        
                        (140,270
                        )
                        
                        
                        -Loss
      from discontinued operations (net of income tax expense of $288,018 and
      $390,043, respectively)
                        
                        
                        -
                        
                        
                        
                        (627,416
                        )
                        
                        
                        -
                        
                        
                        
                        (456,993
                        )Net
      loss
                        
                        $
                        (77,279
                        )
                        
                        $
                        (627,416
                        )
                        
                        $
                        (140,270
                        )
                        
                        $
                        (456,993
                        )Net
      loss per share - basic and diluted continuing operations
                        
                        $
                        (0.00
                        )
                        
                        $
                        -
                        
                        
                        $
                        (0.01
                        )
                        
                        $
                        -Weighted
      shares outstanding - basic continuing operations
                        
                        
                        24,871,503
                        
                        
                        
                        20,105,867
                        
                        
                        
                        20,633,113
                        
                        
                        
                        20,105,867Net
      loss per share - basic and diluted discontinued operations
                        
                        $
                        -
                        
                        
                        $
                        (0.03
                        )
                        
                        $
                        -
                        
                        
                        $
                        (0.02
                        )Weighted
      shares outstanding - basic discontinued operations
                        
                        
                        24,871,503
                        
                        
                        
                        20,105,867
                        
                        
                        
                        20,633,113
                        
                        
                        
                        20,105,867





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 May 1, 2009
                  
                  
                  13,645,990
                  
                  
                  $
                  1,365
                  
                  
                  $
                  -
                  
                  
                  $
                  1,744,459
                  
                  
                  $
                  -
                  
                  
                  $
                  (1,745,824
                  )
                  
                  $
                  (0
                  )Stock
      issued under subscription agreement
                  
                  
                  10,752,687
                  
                  
                  
                  1,075
                  
                  
                  
                  -
                  
                  
                  
                  108,925
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  110,000Stock
      issued in connection with debenture agreement
                  
                  
                  500,000
                  
                  
                  
                  50
                  
                  
                  
                  -
                  
                  
                  
                  29,950
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,000Stock
      available under debenture conversion option
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  75,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  75,000Stock
      due under subscription agreement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,700
                  
                  
                  
                  885,772
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  894,472Amount
      due from subscriber under subscription agreement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (894,472
                  )
                  
                  
                  -
                  
                  
                  
                  (894,472
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (140,270
                  )
                  
                  
                  (140,270
                  )Balance
      at January 31, 2010
                  
                  
                  24,898,677
                  
                  
                  $
                  2,490
                  
                  
                  $
                  8,700
                  
                  
                  $
                  2,844,106
                  
                  
                  $
                  (894,472
                  )
                  
                  $
                  (1,886,094
                  )
                  
                  $
                  74,730





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)





NINE
      MONTHS
                    
                    
                    NINE
      MONTHSENDED
                    
                    
                    ENDEDJanuary
      31,
                    
                    
                    January
      31,2010
                    
                    
                    2009Cash
      provided by (used in) Operating activitiesNet
      loss
                    
                    $
                    (140,270
                    )
                    
                    $
                    (456,993
                    )Adjustments
      to reconcile loss to net cash (used in) provided by operating
      activities:Depreciation
                    
                    
                    842
                    
                    
                    
                    53,336Amortization
      of discounts on debentures
                    
                    
                    10,941Deferred
      income tax expense
                    
                    
                    -
                    
                    
                    
                    390,043Changes
      in operating assets and liabilities:Receivable
                    
                    
                    -
                    
                    
                    
                    (79,760
                    )Prepaid
      expenses
                    
                    
                    (1,207
                    )
                    
                    
                    (67,843
                    )Deposits
                    
                    
                    (9,000
                    )
                    
                    
                    -Accounts
      payable & accrued expenses
                    
                    
                    43,452
                    
                    
                    
                    14,643Accrual
      for settlement of lawsuit
                    
                    
                    -
                    
                    
                    
                    250,000Deferred
      revenue
                    
                    
                    -
                    
                    
                    
                    10,000Cash
      provided by (used in) operating activities
                    
                    
                    (95,242
                    )
                    
                    
                    113,426Cash
      used in Investing activitiesPurchase
      of property
                    
                    
                    (49,500
                    )
                    
                    
                    (23,631
                    )Cash
      provided by (used in) Financing activitiesPayments
      on notes and capital lease obligation
                    
                    
                    -
                    
                    
                    
                    (36,672
                    )Proceeds
      from common stock through subscription receivable
                    
                    
                    110,000
                    
                    
                    
                    -Proceeds
      from Debenture issued
                    
                    
                    500,000
                    
                    
                    
                    -Cash
      provided by (used in) financing activities
                    
                    
                    610,000
                    
                    
                    
                    (36,672
                    )Net
      change in cash
                    
                    
                    465,258
                    
                    
                    
                    53,123Cash
      at beginning of period
                    
                    
                    -
                    
                    
                    
                    437,566Cash
      at end of period
                    
                    $
                    465,258
                    
                    
                    $
                    490,689Supplemental
      information, non-cash transactions Issuance of stock as commitment
      fee
                    
                    $
                    30,000
                    
                    
                    $
                    -





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





January
31, 2010





Note
1. Financial statement presentation




The
financial statements of ProGreen Properties, Inc. (formerly Diversified Products
Inspections, Inc.) and its wholly owned subsidiary (collectively, the “Company”)
have been prepared in accordance with generally accepted accounting principles
of the United States of America (“GAAP”) for interim financial information and
pursuant to the rules and regulations of the Securities Exchange
Commission.  Therefore, they do not include all information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements.  These financial statements
should be read in conjunction with the financial statements and notes thereto
contained in the Company's Annual Report on form 10-K for the year ended April
30, 2009 as filed with the Securities Exchange Commission.





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 and nine month periods
ended January 31, 2010 are not necessarily indicative of the results that may be
expected for the year ended April 30, 2010.





History
and nature of business


ProGreen
Properties, Inc. (formerly Diversified Products Inspections, Inc.) was
incorporated under the laws of the State of Delaware.




On April
30, 2009, ProGreen Properties, Inc. (“the Company” or “ProGreen”) 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 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 operating expenses from discontinued
operations were $2,132,142 and $1,926,341, respectively, for the nine months
ended January 31, 2009.





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, sell the properties to realize capital
appreciation in order to increase profits and provide shareholder
value.  There can be no assurances any additional acquisitions will be
consummated or, if they are, successful.





On July
21, 2009, the Company formed ProGreen Properties, Inc. as a wholly-owned
subsidiary and merged ProGreen 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.





Basis
of Presentation


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.





SIGNIFICANT
ACCOUNTING POLICIES





Estimates


The
preparation of financial statements prepared in accordance with the accounting
standards generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. Actual results could differ from those
estimates.


6


Progreen
Properties, Inc.
 (formerly
Diversified Product Inspections, Inc.)
 Notes
to Unaudited Condensed Financial Statements (Continued)
 January
31, 2010





Revenue Recognition


Rental
income is recognized on a straight-line basis over the term of each
lease.





Property


Property
is recorded at cost less accumulated depreciation. Depreciation is computed
using the straight-line method over a 27.5 year estimated useful life of the
residential property acquired during the quarter:





Lives
              
              MethodBuilding
              
              27.5
      years
              
              Straight
      line





Note
2. Rental property





Rental
property consist of:





January
      31,2010Building
                    
                    $
                    45,000Land
                    
                    
                    4,50049,500Less
      accumulated depreciation
                    
                    
                    (842
                    )$
                    48,658





Depreciation
expense for the nine months ended January 31, 2010 and 2009 was $842 and $0,
respectively.





Note
3.  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 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.  As of January 31, 2010 EIG has completed its purchase of the
first tranche of 5,767,350 shares for $59,000 and has purchased 4,985,337 shares
for $51,000 toward the second 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
January 31, 2010 EIG purchased all the required shares in Phase I and 4,985,337
shares in Phase II; 38,123,167 shares in Phase II are subject to penalty
interest of $4,472. The Company has recorded these items in Stockholders’ Equity
including the amount due of $894,472.




The
Company realized that the subscription agreement discussed in the second quarter
should have also been reflected on the Balance Sheet within the equity section.
The Company asserts that the reclassifications do not significantly affect the
quantitative or qualitative values in the financial statements. The
reclassification only affects the equity section of the Balance
Sheet.


7


Progreen
Properties, Inc.
 (formerly
Diversified Product Inspections, Inc.)
 Notes
to Unaudited Condensed Financial Statements (Continued)
 January
31, 2010





Note
4. Secured Convertible Debenture Agreement





On
November 5, 2009, the Company entered into a Secured Convertible Debenture with
a private investor (the "Investor" or "Holder"), providing for a loan to the
Company of $500,000. The Company issued to the Investor 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 the
Company's special purpose subsidiary with the proceeds of the Debenture.
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. The Holders have 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 the
Holder at the Conversion Price at any time following the date that is two years
from the Closing Date. A Holder that elects to convert any unpaid principal
amount of a Debenture 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 the Holder'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 the Holder, using the effective interest
method.





The
Company has determined that it is not practicable to estimate the fair value of
the Debenture without incurring excessive costs. This is due to the Debenture
not having a quoted market price available and the Company’s determination that
it would be cost prohibitive to obtain an independent valuation considering the
nature of the Debenture.





Accrued
interest on the debenture as of January 31, 2010 is $16,089.





Note
5.  Residential Lease





On
October 16, 2009, the Company entered into a one year lease with a tenant for
its rental property beginning November 1, 2009, at $900 per month.





Note
6.   Income Taxes





The
Company has no current liability for the nine months ended January 31, 2010. In
addition, the Company has net operating losses that are available to offset
taxes in future periods. No tax benefit has been recorded for these
carryforwards because of the uncertain nature of realization.





Note
7. 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 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.


8




Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes
to Unaudited Condensed Financial Statements (Continued)


January
31, 2010




Note
8.  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 2, on April 30, 2009, the
Company disposed of its then existing operating business.  The Company
made an acquisition of residential rental property and has entered into a lease
with a tenant.  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 in capital appreciation in order to increase profits and
provide shareholder value.  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.





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





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





Note
9. Subsequent events





On
February 8, 2010 the Company closed on a residential property purchased for
approximately $45,000.


9





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. On
February 8, 2010 we purchased our second property for approximately
$45,000.


10





RESULTS
OF OPERATIONS





During
the nine months ended January 31, 2010, we incurred a net loss of $140,270
primarily attributable to rental revenue streams not yet being established on
property purchased late in first quarter and general and administrative expenses
associated with public reporting.





As more
fully described in Note 1 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.





NINE
MONTHS ENDED JANUARY 31, 2010 COMPARED TO THE NINE MONTHS ENDED JANUARY 31,
2009





During
the nine months ended January 31, 2010, we incurred a net loss of $140,270
compared to a net loss of $456,993 for the nine months ended January 31,
2009.  We had $2,910 of revenue and $139,057 of operating expenses for
the nine months ended January 31, 2010.  Revenue and operating
expenses from discontinued operations were $2,132,142 and $1,925,341,
respectively, for the nine months ended January 31, 2009.





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 tranches. The first tranche was due in July 2009 and the remaining
tranches due December 31, 2009 and 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 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
January 31, 2010 EIG purchased all the required shares in Phase I and 4,985,337
shares in Phase II; 38,123,167 shares in Phase II are subject to penalty
interest of $4,472. We have recorded these items in Stockholders’ Equity
(Deficit) including the amount due of $894,472.




At
January 31, 2010, we had total assets of $524,123, compared to no assets at
April 30, 2009. The increase in total assets was primarily due to a $500,000
Secured Convertible Debenture bearing interest at 13.5%, the proceeds of which
will primarily be used to for the purchase, refurbishment and upgrade of
residential real estate in Michigan, with such property securing the
Debenture.





At
January 31, 2010, we had stockholders’ equity of $74,730.





Critical
Accounting Policies





The
summary of critical accounting policies below should be read in conjunction with
the Company’s accounting policies which related to our former business included
in Note 1 to the financial statements of the Company for the four months ended
April 30, 2009, included in the Company’s Transitional Report on Form 10-K for
the four months ended April 30, 2009. 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.


11


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.





There
were no 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.


12


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 causedthis
report to be signed on its behalf by the undersigned, thereunto
dulyauthorized.




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





Dated:
March 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.


13