UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
D.C.







FORM
10-Q





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


For the
quarterly period ended October 31, 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)








(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).  oYes        xNo




The
number of shares outstanding the issuer's common stock, par value $.0001 per
share, was 24,398,677 as of December 10, 2009.








PROGREEN
PROPERTIES, INC.





INDEX





PagePart
      I.  Financial InformationItem
      1. Financial Statements
                  1Condensed
      Consolidated Balance Sheets as of October 31, 2009 and as of April 30,
      2009 (unaudited)
                  2Condensed
      Consolidated Statements of Operations for the Six and Three Months Ended
      October 31, 2009 and 2008 (unaudited)
                  3Condensed
      Consolidated Statements of Cash Flows for the Six and Three Months Ended
      October 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
      6.  Exhibits.
                  12Signatures
                  12








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 six and three months ended October 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
Consolidated Balance Sheets (Unaudited)





October 31
                        
                        
                        April 302009
                        
                        
                        2009AssetsCurrent
      assets:Cash
                        
                        $
                        16,231
                        
                        
                        $
                        –Prepaid
      expenses and other assets
                        
                        
                        1,273
                        
                        
                        
                        –Total
      current assets
                        
                        
                        17,504
                        
                        
                        
                        –Rental
      property:
                        
                        
                        
                        
                        
                        
                        –Land
                        
                        
                        4,500Building
      and building improvements
                        
                        
                        45,000
                        
                        
                        
                        –49,500
                        
                        
                        
                        –Less
      accumulated depreciation and amortization
                        
                        
                        430
                        
                        
                        
                        –Net
      rental property
                        
                        
                        49,070
                        
                        
                        
                        –Total
      assets
                        
                        $
                        66,574
                        
                        
                        $
                        –Liabilities
      and stockholders’ equityCurrent
      liabilitiesAccounts
      payable and accrued expenses
                        
                        $
                        19,565
                        
                        
                        $
                        –Total
      current liabilities
                        
                        
                        19,565
                        
                        
                        
                        –Stockholders’
      equity:Common
      stock, $0.0001 par value, 250,000,000 shares authorized and 24,398,677
      shares outstanding at October 31, 2009, and 50,000,000 shares authorized
      and 13,645,990 shares outstanding at April 30, 2009
                        
                        
                        2,440
                        
                        
                        
                        13,646Preferred
      Stock, $0.001 par value, 10,000,000 shares authorized as of October 31,
      2009; none issued
                        
                        
                        –
                        
                        
                        
                        –Additional
      paid-in capital
                        
                        
                        1,853,384
                        
                        
                        
                        1,732,178Accumulated
      deficit
                        
                        
                        (1,808,815
                        )
                        
                        
                        (1,745,824
                        )Stockholders’
      equity
                        
                        
                        47,009
                        
                        
                        
                        –Total
      liabilities and stockholders’ equity
                        
                        $
                        66,574
                        
                        
                        $
                        –




See
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.


2


ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)





Condensed
Consolidated Statements of Operations (Unaudited)





Three months ended
                  
                  
                  Six months endedOctober 31
                  
                  
                  October 312009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Rental
      revenues
                  
                  $
                  1,110
                  
                  
                  $
                  –
                  
                  
                  $
                  1,110
                  
                  
                  $
                  –Cost
      of rental revenuesRental
      property operating costs
                  
                  
                  2,587
                  
                  
                  
                  –
                  
                  
                  
                  2,639
                  
                  
                  
                  –Depreciation
                  
                  
                  412
                  
                  
                  
                  –
                  
                  
                  
                  430
                  
                  
                  
                  –Total
      cost of rental revenues
                  
                  
                  2,999
                  
                  
                  
                  
                  
                  
                  
                  3,069Loss
      from rental activities
                  
                  
                  (1,889
                  )
                  
                  
                  –
                  
                  
                  
                  (1,959
                  )
                  
                  
                  –General
      and administrative expenses
                  
                  
                  47,320
                  
                  
                  
                  –
                  
                  
                  
                  61,032
                  
                  
                  
                  –Loss
      from continuing operations before income taxes
                  
                  
                  (49,209
                  )
                  
                  
                  –
                  
                  
                  
                  (62,991
                  )
                  
                  
                  –Deferred
      income tax expense
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  –Loss
      from continuing operations
                  
                  
                  (49,209
                  )
                  
                  
                  –
                  
                  
                  
                  (62,991
                  )
                  
                  
                  –Income
      from discontinued operations (net of income tax expense
      of  $64,438 and $102,025, respectively)
                  
                  
                  –
                  
                  
                  
                  111,199
                  
                  
                  
                  –
                  
                  
                  
                  170,423Net
      (loss) income
                  
                  $
                  (49,209
                  )
                  
                  $
                  111,199
                  
                  
                  $
                  (62,991
                  )
                  
                  $
                  170,423(Loss)
      earnings per common share:Basic
      and diluted from continuing operations
                  
                  $
                  (0.00
                  )
                  
                  $
                  –
                  
                  
                  $
                  (0.00
                  )
                  
                  $
                  –Basic
      and diluted from net income
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.01
                  
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.01





See
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.


3





ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)





Condensed
Consolidated Statements of Cash Flows (Unaudited)





Six months ended
                      October 312009
                    
                    
                    2008Operating
      activitiesNet
      (loss) income
                    
                    $
                    (62,991
                    )
                    
                    $
                    170,423Adjustments
      to reconcile loss to net cash provided by operating
      activities:Depreciation
      and amortization
                    
                    
                    430
                    
                    
                    
                    37,138Deferred
      income tax expense
                    
                    
                    –
                    
                    
                    
                    102,025Changes
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    –
                    
                    
                    
                    (152,886
                    )Prepaid
      expenses and other assets
                    
                    
                    (1,273
                    )
                    
                    
                    1,654Accounts
      payable and accrued expenses
                    
                    
                    19,565
                    
                    
                    
                    19,644Accrued
      salaries
                    
                    
                    –
                    
                    
                    
                    6,744Deferred
      revenues
                    
                    
                    –
                    
                    
                    
                    11,000Net
      cash (used in) provided by operating activities
                    
                    
                    (44,269
                    )
                    
                    
                    195,742Investing
      activitiesPurchase
      of property and equipment
                    
                    
                    (49,500
                    )
                    
                    
                    (1,305
                    )Financing
      activitiesProceeds
      from issuance of common stock
                    
                    
                    110,000
                    
                    
                    
                    –Principal
      payments on notes payable and capital lease obligation
                    
                    
                    –
                    
                    
                    
                    (25,134
                    )Net
      cash provided by (used in) financing activities
                    
                    
                    110,000
                    
                    
                    
                    (25,134
                    )Net
      change in cash
                    
                    
                    16,231
                    
                    
                    
                    169,303Cash
      at beginning of period
                    
                    
                    –
                    
                    
                    
                    437,566Cash
      at end of period
                    
                    $
                    16,231
                    
                    
                    $
                    606,869





See
accompanying Notes to Unaudited Condensed Consolidated Financial
Statements.


4





ProGreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)





Notes
to Unaudited Condensed Consolidated Financial Statements





October
31, 2009





1.  Basis
of Presentation





The
accompanying unaudited condensed consolidated financial statements of ProGreen
Properties, Inc. (formerly Diversified Products Inspections, Inc. – see Note 2)and its wholly
owned subsidiary (collectively, 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 and six month periods
ended October 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 the financial
statements for subsequent events through the filing date of this Form
10-Q.





2.  Description
of Business and Name Change





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 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 $1,454,214 and $272,448, respectively, for the six months ended October 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.





On July
21, 2009, the Company formed ProGreen Properties, Inc. (ProGreen) 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.


5


Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes
to Unaudited Condensed Financial Statements (Continued)


October
31, 2009





3.  Subscription
Agreements




Related Party Subscription
Agreement


On July
22, 2009, the Company 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 and
during the second quarter, 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 interest at the
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.





Subscription Agreement for
Secured Convertible Debentures


On
November 5, 2009, the Company entered into a Subscription Agreement with a
private investor (the "Investor" or "Holder"), providing for a loan to the
Company of $500,000. On November 5, 2009, we issued to the Investor a 13.5%
Secured Convertible Debenture, due November 2015, together with 500,000 shares
of Common Stock of the Company as a Commitment Fee. 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.


6


Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes
to Unaudited Condensed Financial Statements (Continued)


October
31, 2009





3.  Subscription
Agreements (continued)





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.





4.  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.





5.   Income
Taxes





The
Company has not recorded any income tax benefit for the six months ended October
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.





6.   (Loss)
Earnings 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 ended
                    
                    
                    Six months endedOctober 31
                    
                    
                    October 312009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Basic
      and diluted:Loss
      from continuing operations
                    
                    $
                    (49,209
                    )
                    
                    $
                    –
                    
                    
                    $
                    (62,991
                    )
                    
                    $
                    –Average
      shares outstanding
                    
                    
                    20,659,674
                    
                    
                    
                    20,105,867
                    
                    
                    
                    17,653,810
                    
                    
                    
                    20,105,867Basic
      and diluted loss per share
                    
                    $
                    (0.00
                    )
                    
                    $
                    –
                    
                    
                    $
                    (0.00
                    )
                    
                    $
                    –Net
      (loss) earnings
                    
                    $
                    (49,209
                    )
                    
                    $
                    111,199
                    
                    
                    $
                    (62,991
                    )
                    
                    $
                    170,423Average
      shares outstanding
                    
                    
                    20,659,674
                    
                    
                    
                    20,105,867
                    
                    
                    
                    17,653,810
                    
                    
                    
                    20,105,867Basic
      and diluted (loss) earnings per share
                    
                    $
                    (0.00
                    )
                    
                    $
                    0.01
                    
                    
                    $
                    (0.00
                    )
                    
                    $
                    0.01


7


Progreen
Properties, Inc.


(formerly
Diversified Product Inspections, Inc.)


Notes
to Unaudited Condensed Financial Statements (Continued)


October
31, 2009





7.  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.  The Company
made an acquisition of residential rental property and has entered into a lease
with a tenant.  Also,
as more fully discussed above, we 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, 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
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.


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 six months ended October 31, 2009, we incurred a net loss of $62,911
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 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.





SIX
MONTHS ENDED OCTOBER 31, 2009 COMPARED TO THE SIX MONTHS ENDED OCTOBER 31,
2008





During
the six months ended October 31, 2009, we incurred a net loss of $62,991
compared to a net income of $170,423 for the six months ended October 31,
2008.  We had $1,110 of revenue and $64,101 of operating expenses for
the six months ended October 31, 2009.  Revenue and pre tax profit
from discontinued operations were $1,454,214 and $272,448, respectively, for the
six months ended October 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 tranches with the first tranche paid in July 2009 and the remaining
tranches due December 31, 2009 and July 16, 2010.





At
October 31, 2009, we had negative working capital of $2,061, and a stockholders’
equity of $47,009.





At
October 31, 2009, we had total assets of $66,574, 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 $110,000, offset by purchases of
real estate totaling $49,500.





As more
fully discussed in Note 3 of our financial statements, in November 2009, we
issued 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.





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.


10





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.


11





PART
II—OTHER INFORMATION





ITEM
6.  EXHIBITS.





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





SIGNATURES





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





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





Dated:
December 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.




12