SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Amendment
No. 1to


FORM
10-K





x ANNUAL
REPORT PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
fiscal year ended: April 30, 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 No. 000-25429





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 Avenue, Suite 226, Birmingham MI
                48009(Address
      of principal executive offices)
                
                (Zip
      Code)





Issuer's
Telephone Number, Including Area Code:  (248) 530-0770





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, $.0001 par
value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes   ̈ 
 No x





Indicate
by checkmark if the registrant is not required to file reports to Section 13 or
15(d)Of the Act.         ̈
Yes  x
No





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. x 
Yes     ̈ 
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x





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).  ̈ 
Yesx 
No





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates  as of the last business day of the registrant’s most
recently completed second fiscal quarter was $297,965.





Number of
shares of Common Stock outstanding as of July 26, 2010: 102,122,528
shares.





Documents
incorporated by reference:  None











TABLE OF
CONTENTS





PART
      I
                3Item
      1. Business
                3Item
      1A. Risk Factors
                5Item
      1B. Unresolved Staff Comments
                8Item
      2. Properties
                8Item
      3. Legal Proceedings
                8Item
      4. Reserved
                8PART
      II
                9Item
      5. Market for Registrant's Common Equity, Related Shareholder Matters and
      Issuer Purchases of Equity Securities
                9Item
      6. Selected Financial Data
                9Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                10Item
      7A. Quantitative and Qualitative Disclosures About Market
    Risk
                11Item
      8. Financial Statements and Supplementary Data
                12Item
      9. Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
                26Item
      9A (T). Controls and Procedures
                26Item
      9B. Other Information
                27PART
      III
                28Item
      10. Directors, Executive Officers, and Corporate
Governance
                28Item
      11. Executive Compensation
                30Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
                31Item
      13. Certain Relationships and Related Transactions, and Director
      Independence
                32Item
      14.  Principal Accountant Fees and Services
                32Item
      15. Exhibits and Financial Statement Schedules
                34SIGNATURES
                35





ii




EXPLANATORY
NOTE
  WE
ARE FILING THIS AMENDMENT NO. 1 TO OUR FORM 10-K FOR THE YEAR ENDED APRIL 30,
2010 (THE “2010 FORM 10-K”) TO CLARIFY THE DISCLOSURES IN “ITEM 9A (T).
CONTROLS AND PROCEDURES”. IN ORDER TO PRESERVE THE NATURE AND CHARACTER OF THE
DISCLOSURES SET FORTH IN THE 2010 FORM 10-K AS OF JULY 29, 2010, THE DATE ON
WHICH THE 2010 10-K WAS FILED, NO ATTEMPT EXCEPT AS DESCRIBED ABOVE HAS
BEEN MADE IN THIS AMENDMENT NO. 1 TO MODIFY OR UPDATE
DISCLOSURES.





FORWARD
LOOKING STATEMENTS





This
Report contains forward-looking statements within the meaning of the Private
Securities Reform Act of 1995 including  the adequacy of our working
capital and our acquisition plans.  In addition to these statements, trend
analyses and other information including words such as “seek,” “anticipate,”
“believe,” “plan,” “estimate,” “expect,” “intend” and other similar expressions
are forward looking statements. These statements are based on our beliefs as
well as assumptions we made using information currently available to us. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Because these statements reflect our current views concerning future events,
these statements involve risks, uncertainties, and assumptions. Actual future
results may differ significantly from the results discussed in the
forward-looking statements.  We anticipate that some or all of the results
may not occur because of factors which we discuss in the “Risk Factors” section.





PART
I




Item
1. Business.





General





Throughout
this Form 10-K, the terms "we," "us," "our," “ProGreen” and the "Company" refer
to Progreen Properties, Inc., a Delaware corporation, and, unless the context
indicates otherwise, includes our subsidiaries.





We were
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  until the April 30, 2009 closing of a Settlement and Asset
Purchase 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. We were inactive from April 30, 2009 through July 28, 2009 when we
acquired a condominium unit in a suburb of Detroit in Oakland County,
Michigan. 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. We have since purchased an additional three  condominiums in
Oakland County, Michigan.





Amendments to Our
Certificate of Incorporation





On July
8, 2009, we amended our Certificate of Incorporation to increase the number of
authorized shares of common stock from 50,000,000, par value $.01 per share to
250,000,000, par value $.0001 per share.  The Certificate of Amendment also
authorized the issuance of 10,000,000 shares of a new class of preferred stock,
par value $.0001 per share, with such rights, preferences and limitations as the
Board of Directors may designate. On July 23, 2009, we changed the name of the
Company from Diversified Product Inspections, Inc. to ProGreen Properties, Inc.
by a merger with our wholly-owned subsidiary, ProGreen Properties,
Inc.





Stock
Subscription





On July
22, 2009, we entered into a Subscription Agreement (the “Agreement”) with EIG
Venture Capital, Ltd. (“EIG”), an investment fund 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. On June 1, 2010, EIG purchased
39,100,684 shares of the Phase III final tranche under the Agreement for
$400,000. The Phase III tranche consists of 48,875,855 shares of Common Stock
for a total purchase price of $500,000 to be purchased by EIG on or before July
16, 2010, the purchase of $400,000 of which  was completed on June 1,
2010.





Our Business





Our
offices are located in Birmingham, Oakland County, Michigan. Our plan is to
acquire, refurbish and upgrade potential income-producing residential real
estate.. We are initially concentrating on the Michigan market, and on July 28,
2009, purchased our initial property, a condominium located in Oakland County,
Michigan. Our cost was approximately $52,000; we have since acquired three
additional condominiums in the $45,000 to $55,000 price range, and have paid
cash rather than incur mortgage debt.





3





We
believe that Michigan offers some of the best investment opportunities in the
presently distressed U.S. property market.





As the
U.S. credit market is currently extremely restricted, ProGreen is financing
property acquisitions with funding from European investors. Being able to place
cash bids, gives us a strong position in our targeted market.





Our
business model is to acquire, refurbish and upgrade existing properties into
more energy efficient, comfortable and healthier living spaces so that they meet
standards that exceed, what is often the norm for most single family homes,
condominiums and apartments. Once a property has been acquired, refurbished and
rented, we plan to put the property back on the market, but now as a fully
managed investment property, with a favorable yield. These investment properties
will be marketed exclusively by ProGreen Realty LLC, a wholly owned subsidiary
of ProGreen and managed by PGP Management, a division of ProGreen Realty
LLC.





Our long
term goal is to create a ProGreen Quality and Energy Efficiency Certification
(PQEEC) for our homes, from a basic level providing improved insulation, better
heating efficiency, Energy Star appliances etc., to more advanced levels, with
high-tech ventilation and air filtration systems, built-in recycling areas,
ultra-high efficiency heating/cooling systems, on-site solar or other Renewable
Energy sources etc. These improvements will be adapted according to a financial
feasibility for each property. We believe this will create a “stand-out” profile
of ProGreen as a company and make our properties unique in the market place,
resulting in a sustained appreciation of property value over time.





In order
to be able to achieve this, from a practical as well as an economically viable
method, ProGreen has joined forces with an award winning Michigan architectural
firm. To make homes more energy efficient, we will strive, whenever possible and
practical, to improve insulation, use quality Energy Star compliable
windows/doors, replace outdated furnaces, water heaters with high efficiency
units, and if viable, implement alternative green energy solutions.  To be
able to offset some of the cost, for these types of improvements, we will aim to
obtain tax credits, subsidies and/or grants. We will also aim only to use Energy
Star approved appliances, whenever appliances are replaced.





To make
homes more comfortable, we will try to optimize space by creating openness,
introducing more natural light, creating better storage areas, as well as
improving sound and thermal insulation, all with a view to make even small
condominiums and apartments eco-friendly  and practical. This ideology, we
believe, will increase property value as well as create tenant
loyalty.





To create
a healthier living environment, we seek to, among other things, use
eco-friendly, paints, primers and adhesives; install radon barriers in high
incident areas; improve air quality through better ventilation and air
filtration in heating and air conditioning systems.





Our
Company will be featured in 2011 on the nationally televised show, “Today in
America”. The program is hosted by Terry Bradshaw, to many best known as one of
the greatest quarterbacks in NFL history. ProGreen’s segment will be
featured  as part of the series on “Environmental Impact”.  The
segment will be filmed on location in Michigan and will present ProGreen’s
business model of refurbishing and upgrading existing properties into energy
efficient, comfortable and healthier living spaces, to standards that exceed
what is often the norm for most single family homes, condominiums and
apartments.





Initially
we are focusing on acquiring condominiums in well sought after areas within
Oakland County (fourth richest county in the US). We feel this will build a
solid foundation, create early capital gain, generate good cash flow, as well as
minimize risk exposure.





We will
have to raise additional capital to continue to purchase residential properties.
We have no third party commitments for the capital we will require for these
planned investments. Although real estate investing is marked by its cycles,
there can be no assurances that the housing market in general and the market in
the greater Detroit, Michigan area will improve in the future.





We expect
to own each property separately through a wholly-owned limited liability company
for that particular property. This will permit us to limit our risk by isolating
risks relating to a particular property solely to that property. Our property
management strategy will be to deliver quality services, thereby promoting
tenant satisfaction, maintaining high tenant retention, and enhancing the value
of each of our operating real estate assets through eco-friendly
improvements.





In
analyzing the potential development of a particular project, we evaluate the
geographic, demographic, economic, and financial data, including:





·
            Households,
      population and employment growth;


·
            Prevailing
      rental and occupancy rates in the market area, and possible growth in
      those rates; and


·
            Location
      of the property in respect to schools and public
      transportation.





4





Environmental and Other
Regulatory Matters





Under
various federal, state, and local laws and regulations, an owner of real estate
is liable for the costs of removal or remediation of hazardous or toxic
substances on the property. Those laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of the hazardous
or toxic substances. The costs of remediation or removal of the substances may
be substantial, and the presence of the substances, or the failure to remediate
the substances promptly, may adversely affect the owner’s ability to sell the
real estate or to borrow using the real estate as collateral.





Insurance




We will
carry comprehensive property, general liability, fire, extended coverage and
environmental on all of our existing properties, with policy specifications,
insured limits, and deductibles customarily carried for similar
properties.





Competition




We
operate in a competitive housing market environment where a variety of
individuals and corporations are trying to maximize gains on the acquisition of
undervalued property through housing market conditions. We are not familiar with
any direct competitors in the Oakland County, Michigan, area that have similar
business models involving rehabilitation of properties using environmentally
friendly renovation techniques, but there is no assurance that we will continue
to be able to purchase residential rental properties at attractive prices or
that we will not experience competition from other developers that are marketing
energy efficient and environmentally friendly properties.





Employees





We have
one employee as at July 1, 2010.




Item
1A. Risk Factors.





Investing
in our common stock involves a high degree of risk. You should carefully
consider the following risk factors before deciding whether to invest in the
Company. Additional risks and uncertainties not presently known to us, or that
we currently deem immaterial, may also impair our business operations or our
financial condition. If any of the events discussed in the risk factors below
occur, our business, consolidated financial condition, results of operations or
prospects could be materially and adversely affected. In such case, the value
and marketability of the common stock could decline.





Risks Relating to Our
Business





Because
we have a limited operating history to evaluate our company, the likelihood of
our success must be considered in light of the problems, expenses, difficulties,
complications and delay frequently encountered by a new company.





We were a
shell company from April 30, 2009 until our initial purchases of condominiums
discussed herein in pursuit of our new business plan. Since we have a limited
operating history, we cannot assure you that our business will be profitable or
that we will ever generate sufficient revenues to meet our expenses and support
our anticipated activities. Start-up companies often are unsuccessful and
encounter unanticipated expenses and difficulties, investors should consider
this risk in determining whether to purchase or sell our common
stock.





If
we need additional capital to fund our growing operations, we may not be able to
obtain sufficient capital and may be forced to limit the scope of our
operations.





The
severe recession, freezing of the global credit markets and the decline in the
stock market which continues to affect smaller companies like us may adversely
affect our ability to raise capital if we need additional working
capital. Because we have not reported profitable operations to date, we may
need to raise working capital. If adequate additional financing is not available
on reasonable terms or at all, we may not be able to undertake expansion, and we
will have to modify our business plans accordingly.





Even if
we do find a source of additional capital, we may not be able to negotiate terms
and conditions for receiving the additional capital that are acceptable to us.
Any future capital investments will dilute or otherwise materially and adversely
affect the holdings or rights of our existing shareholders. In addition, new
equity or convertible debt securities issued by us to obtain financing could
have rights, preferences and privileges senior to our common stock. We cannot
give you any assurance that any additional financing will be available to us, or
if available, will be on terms favorable to us.





5





Because
our business plan is to acquire residential housing, we are subject to all of
the risks which affect residential real estate including the current severe
decline.





Real
property investments are subject to varying degrees of risk and are relatively
illiquid. Several factors may adversely affect the economic performance and
value of our property and any properties acquired in the future. These factors
include changes in the national, regional and local economic climates, local
conditions such as, the attractiveness of our properties to residents,
competition from other available property owners and changes in market rental
rates. Our performance also will depend on our ability to collect rent from
residents and to pay for adequate maintenance, insurance and other operating
costs, including real estate taxes, which could increase over time. Sources of
labor and materials required for maintenance, repair, capital expenditure or
development may be more expensive than anticipated. Also, the expenses of owning
and operating a property are not necessarily reduced when circumstances such as
market factors and competition cause a reduction in income from the
property.





Because real estate properties are
illiquid and may be difficult to sell, particularly in a poor market environment
like the present, we face future difficulties in selling these properties and
may not be able to sell them at a profit.





Real
estate investments are relatively illiquid, which limits our ability to react
quickly to adverse changes in economic or other market conditions. Our ability
to dispose of assets in the future will depend on prevailing economic and market
conditions. The current credit crunch may make it particularly difficult to sell
our properties, because interested buyers may be unable to obtain the financing
they need. We may be unable to sell our properties when we would prefer to do so
to raise capital we need to fund our planned development and construction
program or to fund distributions to investors.





As a company investing in residential
real estate, we face leasing risks in our proposed residential real estate
investment program.





Our
success will depend in part on leasing to residents or tenants with acceptable
terms. If our residential apartment homes, condominiums or houses are not leased
on schedule and on the expected terms and conditions, the returns on the
property could be adversely affected. Whether or not residential tenants are
willing to enter into leases on the terms and conditions we project and on the
timetable we expect will depend on a large variety of factors, many of which are
outside our control.





Because
our business model is to acquire residential property in the Detroit, Michigan
area, we are subject to risks that affect that local area.





General
economic conditions and other factors beyond our control may adversely affect
real property income and capital appreciation in the greater Detroit market .
The current economic climate, punctuated by a slumping housing market and rapid
tightening of available credit, has resulted in a weak real estate market in
this area, and these conditions may continue or become more severe in the
future. In particular, unemployment is higher than  in other areas of the
United States.





Because of environmental laws, we may
have liability under environmental laws even though we did not violate these
laws.





Under
federal, state, and local environmental laws, ordinances, and regulations, we
may be required to investigate and clean up the effects of releases of hazardous
or toxic substances or petroleum products at our properties, regardless of our
knowledge or responsibility, simply because of our current or past ownership or
operation of the real estate. If environmental problems arise, we may have to
take extensive measures to remedy the problems, which could adversely affect our
cash flow and operating results. The presence of hazardous or toxic substances
or petroleum products and the failure to remediate that contamination properly
may materially and adversely affect our ability to borrow against, sell, or
lease an affected property. In addition, applicable environmental laws create
liens on contaminated sites in favor of the government for damages and costs it
incurs in connection with a contamination.





6





As an owner of real property, we will
face risks related to ownership including mold and Chinese
drywall.





Recently,
there have been a large number of lawsuits against owners and managers of
properties alleging personal injury and property damage caused by the presence
of mold in real estate. Some of these lawsuits have resulted in substantial
monetary judgments or settlements. We cannot provide any assurance that we will
be able to obtain insurance coverage in the future for mold-related claims at a
commercially reasonable price or at all. The presence of significant mold could
expose us to liability to residents, tenants, and others if allegations
regarding property damage, health concerns, or similar claims arise. Remediation
of mold is expensive  and involves hiring a specialty contractor and may
involve extensive renovations, which costs can not be passed on to tenants.
Additionally, although still evolving, drywall from China has posed a major
health risk and has rendered homes uninhabitable. This problem is relatively new
and still evolving. We do not know if it will affect properties in our target
market. If it affects properties we acquire, we will incur substantial
remediation costs and the loss of income.





Failure to comply with the Americans
with Disabilities Act or other similar laws could result in substantial
costs.





A number
of federal, state, and local laws and regulations (including the Americans with
Disabilities Act) may require modifications to existing buildings or restrict
certain renovations by requiring improved access to such buildings by disabled
persons and may require other structural features that add to the cost of
buildings under construction. Legislation or regulations adopted in the future
may impose further burdens or restrictions on us with respect to improved access
by disabled persons. The costs of compliance with these laws and regulations may
be substantial, which could have a material adverse effect on our results of
operation.





Risks
Related to Our Common Stock





Since
we expect to incur expenses in excess of revenues for the near future, we may
not become profitable and your investment may be lost.





We expect
to incur losses for the foreseeable future.  We had minimal revenues in our
fiscal year ended April 30, 2010, and may never be profitable. If we become
profitable, we may be unable to sustain profitability.  As a result, your
investment in our securities may be lost.





We
may issue preferred stock without the approval of our stockholders with
features, which could make it more difficult for a third party to acquire us and
could depress our Common Stock price.





In the
future, our board of directors may issue one or more series of preferred stock
that has more than one vote per share without a vote of our stockholders. This
can prevent a third party from acquiring us even when it is in our stockholders’
best interests and reduce the price of our Common Stock.





Because
the market for our common stock is limited, persons who purchase our common
stock may not be able to resell their shares at or above the purchase price paid
by them.





Our
common stock trades on the Over-the-Counter Bulletin Board which is not a liquid
market. There is currently only a limited public market for our common stock. We
cannot assure you that an active public market for our common stock will develop
or be sustained in the future. If an active market for our common stock does not
develop or is not sustained, the price may continue to decline.





Because
we are subject to the “penny stock” rules, brokers cannot generally solicit the
purchase of our common stock which adversely affects its liquidity and market
price.





The
Securities and Exchange Commission or SEC has adopted regulations which
generally define “penny stock” to be an equity security that has a market price
of less than $5.00 per share, subject to specific exemptions. The market price
of our common stock on the Bulletin Board has been substantially less than $5.00
per share and therefore we are currently considered a “penny stock” according to
SEC rules. This designation requires any broker-dealer selling these securities
to disclose certain information concerning the transaction, obtain a written
agreement from the purchaser and determine that the purchaser is reasonably
suitable to purchase the securities.





Due
to factors beyond our control, our stock price may be volatile.





The
market price for our Common Stock has been highly volatile at times.  As
long as the future market for our Common Stock is limited, investors who
purchase our Common stock may only be able to sell them at a loss.





Because
we may not be able to attract the attention of major brokerage firms, it could
have a material impact upon the price of our common stock.





It is not
likely that securities analysts of major brokerage firms will provide research
coverage for our common stock since the firm itself cannot recommend the
purchase of our common stock under the penny stock rules referenced in an
earlier risk factor. The absence of such coverage limits the likelihood that an
active market will develop for our common stock. It may also make it more
difficult for us to attract new investors at times when we acquire additional
capital.





7




Item
1B. Unresolved Staff Comments.





Not
applicable.




Item
2. Properties.





We lease
our offices at 380 North Old Woodward Ave., Suite 226, Birmingham, Michigan, of
approximately 1,093 sq. ft., for an initial rental of $1,184 per month, under a
five and one-half year lease.




Item
3. Legal Proceedings.




We are not party to any material legal
proceedings.





Item
4. Reserved.





8





PART
II





Item
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities.





Market
Information




Our
common shares are trading in the OTC Bulletin Board market under the symbol
“PGEI.OB”.





The
following table sets forth, for the periods indicated, the high and low bid
prices of our common stock, as reported in published financial sources. 
Quotations reflect inter-dealer prices, without retail mark-up, mark-down,
commission, and may not represent actual transactions.




High
                    
                    
                    LowFiscal
      Year Ended December 31, 2008Quarter
      Ended March 31, 2008
                    
                    $
                    0.05
                    
                    
                    $
                    0.03Quarter
      Ended June 30, 2008
                    
                    $
                    0.04
                    
                    
                    $
                    0.041Quarter
      Ended September 30, 2008
                    
                    $
                    0.04
                    
                    
                    $
                    0.035Quarter
      Ended December 31, 2008
                    
                    $
                    0.06
                    
                    
                    $
                    0.032Fiscal
      Period Ended April 30, 2009Quarter
      Ended April 30, 2009
                    
                    $
                    0.06
                    
                    
                    $
                    0.01Quarter
      Ended March 31, 2009
                    
                    $
                    0.04
                    
                    
                    $
                    0.01Fiscal
      Year Ended April 30, 2010Quarter
      Ended July 31, 2009
                    
                    $
                    0.05
                    
                    
                    $
                    0.02Quarter
      Ended October 31, 2009
                    
                    $
                    0.10
                    
                    
                    $
                    0.02Quarter
      Ended January 31, 2010
                    
                    $
                    0.10
                    
                    
                    $
                    0.04Quarter
      Ended April 30, 2010
                    
                    $
                    0.10
                    
                    
                    $
                    0.01Fiscal
      Year Ended April 30, 2011Quarter
      Ended July 31, 2010 (Through July 26, 2010)
                    
                    $
                    0.11
                    
                    
                    $
                    0.02





Holders





As of
July 26, 2010, there were approximately 530 holders of record of our common
stock.





Dividends





We do not
anticipate paying cash dividends in the foreseeable future. Our current policy
is to retain any earnings to finance our future development and growth.  We
may reconsider this policy from time to time in light of conditions then
existing, including our earnings performance, financial condition and
capital requirements.  Any future determination to pay cash dividends will
be at the discretion of our board of directors and will depend upon our
financial condition, operating results, capital requirements, general business
conditions and other factors that our board of directors deems
relevant.





Recent
Sales of Unregistered Securities




Not
applicable.





Purchases
of Equity Securities by the Registrant





None.





Item
6. Selected Financial Data.





Not
applicable.





9




Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.




The
following discussion of our financial condition and results of operations should
be read in conjunction with the financial statements and notes thereto and other
financial information included elsewhere in this report.





Certain
statements contained in this report, including, without limitation, statements
containing the words "believes," "anticipates," "expects" and words of similar
import, constitute "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including our ability to create, sustain, manage
or forecast our growth; our ability to attract and retain key personnel; changes
in our business strategy or development plans; competition; business
disruptions; adverse publicity; and international, national and local general
economic and market conditions.





GENERAL





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





The
Company maintained its conduct of investigations and laboratory analyses
operations as described below until the April 30, 2009 closing of a Settlement
and Asset Purchase Agreement (the “Agreement”).  The purchase of a
condominium unit initiated our planned new business operations directed at
purchasing income-producing residential real estate apartment homes,
condominiums and houses in the State of Michigan, where we believe favorable
investment opportunities exist based on current market conditions.





On April
30, 2009 we ceased operations and closed the Agreement pursuant to which
$230,000 was paid to a plaintiff to settle material litigation, and our
remaining assets and liabilities were transferred to a separate entity owned by
the previous executive officers of the Company. Prior to the closing of the
Agreement, the Company specialized in conducting investigations and laboratory
analysis of a wide variety of products to determine the cause and origin of
product failures.  The Company is now controlled by the former plaintiffs
in the now settled litigation.





We were
inactive from April 30, 2009 through July 28, 2009 when we acquired a
condominium unit in suburban Detroit, Michigan.  We plan to focus our
efforts on acquiring additional residential real estate properties in Michigan
where the severe economic conditions present what we believe is an undervalued
opportunity.  We believe that once the recession ends, improved local
conditions will lead to appreciation in the real estate market.  Pending
resale, our goal is to acquire properties that can be rented with positive cash
flow.





Our
primary expenses relate to our reporting obligations under the Securities
Exchange Act of 1934 (“Exchange Act”), and any costs relating to maintaining our
current condominium investment including taxes and insurance and expenses
related to the future acquisition of additional properties. We currently
have one employee.  Our management expects to confer with consultants,
attorneys and accountants as necessary.




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; and we paid cash rather than incur mortgage debt. On
February 8, 2010 we purchased our second property for approximately $45,000; our
third and fourth properties were purchased on March 28 and April 30, 2010, for
$49,000 and $55,000, respectively.





RESULTS
OF OPERATIONS





During
the year ended April 30, 2010, we incurred a net loss of $273,280 primarily
attributable to general and administrative expenses associated with public
reporting.





As more
fully described 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.





10





YEAR
ENDED APRIL 30, 2010 COMPARED TO THE FOUR MONTHS ENDED APRIL 30, 2009 AND THE
YEAR ENDED DECEMBER 31, 2009





During
the year ended April 30, 2010, we incurred a net loss of $273,280.  We had
$7,718 of revenue and $217,834 operating expenses for the year ended April 30,
2010.  We had losses of $118,888 and $480,810 from discontinued operations
for the four months ended April 30, 2009 and the year ended December 31,
2008, respectively.





LIQUIDITY





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





At April
30, 2010, we had total assets of $1,289,696, 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 for the purchase, refurbishment and upgrade of residential
real estate in Michigan, with properties purchased securing the
Debenture. In addition in the year ended April 30, 2010, we received
proceeds of $110,000 from a stock subscription receivable with a related party.
At April 30, 2010, we had stockholders’ equity of $749,030. In the year ended
April 30, 2010, cash of $209,984 was used for the purchase of rental property
and office equipment and $183,347 was used in operating activities.





Critical
Accounting Policies





The
summary of critical accounting policies below should be read in conjunction with
the Company’s accounting policies included in Note 1 to the financial statements
of the Company. We consider the following accounting policies to be the most
critical:





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





Rental
Property and Real Estate Costs - Our 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.




Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





Not
applicable.





11




Item
8. Financial Statements and Supplementary Data.





PROGREEN
PROPERTIES, INC.


CONSOLIDATED
FINANCIAL STATEMENTS


April
30, 2010 and 2009





12





PROGREEN
PROPERTIES, INC.





INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS





PageConsolidated
      Financial StatementsReport
      of Independent Registered Public Accounting Firm
                    14Consolidated
      Balance Sheets as of April 30, 2010 and 2009, and December 31,
      2008
                    15Consolidated
      Statements of Operations for the Year Ended April 30, 2010, the Four
      Months ended April 30, 2009 and the year ended December 31,
      2008
                    16Consolidated
      Statements of Stockholders’ Equity for the period January 1, 2008 through
      April 30, 2010
                    17Consolidated
      Statements of Cash Flows for the Year Ended April 30, 2010, the Four
      Months Ended April 30, 2009, and the year ended December 31,
      2008
                    18Notes
      to Consolidated Financial Statements
                    19





13





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Board of
Directors and Stockholders ProGreen Properties, Inc.




We have
audited the accompanying consolidated balance sheets of ProGreen Properties,
Inc. (the "Company") as of April 30, 2010 and 2009, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year
ended April 30, 2010, the four month period ended April 30, 2009, and the year
ended December 31, 2008. The Company's management is responsible for these
consolidated financial statements. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of ProGreen Properties, Inc. as
of April 30, 2010 and 2009, and the results of its operations and its cash flows
for the year ended April 30, 2010, the four month period ended April 30, 2009,
and the year ended December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.




/s/
Coulter & Justus, PC


Knoxville,
TN


July 28,
2010





14


ProGreen
Properties, Inc.
 (formerly
Diversified Product Inspections, Inc.)
 
 Consolidated
Balance Sheet
 
 April 30,
                                  
                                  
                                  April 30,2010
                                  
                                  
                                  2009ASSETSRental
      property, net accumulated depreciation of $1,617
                                  
                                  $
                                  203,020
                                  
                                  
                                  $
                                  -Cash
                                  
                                  
                                  216,669
                                  
                                  
                                  
                                  -Commissions
      receivable
                                  
                                  
                                  1,375
                                  
                                  
                                  
                                  -Prepaid
      expenses
                                  
                                  
                                  7,673
                                  
                                  
                                  
                                  -Deposits
                                  
                                  
                                  48,350
                                  
                                  
                                  
                                  -Amount
      due from related party subscriber under subscription
      receivable
                                  
                                  
                                  807,310
                                  
                                  
                                  
                                  -Property
      and equipment:Equipment,
      furniture and fixtures, net of accumulated depreciation of
    48
                                  
                                  
                                  5,299
                                  
                                  
                                  
                                  -Total
      assets
                                  
                                  $
                                  1,289,696
                                  
                                  
                                  $
                                  -LIABILITIES AND STOCKHOLDERS'
      EQUITYAccounts
      payable and accrued expenses
                                  
                                  $
                                  88,974
                                  
                                  
                                  $
                                  -Accrued
      interest
                                  
                                  
                                  32,548
                                  
                                  
                                  
                                  -Deferred
      revenue
                                  
                                  
                                  3,000
                                  
                                  
                                  
                                  -Tenant
      deposits
                                  
                                  
                                  2,850
                                  
                                  
                                  
                                  -Convertible
      debenture payable to related party (net of unamortized discount of
      $86,706)
                                  
                                  
                                  413,294
                                  
                                  
                                  
                                  -Total
      liabilities
                                  
                                  
                                  540,666
                                  
                                  
                                  
                                  -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 April 30, 2010; 50,000,000 shares authorized and 13,645,990 outstanding
      at April 30, 2009
                                  
                                  
                                  2,490
                                  
                                  
                                  
                                  1,365Common
      stock, $.0001 par value, 86,999,002 subscribed not issued
                                  
                                  
                                  8,700
                                  
                                  
                                  
                                  -Additional
      paid-in capital
                                  
                                  
                                  2,856,944
                                  
                                  
                                  
                                  1,744,459Less:
      amount due from related party subscriber under subscription
      agreement
                                  
                                  
                                  (100,000
                                  )
                                  
                                  
                                  -Accumulated
      deficit
                                  
                                  
                                  (2,019,104
                                  )
                                  
                                  
                                  (1,745,824
                                  )Total
      stockholders' equity
                                  
                                  
                                  749,030
                                  
                                  
                                  
                                  -Total
      liabilities and stockholders' equity
                                  
                                  $
                                  1,289,696
                                  
                                  
                                  $
                                  -
 
 See
accompanying Notes to Consolidated Financial Statements.
  15
  ProGreen
Properties, Inc.
 (formerly
Diversified Product Inspections, Inc.)
 
 Consolidated
Statements of Operations
 
 YEAR
                  
                  
                  FOUR MONTHS
                  
                  
                  YEARENDED
                  
                  
                  ENDED
                  
                  
                  ENDEDApril 30,
                  
                  
                  April 30,
                  
                  
                  December 31,2010
                  
                  
                  2009
                  
                  
                  2008Revenues:Rental
      revenue
                  
                  
                  6,343
                  
                  
                  
                  -
                  
                  
                  
                  -Commissions
      revenues
                  
                  
                  1,375
                  
                  
                  
                  -
                  
                  
                  
                  -Total
      revenues
                  
                  
                  7,718
                  
                  
                  
                  -
                  
                  
                  
                  -Expenses:Property
      operation & maintenance (exclusive of items below)
                  
                  
                  7,749
                  
                  
                  
                  -
                  
                  
                  
                  -Professional
      fees
                  
                  
                  174,846
                  
                  
                  
                  -
                  
                  
                  
                  -General
      & administrative
                  
                  
                  33,574
                  
                  
                  
                  -
                  
                  
                  
                  -Depreciation
                  
                  
                  1,665
                  
                  
                  
                  -
                  
                  
                  
                  -Total
      operating expenses
                  
                  
                  217,834
                  
                  
                  
                  -
                  
                  
                  
                  -Other
      expense:Interest
      expense - related party
                  
                  
                  50,842
                  
                  
                  
                  -
                  
                  
                  
                  -Other
      expenses
                  
                  
                  12,322
                  
                  
                  
                  -
                  
                  
                  
                  -Loss
      from continuing operations before income tax
                  
                  
                  (273,280
                  )
                  
                  
                  -
                  
                  
                  
                  -Deferred
      income tax expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Loss
      from continuing operations
                  
                  
                  (273,280
                  )
                  
                  
                  -
                  
                  
                  
                  -Loss
      from discontinued operations (net of income tax expense of $0 and
      $369,010, respectively)
                  
                  
                  -
                  
                  
                  
                  (118,888
                  )
                  
                  
                  (480,810
                  )Net
      loss
                  
                  
                  (273,280
                  )
                  
                  
                  (118,888
                  )
                  
                  
                  (480,810
                  )Net
      loss per share - basic and diluted continuing operations
                  
                  $
                  (0.01
                  )
                  
                  $
                  -
                  
                  
                  $
                  -Weighted
      shares outstanding - basic continuing operations
                  
                  
                  21,673,210
                  
                  
                  
                  18,813,892
                  
                  
                  
                  20,105,867Net
      loss per share - basic and diluted discontinued operations
                  
                  $
                  -
                  
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.02
                  )Weighted
      shares outstanding - basic discontinued operations
                  
                  
                  21,673,210
                  
                  
                  
                  18,813,892
                  
                  
                  
                  20,105,867
 
 See
accompanying Notes to Consolidated Financial Statements.
  16
  ProGreen
Properties, Inc.
 (formerly
Diversified Product Inspections, Inc.)
 
 Consolidated
Statements of Stockholders' Equity
 
 Number of
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    AmountShares
                    
                    
                    
                    
                    
                    Common
                    
                    
                    Additional
                    
                    
                    Due Under
                    
                    
                    
                    
                    
                    NetIssued and
                    
                    
                    Common
                    
                    
                    Stock
                    
                    
                    Paid In
                    
                    
                    Subscription
                    
                    
                    Accumulated
                    
                    
                    Stockholders'Outstanding
                    
                    
                    Stock
                    
                    
                    Subscribed
                    
                    
                    Capital
                    
                    
                    Agreement
                    
                    
                    Deficit
                    
                    
                    EquityBalance
      at January 1, 2008
                    
                    
                    20,105,867
                    
                    
                    $
                    201,058
                    
                    
                    $
                    -
                    
                    
                    $
                    1,998,586
                    
                    
                    $
                    -
                    
                    
                    $
                    (1,146,126
                    )
                    
                    $
                    1,053,518Net
      loss for the year ended December 31, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (480,810
                    )
                    
                    
                    (480,810
                    )Balance
      at December 31, 2008
                    
                    
                    20,105,867
                    
                    
                    
                    201,058
                    
                    
                    
                    -
                    
                    
                    
                    1,998,586
                    
                    
                    
                    -
                    
                    
                    
                    (1,626,936
                    )
                    
                    
                    572,708Stock
      canceled in settlement agreement
                    
                    
                    (6,459,877
                    )
                    
                    
                    (64,598
                    )
                    
                    
                    -
                    
                    
                    
                    (389,222
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (453,820
                    )Net
      loss for four months ended April 30, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (118,888
                    )
                    
                    
                    (118,888
                    )Balance
      at April 30, 2009
                    
                    
                    13,645,990
                    
                    
                    
                    1,365
                    
                    
                    
                    -
                    
                    
                    
                    1,744,459
                    
                    
                    
                    -
                    
                    
                    
                    (1,745,824
                    )
                    
                    
                    -Stock
      issued under subscription agreement
                    
                    
                    10,752,687
                    
                    
                    
                    1,075
                    
                    
                    
                    -
                    
                    
                    
                    108,925
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    110,000Stock
      issued in connection with debenture agreement
                    
                    
                    500,000
                    
                    
                    
                    50
                    
                    
                    
                    -
                    
                    
                    
                    29,950
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    30,000Stock
      available under debenture conversion option
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    75,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    75,000Stock
      due under subscription agreement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    8,700
                    
                    
                    
                    898,610
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    907,310Amount
      due from subscriber under subscription agreement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (100,000
                    )
                    
                    
                    -
                    
                    
                    
                    (100,000
                    )Net 
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (273,280
                    )
                    
                    
                    (273,280
                    )Balance
      at April 30, 2010
                    
                    
                    24,898,677
                    
                    
                    $
                    2,490
                    
                    
                    $
                    8,700
                    
                    
                    $
                    2,856,944
                    
                    
                    $
                    (100,000
                    )
                    
                    $
                    (2,019,104
                    )
                    
                    $
                    749,030
 
 See
accompanying Notes to Consolidated Financial Statements.
  17
  ProGreen
Properties, Inc.
 (formerly
Diversified Product Inspections, Inc.)
 
 Consolidated
Statement of Cash Flows
 
 YEAR
                  
                  
                  FOUR
      MONTHS
                  
                  
                  YEARENDED
                  
                  
                  ENDED
                  
                  
                  ENDEDApril
      30,
                  
                  
                  April
      30,
                  
                  
                  December
      31,2010
                  
                  
                  2009
                  
                  
                  2008Cash
      (used in) provided by Operating activitiesNet
      loss
                  
                  $
                  (273,280
                  )
                  
                  $
                  (118,888
                  )
                  
                  $
                  (480,810
                  )Adjustments
      to reconcile loss to net cash (used in) provided by operating
      activities:Depreciation
      and amortization
                  
                  
                  1,665
                  
                  
                  
                  21,044
                  
                  
                  
                  74,638Amortization
      of discounts on debentures to related party
                  
                  
                  18,294
                  
                  
                  
                  -
                  
                  
                  
                  -Deferred
      income tax expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  369,010Change
      in provision for bad debts
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (20,000
                  )Changes
      in operating assets and liabilities:Receivable
                  
                  
                  (1,375
                  )
                  
                  
                  (58,201
                  )
                  
                  
                  70,539Note
      receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (74,885
                  )Prepaid
      expenses
                  
                  
                  (7,673
                  )
                  
                  
                  (1,561
                  )
                  
                  
                  (8,960
                  )Deposits
                  
                  
                  (48,350
                  )
                  
                  
                  -
                  
                  
                  
                  -Accounts
      payable & accrued expenses
                  
                  
                  127,372
                  
                  
                  
                  172,239
                  
                  
                  
                  (19,549
                  )Accrual
      for settlement of lawsuit
                  
                  
                  -
                  
                  
                  
                  (250,000
                  )
                  
                  
                  220,000Deferred
      revenue
                  
                  
                  -
                  
                  
                  
                  (5,524
                  )
                  
                  
                  3,000Cash
      (used in) provided by operating activities
                  
                  
                  (183,347
                  )
                  
                  
                  (240,891
                  )
                  
                  
                  132,983Cash
      used in Investing activitiesPurchase
      of rental property
                  
                  
                  (204,637
                  )Purchase
      of property and equipment
                  
                  
                  (5,347
                  )
                  
                  
                  (1,420
                  )
                  
                  
                  (34,110
                  )Cash
      used in investing activities
                  
                  
                  (209,984
                  )
                  
                  
                  (1,420
                  )
                  
                  
                  (34,110
                  )Cash
      provided by (used in) Financing activitiesPayments
      on notes and capital lease obligation
                  
                  
                  -
                  
                  
                  
                  (55,615
                  )
                  
                  
                  (55,503
                  )Cash
      transferred in settlement agreement
                  
                  
                  -
                  
                  
                  
                  (207,886
                  )
                  
                  
                  -Proceeds
      from common stock through subscription receivable with related
      parties
                  
                  
                  110,000
                  
                  
                  
                  -
                  
                  
                  
                  -Proceeds
      from debenture issued to related party
                  
                  
                  500,000
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      (used in) provided by financing activities
                  
                  
                  610,000
                  
                  
                  
                  (263,501
                  )
                  
                  
                  (55,503
                  )Net
      change in cash
                  
                  
                  216,669
                  
                  
                  
                  (505,812
                  )
                  
                  
                  43,370Cash
      at beginning of period
                  
                  
                  -
                  
                  
                  
                  505,812
                  
                  
                  
                  462,442Cash
      at end of period
                  
                  $
                  216,669
                  
                  
                  $
                  -
                  
                  
                  $
                  505,812Supplemental
      information, non-cash transactionsCash
      paid during the year for:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  12,982
                  
                  
                  $
                  47,931Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Non-cash
      transactionsIssuance
      of stock as commitment fee to related party
                  
                  $
                  30,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 See
accompanying Notes to Consolidated Financial Statements.





18





PROGREEN
PROPERTIES, INC.


(Formerly
Diversified Product Inspections, Inc.)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30,
2010





Note
1. Financial statement presentation





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





History
and nature of business


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





On April
30, 2009, the Company ceased previous operations and settled an outstanding
lawsuit which resulted in a change of ownership and management.  Following
the settlement on April 30, 2009, the Company had no assets, no liabilities, and
had 13,645,990 shares of common stock outstanding 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 $924,024 and $1,029,930, respectively, for the four
months ended April 30, 2009, and $2,682,640 and $2,519,009, respectively, for
the year ended December 31, 2008.





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





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





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





On April
30, 2009 the Company’s Board of Directors approved a change to the Company’s
fiscal year end. The fiscal year-end was changed from December 31 to April 30 in
order to better align the future operations and financial results with the
change in the Company’s operations. Accordingly, there was a four month
transition period from January 1, 2009 to April 30, 2009 and below represents
the twelve months ended April 30, 2009 for comparison purposes:





19





PROGREEN
PROPERTIES, INC.


(Formerly
Diversified Product Inspections, Inc.)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30,
2010





Twelve months
                    
                    
                    Twelve monthsended
                    
                    
                    ended April 30, 2009April 30, 2010
                    
                    
                    (unaudited)Revenues
                    
                    $
                    7,718
                    
                    
                    $
                    -Less
      operating expenses
                    
                    
                    217,834
                    
                    
                    
                    -Less
      other expenses
                    
                    
                    63,164
                    
                    
                    
                    -Loss
      from continuing operations
                    
                    $
                    (273,280
                    )
                    
                    $
                    -Loss
      from discontinued operations
                    
                    $
                    -
                    
                    
                    $
                    (561,725
                    )





SIGNIFICANT
ACCOUNTING POLICIES





Basis
of consolidation


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





Estimates


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





Fair
value measurement


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





Property
and real estate costs


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





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





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





Revenue
recognition


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





Advertising
costs


Advertising
costs are expensed as incurred and are included in general and administrative
expenses. Total advertising expenditures for the year ended April 30, 2010 and
four months ended April 30, 2009 was approximately $2,200 and $2,400,
respectively. Advertising costs for the year ended December 31, 2008 was
approximately $3,300





20





PROGREEN
PROPERTIES, INC.


(Formerly
Diversified Product Inspections, Inc.)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30,
2010





Tenant
deposits


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





Deferred
revenue


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





Income
taxes


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





Reclassifications


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




Note
2. Rental property





Rental
property consists of four condominiums at April 30, 2010 as
follows:





Condominium
      available for occupancy
                  
                  $
                  100,129Condominiums
      under construction
                  
                  
                  104,508204,637Less
      accumulated depreciation
                  
                  
                  (1,617
                  )$
                  203,020





Note
3.  Residential Lease





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





Note
4. Related Party Secured Convertible Debenture Agreement





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





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





21





PROGREEN
PROPERTIES, INC.


(Formerly
Diversified Product Inspections, Inc.)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30,
2010





Debentures
are convertible in whole or in part into Common Stock at the option of RF at the
Conversion Price at any time following the date that is two years from the
Closing Date. If RF that elects to convert any unpaid principal amount of a
Debenture it shall be entitled to receive shares of Common Stock on conversion
equal in value, at the Conversion Price, to 115% of the unpaid principal amount
of the Debenture.  The conversion price ("Conversion Price") of the
Debentures is the price equal to the average closing price (the mean average
between bid and ask price) of the Common Stock during the period of twenty (20)
consecutive Trading Days, ending on the Trading Day immediately prior to the due
date of the interest payment, the prepayment date, or the date of RF’s giving
the conversion notice, as the case may be, subject to equitable adjustment for
any stock splits, stock dividends, reclassifications or similar events during
such period. The conversion feature has intrinsic value of $75,000 that is
recorded as debt discount and amortized over two years, the required holding
period for RF, using the effective interest method. The effective interest
rate on the Debenture as a result of the debt discounts noted above was 26.69%,
which resulted in interest expense of $50,842 for 2010.





The
Company has not estimated the fair value of the Debenture due to it 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.





Note
5.  Related Party Subscription Agreement




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





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





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





On May
12, 2010, the Company received the balance of the Phase II tranche with interest
and issued 38,123,167 shares to EIG. In addition, on June 1, 2010, the Company
received $400,000 of the Phase III tranche and issued 39,100,684 shares to EIG.
These amounts are reflected as amount due from related party subscriber under
subscription receivable in the accompanying balance sheet. The remaining balance
of $100,000 had not been received prior to the issuance of the financial
statements and has been included in stockholders’ equity as amount due from
subscriber under subscription agreement.





22





PROGREEN
PROPERTIES, INC.


(Formerly
Diversified Product Inspections, Inc.)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30,
2010





Note
6. Corporate Lease Agreement





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





Year ended
                    
                    RentalApril 30,
                    
                    Amount2011
                    
                    $
                    5,9202012
                    
                    
                    28,4392013
                    
                    
                    28,6922014
                    
                    
                    28,7152015
                    
                    
                    28,9692016
                    
                    
                    12,070





In
addition to the base monthly rent the Company is responsible for a pro-rata
share of operating expenses and real estate taxes as determined by the lessor.
At the beginning of the lease the Company paid a security deposit of $5,000,
which is reflected as deposits on the April 30, 2010 balance sheet.





During
2010, the Company recorded $2,012 in rental expense as a result of the
lease.





Note
7.  Income Taxes





For tax
purposes the Company has federal net operating loss (“NOL”) carryovers of
$237,514 which is available to offset future taxable income. These NOL
carryovers expire in 2030. As a result of the Company’s reorganization, as
further described in Note 1, the NOL carryovers generated prior to the
reorganization are limited by Section 382 of the Internal Revenue
Code.




Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes.





Significant
components of the Company’s deferred tax assets and liabilities are as
follows:





April 30,
                  
                  
                  April 30,2010
                  
                  
                  2009Deferred
      tax assets:NOL
      carryovers
                  
                  $
                  35,627
                  
                  
                  $
                  247,627Deferred
      revenue
                  
                  
                  450
                  
                  
                  
                  -Accrued
      interest
                  
                  
                  4,882
                  
                  
                  
                  -Total
      deferred tax assets
                  
                  
                  40,959
                  
                  
                  
                  247,627Valuation
      allowance
                  
                  
                  (40,959
                  )
                  
                  
                  (247,627
                  )Net
      deferred tax assets
                  
                  $
                  -
                  
                  
                  $
                  -





The
Company periodically assesses whether it is more likely than not that it will
generate sufficient taxable income to reduce the deferred tax assets. The
ultimate realization of these assets is dependant upon generation of future
taxable income sufficient to offset the related deductions and NOL carryovers
within the applicable carryover periods as previously discussed. Management is
unsure of the Company’s ability to generate sufficient taxable income to realize
the deferred tax assets. As such, the Company has recorded a valuation allowance
for the entire net deferred tax asset.





23





PROGREEN
PROPERTIES, INC.


(Formerly
Diversified Product Inspections, Inc.)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30,
2010





The
reconciliation of income tax expense attributable to continuing operations
computed at the U.S. federal statutory tax rates is the income tax expense
recorded is as follows:





Year
                  
                  
                  Four months
                  
                  
                  Yearended
                  
                  
                  ended
                  
                  
                  endedApril 30,
                  
                  
                  April 30,
                  
                  
                  December 31,2010
                  
                  
                  2009
                  
                  
                  2008Income
      tax at U.S. statutory rates
                  
                  $
                  (40,992
                  )
                  
                  $
                  (40,421
                  )
                  
                  $
                  (38,012
                  )Effect
      of permanent differences
                  
                  
                  33
                  
                  
                  
                  1,137
                  
                  
                  
                  1,259Settlement
      agreement permanent differences
                  
                  
                  -
                  
                  
                  
                  163,275
                  
                  
                  
                  -(Decrease)
      increase in valuation allowance
                  
                  
                  (206,668
                  )
                  
                  
                  (134,876
                  )
                  
                  
                  382,503Effect
      of limitation on federal NOL carryovers
                  
                  
                  109,247
                  
                  
                  
                  -
                  
                  
                  
                  -Effect
      of change in statutory rate estimate
                  
                  
                  138,380
                  
                  
                  
                  -
                  
                  
                  
                  -Other
                  
                  
                  -
                  
                  
                  
                  10,885
                  
                  
                  
                  23,260Income
      tax expense
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  369,010





The
effective rate used for estimation of deferred taxes changed from 34% for the
four month period and year ended April 30, 2009 and December 31, 2008,
respectively, to 15% for the year ended April 30, 2010. The change in the
effective rate is based on management’s anticipated scope of future operations
and plans for future generation of taxable income as described more fully in
Note 9.





The tax
years that remain subject to U.S. IRS examination at April 30, 2010 are 2006
through 2010. The Company’s policy is to classify penalties and interest
associated with uncertain tax positions, if required, as a component of its
income tax provisions.





Note
8. Earnings (loss) per Share





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





In
connection with the receipt of the stock subscription proceeds subsequent to
April 30, 2010 (Note 5), the Company issued additional 77,223,851 shares of
common stock that would have a significant effect on the April 30, 2010 loss per
share calculation.





Note
9.  Going Concern





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





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





24





PROGREEN
PROPERTIES, INC.


(Formerly
Diversified Product Inspections, Inc.)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30,
2010





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.




Note
10. Commitments





The
Company has extended offers to purchase additional rental properties with
earnest deposits totaling $13,000, which has been recorded as deposits on the
April 30, 2010 balance sheet. All offers are subject to inspection and final
acceptance from the Company.





Note
11.  Amendments to Certificate of Incorporation





Increase
in Authorized Common Stock





On May
21, 2009, our Board of Directors approved the amendments to our Certificate of
Incorporation to increase the number of shares of Common Stock that the Company
is authorized to issue from 50,000,000, par value $0.01 per share, to
250,000,000, par value $0.0001.  Such amendments were approved by our
majority stockholder and detailed in an Information Statement mailed to
stockholders.





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





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





25




Item
9. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.




None.




Item
9A (T). Controls and Procedures.





As
supervised by our board of directors and our Chief Executive and Chief Financial
officer, management has established a system of disclosure controls and
procedures and has evaluated the effectiveness of that system.  The system
and its evaluation are reported on in the below Management's Annual Report on
Internal Control over Financial Reporting.





Management's
Annual Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934 (the "Exchange Act").  Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.




Management
assessed the effectiveness of internal control over financial reporting as of
April 30, 2010. We carried out this assessment using the criteria of the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control—Integrated Framework. The COSO framework summarizes each of the
components of a company’s internal control system, including (i) the
control environment, (ii) risk assessment, (iii) control activities,
(iv) information and communication, and (v) monitoring. In
management’s assessment of the effectiveness of internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange
Act Rule 13a-15(c), our management concluded that our internal control over
financial reporting was not effective as of April 30,
2010.




Our Chief
Executive and Chief Financial Officer, in the evaluation of our disclosure
controls and procedures required by paragraph (b) of Rule 13a-15 under the
Exchange Act has concluded that our disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) as of April 30, 2010, are not effective,
and that there is a material weakness in our internal control over financial
reporting. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis. The presence of these material weaknesses does not mean that a material
misstatement has occurred in our financial statements, but only that our present
controls might not be adequate to detect or prevent a material misstatement in a
timely manner.




The
Company has policies and procedures that require the financial statements and
related disclosures be reviewed and that the financial statements are presented
in accordance with accounting principles generally accepted in the United States
of America. The Company utilizes a third party consultant to assist with the
preparation of the financial statements and related disclosures. During the year
ended April 30, 2010, we failed to review the financial statements and related
disclosures on a timely basis and certain significant disclosures were incorrect
or omitted and certain accounting errors were discovered. Given these reportable
conditions and material weaknesses, management devoted additional resources to
resolving questions that arose during the period covered by this report. In
order to mitigate this material weakness, management intends to ensure that all
elements of the financial statements and related disclosures are provided to and
reviewed in a timely manner by the third party consultant. As a result we are
confident our financial statements as of April 30, 2010 and for the year ended
April 30, 2010, fairly present in all material respects our financial condition
and results of operations.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. 
Management's report was not subject to attestation by our registered public
accounting firm, pursuant to rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.





There
have been no significant changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the fourth quarter of our 2010 fiscal year that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.





26




Item
9B. Other Information.





Henrik Sellmann was appointed
to our Board of Directors on July 26, 2010,  He founded Nordic Flanges AB
(Stockholm, Sweden) in 1981 and sold the company in 2007, but stayed on as CEO
until 2008. Mr. Sellmann is still a member of the Nordik Flanges board. Nordic
Flanges is involved in trading and production of forged flanges with a global
distribution.





We issued
Mr. Sellmann a $500,000 convertible debenture, and 500,000 shares of our common
stock as a commitment fee, in connection with his loan, through Mr. Sellmann’s
controlled company, Rupes Futura AB, of $500,000 to the Company.





27





PART
III




Item
10. Directors, Executive Officers, and Corporate Governance.




The
following table sets forth the names, positions and ages of our executive
officers and directors, both as of as of July 26, 2010.




Name
              
              Age
              
              TitleJan
      Telander
              
              60
              
              Chief
      Executive Officer, Chief Financial Officer and DirectorHenrik
      Sellmann
              
              55
              
              Director





Set forth
below is a brief description of the background of each of our executive officers
and directors, based on the information provided to us by them.





Jan Telanderis the Company’s sole
officer and a director.  He has been the president of  EIG Venture
Capital Ltd (“EVC”) since 2001.  EVC was founded by Mr. Telander and two
other family members as a private investment company with an aim to purchase
early stage companies and build these into larger entities with a view to seek
exit through public listing on a suitable stock exchange.  From 2001 until
May 31, 2008, Mr. Telander was a member of the Board of Directors of Gas Turbine
Efficiency, Inc., an EIG portfolio company.





Henrik Sellmann was appointed
to our Board of Directors on July 26, 2010,  He founded Nordic Flanges AB
(Stockholm, Sweden) in 1981 and sold the company in 2007, but stayed on as CEO
until 2008. Mr. Sellmann is still a member of the Nordik Flanges board. Nordic
Flanges is involved in trading and production of forged flanges with a global
distribution.





Corporate
Governance





Directors
are elected at the annual stockholder meeting or appointed by our Board of
Directors and serve for one year or until their successors are elected and
qualified. When a new director is appointed to fill a vacancy created by an
increase in the number of directors, that director holds office until the next
election of one or more directors by stockholders.  Officers are appointed
by our Board of Directors and their terms of office are at the discretion of our
Board of Directors.




Committees
of our Board of Directors





Audit Committee. Our
Board of Directors plans to establish an Audit Committee, the members of which
shall be considered as independent under the standards for independence for
audit committee members established by the NYSE. The Audit Committee will
operate under a written charter.





Other Committees. The
Board does not have standing compensation or nominating committees. The Board
does not believe a compensation or nominating committee is necessary based on
the size of the Company, the current levels of compensation to corporate
officers and the beneficial ownership by Jan Telander of in excess of 90% of the
Company’s outstanding common stock. The Board will consider establishing
compensation and nominating committees at the appropriate time.





Stockholder
Communications




The Board
has not established a formal process for stockholders to send communications,
including director nominations, to the Board; however, the names of all
directors are available to stockholders in this report. Any stockholder may send
a communication to any member of the Board of Directors, in care of the Company,
at 380 North Old Woodward Ave., Suite 226, Birmingham, MI 48009 (Attention:
Secretary). Director nominations submitted by a stockholder will be considered
by the full Board. Due to the infrequency of stockholder communications to the
Board, the Board does not believe that a more formal process is
necessary. However, the Board will consider, from time to time, whether
adoption of a more formal process for such stockholder communications has become
necessary or appropriate.





28





Other
Information about our Board of Directors




During
our fiscal year ended April 30, 2010, our Board of Directors did not meet, but
acted by written consent five times.





We do not
have a formal policy on attendance at meetings of our shareholders; however, we
encourage all Board members to attend shareholder meetings that are held in
conjunction with a meeting of our Board of Directors.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Exchange Act requires our director, executive officer and persons
who beneficially own more than ten percent of our outstanding common stock to
file reports with the SEC regarding initial statement of ownership, statement of
changes of ownership and, where applicable, annual statement of ownership of our
common stock.  Such persons are required by SEC regulations to furnish us
with copies of all such statements they file.  For the fiscal year ended
April 30, 2010, we believe that all required filings under Section 16(a) have
been made by our officers and directors.





Code
of Ethics





We have
adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of
the Exchange Act. A copy of this Code may be obtained by requesting a copy in
writing to the Company at 480 North Old Woodward Ave., Suite 226, Birmingham, MI
48009. This Code applies to our directors and executive officers, such as our
principal executive officer, principal financial officer, controller, and
persons performing similar functions for us.





29




Item
11. Executive Compensation.




Summary
Compensation Table




The
following table sets forth all compensation awarded to, earned by, or paid for
all services rendered to the Company during fiscal 2010, 2009 and 2008 by our
Chief Executive Officer and any executive officer who received annual
compensation in salary and bonus combined in excess of $100,000 during those
years. Each person below is referred to as a named executive
officer.




SUMMARY
COMPENSATION TABLE





Name and
                                                Principal
                                                Position
                                                (a)
                                              
                                              Year
                                                (b)
                                              
                                              Salary
                                                ($)
                                                (c)
                                              
                                              Bonus
                                                ($)
                                                (d)
                                              
                                              Stock
                                                Awards
                                                ($)
                                                (e)
                                              
                                              Option
                                                Awards
                                                ($)
                                                (f)
                                              
                                              Non-Equity
                                                Incentive
                                                Plan
                                                Compensa-tion
                                                ($)
                                                (g)
                                              
                                              Change in
                                                Pension
                                                Value and
                                                Nonquali-
                                                fied Deferred
                                                Compensation
                                                Earnings
                                                ($)
                                                (h)
                                              
                                              All
                                                Other
                                                Compen-
                                                sation
                                                (i)
                                              
                                              Total
                                                ($)
                                                (j)Jan
      Telander, CEO (1)
                                              
                                              2010
                                              
                                              
                                              -0-
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              -0-2009
                                              
                                              
                                              -0-
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              -0-Jon
      VanZyll, CEO
                                              
                                              2009
                                              
                                              $
                                              20,977
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              20,9772008
                                              (2)
                                              $
                                              69,108
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              69,108





(1) 
  Mr. Telander became Chief Executive Officer on April 30,
2009.





(2) 
  Compensation shown is for the fiscal year ended December 31,
2008.





Stock
Options Granted and Exercised in The Year Ended December 31, 2008





No stock
option grants were made in the fiscal year ended April 30, 2010.





Director
Compensation





Currently,
our directors do not receive compensation for serving on our Board of
Directors.





Employment
Agreements





Neither
the Company, nor any of our subsidiaries, have entered into an employment
contract with a named executive officer. Furthermore, we do not, nor do any of
our subsidiaries, anticipate entering into an employment contract with any named
executive officer in the near future.





Employee
Benefit Plans





We do not
currently have any type of employee compensation plan for our employees,
officers or directors. Furthermore, we do not anticipate offering any such plans
in the near future.





30




Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The table
below sets forth information regarding the beneficial ownership of our common
stock as of July 26, 2010 by the following individuals or
groups:




•
            each
      person or entity who we know beneficially owns more than 5.0% in the
      aggregate;





•
            each
      of our named executive officers;





•
            each
      of our directors; and





•
            all
      directors and named executive officers as a
  group.





The
percentage of beneficial ownership in the following table is based upon
102,122,528 shares of common stock outstanding as of July 26, 2010. 
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities. 
We do not have any  outstanding options, warrants or other conversion
rights.





Name of Beneficial Owner
                
                Number of Shares
                  Beneficially Owned
                
                
                Approximate
                  Percentage
                  of Class
                  OutstandingJan
      Telander (1)
                  380
      North Old Woodward Ave., S. 226
                  Birmingham,
      MI 48009
                
                
                96,044,985
                
                
                
                94.04
                %Henrik
      Sellmann (2)
                  380
      North Old Woodward Ave., S. 226
                  Birmingham,
      MI 48009
                
                
                500,000
                
                
                
                *All
      officers and directors as a group
                
                
                96,544,985
                
                
                
                94.53
                %





*
            Less
      than 1%.


(1)
            Mr.
      Jan Telander owns an aggregate of 96,044,985 shares beneficially, of which
      151,200 shares are owned directly and 95,893,785 shares are owned
      indirectly through EIG Capital, Ltd., a controlled corporation. EIG
      Capital is the sole stockholder of EIG Venture Capital, Ltd., EIG Capital
      Investments, Ltd. and Sofcon, Ltd., which own directly 95,019,103, 497,197
      and 377,485 shares of the Company's common stock,
      respectively.


(2)
            Mr.
      Sellman owns 500,000 shares of common stock through a controlled company,
      Rupes Futura AB, issued as a commitment fee in connection with the
      purchase by that company of the Company’s $500,000 convertible debenture
      issued on November 5, 2009.  The convertible debenture, commencing
      two years after the date of issuance, is convertible into shares of our
      common stock based on the market prices of our common stock at the time of
      conversion.





Securities
Authorized for Issuance Under Equity Compensation Plans





We do not
currently have any type of equity compensation plan for our employees, officers
or directors. Furthermore, we do not anticipate offering any such plans in the
near future.





31




Item
13. Certain Relationships and Related Transactions, and Director
Independence.




EIG
Venture Capital Ltd. (“EIG”), a company controlled by our Chief Executive
Officer, Jan Telander, agreed to invest $1,000,000 through the purchase of
97,751,710 shares of common stock for $0.01023 per share in three tranches. The
first two tranches were due in July 2009 and December 31, 2009, and the third
tranche is due July 16, 2010.





On
December 1, 2009, we entered into an Amendment to the Subscription Agreement
with EIG. The amendment provides that, in the event EIG did not complete
payment of the full Phase II or Phase III purchase price for the shares of
Common Stock required to be purchased within the time period provided in the
Agreement for the particular Phase, as an additional purchase price for the
shares to be purchased in that particular Phase, EIG would pay a penalty
interest rate of 13.5% per annum on the unpaid balance as of the final purchase
date from that date to the date the shares were purchased. As of April 30, 2010
EIG had purchased all the required shares in Phase I and 4,985,337 shares in
Phase II; 38,123,167 shares in Phase II were subject to penalty interest of
$12,838 as of April 30, 2010. On May 11, 2010, EIG completed its purchase of the
Phase II tranche of 43,108,504 shares of Common Stock for a total purchase price
of $441,000, by the payment to the Company of $390,000 for 38,123,167 shares of
Common Stock with, pursuant to a December 1, 2009 Amendment to the Agreement,
interest in the amount of $18,752, representing interest at the rate of 13.5%
per annum on the unpaid balance of the Phase II subscription from December 31,
2009 (the date by which the Phase II tranche was required to be completed under
the Agreement) to May 11, 2010. On June 1, 2010, EIG purchased 39,100,684 shares
of the Phase III final tranche under the Agreement for $400,000. The Phase III
tranche consists of 48,875,855 shares of Common Stock for a total purchase price
of $500,000 to be purchased by EIG on or before July 16, 2010.




Item
14.  Principal Accountant Fees and Services





The
following table presents fees accrued for audit services and other services
provided by Coulter & Justus, P.C. during fiscal years 2010 and
2009.




2010
                
                
                2009Audit
      Fees
                
                $
                74,569
                
                
                $
                56,870Audit-related
      FeesTax
      Fees
                
                $
                8,600
                
                
                
                2,500All
      Other FeesTotal
      Fees
                
                $
                83,169
                
                
                $
                59,370





Audit
Fees





Audit
fees were for professional services rendered for the audit of our annual
financial statements, the review of the financial statements, services in
connection with our statutory and regulatory filings for fiscal
2010.





Audit-Related
Fees





Audit
related fees were for assurance and related services rendered that are
reasonably related to the audit and reviews of our financial statements for
fiscal 200, exclusive of the fees disclosed as Audit Fees above. These fees
include 10assistance with registration statements and consents not performed
directly in connection with audits.





All
Other Fees





We did
not incur fees for any services, other than the fees disclosed above relating to
audit, audit-related and tax services, rendered during fiscal 2009.





Audit Services. Audit
services include the annual financial statement audit and other procedures
required to be performed by the independent auditor to be able to form an
opinion on our financial statements.





32





Audit-Related
Services. Audit-related services are assurance and related services that
are reasonably related to the performance of the audit or review of our
financial statements which historically have been provided to us by the
independent auditor and are consistent with the SEC’s rules on auditor
independence.





All Other Services.
Other services are services provided by the independent auditor that do not fall
within the established audit, audit-related and tax services
categories.





33




Item
15. Exhibits and Financial Statement Schedules.




(a)(3)
Exhibits





Exhibit No.
              
              Description2.1
              
              Share
      Exchange Agreement, dated March 6, 2001, by and between the Fairfax Group,
      Inc., a Florida corporation, and Diversified Product Inspections, Inc., a
      Florida corporation. (Incorporated by reference to Exhibit 2.1 to the
      Company’s Current Report on Form 8-K, filed with the Commission on March
      6, 2001.)3.1
              
              Certificate
      of Incorporation. (Incorporated by reference to Exhibit 3.1 to the
      Company’s Annual Report on Form 10-K, filed with the Commission on March
      31, 2009.)3.1a
              
              Amendment
      to Certificate of Incorporation, filed July 8, 2009. (Incorporated by
      reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K/A,
      filed with the Commission on September 16, 2009.)3.1b
              
              Certificate
      of Ownership merging the Company’s wholly-owned subsidiary, Progreen
      Properties, Inc., into the Company, effective September 11, 2009.
      (Incorporated by reference to Exhibit 3.7 to the Company’s Current Report
      on Form 8-K, filed with the Commission on July 28,
  2009.)3.1c
              
              Restated
      Certificate of Incorporation of the Company. (Incorporated by reference to
      Exhibit 3.8 to the Company’s Current Report on Form 8-K/A, filed with the
      Commission on September 16, 2009.)3.2
              
              By-Laws
      of the Company. (Incorporated by reference to Exhibit 3.1 to the Company’s
      Annual Report on Form 10-K, filed with the Commission on March 31,
      2009.)3.3
              
              Agreement
      and Plan of Merger, dated December 11, 2008, between the Company and
      Diversified Product Inspections, Inc., a Florida corporation.
      (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report
      on Form 10-K, filed with the Commission on March 31,
  2009.)3.4
              
              Articles
      of Merger of Diversified Product Inspections, Inc., a Florida corporation,
      with the Company, dated December 11, 2008, filed with the Florida
      Secretary of State. (Incorporated by reference to Exhibit 3.4 to the
      Company’s Annual Report on Form 10-K, filed with the Commission on March
      31, 2009.)3.5
              
              Certificate
      of Merger of Diversified Product Inspections, Inc., a Florida corporation,
      with the Company, dated December 11, 2008, filed with the Delaware
      Secretary of State. (Incorporated by reference to Exhibit 3.5 to the
      Company’s Annual Report on Form 10-K, filed with the Commission on March
      31, 2009.)10.5
              
              Settlement
      Agreement and Asset Purchase Agreement dated as of September 30, 2008
      among Diversified Product Inspections, LLC, a Tennessee limited liability
      company, the Company, John Van Zyll, Ann Furlong, and Marvin Stacy,
      Sofcon, Limited, EIG Venture Capital, Limited, and EIG Capital Investments
      Limited, and the First and Second Amendments thereto. (Incorporated by
      reference to Annex A to the Company’s definitive proxy statement for its
      special meeting of shareholders held on March 26, 2009, filed
      on February 13, 2009.)10.6
              
              Subscription
      Agreement, dated July 22, 2009, between the Company and EIG Venture
      Capital, Ltd. (Incorporated by reference to Exhibit 10.6 to the Company’s
      Current Report on Form 8-K, filed with the Commission on July 28,
      2009.)10.6a
              
              (Amendment
      No. 1, dated December 1, 2009, to Subscription Agreement, dated July 22,
      2009, between the Company and EIG Venture Capital, Ltd. (Incorporated by
      reference to Exhibit 10.6a to the Company’s Current Report on Form 8-K,
      filed with the Commission on December 12,
2009.)





34





10.7
              
              Form
      of Subscription Agreement for the Company's 13.5% SecuredConvertible
      Debentures. (Incorporated by reference to Exhibit 10.7 to the Company’s
      Current Report on Form 8-K, filed with the Commission on November 10,
      2009.)10.8
              
              Form
      of the Company’s 13.5% Secured Convertible Debenture. (Incorporated by
      reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K,
      filed with the Commission on November 10, 2009.)14.1
              
              Code
      of Ethics. (Incorporated by reference to Exhibit 14.1 to the Company’s
      Annual Report on Form 10-KSB, filed with the Commission on March 31,
      2006.)31
              
              Certification 
      of Chief Executive Officer and Chief Financial Officer Pursuant to Section
      302 of the Sarbanes Oxley Act of 2002, filed herewith.32
              
              Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to
      18  U.S.C. Section 1350 as adopted pursuant to
      Section  906 of the Sarbanes-Oxley Oxley Act of 2002, filed
      herewith.





SIGNATURES





Pursuant
to the requirements of Section 12(g) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 31, 2010.





PROGREEN
      PROPERTIES, INCDate:
      September 2, 2010
                
                By:
                /s/ Jan TelanderJan
      Telander, Chief Executive Officer, Chief Financial
                  Officer
      and Director





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant in the
capacities indicated, on September 2, 2010.





/s/
      Jan TelanderJan
      Telander, Chief Executive Officer, ChiefFinancial
      Officer and Director





By:
                /s/ Henrik SellmanHenrik
      Sellman, Director





35