ProGreen Properties, Inc. (Form: 10-Q, Received: 03/21/2016 17:34:16)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 10-Q

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

For the quarterly period ended January 31, 2016

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

For the transition period from ____________ to _________________

Commission File Number 000-25429

PROGREEN PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		59-3087128
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6355 E. Surrey Road, Bloomfield, MI		48301
(Address of Principal Executive Offices)		(Zip Code)

(248) 805-3652

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. (Check One):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The number of shares outstanding the issuer's common stock, par value $.0001 per share, was 306,756,732 as of March 14, 2016.

PROGREEN PROPERTIES, INC.

INDEX

		Page
Part I. Financial Information		1

Item 1. Financial Statements		1

Condensed Consolidated Balance Sheets as of January 31, 2016 (unaudited) and as of April 30, 2015		2

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2016 and 2015 (unaudited)		3

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) as of January 31, 2016 (unaudited) and as of April 30, 2015		4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2016 and 2015 (unaudited)		5

Notes to Unaudited Condensed Consolidated Financial Statements		6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		15

Item 3. Quantitative and Qualitative Disclosures about Market Risk		21

Item 4. Controls and Procedures.		21

Part II. Other Information		22

Item 6. Exhibits.		22

Signatures		23

ProGreen Properties, Inc.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended April 30, 2015.

The results of operations for the three and nine months ended January 31, 2016 and 2015 are not necessarily indicative of the results for the entire fiscal year or for any other period.

ProGreen Properties, Inc.

Condensed Consolidated Balance Sheets

	January 31			April 30,
	2016			2015
	(Unaudited)

Assets
Cash	$	41,525		$	99,325
Other receivables - related party		2,915			2,915
Accounts receivable		15,638			27,365
Note receivable - rental property		-			2,137
Prepaid expenses		1,000			3,346
Deposits		-			5,000
Property and equipment:
Vehicles, furniture and equipment, net of accumulated depreciation of $33,927 and $45,347		13,465			24,395
Total assets	$	74,543		$	164,483

Liabilities and Stockholders' Deficit

Accounts payable and accrued expenses	$	156,735		$	100,500
Accrued interest		220,021			165,668
Payable under management agreement		-			36,884
Obligations under capital leases		13,249			19,005
Notes payable		275,256			303,452
Tenant deposits		16,030			18,610
Related party advance		59,000			-
Derivative liability		745,570			-
Convertible notes, net of unamortized discount of $50,794 and $0		28,624			76,000
Convertible debenture		476,000			476,000
Total liabilities		1,990,485			1,196,119
Stockholders' deficit
Preferred stock, $.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $.0001 par value, 250,000,000 shares authorized, 209,843,447 and 110,329,703 outstanding
at January 31, 2016 and April 30, 2015		20,984			11,033
Additional paid in capital		3,367,661			3,189,666
Less: amount due from related party subscriber under subscription agreement		-			(52,961	)
Accumulated deficit		(5,304,587	)		(4,179,374	)
Total stockholders' deficit		(1,915,942	)		(1,031,636	)
Total liabilities and stockholders' deficit	$	74,543		$	164,483

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ProGreen Properties, Inc.

Condensed Consolidated Statements of Operations

UNAUDITED

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2016			2015			2016			2015
Revenues:

Proceeds from sale of properties	$	-		$	-		$	-		$	200,000
Proceeds from sale of properties, related party		-			75,000			-			75,000
Commissions revenue		-			4,750			-			23,995
Management fee revenue		3,686			2,676			10,844			7,241
Construction services revenue		28,874			-			180,476			-
Construction services revenue, related party		-			24,040			-			24,040
Other income		155			150			885			1,554
Total Revenue		32,715			106,616			192,205			331,830
Expenses:
Cost of properties sold		-			-			-			167,444
Cost of properties sold, related party		-			73,688			-			73,688
Cost of construction services		29,354			-			167,108			-
Cost of construction services, related party		-			21,855			-			21,855
Rental property operating costs		1,297			124			3,038			394
Reserve for rent guarantee (recovery)		-			-			(10,000	)		1,250
Advertising		243			1,048			484			2,281
Depreciation		2,281			3,398			9,077			10,194
Compensation expense		2,125			11,125			9,375			21,542
General & administrative		48,190			52,767			147,102			156,702
Professional fees		73,501			46,011			171,485			135,014
Total operating expenses		156,991			210,016			497,669			590,364

Operating loss		(124,276	)		(103,400	)		(305,464	)		(258,534	)
Other expenses and income:
Interest expense		(72,970	)		(25,270	)		(166,699	)		(84,573	)
Interest income		(102	)		57			(17	)		211
Bad Debt Expense		(2,137	)		-			(2,137	)		-
Gain on Sale of Asset		8,147			-			8,147			-
Derivatives loss		(664,820	)		-			(659,043	)		-
Loss before income tax expense		(856,158	)		(128,613	)		(1,125,213	)		(342,896	)
Income tax expense		-			-			-			-
Net Loss	$	(856,158	)	$	(128,613	)	$	(1,125,213	)	$	(342,896	)
Net loss per share - basic and fully diluted	($	0.01	)	($	0.00	)	($	0.01	)	($	0.00	)
Weighted average shares outstanding - basic and fully diluted		164,888,511			104,329,703			141,013,688			104,329,703

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ProGreen Properties, Inc.

Condensed Consolidated Statement of Stockholders' Deficit

UNAUDITED

	Number of							Amount Due
	Shares				Additional			Under						Net
	Issued and		Common		Paid In			Subscription			Accumulated			Stockholders'
	Outstanding		Stock		Capital			Agreement			Deficit			Deficit

Balance at April 30, 2015		110,329,703	$	11,033	$	3,189,666		$	(52,961	)	$	(4,179,374	)	$	(1,031,636	)

Amount due from subscriber under subscription agreement						1,038			(1,038	)
Amount received from subscriber under subscription agreement									53,999						53,999
Stock issued under convertible debenture		92,013,744		9,201		60,434									69,635
Derivative liability extinguished on conversion						102,645									102,645
Reclass of APIC to derivative due to tainting						(260,941	)								(260,941	)
Reclass from derivative to APIC due to tainting ended						212,694									212,694
Stock issued under services contracts		7,500,000		750		52,750									53,500
Compensation - restricted stock units						9,375									9,375
Net loss												(1,125,213	)		(1,125,213	)

Balance at January 31, 2016		209,843,447	$	20,984	$	3,367,661		$	-		$	(5,304,587	)	$	(1,915,942	)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ProGreen Properties, Inc.

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

	Nine Months Ended
	January 31,
	2016			2015
Cash provided by (used in) operating activities
Net loss	$	(1,125,213	)	$	(342,896	)
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation - restricted stock units		9,375			21,542
Depreciation		9,077			10,194
Bad debt expense		2,137			-
Gain on sale of asset		(8,147	)		-
Gain on sale of properties		-			(33,868	)
Loss on derivatives		659,043			-
Amortization of discounts on debenture to related party		-			4,031
Amortization of discounts on convertible notes		93,464			-
Acquisition and development of properties		-			(134,296	)
Proceeds from sale of properties		-			75,000
Common shares issued for services		53,500			-
Changes in operating assets and liabilities:
Accounts receivable		11,727			2,136
Prepaid expenses		2,346			(4,734	)
Deposits		2,420			-
Accounts payable and accrued expenses		112,308			96,380
Payable under management agreement		(36,884	)		23,026
Cash used in operating activities		(214,847	)		(283,485	)

Cash provided by investing activities
Proceeds from sale of asset		10,000			-
Advance note receivable		-			1,159
Cash provided by investing activities		10,000			1,159

Cash provided by (used in) financing activities
Proceeds from notes payable		-			96,329
Repayment of notes payable		(28,196	)		-
Proceeds from advance related party		59,000			-
Repayment of notes payable related party		-			(40,000	)
Proceeds from convertible debentures		68,000			43,000
Decrease in obligations under capital leases		(5,756	)		(9,572	)
Collection of amount due under stock subscription		53,999			109,120
Cash provided by financing activities		147,047			198,877

Net change in cash		(57,800	)		(83,449	)
Cash at beginning of period		99,325			176,760
Cash at end of period		41,525			93,311
Supplemental information:
Cash paid for interest	$	17,162		$	24,886

Noncash investing and financing transactions:
Noncash transaction: consolidation of note payable	$	261,150		$	-
Noncash transaction: stock issued under convertible debenture	$	69,635		$	-
Noncash transaction: discount on derivatives	$	140,925		$	-
Noncash transaction: derivative liability extinguished on conversion	$	102,645		$	-
Noncash transaction: reclass of APIC to derivative due to tainting	$	(260,941	)	$	-
Noncash transaction: reclass from derivative to APIC due to tainting ended	$	212,694		$	-
Noncash transaction: proceeds from notes payable upon sale of properties	$	-		$	184,322
Noncash transaction: repayment of notes payable upon sale of properties	$	-		$	350,000
Noncash transaction: payment of accrued interest payable upon sale of properties	$	-		$	20,219

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 1. Financial Statement Presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements and they should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended April 30, 2015 (the “Annual Report”). The accompanying interim financial statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and nine month periods ended January 31, 2016, are not necessarily indicative of the results that may be expected for the year ending April 30, 2016.

Basis of Presentation

The Company’s significant accounting policies are summarized in Note 1 of the Annual Report. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the interim unaudited condensed consolidated financial statements. There were no significant changes to these accounting policies during the three months ended January 31, 2016, and the Company does not expect the adoption, as applicable, of other recent accounting pronouncements will have a material impact on its financial statements.

Fair Value of Financial Instruments

The Company records convertible debt at fair value on a recurring basis. Estimated fair values of the Company's convertible debt and derivatives liability were calculated based upon quoted market prices. See Notes 7, 8, and 9.

Going Concern

The Company’s unaudited condensed consolidated financial statements for the period ended January 31, 2016, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the success of management’s plans and the Company’s ability to use its common stock to raise working capital. At January 31, 2016, the Company had outstanding three convertible notes in the aggregate principal amount of approximately $28,600 all of which notes provide for the holder to convert outstanding principal and accrued interest on the holder’s note at a discount from the market price of our common stock. In addition the Company had outstanding a convertible debenture in the aggregate principal amount of approximately $476,000. We expect conversions of outstanding convertible notes to depress the market prices of our common stock for the next nine months to one year and to dilute substantially the ownership of our common stock by existing holders. The accompanying unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities in the event management’s plans are not successful.

The Company will continue to incur costs that are necessary for it to remain an active public company. In the current fiscal year, the Company used approximately $215,000 of cash to support its operations, and such cash needs are expected to continue in the upcoming year. As of January 31, 2016, the Company has approximately $42,000 in cash.

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 1. Financial Statement Presentation– continued

Reclassifications

Certain amounts in previous periods have been reclassified to conform to fiscal year ending 2016 classifications.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (the “ASU”). The ASU requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The ASU allows for early adoption, however, management is currently evaluating the potential impact of these changes in the consolidated financial statements of the Company.

We do not expect that any other recently issued accounting pronouncements will have a material impact on our consolidated financial statements.

Note 2. Note receivable - rental property

On August 21, 2012 the Company sold one property with a sales price of $60,000 of which $10,000 was financed by the Company which is recorded as a note receivable with a balance of $0 and $2,137 as of January 31, 2016 and April 30, 2015, respectively. During the current quarter management determined the note is uncollectible and it was written off in full. The amount of $2,137 was charged to bad debt expense in the nine months ended January 31, 2016.

Note 3. Payable Under Management Agreement

ProGreen Management has entered into management agreements with certain property owners whereby the Company manages, leases, operates, maintains and repairs the properties for which it receives a management fee of ten percent of the monthly rent. ProGreen Management collects rent and remits the property owners’ portion of collected rent, net of a management fee to the owners. At January 31, 2016 and April 30, 2015 net rent amounts due totaled $0 and $36,884 respectively.

In addition, for certain properties the Company guaranteed rents, in accordance with the terms of each lease, through various dates through January 1, 2016. During this fiscal year, the rent guarantees expired with no payments required, thus the recorded reserves in the amount of $10,000 were reversed and included in reserve for rent recovery in the accompanying Unaudited Condensed Consolidated Statement of Operations for the nine months ended January 31, 2016. Recorded reserves totaled $10,000 as of April 30, 2015 which are included in accounts payable and accrued expenses in the accompanying Unaudited Condensed Consolidated Balance Sheet.

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 4. Notes Payable

The Company is indebted as follows:

	January 31,		April 30,
	2016		2015
Note Payable to City of Southfield dated October 29, 2014 bears a fixed rate of interest of 3.00% and requires interest only annual payments for the first three years of the note. Commencing in year four principal and interest are due in fifteen annual installments. The note payable is secured by a property located at 23270 Helen Street, Southfield Michigan.	$	6,000	$	6,000

Note Payable to City of Southfield dated September 19, 2014 bears a fixed rate of interest of 3.00% and requires interest only annual payments for the first three years of the note. Commencing in year four principal and interest are due in fifteen annual installments. The note payable is secured by a property located at 23270 Helen Street, Southfield Michigan.		8,106		8,106

Note Payable to AMREFA dated June 25, 2015 bears a fixed rate of interest of 8.00%. Payments plus accrued interest are due biannually as follows; January 15, 2016 $61,150, July 15, 2016 $65,000, January 15, 2017 $65,000 and July 15, 2017 $70,000. The note payable is guaranteed by a majority shareholder.		261,150		-

Note Payable to AMREFA dated March 6, 2015 bears a fixed rate of interest of 8.00% and requires no monthly payments. The principal and interest are due on or before March 6, 2016. The note payable is unsecured.		-		22,800

Note Payable to AMREFA dated January 8, 2015 bears a fixed rate of interest of 8.00% and requires no monthly payments. The principal and interest are due on or before January 8, 2016. The note payable is unsecured.		-		67,750

Note Payable to AMREFA dated October 1, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments. The principal and interest are due on or before October 1, 2015. The note payable is unsecured.		-		27,009

Note Payable to AMREFA dated October 1, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments. The principal and interest are due on or before October 1, 2015. The note payable is unsecured.		-		75,457

Note Payable to AMREFA dated June 25, 2014 bears a fixed rate of interest of 8.00% and requires no monthly payments. The principal and interest are due on or before June 25, 2015. The note payable is unsecured.		-		96,330

	$	275,256	$	303,452

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 4. Notes Payable - continued

On March 8, 2016, the Company restructured its working arrangements with AMREFA. As a result of this restructuring AMREFA converted $70,000 of Progreen’s outstanding debt and all accrued interest on the debt to AMREFA in exchange for shares of Series B Preferred Stock and the delivery of a non-interest bearing Mortgage Note, for the amount of $200,000 (representing the balance of the debt owed to AMREFA). Also the existing Note payable to AMREFA was paid in full and cancelled as of the March 8, 2016 effective date of the transaction.

See Note 13.

Note 5. Related Party Advance

In July 2015 EIG, a major shareholder of the Company, advanced the Company $46,000. In November 2015 EIG advanced the Company an additional $13,000. By agreement, which is in negotiation, between EIG and the Company, these advances have no established repayment terms nor do they earn interest. Related party advance totaled $59,000 at January 31, 2016. See Note 13.

Note 6. Fair Value Measurement

The Company utilizes the accounting guidance for fair value measurements and discloses for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period.

The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820, "Fair Value Measurements and Disclosures", establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:

Level 1 - Observable inputs such as quoted market prices in active markets.

Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable.

Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of January 31, 2016, the Company held certain financial instruments that are measured at fair value on a recurring basis. These consisted of convertible debt totaling $504,624 with a derivative liability totaling $745,570 at January 31, 2016 which are categorized as Level 3. The related loss on derivatives totaled $659,043 for the nine month period ended January 31, 2016.

Note 7 - Derivative Liability

During the nine months ended January 31, 2016, the Company identified conversion features embedded within its convertible debt. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Therefore, the fair value of the derivative instruments have been recorded as liabilities on the balance sheet with the corresponding amount recorded as discounts to the Notes. Such discounts will be accreted from the issuance date to the maturity date of the Notes. The change in the fair value of the derivative liabilities will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. The fair value of the embedded derivative liabilities were determined using the Black-Scholes valuation model on the issuance dates with the assumptions in the table below.

The fair value of the Company’s derivative liabilities at January 31, 2016 is as follows:

April 30, 2015 balance	$	-
Discount on Debt		140,925
Derivative liability extinguished on conversion		(102,645	)
Reclass of APIC to derivative due to tainting		260,941
Reclass from derivative to APIC due to tainting ended		(212,694	)
Fair value mark - to market adjustment		659,043
Derivatives liability, net of discount	$	745,570

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 7 - Derivative Liability - continued

In the second quarter of fiscal 2016 the KBM Note had a variable conversion price resulting in a derivative liability of $139,785 being reclassed from equity to liability which further resulted in a discount on the all of the convertible notes of $70,928 and a day one loss of 23,365. The KBM note was later converted resulting in $212,694 of derivative liability being reclassified to equity.

The JMJ note in September 2015 had a variable conversion price resulting in a derivative of liability of $ 121,156 being reclassed from equity to liability which further resulted in a discount on the Note of $69,997 and a day one loss of 22,083.

The change in fair value of all derivatives for the nine months was $613,595 and when added to the day one loss of $45,448 above, the loss for the nine months totaled $695,043.

The fair values at the commitment dates and remeasurement dates for the convertible debt treated as derivative liabilities are based upon the following estimates and assumptions made by management for the nine months ended January 31, 2016:

Exercise prices		See Notes 8 and 9
Expected dividends		0%
Expected Volatility		138%- 972%
Expected terms		See Notes 8 and 9
Discount rate		.04%-.75%

See Notes 8 and 9.

Note 8 - Convertible Notes

Effective September 10, 2015 the Company entered into a Convertible Promissory Note (“JMJ Note”) with JMJ Financial pursuant to which the Company issued JMJ Financial a convertible note in the amount of $250,000 with an original issue discount in the amount of $25,000. The principal amount due JMJ is based on the consideration paid. The maturity date is two years from the effective date of each payment. On September 10, 2015 the Company received consideration of $30,000 for which an original issue discount of $3,333 was recorded. There were no additional borrowings under the JMJ Note during the quarter ended January 31, 2016. The Company did not repay the JMJ Note on or before 90 days from the effective date, thus the Company may not make further payments on this JMJ Note prior to the maturity date and a one-time interest charge of 12% was applied to the principal amount. The JMJ Note provides JMJ Financial the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the average of two lowest trade prices in the 20 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation an additional discount of $30,000 was recorded. Amortization of the related discount totaled $26,158 for the nine months ended January 31, 2016. The principal balance due, net of the amortized discount under the JMJ Note was $7,175 at January 31, 2016. The effective interest rate on the JMJ Note as a result of the discount was 37.25% which resulted in interest expense of approximately $11,176 for the period ending January 31, 2016. Accrued interest due under the JMJ Note totaled $4,000 at January 31, 2016.

On May 26, 2015 KBM converted $12,000 of the KBM Convertible Note into a total of 1,967,213 shares of Common Stock at a fair value of $.0061 per share. On July 20, 2015 KBM converted $16,135 of the KBM Convertible Note into a total of 5,204,839 shares of Common Stock at a fair value of $.0031 per share. On August 14, 2015 KBM converted $8,730 of the KBM Convertible Note into a total of 6,235,714 shares of Common Stock at a fair value of $.0014 per share. On August 17, 2015 KBM converted $7,855 including accrued interest of $1,720 of the KBM Convertible Note into a total of 5,610,714 shares of Common Stock at a fair value of $.0014 per share. Amortization of the related discount totaled $42,670 for the nine months ended January 31, 2016. There was no remaining principal balance or accrued interest due under the KBM Convertible Note at January 31, 2016. See Note 11.

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 8 - Convertible Notes – continued

Effective March 25, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires pursuant to which the Company issued Vis Vires a convertible note in the amount of $33,000, bearing interest at the rate of 8% per annum (the “March 2015 Vis Vires Convertible Note”). During the nine months ended January 31, 2016 Vis Vires converted $24,915 of the March 2015 Vis Vires Convertible Note into a 2015 total of 72,995,264 shares of Common Stock at a fair value as follows:

Conversion Date	Number of Shares of Common Stock		Principal Amount Converted		Price per Share
September 24, 2015		13,655,738	$	8,330	$	0.00061
December 29, 2015		15,020,833		3,605	$	0.00024
December 30, 2015		15,020,833		3,605	$	0.00024
January 13, 2016		18,027,027		6,670	$	0.00037
January 29, 2016		11,270,833		2,705	$	0.00024
Totals - Nine Months ended January 31, 2016		72,995,264	$	24,915

See Note 11. Amortization of the related discount totaled $7,899 for the nine months ended January 31, 2016. The principal balance due under the March Vis Vires Convertible Note, net of the amortized discount was $186 at January 31, 2016.

Effective May 11, 2015, the Company entered into a second Securities Purchase Agreement with Vis Vires pursuant to which the Company issued Vis Vires a convertible note in the amount of $38,000, bearing interest at the rate of 8% per annum (the “May 2015 Vis Vires Convertible Note”)”. The May 2015 Vis Vires Convertible Note provides Vis Vires the right, during the period beginning on the date which is one hundred eighty (180) days following the date of the Vis Vires Convertible Note, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at a 39% discount from the market price of the common stock and is payable, together with interest thereon, on April 23, 2016. The Company can repay the Vis Vires Convertible Note prior to maturity (or conversion), provided that it pays 110% of such the outstanding principal amount and accrued and unpaid interest thereon) if the note is repaid within the first 30 days after the issuance date. The prepayment penalty increases to 115% if repayment is during the period which is 31 to 60 days after the issuance date; 120%, if repayment is during the period which is 61 to 90 days after the issuance date; 125%, if repayment is during the period which is 91 to 120 days after the issuance date; 130%, if repayment is during the period which is 121 days to 150 days after the issuance date and 135% if repayment is during the period which is 151 days to 180 days after the issuance date. After 180 days have elapsed from the issuance date, the Company has no right to prepay the Vis Vires Convertible Note. Amortization of the related discount totaled $16,737 for the nine months ended January 31, 2016. The principal balance due, under the May 2015 Vis Vires Convertible Note, net of the amortized discount, was $21,263 at January 31, 2016.

Accrued interest for both Vis Vires Convertible Notes totaled $4,174 at January 31, 2016.

The KBM convertible notes’ variable conversion rates qualified the convertible notes for derivative accounting. Consequently, the derivative liability was marked to market as of the conversion dates. This tainted all other outstanding convertible notes which resulted in the conversion option on these notes to be bifurcated and accounted for as derivative liabilities. On August 17, 2015 the remainder of the KBM convertible notes’ balances was converted to Company Common Stock which untainted the other convertible debt. The September 10, 2015 JMJ Note retained all the other outstanding convertible notes. At January 31, 2016 the derivative liability balance was $745,569 amortization of the derivative discount totaled $140,925 and the derivative loss totaled $659,043 for the current fiscal period. See Notes 7 and 9.

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 9 - Convertible Debenture

The effective interest rate on the convertible debenture as a result of discounts was 13.50% and 15.13 % which resulted in interest expense of approximately $48,600 and $55,100 for the periods ended January 31, 2016 and 2015, respectively. Accrued interest due totaled approximately $199,300 and $150,700 at January 31, 2016 and April 30, 2015, respectively. The balance due totaled $476,000 at January 31, 2016 and April 30, 2015. See Notes 7, 8 and 13.

Note 10 - Related Party Subscription Agreement

In connection with the related party Subscription Agreement, in the nine months ended January 31, 2016 the Company recorded $1,038 of interest. The remaining balance of the purchase price and the applicable interest in the amount of approximately $54,000 was received on July 3, 2015 to complete payment of the Phase III purchase price.

Note 11 - Common Stock

On May 7, 2015 2,500,000 shares of Common Stock which was recorded at fair value of $ .010 per common stock share, were issued to an outside investor in payment of professional services in the amount of $ 25,000.

On June 4, 2015 5,000,000 shares of Common Stock, which was recorded at fair value of $ .00057 per common stock share, were issued to an outside investor in payment of professional services in the amount of $28,500.

On August 14, 2015 KBM converted $8,730 of the KBM Convertible Note into a total of 6,235,714 shares of Common Stock at a fair value of $.0014 per share. On August 17, 2015 KBM converted $6,135 plus accrued interest of $1,720 of the KBM Convertible Note into a total of 5,610,714 shares of Common Stock at a fair value of $.0014 per share. See Note 8.

On September 24, 2015 Vis Vires converted $8,330 of the March 2015 Vis Vires Convertible Note into a total of 13,655,738 shares of Common Stock at a fair value of $.00061 per share. See Note 8.

On December 29, 2015 Vis Vires converted $3,605 of the March 2015 Vis Vires Convertible Note into a total of 15,020,833 shares of Common Stock at a fair value of $.00024 per share. See Note 8.

On December 30, 2015 Vis Vires converted $3,605 of the March 2015 Vis Vires Convertible Note into a total of 15,020,833 shares of Common Stock at a fair value of $.00024 per share. See Note 8.

On January 13, 2016 Vis Vires converted $6,670 of the March 2015 Vis Vires Convertible Note into a total of 18,027,027 shares of Common Stock at a fair value of $.00037 per share. See Note 8.

On January 29, 2016 Vis Vires converted $2,705 of the March 2015 Vis Vires Convertible Note into a total of 11,270,833 shares of Common Stock at a fair value of $.00024 per share. See Note 8.

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 12 - Employee Stock Option Plan

Restricted Stock Units

For the nine month period ended January 31, 2016 compensation expense relating to RSUs was recorded as follows:

	January 31,
	2016
Number of restricted stock units issued on June 1, 2012		3,600,000
Stock price on grant date	$	0.03
Vesting Period		3 years
Estimated fair value at issuance	$	108,000

May 1, 2015 through January 31, 2016 Compensation Expense	$	3,000

Number of restricted stock units issued on December 3, 2012		600,000
Stock price on grant date	$	0.03
Vesting Period		4 years
Estimated fair value at issuance	$	18,000

May 1, 2015 through January 31, 2016 Compensation Expense	$	3,375

Number of restricted stock units issued on June 1, 2014		600,000
Stock price on grant date	$	0.02
Vesting Period		3 years
Estimated fair value at issuance	$	12,000

May 1, 2015 through January 31, 2016 Compensation Expense	$	3,000

Total compensation expense	$	9,375

Note 13 - Subsequent Events

Subsequent to January 31, 2016 Vis Vires converted the remainder of the Vis Vires Convertible Notes, in the amount of $46,085, into 82,338,285 shares of Common Stock.

Subsequent to January 31, 2016 JMJ converted a portion of the JMJ Note, in the amount of $3,498, into 14,575,000 shares of Common Stock.

ProGreen Properties, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2016

Unaudited

Note 13 - Subsequent Events – continued

Restructure of Rupes Futura Debenture and EIG Debt

On February 9, 2016, the Board of Directors of the Company authorized a new series of preferred stock, the Series A Convertible Preferred Stock, with a stated value of $1.00 per share, and we filed a Certificate of Designations for the Series A Preferred Stock with the Secretary of State of Delaware on February 17, 2016. Also, effective on February 9, 2016, our Board approved and the Company entered into two agreements with the Company’s largest stockholder, EIG Venture Capital Ltd (EIG), to reduce the amount of the Company’s outstanding debt, and improve our balance sheet. First, EIG assumed all of the Company’s obligations under the 13.5% convertible debenture of the Company due to Rupes Futura AB (Sweden), which has agreed to assumption of the convertible debenture obligations by EIG. The outstanding principal of the debenture, together with two years of accumulated unpaid interest, totals $608,031, and EIG was compensated by the issuance of shares of Series A Preferred Stock with a total stated value equal to that of the principal and accrued interest of the debt assumed. See Note 9.

Second, the Company negotiated a debt conversion agreement effective February 9, 2016 with EIG, under which $59,000 of non-interest bearing advances made to the Company by EIG in July and November 2015 were converted into shares of Series A Preferred Stock with a total stated value of $59,000. See Note 5.

Subscription Agreements for Shares of Series A Preferred Stock

The Company has entered into subscription agreements with three stockholders, Jan Telander, the Company’s President and CEO; Ulf Telander, the CEO of EIG; and Frederic Telander, the CEO of SolTech Energy Sweden AB, which provides solar energy solutions for all types of properties. The subscription agreements provide for the investment in the Company by each of the three stockholders of $100,000 through the purchase of 100,000 shares each of Series A Preferred Stock, such purchases to be completed on or before April 30, 2016.

Baja California Joint Venture Agreement

In connection with expanding our real estate development operations to include Baja California, Mexico, on February 12, 2016, we signed a definitive joint venture agreement with INMOBILIARIA CONTEL S.R.L.C.V. (CONTEL) for the first tract of land of approximately 300 acres for agriculture use, as well as a Debt Mortgage Guarantee for the initial amount of $300,000 for the joint venture.

Restructure of Amrefa Debt and Purchase of AMREFA Properties

On March 8, 2016, the Company restructured its working arrangements with AMREFA through entry into a purchase agreement, amended March 16, 2016, with AMREFA for the purchase of AMREFA’s U.S. subsidiary, ARG LLC, which holds real estate properties in Birmingham, Michigan, that were purchased by AMREFA and which we have managed for AMREFA. We paid the purchase price of $1,285,000 by the issuance to AMREFA of 8,093,541 shares of a new Series B Preferred Stock. AMREFA also converted $70,000 of Progreen’s outstanding debt and all accrued interest on the debt to AMREFA in exchange for 441,084 shares of Series B Preferred Stock and the delivery of a non-interest bearing Mortgage Note to the Seller, for the amount of $200,000 (representing the balance of the debt owed to AMREFA) secured by a mortgage on one of the ARG LLC properties. The existing 8% Note of the Company payable to AMREFA was paid in full and cancelled as of the March 8, 2016 effective date of the transaction, in consideration of Progreen’s deliveries of said $200,000 Mortgage Note together with the 441,084 shares of Series B Preferred Stock. See Note 4. The Company has authorized the issuance of an aggregate of 8,534,625 shares of the Series B Preferred Stock to AMREFA in these transactions.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

GENERAL

Throughout this Form 10-Q, 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.

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

The Company maintained its conduct of investigations and laboratory analyses operations until the April 30, 2009 closing of a Settlement and Asset Purchase Agreement (the “Agreement”). 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 the 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 October 28, 2009 when we acquired a condominium unit in suburban Detroit, Michigan.

OUR BUSINESS

The purchase of a condominium unit on July 28, 2009 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.

Our business model since our initial property purchases has been to acquire, refurbish and upgrade existing properties into more environmentally sustainable, 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, the property would be put back on the market, but now as a fully managed investment property, with a favorable environmental profile and yield. These investment properties are marketed exclusively by ProGreen Realty LLC, a wholly-owned subsidiary of ProGreen and managed by ProGreen Properties Management LLC, another wholly owned subsidiary.

On July 19, 2013, the Company entered into an Investment Agreement with AMREFA, which provided for 100% property acquisition and refurbishment financing by in the form of property loans, and that the properties would show a minimum initial return of 9.5% per annum and then be sold income producing investment properties, managed by ProGreen. Effective December 22, 2014 the Company entered into an interim operating agreement (the “Interim PAJV Operating Agreement”) with American Residential GAP, LLC (“ARG”) to form PAJV LLC (“PAJV”), a Michigan limited liability company. American Residential Fastigheter AB (“AMREFA”) is ARG’s sole member. The Company and ARG each owned 50% of PAJV. There were no capital contributions. During the year ended April 30, 2015 the Company sold its remaining property under development in the amount of $73,688 to PAJV. The selling price was $75,000. Our agreement with AMREFA was restructured through a March 15, 2015, amendment to the Investment Agreement with AMREFA, superseding the December 2014 Interim PAJV Operating Agreement. The amendment provided for ARG LLC (the U.S. real estate subsidiary) to fund 100% of all financing requirements for real estate projects, which would be owned by specific joint ventures or ARG LLC, with Progreen handling everything from acquisition to sale and receiving a profit participation payment for a return on the property above 9.5%.

Purchase of Investment Properties from AMREFA

On March 8, 2016, the Company restructured its working arrangements with AMREFA through entry into a purchase agreement, amended March 16, 2016, with AMREFA for the purchase of AMREFA’s U.S. subsidiary, ARG LLC, which holds real estate properties in Birmingham, Michigan, that were purchased by AMREFA and which we have managed for AMREFA. The purchase price for ARG LLC was $1,285,000 (the net asset value of that company, as determined by the parties), which was paid by the issuance to AMREFA of 8,093,541 shares of a new Series B Convertible Preferred Stock (“Series B Preferred Stock”) of Progreen. The stated value, for purposes of liquidation or redemptions, of the shares of Series B Preferred Stock to be issued to AMREFA equals the purchase price for ARG LLC. AMREFA also converted $70,000 of Progreen’s outstanding debt and all accrued interest on the debt to AMREFA in exchange for 441,084 shares of Series B Preferred Stock the delivery of a non-interest bearing Mortgage Note to the Seller, for the amount of $200,000 (representing the balance of the debt owed to AMREFA) secured by a mortgage on the property owned by ARG known as Kinsel. The existing 8% Note of Buyer payable to AMREFA was paid in full and cancelled as of the March 8, 2016 effective date of the transaction, in consideration of Progreen’s deliveries of said $200,000 Mortgage Note together with the 441,084 shares of Series B Preferred Stock.

The Company authorized the issuance of an aggregate of 8,534,625 shares of the Series B Preferred Stock to AMREFA in these transactions.

The Company believes that the AMREFA transactions will contribute substantially to our financial liquidity in our real estate operations in Michigan.

Baja California Joint Venture Agreement

The agreement provides for CONTEL to contribute the land to the JV at extremely low cost and favorable terms, as well as handling all planning, permits, preparation and construction, in order for the property to be marketed as prime farm land. Progreen will be responsible for providing the financing. Resulting profits from the resale of the property as developed farm land will be split equally between the two parties. Work on this first tract of land has already commenced, which will include clearing and levelling of the land, construction of a large water reservoir and piping for irrigation. Water pumps will be powered by solar energy for sustainability. We anticipate completing the work over the coming two months, in order to offer the land for sale for this season’s farming.

RESULTS OF OPERATIONS

Three months Ended January 31, 2016 Compared to Three months Ended January 31, 2015

During the three months ended January 31, 2016, we incurred a net loss of approximately $856,000 compared to a net loss of approximately $129,000 for the three months ended January 31, 2015. Revenue decreased approximately $74,000 in the three months ended January 31, 2016 compared to the three months ended January 31, 2015. Proceeds from the sale of properties, related party decreased to $0 as compared to $75,000 during the three months ended January 31, 2015 due to a decrease in proceeds from the sale of one property in the amount of $75,000 to PAJV, a related party in the quarter ended January 31, 2015. There were no such sales during the three months ended January 31, 2016. Commission revenue decreased to $0 as compared to $4,700 during the three months ended January 31, 2015. The Company received commissions on the sale of one property, and commissions on the purchase of four properties in the three months ended January 31, 2015. There were no such commissions earned during the three months ended January 31, 2016. Revenue also decreased due to a decrease in revenue from construction services, related party from approximately $24,000 in three months ended January 31, 2015 to $0 in the three months ended January 31, 2016, as a result of the Company’s services to PAJV, a related party. Effective March 15, 2015 the Company is no longer an owner in PAJV, thus there were no such sales in the current quarter.

The decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in three months ended January 31, 2015 to approximately $29,000 in the three months ended January 31, 2016, as a result of the Company’s formation of the construction company subsidiary and its services to ARG LLC.

There have been fluctuations in certain expenses in the three months ended January 31, 2016, as compared to the three months ended January 31, 2015. In the three months ended January 31, 2016 cost of properties sold, related party decreased to $0 as compared to approximately $74,000 in the three months ended January 31, 2015 due to the sale of one property to PAJV in the quarter ended January 31, 2015. There were no properties sold to PAJV in the current quarter. In the three months ended January 31, 2016 cost of construction services increased to approximately $29,000 as compared to $0 in the three months ended January 31, 2015, as a result of the Company’s formation of the construction company subsidiary and its services to ARG LLC. In the three months ended January 31, 2016 cost of construction services, related party decreased from approximately $22,000 in three months ended January 31, 2015 to $0 in the three months ended January 31, 2016. The costs incurred in the prior period related to the Company’s services to PAJV, a related party. Effective March 15, 2015 the Company is no longer an owner in PAJV, thus there were no such costs in the current quarter.

Compensation expense decreased approximately $9,000 for the three months ended January 31, 2016 as compared to the comparable prior period. This decrease is attributable to the full vesting of a portion of restricted stock units (“RSUs”) in the current period as compared to the comparable prior quarter.

General and administrative expenses decreased approximately $5,000 for the three months ended January 31, 2016 as compared to the comparable prior period due to decreased Company activity in the three months ended January 31, 2015.

Professional fees increased approximately $27,500 for the three months ended January 31, 2016 as compared to the comparable prior period mainly due to increased outside consulting and legal fees for the three months ended January 31, 2015 due to the Company’s funding sources and ongoing search for equity and financing sources for the nine months ended January 31, 2016.

Interest expense increased approximately $48,000 for the three months ended January 31, 2016 as compared to the comparable prior period mainly due to increased convertible debt in the current quarter and the related interest and amortization of debt discounts for the three months ended January 31, 2016.

Bad debt expense increased from $0 in the comparable prior period to approximately $2,100 for the three months ended January 31, 2016 due to the write off of the note receivable rental property which management deemed uncollectible in the current quarter.

Gain on sale of asset increased from $0 in the comparable prior period to approximately $8,100 for the three months ended January 31, 2016 due to the sale of a vehicle in the current quarter.

Derivatives loss increased from $0 in the comparable prior period to approximately $665,000 for the three months ended January 31, due to the derivatives loss on the tainting of convertible debt in the current quarter.

Nine months Ended January 31, 2016 Compared to Nine months Ended January 31, 2015

During the nine months ended January 31, 2016, we incurred a net loss of approximately $1,125,000 compared to a net loss of approximately $343,000 for the nine months ended January 31, 2015. Revenue decreased approximately $140,000 in the nine months ended January 31, 2016 compared to the nine months ended January 31, 2015. Proceeds from the sale of properties decreased to $0 as compared to $200,000 during the nine months ended January 31, 2015. The Company sold two properties in the nine months ended January 31, 2015. There were no such sales during the nine months ended January 31, 2016. Proceeds from the sale of properties, related party decreased to $0 as compared to $75,000 during the nine months ended January 31, 2015 due to a decrease in proceeds from the sale of one property in the amount of $75,000 to PAJV, a related party in the quarter ended January 31, 2015. There were no such sales during the nine months ended January 31, 2016. Commission revenue decreased to $0 as compared to approximately$24,000 during the nine months ended January 31, 2015. The Company received commissions on the sale of three Company owned properties and on one managed property in the nine months ended January 31, 2015. There were no such commissions earned during the nine months ended January 31, 2016. Revenue also decreased due to a decrease in revenue from construction services, related party from approximately $24,000 in nine months ended January 31, 2015 to $0 in the nine months ended January 31, 2016, as a result of the Company’s services to PAJV, a related party. Effective March 15, 2015 the Company is no longer an owner in PAJV, thus there were no such sales in the current quarter.

The decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in the nine months ended January 31, 2015 to approximately $180,000 in the nine months ended January 31, 2016, as a result of the Company’s formation of the construction company subsidiary and its services to ARG LLC. Management fee revenue also increased from approximately $7,200 in the nine months ended January 31, 2015 to approximately $10,800 in the nine months ended January 31, 2016 due to the addition of thirteen managed properties in the current fiscal period.

There have been fluctuations in certain expenses in the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015. In the nine months ended January 31, 2016 cost of properties sold decreased to $0 as compared to approximately $167,000 in the nine months ended January 31, 2015 due to the sale of no properties in the current period. In the nine months ended January 31, 2016 cost of properties sold, related party decreased to $0 as compared to approximately $74,000 in the nine months ended January 31, 2015 due to the sale of one property to PAJV in the nine months ended January 31, 2015. There were no properties sold to PAJV in the current period. Cost of construction services increased from $0 in the nine months ended January 31, 2015 to approximately $167,000 in the nine months ended January 31, 2016, as a result of the Company’s formation of the construction company subsidiary and its services to ARG LLC. In the nine months ended January 31, 2016 cost of construction services, related party decreased from approximately $22,000 in nine months ended January 31, 2015 to $0 in the nine months ended January 31, 2016. The costs incurred in the prior period related to the Company’s services to PAJV, a related party. Effective March 15, 2015 the Company is no longer an owner in PAJV, thus there were no such costs in the current quarter.

Rental operating costs increased approximately $2,600 for the nine months ended January 31, 2016 as compared to the same period in fiscal 2015 due to the refund of insurance premiums in fiscal 2015. The reserve for rent guarantee decreased to a recovery of approximately $10,000 for the nine months ended January 31, 2016 as compared to expense of approximately $1,300 in the same period in fiscal 2015. There were no sales of rental properties in the current period and the rental guarantees on two prior period property sales expired with no payment required resulting in a credit of approximately $10,000.

Compensation expense decreased approximately $12,200 for the nine months ended January 31, 2016 as compared to the comparable prior period. This decrease is attributable to a former Director’s expired restricted stock units (“RSUs”) and to the full vesting of a portion of other RSUs in June of fiscal 2016.

General and administrative expense decreased approximately $9,600 for the nine months ended January 31, 2016 as compared to the comparable prior period due to decreased Company activity in the current nine months.

Professional fees increased approximately $36,500 for the months ended January 31, 2016 as compared to the comparable prior period mainly due to increased consulting and legal fees paid in connection with activities relating to the Company’s funding sources and ongoing search for equity and financing sources for the nine months ended January 31, 2016.

Interest expense increased approximately $82,100 for the nine months ended January 31, 2016 as compared to the comparable prior period mainly due to increased convertible debt in the current period and the related interest and amortization of debt discounts for the nine months ended January 31, 2016.

Bad debt expense increased from $0 in the comparable prior period to approximately $2,100 for the nine months ended January 31, 2016 due to the write off of the note receivable rental property which management deemed uncollectible in the current period.

Gain on sale of asset increased from $0 in the comparable prior period to approximately $8,100 for the nine months ended January 31, 2016 due to the sale of a vehicle in the current period.

Derivatives loss increased from $0 in the comparable prior period to approximately $659,000 for the nine months ended January 31, due to the derivatives loss on the tainting of convertible debt in the current period.

LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2016, we had total assets of approximately $75,000 compared to total assets of approximately $164,000 at April 30, 2015. The decrease in total assets was mainly due to the following; cash decreased approximately $57,800, accounts receivable decreased approximately $11,800 mainly due to amounts received from ARG, the note receivable - rental property in the amount of approximately $2,100 was written off as it was deemed uncollectible, prepaid expenses decreased approximately $2,300, deposits decreased $5,000 as the lease expired and was not renewed, property and equipment decreased approximately $11,000 due to the sale of a vehicle and current period depreciation expense.

Cash decreased from approximately $99,000 as of April 30, 2015 to approximately $42,000 as of January 31, 2016. At January 31, 2016, we had stockholders’ deficit of approximately $1,916,000 compared to deficit of approximately $ 1,032,000 as of April 30, 2015. The increase in stockholders’ deficit was primarily due to a net loss of approximately $1,125,000 which was offset by compensation expense relating to RSUs of approximately $9,400, an amount received from a subscriber under a stock subscription agreement of approximately $54,000, stock issued under convertible debenture of approximately $69,600, a derivative liability of $54,400 and stock issued under service agreements of approximately $54,000 in the nine month period ended January 31, 2016.

Restructure of Rupes Futura and AMREFA Debt

Subscription Agreements for Shares of Series A Preferred Stock

Purchase of AMREFA Properties

On March 8, 2016, the Company restructured its working arrangements with AMREFA through entry into a purchase agreement with AMREFA for the purchase of AMREFA’s U.S. subsidiary, ARG LLC, which holds real estate properties in Birmingham, Michigan, that were purchased by AMREFA and which we have managed for AMREFA. We paid the purchase price of $1,285,000 by the issuance to AMREFA of 8,093,541 shares of a new Series B Preferred Stock AMREFA also converted $70,000 of Progreen’s outstanding debt plus accrued interest on all debt to AMREFA in exchange for shares of Series B Preferred Stock. The Company has authorized the issuance of an aggregate of 8,534,625 shares of the Series B Preferred Stock to AMREFA in these transactions.

Going Concern

The Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

We have increased our authorized number of shares of common stock to 1,500,000,000 shares, following SEC review of the amended Preliminary Information Statement, we filed with the SEC and mailed to our stockholders a Definitive Information Statement and a further Amended Definitive Information Statement for the increase in authorized common stock, and to amend our Certificate of Incorporation accordingly. The Company believes that the increase in authorized common stock is necessary to assure that there is a sufficient number of shares of common stock available for conversions of outstanding convertible debt.

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. The unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty

Note receivable - rental property

Related Party Subscription Agreement and Related Party Advance

We have limited working capital. In December 2014, the Company received $50,000 of the remaining Phase III $100,000 purchase price balance under a Subscription Agreement with EIG Venture Capital, Ltd. (“EIG”) and $59,120 of related interest. The remaining balance of the purchase price in the amount of $54,000 was received on July 3, 2015 to complete payment of the Phase III purchase price. EIG on July 14, 2015, separately advanced the Company $46,000, and in November, 2015 advanced an additional $13,000. The $59,000 of non-interest bearing advances made to the Company by EIG were converted into shares of Series A Preferred Stock with a total stated value of $59,000.

Notes Payable and AMREFA Restructure

Pursuant to an Instalment Payment Agreement entered into on June 25, 2015 with AMREFA, the Company refinanced its outstanding principal and interest on loans to the Company from AMREFA. This agreement replaced all outstanding notes by a single 8% promissory note in the principal amount of $289,246, due July 15, 2017, amortized by instalment payments of principal and interest commencing with an initial payment in July 2015 of $45,000, including accrued interest, which payment was made on July 15, 2015. EIG, a major shareholder of the Company, guaranteed Progreen’s obligations under the Instalment Payment Agreement. The AMREFA Instalment Payment Agreement was paid in full and cancelled as of the March 8, 2016 effective date of the transaction for the exchange of Series B Preferred Stock for the AMREFA properties held by its U.S. subsidiary, American Residential Gap LLC, in consideration of Progreen’s deliveries of a $200,000 Mortgage Note together with the 441,084 shares of Series B Preferred Stock.

Convertible Note Financing

Effective on September 2, 2015, the Company entered into an agreement with JMJ Financial (“JMJ”), for a $250,000 convertible note financing facility with a maximum draw of $225,000, pursuant to which the Company at the initial closing under this agreement issued JMJ a convertible note in the principal amount of $250,000 for loans pursuant to the facility (“Note”). The initial draw was $30,000 under this financing facility, subsequent draws being subject to approval of the lender and the Company. The maximum disbursement of funds to the Company would be $225,000 with a $25,000 original issue discount and with interest at the rate of 12% per annum. The agreement with JMJ also requires the Company to use its reasonable best efforts to make filings with the SEC of Information Statements necessary to increase the number of its authorized shares of common stock, or to conduct a reverse split of its outstanding shares of common stock, to provide an adequate number of shares for conversions of principal of and interest on amounts owing under the Note pursuant to this agreement.

In the current fiscal year, to continue purchasing properties for renovation, the Company is looking to AMREFA and other financing sources to provide the necessary capital. With any purchases of larger apartment complex properties, we estimate that we will be required to find investment partners to provide financing in the range of $5 million to $25 million over the next 12-24 months.

Critical Accounting Policies

The summary of critical accounting policies below should be read in conjunction with the discussion of the Company’s accounting policies included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2015. We consider the following accounting policy to be the most critical going forward:

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

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.	CONTROLS AND PROCEDURES

a. Disclosure controls and procedures.

As of the end of period covered by this report, the Company carried out an evaluation, with the participation of the Company's Chief Executive Officer and Principal Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

b. Changes in internal controls over financial reporting.

No changes were made to the Company's internal controls in the quarterly period covered by this report that have materially affected, or are reasonably likely materially to affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 6.

EXHIBITS.

10.31a		Amendment No. 1 to Purchase Agreement, dated March 8, 2016, between the Company and American Residential Fastigheter AB.

10.32		Joint Venture Contract, dated February 12, 2016, between Immobiliaria Contel and the Company.

10.33		Recognition Agreement with Debt Mortgage Guarantee, dated February 12, 2016, between Immobiliaria Contel and the Company.

31*		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

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

* Filed herewith

** Furnished herewith

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

SEC Ref. No.		Title of Document
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

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

	PROGREEN PROPERTIES, INC.

	BY:	/s/ Jan Telander
		Jan Telander
		President and Chief Executive Officer

Dated: March 21, 2016

EXHIBIT 10.31a

SALE OF LLC INTEREST AGREEMENT

THIS AMENDMENT NO. 1, DATED MARCH 16, 2016 (this “ Agreement ”), TO SALE OF LIMITED LIABIITY COMPANY INTEREST AGREEMENT, dated as of March 8, 2016 (the “ Effective Date ”), is made and entered into by and between Progreen Properties, Inc. (PROGREEN), a Delaware corporation (“ Buyer ”) and American Residential Fastigheter AB (AMREFA), a company formed under the laws of Sweden (“ Seller ”), in connection with Seller’s sale of all of its interest in American Residental Gap LLC (ARG), a Michigan limited liability company (the “ Company ”) to Buyer.

	A.	Seller is the beneficial and record owner of 100% of the membership interests in the Company; and

	B.	Seller desires to sell to Buyer and Buyer desires to purchase from Seller all of Seller’s membership interest in the Company, which constitute 100% of the ownership of the Company (the “ Seller’s Interest ”) on the terms and conditions set forth in this Agreement.

Therefore, Buyer and Seller agree as follows:

ARTICLE I

SALE AND PURCHASE

1.1 Sale and Purchase of Seller’s Interest . On the Effective Date, Seller shall sell, assign, and transfer to Buyer all of the Seller’s Interest in the Company, and Buyer shall purchase, acquire, and accept the Seller’s Interest from Seller, all upon the terms and conditions set forth in this Agreement.

1.2 Purchase Price . The purchase price for the Seller’s Interest shall be One Million Two Hundred Eighty-Five Thousand ($1,285,000) Dollars (the net asset value of the Company as determined by the parties to this Agreement, the “ Purchase Price ”), which shall be paid by the issuance to Seller of Eight Million Ninety-Three Thousand, Five Hundred Forty-One (8,093,541) shares of Series B Convertible Preferred Stock of the Buyer, the terms of which are set forth in Exhibit A to this Agreement (the “ Shares ”), the number of Shares being subject to adjustment so as to equal the number of outstanding common shares of Seller on the Effective Date, and the aggregate stated or liquidation value of the Shares to equal the Purchase Price.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:

2.1 Authority and Capacity . Seller is a corporation duly organized, validly existing, and in good standing under the laws of Sweden and has all requisite power, authority from its shareholders and capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

2.2 Binding Agreement . This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller’s valid and binding agreement, enforceable against Seller in accordance with and subject to its terms.

2.3 Title to Seller’s Interest . Seller is the lawful record and beneficial owner of all of Seller’s ownership Interest in the Company, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. Seller shall sign such documents and provide such certificates as may be required to evidence the sale of Seller’s Interest in the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

3.1 Authority and Capacity of Buyer; No Default of Company . Buyer has all requisite power, authority and legal capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

3.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Buyer and constitutes Buyer’s valid and binding agreement, enforceable against Buyer in accordance with and subject to its terms.

ARTICLE IV

COVENANTS OF BUYER; POST-CLOSING MATTERS

4.1 Closing . The closing of the purchase and sale of the Share Interests shall take place at date and time as may be mutually agreed to by Buyer and Sellers following approval by the shareholders of Seller of the sale of the Company to Buyer.

4.2 Closing Deliveries . At the closing, the Seller shall deliver to Buyer (a) such deeds, and bills of sale and assignments that are necessary to effect the sale, transfer and delivery to Buyer of all shares and/or other ownership interests in and to the Company, and Buyer shall deliver certificates or other evidences of ownership of 8,093,541 shares of Series B Preferred Stock registered in the name of Seller, and (b) 441,084 shares or other evidences of ownership of Series B Preferred Stock registered in the name of Seller in payment and satisfaction of $70,000 of outstanding debt and accrued interest on AMREFA debt owed by Buyer to Seller. The Buyer shall also deliver a fully executed non-interest bearing Mortgage Note to the Seller, for the amount of $200,000 secured by a mortgage on the property owned by ARG known as Kinsel. The existing 8% Note of Buyer payable to Seller shall be paid in full and cancelled as of the Effective Date, in consideration of Buyer’s deliveries of said $200,000 Mortgage Note together with the 441,084 shares of Series B Preferred Stock.

4.3 Publicity Concerning Transaction. Buyer shall make such filings with the Securities and Exchange Commission as may be required in connection with this transaction. The parties shall reasonably cooperate with each other in making announcements and issuing publicity concerning the transaction.

4.4 Amendment to Operating Agreement. Immediately following the Effective Date, Buyer shall cause the Company to amend its Operating Agreement to reflect Buyer as the owner of 100% of the ownership interests in the Company.

ARTICLE V

MISCELLANEOUS

5.1 Entire Agreement . This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof.

5.2 Governing Law . This Agreement shall be interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Michigan without reference to applicable choice or conflicts of laws principles.

5.3 Further Assurances . Each of the parties hereto shall from time to time at the request of the other party hereto, and without further consideration, execute and deliver to such other party such further instruments of transfer and conveyance and take such other action as the other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.

Executed as of the date first above written.

	Buyer:

	Progreen Properties, Inc., a Delaware corporation

	By:	/s/ Jan Telander
		Jan Telander
	Its:	President and Chief Executive Officer

	Seller:

	American Residential Fastigheter AB, a corporation formed under the laws of Sweden

	By:	/s/ Michael Lindstrom
		Michael Lindstrom
	Its:	President

EXHIBIT A

Series B Preferred Stock of Progreen Properties, Inc. (“Progreen”)

Summary of Terms (March 8, 2016)

The Company:	Progreen Properties, Inc., a Delaware corporation (the “Company”).

The Securities:	Series B Convertible Preferred Stock (“Series B Preferred Stock”); Stated Value: $0.1587 per share (the “Stated Value”).

Dividends:	Each holder of record on September 8, 2016 and March 8, 2017 of the Series B Preferred Stock shall be entitled to receive a cash dividend at the annual rate of 7% of the Stated Value of the shares of Series B Preferred Stock held by such holder. Additionally, holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. For any other dividends or distributions, the Series B Preferred Stock will participate with the Corporation’s Common Stock on an as-converted basis.

Liquidation Preference:	In the event of any liquidation of Progreen, or merger or sale in which the shareholders of Progreen do not own a majority of the outstanding shares of the surviving corporation, the holders of Series B Preferred Stock will be entitled to receive in preference to the holders of Progreen Common Stock an amount per share equal to their Stated Value plus all accrued but unpaid dividends (“Liquidation Preference”).

Conversion and Redemption Rights:	The shares of Series B Preferred Stock shall be convertible into shares of Progreen common stock, par value $.0001 per share (“Progreen Common Stock”) at a conversion price per share of the Progreen Common Stock equal to the weighted average closing prices of the Progreen Common Stock for the 20 trading days immediately prior to the one-year anniversary of the Effective Date (the “Conversion Price”) on which date the Series B Preferred Stock shall first become convertible. Further terms of the Series B Preferred Stock shall be as follows:

	●	The Series B Preferred Stock shall have full voting rights in accordance with the underlying conversion shares of PROGREEN Common Stock and full rights to all dividends and distributions with respect to such shares of Series B Preferred Stock as declared by the Progreen Board of Directors;

	●	The Conversion Price shall be proportionately adjusted to reflect all stock splits or combinations of shares generally applicable to the Progreen Common Stock;

	●	The Series B Preferred Stock shall provide for option of the holder or holders of the Series B Preferred Stock to notify Progreen within the period commencing February 1, 2017 and ending February 15, 2017, of their election to redeem their shares of Series B Preferred Stock at the Stated Value thereof, Progreen to effect payment for shares as to which the redemption is requested by the holder or holders thereof on or prior to August 31, 2017; and

	●	On and after September 1, 2017, the shares of Series B Preferred Stock shall automatically convert into Progreen Common Stock if the market price for the Progreen Common Stock is 150% of the Conversion Price for a period of 20 trading days.

Other provisions:

Anti-dilution:	The conversion price of the Series B Preferred Stock will be adjusted on a “ broad-based weighted-average ” basis, in the event that the Progreen issues additional shares of Common Stock or Common equivalents (other than for stock option grants and other customary exclusions) at a purchase price less than the applicable Series B Preferred Stock conversion price. Proportional anti-dilution protection for stock splits, stock dividends, combinations, recapitalizations, etc.

Voting Rights:	For so long as shares of Series B Preferred Stock remain outstanding, the prior vote or written consent of a majority of the Series B Preferred Stock will be required for any action that , (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation, bylaws or other charter documents so as to affect adversely any rights of any Holders of the Series B Preferred Stock, (d) increase the authorized or designated number of shares of Series B Preferred Stock, (e) issue any additional shares of Series B Preferred Stock (including the reissuance of any shares of Series B Preferred Stock converted for Common Stock), (f) issue any Senior Securities, or (g) enter into any agreement with respect to the foregoing.

Exhibit 10.32

JOINT VENTURE CONTRACT CELEBRATING ON ONE PART "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY, REPRESENTED IN THIS ACT BY JAN GUNNAR GUNNARSSON TELANDER AND FLAVIO FRANCISCO CONTRERAS ESPINOZA , HEREINAFTER BE REFERRED TO AS "THE MANAGING PARTNER" AND ON THE OTHER HAND, PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION, REPRESENTED BY JAN GUNNAR GUNNARSSON TELANDER, HEREINAFTER BE REFERRED AS "THE ASSOCIATED" BOTH PARTIES WITH LEGALLY BOUND AND CAPACITY TO CONTRACT IN THIS ACT, SUBJECT TO THE FOLLOWING STATEMENTS AND CLAUSES

STATEMENTS

I. - Declares THE MANAGING PARTNER, through its representative:

a) That it is a legal entity, incorporated in accordance to the Mexican legislation under the designation of "INMOBILIARIA CONTEL", S.R.L. DE C.V. by policy record 1169 dated February 11, 2016, granted before Atty. SIRAK EMMANUEL PEREZ SOLTERO, Public Broker Number 9 located in Baja California.

b) That his client is the owner of the parcel 127 Z-1 P1/1 Ejido Reforma Agraria Integral of the municipality of Ensenada, Baja California, with a surface of 131-81-49.67 HA (One hundred thirty-one hectares eighty-one areas, forty-nine point sixty seven centiares), with the following measurements and boundaries:

NORTH broken line, 1234.63 meters with the Transpeninsular Highway Tijuana-La Paz;
NORTHWEST 976.18 meters with the parcel 135;

SOUTHEAST 1197.33 meters with the parcel 135; and

WEST 1255.28 with the parcel 101.

c) That his Legal Representative Mr. JAN GUNNAR GUNNARSSON TELANDER and FLAVIO FRANCSICO CONTRERAS ESPINOZA have the sufficient powers to compel his client under the terms of this present contract, previous powers were granted to him in the articles of incorporation that relates to the Statement I, section a) and at the date they have not been modified or revoked in some way.

II. - Declares THE ASSOCIATE, through its representative:

a) That is a legal entity, incorporated in accordance to the legislation of the United States of America under the designation of PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION.

b) That his Legal Representative, Mr. JAN GUNNAR GUNNARSSON TELANDER, has the sufficient powers to compel his client in the terms of this present contract.

c) Manifests that it wishes to enter into this contract.

III. - Declares "THE MANAGING PARTNER" and "THE ASSOCIATE" together:

a) The MANAGING PARTNER and THE ASSOCIATED agree to join their resources, services and contribute to this joint venture the rights they are entitled to each one and were allied in these present statements and in the obligations that are agreed on the Clauses of this present Contract with the purpose that the property described in the Statement I) section b) to be conditioned by the end of planting and in due course sold to a third party.

b) It was previously explained to them that the Joint Venture Contract does not create an entity with legal personality and therefore relations with third parties are between the MANAGING PARTNER and third parties, in accordance with Articles 253 and 256 of the General Law of Commercial Companies.

Stated the above, the MANAGING PARTNER and the ASSOCIATED grant the following:

CLAUSES:

FIRST.- OBJECT.- The MANAGING PARTNER and THE ASSOCIATE, in which "INMOBILIARIO CONTEL", S.R.L. DE CV, will be the "MANAGING PARTNER" and PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION, will be "THE PARTNER", have agreed to combine their resources, services, experience and efforts to form a Joint Venture on agreed terms in this contract, in object that the property described in the Statement I) section b) is conditioned for seeding purposes and in due course sold to a third party.

SECOND.- CONTRIBUTIONS OF "THE MANAGING PARTNER".- The MANAGING PARTNER for the proper fulfillment of the purpose of this contract is committed to the following:

a) He shall handle all practical details to the effect that the property described in the Statement I) section b) is prepared for cultivation or fat using.

b) Shall regulate the water system, including obtaining the necessary permits for the exploitation of water well, the installation of pumping systems including pipes, to take water from the well.

c) Shall build a water tank and pipes for the access to irrigation of land for farming purposes.

d) Shall be responsible for the administration of property described in Statement I) section b), being under their responsibility the daily management of the business, promotion, and other activities related to the successful guidance of business.

d) Once it has been adequate in it's entirely the property described in Statement I) section b) and thereby can carry out agriculture, he must find a buyer of land at a price that guarantees the return on investment of this business.

THIRD.- CONTRIBUTIONS OF "THE ASSOCIATE".- "THE ASSOCIATE" for the proper fulfillment of the purpose of this contract is committed to the following:

a) .- Contribute up to the amount of $ 350,000.00 Dollars (Three Hundred Fifty Thousand Dollars 00/100) of the United States of America, which will be delivered in bias, against the receipt.

FOURTH.- PROFIT SHARING.- "THE MANAGING PARTNER" grants and "THE ASSOCIATE" accepts a share of the profits or losses, resulting from the realization of the object that is mentioned in the first clause of this contract.

FIFTH.- DETERMINATION AND DISTRIBUTION OF PROFITS.- The parties will participate in the profits and losses as follows:

	a)	The MANAGING PARTNER with 50% (fifty percent) only of profits.

	b)	The ASSOCIATE contribution will refund in money that he has made and shall be entitled also 50% (fifty percent) resulting in profits.

It shall be understood that utility means the economic benefit from the revenue generated, less the expenses incurred in generating of the referred revenue, including without limitation expenses of storage, cost of merchandise, transportation and taxes.

The profits generated will be distributed following the agreement of both ASSOCIATED and MANAGING PARTNER.

SIXTH.- MANAGING PARTNER RIGHTS.- Both parties agree that the MANAGING PARTNER shall have the following rights:

Participate in the profits obtained according to the percentages established in the THIRD clause of this present contract;

Exercise the control and supervision over the adaptation of the land for and, in general, the activities of the managing partner in the performance of their duties.

Execute the supervision that he considers necessary for the proper functioning of the business.

To realize the economic budget.

Purchase of materials resources and services through whom he chooses.

SEVENTH.- ASSOCIATED RIGHTS: It's understood by both parties that the ASSOCIATE will have the following rights:

	a)	Participate in the profits obtained according to the percentages established in the third clause of this contract;

	b)	To be consulted at the time of completion of the sale of the property described in Statement I) section b) once it has been for the purpose of planting

	c)	To recover the money contribution that he had made.

EIGHTH ADMINISTRATION.- The administration of this present joint venture will be in charge of the "THE MANAGING PARTNER" and will be responsible for performing the administrative steps necessary to achieve the purpose of this present business.

Both sides agree that "THE MANAGING PARTNER" will be directly responsible for any irregularities, theft, fraud, or any similar, in his tenure as administrator.

NINTH.- RELATION WITH THIRD PARTIES.- The parties agree that the MANAGING PARTNER cannot contract on behalf and own representation or of the Association.

The MANAGING PARTNER and ASSOCIATE agree that regardless of the provisions of the General Law of Commercial Companies, the relationship with third parties will be solely and exclusively through the MANAGING PARTNER, who held the contracts, agreements and other necessary operations in order to achieve the negotiated partnership.

TENTH.- PROHIBITION TO RETAIN THE PAYMENT.- It is understood that neither party may withhold payment of the amounts that due to motive of the participation in this present contract entitle under any circumstance, under either in court or out of court proceedings title, but are obliged to pay it entirely.

ELEVENTH.- FISCAL RESPONSIBILITY: The MANAGING PARTNER under the Joint Venture in this event held, will be solely responsible for paying taxes of the profits they perceive on the occasion of this Joint Venture, under the terms of the applicable tax laws.

TWELFTH.- PROHIBITION OF TRANSFER RIGHTS AND OBLIGATIONS OF THE CONTRACT.- The parties agree that this instrument is prohibited transfer, assign, transfer, lease or limit in any way the rights and obligations of the parties contained in this instrument, unless otherwise agreed in writing by both parties.

THIRTEEN.- PROHIBITION OF TRANSFER RIGHTS AND OBLIGATIONS OF THE CONTRACT The parties agree that this instrument is prohibited transfer, assign, transfer, lease or limit in any way the rights and obligations of the parties contained in this instrument, unless otherwise agreed in writing by both parties.

FOURTEENTH.- NO ADMISSION OF ASSOCIATES.- New partners will not be accepted without the express consent of the other partner. The income or separation of the members must be in writing.

FIFTEENTH.- PROFESIONAL SECRET.- Both parties are obligated to maintain confidentiality about the present business and undertake not to develop any other same or similar business or partner with a third party to develop a similar, responsible the party in breach of the damages to be caused to the other party or third parties to the referred act.

SIXTEENTH.- WARRANTY: The MANAGING PARTNER will ensure the proper management of the resources contributed by THE ASSOCIATE, so the signing of this present contract, will sign a recognition of debt secured by a mortgage in the amount of $ 300,000.00 Dollars (THREE HUNDRED THOUSAND DOLLARS 00/100 UNITED STATES OF AMERICA), this amount will be released once it has been fulfilled the purpose of this contract.

SEVENTEEN.- VALIDITY.- This contract will be valid indefinitely, so either party may indicate to the other of its desire to terminate it. This contract will terminate once the property described in Statement I) section b) is sold.

EIGHTEENTH.- DISSOLUTION OF THE ASSOCIATION.- It will be causes for dissolution of the present contract as follows:

A).- For the termination or removal of any of the partners.

B).- Due to the impossibility of continuing to make the main object of the association.

C).- By agreement of the members taken in accordance with this present instrument and the law.

NINETEEN.- ANTICIPATED TERMINATION: This Contract shall terminate in advance, in the following cases:

1.- Taken by agreement between the MANAGING PARTNER and the PARTNER.

2.- The inability to continue to make the object of the Joint Venture.

3.- For the loss, revocation and/or cancellation of contracts that he holds the MANAGING PARTNER.

4.- By MANAGING PARTNER decides at any time not provide contracts to the Association matter of this Contract.

TWENTY.- REACH OF TITLES OF CLAUSES.- The parties state that the provisions of this contract expresses all agreed by the parties and that the titles of each clause only were established to facilitate the reading of the contract, so it must be expressly agreed by the parties to the respective clauses.

TWENTY.- MODIFICATION TO THE CONTRACT.- Any modifications which the parties wish to make to the contents of this Contract, shall be effected by contract made in writing and signed by both parties.

TWENTY SECOND.- ELECTED DOMICILIE.- The parties point as domiciles for all types of documents, reports, payments, notices and other communications those mentioned in the chapter on statements of this instrument.

TWENTY-THREE.- JURISDICTION.- For the interpretation, compliance and execution of this contract, the parties expressly agree to submit to the jurisdiction of the Courts in Ensenada, Baja California, with express waiver of any other jurisdiction that may correspond by reason of their present or future domicile or for any other reason that may be applicable.

TWENTY FOURTH .- APPLICABLE LAW.- For the interpretation, implementation and execution of this contract, the parties submit to the laws of the United Mexican States, renouncing any other applicable laws on grounds of nationality.

TWENTY FIVE.- LENGUAGE OF THE CONTRACT.- The present instrument is translated to English, the same is considerate original as the Spanish contract.

Read that this was the Joint Venture Contract by the parties and aware of its scope, responsibilities and legal purposes and stating that there is no fraud, violence or bad faith, ratify and sign of conformity in the city of Ensenada, Baja California on the 12th of February 2016.

“THE MANAGING PARTNER”		“THE ASSOCIATED”

Exhibit 10.33

RECOGNITION AGREEMENT WITH DEBT MORTGAGE GUARANTEE CELEBRATING ON ONE PART "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY, REPRESENTED IN THIS ACT BY JAN GUNNAR GUNNARSSON TELANDER AND FLAVIO FRANCISCO CONTRERAS ESPINOZA, AND ON THE OTHER HAND, PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION , REPRESENTED BY JAN GUNNAR GUNNARSSON TELANDER , BOTH PARTIES WITH LEGALLY BOUND AND CAPACITY TO CONTRACT IN THIS ACT, SUBJECT TO THE FOLLOWING STATEMENTS AND CLAUSES

BACKGROUND

A) As of February 12, 2016, PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION and "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY, they entered into a JOINT VENTURE CONTRACT.

B) The contract described in the above paragraph of this chapter of background in the sixteenth clause, "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY pledged to sign a recognition of debt secured by a mortgage in favor of PROGREEN PROPERTIES , INC, a DELAWARE CORPORATION in the amount of $ 300,000.00 Dollars (THREE HUNDRED THOUSAND DOLLARS 00/100 UNITED STATES OF AMERICA).

C) In the sixteenth clause of the aforementioned JOINT VENTURE CONTRACT, was stipulated to be freed from debt, once it has reached the objective of the contract, that is to say, the fulfillment aforementioned Contract.

S T A T E M E N T S

I. - Declares "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY, through their representatives:

a) That is a legal entity, incorporated in accordance to Mexican legislation under the designation of "INMOBILIARIA CONTEL", S.R.L. DE C.V. by policy record 1169 dated February 11, 2016, granted before Atty. SIRAK EMMANUEL PEREZ SOLTERO, Public Broker Number 9 located in Baja California.

NORTH broken line, 1234.63 meters with the Transpeninsular Highway Tijuana-La Paz;
NORTHWEST 976.18 meters with the parcel 135;

SOUTHEAST 1197.33 meters with the parcel 135; and

WEST 1255.28 with the parcel 101.

II. - Declares PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION, through its representative:

a) That is a legal entity, incorporated in accordance to the legislation of the United States of America under the designation of PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION.

b) That his Legal Representative, Mr. JAN GUNNAR GUNNARSSON TELANDER, has the sufficient powers to compel his client in the terms of this present contract.

c) States that its their wishes to enter into this contract.

In view of the above and appearing voluntarily, both parties agree in accordance with the following:

C L A U S E S :

FIRST. - OBJECT. "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY, duly represented by their legal representatives JAN GUNNAR GUNNARSSON TELANDER and FLAVIO FRANCSICO CONTRERAS ESPINOZA acknowledges owing to PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION amount of $300,000.00 Dollars (THREE HUNDRED THOUSAND DOLLARS 00 / 100 CURRENCY OF THE UNITED STATES OF AMERICA).

SECOND. - TERM. "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY undertakes to pay PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION in a time of two years, from the date of signature of this present instrument.

THIRD. - WARRANTY. "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY, in timely guarantee and preferential payment of capital, as well as expenses and damages in the event of judgment mortgage is specifically and expressly, in favor of PROGREEN PROPERTIES, INC, A

DELAWARE CORPORATION, which constitutes the property parcel 127 Z-1 P1/1 Ejido Reforma Agraria Integral the municipality of Ensenada, Baja California, with 131-81-49.67 surface HA (One hundred thirty-one hectare eighty-one areas, forty nine point sixty seven centiares), with the following metes and bounds:

NORTH broken line, 1234.63 meters with the Transpeninsular Highway Tijuana-La Paz;

NORTHWEST 976.18 meters with the parcel 135;
SOUTHEAST 1197.33 meters with the parcel 135; and

WEST 1255.28 with the parcel 101.

FOURTH. - INTERESTS . The parties stipulate that the capital due does not become accrue interest or interest arrears.

FIFTH. - WAYS TO TERMINATION OF CONTRACT. PROGREEN PROPERTIFS, INC, A DELAWARE CORPORATION and "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY covenant to end the debt once it has reached the objective agreed in the JOINT VENTURE CONTRACT "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY signed by both on the day 12 February 2016 and mentioned in chapter BACKGROUND section A), B) and C) of this contract.

SIXTH. - MANDATORY COMPLIANCE. PROGREEN PROPERTIES, INC, A DELAWARE CORPORATION it may require the payment of the debt that "REAL CONTEL" LIMITED LIABILITY VARIABLE CAPITAL reconizes, in the following cases:

	a)	If "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY does not meet the objective agreed in the JOINT VENTURE CONTRACT signed by both on February 12, 2016;

	b)	If "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY does not reach to fulfill what was agreed in the JOINT VENTURE CONTRACT signed by both on February 12, 2016 within a period of two years.

	c)	If "INMOBILIARIA CONTEL" VARIABLE CAPITAL LIMITED LIABILITY COMPANY does not meet the contractual obligations under the JOINT VENTURE CONTRACT signed by both on February 12 2016.

SEVENTH. - JURISDICTION.- For the interpretation, compliance and execution of this contract, the parties expressly agree to submit to the jurisdiction of the Courts in Ensenada, Baja California, with express waiver of any other jurisdiction that may correspond by reason of their present or future domicile or for any other reason that may be applicable.

EIGHTH.- LENGUAGE OF THE CONTRACT.- The present instrument is translated to English, the same is considerate original as the Spanish contract.

Read that this was the Joint Venture Agreement by the both parties and aware of its scope, responsibilities and legal purposes and stating that there is no fraud, violence or bad faith, ratify and sign of conformity in the city of Ensenada, Baja California on the 12th of February 2016.

INMOBILIARIA CONTEL		PROGREEN PROPERTIES

EXHIBIT 31

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

C ERTIFICATION

I, Jan Telander, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Progreen Properties, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting;

DATE: March 21, 2016	/s/ Jan Telander
	Jan Telander, President, Chief Executive Officer
	and Principal Financial Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Progreen Properties, Inc. (the "Company") on Form 10-Q for the quarter ended January 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jan Telander, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	/s/ Jan Telander
	Jan Telander, President, Chief Executive Officer
	and Principal Financial Officer

March 21, 2016

The foregoing certification is not filed with the Securities and Exchange Commission as part of the Form 10-Q or as a separate disclosure document and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespectively of any general incorporation language contained in such filing.