Delaware
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59-3087128
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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380 North Old Woodward Avenue, Suite 226
Birmingham MI
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48009
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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1
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1
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4
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7
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7
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7
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7
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8
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8
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9
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9
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14
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15
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31
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31
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31
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32
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32
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34
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36
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37
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39
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40
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42
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Households, population and employment growth;
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|
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Prevailing rental and occupancy rates in the market area, and possible growth in those rates; and
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|
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Location of the property in respect to schools and public transportation.
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Leased Condominiums:
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Monthly Rent
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Rehabilitation Status
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|||
2 Bed/1.5 Bath Townhouse, Farmington Hills, Michigan
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1,400
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Fully Remodeled
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|||
2 Bed/3 Bath, 1 story, Farmington Hills, Michigan
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1,200
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Fully Remodeled
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|||
2 Bed/2 Bath 1 story, West Bloomfield Michigan
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950
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Not Remodeled
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High
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Low
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|||||||
Fiscal Year Ended April 30, 2010
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||||||||
Quarter Ended July 31, 2009
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$
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0.05
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$
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0.02
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||||
Quarter Ended October 31, 2009
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$
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0.10
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$
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0.02
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||||
Quarter Ended January 31, 2010
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$
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0.10
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$
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0.04
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||||
Quarter Ended April 30, 2010
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$
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0.10
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$
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0.01
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||||
Fiscal Year Ended April 30, 2011
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||||||||
Quarter Ended July 31, 2010
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$
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0.11
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$
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0.02
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||||
Quarter Ended October 31, 2010
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$
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0.24
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$
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0.05
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||||
Quarter Ended January 31, 2011
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$
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0.07
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$
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0.03
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||||
Quarter Ended April 30, 2011
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$
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0.09
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$
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0.05
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||||
Fiscal Year Ended April 30, 2012
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||||||||
Quarter Ended July 31, 2011
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$
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0.04
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$
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0.02
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||||
Quarter Ended October 31, 2011
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$
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0.06
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$
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0.02
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||||
Quarter Ended January 31, 2012
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$
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0.03
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$
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0.02
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||||
Quarter Ended April 30, 2012
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$
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0.07
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$
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0.01
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||||
Fiscal Year Ended April 30, 2013
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|||||||
Quarter Ended July 31, 2012 (through July 30, 2012)
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$
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0.055
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$
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0.03
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Page
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16
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17
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18
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19
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20
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21
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ProGreen Properties, Inc.
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||||||||
April 30,
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April 30,
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|||||||
2012
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2011
|
|||||||
Assets
|
||||||||
Rental property, net accumulated depreciation of $10,645 and $5,801
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$ | 160,852 | $ | 307,653 | ||||
Properties under development
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175,688 | |||||||
Cash
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12,984 | 157,707 | ||||||
Receivable - sale of properties
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142,654 | |||||||
Investment notes
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180,000 | |||||||
Note receivable
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75,603 | 76,157 | ||||||
Prepaid expenses
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6,840 | 15,942 | ||||||
Deposits
|
5,000 | 6,000 | ||||||
Property and equipment:
|
||||||||
Vehicles, furniture and equipment, net of accumulated depreciation of $6,605 and $1,193
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22,235 | 27,647 | ||||||
Total assets
|
$ | 606,168 | $ | 766,794 | ||||
Liabilities and Stockholders' (Deficit) Equity
|
||||||||
Accounts payable and accrued expenses
|
$ | 69,435 | $ | 41,448 | ||||
Accrued interest
|
40,211 | 32,548 | ||||||
Payable under management agreement
|
4,030 | |||||||
Note payable
|
14,630 | 18,999 | ||||||
Deferred revenue
|
- | 1,300 | ||||||
Tenant deposits
|
11,374 | 9,262 | ||||||
Convertible debenture payable to related party (net of unamortized discount of $17,491 and $43,706)
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482,509 | 456,294 | ||||||
Total liabilities
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622,189 | 559,851 | ||||||
Stockholders' equity
|
||||||||
Preferred stock, $.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding
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- | - | ||||||
Common stock, $.0001 par value, 250,000,000 shares authorized and 104,329,703 outstanding at April 30, 2012;
250,000,000 shares authorized and 103,929,703 outstanding at April 30, 2011;
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10,433 | 10,393 | ||||||
Common stock, $.0001 par value, 9,775,171 subscribed not issued
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978 | 978 | ||||||
Additional paid in capital
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3,007,854 | 2,986,358 | ||||||
Less: amount due from related party subscriber under subscription agreement
|
(124,189 | ) | (110,653 | ) | ||||
Accumulated deficit
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(2,911,097 | ) | (2,680,133 | ) | ||||
Total stockholders' (deficit) equity
|
(16,021 | ) | 206,943 | |||||
Total liabilities and stockholders' (deficit) equity
|
$ | 606,168 | $ | 766,794 |
Years ended
|
||||||||
April 30,
|
||||||||
2012
|
2011
|
|||||||
Revenues:
|
||||||||
Property sales
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$ | 474,000 | $ | 202,000 | ||||
Rental revenue
|
93,010 | 31,363 | ||||||
Commissions revenue
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23,965 | 19,700 | ||||||
Management fee revenue
|
1,315 | - | ||||||
Total Revenue
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$ | 592,290 | $ | 253,063 | ||||
Expenses:
|
||||||||
Cost of property sales
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325,279 | 194,369 | ||||||
Rental property operating costs
|
45,864 | 38,701 | ||||||
Advertising
|
16,528 | 85,513 | ||||||
Depreciation
|
20,657 | 5,329 | ||||||
General & administrative
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157,192 | 233,311 | ||||||
Other expenses
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11,198 | 20,099 | ||||||
Professional fees
|
158,306 | 230,740 | ||||||
Total operating expenses
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$ | 735,024 | $ | 808,062 | ||||
Operating loss
|
(142,734 | ) | (554,999 | ) | ||||
Other expenses and income:
|
||||||||
Interest expense
|
(95,068 | ) | (110,613 | ) | ||||
Interest income
|
6,838 | 4,583 | ||||||
Loss before income tax expense
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$ | (230,964 | ) | $ | (661,029 | ) | ||
Deferred income tax expense
|
- | - | ||||||
Net Loss
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$ | (230,964 | ) | $ | (661,029 | ) | ||
Net loss per share - basic
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$ | - | $ | (0.01 | ) | |||
Weighted Average Shares Outstanding - basic
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104,477,244 | 93,955,262 | ||||||
Net loss per share - diluted
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$ | - | $ | (0.01 | ) | |||
Weighted Average shares outstanding - fully diluted
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114,087,388 | 112,801,256 |
Number of
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Amount Due
|
|||||||||||||||||||||||||||
Shares
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Common
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Additional
|
Under
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Net
|
||||||||||||||||||||||||
Issued and
|
Common
|
Stock
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Paid In
|
Subscription
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||||
Outstanding
|
Stock
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Subscribed
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Capital
|
Agreement
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Deficit
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(Deficit) Equity
|
||||||||||||||||||||||
Balance at April 30, 2010
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24,898,677 | $ | 2,490 | $ | 8,700 | $ | 2,856,944 | (100,000 | ) | $ | (2,019,104 | ) | $ | 749,030 | ||||||||||||||
Stock issued under subscription agreement
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77,223,851 | 7,722 | (7,722 | ) | 1,442 | - | - | 1,442 | ||||||||||||||||||||
Stock issued under City Vac agreement
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1,000,000 | 100 | - | 49,900 | - | - | 50,000 | |||||||||||||||||||||
Stock issued for debenture interest
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807,175 | 81 | - | 67,419 | - | - | 67,500 | |||||||||||||||||||||
Stock due under subscription agreement
|
- | - | - | 10,653 | (10,653 | ) | - | - | ||||||||||||||||||||
Net loss
|
- | - | - | - | - | (661,029 | ) | (661,029 | ||||||||||||||||||||
Balance at April 30, 2011
|
103,929,703 | $ | 10,393 | $ | 978 | $ | 2,986,358 | $ | (110,653 | ) | $ | (2,680,133 | ) | 206,943 | ||||||||||||||
Stock issued under LeadDog agreement
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400,000 | 40 | 7,960 | 8,000 | ||||||||||||||||||||||||
Amount due from subscriber under subscription agreement
|
13,536 | (13,536 | ) | |||||||||||||||||||||||||
Net loss
|
(230,964 | ) | (230,964 | ) | ||||||||||||||||||||||||
Balance at April 30, 2012
|
104,329,703 | $ | 10,433 | $ | 978 | 3,007,854 | (124,189 | ) | $ | (2,911,097 | ) | $ | (16,021 | ) |
Years ended
|
||||||||
April 30,
|
||||||||
2012
|
2011
|
|||||||
Cash used in operating activities
|
||||||||
Net loss
|
$ | (230,964 | ) | $ | (661,029 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
20,657 | 5,329 | ||||||
Gain on sale of properties
|
(148,721 | ) | (7,631 | ) | ||||
Amortization of discounts on debenture to related party
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26,215 | 43,000 | ||||||
Interest expense on debenture to related party
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60,000 | 67,500 | ||||||
Investor relations expense
|
10,000 | 40,000 | ||||||
Commitment fee
|
8,000 | - | ||||||
Changes in operating assets and liabilities:
|
||||||||
Commissions receivable
|
- | 1,375 | ||||||
Note receivable
|
554 | 343 | ||||||
Prepaid expenses
|
(898 | ) | 1,731 | |||||
Deposits
|
1,000 | 42,350 | ||||||
Payable under management agreement
|
4,030 | |||||||
Accounts payable and accrued expenses
|
37,762 | (42,814 | ) | |||||
Deferred revenue
|
(1,300 | ) | - | |||||
Cash used in operating activities
|
(213,665 | ) | (509,846 | ) | ||||
Cash provided by (used in) investing activities
|
||||||||
Acquisition and development of properties
|
(18,035 | ) | (478,873 | ) | ||||
Purchase of furniture and equipment
|
- | (23,494 | ) | |||||
Proceeds from sale of properties
|
91,346 | 125,500 | ||||||
Cash provided by (used in) investing activities
|
73,311 | (376,867 | ) | |||||
Cash provided by financing activities
|
||||||||
Proceeds from common stock through subscription agreement with related parties
|
- | 808,752 | ||||||
Proceeds from note payable
|
- | 18,999 | ||||||
Repayments of note payable
|
(4,369 | ) | - | |||||
Cash provided by financing activities
|
(4,369 | ) | 827,751 | |||||
Net change in cash
|
(144,723 | ) | (58,962 | ) | ||||
Cash at beginning of period
|
157,707 | 216,669 | ||||||
Cash at end of period
|
$ | 12,984 | $ | 157,707 | ||||
Supplemental information:
|
||||||||
Non-cash Transaction: Issuance of stock as commitment fee
|
$ | 8,000 | $ | - | ||||
Non-cash Transaction: Receivable - sale of properties
|
$ | 142,654 | $ | - | ||||
Non-cash transaction: Receipt of investment notes on sale of properties
|
$ | 240,000 | $ | - | ||||
Non-cash transaction: Exchange of investment notes in payment of debenture interest
|
$ | 60,000 | $ | - | ||||
Non-cash transaction: Issuance of stock in payment of debenture interest
|
$ | - | $ | 67,500 | ||||
Non-cash transaction: Issuance of stock in payment of investor relation services
|
$ | - | $ | 50,000 | ||||
Cash paid for interest
|
$ | 1,190 | $ | 113 | ||||
Cash paid for income taxes
|
$ | - | $ | - | ||||
Lives
|
Method
|
|||
Condominium
|
27.5 years
|
Straight line
|
||
Furniture
|
10 years
|
Straight line
|
||
Equipment
|
5 years
|
Straight line
|
||
Vehicles
|
|
5 years
|
Straight line
|
2012
|
2011
|
|||||||
Condominiums – rental properties
|
$ | 171,497 | $ | 313,454 | ||||
Less: accumulated depreciation
|
(10,645 | ) | (5,801 | ) | ||||
Rental properties, net of accumulated depreciation
|
$ | 160,852 | $ | 307,653 | ||||
Properties under development
|
$ | - | $ | 175,688 |
2012
|
2011
|
|||||||
Vehicles
|
$ | 22,350 | $ | 22,350 | ||||
Furniture
|
3,563 | 3,563 | ||||||
Office equipment
|
2,927 | 2,927 | ||||||
Total vehicles, furniture and equipment
|
28,840 | 28,840 | ||||||
Less: accumulated depreciation
|
(6,605 | ) | (1,193 | ) | ||||
Net carrying amount
|
$ | 22,235 | $ | 27,647 |
Year ended April 30,
|
Rental Amount
|
|||
2013
|
$ | 30,000 | ||
2014
|
15,200 | |||
$ | 45,200 |
Rental
|
||||
Year ended
April 30,
|
Amount
|
|||
2013
|
$ |
28,691
|
||
2014
|
28,714
|
|||
2015
|
28,965
|
|||
2016
|
12,069
|
|||
$ |
98,439
|
Rental
|
||||
Year ending
April 30,
|
Amount
|
|||
2013
|
$ |
8,100
|
||
Thereafter
|
-
|
|||
$ |
8,100
|
April 30,
|
April 30,
|
|||||||
2012
|
2011
|
|||||||
Deferred tax assets:
|
||||||||
NOL carryovers
|
$
|
137,300
|
$
|
125,678
|
||||
Deferred revenue
|
-
|
195
|
||||||
Accrued interest
|
6,032
|
4,882
|
||||||
Discount on debenture
|
(2,624)
|
6,556
|
||||||
Depreciation
|
(1,316)
|
|||||||
Total deferred tax assets
|
139,392
|
137,311
|
||||||
Valuation allowance
|
(139,392
|
)
|
(137,311
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
Year
|
Year
|
|||||||
ended
|
ended
|
|||||||
April 30,
|
April 30,
|
|||||||
2012
|
2011
|
|||||||
Income tax at U.S. statutory rates
|
$
|
(34,645)
|
$
|
(99,154
|
)
|
|||
Effect of permanent differences
|
9,264
|
228
|
||||||
(Decrease) increase in valuation allowance
|
2,081
|
96,352
|
||||||
Effect of limitation on federal NOL carryovers
|
-
|
-
|
||||||
Effect of change in statutory rate estimate
|
-
|
-
|
||||||
Prior year provision to return adjustments
|
23,300
|
2,574
|
||||||
Income tax expense
|
$
|
-
|
$
|
-
|
Twelve months
|
Twelve months
|
|||||||
ended
|
ended
|
|||||||
April 30, 2012
|
April 30, 2011
|
|||||||
Net loss
|
$ | (230,964 | ) | $ | (661,029 | ) | ||
Average number of common shares outstanding used to calculate basic loss per share
|
104,477,244 | 93,955,262 | ||||||
Effect of dilutive subscribed shares
|
9,610,144 | 18,845,994 | ||||||
Average number of common shares outstanding used to calculate diluted earnings per share
|
114,087,388 | 112,801,256 |
Name
|
Age
|
Title
|
||
Jan Telander
|
62
|
Chief Executive Officer, Chief Financial Officer and Director
|
||
Henrik Sellmann
|
57
|
Director
|
||
Christina M. Lombera
|
45
|
Secretary
|
Name and
Principal
Position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock
Awards
($)
(e)
|
Option
Awards
($)
(f)
|
Non-Equity
Incentive
Plan
Compensa-tion
($)
(g)
|
Change in
Pension
Value and
Nonquali-
fied Deferred
Compensation
Earnings
($)
(h)
|
All
Other
Compen-
sation
(i)
|
Total
($)
(j)
|
|||||||
Jan Telander, CEO (1)
|
2012
|
$ | 32,000 | $ | 32,000 | |||||||||||
2011
|
$ | 31,424 | $ | 31,424 | ||||||||||||
2010
|
-0- | -0- |
•
|
each person or entity who we know beneficially owns more than 5.0% in the aggregate;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all directors and named executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned
|
Approximate
Percentage
of Class
Outstanding
|
||||||
Jan Telander (1)
380 North Old Woodward Ave., S. 226
Birmingham, MI 48009
|
85,944,618
|
82.38
|
%
|
|||||
Henrik Sellmann (2)
380 North Old Woodward Ave., S. 226
Birmingham, MI 48009
|
2,660,852
|
2.55
|
%
|
|||||
All officers and directors as a group
|
88,605,470
|
84.93
|
%
|
(1)
|
Mr. Jan Telander owns an aggregate of 85,944,618 shares beneficially, of which 265,500 are owned directly and 85,679,118 shares are owned indirectly through EIG Capital, Ltd., a controlled corporation. EIG Capital is the sole stockholder of EIG Venture Capital, Ltd., EIG Capital Investments, Ltd. and Sofcon, Ltd., which own directly 84,804,436, 497,197 and 377,485 shares of the Company's common stock, respectively. On June 1, 2012, the Company’s Board of Directors approved an award of 3,000,000 restricted stock units to Mr. Telander (see description of terms in Item 13 below).
|
(2)
|
Mr. Sellman owns 2,660,852 shares of common stock through a controlled company, Rupes Futura AB, including 500,000 shares issued as a commitment fee in connection with the purchase by that company of the Company’s $500,000 convertible debenture issued on November 5, 2009 and 807,175 shares issued as payment of interest on the convertible debenture. The convertible debenture, commencing two years after the date of issuance, is convertible into shares of our common stock based on the market prices of our common stock at the time of conversion. On June 1, 2012, the Company’s Board of Directors approved an award of 600,000 restricted stock units to Mr. Sellmann (see description of terms in Item 13 below).
|
2012
|
2011
|
|||||||
Audit Fees
|
$
|
32,500
|
$
|
48,743
|
||||
Audit-related Fees
|
-
|
|||||||
Tax Fees
|
$
|
14,470
|
13,750
|
|||||
All Other Fees
|
-
|
|||||||
Total Fees
|
$
|
46,970
|
$
|
62,493
|
Exhibit No.
|
Description
|
|
2.1
|
Share Exchange Agreement, dated March 6, 2001, by and between the Fairfax Group, Inc., a Florida corporation, and Diversified Product Inspections, Inc., a Florida corporation. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 6, 2001.)
|
|
3.1
|
Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2009.)
|
|
3.1a
|
Amendment to Certificate of Incorporation, filed July 8, 2009. (Incorporated by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K/A, filed with the Commission on September 16, 2009.)
|
|
3.1b
|
Certificate of Ownership merging the Company’s wholly-owned subsidiary, Progreen Properties, Inc., into the Company, effective September 11, 2009. (Incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K, filed with the Commission on July 28, 2009.)
|
|
3.1c
|
Restated Certificate of Incorporation of the Company. (Incorporated by reference to Exhibit 3.8 to the Company’s Current Report on Form 8-K/A, filed with the Commission on September 16, 2009.)
|
|
3.2
|
By-Laws of the Company. (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2009.)
|
|
3.3
|
Agreement and Plan of Merger, dated December 11, 2008, between the Company and Diversified Product Inspections, Inc., a Florida corporation. (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2009.)
|
|
3.4
|
Articles of Merger of Diversified Product Inspections, Inc., a Florida corporation, with the Company, dated December 11, 2008, filed with the Florida Secretary of State. (Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2009.)
|
|
3.5
|
Certificate of Merger of Diversified Product Inspections, Inc., a Florida corporation, with the Company, dated December 11, 2008, filed with the Delaware Secretary of State. (Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2009.)
|
|
10.5
|
Settlement Agreement and Asset Purchase Agreement dated as of September 30, 2008 among Diversified Product Inspections, LLC, a Tennessee limited liability company, the Company, John Van Zyll, Ann Furlong, and Marvin Stacy, Sofcon, Limited, EIG Venture Capital, Limited, and EIG Capital Investments Limited, and the First and Second Amendments thereto. (Incorporated by reference to Annex A to the Company’s definitive proxy statement for its special meeting of shareholders held on March 26, 2009, filed on February 13, 2009.)
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10.6
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Subscription Agreement, dated July 22, 2009, between the Company and EIG Venture Capital, Ltd. (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on July 28, 2009.)
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10.6a
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(Amendment No. 1, dated December 1, 2009, to Subscription Agreement, dated July 22, 2009, between the Company and EIG Venture Capital, Ltd. (Incorporated by reference to Exhibit 10.6a to the Company’s Current Report on Form 8-K, filed with the Commission on December 12, 2009.)
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10.7
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Form of Subscription Agreement for the Company's 13.5% Secured Convertible Debentures. (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the Commission on November 10, 2009.)
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10.8
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Form of the Company’s 13.5% Secured Convertible Debenture. (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the Commission on November 10, 2009.)
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10.9
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Amendment to Secured Convertible Debenture, dated as of December 14, 2011. (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on December 16, 2011.)
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10.10
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Second Amendment to Secured Convertible Debenture, dated as of February 8, 2012. (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on March 16, 2012.)
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10.11
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2012 Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the Commission on June 7, 2012.)
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10.12
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Form of Restricted Stock Units Agreement issued pursuant to 2012 Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed with the Commission on June 7, 2012.)
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10.13
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Membership Interest Purchase Agreement made and entered into effective April 30, 2012, by and among the Company, American Residential Gap LLC, and Progreen Properties III LLC; Progreen Properties VII, LLC; Progreen Properties VIII LLC; Progreen Properties IX LLC; and Progreen Properties XI, LLC [including Assignment of Membership Interest by the Company, dated April 30, 2012; Assignment and Assumption of Leases, dated as of May 1, 2012, between the Company and American Residential Gap LLC; one-year Lease Guaranty of the Company, dated as of May 1, 2012, filed herewith.
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10.14
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Management Agreement, made and entered into as of April 30, 2012, by and between Progreen Properties Management LLC and American Residential Gap LLC, filed herewith.
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14.1
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Code of Ethics. (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on March 31, 2006.)
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31
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*
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32
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.**
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PROGREEN PROPERTIES, INC
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Date: July 30, 2012
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By:
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/s/ Jan Telander
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Jan Telander, Chief Executive Officer, Chief Financial
Officer, Chief Accounting Officer and Director
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/s/ Jan Telander
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Jan Telander, Chief Executive Officer, Chief
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Financial Officer and Director
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By: /s/ Henrik Sellmann |
Henrik Sellmann, Director
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1.
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The Companies are validly organized, existing, and in good standing under the laws of the State of Michigan.
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2.
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The Companies were set up as individual holding companies to hold title to the properties as follows:
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(i)
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ProGreen Properties III, LLC
, owner on record of 7648, Woodview Drive, Waterford, Michigan 48327.
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(ii)
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ProGreen Properties IX, LLC
, owner on record of 1840, East 13 Mile Road, Madison Heights, Michigan, 48071.
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(iii)
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ProGreen Properties VII, LLC
, owner on record of 29791, Rollcrest Road, #13, Farmington Hills, Michigan 48334.
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(iv)
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ProGreen Properties VIII, LLC
, owner on record of 23647, Stonehenge, Novi, Michigan 48375.
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(v)
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ProGreen Properties XI, LLC
, owner on record of 29108, Tessmer Court, Madison Heights, Michigan 49071
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Member
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Membership Percentage
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ProGreen Properties, Inc.
A Delaware corporation
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100%
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D.
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Seller has agreed to sell to Purchaser and Purchaser has agreed to purchase from Seller all of the Seller’s membership interest in the Companies (the “Purchased Membership Interest”) under the terms and conditions set forth below.
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AMERICAN RESIDENTIAL GAP, LLC
A Michigan limited liability company
By: AMERICAN RESIDENTIAL GAP ApS
Its: Sole Member
/s/ Henrik Wagenius
By:_________________________________
Henrik Wagenius
Its: Chairman
COMPANIES:
PROGREEN PROPERTIES III, LLC
PROGREEN PROPERTIES IX, LLC
PROGREEN PROPERTIES VII, LLC
PROGREEN PROPERTIES VIII, LLC
PROGREEN PROPERTIES XI, LLC
By: PROGREEN PROPERTIES, INC.,
Sole Member
/s/ Jan Telander
By: _____________________________
Jan Telander
Its: President/CEO
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PROGREEN PROPERTIES, INC.
/s/ Jan Telander
By: ______________________________
Jan Telander
Its: President/CEO
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(vi)
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7648, Woodview Drive, Waterford, Michigan 48327, owned by ProGreen Properties III, LLC;
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(vii)
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East 13 Mile Road, Madison Heights, Michigan, 48071, owned by
ProGreen Properties IX, LLC;
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(viii)
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29791, Rollcrest Road, #13, Farmington Hills, Michigan 48334, owned by ProGreen Properties VII, LLC;
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(ix)
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23647, Stonehenge, Novi, Michigan 48375, owned by ProGreen Properties VIII, LLC; and
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(x)
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29108 Tessmer Court, Madison Heights, Michigan 49071 owned by ProGreen Properties XI, LLC.
|
(i)
|
7648, Woodview Drive, Waterford, Michigan 48327, owned by ProGreen Properties III, LLC;
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(ii)
|
East 13 Mile Road, Madison Heights, Michigan, 48071, owned by
ProGreen Properties IX, LLC;
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(iii)
|
29791, Rollcrest Road, #13, Farmington Hills, Michigan 48334, owned by ProGreen Properties VII, LLC;
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(iv)
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23647, Stonehenge, Novi, Michigan 48375, owned by ProGreen Properties VIII, LLC; and
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(v)
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29108 Tessmer Court, Madison Heights, Michigan 49071 owned by ProGreen Properties XI, LLC.
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OWNER:
AMERICAN RESIDENTIAL GAP, LLC
A Michigan limited liability company
By: AMERICAN RESIDENTIAL GAP ApS
Its: Sole Member
/s/ Henrik Wagenius
By:_________________________________
Henrik Wagenius
Its: Chairman
MANAGER:
ProGreen Property Management, LLC
/s/ Jan Telander
By:__________________________________
Jan Telander
Its: Managing Member
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July 30, 2012
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By:
/s/ Jan Telander
Jan Telander, Chief Executive Officer and Chief Financial Officer
|
/s/ Jan Telander
Jan Telander
Chief Executive Officer and Chief Financial Officer
|