UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

 

 

FORM 10-Q/A

 

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

  

For the quarterly period ended October 31, 2015

 

OR

 

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

 

For the transition period from ____________ to _________________

  

Commission File Number 000-25429

  

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 150,503,921 as of December 22, 2015.

 

 

 

 

 

 

PROGREEN PROPERTIES, INC.

 

INDEX

 

    Page
Part I.  Financial Information 1
     
Item 1. Financial Statements 1
     
  Condensed Consolidated Balance Sheets as of October 31, 2015 (unaudited) and as of April 30, 2015 2
     
 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended October 31, 2015 and 2014 (unaudited)

3
     
  Condensed Consolidated Statements of Stockholders’ Deficit  (unaudited)
   
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 31, 2015 and 2014 (unaudited) 4
     
  Notes to Unaudited Condensed Consolidated Financial Statements 5
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 13
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
     
Item 4. Controls and Procedures. 18
     
Part II. Other Information
     
Item 6.   Exhibits. 18
     
Signatures 19

 

 

 

 

EXPLANATORY NOTE

AS A PART OF THE REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION OF THE COMPANY’S PAST FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE ARE FILING THIS AMENDMENT NO. 1 TO OUR FORM 10-Q FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2015 (THE “FORM 10-Q”). THIS AMENDMENT NO. 1 AMENDS ONLY ITEM 4—CONTROLS AND PROCEDURES, TO STATE THAT THE EVALUATION BY OUR CHIEF EXECUTIVE OFFICER AT THE END OF THE PERIOD COVERED BY THE FORM 10-Q OF THE EFFECTIVENESS OF THE COMPANY’S DISCLOSURE CONTROLS AND PROCEDURES PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-15 CONCLUDED THAT THE COMPANY’S DISCLOSURE CONTROLS AND PROCEDURES WERE NOT 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. IN ORDER TO PRESERVE THE NATURE AND CHARACTER OF THE DISCLOSURES SET FORTH IN THE FORM 10-Q AS OF DECEMBER 22, 2015, THE DATE ON WHICH THE FORM 10-Q WAS FILED, NO ATTEMPT EXCEPT AS DESCRIBED ABOVE HAS BEEN MADE IN THIS AMENDMENT NO. 1 TO MODIFY OR UPDATE DISCLOSURES.

 

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 six months ended October 31, 2015 and 2014 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

 1 

 

 

ProGreen Properties, Inc.

 

Condensed Consolidated Balance Sheets

 

   October 31,   April 30, 
   2015   2015 
   (Unaudited)     
Assets        
Cash  $31,626   $99,325 
Other receivables - related party   3,209    2,915 
Accounts receivable   53,128    27,365 
Note receivable - rental property   2,235    2,137 
Prepaid expenses   1,211    3,346 
Deposits   5,000    5,000 
Property and equipment: Vehicles, furniture and equipment, net of accumulated depreciation of $52,143 and $45,347   17,599    24,395 
Total assets  $114,008   $164,483 
           
Liabilities and Stockholders' Deficit          
           
Accounts payable and accrued expenses   $82,095   $100,500 
Accrued interest   197,375    165,668 
Payable under management agreement   7,743    36,884 
Obligations under capital leases   15,181    19,005 
Notes payable   275,256    303,452 
Tenant deposits   17,110    18,610 
Related party advance   46,000    -  
Derivative liability   63,632    -  
Convertible notes, net of unamortized discount of $31,012 and $0   64,991    76,000 
Convertible debenture   476,000    476,000 
Total liabilities   1,245,383    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 and 150,503,921 and 110,329,703 outstanding at October 31, 2015 and April 30, 2015   15,050    11,033 
Additional paid in capital   3,302,004    3,189,666 
Less: amount due from related party subscriber under subscription agreement   -     (52,961)
Accumulated deficit   (4,448,429)   (4,179,374)
Total stockholders' deficit   (1,131,375)   (1,031,636)
Total liabilities and stockholders' deficit  $114,008   $164,483 

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 2 

 

 

ProGreen Properties, Inc.

 

Condensed Consolidated Statements of Operations

UNAUDITED

 

   Three Months Ended  
October 31,
   Six Months Ended
October 31,
 
   2015   2014   2015   2014 
Revenues:                
                 
Proceeds from sale of properties  $-   $200,000   $-   $200,000 
Commissions revenue   -    14,175         19,245 
Management fee revenue   3,501    2,202    7,158    4,565 
Construction services revenue   109,702    -    151,602    - 
Other income   325    1,254    730    1,404 
Total Revenue  $113,528   $217,631   $159,490   $225,214 
Expenses:                    
Cost of properties sold   -    167,444    -    167,444 
Cost of construction services   96,262    -    137,754    - 
Rental property operating costs (refund)   1,009    (320)   1,741    270 
Reserve for rent guarantee (recovery)   (6,667)   1,600    (10,000)   1,250 
Advertising        312    241    1,233 
Depreciation   3,398    3,398    6,796    6,796 
Compensation expense   2,125    (1,875)   7,250    10,417 
General & administrative   49,511    50,014    98,912    103,935 
Professional fees   25,126    29,399    97,984    89,004 
Total operating expenses  $170,764   $249,972   $340,678   $380,349 
                     
Operating loss   (57,236)   (32,341)   (181,188)   (155,135 
Other expenses and income:                    
Interest expense   (69,779)   (30,617)   (93,729)   (59,303 
Interest income   43    65    85    154 
Derivatives gain   5,777    -    5,777    - 
Loss before income tax expense  $(121,195)  $(62,893)  $(269,055)  $(214,284 
Income tax expense  $-    $-   -    $- 
Net Loss  $(121,195)  $(62,893)  (269,055)  $(214,284 
Net loss per share - basic and fully diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00) 
Weighted average shares outstanding - basic and fully diluted   140,354,489    104,329,703    129,076,277    104,329,703 

   

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 3 

 

 

 ProGreen Properties, Inc.

 

Condensed Consolidated Statement of Stockholders' Deficit

(UNAUDITED)

 

   Number of  Shares Issued and  Outstanding   Common  Stock   Additional  Paid In  Capital   Amount Due  Under  Subscription  Agreement   Accumulated  Deficit  Net
Stockholders' 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   32,674,218    3,267    49,783             53,050 
Derivative liability extinguished on conversion             49,764             49,764 
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             7,250             7,250 
Net loss                       (269,055  (269,055)
Balance at October 31, 2015   150,503,921   $15,050   $3,302,004    $-    $(4,448,429 $(1,131,375)

  

 4 

 

 

ProGreen Properties, Inc.

 

Condensed Consolidated Statements of Cash Flows 

(UNAUDITED)

 

  

Six Months Ended

October 31,

 
   2015   2014 
Cash provided by (used in) operating activities        
Net loss  $(269,055)  $(214,284)
Adjustments to reconcile net loss to net cash used in operating activities:          
Compensation - restricted stock units     7,250    10,417 
Depreciation   6,796    6,796 
Gain on sale of properties   -    (32,556)
Gain on derivatives     (5,777)     
Amortization of discounts on debenture to related party   -    3,878 
Amortization of discounts on convertible notes     43,246      
Acquisition and development of properties   -    (148,348)
Proceeds from sale of properties   -    200,000 
Common shares issued for services     53,500      
Changes in operating assets and liabilities:          
Accounts receivable     (26,057)   2,407 
Note receivable        1,216 
Prepaid expenses     2,135    (2,796)
Deposits     (1,500)     
Accounts payable and accrued expenses     15,024    100,792 
Payable under management agreement     (29,142)   19,012 
Cash used in operating activities    (203,580)   (53,467)
          
Cash provided by investing activities          
Advance note receivable     (98)    
Cash used in investing activities     (98)    
          
Cash provided by (used in) financing activities          
Proceeds from notes payable   -    212,903 
Repayment of notes payable     (28,196)   (215,000)
Proceeds from advance related party     46,000      
Repayment of notes payable related party       (40,000)
Proceeds from convertible debentures     68,000      
Decrease in obligations under capital leases     (3,824)   (6,345)
Collection of amount due under stock subscription     53,999      
Cash provided by (used in) financing activities    135,979    (48,442)
          
Net change in cash     (67,699)   (101,909)
           
Cash at beginning of period     99,325    176,760 
Cash at end of period     31,626    74,851 
Supplemental information:          
Cash paid for interest  $16,803   $16,720 
           
Noncash investing and financing transactions:          
Noncash transaction: consolidation of note payable    $261,150   $ 
Noncash transaction: stock issued under convertible debenture    $53,050   $-  
Noncash transaction: discount on derivatives    $27,906   $-  
Noncash transaction: Derivative liability extinguished on conversion    $49,764   $ 
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   $- 

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 5 

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2015

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 month period ended October 31, 2015, 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 October 31, 2015, 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 5, 6 and 7.

 

Going Concern

 

The Company’s unaudited condensed consolidated financial statements for the period ended October 31, 2015, 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 October 31, 2015, the Company had outstanding three convertible notes in the aggregate principal amount of approximately $65,000, 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 six 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 $204,000 of cash to support its operations and such cash needs are expected to continue in the upcoming year. As of October 31, 2015, the Company has approximately $32,000 in cash.

 

 6 

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2015

Unaudited

 

Note 1. Financial Statement Presentation– continued

 

Reclassifications

 

Certain amounts in previous periods have been reclassified to conform to fiscal year ending 2015 classifications.

 

Note 2. 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 October 31, 2015 and April 30, 2015 net rent amounts due totaled $7,743 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 October 1, 2015. 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 six months ended October 31, 2015. 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.

 

 7 

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2015

Unaudited

 

Note 3. Notes Payable

 

The Company is indebted as follows:

 

   October, 31   April , 30 
   2015   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 

 

See Note 1.

 

Note 4. Related Party Advance

 

In July 2015 EIG, a major shareholder of the Company, advanced the Company $46,000. 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 $46,000 at October 31, 2015. See Note 12.

 

 8 

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2015

Unaudited

 

Note 5. 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 October 31, 2015, the Company held certain financial instruments that are measured at fair value on a recurring basis. These consisted of convertible debt totaling $540,991 with a derivative liability totaling $63,632 at October 31, 2015 which are categorized as Level 3. The related gain on derivatives totaled $5,777 for the six month period ended October 31, 2015.

 

Note 6 - Derivative Liability

 

During the six months ended October 31, 2015, the Company identified conversion features embedded within its convertible debt. See Notes 7 and 8. 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 October 31, 2015 is as follows:

 

April 30, 2015 balance  $- 
Discount on Debt   70,926 
Write-off to additional paid in capital   (1,517)
Fair value mark- to market adjustment   (5,777)
Derivatives liability, net of discount  $63,632 

 

 9 

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2015

Unaudited

 

Note 6 - Derivative Liability - continued

 

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 six months ended October 31, 2015:

 

  Exercise prices See Notes 7 and 8  
  Expected dividends 0%  
  Expected Volatility 149% - 324%  
  Expected terms See Notes 7 and 8  
  Discount rate .01% -.75%  

 

Note 7. 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. The Company may repay the JMJ Note at any time on or before 90 days from the effective date, after which the Company may not make further payments on this JMJ Note prior to the maturity date. If the Company does not repay the consideration on or before 90 days from its effective date, a one-time interest charge of 12% is 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. The balance due under the JMJ Note was $33,333 less the unamortized discount of $31,012, at October 31, 2015. Amortization of the related discount totaled $2,320 for the six months ended October 31, 2015. The effective interest rate on the JMJ Note as a result of the discount was 14.09% which resulted in interest expense of approximately $4,227 for the period ending October 31, 2015. Accrued interest due under the JMJ Note totaled $4,000 at October 31, 2015.

 

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. There was no remaining principal balance or accrued interest due under the KBM Convertible Note at October 31, 2015. See Note 10.

 

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”). On September 24, 2015 Vis Vires converted $8,330 of the March 2015 Vis Vires Convertible Note into a 2015 total of 13,655,738 shares of Common Stock at a fair value of $.00061 per share. See Note 10. The principal balance due under the March Vis Vires Convertible Note was $24,670 at October 31, 2015.

  

 10 

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2015

Unaudited

 

Note 7. Convertible Notes – continued

 

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. The principal balance due under the May 2015 Vis Vires Convertible Note”) was $38,000 at October 31, 2015.

 

Accrued interest for both Vis Vires Convertible Notes totaled $2,990 at October 31, 2015.

 

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 retainted all the other outstanding convertible notes. At October 31, 2015 the derivative liability balance was $63,632, amortization of the derivative discount totaled $43,246 and the derivative gain totaled $5,777 for the current fiscal period. See Notes 6 and 8.

 

Note 8. 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 $32,400 and $37,900 for the periods ended October 31, 2015 and 2014, respectively. Accrued interest due totaled $183,116 and $150,722 at October 31, 2015 and April 30, 2015, respectively. The balance due totaled $476,000 at October 31, 2015 and April 30, 2015. As of October 31 2015, the Company had not paid the annual interest payment due November 5, 2013. The due date for extension is in negotiation with Rupes Futura. See Notes 6 and 7.

 

Note 9. Related Party Subscription Agreement

 

In connection with the related party Subscription Agreement, in the six months ended October 31, 2015 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.

 

 11 

 

 

ProGreen Properties, Inc.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2015

Unaudited

 

Note 10. Common Stock

 

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. See Note 7.

 

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 7.

 

On September 24, 2015 Vis Vires converted $8,330 of the March 2015 Vis Vires Convertible Note into a 2015 total of 13,655,738 shares of Common Stock at a fair value of $.00061 per share. See Note 7.

 

Note 11. Employee Stock Option Plan

 

Restricted Stock Units

 

For the six month period ended October 31, 2015 compensation expense relating to RSUs was recorded as follows:

 

   October 31,
   2015
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 October 31, 2015 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 October 31, 2015 Compensation Expense  $2,250
     
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 October 31, 2015 Compensation Expense  $2,000
     
Total compensation expense  $7,250

 

Note 12. Subsequent Event

 

In November 2015 EIG advanced the Company an additional $13,000. See Note 4.

 

 12 

 

 

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.

 

In fiscal 2012, we entered into a working agreement with American Residential Gap LLC (“ARG LLC”), a wholly-owned subsidiary of American Residential Gap ApS (“ARG”), a property investment company incorporated in Denmark. We completed the sale of eight properties to ARG in fiscal 2012 and 2013. ARG was acquired in 2013 by American Residential Fastigheter AB (“AMREFA”), a company formed under the laws of Sweden. During fiscal 2014 we completed the sale of one property to ARG LLC, and in 2015 our interim joint venture with ARG sold three leased properties to ARG LLC effective February 1, 2015, and sold a fourth property to ARG LLC in March 2015.

 

 13 

 

 

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. PAJV will acquire, own, operate, improve and hold for sale real estate properties under development. PAJV will fund the purchases of properties with loans from ARG. 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 has been restructured through a March 15, 2015, amendment to the Investment Agreement with AMREFA, superseding the December 2014 Interim PAJV Operating Agreement. As of this date the Company is no longer a 50% owner of the PAJV. The amendment provides 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%.

 

We are currently negotiating with AMREFA to restructure the working relationship between the companies, which would potentially involve our acquisition of AMREFA’s U.S. properties held by ARG in exchange for our equity securities. There is no assurance than we will be able to conclude these negotiations on favorable terms to Progreen so we can proceed to complete this transaction with AMREA.

 

In January 2015, ProGreen Construction LLC (“ProGreen Construction”) was formed as a wholly owned subsidiary of the Company. ProGreen Construction performs all construction and development services for the properties under development covered by the Investment Agreement.

 

RESULTS OF OPERATIONS

 

Three months Ended October 31, 2015 Compared to Three months Ended October 31, 2014

 

During the three months ended October 31, 2015, we incurred a net loss of approximately $121,000 compared to a net loss of approximately $63,000 for the three months ended October 31, 2014. Revenue decreased approximately $104,000 in the three months ended October 31, 2015 compared to the three months ended October 31, 2014. Proceeds from the sale of properties decreased to $0 as compared to $200,000 during the three months ended October 31, 2014. The Company sold two properties in the three months ended October 31, 2014. There were no such sales during the three months ended October 31, 2015. Commission revenue decreased to $0 as compared to $14,000 during the three months ended October 31, 2014. The Company received commissions on the sale of two managed properties in the three months ended October 31, 2014. There were no such commissions earned during the three months ended October 31, 2015.

 

The decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in three months ended October 31, 2014 to approximately $110,000 in the three months ended October 31, 2015, 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 October 31, 2015, as compared to the three months ended October 31, 2014. In the three months ended October 31, 2015 cost of properties sold decreased to $0 as compared to approximately $167,000 in the three months ended October 31, 2014 due to the sale of no properties in the current quarter. In the three months ended October 31, 2015 cost of construction services increased to approximately $97,000 as compared to $0 in the three months ended October 31, 2014, as a result of the Company’s formation of the construction company subsidiary and its services to ARG LLC.

 

Rental operating costs increased $1,300 for the three months ended October 31, 2015 as compared to a refund of approximately $1,600 in 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 $6,700 for the three months ended October 31, 2015 as compared to expense of approximately $1,600 in the same period in fiscal 2015. There were no sales of rental properties in the current quarter and the rental guarantees on two prior period property sales expired with no payment required resulting in a credit of approximately $6,700.

 

 14 

 

 

Compensation expense increased approximately $4,000 for the three months ended October 31, 2015 as compared to the comparable prior period. This increase is attributable to a former Director’s expired restricted stock units (“RSUs”) in the prior period.

 

Professional fees decreased approximately $4,000 for the three months ended October 31, 2015 as compared to the comparable prior period mainly due to decreased outside consulting and legal fees for the three months ended October 31, 2015.

 

Six months Ended October 31, 2015 Compared to Six months Ended October 31, 2014

 

During the six months ended October 31, 2015, we incurred a net loss of approximately $269,000 compared to a net loss of approximately $214,000 for the six months ended October 31, 2014. Revenue decreased approximately $66,000 in the six months ended October 31, 2015 compared to the six months ended October 31, 2014. Proceeds from the sale of properties decreased to $0 as compared to $200,000 during the six months ended October 31, 2014. The Company sold two properties in the six months ended October 31, 2014. There were no such sales during the six months ended October 31, 2015. Commission revenue decreased to $0 as compared to $19,000 during the six months ended October 31, 2014. The Company received commissions on the sale of two Company owned properties and on one managed property in the six months ended October 31, 2014. There were no such commissions earned during the six months ended October 31, 2015.

 

The decrease in revenue was partially offset by an increase in construction services revenue which increased from $0 in the six months ended October 31, 2014 to approximately $152,000 in the six months ended October 31, 2015, 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 $4,600 in the six months ended October 31, 2014 to approximately $7,200 in the six months ended October 31, 2015 due to the addition of six managed properties in the current fiscal period.

 

There have been fluctuations in certain expenses in the six months ended October 31, 2015, as compared to the six months ended October 31, 2014. In the six months ended October 31, 2015 cost of properties sold decreased to $0 as compared to approximately $167,000 in the six months ended October 31, 2014 due to the sale of no properties in the current period. Cost of construction services increased from $0 in six months ended October 31, 2014 to approximately $138,000 in the six months ended October 31, 2015, as a result of the Company’s formation of the construction company subsidiary and its services to ARG LLC.

 

Rental operating costs increased approximately $1,500 for the six months ended October 31, 2015 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 six months ended October 31, 2015 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 $3,200 for the six months ended October 31, 2015 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 $5,000 for the six months ended October 31, 2015 as compared to the comparable prior period due to decreased Company activity in the current six months.

 

Professional fees increased approximately $9,000 for the six months ended October 31, 2015 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 six months ended October 31, 2015.

 

 15 

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

At October 31, 2015, we had total assets of approximately $114,000 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 $67,000, accounts receivable increased approximately $25,800 due to amounts received from ARG prior to rent due and reduced construction activity in the current quarter, prepaid expenses decreased approximately $2,000, property and equipment decreased approximately $6,800 due to depreciation expense.

 

Cash decreased from approximately $99,000 as of April 30, 2015 to approximately $32,000 as of October 31, 2015. At October 31, 2015, we had stockholders’ deficit of approximately $1,131,000 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 $269,000 which was offset by compensation expense relating to RSUs of approximately $7,000, an amount received from a subscriber under a stock subscription agreement of approximately $54,000, stock issued under convertible debenture of approximately $53,000, a net write-off of the derivative liability of $2,000 and stock issued under service agreements of approximately $54,000 in the six month period ended October 31, 2015.

 

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.

 

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 present, the Company has outstanding three convertible notes in the aggregate principal amount of $65,000, 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. We expect conversions of these outstanding notes to depress the market prices of our common stock for the next six months to one year and to dilute substantially the ownership of our common stock by existing holders.

 

We have filed a Preliminary Information Statement, and an amendment thereto with the SEC, to increase our authorized number of shares of common stock to 5,000,000,000 shares.   Following SEC review of the amended Preliminary Information Statement, we filed with the SEC and mailed to our stockholders a Definitive Information Statement 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

 

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 $2,235 and $2,137 as of October 31, 2015 and April 30, 2015, respectively. The note payments are in arrears and the Company has been accepting reduced payments. Management believes the note is collectible and as such no reserve has been recorded.

 

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.

 

 16 

 

 

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, has guaranteed Progreen’s obligations under the Instalment Payment Agreement. 

 

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.

 

 17 

 

 

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 not 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.

 

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.

 

 18 

 

 

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.

 

Dated: April 25, 2016 PROGREEN PROPERTIES, INC.
     
BY: /s/ Jan Telander
    Jan Telander
  President and Chief Executive Officer

 

 

 

19