UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For Quarter Ended: ~~January~~July 31, 2018

Commission File Number 000-25429

PROGREEN US, INC.

(Exact name of registrant as specified in its charter)

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

2667 Camino del Rio South, Suite 312

San Diego, CA 92108-3763

(Address of principal executive offices) (Zip Code)

(619) 487-9585

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if change since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ].

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]
			Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

The number of shares of the registrant’s only class of common stock issued and outstanding as of ~~March~~September 1914, 2018 was ~~412~~502,~~384~~256,~~316~~840 shares.

PROGREEN US, INC.

INDEX

		Page
Part I.	Financial Information	1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of January 31, 2018 (unaudited) and as of April 30, 2017	2
	Condensed Consolidated Balance Sheets as of July 31, 2018 (unaudited) and as of April 30, 2018	2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2018 and 2017 (unaudited)	3
	Condensed Consolidated Statements of Operations for the Three Months Ended July 31, 2018 and 2017 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2018 and 2017 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2018 and 2017 (unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2710
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3615
Item 4.	Controls and Procedures.	3615
Part II.	Other Information	3615
Item 6.	Exhibits.	3916
Signatures		4017

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, ~~2017~~2018.

The results of operations for the three ~~and nine~~ months ended ~~January~~July 31, 2018 and 2017 are not necessarily indicative of the results for the entire fiscal year or for any other period.

ProGreen US, Inc.

Condensed Consolidated Balance Sheets

	January 31, 2018			April 30, 2017
	July 31, 2018			April 30, 2018
	(Unaudited)
Assets
Rental property, net accumulated depreciation of $17,936 and $32,431	$	239,403		$	732,023
Agricultural land	$	160,000		$	-
Land under development		500,000			500,000
Property		~~739~~660,~~403~~000			1500,~~232,023~~000
Cash		~~139~~17,~~700~~971			~~289~~106,~~095~~256
Accounts receivable, net of allowance of $7,395 and $7,395		53,498			15,957
Accounts receivable, net of allowance of $36,910 and $37,960		-			-
Notes receivable - land contracts, net of allowance of $4,800 and $4,800		225,094			158,153
Notes receivable - land contracts, net of allowance of $199,793 and $221,080		70,659			70,659
Other assets		2546,~~799~~223			582,~~956~~909
Note receivable - related party		~~942~~1,327,500			~~690~~1,187,500
Property and equipment:
Vehicles, furniture and equipment, net of accumulated depreciation of $46,614 and $44,301		3,762			3,091
Vehicles, furniture and equipment, net of accumulated depreciation of $46,792 and $46,703		3,804			3,804
Total assets	$	2,~~129~~126,~~756~~157		$	21,~~394~~951,~~775~~128
Liabilities and Stockholders' Deficit
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses	$	~~119~~382,~~401~~551		$	~~117~~348,~~068~~657
Obligations under capital lease		-			3,373
Reservation and tenant deposits		51,500			48,085
Reservation and tenant deposits		45,822			21,313
Notes payable		23,512			23,512
Notes payable		33,512			214,106
Note payable, related parties, net of discount of $0 and $0, respectively		840,555			882,555
Note payable, related parties, net of discount of $3,921 and $58,005, respectively		911,234			396,995
Note payable - Ann Arbor		52,482			58,952
Note payable - Ann Arbor		170,266			450,258
Derivative liabilities		1,952,971			772,895
Derivative liabilities		570,608			361,742
Convertible debentures, net of discount of $272,590 and $32,682, respectively		1,019,191			839,247
Convertible debentures, net of discount of $26,386 and $65,184, respectively		648,793			566,316
Dividend payable		132,477			108,579
Dividend payable		85,461			13,767
Liability under land contract – related party		520,000			400,000
Liability under land contract – Related Party		450,000			450,000
Total liabilities		4,975,239			3,482,482
Total liabilities		3,035,097			2,594,938
Stockholders’ deficit
Stockholders' deficit
Convertible preferred stock, Series A $.0001 par value, 1,000,000 shares authorized, 967,031 and 967,031 shares issued and outstanding, at July 31, 2018 and April 30, 2017		97			97
Convertible preferred stock, Series A $.0001 par value, 1,000,000 shares authorized, 967,031 and 967,031 shares issued and outstanding, at January 31, 2018 and April 30, 2017		97			97
Convertible preferred stock, Series B $.0001 par value, 8,534,625 shares authorized, 8,534,625 and 8,534,625 shares issued and outstanding at July 31, 2018 and April 30, 2017		853			853
Convertible preferred stock, Series B $.0001 par value, 8,534,625 shares authorized, 8,534,625 and 8,534,625 shares issued and outstanding at January 31, 2018 and April 30, 2017		853			853
Common stock, $.0001 par value, 1,250,000,000 shares authorized, 432,120,413 and 421,577,283 outstanding at July 31, 2018 and April 30, 2017		43,211			42,157
Common stock, $.0001 par value, 950,000,000 shares authorized, 398,835,129 and 349,811,110 outstanding
Additional paid in capital		6,063,808			6,221,833
at January 31, 2018 and April 30, 2017		39,883			34,981
Accumulated other comprehensive income		(22,531	)		(30,999	)
Additional paid in capital		6,368,792			6,379,564
Accumulated deficit		(8,860,506	)		(7,723,312	)
Accumulated other comprehensive income		(3,468	)		2,357
Total controlling interest		(2,775,068	)		(1,489,371	)
Accumulated deficit		(7,282,825	)		(6,617,353	)
Noncontrolling interest in consolidated subsidiary		(74,014	)		(41,983	)
Total controlling interest		(876,668	)		(199,501	)
Total stockholders’ deficit		(2,849,082	)		(1,531,354	)
Noncontrolling interest in consolidated subsidiary		(28,673	)		(662	)
Total liabilities and stockholders’ deficit	$	2,126,157		$	1,951,128
Total stockholders' deficit		(905,341	)		(200,163	)
Total liabilities and stockholders' deficit	$	2,129,756		$	2,394,775

See accompanying ~~Notes~~notes to ~~Unaudited~~these ~~Condensed~~unaudited ~~Consolidated~~condensed ~~Financial~~consolidated ~~Statements~~financial statements

ProGreen US, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	January 31,						January 31,
	July
	2018			2017			~~2018~~			~~2017~~
Revenues:
Rental revenue	$	~~13,088~~-		$	2315,~~595~~525		$	~~44,138~~		$	~~72,200~~
Net gain from sale of properties		(24,719	)		18,650			15,186			60,253
Net gain on sale of properties		-			39,905
Commission revenue		-			-			-			3,570
Total Revenue	$	-		$	55,430
Other income		-			280			-			330
Expenses:
Total Revenue	$	(11,631	)	$	42,525		$	59,324		$	136,353
Selling, General & administrative		156,015			112,475
Expenses:
Professional fees		135,233			59,200
Selling, general & administrative		87,856			111,242			283,249			298,714
Total operating expenses	$	291,248		$	171,675
Bad debt expense (recovery)		-			(2,235	)					(2,235	)
Operating loss		(291,248	)		(116,245	)
Professional fees		99,053			30,763			249,343			163,038
Other expenses and income:
Total operating expenses	$	186,909		$	139,770		$	532,592		$	459,517
Interest expense, net		(536,754	)		(96,792	)
Operating loss		(198,540	)		(97,245	)		(473,268	)		(323,164	)
Loss on settlement of liabilities, common stock		(33,240	)		(44,659	)
Other expenses and income:
Gain (loss) on change in fair value of derivative liabilities		(284,085	)		114,628
Interest expense, net		(131,737	)		(100,513	)		(910,716	)		(154,934	)
Loss before income tax expense	$	(1,145,327	)	$	(143,068	)
Loss on settlement of liabilities, convertible preferred stock, Series A		-			-			-			(428,105	)
Net Loss	$	(1,145,327	)	$	(143,068	)
Gain on settlement of liabilities, redeemable, convertible preferred stock, Series B		-			-			-			10,803
Less: Net loss attributable to noncontrolling interest	$	(32,031	)	$	(10,936	)
Loss on settlement of liabilities, common stock		-			-			(44,659	)		-
Net Loss attributable to parent	$	(1,113,296	)	$	(132,132	)
Gain on change in fair value of derivative liabilities		177,929			(40,958	)		806,854			(24,298	)
Deemed dividend on redeemable, convertible preferred stock, Series B	$	23,898		$	23,898
Loss before income tax expense	$	(152,348	)	$	(238,716	)	$	(621,789	)	$	(919,698	)
Net Loss attributable to parent common shareholders	$	(1,137,194	)	$	(156,030	)
Net Loss	$	(152,348	)	$	(238,716	)	$	(621,789	)	$	(919,698	)
Other comprehensive loss
Less: Net loss attributable to noncontrolling interest	$	(20,768	)	$	-		$	(28,011	)	$	-
Change in foreign currency translation adjustments	$	8,468		$	(639	)
Net Loss attributable to parent	$	(131,580	)	$	(238,716	)	$	(593,778	)	$	(919,698	)
Other comprehensive loss	$	8,468		$	(639	)
Dividend on redeemable, convertible preferred stock, Series B	$	23,898		$	-		$	71,694		$	-
Comprehensive net loss attributable to parent	$	(1,128,726	)	$	(156,669	)
Net loss attributed to parent common shareholder	$	(155,478	)	$	(238,716	)	$	(665,472	)	$	(919,698	)
Net loss per share - basic and fully diluted	$	(0.00	)	$	(0.00	)
Other comprehensive loss
Weighted average shares outstanding - basic and fully diluted		424,088,103			350,596,197
Change in foreign currency translation adjustments	$	16,737		$	-		$	(5,825	)	$	-
Other comprehensive income		16,737			-			(5,825	)		-
Comprehensive net loss	$	(138,741	)	$	(238,716	)	$	(671,297	)	$	(919,698	)
Net loss per share - basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic and fully diluted		386,464,585			348,995,827			366,594,324			344,438,511

See accompanying ~~Notes~~notes to ~~Unaudited~~these ~~Condensed~~unaudited ~~Consolidated~~condensed ~~Financial~~consolidated ~~Statements~~financial statements

ProGreen US, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	Three Months Ended
	January 31,
	July
	2018			2017
Cash used in operating activities
Net loss	$	(~~621~~1,~~789~~145,327	)	$	(~~919~~143,~~698~~068	)
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation - restricted stock units		~~1,000~~-			51,~~626~~000
Depreciation		~~15,720~~-			297,~~244~~730
Bad debt expense (recovery)		-			(2,235	)
Gain on sale of rental properties		-			(39,905	)
Gain on sale of rental properties		(15,186	)		(60,253	)
Loss (Gain) on change in fair value of derivative liabilities		284,085			(114,628	)
Gain on change in fair value of derivative liabilities		(806,854	)		24,298
Loss on settlement of liabilities		33,240			44,659
Loss on settlement of liabilities		44,659			-
Warrants issued		20,100			-
Gain on settlement of liabilities, Series B		-			(10,803	)
Amortization of debt discount		390,970			73,039
Loss on settlement of liabilities, Series A		-			428,105
Amortization of debt discount		637,006			113,056
Changes in operating assets and liabilities:
Other receivables-related party		-			(66	)
Accounts receivable		-			(17,162	)
Accounts receivable		(37,541	)		(5,981	)
Accounts payable and accrued expenses		42,341			11,031
Prepaid expense		-			(2,090	)
Reservation and tenant deposits		3,415			6,000
Deposits		-			(4,275	)
Other current assets		36,686			(10,296	)
Accounts payable and accrued expenses		9,384			3,576
Cash Provided used in operating activities		(334,490	)		(181,600	)
Reservation and tenant deposits		24,509			-
Cash used in investing activities
Other current assets		(19,843	)		-
Purchase of office equipment		-			(1,557	)
Cash used in operating activities		(768,935	)		(401,496	)
Proceeds from sale of properties		-			231,000
Cash provided by (used in) investing activities
Purchase of land		(40,000	)		-
Purchase of office equipment		(2,984	)		-
Loan for note receivable - related party		(140,000	)		(265,000	)
Proceeds from sale of properties		423,000			99,000
Cash provided by (used in) investing activities		(180,000	)		(35,557	)
Proceeds from notes receivable-land contracts		4,458			1,335
Cash provided by (used in) financing activities
Purchase of land		-			(12,000	)
Proceeds from convertible preferred stock, Series A issued for cash from related party		-			-
Loan for note receivable - related party		(302,000	)		(215,500	)
Proceeds from the sale of common stock		50,000			-
Loan repayment by related party		50,000			-
Proceeds from notes payable-related party		-			104,970
Cash provided by (used in) investing activities		172,474			(127,165	)
Proceeds from notes payable		-			(336,426	)
Cash provided by financing activities
Repayment of notes payable		(6,470	)		-
Proceeds from convertible preferred stock, Series A issued for cash from related party		-			100,000
Repayment of notes payable related party		(42,000	)		-
Proceeds from advances from related party		-			194,000
Proceeds from convertible debentures		467,707			251,000
Proceeds from the sale of common stock		399,602			-
Repayment of convertible debentures		(51,500	)		(42,000	)
Proceeds from notes payable - related party		480,155			-
Decrease in obligations under capital leases		-			(1,343	)
Proceeds from notes payable		49,000			-
Cash provided by financing activities		417,737			(23,799	)
Repayment of notes payable		(510,267	)		-
Effect of foreign exchange on cash		8,468			(639	)
Repayment of notes payable related party		(20,000	)		-
Net change in cash		(88,285	)		(241,595	)
Proceeds from convertible debentures		886,938			220,000
Cash at beginning of period		106,256			289,095
Repayment of convertible debentures		(829,164	)		(22,000	)
Cash at end of period	$	17,971		$	47,500
Payments on line of credit		-			(35,941	)
Dividend paid by cash		-			(47,425	)
Decrease in obligations under capital leases		(3,373	)		(5,925	)
Cash provided by financing activities		452,891			402,709
Effect of foreign exchange on cash		(5,825	)		-
Net change in cash		(149,395	)		(125,952	)
Cash at beginning of period		289,095			189,942
Cash at end of period	$	139,700		$	63,990
Supplemental information:
Cash paid for interest	$	~~251~~226,~~389~~006		$	279,~~170~~318
Noncash investing and financing transactions:
Convertible preferred stock, Series A issued in settlement of liabilities	$	-		$	683,613
Reclassification of equity to derivative liability due to tainting	$	320,890		$	-
Convertible preferred stock, Series A issued for subscription receivable	$	-		$	200,000
Reclassification of derivative liability to equity due to conversion	$	45,000		$	-
Redeemable, convertible preferred stock, Series B issued in settlement of liabilities	$	-		$	1,246,614
Dividend declared not paid, redeemable, convertible preferred stock, Series B	$	23,898		$	23,898
Reclassification of equity to derivative liability due to tainting	$	151,166		$	83,302
Discount on derivatives	$	600,000		$	41,312
Reclassification of derivative liability to equity due to conversion	$	374,354		$	-
Deferred gain on sale of rental properties	$	-		$	52,601
Accretion of redeemable, convertible preferred stock, Series B	$	-		$	44,548
Note receivable - land contracts issued for sale of properties	$	-		$	124,000
Dividend declared not paid, redeemable, convertible preferred stock, Series B	$	71,694		$	39,505
Accrued interest rolled into principal	$	-		$	639
Stock issued under previous subscription agreement	$	-		$	977
Derivative liability due to true up feature of common shares issued	$	-		$	-
Discount on derivatives	$	490,371		$	208,995
Stock issued for convertible debt and accrued interest	$	61,680		$	-
Conversion of debt and accrued interest into common stock	$	101,098		$	19,955
Purchase of land on account	$	120,000		$	-
Deferred gain on sale of rental properties	$	52,601		$	-
Note receivable - land contracts issued for sale of properties	$	124,000		$	206,000
Land purchased under land contract - related party	$	-		$	488,000
Accrued interest rolled into principal	$	681		$	-
Derivative liability due to true up feature of common shares issued	$	748,537		$	-
Stock issued in settlement of accrued interest		-		$	50,700

See accompanying ~~Notes~~notes to ~~Unaudited~~these ~~Condensed~~unaudited ~~Consolidated~~condensed ~~Financial~~consolidated ~~Statements~~financial statements

~~PROGREEN~~ProGreen US, ~~INC~~Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~FINANCIAL~~FINACIAL STATEMENTS

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, ~~2017~~2018 (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 ~~nine~~three month period ended ~~January~~July 31, 2018, are not necessarily indicative of the results that may be expected for the year ending April 30, ~~2018~~2019.

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~~accounting principles generally accepted in the United States of America 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 ~~nine~~three months ended ~~January~~July 31, 2018, and the Company does not expect the adoption, as applicable, of other recent accounting pronouncements will have a material impact on its financial statements.

Going Concern

The Company’s unaudited condensed consolidated financial statements for the period ended ~~January~~July 31, 2018, have been prepared on 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 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 $769,000 of cash to support its operations and such cash needs are expected to continue in the upcoming year. As of January 31, 2018, the Company has approximately $140,000 in cash.

Earnings (loss) per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

In periods of losses from operations, basic and diluted income per share from operations are also the same, as ASC 260-10 requires the use of the denominator used in the calculation of loss per share from operations in all other calculations of earnings per share presented, despite the dilutive effect of potential common shares.

The potentially dilutive effects of 14,000,000 common shares and 7,940,000 warrants were not considered in the calculation of EPS as the effect would be anti-dilutive on January 31, 2018 and 2017.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Based on the conversion prices in effect, the potentially dilutive effects of 0 and 28,760,557 due to convertible debt were not considered in the calculation of EPS as the effect would be anti-dilutive on January 31, 2018 and 2017, respectively.

Based on the conversion prices in effect, the potentially dilutive effects of 293,039,697 due to convertible preferred stock series A were not considered in the calculation of EPS as the effect would be anti-dilutive on January 31, 2018 and 2017.

Based on the conversion prices in effect, the potentially dilutive effects of 59,756,142 due to convertible preferred stock series B were not considered in the calculation of EPS as the effect would be anti-dilutive on January 31, 2018 and 2017.

Reclassifications

Certain amounts in previous periods have been reclassified to conform to fiscal year ending 2018 classifications.

~~Recent~~Note ~~Accounting~~2. ~~Pronouncements~~Agricultural Land, Land Under Development and Liability under Land Contract-Related Party

InDuring ~~February 2016,~~ the ~~FASB~~quarter ~~issued~~ended ~~ASU~~July ~~2016-02~~31, ~~Leases~~2018, ~~which~~the ~~will~~Company ~~amend~~acquired ~~current~~agricultural ~~lease~~land ~~accounting~~and tounder ~~require~~the ~~lessees~~terms toof ~~recognize (i)~~ a ~~lease~~definitive ~~liability~~purchase agreement, the ~~which~~Company isrecorded aagricultural ~~lessee’s~~land ~~obligation~~at tocost ~~make~~in ~~lease~~the ~~payments~~amount ~~arising~~of ~~from a lease~~$160,000, ~~measured~~paid ~~on a discounted basis~~$40,000 ~~and (ii) a right-~~of~~-use~~ ~~asset, which is an asset that represents~~ the ~~lessee’s~~purchase ~~right~~price toand ~~use,~~recorded ora ~~control the use of,~~liability aunder ~~specified~~land ~~asset~~contract for the ~~lease~~balance ~~term.~~due ~~ASU~~in ~~2016-02~~the ~~does~~amount ~~not~~of ~~significantly~~$120,000 ~~change~~and ~~lease~~$0 ~~accounting~~as ~~requirements~~of ~~applicable~~July ~~to lessors; however~~31, ~~certain~~2018 ~~changes~~and ~~were~~April ~~made to align~~30, ~~where necessary~~2018, ~~lessor accounting with the lessee accounting model~~respectively. ~~This standard~~ ~~will~~No beinterest ~~effective~~is ~~for~~due ~~fiscal~~under ~~years~~the ~~beginning~~terms ~~after~~of ~~December~~the ~~15,~~definitive ~~2018,~~purchase ~~including interim periods within those fiscal years~~agreement. The Company isheld ~~currently~~agricultural ~~reviewing~~land in the ~~provisions~~amount of ~~this~~$160,000 and ~~ASU~~$0, toas ~~determine~~of ifJuly ~~there~~31, ~~will~~2018 beand ~~any~~April ~~impact~~30, ~~on our results of operations~~2018, ~~cash~~ ~~flows or financial condition~~respectively.

InThe ~~April~~Company ~~2016,~~held ~~the~~land ~~FASB~~under ~~issued~~development ~~ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments~~ in ~~this Update do not change~~ the ~~core~~amount ~~principle~~ of ~~the guidance in Topic 606. Rather~~$500,000 ~~the~~as ~~amendments in this Update clarify the following two aspects~~ of ~~Topic~~July ~~606:~~31, ~~identifying~~2018 ~~performance obligations~~ and ~~the~~April ~~licensing implementation guidance~~30, ~~while retaining the related principles for those areas~~2017. ~~Topic~~The ~~606~~liability ~~includes~~under ~~implementation guidance on (a) contracts~~land ~~with~~contract ~~customers~~ to ~~transfer~~purchase ~~goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use~~ the ~~entity’s~~land ~~intellectual~~was ~~property~~$400,000 ~~(which~~as is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of ~~judgment necessary~~July to31, ~~comply~~2018 ~~with~~and ~~Topic~~April ~~606. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations~~30, ~~cash flows or financial condition~~2018.

Management has considered all recent accounting pronouncements issued since and their potential effect on our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.5

~~Note~~ProGreen 2.US, ~~Rental Properties and Property under Development~~Inc.

~~Rental~~NOTES ~~properties~~TO ~~totaled~~UNAUDITED ~~$239,403~~CONDENSED ~~and~~CONSOLIDATED ~~$732,023~~FINACIAL as of January 31, 2018 and April 30, 2017, respectively. The Company owned three and ten rental properties as of January 31, 2018 and April 30, 2017, respectively. The Company held no properties under development as of January 31, 2018 and April 30, 2017STATEMENTS

~~Depreciation~~As ~~expense~~of ~~for~~July ~~the~~31, ~~Company’s~~2018 ~~rental~~payments ~~properties~~under ~~for~~ the ~~nine~~agreements ~~month~~are ~~periods~~due ~~ended~~as ~~January~~follows ~~31,~~for ~~2018~~liability ~~and~~under ~~2017~~land ~~totaled~~contract ~~$13,407~~– ~~and $22,841,~~related ~~respectively.~~party:

2019	$	200,000
2020		120,000
2021		100,000
2022		100,000
Total	$	520,000

Note 3. Note Receivable - Related Party

During the quarter ended July 31, 2018, the Company contributed an additional $140,000 to Inmobiliaria Contel S.R.L.C.V. Note Receivable - Related Party totaled $1,327,500 and $1,187,500 as of July 31, 2018 and April 30, 2018, respectively.

Note 4. Notes Payable

During the quarter ended July 31, 2018 no payments were made under Notes Payable. The amount due under the Southfield debt had a balance outstanding of $14,512 as of July 31, 2018 and April 30, 2018. The amount outstanding under the unsecured promissory note with an unrelated party note payable totaled $9,000 as of July 31, 2018 and April 30, 2018.

Note 5. Note Payable, Related Party

During the quarter ended July 31, 2018, the Company paid $42,000 of amounts due under the Company’s credit line promissory notes with its President and Chief Executive Officer.

Notes payable related parties includes the amounts due under the Credit Lines with a total balance outstanding of $840,555 and $882,555 as of July 31, 2018 and April 30, 2018, respectively.

Amortization of the related discount totaled $0 and $31,291 for the quarters ended July, 31, 2018 and 2017, respectively. The Company recorded total interest expense in connection with the Credit Lines in the amount of $10,494 and $5,876 for the quarters ended July, 31, 2018 and 2017, respectively. Total accrued interest due under the Credit Lines was $61,111 and $50,617 as of July, 31, 2018 and April 30, 2018, respectively.

Note 6. Note Payable to Bank of Ann Arbor

During the quarter ended July 31,2018 the Company paid $6,470 under the note payable Ann Arbor and had a balance outstanding of $52,482 and $58,952 as of July 31, 2018 and April 30, 2018, respectively. The Company recorded interest expense in connection with this note payable in the amount of $1,475 and $7,005 for the quarters ended July 31, 2018 and 2017, respectively. Accrued interest due under the note payable totaled $1,109 and $304 as of July 31, 2018 and April 30, 2018, respectively.

Principal payment requirements on the notes payable to Bank of Ann Arbor are as follows:

2019	$	30,035
2020		22,447
Thereafter		-
Total	$	52,482

~~PROGREEN~~ProGreen US, ~~INC~~Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~FINANCIAL~~FINACIAL STATEMENTS

Note 37. ~~Land~~Fair ~~under~~Value ~~Development~~Measurement ~~and Liability under Land Contract-Related Party~~

The Company held land under development in the amount of $500,000 as of January 31, 2018 and April 30, 2017.

During the year ended April 30, 2017, the Company through its subsidiary Procon, purchased the first tract of land for residential real estate development. The purchased land was formerly owned by a relative of Contel’s majority shareholder.

Under the terms of the definitive purchase agreement, the Company has recorded land at cost in the amount of $500,000, paid $50,000 of the purchase price and recorded a secured liability under land contract for the balance due in the amount of $450,000 as of January 31, 2018 and April 30, 2017. No interest is due under the terms of the definitive purchase agreement. As of January 31, 2018 payments are due as follows:

Year Ending	April 30 ,
2018	$	50,000
2019		100,000
2020		100,000
2021		100,000
2022		100,000
	$	450,000

Note 4. Accounts Receivable

Accounts receivable totaled $60,893 and $23,352 at January 31, 2018 and April 30, 2017, respectively and is comprised of amounts rent due from tenants in the amount of $45,845 and $12,245 at January 31, 2018 and April 30, 2017, respectively, other receivables in the amount of $1,800 and $0 at January 31, 2018 and April 30, 2017 respectively and Procon’s accounts receivable in the amount of $13,248 and $11,107 at January 31, 2018 and April 30, 2017, respectively.

During the year ended April 30, 2017, management determined the rent due from one tenant may not be collectible and an allowance for uncollectible accounts receivable was established in the amount of $7,395, resulting in net accounts receivable of $53,498 and $15,957 at January 31, 2018 and April 30, 2017, respectively. There was no bad debt expense recognized in the nine month periods ended January 31, 2018 and 2017.

Note 5. Notes Receivable - Land Contracts and Gain on Sale of Properties and Property under Development

On January 8, 2018 the Company sold one of its rental properties located at 7648 Woodview with a selling price of $83,000. The entire $83,000 was received in cash (net of costs totaled $75,995) in the nine months ended January 31, 2018 and the Company recognized a loss on the sale of this property in the amount of $15,868.

On December 12, 2017 the Company sold one of its rental properties located at 27971 Rollcrest Road with a selling price of $75,000. The entire $75,000 was received in cash (net of costs totaled $69,824) in the nine months ended January 31, 2018 and the Company recognized a gain on the sale of this property in the amount of $6,785

On December 8, 2017 the Company sold one of its rental properties located at 25825 Lahser Road with a selling price of $34,000. The entire $34,000 was received in cash (net of costs totaled $30,084) in the nine months ended January 31, 2018 and the Company recognized a loss on the sale of this property in the amount of $15,636.

On July 12, 2017 the Company sold one of its rental properties located at 20351 Lacrosse with a selling price of $126,000. The entire $126,000 was received in cash (net of costs totaled $113,617) in the nine months ended January 31, 2018 and the Company recognized a gain on the sale of this property in the amount of $30,339.

On June 16, 2017 the Company sold one of its rental properties located at 26005 Franklin Pointe-with a selling price of $92,000. The entire $92,000 was received in cash (net of costs totaled $82,597) in the nine months ended January 31, 2018 and the Company recognized a gain on the sale of this property in the amount of $9,566.

On May 23, 2017 the Company sold one of its rental properties located at 20210 Westover with a selling price of $45,000.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company received a deposit of $5,000 and issued a secured Land Contract to the buyer, for the balance owed in the amount of $40,000, to be paid in monthly installments, including principal and interest, beginning August 1, 2017 through May 20, 2020. The Land Contract bears interest at 8% per annum. In the nine months ended January 31, 2018 the Company recognized a deferred gain on the sale of this property in the amount of $18,822 which is offset against the receivable balance on the face of balance sheet. The balance due under this Land Contract totaled $38,971 and $0 plus accrued interest in the amount of $18 and $0 as of January 31, 2018 and April 30, 2017, respectively. At January 31, 2018 and April 30 2017 the deferred profit on the sale of this property totaled $18,822 and $0 respectively.

On May 23, 2017 the Company sold one of its rental properties located at 2100 Westover with a selling price of $92,000. The Company received a deposit of $8,000 and issued a secured Land Contract to the buyer, for the balance owed in the amount of $84,000, to be paid in monthly installments, including principal and interest, beginning June 1, 2017 through May 10, 2020. The Land Contract bears interest at 9% per annum. In the nine months ended January 31, 2018 the Company recognized a deferred gain on the sale of this property in the amount of $33,779 which is offset against the receivable balance on the face of balance sheet. The balance due under this Land Contract totaled $84,000 and $0 plus accrued interest in the amount of $4,189 and $0 as of January 31, 2018 and April 30, 2017, respectively. At January 31, 2018 and April 30 2017 the deferred profit on the sale of this property totaled $33,779 and $0 respectively.

On June 25, 2016 the Company sold a second one of its rental properties located at 21421 Greenview Avenue with a selling price of $109,000. The Company received a deposit of $12,000 and issued a secured Land Contract to the buyer, for the balance owed in the amount of $97,000, to be paid in monthly installments, including principal and interest, beginning August 1, 2016 through June 30, 2019. The Land Contract bears interest at 9% per annum. In the nine months ended January 31, 2018 and 2017 the Company recognized a gain on the sale of this property in the amount of $0 and $96 which is offset against the receivable balance on the face of the balance sheet. The balance due under this Land Contract totaled $93,285 and $ 96,276 plus accrued interest in the amount of $2 and $1,567 as of January 31, 2018 and April 30, 2017, respectively. At January 31, 2018 and April 30 2017 the deferred profit on the sale of this property totaled $96 and $96, respectively.

On May 20, 2016 the Company sold one of its rental properties located at 23270 Helen Street, with a selling price of $119,000. The Company received a deposit of $10,000 and issued a secured Land Contract to the buyer, for the balance owed in the amount of $109,000 to be paid in monthly installments, including principal and interest, beginning June 1, 2016 through June 1, 2019. The Land Contract bears interest at 9% per annum. In the nine months ended January 31, 2018 and 2017 the Company recognized a deferred gain on the sale of this property in the amount of $0 and $41,507 which is offset against the receivable balance on the face of balance sheet. The balance due under this Land Contract totaled $107,842 and $108,280 plus accrued interest in the amount of $6,167 and $1,655 as of January 31, 2018 and April 30, 2017, respectively. At January 31, 2018 and April 30, 2017 the deferred profit on the sale of this property totaled $41,507 and $41,507, respectively.

During the year ended April 30, 2017, management determined the amounts due under the secured land contracts may not be collectible in full and an allowance for uncollectible accounts was established in the amount of $4,800 for the portion management determined may not be collectible based on payment history. Notes receivable - land contracts, net of allowance total $225,094 and $158,153 at January 31, 2018 and April 30, 2017, respectively. There was no bad debt expense recognized in the nine months ended January 31, 2018 and 2017.

Note 6. Note Receivable - Related Party

On February 11 2016, the Company signed a definitive agreement with Inmobiliaria Contel S.R.L.C.V. (“Contel”) to finance the first tract of land of approximately 300 acres which is being developed by Contel for agriculture use in Baja California, Mexico. The Company’s Chief Executive Officer has made personal investments in this project, and has a 49.5% minority partnership interest in Contel The Company and its Chief Executive Office have no management or governance authority. Contel’s manager is not required to consult with him on any management decisions in the conduct of Contel’s business.

During the nine months ended January 31, 2018 the Company contributed an additional $302,000 to and received repayments in the amount of $50,000, from Baja Joint Venture, which is accounted for as an investment. Note Receivable - Related Party totaled $942,500 and $690,500 as of January 31, 2018 and April 30, 2017, respectively.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Property and Equipment

Major classifications of property and equipment are summarized as follows:

	January 31, 2018			April 30, 2017
Vehicles	$	40,902		$	40,902
Furniture		6,548			3,564
Office equipment		2,926			2,926
Total vehicles, furniture and equipment		50,376			47,392
Less: accumulated depreciation		(46,614	)		(44,301	)
Net carrying amount	$	3,762		$	3,091

Depreciation expense for the nine months ended January 31, 2018 and 2017 totaled $2,313 and $6,403, respectively.

Note 8. Reservation Deposits

In connection with Procon’s planned development of a residential community to be known as Cielo Mar (see Notes 1 and 3), located in Bahia de El Rosario, El Rosario, Baja California, Mexico (the “Development Project”); Procon has collected deposits (“Reservation Deposit”) from Depositors to reserve development lots until the first execution phase of the development and a Definitive Purchase Agreement is executed at which time the Depositor may proceed with the purchase which will result in the Reservation Deposit’s conversion to a purchase deposit. The Depositor may decide not to proceed with the purchase and the Reservation Deposit will be returned, unless waived in the Reservation Request, less 10% for administrative charges.

During the nine month period ended January 31, 2018, the Company’s subsidiary Procon has collected deposits (“Reservation Deposit”) in the amount of $24,209. Reservation deposits totaled $36,709 and $12,500 at January 31, 2018 and April 30, 2017, respectively.

Note 9. Notes Payable

On August 22, 2017 the Company entered into an unsecured promissory note payable with an unrelated party, borrowing $10,000. The note is an unsecured and is due July 19, 2018. The promissory note has a onetime interest charge of 15% (in the amount of $1,500) plus accrued interest of 5% per annum. The Company recorded interest expense in connection with the promissory note in the amount of $1,721 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the promissory notes totaled $1,721 and $0 as of January 31, 2018 and April 30, 2017, respectively. The amount outstanding under the note payable totaled $10,000 and $0 at January 31, 2018 and April 30, 2017, respectively.

On August 22, 2017 the Company entered into an unsecured promissory note payable with an unrelated party, borrowing $9,000. The note is an unsecured and is due July 19, 2018. The promissory note has a onetime interest charge of 15% (in the amount of $1,350) plus accrued interest of 5% per annum. The Company recorded interest expense in connection with the promissory note in the amount of $1,548 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the promissory notes totaled $1,548 and $0 as of January 31, 2018 and April 30, 2017, respectively. The amount outstanding under the note payable totaled $9,000 and $0 at January 31, 2018 and April 30, 2017, respectively.

On August 22, 2017 the Company entered into an unsecured promissory note payable with an unrelated party, borrowing $30,000. The note is an unsecured and is due July 19, 2018. The promissory bears interest of 5% per annum. The Company recorded interest expense in connection with the promissory note in the amount of $703 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. On January 24, 2018, the Company paid off the note payable in full in the amount of $30,000 plus the $703 of accrued interest. Accrued interest due under the promissory notes totaled $0 and $0 as of January 31, 2018 and April 30, 2017, respectively.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amount outstanding under the note payable was $0 at January 31, 2018 and April 30, 2017.

During the nine month period ended January 31, 2018 the Company paid in full the note payable due to AMREFA in amount of $200,000. The note was non-interest bearing. The note payable due to AMREFA had a balance outstanding of $0 and $ 200,000 as of January 31, 2018 and April 30, 2017.

The amount due under the secured Southfield debt had a balance outstanding of $14,512 and $14,106 as of January 31, 2018 and April 30, 2017, respectively. In connection with the Southfield debt, during the nine month periods ended January 31, 2018 and 2017, the Company capitalized interest expense of $406 and $0 a respectively. Accrued interest totaled $105 and $301 at January 31, 2018 and April 30, 2017, respectively. The accrued interest of $406 was rolled into principal.

Note 10. Notes Payable, Related Parties

Promissory Notes

Credit Line 4

During the nine months ended January 31, 2018, the Company’s President entered into an unsecured 5% Promissory Note (“Credit Line 4”) whereby the Company borrowed a total of $185,155 with interest at a rate of five (5%) percent per annum, which is payable on July 19, 2018. During the nine months ended January 31, 2018 the Company repaid $20,000 of Credit Line 4. Notes payable related parties includes the amount due under these notes, with a balance outstanding of $165,155 and $0 as of January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with these notes in the amount of $2,940 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Credit Line totaled $2,940 and $0 as of January 31, 2018 and April 30, 2017, respectively.

Credit Line 3

On July 19, 2017 the Company’s President entered into a one year unsecured 5% Promissory Note (“Credit Line 3”) whereby the Company may borrow up to $250,000 with interest at a rate of five (5%) percent per annum due on July 19, 2018. During the nine month period ended January 31, 2018 the Company borrowed $250,000 under Credit Line 3. Notes payable related parties includes the amount due under Credit Line 3 with a balance outstanding of $250,000 and $0 as of January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with Credit Line 3 in the amount of $7,107 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Credit Line totaled $7,107 and $0 as of January 31, 2018 and April 30, 2017, respectively.

Credit Line 2

During the nine month period ended January 31, 2018, the Company borrowed the remaining $45,000 under the unsecured Credit Line 2. As a result of the derivatives calculation an additional discount of $7,590 was recorded in the nine month period ended January 31, 2018. Notes payable related parties includes the amount due under Credit Line 2, with a balance outstanding of $250,000 and $205,000, less the unamortized discount of $3,921 and $43,058 as of January 31, 2018 and April 30, 2017, respectively.

Amortization of the related discounts totaled $46,727 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. The Company recorded interest expense in connection with Credit Line 2 in the amount of $8,337 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Credit Line totaled $9,918 and $1,581 as of January 31, 2018 and April 30, 2017, respectively.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Credit Line 1

Notes payable related parties includes the amount due under the unsecured Credit Line 1 with a balance outstanding of $250,000 less the unamortized discount of $0 and $14,947 as of January 31, 2018 and April 30, 2017, respectively. Amortization of the related discount totaled $14,947 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. The Company recorded interest expense in connection with Credit Line 1 in the amount of $9,336 and $0 for the for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Credit Line totaled $ 14,397 and $5,061 as of January 31, 2018 and April 30, 2017, respectively.

Warrants

In connection with Credit Line 1, the Company issued the President common stock purchase warrants. The number of warrant shares totals 2,500,000 as of January 31, 2018 and April 30, 2017. The warrants have a five year term. See Notes 12 and 13.

In connection with Credit Line 2, the Company issued the President common stock purchase warrants. The warrants entitle the President to purchase ten shares of common stock for each one ($1.00) dollar of total disbursements by the President to the Company, of up to 2,500,000 shares of common stock at an exercise price of $0.05. During the nine period ended January 31, 2018 the remaining 450,000 warrants were issued in three 150,000 increments between July 5, 2017 and July13, 2017, resulting in a total number of warrant shares of 2,500,000 and 2,050,000 as of January 31, 2018 and April 30, 2017. The warrants have a five year term. See Notes 12 and 13.

Note 11. Note Payable to Bank of Ann Arbor

The secured note payable had a balance outstanding of $170,266 and $450,258 as of January 31, 2018 and April 30, 2017, respectively and the Company recorded interest expense in connection with this note payable in the amount of $16,744 and $25,056 for the nine months ended January 31, 2018 and 2017, respectively. The change in the outstanding balance is attributable to payments of $280,267 and $275 accrued interest which was rolled into principal. Accrued interest due under the note payable totaled $934 and $1,953 as of January 31, 2018 and April 30, 2017, respectively.

Principal payment requirements on the notes payable to Bank of Bank Arbor are as follows:

2018	$	8,302
2019		33,602
2020		35,659
2021		92,703
Thereafter		-
Total	$	170,266

Note 12. 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.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy 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.

The Company held certain financial instruments that are measured at fair value on a recurring basis. These consisted of convertible debt totaling $0 and $105,000 at January 31, 2018 and April 30, 2017 respectively, with a derivative liability totaling $0 (including 13,000,000 stock warrants) and $361,742 (including 10,550,000 stock warrants) at January 31, 2018 and April 30, 2017, respectively, which are categorized as Level 3. The Company also determined that the True-Up feature of the valuation dates of the subscription agreements represents an embedded derivative since the True-Up feature represents a variable number of shares upon each valuation date (See Note 15). The derivative liability on True-Up feature totaled $570,608 and $0 at January 31, 2018 and April 30, 2017, respectively, which are categorized as Level 3.

~~The~~Financial ~~related~~instruments ~~gain~~measured ~~(loss)~~at ~~on change in~~ fair value ~~of derivatives totaled $806,854 and ($24,298) for the nine month periods ended January 31, 2018 and 2017, respectively.~~are:

~~See Notes~~● 10Convertible debt totaling $768,531 13and $0 at July 31 ,2018 14and April 30,2018, respectively, with a derivative liability totaling $563,000 and 15$0 at July 31, 2018 and April 30, 2018, respectively, which are categorized as Level 3. ● Equity investments totaling $754,314 and $704,314 at July 31 ,2018 and April 30,2018, respectively, with a derivative liability totaling $1,257,276 and $772,895 at July 31, 2018 and April 30, 2018, respectively, which are categorized as Level 3. ● 12,750,000 and 0 Common stock warrants at July 31 ,2018 and April 30,2018, respectively, with a derivative liability totaling $132,695 and $0 at July 31, 2018 and April 30, 2018, respectively, which are categorized as Level 3.

~~Note~~The 13related -(loss) ~~Derivative~~gain ~~Liabilities~~on derivatives totaled ($284,085) and $114,628 for the quarters ended July 31, 2018 and 2017, respectively.

~~During~~Note ~~the nine month period ended January 31, 2018 the Company identified conversion features embedded within its convertible debt~~8. ~~See~~ ~~Note~~Derivative ~~14. The Company determined that the conversion feature of the convertible notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion.~~Liabilities

~~Accordingly,~~During the ~~Notes~~quarter ~~are~~ended ~~not~~July ~~considered~~31, to2018 bethe ~~conventional~~Company ~~debt~~identified ~~and~~conversion ~~the~~features embedded ~~conversion~~within ~~feature~~its ~~must~~convertible bedebt. ~~bifurcated~~The ~~from~~Company ~~the debt host~~determined ~~and~~that ~~accounted~~the ~~for~~conversion asfeature aof ~~derivative liability. Since~~ the convertible notes ~~are~~represents ~~not~~an ~~convertible~~embedded ~~until~~derivative ~~180~~since ~~days subsequent to~~ the ~~execution~~ ~~date~~Notes ~~(“conversion~~are ~~date”),~~convertible ~~only~~into ~~notes~~a variable ~~which~~number ~~were outstanding as~~ of ~~the~~shares ~~conversion~~upon ~~date were considered for valuation~~conversion. InThe ~~prior~~fair ~~periods,~~value ~~it was determined that due to the conversion terms~~ of the ~~convertible~~embedded ~~debt~~derivative ~~along~~liabilities ~~with~~on the convertible ~~debt~~ ~~reserve~~notes ~~requirement, no common shares~~ were determined ~~available~~using ~~under~~a ~~the~~multinomial ~~authorized~~lattice ~~common~~models ~~share~~on ~~limit. As such, convertible debt beyond~~ the ~~conversion~~issuance ~~date~~dates ~~along~~ with ~~warrants~~the ~~were~~assumptions ~~valued~~in asthe atable ~~derivative~~below.

As of January 31, 2018, there were no convertible debt which could convert into common stock. Also, as there are sufficient shares for conversion, the warrants were no longer considered derivative. Therefore, the derivative liability was released.7

~~Under~~ProGreen ~~the terms of the Subscription Agreement (See Note 15) each Investor agrees to invest an amount for the purchase of shares in the Company~~US, at a price per share equal to the average closing price of the Company’s common stock for the ten trading days prior to the date of closing (“Closing”) of the purchase by the Investor of the Shares (the “Purchase Price”), on the terms provided for hereinInc. ~~As of the date 180 days after the Closing (the “Initial Valuation Date”), if the Shares issued at the Closing, valued at a price per share equal to the average closing~~

12NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS

~~PROGREEN~~The USfair values at the commitment dates and remeasurement dates for the convertible debt and warrants treated as derivative liabilities are based upon the following estimates and assumptions made by management for the 3 months ended July 31, ~~INC.~~2018:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Price	$	0.0115 - $0.0269
Exercise Price	$	0.0063 - $0.05
Risk Free Rate		1.93% - 2.81	%
Volatility		120% - 420	%
Term (Years)		.04 - 4.98

~~price~~The offair ~~the~~value ~~Company’s~~of ~~common stock for~~ the ~~ten~~embedded ~~trading~~derivative ~~days~~liabilities ~~prior~~on to the ~~First~~subscription ~~Valuation~~agreements ~~Date (“First Valuation Date Price”) do not represent a minimum of 150% of the amount invested by the Investor~~ at ~~the~~commitment ~~Closing,~~date ~~the~~and ~~Company~~remeasurement ~~shall~~date ~~issue to the Investor~~are ~~within~~based 10upon ~~business days additional shares of common stock equal to~~ the ~~shortfall~~following inestimates ~~valuation~~and ~~(calculated~~assumptions ~~using~~made ~~the~~by ~~First~~management ~~Valuation Day~~for ~~Price) at~~ the ~~Initial~~3 ~~Valuation~~months ~~Date~~ended ~~or,~~July ~~at the option of the Company~~31, ~~pay to the Investor within 10 business days the amount of such shortfall in cash.~~2018:

As of the date 360 days after the Closing (the “Second Valuation Date”), if the Shares issued at the Closing, plus any additional shares of common stock issued to the Investor at the First Valuation Date, valued at a price per share equal to the average closing price of the Company’s common stock for the ten trading days prior to the Second Valuation Date (“Second Valuation Date Price”) do not represent a minimum of 200% of the amount invested by the Investor at the Closing, the Company shall issue to the Investor within 10 business days additional shares of common stock equal to the shortfall in valuation (calculated using the Second Valuation Date Price”) at the Second Valuation Date.

Stock Price	$	0.0115 - $0.0229
Exercise Price	$	0.0198 - $0.0472
Risk Free Rate		1.95% - 2.35	%
Volatility		114% - 508	%
Term (Years)		.11 - .99

The ~~Company~~fair ~~determined~~value ~~that the True-Up feature~~ of the ~~valuation~~Company’s ~~dates of the subscription agreements represents an embedded~~ derivative ~~since~~ ~~the~~liabilities ~~True-Up~~at ~~feature~~July ~~represents~~31, a2018 ~~variable~~is ~~number~~as ~~of shares upon each valuation date.~~follows:

The fair value of the embedded derivative liabilities on the subscription agreements were determined using the Black Scholes model with the assumptions in the table below.

April 30, 2018 Balance	$	772,895
Discount on debt		600,000
Reclass to equity due to tainting		320,891
Reclass to equity due to conversions		(45,000	)
Warrants issued related to convertible debt		20,100
Fair value mark to market adjustment		284,085
Derivative liabilities, balance	$	1,952,971

The fair ~~value~~values ofat the ~~Company’s~~commitment dates and re-measurement dates for the convertible debt and warrants treated as derivative liabilities are atbased ~~January~~upon ~~31,~~the ~~2018~~following isestimates asand ~~follows:~~assumptions made by management for the three months ended July 31, 2018.

April 30, 2017 Balance	$	361,742
Discount on debt		490,371
Reclass from equity due to tainting		151,166
Reclass to equity due to conversions		(374,354	)
Common Stock - true up features		748,537
Fair value mark to market adjustment		(806,854	)
Derivative liabilities, balance	$	570,608

Note 9. Financing Agreement and Convertible Debentures

~~The~~During ~~fair~~the ~~values~~quarter atended July 31, 2018 the ~~commitment~~Company ~~dates~~issued three unsecured convertible notes payable in a total amount of $467,707 in cash, with original issue discounts and ~~remeasurement~~debt issuance costs totaling $30,878, interest rates of 12% per annum and due dates ~~for~~ranging from November 22, 2018 to June 14, 2019. The Holders shall have the ~~subscription~~right, ~~agreements~~in ~~were~~their ~~treated~~sole asand ~~derivative~~absolute ~~liabilities~~discretion, at various dates ~~are~~to ~~based~~convert ~~upon~~all or any part of the ~~following~~outstanding ~~estimates~~amount due under the Notes into fully paid and ~~assumptions~~nonassessable ~~made~~shares of Common Stock. The conversion prices range from 55% to 65% multiplied by ~~management~~the ~~for~~average of the ~~quarter~~two ~~ended~~lowest ~~January~~trading 31prices of the common stock during the 20 trading day period on two convertible notes and 15 trading day period on one convertible note, ~~2018:~~ending on the latest complete Trading Day prior to the conversion. The Company may prepay the amounts outstanding to the holders at any time up to the 180th day from issuance date.

Stock Price	$	.0095 - $.0165
Exercise Price	$	.0149 - $.03
Risk free rate		1.29% - 1.89	%
Volatility		100% - 127	%
Term (Years)		.25 - .99

~~See~~ProGreen ~~Notes 10~~US, ~~12, 14 and 15~~Inc.

13NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS

~~PROGREEN~~During USthe quarter ended July 31, ~~INC~~2018 the Company made cash payments totaling $51,500 and noncash payments totaling $61,680 in the form of conversions to 8,025,383 shares of the Company’s common stock under the terms of its convertible notes.

~~NOTES~~During the quarter ended July 31, 2018 the TOCompany ~~UNAUDITED~~entered ~~CONDENSED~~into ~~CONSOLIDATED~~an ~~FINANCIAL~~agreement ~~STATEMENTS~~to amend and restate the terms of an existing convertible note. In consideration the Company (i) issued 400,000 shares of the Company’s common stock and (ii) increased the note principal amount by $26,000 and the lender agreed to forbear its conversion rights until August 10, 2018. The company recognized $33,240 for loss on the settlement of liabilities.

~~Note~~The 14Company paid $5,000 to the Auctus fund to amend certain terms of their convertible note issued on November 29, 2017. ~~Financing~~This ~~Agreement~~amount was ~~and~~included ~~Convertible~~in ~~Debentures~~interest expense.

~~BlueHawk~~The ~~Capital~~balance ~~LLC~~of ~~Convertible~~the ~~Note~~convertible notes, net of discounts was $1,019,191 and $839,247 at July 31, 2018 and April 30, 2018, respectively. Amortization of debt discount was $390,970 for the 3 months ended July, 31, 2018.

~~On November 24, 2017, the Company issued a 12% Convertible Promissory~~ Note ~~in the principal amount of $65,000 to BlueHawk~~ ~~Capital, LLC (“BlueHawk Convertible Note”)~~10. ~~The~~Subscription Note is due August 20, 2018. The Holder has the right at any time during the period beginning on the date which is 180 days following the Issue Date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock. The conversion price is 55% of the lowest trading price for the common stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Company may prepay the amounts outstanding to the holder at any time up to the 180th day (the “Prepayment Date”) following the issue date of this note by making a payment to the note holder of an amount in cash equal i) if the redemption is prior to the 90th day this Note is in effect (including the 90th day), then for an amount equal to 115% of the unpaid principal and accrued interest of this Note; (ii) if the redemption is on the 91st day this Note is in effect, up to and including the 120th day this Note is in effect, then for an amount equal to 120% of the unpaid principal amount of this Note along with any accrued interest; (iii) if the redemption is on the 121st day this Note is in effect, up to and including the 180th day this Note is in effect, then for an amount equal to 125% of the unpaid principal amount of this Note along with any accrued interest. After the expiration of one hundred eighty (180) days following the date of the Note, the Company may not prepay the BlueHawk Convertible Note.Agreements

InDuring ~~connection~~the ~~with~~quarter ~~the~~ended ~~BlueHawk~~July ~~Convertible~~31, ~~Note~~2018 the Company ~~paid~~entered ~~$5,000~~into ina ~~debt~~Subscription ~~issuance~~Agreement ~~costs~~with ~~which~~Tangiers ~~are~~Global, ~~being~~LLC ~~amortized~~for tothe ~~interest expense~~sale ~~using~~by the Company ~~effective~~to ~~interest~~Tangiers ~~method.~~Global ~~During~~LLC ~~the~~an ~~nine~~aggregate ~~month~~of ~~periods~~2,117,747 ~~ended~~shares ~~January~~of ~~31,~~the ~~2018~~Company’s ~~and~~Common ~~2017~~Stock, ~~the~~with ~~Company~~a ~~recognized interest~~cash ~~expense~~investment in the amount of $150,~~264 and $0~~000, ~~respectively,~~at ~~relating~~a toprice ~~the amortization~~ of ~~the debt issuance costs. The unamortized balance of debt issuance costs totaled~~ $~~3,736 and $~~0.02361 atper ~~January~~share. ~~31,~~See ~~2018~~Note ~~and April 30, 2017, respectively~~13.

~~The Company recorded interest expense in connection with the BlueHawk Convertible~~ Note ~~in the amount of $1,454 and $0 for the nine~~ ~~month periods ended January 31, 2018 and 2017, respectively~~11. ~~Accrued~~Equity ~~interest due under the Blue Hawk Convertible Note totaled $1,454 and $0 as of January 31, 2018 and April 30, 2017, respectively.~~

~~The~~During ~~principal~~the ~~balance~~quarter ofended July 31, 2018 the ~~BlueHawk~~Company ~~Capital~~issued ~~LLC~~8,425,383 ~~Convertible~~shares ~~Note~~of ~~was~~Common ~~$65~~Stock,~~000~~ ~~and~~to $0settle atconversions ~~January~~of 31$61,680 ~~2018~~of principal amounts of convertible notes and ~~April~~to ~~30,~~amend ~~2017,~~and ~~respectively~~restate an existing note.

~~Auctus~~During ~~Fund~~the ~~LLC~~quarter ended July 31, 2018 the Company issued in total 2,117,747 shares of Common Stock for in cash in the amount of $50,000.

OnAs ~~November 29, 2017, the Company issued a 12% Convertible Promissory Note, in the principal amount~~ of ~~$110,875~~July ~~to Auctus Fund~~31, ~~LLC (“Auctus Convertible Note”). The Note is due August 29,~~ 2018~~. The Holder has the right from time to time~~, ~~at any time during~~ the ~~period~~total ~~beginning~~accrued ondividend ~~the~~for ~~date which is six months following~~ the ~~Issue~~Series ~~Date~~B ofPreferred the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock. The conversion price shall equal the lesser of (i) the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading day prior to the date of the note and (ii) 55% of the lowest trading price for the common stock ~~during the~~was ~~twenty-five trading day period ending on the latest complete trading day prior to the conversion date~~$132,477.

The Company may prepay the amounts outstanding to the holder at any time up to the 180th day (the “Prepayment Date”) following the issue date of this note by making a payment to the note holder of an amount in cash equal i) if the redemption is prior to the 90th day this Note ~~is in effect (including the 90th day), then for an amount equal to 115% of the unpaid principal amount~~ of this Note along with any interest that has accrued and unpaid during that period; (ii) if the redemption is on the 91st day this Note is in effect, up to and including the 180th day this Note is in effect, then for an amount equal to 125% of the unpaid principal amount of this Note along with any accrued and unpaid interest12. ~~After the expiration of one hundred eighty (180) days following the date of the Note, the Company may not prepay the Auctus Convertible Note.~~Warrants

14For the three months ended July 31, 2018 750,000 warrants were issued, and none were exercised or forfeited. The Company’s outstanding and exercisable warrants as of July 31, 2018 are presented below:

PROGREEN US, INC.

	Number Outstanding		Weighted Average Exercise Price		Contractual Life in Years		Intrinsic Value
Warrants Outstanding as of April 30, 2018		15,000,000	$	0.03		3.65
Warrants Exercisable as of April 30, 2018		14,000,000	$	0.03		3.64	$	58,560
Warrants Granted		750,000
Warrants Forfeited
Warrants Exercised
Warrants Outstanding as of July 31, 2018		15,750,000		0.03		3.46
Warrants Exercisable as of July 30, 2018		14,750,000		0.04		3.46	$	1,000

~~NOTES~~Note TO13. ~~UNAUDITED~~Subsequent ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Events

InSubsequent ~~connection with the Auctus Convertible Note the Company paid $10,875 in debt issuance costs which are being amortized~~ to ~~interest expense~~July ~~using the effective interest method. During the nine month periods ended January~~ 31, 2018 ~~and 2017~~, ~~the~~convertible ~~Company~~debt ~~recognized interest expense~~ in the amount of $2241,~~510~~000 ~~and~~plus ~~$0,~~accrued ~~respectively,~~interest ~~relating~~totaling ~~to the amortization of the debt issuance costs. The unamortized balance of debt issuance costs totaled~~ $8,~~365~~760 ~~and~~were $0converted atinto ~~January 31~~77, ~~2018 and April 30~~345, ~~2017, respectively. The Company recorded~~566 ~~interest~~shares ~~expense in connection with the Auctus Convertible Note in the amount~~ of ~~$2,296 and $0 for~~ the ~~nine~~Company’s ~~month~~common ~~periods ended January 31, 2018 and 2017, respectively~~stock. ~~Accrued interest due under the Auctus Convertible Note totaled $2,296 and $0 as of January 31, 2018 and April 30, 2017, respectively.~~

~~The~~Effective ~~principal~~August ~~balance~~31, of2018 the ~~Auctus~~Company ~~Convertible~~terminated ~~Note~~its ~~was~~May ~~$110~~30,~~875~~ ~~and~~2018 $0financing atcommitment ~~January~~agreement ~~31,~~with ~~2018~~Global ~~and~~Capital ~~April~~Partners ~~30,~~Fund ~~2017, respectively~~Limited.

~~Vista Capital Investments LLC Convertible Note~~9

On May 3, 2017, the Company issued an unsecured 8% Fixed Rate Convertible Debenture in the principal amount of $110,000, with an Original Issue Discount of $10,000, to Vista Capital Investments LLC (“Vista Capital Convertible Note”). This convertible note is due and payable on November 29, 2017, plus interest on the unpaid principal balance at a rate of 8% per annum. The Holder shall have the right, in its sole and absolute discretion, as of the date which is one hundred and eighty days following the Closing Date (May 3, 2017), to convert all or any part of the outstanding amount due under this Note into fully paid and nonassessable shares of Common Stock. The conversion price shall equal $.035.

The Company may prepay the amounts outstanding to the holder at any time up to the 180th day (the “Prepayment Date”) following the issue date of this note by making a payment to the note holder of an amount in cash equal i) if the redemption is prior to the 90th day this Note is in effect (including the 90th day), then for an amount equal to 105% of the unpaid principal amount of this Note along with any interest that has accrued during that period; (ii) if the redemption is on the 91st day this Note is in effect, up to and including the 120th day this Note is in effect, then for an amount equal to 110% of the unpaid principal amount of this Note along with any accrued interest; (iii) if the redemption is on the 121st day this Note is in effect, up to and including the 150th day this Note is in effect, then for an amount equal to 115% of the unpaid principal amount of this Note along with any accrued interest, (iv) if the redemption is on the 151st day this Note is in effect, up to and including the 151th day this Note is in effect, then for an amount equal to 120% of the unpaid principal amount of this Note along with any accrued interest.

During the nine month periods ended January 31, 2018 and 2017, respectively the Company recognized interest expense in the amount of $10,000 and $0 relating to the amortization of the original issue discount. The unamortized

balance of original issue discount totaled $0 at January 31, 2018 and April 30, 2017. As a result of the derivatives calculation an additional discount of $33,722 relating to warrants granted, was recorded in the nine month period ended January 31, 2018. During the nine month periods ended January 31, 2018 and 2017 the Company recognized interest expense in the amount of $33,722 and $0 relating to the derivatives discount. The unamortized balance of the derivatives discount totaled $0 at January 31, 2018 and April 30, 2017.

The Company recorded interest expense in connection with the Vista Capital Convertible Note in the amount of $8,800 and $0, in the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Vista Capital Convertible Note totaled $0 as of January 31, 2018 and April 30, 2017, respectively.

On November 29, 2017, the Company paid $75,000 of the Vista Capital Convertible Note and the remaining balance due in the amount of $67,560 was paid on December 4, 2017. The Note was paid in full in the amount of $110,000 plus accrued interest in the amount of $8,800 and a prepayment premium of $23,760 which the Company recorded

as interest expense.

The principal balance of the Vista Capital Convertible Note was $0 at January 31, 2018 and April 30, 2017.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with Vista Capital Convertible Note, the Company granted Vista Capital Investments LLC 2,000,000 Warrant Shares of the Company’s common stock, par value $0.0001 per share. The warrant entitles the holder to purchase up to 2,000,000 shares of common stock at an exercise price of $0.05. The warrant expires on May 3, 2022. See Notes 12 and 13.

JSJ Investments Inc.

On May 10, 2017, the Company issued an unsecured convertible promissory note in the principal amount of $113,000 to JSJ Investments Inc. (“JSJ Convertible Note”). This convertible note is due and payable on February 10, 2018 plus interest on the unpaid principal balance at a rate of 12% per annum. The Holder shall have the right, in its sole and absolute discretion, as of the date which is one hundred and eighty days following the Closing Date (On May 10, 2017), to convert all or any part of the outstanding amount due under this Note into fully paid and nonassessable shares of Common Stock.

The conversion price shall equal 52% discount to the lowest trading price during the previous fifteen trading days to the date of Conversion Notice.

The Company may pay JSJ Convertible Note in full, together with any and all accrued and unpaid interest, plus any applicable prepayment premium at any time on or prior to the date which occurs 180 days after the May 10, 2017 (the “Prepayment Date”). In the event the Note is not prepaid in full on or before the Prepayment Date, it shall be deemed a “Pre-Payment Default” hereunder. Until the Ninetieth (90th) day after the Issuance Date (May 10, 2017) the Company may pay the principal at a cash redemption premium of 120%, in addition to outstanding interest, without the Holder’s consent; from the 91st day to the Prepayment Date, the Company may pay the principal at a cash redemption premium of 125%, in addition to outstanding interest, without the Holder’s consent. After the Prepayment Date up to the Maturity Date this Note shall have a cash redemption premium of 135% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon Holder’s prior written consent. At any time on or after the Maturity Date, the Company may repay the then outstanding principal plus accrued interest and Default Interest (as defined in the JSJ Convertible Note).

In connection with the JSJ Convertible Note the Company paid $7,000 in debt issuance costs which are being amortized to interest expense using the effective interest method. During the nine month periods ended January 31, 2018 and 2017, the Company recognized interest expense in the amount of $7,000 and $0, respectively, relating to the amortization of the debt issuance costs. The unamortized balance of debt issuance costs totaled $0 at January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with the JSJ Convertible Note in the amount of $6,992 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the JSJ Convertible Note totaled $0 as of January 31, 2018 and April 30, 2017.

On November 10, 2017, the Company paid the JSJ Convertible Note in full in the amount of $113,000 plus accrued interest in the amount of $6,992 and a prepayment premium of $28,094 which the Company recorded as interest expense.

The principal balance of the JSJ Convertible Note was $0 at January 31, 2018 and April 30, 2017.

Power Up Lending Group Ltd - Convertible Note #1 & #2

On May 15, 2017, the Company issued a second unsecured convertible promissory note in the amount of principal amount of $46,500 to Power Up Lending Group Ltd (“Power Up Convertible Note # 2”). This convertible note is due and payable on February 15, 2018 plus interest on the unpaid principal balance at a rate of 12% per annum.

equal 58% multiplied by the average of the lowest two (2) Trading Prices for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company may prepay the amounts outstanding to the holder at any time up to the 180th day (the “Prepayment Date”) following the issue date of this note by making a payment to the note holder of an amount in cash equal to 120% (for the first 150 days) and to 125% (between 151 -180 days). After 180 days from the Effective Date this Note may not be prepaid.

In connection with the Power Up Unsecured Convertible Note 2 paid $1,500 in debt issuance costs which are being amortized to interest expense using the effective interest method. During the nine month periods ended January 31, 2018 and 2017, the Company recognized interest expense in the amount of $1,500 and $0, respectively, relating to the amortization of the debt issuance costs. The unamortized balance of debt issuance costs totaled $0 at January 31, 2018 and April 30, 2017. The Company recorded interest expense in connection with the Power Up Convertible

Note # 2 in the amount of $2,816 and $0 for nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under Power Up Convertible Note #2 totaled $0 as of January 31, 2018 and April 30, 2017.

On November 7, 2017, the Company paid the Power Up Convertible Note # 2 in full in the amount of $46,500 plus accrued interest in the amount of $2,816 and a prepayment premium of $12,172 which the Company recorded as interest expense. The principal balance of the Power Up Convertible Note # 2 was $0 at January 31, 2018 and April 30, 2017.

In connection with the Power Up Unsecured Convertible Note #1 (dated February 21, 2017) the Company paid $3,500 in debt issuance costs which are being amortized to interest expense using the effective interest method. During the nine month periods ended January 31, 2018 and 2017, the Company recognized interest expense in the amount of amount of $2,655 and $0 relating to the amortization of the debt issuance costs, respectively. The unamortized balance of debt issuance costs totaled $0 and $2,655 at January 31, 2018 and April 30, 2017.

As a result of the derivatives calculation an additional discount of $102,956 was recorded in the nine month period ended January 31, 2018. The unamortized balance of the discount totaled $0 at January 31, 2018 and April 30, 2017.

The total balance due was $122,135 comprised of principal of $103,500, interest of $6,370 and prepayment premium of $12,265. During the nine month period ended January 31, 2018 the Company repaid $61,989 of the amount due under Power Up Convertible Note 1 in cash and the remaining balance of $60,146 was converted to 8,534,554 shares of the Company’s Common Stock at fair value as follows:

Conversion Date	Number of Shares of Common Stock		Principal and Amount Converted		Price per share
August 24, 2017		2,386,634	$	20,000	$	0.00838
August 29, 2017		2,898,551		20,000	$	0.00690
August 31, 2017		3,249,369		20,146	$	0.00620
Totals - Nine Months Ended ended January 31, 2018		8,534,554	$	60,146

See Note 16.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the prepayment of the debt, during the nine month period ended January 31, 2018 the Company recognized $12,265 in prepayment penalties which recorded as interest expense.

The balance of the convertible note was $0 and $103,500 at January 31, 2018 and April 30, 2017, respectively.

The Company recorded interest expense in connection with the Power Up Convertible Note 1 in the amount of $3,990 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Power Up Convertible Note totaled $0 and $2,380 as of January 31, 2018 and April 30, 2017, respectively.

Hoppel Convertible Note #2

On July 17, 2017 the Company entered into a Settlement Agreement with Mr. Luca Hoppel to settle all claims between them with respect to the unsecured Hoppel Convertible Note 2. The terms of the Settlement Agreement are as follows: In exchange for Mr. Hoppel’s settlement and release of the Settled Claims, the Company was required to make three equal cash payments of $44,940. The first cash payment was due on or before August 1st, 2017. The second cash payment was due on or before August 10th 2017 and the third and final cash payment was due on or before August 20th, 2017.

Upon the issuance of 926,000 shares and payment of $134,820, the Note would be considered fully repaid.

On July 17, 2017 the Company issued 926,000 shares of Common Stock at an issuance price of $0.0192 per Common Share, to Lucas Hopple under the terms of the Settlement Agreement for a total fair value of $17,779. See Note 16. The total balance of the note was $130,832 comprised of the principal of $105,000, interest of $7,350, penalty of $5,000 and prepayment premium of $13,482. During the nine month period ended January 31, 2018 the Company made the first two cash payments of $89,880 due under the Settlement Agreement. The Company recorded a total loss of $44,659 as a loss on the settlement of liabilities relating to this transaction, including $17,779 for the fair value of the 926,000 shares of common stock and $26,880 for increase of the principal balance.

The remaining balance of the note was satisfied through conversion of debt into common stock as follows

Conversion Date	Number of Shares of Common Stock		Principal and Amount Converted		Price per share
August 25, 2017		1,500,000		13,650	$	0.00910
August 29, 2017		3,000,000		15,750	$	0.00525
August 31, 2017		2,200,381		11,552	$	0.00525
Totals - Nine Months Ended ended January 31, 2018		6,700,381	$	40,952

The outstanding Note balance totaled $0 and $57,739, net of the unamortized discount of $0 and $47,261 at January 31, 2018 and April 30, 2017, respectively. Amortization of the related discounts totaled $47,261 and $0 for nine month periods ended January 31, 2018 and 2017, respectively.

Accrued interest due totaled $0 and $7,350 at January 31, 2018 and April 30, 2017 respectively.

A total of $105,000 debt discount was recorded on Hoppel Convertible Note 2 including original issuance discount of $5,000, stock issuance discount of $12,408 and derivative discount of $87,592. See Notes 12 and 13.

The Company recorded interest expense in connection with the Hoppel convertible note of $2,940 and 0 for the nine month periods ended January 31, 2018 and 2017, respectively.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EMA Financial, LLC Convertible Note

On April 3, 2017, the Company issued an unsecured convertible promissory note in the principal amount of $113,000 to EMA Financial, LLC (“EMA Convertible Note”), including debt issuance costs of $6,800. This convertible note is due and payable on April 3, 2018 plus interest on the unpaid principal balance at a rate of 10% per annum.

During the nine month periods ended January 31, 2018 and 2017 the Company recognized interest expense in the amount of amount of $6,278 and $0 relating to the amortization of the original issuance discount in connection with the EMA Convertible Note. The unamortized balance of original issuance totaled $0 and $6,278 at January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with the EMA Convertible Note in the amount of $5,332 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the EMA Convertible Note totaled $0 and $868 as of January 31, 2018 and April 30, 2017, respectively.

On October 19, 2017, the Company paid the EMA Convertible Note in full in the amount of $113,000 plus accrued interest in the amount of $6,200, resulting in prepayment penalties of $29,792 which the Company recorded as interest expense.

As a result of the derivative calculation an additional discount of $113,000 was recorded in the nine month period ended January 31, 2018. The unamortized balance of the discount totaled $0 at January 31, 2018 and April 30, 2017.

The principal balance of the EMA Convertible Note was $0 and $113,000 at January 31, 2018 and April 30, 2017, respectively.

Bellridge Capital, LP

On March 15, 2017, the Company issued an unsecured convertible promissory note in the amount of principal amount of $105,000 to Bellridge Capital, LP (“Bellridge Convertible Note”) including an OID of $5,000 This convertible note is due and payable on March 15, 2018 plus interest on the unpaid principal balance at a rate of 10% per annum.

During the nine month periods ended January 31, 2018 and 2017 the Company recognized interest expense in the amount of amount of $4,356 and $0 relating to the amortization of the original issuance discount in connection with the Bellridge Convertible Note. The unamortized balance of original issuance totaled $ 0 and $4,356 at January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with the Bellridge Convertible Note in the amount of $4,176 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Bellridge Convertible Note totaled $0 and $1,334 as of January 31, 2018 and April 30, 2017, respectively.

On September 12, 2017, the Company paid $105,000 of the Bellridge Convertible Note and the remaining balance due in the amount of $32,811 was paid on September 21, 2017. The Note was paid in full in the amount of $105,000 plus accrued interest in the amount of $5,510 and a prepayment premium of $27,301 which the Company recorded as interest expense. During the nine month periods ended January 31, 2018 and 2017, the Company recognized interest expense in the amount of amount of $5,894 and $0, respectively in connection with a derivatives loss.

The principal balance of the Bellridge Convertible Note was $0 and $105,000 at January 31, 2018 and April 30, 2017, respectively. As a result of the derivative calculation an additional discount of $102,854 was recorded in the nine month period ended January 31, 2018. The unamortized balance of the discount totaled $0 at January 31, 2018 and April 30, 2017.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Silo Equity Partners Venture Fund LLC Convertible Note

On March 22, 2017, the Company issued an unsecured convertible promissory note in the amount of principal amount of $100,000 to Silo Equity Partners Venture Fund LLC (“Silo Convertible Note”). This convertible note was due and payable on September 22, 2017 plus interest on the unpaid principal balance at a rate of 8% per annum.

The Company recorded interest expense in connection with the Silo Convertible Note in the amount of $ 3,483 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Silo Convertible Note totaled $0 and $858 as of January 31, 2018 and April 30, 2017, respectively.

On September 22, 2017, the Company paid $30,000 of the Silo Convertible Note and the remaining balance due in the amount of $100,397 was paid on October 5 and 6, 2017. The Note was paid in full in the amount of $100,000 plus accrued interest in the amount of $4,341and a prepayment premium of $26,056 which the Company recorded as interest expense. As a result of the derivative calculation an additional discount of $100,000 was recorded in the nine month period ended January 31, 2018. The unamortized balance of the discount totaled $0 at January 31, 2018 and April 30, 2017.

The principal balance of the Silo Convertible Note was $0 and $100,000 at January 31, 2018 and April 30, 2017, respectively.

Tangiers Global, LLC Convertible Note

On March 21, 2017, the Company issued an unsecured convertible promissory note in the amount of principal amount of $105,000 to Tangiers Global, LLC (“Tangiers Convertible Note”) including an Original Issue Discount (“OID”) of $5,000. This convertible note is due and payable on September 21, 2018 plus interest on the unpaid principal balance at a rate of 7% per annum.

During the nine month periods ended January 31, 2018 and 2017 the Company recognized interest expense in the amount of amount of $4,634 and $0 relating to the amortization of the original issuance discount in connection with the Tangiers Convertible Note. The unamortized balance of original issuance totaled $0 and $4,634 at January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with the Tangiers Convertible Note in the amount of $6,523 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Tangiers Convertible Note totaled $0 and $827 as of January 31, 2018 and April 30, 2017, respectively. As a result of the derivative calculation an additional discount of $30,249 was recorded in the nine month period ended January 31, 2018. The unamortized balance of the discount totaled $0 at January 31, 2018 and April 30, 2017.

On October 19, 2017, the Company paid the Tangiers Convertible Note in full in the amount of $105,000 plus accrued interest in the amount of $7,350, prepayment premium of $28,088 which the Company recorded as interest expense.

The principal balance of the Tangiers Convertible Note was $0 and $105,000 at January 31, 2018 and April 30, 2017, respectively.

Tangiers Global, LLC Convertible Note 2

On October 17, 2017, the Company issued an unsecured convertible promissory note in the amount of principal amount of $306,804 to Tangiers Global, LLC (“Tangiers Convertible Note 2”) including an Original Issue Discount (“OID”) of $17,366. This convertible note is due and payable on July 13, 2018, plus interest on the unpaid principal balance at a rate of 12% per annum. Guaranteed interest totals $36,820.

The Company may pay Tangiers Convertible Note 2 in full, together with any and all accrued and unpaid interest, at any time on or prior to the date which occurs 180 days after the October 17, 2017 (the “Funding Date”). Under the Ninetieth (90th) day after the Funding Date the Company may pay the principal at a cash redemption premium of

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

115%, in addition to outstanding interest, without the Holder’s consent; from the 90th day to the 150th day, the Company may pay the principal at a cash redemption premium of 120%, in addition to outstanding interest, without the Holder’s consent and from the 151st day to the 180th day, the Company may pay the principal at a cash redemption premium of 125%, in addition to outstanding interest, without the Holder’s consent.

The Holder shall have the right from time to time, at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Tangiers Convertible Note 2 to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock. The conversion price shall equal 55% multiplied by the lowest Trading Price for the Common Stock during the fifteen (15) Trading Days prior to the date on which the holder elects to convert all or part of the Tangiers Convertible Note 2.

During the nine month periods ended January 31, 2018 and 20176 the Company recognized interest expense in the amount of amount of $6,845 and $0 relating to the amortization of the original issuance discount in connection with the Tangiers Convertible Note. The unamortized balance of original issuance totaled $10,521 and $0 at January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with the Tangiers Convertible Note in the amount of $14,509 and $0 for the nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under the Tangiers Convertible Note totaled $14,509 and $0 as of January 31, 2018 and April 30, 2017, respectively.

The principal balance of the convertible promissory note was $306,804 and $0 at January 31, 2018 and April 30, 2017, respectively.

Power Up Lending Group Ltd - Convertible Notes #3, #4 and #5

Note # 3

On August 25, 2017, the Company issued a third unsecured convertible promissory note in the principal amount of $78,000 to Power Up Lending Group Ltd (“Power Up Convertible Note #3”), including debt issuance costs of $3,000. This convertible note is due and payable on May 30, 2018 plus interest on the unpaid principal balance at a rate of 12% per annum.

The Company may pay Power Up Convertible Note #3 in full, together with any and all accrued and unpaid interest, at any time on or prior to the date which occurs 180 days after the August 25, 2017 (the “Issue Date”). From Issue Date through One hundred and fifty days (150th) day after the Issue Date the Company may pay the principal at a cash redemption premium of 125%, in addition to outstanding interest, without the Holder’s consent and from the 151st day to the 180th day, the Company may pay the principal at a cash redemption premium of 130%, in addition to outstanding interest, without the Holder’s consent.

The Holder shall have the right from time to time, at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock. The conversion price shall equal 58% multiplied by the average of the lowest two (2) Trading Prices for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

In connection with the Power Up Convertible Note #3 paid $3,000 in debt issuance costs which are being amortized to interest expense using the effective interest method. During the nine month periods ended January 31, 2018 and 2017, the Company recognized interest expense in the amount of $1,716 and $0, respectively, relating to the amortization of the debt issuance costs. The unamortized balance of debt issuance costs totaled $1,284 and $0 at January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with the Power Up Convertible Note #3 in the amount of $4,134 and $0 for nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under Power Up Convertible Note #3 totaled $4,134 and $0 as of January 31, 2018 and April 30, 2017, respectively.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The principal balance of the Power Up Convertible Note #3 was $78,000 and $0 at January 31, 2018 and April 30, 2017, respectively.

Note # 4

On November 8, 2017, the Company issued a fourth unsecured convertible promissory note in the principal amount of $51,500 to Power Up Lending Group Ltd (“Power Up Convertible Note #4”), including debt issuance costs of $1,500. This convertible note is due and payable on August 15, 2018 plus interest on the unpaid principal balance at a rate of 12% per annum. In the event that any principal or interest is not timely paid, such amount accrues interest at 22% per annum until paid in full.

The Company may pay Power Up Convertible Note #4 in full, together with any and all accrued and unpaid interest at any time on or prior to the date which occurs 180 days after the November 8, 2017 (the “Issue Date”). following the issue date of this note by making a payment to the note holder of an amount in cash equal to 125%. After 180 days from the Issue Date this Note may not be prepaid.

In connection with the Power Up Convertible Note #4 paid $1,500 in debt issuance costs which are being amortized to interest expense using the effective interest method. During the nine month periods ended January 31, 2018 and 2017, the Company recognized interest expense in the amount of $450 and $0, respectively, relating to the amortization of the debt issuance costs. The unamortized balance of debt issuance costs totaled $1,050 and $0 at January 31, 2018 and April 30, 2017, respectively.

The Company recorded interest expense in connection with the Power Up Convertible Note #4 in the amount of $1,428 and $0 for nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under Power Up Convertible Note #4 totaled $1,428 and $0 as of January 31, 2018 and April 30, 2017, respectively.

The principal balance of the Power Up Convertible Note #4 was $51,500 and $0 at January 31, 2018 and April 30, 2017, respectively.

Note #5

On January 17, 2018 the Company issued a fifth unsecured convertible promissory note in the principal amount of $63,000 to Power Up Lending Group Ltd (“Power Up Convertible Note #5”), including debt issuance costs of $1,500. This convertible note is due and payable on October 30, 2018 plus interest on the unpaid principal balance at a rate of 12% per annum.

The Company may repay the Power Up Convertible Note #5 (prior to conversion), at 120% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period beginning on January 17, 2018 the (“Issue Date”) and ending 150 days following the Issue Date; and 125% of such note (and accrued and unpaid interest thereon) if such note is repaid during the period beginning on the date that is 151 days from the Issue Date and ending 180 days following the Issue Date. After 180 days have elapsed from the Issue Date the Company has no right to prepay the Power Up Convertible Note #5.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the Power Up Convertible Note #5 the Company paid $1,500 in debt issuance costs which are being amortized to interest expense using the effective interest method. During the nine month periods ended January 31, 2018 and 2017, the Company recognized interest expense in the amount of $70 and $0, respectively, relating to the amortization of the debt issuance costs. The unamortized balance of debt issuance costs totaled $1,430 and $0 at January 31, 2018 and April 30, 2017, respectively. The Company recorded interest expense in connection with the Power Up Convertible Note #5 in the amount of $290 and $0 for nine month periods ended January 31, 2018 and 2017, respectively. Accrued interest due under Power Up Convertible Note #5 totaled $290 and $0 as of January 31, 2018 and April 30, 2017, respectively.

The principal balance of the Power Up Convertible Note #5 was $63,000 and $0 at January 31, 2018 and April 30, 2017, respectively.

Note 15. Subscription Agreements

In October, 2017 the Company began offering the sale of up to $1,000,000 aggregate purchase price of shares of its common stock under a Subscription Agreement (the “Subscription Agreement”). Under the terms of the Subscription Agreement each Investor agrees to invest an amount for the purchase of shares in the Company, at a price per share equal to the average closing price of the Company’s common stock for the ten trading days prior to the date of closing (“Closing”) of the purchase by the Investor of the Shares (the “Purchase Price”), on the terms provided for herein.

As of the date180 days after the Closing (the “Initial Valuation Date”), if the Shares issued at the Closing, valued at a price per share equal to the average closing price of the Company’s common stock for the ten trading days prior to the First Valuation Date (“First Valuation Date Price”) do not represent a minimum of 150% of the amount invested by the Investor at the Closing, the Company shall issue to the Investor within 10 business days additional shares of common stock equal to the shortfall in valuation (calculated using the First Valuation Day Price) at the Initial Valuation Date or, at the option of the Company, pay to the Investor within 10 business days the amount of such shortfall in cash. As of the date 360 days after the Closing (the “Second Valuation Date”), if the Shares issued at the Closing, plus any additional shares of common stock issued to the Investor at the First Valuation Date, valued at a price per share equal to the average closing price of the Company’s common stock for the ten trading days prior to the Second Valuation Date (“Second Valuation Date Price”) do not represent a minimum of 200% of the amount invested by the Investor at the Closing, the Company shall issue to the Investor within 10 business days additional shares of common stock equal to the shortfall in valuation (calculated using the Second Valuation Date Price”) at the Second Valuation Date.

During the nine month period ended January 31, 2018, the Company issued 30,156,197 shares of Common Stock to six outside investors for cash in the amount of $370,703 at a purchase price from $.0099 - $0.0150.

During the nine month period ended January 31, 2018, the Company issued 2,706,887 shares of Common Stock to Michael Hylander, member of the Board of Directors for cash in the amount of $28,899 at a purchase price of $0.0107.

The Company determined that the True-Up feature of the valuation dates of the subscription agreements represents an embedded derivative since the True-Up feature represents a variable number of shares upon each valuation date (See Note 13).

Note 16. Common Stock

On July 17, 2017 the Company issued 926,000 shares of Common Stock in connection with the Hoppel Convertible Note 2 Settlement Agreement. See Note 14.

During the nine month period ended January 31, 2018 the Company issued an additional 15,234,935 shares of Common Stock to settle conversions of $101,098 of the principal amounts of convertible debentures. See Note 14.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the nine month period ended January 31, 2018, the Company issued in total 32,863,084 shares of Common Stock for cash in the amount of $399,602 (See Note 15).

Note 17. Series A Convertible Preferred Stock

As of January 31, 2018 and April 30, 2017, 967,031 shares of Series A Preferred Stock were issued and outstanding. There was no activity relating to the Company’s Shares of Series A Preferred Stock during the nine month period ended January 31, 2018.

Note 18. Series B Convertible Redeemable Preferred Stock

As of January 31, 2018 and April 30, 2017, 8,534,625 shares of Series B Preferred Stock were issued and outstanding.

During the nine month period ended January 31, 2018, the Company paid no cash dividends Series B and accrued an additional dividend payable of $71,694. Dividend payable totaled $85,461 and $13,767 as of January 31, 2018 and April 30, 2017, respectively.

As of January 31, 2018, there have been no conversion of the Preferred Stock into Common Stock.

Note 19. Employee Stock Option Plan

Restricted Stock Unit

For the nine month period ended January 31, 2018 compensation expense relating to RSUs was recorded as follows:

	January 31, 2018
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, 2017 through January 31, 2018 Compensation Expense	$	1,000
Total compensation expense	$	1,000

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 20. Warrants

For the nine month period ended January 31, 2018, 2,450,000 warrants were issued, and none were exercised or forfeited. See Note 10 and Note 14. The Company’s outstanding and exercisable warrants as of January 31, 2018 are presented below:

	Number Outstanding		Weighted Average Exercise Price		Contractual Life in Years		Intrinsic Value
Warrants outstanding as of April 30, 2017		13,550,000	$	0.03		4.53
Warrants exercisable as of April 30, 2017		11,550,000	$	0.03		4.49	$	16,500
Warrants Granted		2,450,000		0.05				-
Warrants Forfeited		-		-		-		-
Warrants Exercised		-		-		-		-
Warrants Outstanding as of January 31, 2018		16,000,000	$	0.03		3.85
Warrants exercisable as of January 31, 2018		14,000,000	$	0.04		3.83	$	5,500

Note 21. Subsequent Events

On March 12, 2018 the Company filed Schedule 14C Information Statement with the Securities and Exchange Commission. This information Statement is being furnished to our stockholders on behalf of the Board of Directors pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of informing our stockholders of amendments to our Certificate of Incorporation to increase the number of common stock that the Company is authorized to issue from 950,000,000 shares of common stock, par value $.0001 per share to 1,250,000,000 shares of common stock, par value $.0001 per share. The Board of Directors approved the amendments to the Certificate of Incorporation to increase the authorized common stock from 950,000,000 shares to 1,250,000,000 shares on March 8, 2018. The Company also received on March 8, 2018, the written consent from Stockholders of the Company who hold a majority of the voting power of the Company’s common stock. Upon the expiration of the 20 day period required by Rule 14c-2 and in accordance with the General Corporation Law of the State of Delaware, the Company intends to file a Certificate of Amendment to the Certificate of Incorporation to effect the Amendment to increase the Company’s authorized Common Stock. The Certificate of Amendment will not be filed until at least 20 days after filing the Definitive Information Statement with the Securities and Exchange Commission and deliver the Definitive Information Statement to the Company’s stockholders.

On February 2, 2018 the Company paid $11,788 of an unsecured promissory note payable with an unrelated party, including face amount of $10,000 and accrued interest of $1,788.

On February 13, 2018, the Company issued a 12% Convertible Promissory Note, in the principal amount of $83,000 to Power Up Lending Group Ltd. The Note is due November 30, 2018. The Holder has the right from time to time, at any time during the period beginning on the date which is 180 days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock. The conversion price is 58% of the lowest two trading prices for the common stock during the fifteen trading day period ending on the latest complete trading day prior to the conversion date.

On February 13, 2018, the Company paid $102,885 of the Power Up Lending Group Ltd Note #3 (See Note 14). The Note was paid in full in the amount of $78,000 plus accrued interest in the amount of $4,524 and a prepayment premium of $20,361 which the Company recorded as interest expense.

PROGREEN US, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 28, 2018, the Company repaid the $12,600 unsecured 5% Promissory Note (See Note 10).

On March 13, 2018 the Company received $100,000 in accordance the subscription agreement with Park LLC (See Note 15). On February 20, 2018, 5,422,993 shares of Common Stock were issued.

On March 14, 2018, the Company issued a 8% Convertible Redeemable Note, in the principal amount of $78,750 to Adar Bays, LLC. The Note is due March 14, 2019. The Holder has the right from time to time, at any time during the period beginning on the date which is 180 days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock.

The conversion price is 58% multiplied by the lowest closing bid for the Common Stock for the 15 Trading Days prior to the Conversion Date. In connection with the issuance of the Adar Bays Note, the Company issued two back end notes (“Back End Note”) each in the principal amount of $78,750, where the Company has the option to have Adar Bays fund the notes. Each of the two $78,750 back end notes is initially paid for by the issuance of an offsetting $78,750.00 secured note issued to the Company by Adar Bays, provided that prior to conversion of a particular Back End Note, Adar Bays must have paid off that particular Note in cash such that the particular Back End Note may not be converted until it has been paid for in cash.

During February and March 2018, the Company contributed an additional $140,000 to Baja Joint Venture, which is accounted for as an investment (See Note 6).

On March 13, 2018 the Company received $50,000 in accordance the subscription agreement with BiCoastal Equities LLC (See Note 15). On March 19, 2018, 2,390,057 shares of Common Stock were issued.

On March 13, 2018 the Company received $50,000 in accordance the subscription agreement with SM1Town Holdings LLC (See Note 15). On March 19, 2018, 2,390,057 shares of Common Stock were issued.

On March 14, 2018 the Company received $70,000 in accordance the subscription agreement with Telaj Consulting LLC (See Note 15). On March 19, 2018, 3,346,080 shares of Common Stock were issued.

ITEM 2.

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

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 US, 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 to the purchase of income producing real estate assets, and changed our name effective July 22, 2016 to Progreen US, Inc. to reflect initiation of development operations in Baja Mexico.

OUR BUSINESS

We have recently moved our offices from Oakland County, Michigan, to San Diego, California, proximate to our agricultural and Cielo Mar development projects in Baja California, on which our current business operations are focused. The purchase of a condominium unit on July 28, 2009 initiated our real estate development operations directed at purchasing income-producing residential real estate apartment homes, condominiums and houses in the State of Michigan. Our business model since our initial property purchases in 2009 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 with a favorable environmental profile.

Since all lease agreements in Oakland County, Michigan, have expired and rentals are on a month-to-month basis, the strategy of the Company is to sell the current real estate portfolio in Michigan and concentrate on the same line of business in the Cielo Mar development. At this time, we do not offer managed properties as investment properties.

We have expanded our real estate development operations to include Baja California, Mexico. On February 11, 2016, we signed a definitive agreement with Contel for Progreen to finance the first tract of land of approximately 300 acres which is being developed by Contel for agriculture use. Four wells have been drilled on the first tract, and the growing operation ~~will~~has bebegun ~~contracted~~delivering ~~with~~chilies pepper to Huy Fong Foods, Inc. an importer to the U.S. market under a produce purchase agreement for chili peppers.

2710

In addition, we have formed the Procon joint venture subsidiary, which is the holding company for further non-agricultural land and real estate developments. On January 23, 2017, Procon entered into a definitive purchase agreement for, and has taken possession of, a large tract of land situated near the town of El Rosario in Baja California. The land, planned for residential real estate development, is bordering the Pacific Ocean and covers a total area of 2,016 ha (5,000 acres) with 7.5 km (4.5 miles) of ocean front.

The transfer of deed for the 5,000-acre oceanfront property to Procon was completed on March 15, 2017, and a Master Plan for all of this land is being created for a very large resort-type retirement and vacation community with the name “Cielo Mar”. The first phase of the development of the master plan is underway.

Status of Current Bridge Financing

On May 30, 2018 the Company entered into a financing commitment agreement with Global Capital Partners Fund Limited (the “Lender”) for a 12 month and one 12 month extension $5,000,000 financing secured by a first mortgage lien on our Cielo Mar property in Baja California, Mexico. On July 19, 2018, the Lender unilaterally granted a 60 day extension of its closing date commitment of July 15 to September 15, 2018. On August 28, 2018 we notified the Lender that we have terminated the financing commitment, effective August 31, 2018, due to the Lender’s acknowledged inability to fulfill its obligations to provide the loan consistent with the terms of the commitment.

We are in negotiations with other firms for a bridge loan in the amount of $5,000,000, or in that size range, and expect to receive positive responses from one or more of the firms.

Outstanding Convertible Notes

We have approximately $1,292,000 (unamortized discounts total approximately $273,000) in the aggregate of convertible debt outstanding, in the form of convertible notes ranging in size from $33,000 to $306,804. $306,804 of these notes are past due and, although we are in technical default, the lender has not sent us notice of default. Certain of the lenders are exercising their rights to convert their loans in to common stock and selling the shares in the public market for our stock.

Default terms in these notes generally provide for an increase in shares issuable pursuant to the lenders’ conversion rights, as well as cross-default provisions and provisions reducing the conversion prices if our common stock sells below specified prices in the over-the-counter market.

RESULTS OF OPERATIONS

Three months Ended ~~January~~July 31, 2018 Compared to Three Months Ended ~~January~~July 31, 2017

During the three months ended ~~January~~July 31, 2018, we incurred a net loss of approximately $~~152~~1,113,000 compared to a net loss of approximately $~~239~~132,000 for the three months ended ~~January~~July 31, 2017. Revenue decreased approximately $5455,000 in the three months ended ~~January~~ July 31, 2018 compared to the three months ended ~~January~~July 31, 2017.

Rental revenue decreased to ~~approximately~~ $~~13,000~~0 as compared to $approximately 24$16,000 during the three months ended ~~January~~July 31, 2017. The Company ~~received~~ received rental income onfrom ~~five~~no properties during the three months ended ~~January~~July 31, 2018 as compared to seven in the comparable prior period. All remaining rental properties were sold in fiscal 2018.

Proceeds from the sale of properties ~~increased~~decreased to $~~192,000~~0 as compared to $77231,000 during the three months ended ~~January~~July 31, 2017 and the corresponding cost of properties sold ~~increased~~decreased to ~~approximately~~ $~~217,000~~0 as compared to approximately $58178,000 in the three months ended ~~January~~July 31, 2017, ~~resulting~~ resulting in ana ~~increase in~~ net loss from sale of properties toof ~~approximately~~ $~~25,000~~0 during the three months ended ~~January~~July 31, 2018, as compared to a net gain of approximately $1940,000 during the three months ended ~~January~~July 31, 2017. The Company sold ~~three~~ no properties in the three months ended ~~January~~July 31, 2018 as compared to ~~one~~four in the comparable prior period.

There have been fluctuations in certain expenses in the three months ended January 31, 2018, as compared to the three months ended January 31, 2017. In the three months ended January 31, 2018. Selling, general and administrative expenses decreased approximately $23,000 for the three months ended January 31, 2018 as compared to the comparable prior period mainly due to the following changes:11

There have been fluctuations in certain expenses in the three months ended July 31, 2018, as compared to the three months ended July 31, 2017. In the three months ended July 31, 2018, selling, general and administrative expenses increased approximately $44,000 as compared to the comparable prior period mainly due to the following changes:

There were increases in certain expenses:

●Funding fees ~~Commissions~~expense ~~and Closing costs~~ increased by $6,000 during the three months ended January 31, 2018 as compared to the comparable prior period due to the selling of three properties in the current quarter as compared to one property in the comparable prior period. ● Miscellaneous office costs increased by approximately $3875,000 during the three months ended ~~January~~July 31, 2018 as compared to the comparable prior period due to ~~additional administrative costs incurred by Procon to set up new office. ● Rent and office costs increased approximately $4,000 during~~ the ~~three months ended January 31, 2018 as compared to the comparable prior period due to~~ Company’s ~~new~~payment ~~office~~of ~~space~~a ~~lease~~nonrefundable infee ~~San Diego and an increase~~ in ~~related~~connection ~~office~~with ~~costs.~~a ●terminated ~~Automobile~~financing ~~and~~commitment ~~insurance expense increased by approximately $1,000 during the three months ended January31, 2018 as compared to the comparable prior period due to increased cost of insurance~~agreement.

28Bank charges expense increased by approximately $2,000 during the three months ended July 31, 2018 as compared to the comparable prior period due to an increase in wire transfer fees in the current period.

Dues and subscriptions increased by approximately $3,000 during the three months ended July 31, 2018 as compared to the comparable prior period due to fees paid to the San Diego Chamber of commerce in the current period.

Investor relations expense increased by approximately $4,000 during the three months ended July 31, 2018 as compared to the comparable prior period due news wire access fees and fees charged for XBRL formatting services.

Other taxes expense increased by approximately $13,000 during the three months ended July 31, 2018 as compared to the comparable prior period due Michigan taxes and California franchise taxes in the amount of approximately $3,000 and taxes relating to Procon’s operations of approximately $10,000.

Wage related expenses increased by approximately $2,000 during the three months ended July 31, 2018 as compared to the comparable prior period due to adjustments to salaries and payroll taxes in the prior comparable quarter. No wages were paid in the current quarter however housing allowance decreased approximately $1,000 in the current period.

Office rent expense increased by approximately $2,000 during the three months ended July 31, 2018 as compared to the comparable prior period due to the Company’s lease in San Diego and the remaining lease payments due under the Michigan office lease.

Fees and licensing expense increased by approximately $6,000 during the three months ended July 31, 2018 as compared to the comparable prior period due costs incurred for the Cielo Mar development projects in Baja California.

These increases were offset by decreases in certain expenses:

●Commissions and ~~Rental~~Closing ~~property~~ costs decreased by approximately $532,000 ~~for~~during the three months ended ~~January~~July 31, 2018 as compared to the comparable prior period asdue ato ~~result of a reduction in costs incurred in connection with~~ the ~~rental~~selling ~~properties the Company acquired from ARG in the last quarter~~ of ~~fiscal~~no ~~2016 as a result of the sale of rental~~ properties ~~resulting~~ in ~~reduced number of rental properties in~~ the current ~~quarter as compared to comparable prior~~ period. ~~● Depreciation expense decreased approximately $6,000 during the current quarter~~ as compared to ~~the~~four ~~prior comparable quarter as a result of the sale of rental~~ properties ~~resulting~~ in ~~reduced number of rental properties in~~ the ~~current quarter as compared to comparable~~ prior ~~period. ● Computer Costs decreased approximately $2,000 during the three months ended January 31, 2018 as compared to the~~ comparable ~~prior~~ period due to decreased support costs. ● Salary expense, office salary, housing allowance, benefits and payroll taxes decreased approximately $47,000 during the three months ended January 31, 2018 as compared to the comparable prior period due to the reduction in President’s salary and related costs in the current quarter as compared to the comparable prior period ● Travel expense decreased approximately $12,000 during the three months ended January 31, 2018 as compared to the comparable prior period due to reduced travel due to budgetary constraints.

~~Bad~~Rental ~~debt~~property ~~recovery~~costs and depreciation decreased ~~from~~approximately $212,000 for the three ~~month~~months ~~period~~ ended ~~January~~July 31, ~~2017~~2018 toas $0compared into the ~~current~~comparable prior ~~three~~period ~~month~~as ~~period ended~~a ~~January~~result ~~31,~~of ~~2018~~a asreduction in costs incurred in connection with the ~~Company~~rental ~~received~~properties ~~payment~~the inCompany ~~full~~acquired onfrom aARG due ~~previously~~to ~~written~~the ~~off~~sale ~~land~~of ~~contract~~all ~~receivable~~remaining rental properties in ~~the~~fiscal ~~prior quarter~~2018.

~~Professional~~Travel ~~fees~~expense ~~increased~~decreased approximately $683,000 ~~for~~during the three months ended ~~January~~July 31, 2018 as compared to the comparable prior period ~~mainly~~ due to anmoving ~~increase~~the inCompany’s ~~accounting,~~primary ~~financial~~operations ~~consulting,~~to ~~valuation~~Baja ~~services~~California, ~~fees~~Mexico and ~~compliance~~the ~~fees,~~President’s ~~offset~~move byto aMexico ~~decrease~~ resulting in ~~legal services~~reduced travel needs.

~~Interest~~Miscellaneous ~~expense,~~office ~~net~~costs ~~increased~~decreased by approximately $317,000 ~~for~~during the three months ended ~~January~~July 31, 2018 as compared to the comparable prior ~~period~~ ~~mainly~~period due tobudgetary ~~the~~constraints ~~increase in amortization of debt discounts, prepayment penalties~~ and ~~interest~~closing ~~recognized in connection with convertible notes in the current quarter~~ of ~~fiscal~~Michigan ~~2018 as compared to the comparable prior three month period~~office.

Derivatives gain increased to approximately $178,000 for the three months ended January 31, 2018 as compared to a derivatives loss of $41,000 for the comparable prior period due to the fair value adjustments in connection with the convertible notes and common stock warrants in the current three month period.12

~~Nine~~Bad ~~months~~debt ~~Ended~~recovery ~~January~~increased from $0 for the three month period ended July 31, ~~2018~~2017 ~~Compared~~ to ~~Nine~~approximately ~~Months~~$7,000 ~~Ended~~in ~~January~~the current three month period ended July 31, ~~2017~~2018 as the Company received payments from past due tenants and collected amounts on three previously written off land contract receivables.

~~During~~Professional ~~the~~fees ~~nine~~increased ~~months ended January 31, 2018, we incurred a net loss of~~ approximately $~~622~~76,000 ~~compared to a net loss of approximately $920,000~~ for the ~~nine~~three months ended ~~January~~July 31, ~~2017.~~2018 ~~Revenue~~as ~~decreased~~compared ~~approximately~~to ~~$77,000 in~~ the ~~nine~~comparable ~~months~~prior ~~ended~~period ~~January~~mainly ~~31,~~due ~~2018~~to ~~compared~~an toincrease ~~the~~in ~~nine~~accounting, ~~months~~financial ~~ended~~consulting, ~~January~~valuation 31services fees, ~~2017~~legal fees and compliance fees.

~~Rental~~Interest ~~revenue~~expense, ~~decreased~~net toincreased approximately $44440,000 for the three months ended July 31, 2018 as compared to ~~$72,000~~the ~~during~~comparable prior period mainly due to the ~~nine~~increase ~~months~~in ~~ended~~amortization ~~January~~of 31debt discounts, ~~2017.~~prepayment ~~The~~penalties ~~Company~~and ~~received rental~~interest ~~income~~recognized onin ~~five~~connection ~~properties~~with convertible ~~during~~notes in the ~~nine~~current ~~months~~quarter ~~ended~~of ~~January~~fiscal ~~31,~~2019 ~~2018~~ as compared to ~~seven in~~ the comparable prior three month period.

~~Proceeds~~Loss ~~from~~on ~~the~~settlement ~~sale~~ of ~~properties increased to $410~~liabilities,~~000~~ ascommon ~~compared~~stock decreased to approximately $~~305~~33,000 ~~during~~for the ~~nine~~three months ended ~~January~~July 31, ~~2017~~2018 ~~and the corresponding cost of properties sold increased to approximately $395,000~~ as compared to $~~245~~45,000 infor the ~~nine~~comparable ~~months~~prior ~~ended~~period ~~January 31,~~due ~~2017,~~to ~~resulting in~~ a ~~decrease~~forbearance inpayment ~~net~~and ~~gain~~issuance ~~from~~of ~~sale~~common ofstock ~~properties~~relating to ~~approximately~~a ~~$15,000 during the nine months ended January~~convertible ~~31,~~note ~~2018~~payable asin ~~compared~~the tocurrent ~~$60,000~~quarter ~~during~~and the ~~nine~~partial ~~months~~payoff ~~ended~~of ~~January~~a ~~31,~~convertible ~~2017.~~note ~~The~~payable ~~Company~~and ~~sold~~issuance ~~seven~~of ~~properties~~common instock ~~the~~under ~~nine months~~make ~~ended~~whole ~~January~~provision ~~31, 2018 as compared to three~~ in the ~~comparable~~ prior ~~period~~comparable quarter.

29Derivatives gain decreased to a loss of approximately $284,000 for the three months ended July 31, 2018 as compared to a derivatives gain of $115,000 for the comparable prior period due to the fair value adjustments in connection with the convertible notes and common stock warrants in the current three month period.

Commission revenue decreased to $0 during the nine months ended January 31, 2018 as compared to approximately $4,000 in the nine months ended January 31, 2017 as the Company received commissions on the sale of two properties in 2017. There were no such commissions earned during the nine months ended January 31, 2018.

There have been fluctuations in certain expenses in the nine months ended January 31, 2018, as compared to the nine months ended January 31, 2017.

Selling, general and administrative expenses decreased approximately $15,000 for the nine months ended January 31, 2018 as compared to the comparable prior period mainly due to the following changes:

There were increases in certain expenses:

● Commissions and Closing costs increased by approximately $29,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due to the selling of seven properties in the current period as compared to the sale of three property in the comparable prior period. ● Investor Relations costs increased by approximately $31,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due to the increased activity of promoting the Company and retention of an investor relations consultant. ● Office rent expense and office expense increased approximately $15,000 for the nine months ended January 31, 2018 as compared to the comparable prior period due the Company’s new office space lease in San Diego and an increase in related office costs. ● Office and Miscellaneous Expenses related to ProCon increased by approximately $59,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due costs incurred in opening and operating am an office in Ensenada and staff retention. ● Automobile expense increased by approximately $5,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due to increased cost of insurance. ● Bank charges increased by approximately $3,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due to increased number of wire transfers and bank maintenance fees. ● Dues, subscription and license increased by approximately $2,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due to joining the San Diego Chamber of Commerce. ● Moving expense increased by approximately $1,700 during the nine months ended January 31, 2018 as compared to the comparable prior period due costs incurred in moving the office to San Diego in the current period.

These increases were offset by decreases in certain expenses:

● Computer Costs decreased approximately $2,700 during the nine months ended January 31, 2018 as compared to the comparable prior period due to decreased support costs. ● Rental property costs decreased approximately $6,000 for the nine months ended January 31, 2018 as compared to the comparable prior period as a result of association dues, property insurance and taxes payments made on behalf of the land contract owners. ● Depreciation expense decreased approximately $14,000 for the nine months ended January 31, 2018 as compared to the comparable prior period as a result the reduced number of rental properties in the current quarter as compared to the comparable prior period.

	●	Salary expense, office salary and related benefits and payroll taxes decreased approximately $117,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due to the termination of an office manager in the second quarter of fiscal 2017, a decrease in the Company President’s salary, a decrease in payroll taxes due to the settling ongoing negotiations of taxes in the prior comparable period, and a reduction in office staff in the current period as compared to the comparable prior period.
	●	Travel expense decreased approximately $21,000 during the nine months ended January 31, 2018 as compared to the comparable prior period due to reduced travel due to budgetary constraints.

Professional fees increased approximately $86,000 for the nine months ended January 31, 2018 as compared to the comparable prior period mainly due to:

● Audit and accounting fees increased approximately $31,000 in the nine month period ended January 31, 2018 as compared to the prior comparable period due to additional work needed to properly account for derivative financial instruments and the valuation of such instruments. ● Professional fees increased approximately $58,000 in the nine month period ended January 31, 2018 as compared to the prior comparable period due to retaining a consultant to perform accounting functions. ● An increase in fees paid to consultants in the amount of approximately $6,000 in the nine month period ended January 31, 2018 for valuation and other fees relating to maintaining and account for convertible debt services. ● A decrease in legal fees paid in the amount of approximately $9,000 in the nine month period ended January 31, 2018 as a result of less S-1 filing expenses incurred and decreased legal resources required.

Interest expense, net increased approximately $756,000 for the nine months ended January 31, 2018 as compared to the comparable prior period mainly due to the increase in amortization of debt discounts, prepayment penalties and interest recognized in connection with convertible notes party in the current nine months of fiscal 2018 as compared to the comparable prior nine month period.

Loss on settlement of liabilities, Series A decreased to $0 for the nine months ended January 31, 2018 as compared to approximately $428,000 for the comparable prior period due to the issuance of Series A preferred stock in settlement of the note payable to EIG resulting in a loss in the amount of approximately $389,000 and in settlement of the advance due EIG resulting in a loss in the amount of approximately $39,000 in the nine months ended January 31, 2017.

Gain on settlement of liabilities, Series B decreased to $0 for the nine months ended January 31, 2018 as compared to approximately $11,000 for the comparable prior period due to the issuance of Series B preferred stock in settlement of the note payable due AMREFA in the nine months ended January 31, 2017.

Loss on settlement of liabilities, common stock increased to approximately $45,000 for the nine months ended January 31, 2018 as compared to $0 for the comparable prior period due to the partial payoff of a convertible note payable.

Gain on the change in fair value of derivative liabilities increased to approximately $807,000 for the nine months ended January 31, 2018 as compared to a loss of approximately $24,000 for the comparable prior period due to the fair value adjustments in connection with the convertible notes and common stock warrants in the current nine month period.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, ~~2017~~2018, we had total assets of approximately $21,~~395~~951,000 compared to total assets of approximately $2,~~130~~126,000 at ~~January~~ July 31, 2018. The ~~decrease~~increase in total assets was primarily due to: Rental property which decreased approximately $493,000 due the sale of seven properties in the nine-month period ended January 31, 2018 and a decrease in cash of approximately$149,000 in the nine month period ended January 31, 2018.

~~These~~Property ~~decreases in assets were partially offset by increases in: Notes Receivable Land Contract which~~ increased ~~approximately~~ $67160,000 due to ~~the~~ Company’s ~~issuance~~acquisition of agricultural land ~~contracts~~under to the ~~buyers~~terms of a definitive purchase agreement, the ~~two~~Company ~~properties~~recorded ~~sold~~agricultural land at cost in the ~~nine-month~~amount ~~period~~of ~~ended January 31~~$160,000 ~~2018,~~and Note Receivable- Related Party increased $~~252~~140,000 as a result of the Company’s additional loan to Contel~~, net of repayments of $50,000~~. Accounts receivable increased approximately $38,000 mainly as a result of rental property rent due from tenants as of January 31, 2018 and Procon’s accounts receivable increase and Other assets increased approximately $20,000, due to an increase in accrued interest relating to the land contracts receivable and an increase in Procon’s prepaid expenses.

~~Cash~~These ~~decreased~~increases toin ~~approximately~~assets ~~$140,000~~were ~~for~~partially ~~the~~offset ~~period~~by ~~ended~~decreases ~~January~~in: ~~31,~~cash ~~2018~~of approximately $88,000 ~~compared~~and toother ~~cash~~assets ofdecreased approximately $~~289~~37,000 atmainly ~~April~~due ~~30,~~to ~~2017.~~a ~~Cash used~~decrease in ~~operating~~Procon’s ~~activities~~other ~~was~~assets of approximately $~~769~~41,000 ~~for~~offset ~~the~~by ~~period~~an ~~ended~~increase ~~January 31, 2018, as compared with cash used~~ in ~~operating~~Procon’s ~~activities~~prepaid expenses of approximately $~~401~~4,000 ~~in the comparable period in fiscal 2017~~.

AtCash ~~January~~decreased to approximately $18,000 for the period ended July 31, 2018, wecompared ~~had~~to ~~stockholders’~~cash ~~deficit~~ of $106,000 at April 30, 2018. Cash used in operating activities was approximately $~~905~~243,000 for the period ended July 31, 2018, as compared towith acash ~~deficit~~used in operating activities of approximately $~~200~~182,000 at ~~April~~in ~~30,~~the comparable period in fiscal 2017.

~~Credit~~At ~~Line~~July 31, 2018, we had stockholders’ deficit of approximately $2,849,000 compared to a deficit of approximately $1,531,000 at April 30, 2018.

~~During the nine months ended January 31, 2018, the Company’s President entered into an unsecured 5% Promissory Note (“~~Credit Line 4”) with interest at a rate of five (5%) percent per annum, which is payable on July 19, 2018. As of January 31, 2018 the Company borrowed $185,155 and repaid $20,000 under Credit Line 4. As of January 31, 2018 the amount due under Credit Line 4 totaled $165,155.Lines

OnThe ~~July~~Company ~~19,~~has ~~2017~~credit ~~the~~line ~~Company~~promissory ~~signed~~notes awith ~~one~~its ~~year~~President ~~unsecured~~and 5%Chief ~~Promissory~~Executive ~~Note~~Officer ~~(“Credit~~Lines ~~Line~~with ~~3”)~~a ~~whereby~~total ~~the~~balance ~~Company may~~outstanding ~~borrow~~of ~~from Jan Telander, its CEO, up to~~ $~~250~~840,~~000~~555 ~~with~~as ~~interest at a rate~~ of ~~five (5%) percent per annum due on~~ July ~~19, 2018. As of January~~ 31, 2018 ~~the Company borrowed $250,000 under Credit Line 3~~.

Mr. Telander on February 21, 2017 entered into an additional one year 5% Promissory Note credit line agreement of up to $250,000 with the Company, on the same terms as those of the August 2, 2016 agreement, and has commenced advances to the Company under the new Promissory Note. Mr. Telander completed the full amount of the advances under the Note as of July13, 2017 and we have issued to Mr. Telander, in accordance with the terms of this credit line financing, a five-year common stock purchase warrant to purchase 2,500,000 shares of common stock at an exercise price of $0.05 per share, will be issued as are made.

On August 2, 2016, the Company signed a 5% Promissory Note with Mr. Telander, for a credit line of up to $250,000. The Note is non-convertible and is to be repaid within one year. Mr. Telander completed the full amount of the advances under the Note as of February 21, 2017 and we have issued to Mr. Telander, in accordance with the terms of this credit line financing, a five-year common stock purchase warrant to purchase 2,500,000 shares of common stock at an exercise price of $0.05 per share, will be issued as are made.

Equity Line Financing

On June 23, 2016, the Company entered into a $5,000,000 equity line financing agreement (“Investment Agreement”) with Tangiers Global, LLC, Dorado, Puerto Rico, and filed a Registration Statement for the financing with the SEC on August 31, 2016, which was declared effective by the SEC on January 31, 2017. The financing is over a maximum of 36 months. A maximum of 75 million (75,000,000) shares of our common stock have been registered for this financing.

Convertible Note Financings

32We have approximately $1,292,000 (unamortized discounts total approximately $273,000) in the aggregate of convertible debt outstanding, in the form of convertible notes.

~~Hoppel Convertible Notes~~13

On September 13, 2016, the Company issued a 7% convertible promissory note (“Hoppel Convertible Note #1”) in the principal amount of $105,000, due March 13, 2017.

On March 16, 2017 Hoppel Convertible Note 1 was paid in full.

On January 20, 2017, the Company issued a 7% convertible promissory note (“Hoppel Convertible Note #2) in the principal amount of $105,000, due July 20, 2017, convertible in the event of an event of default.

Hoppel Convertible Note #2 was paid through a combination of cash and a series of conversion into common stock.

The total amount due under the Hoppel Convertible Note #2 was $130,832, comprised of the face amount of the note of $105,000, interest of $7,350, penalty of $5,000 and a prepayment premium of $13,482.

Cash payments totaled $89,880 and $40,952 from conversions into common stock. The number of shares as a result of the conversion was 6,700,381.

Power Up Lending Group Ltd

On February 21, 2017, the Company issued a convertible note (Power Up Lending #1) in the amount of $103,500, bearing interest at the rate of 12% per annum, and due November 30, 2017.

This note was paid through a combination of cash and a series of conversion into common stock. The total amount due was $122,135, comprised of the face amount of the note of $103,500, interest of $6,370, and a prepayment premium of $12,265.

This note was fully paid through a cash payment of $61,989 and $60,146 from conversions into common stock. The number of shares as a result of the conversion was 8,534,554.

On May 15, 2017, the Company issued to Power Up Lending Group Ltd. a 12% Fixed Rate Convertible Promissory Note (Power Up Lending) in the principal amount of $46,500 due on February 15, 2018. The conversion price shall equal 58% multiplied by the average of the lowest two (2) Trading Prices for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

This note was paid by a cash payment of $61,488 on November 7, 2017. The total amount due was $61,488, comprised of the face amount of the note of $46,500, interest of $2,816, and a prepayment premium of $12,172.

On August 25, 2017, the Company issued a 12% Promissory Note in the principal amount of $78,000 to Power Up Lending Group Ltd. This convertible note is due and payable on May 30, 2018. The Holder shall have the right from time to time, at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock.

On November 8, 2017, the Company issued a 12% Convertible Promissory Note, in the principal amount of $51,500. The Note is due August 15, 2018. The Holder has the right from time to time, at any time during the period beginning on the date which is 180 days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock.

On January 19, 2018, the Company issued to Power Up Lending Group Ltd. (“Power Up Lending”) a 12% Fixed Rate Convertible Promissory Note in the principal amount of $63,000 due on October 30, 2018. The conversion price is equal to 58% multiplied by the average of the lowest two (2) Trading Prices for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

On February 13, 2018, the Company issued to Power Up Lending a 12% Fixed Rate Convertible Promissory Note in the principal amount of $83,000 due on, 2018. The conversion price is 58% multiplied by the average of the lowest two (2) Trading Prices for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

Bellridge Capital, LP

On March 15, 2017, the Company issued a $5,000 Original Issue Discount 10% Convertible Debenture in the principal amount of $105,000, due March 15, 2018.

This note was paid by a cash payment of $105,000 and $32,811 on September 12 and September 21, 2017, respectively. The total amount due was $137,811, comprised of the face amount of the note of $105,000, interest of $5,510, and a prepayment premium of $27,301.

Tangiers Global, LLC

On March 21, 2017, the Company issued a 7% Fixed Convertible Promissory Note in the principal amount of $105,000 due September 21, 2018.

This note was paid by a cash payment of $140,438 on October 19, 2017, respectively. The total amount due was $140,438, comprised of the face amount of the note of $105,000, interest of $7,350, and a prepayment premium of $28,088.

On October 17, 2017, the Company issued a 12% Convertible Promissory Note in the principal amount of $306,804 to Tangiers Global, LLC. The Note is due July 13, 2018. The Holder has the right from time to time, at any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock.

Silo Equity Partners Venture Fund, LLC

On March 22, 2017, the Company issued a 7% Fixed Convertible Promissory Note in the principal amount of $100,000 due September 22, 2017

This note was paid by a cash payment of $30,000, $100,000 and $397 on September 22, October 5 and October 6, 2017, respectively. The total amount due was $130,397, comprised of the face amount of the note of $100,000, interest of $4,341, and a prepayment premium of $26,056.

JSJ Investments, Inc.

On May 10, 2017, the Company issued to JSJ Investments Inc. a 12% Convertible Promissory Note in the principal amount of $ 113,000, due February 20, 2018. At any time after 180 days after the issuance date, this Note shall be convertible into shares of the Company’s common stock with a conversion price equal to a 52% discount to the lowest trading price during the previous fifteen (15) trading days to the date of a Conversion Notice.

Vista Capital Investments LLC

On May 3, 2017, the Company issued to Vista Capital Investments LLC an 8% Fixed Rate Convertible Debenture in the principal amount of $110,000 with an Original Issue Discount of $10,000, due November 29, 2017. At any time which is one hundred eighty days from the Closing Date, this Note shall be convertible into shares of the Company’s common stock with a conversion price equal to $0.035. In addition, the Company granted Vista Capital Investments LLC 2,000,000 Warrant Shares of the Company’s common stock, par value $0.0001 per share.

BlueHawk Capital, LLC

On November 29, 2017, the Company issued a 12% Convertible Promissory Note, in the principal amount of $51,500. The Note is due August 20, 2018. The Holder has the right from time to time, at any time during the period beginning on the date which is 180 days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock.

Auctus Fund, LLC

On December 4, 2017, the Company issued a 12% Convertible Promissory Note, in the principal amount of $110,875 to Auctus Fund, LLC. The Note is due August 29, 2018. The Holder has the right from time to time, at any time during the period beginning on the date which is 180 days following the date of the Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares of Common Stock.

In May 2017, the non-interest bearing Mortgage Note to AMREFA in the amount of $200,000 was paid in full upon the sale of the Kinsel Street Property. See Note 9.

Adar Bays, LLC

On March 14, 2018, the Company issued to Adar Bays, LLC an 8% Convertible Redeemable Note in the principal amount of $78,750 due on March 12, 2018. The conversion price is 58% multiplied by the lowest closing bid for the Common Stock for the 15 Trading Days prior to the Conversion Date.

Employee Stock Option Plan

On June 30, 2017, the Board of Directors of the Company adopted and approved the Company’s 2017 Employee Stock Option Plan (the “Plan”), for which we will seek approval of our stockholders. The Company terminated its 2012 Stock Option Plan following the expiration of all outstanding restricted stock units issued under that plan.

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, ~~2017~~2018. We consider the following accounting policy to be the most critical going forward:

Basis of Presentation - The Company’s financial statements for the year ended April 30, ~~2017~~2018, 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 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 uncertainties.

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.

3514

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

a. Disclosure controls and procedures.

As of the end of period covered by this report, the Company carried out an evaluation, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”) Rule 13a15(e)) as of July 31, ~~2017~~2018, are not effective, due to lack of segregation of duties, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a15.

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 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth the sales of unregistered securities since the Company’s last-filed report on Form 8-K covering sales of unregistered securities or on Form 10-Q filed under this item.

Date

~~Title and Amount (1)~~

~~Purchaser~~Title and Amount (1)

~~Principal Underwriter~~Purchaser

~~Total Offering Price/ Underwriting Discounts~~

Principal Underwriter

Total Offering Price/ Underwriting Discounts

February 13, 2018

Convertible Promissory Note, in the principal amount of $83,000 issued to Power Up Lending Group Ltd. due November 30, 2018.

Private Investor.

83,000

/NA

July 12, 2018

400,000 shares of common stock issued to a lender in connection with modification of convertible note

Bluehawk Capital, LLC

N/A

7,240 /NA

March 14, 2018

Convertible Promissory Note, in the principal amount of $78,750 issued to Adar Bays, LLC due March 12, 2019.

78,750

/NA

(1) The issuances to lenders and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D or Regulation S promulgated by the SEC under the Securities Act.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION.

3615

Convertible Promissory Note Issued to Power Up Lending Group Ltd.

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.

Effective on February 13, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Lender”), pursuant to which the Company sold the Lender a convertible note in the amount of $83,000, bearing interest at the rate of 12% per annum (the “Convertible Note”). The Convertible Note provides the Lender the right, at any time after 180 days from the Issue Date of the Convertible Note, to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company’s common stock at the Conversion Price equal to 58% multiplied by the Market Price, defined as the average of the lowest two (2) Trading Prices for the common stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Convertible Note is payable, along with interest thereon on November 30, 2018. In the event that any principal or interest is not timely paid, such amount accrues interest at 22% per annum until paid in full.

The Company may repay the Convertible Note (prior to conversion), at 120% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period beginning on the Issue Date and ending 150 days following the Issue Date, and at 126% of such note if the note is repaid during the period beginning 151 days after the Issue Date and ending 180 days after the Issue Date. After 180 days have elapsed from the Issue Date the Company has no right to prepay the Convertible Note.

The Note provides for customary events of default such as failing to timely make payments under the Note when due, unsatisfied judgments against the Company, failure to issue conversion shares in a timely manner and failure of the Company to comply with the reporting requirements of the Exchange Act. Upon the occurrence of an event of default, as described in the Convertible Note, the Note shall become immediately due and payable and the Company is required to pay to the Lender, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times (200% times in the case of a conversion failure) the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, (the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of common stock issuable upon conversion of or otherwise pursuant to such Default Sum, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the common stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”), and the Lender shall be entitled to exercise all other rights and remedies available at law or in equity. If the Company fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Lender shall have the right at any time, to require the Company, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of common stock of the Company equal to the Default Amount divided by the Conversion Price then in effect.

Convertible Redeemable Note Issued to Adar Bays, LLC

On March 18, 2018, the Company issued to Adar Bays, LLC (“Adar Bays”) an 8% Convertible Redeemable Note in the principal amount of $78,750 due on March 12, 2018. In the event that any principal or interest is not timely paid, such amount accrues interest at 24% per annum until paid in full. The Convertible Note provides the Lender the right, at any time after 180 days from the Issue Date of the Convertible Note, to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company’s common stock. The conversion price is 58% multiplied by the lowest closing bid for the Common Stock for the 15 Trading Days prior to the Conversion Date

The Company may repay the Convertible Note (prior to conversion), at 120% of such note (and accrued and unpaid interest thereon) if the note is repaid during the period beginning on the Issue Date and ending 150 days following the Issue Date, and at 125% of such note if the note is repaid during the period beginning 151 days after the Issue Date and ending 180 days after the Issue Date. After 180 days have elapsed from the Issue Date the Company has no right to prepay the Convertible Note.

Upon the occurrence of an event of default, as described in the Note, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a conversion failure the Company would pay liquidated damages in the amount of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. The agreed liquidated damages shall increase to $500 per day beginning on the 10th day. In the event of the “bid” price for the Company’s stock being lost, the outstanding principal amount would be increased by 20% as a liquidated damages payment. In case of a conversion failure), the outstanding principal due under the Note would increase by 50% as a liquidated damages payment. If this Note is not paid at maturity, the outstanding principal due under this Note would increase by 10%. Further, if the Company fails to file quarterly or annual SEC reports occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion.

In connection with the issuance of the Adar Bays Note, the Company issued two back end notes (“Back End Note”) each in the principal amount of $78,750, where the Company has the option to have Adar Bays fund the notes. Each of the two $78,750 back end notes is initially paid for by the issuance of an offsetting $78,750.00 secured note issued to the Company by Adar Bays, provided that prior to conversion of a particular Back End Note, Adar Bays must have paid off that particular Note in cash such that the particular Back End Note may not be converted until it has been paid for in cash.

The foregoing descriptionS of the Convertible NoteS aND SECURITY PURCHASE AGREMENTS does not purport to be complete and is qualified in its entirety by reference to the FORMS OF THE RESPECTIVE Convertible NoteS AND SECURITY PURCHASE AGREEMENTS THAT ARE FILED AS ExhibitS 10.67 THROUGH 10.70 to this QUARTERLY REPORT on Form 10-Q and ARE incorporated herein by reference. DEFINED TERMS USED IN THE DESCRIPTIONS IN THIS CURRENT REPORT SHALL HAVE THE MEANINGS PROVIDED IN THE RESPECTIVE convertible noteS AND SECURITY PURCHASE AGREEMENTS, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.

ITEM 6. EXHIBITS.

10.67	Convertible Promissory Note dated February 13, 2018, issued to Power Up Lending Group Ltd.
10.68	Securities Purchase Agreement, dated February 13, 2018, between the Company and Power Up Lending Group Ltd.
10.69	Convertible Promissory Note dated February 14, 2018, issued to Adar Bays, LLC.
10.70	Securities Purchase Agreement, dated March 14, 2018, between the Company and Adar Bays, LLC.
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.

3916

SIGNATURES

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

	PROGREEN US, INC.
Dated: March 26, 2018	BY:	/s/ Jan Telander
Dated: September 19, 2018	BY:	/s/ Jan Telander
		Jan Telander
		President and Chief Executive Officer

4017

EXHIBIT INDEX

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.

10.67	Convertible Promissory Note dated February 13, 2018, issued to Power Up Lending Group Ltd.
10.68	Securities Purchase Agreement, dated February 13, 2018, between the Company and Power Up Lending Group Ltd.
10.69	Convertible Promissory Note dated February 14, 2018, issued to Adar Bays, LLC.
10.70	Securities Purchase Agreement, dated March 14, 2018, between the Company and Adar Bays, LLC.
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

*	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

4118

Filing Compare · Progreen US, Inc.