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: ~~July~~October 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 ~~September~~December 1413, 2018 was ~~502~~1,~~256~~115,~~840~~873,051 shares.

PROGREEN US, INC.

INDEX

		Page
Part I.	Financial Information	1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of July 31, 2018 (unaudited) and as of April 30, 2018	2
	Condensed Consolidated Balance Sheets as of October 31, 2018 (unaudited) and as of April 30, 2018	2
	Condensed Consolidated Statements of Operations for the Three Months Ended July 31, 2018 and 2017 (unaudited)	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended October 31, 2018 and 2017 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2018 and 2017 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 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.	1011
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1517
Item 4.	Controls and Procedures.	1517
Part II.	Other Information	1517
Item 6.	Exhibits.	1617
Signatures		1718

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, 2018.

The results of operations for the three and six months ended ~~July~~October 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

	July 31, 2018			April 30, 2018
	October 31, 2018			April 30, 2018
	(Unaudited)
Assets
Agricultural land	$	160,000		$	-
Land under development		500,000			500,000
Property		660,000			500,000
Cash		1723,~~971~~299			106,256
Accounts receivable, net of allowance of $36,910 and $37,960		-58,791			-
Notes receivable - land contracts, net of allowance of $199,793 and $221,080		70,659			70,659
Notes receivable - land contracts, net of allowance of $218,743 and $221,080		70,659			70,659
Other assets		4696,~~223~~675			82,909
Note receivable - related party		1,~~327~~014,~~500~~270			1,187,500
Property and equipment:
Vehicles, furniture and equipment, net of accumulated depreciation of $46,792 and $46,703		3,804			3,804
Vehicles, furniture and equipment, net of accumulated depreciation of $46,881 and $46,703		3,804			3,804
Total assets	$	21,~~126~~927,~~157~~498		$	1,951,128
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses	$	~~382~~876,~~551~~530		$	348,657
Reservation and tenant deposits		5152,~~500~~471			48,085
Notes payable		23,512			23,512
Note payable, related parties, net of discount of $0 and $0, respectively		~~840~~781,~~555~~200			882,555
Note payable - Ann Arbor		5239,~~482~~363			58,952
Derivative liabilities		1,~~952~~175,~~971~~090			772,895
Convertible debentures, net of discount of $272,590 and $32,682, respectively		1,019,191			839,247
Convertible debentures, net of discount of $99,309 and $32,682, respectively		698,803			839,247
Dividend payable		~~132~~156,~~477~~375			108,579
Liability under land contract – related party		520,000			400,000
Liability under land contract-related party		520,000			400,000
Total liabilities		4,~~975~~323,~~239~~344			3,482,482
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 October 31, 2018 and April 30, 2018		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 October 31, 2018 and April 30, 2018		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, 1,250,000,000 shares authorized, 739,576,346 and 421,577,283 outstanding
Additional paid in capital		6,063,808			6,221,833
at October 31, 2018 and April 30, 2018		73,959			42,157
Accumulated other comprehensive income		(22,531	)		(30,999	)
Additional paid in capital		7,066,356			6,221,833
Accumulated deficit		(8,860,506	)		(7,723,312	)
Accumulated other comprehensive income		(20,937	)		(30,999	)
Total controlling interest		(2,775,068	)		(1,489,371	)
Accumulated deficit		(9,428,803	)		(7,723,312	)
Noncontrolling interest in consolidated subsidiary		(74,014	)		(41,983	)
Total controlling interest		(2,308,475	)		(1,489,371	)
Total stockholders’ deficit		(2,849,082	)		(1,531,354	)
Noncontrolling interest in consolidated subsidiary		(87,371	)		(41,983	)
Total liabilities and stockholders’ deficit	$	2,126,157		$	1,951,128
Total stockholders’ deficit		(2,395,846	)		(1,531,354	)
Total liabilities and stockholders’ deficit	$	1,927,498		$	1,951,128

See accompanying notes to these unaudited condensed consolidated financial statements

ProGreen US, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	July
	October 31,						October 31,
	2018			2017			2018			2017
Revenues:
Rental revenue	$	-		$	15,525		$	-		$	31,050
Net gain on sale of properties		-			~~39,905~~-			-			39,905
Total Revenue	$	-		$	55,430
Management fees		51,284			-			51,284			-
Expenses:
Total Revenue	$	51,284		$	15,525		$	51,284		$	70,955
Selling, General & administrative		156,015			112,475
Expenses:
Professional fees		135,233			59,200
Selling, general & administrative		72,780			82,918			228,795			195,393
Total operating expenses	$	291,248		$	171,675
Professional fees		90,444			91,090			225,677			150,290
Operating loss		(291,248	)		(116,245	)
Total operating expenses	$	163,224		$	174,008		$	454,472		$	345,683
Other expenses and income:
Operating loss		(111,940	)		(158,483	)		(403,188	)		(274,728	)
Interest expense, net		(536,754	)		(96,792	)
Other expenses and income:
Loss on settlement of liabilities, common stock		(33,240	)		(44,659	)
Interest expense, net		(912,456	)		(682,187	)		(1,449,210	)		(778,979	)
Gain (loss) on change in fair value of derivative liabilities		(284,085	)		114,628
Loss on settlement of liabilities, common stock		-			-			(33,240	)		(44,659	)
Loss before income tax expense	$	(1,145,327	)	$	(143,068	)
Gain on change in fair value of derivative liabilities		466,640			514,297			182,555			628,925
Net Loss	$	(1,145,327	)	$	(143,068	)
Loss before income tax expense	$	(557,756	)	$	(326,373	)	$	(1,703,083	)	$	(469,441	)
Less: Net loss attributable to noncontrolling interest	$	(32,031	)	$	(10,936	)
Net Loss		(557,756	)	$	(326,373	)	$	(1,703,083	)	$	(469,441	)
Net Loss attributable to parent	$	(1,113,296	)	$	(132,132	)
Less: Net loss attributable to noncontrolling interest	$	(13,357	)	$	3,693		$	(45,388	)	$	(7,243	)
Deemed dividend on redeemable, convertible preferred stock, Series B	$	23,898		$	23,898
Net Loss attributable to parent	$	(544,399	)	$	(330,066	)	$	(1,657,695	)	$	(462,198	)
Net Loss attributable to parent common shareholders	$	(1,137,194	)	$	(156,030	)
Deemed dividend on redeemable, convertible preferred stock, Series B	$	23,898		$	23,898		$	47,796		$	47,796
Other comprehensive loss
Net Loss attributable to parent common shareholders	$	(568,297	)	$	(353,964	)	$	(1,705,491	)	$	(509,994	)
Change in foreign currency translation adjustments	$	8,468		$	(639	)
Other comprehensive income (loss)
Other comprehensive loss	$	8,468		$	(639	)
Change in foreign currency translation adjustments	$	1,594		$	(21,923	)	$	10,062		$	(22,562	)
Comprehensive net loss attributable to parent	$	(1,128,726	)	$	(156,669	)
Total other comprehensive income (loss)	$	1,594		$	(21,923	)	$	10,062		$	(22,562	)
Net loss per share - basic and fully diluted	$	(0.00	)	$	(0.00	)
Comprehensive net loss attributable to parent	$	(566,703	)	$	(375,887	)	$	(1,695,429	)	$	(532,556	)
Weighted average shares outstanding - basic and fully diluted		424,088,103			350,596,197
Net loss per share - basic and fully diluted		(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic and fully diluted		546,381,314			361,764,956			485,234,708			355,858,490

See accompanying notes to these unaudited condensed consolidated financial statements

ProGreen US, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	October 31,
	July
	2018			2017
Cash used in operating activities
Net loss	$	(1,~~145~~703,~~327~~083	)	$	(~~143~~469,~~068~~441	)
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation - restricted stock units		-			1,000
Depreciation		-			712,~~730~~268
Gain on sale of rental properties		-			(39,905	)
Loss (Gain) on change in fair value of derivative liabilities		284,085			(114,628	)
Recovery of bad debt, net		(10,425	)		-
Gain on change in fair value of derivative liabilities		(182,555	)		(628,925	)
Loss on settlement of liabilities		33,240			44,659
Warrants issued		20,100			-
Warrant expense		20,100			-
Amortization of debt discount		~~390~~744,~~970~~251			73607,~~039~~189
Changes in operating assets and liabilities:
Accounts receivable		-(57,741	)		(1733,~~162~~364	)
Accounts payable and accrued expenses		42584,~~341~~706			1110,~~031~~292
Reservation and tenant deposits		34,~~415~~386			615,~~000~~499
Other current assets		36(13,~~686~~766	)		(1013,~~296~~351	)
Cash Provided used in operating activities		(334,490	)		(181,600	)
Cash used in operating activities		(580,887	)		(494,079	)
Cash used in investing activities
Cash provided by investing activities
Purchase of office equipment		-			(12,~~557~~584	)
Proceeds from sale of properties		-			231,000
Cash received from notes receivable - land contracts		9,375			1,786
Purchase of land		(40,000	)		-
Loan for note receivable - related party		~~(140~~649,~~000~~473	)		(~~265~~272,000	)
Cash provided by (used in) investing activities		(180,000	)		(35,557	)
Loan repayment by related party		(476,243	)		50,000
Cash provided by (used in) financing activities
Cash provided by investing activities		142,605			8,202
Proceeds from convertible preferred stock, Series A issued for cash from related party		-			-
Cash provided by financing activities
Proceeds from the sale of common stock		50,000			-75,000
Proceeds from notes payable-related party		-			~~104~~410,~~970~~070
Proceeds from notes payable		-			~~(336~~49,~~426~~000	)
Repayment of notes payable		(619,~~470~~589	)		-(342,115	)
Repayment of notes payable related party		(42101,~~000~~355	)		-
Proceeds from convertible debentures		467,707			~~251~~615,~~000~~438
Repayment of convertible debentures		(51,500	)		(42559,~~000~~664	)
Decrease in obligations under capital leases		-			(13,~~343~~373	)
Cash provided by financing activities		~~417~~345,~~737~~263			~~(23~~244,~~799~~356	)
Effect of foreign exchange on cash		810,~~468~~062			(~~639~~22,562	)
Net change in cash		(8882,~~285~~957	)		(~~241~~264,~~595~~083	)
Cash at beginning of period		106,256			289,095
Cash at end of period	$	1723,~~971~~299		$	4725,~~500~~012
Supplemental information:
Cash paid for interest	$	~~226~~147,~~006~~452		$	9159,~~318~~574
Noncash investing and financing transactions:
Reclassification of equity to derivative liability due to tainting	$	320,890		$	-151,166
Reclassification of derivative liability to equity due to conversion	$	45516,~~000~~140		$	-374,354
Dividend declared not paid, redeemable, convertible preferred stock, Series B	$	2347,~~898~~796		$	2347,~~898~~796
Discount on derivatives	$	~~600~~780,000		$	41490,~~312~~371
Deferred gain on sale of rental properties	$	-		$	52,601
Note receivable - land contracts issued for sale of properties	$	-		$	124,000
Accrued interest rolled into principal	$	-		$	639
Derivative liability due to true up feature of common shares issued	$	-		$	-
Stock issued for convertible debt and accrued interest	$	61,680		$	-
Purchase of land on account	$	120,000		$	-
Conversion of debt and accrued interest into common stock	$	603,731		$	101,098

See accompanying notes to these unaudited condensed consolidated financial statements

ProGreen US, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED 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, 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 ~~three~~six month period ended ~~July~~October 31, 2018, are not necessarily indicative of the results that may be expected for the year ending April 30, 2019.

Basis of Presentation

The Company’s significant accounting policies are summarized in Note 1 of the Annual Report. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the interim unaudited condensed consolidated financial statements. There were no significant changes to these accounting policies during the ~~three~~six months ended ~~July~~October 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 ~~July~~October 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.

Revenue, Cost of Sales, Management Fees and Concentration

The Company’s wholly owned subsidiary Progreen Farms LLC (“Progreen Farms “) entered an agreement with an outside party (the “Purchaser”) to delivery 2,500 tons of chili peppers at .24 cents a pound. It was anticipated that Contel would be the sole supplier and Progreen Farms act as the distributor. However, it was determined that Contel could not deliver the required volume and other producers were contacted The price charged by Contel to Progreen is the same price (i.e. .24 cents) as Progreen Farms charges to the Purchaser thus revenue and cost of sales net to zero. Revenue and expenses are recorded when delivery is made to the Purchaser and truck weight certificates are received.

The Company charged 10% of invoice amounts to producers, other than Contel, for billing services which is recorded as a management fee. During the six months ended October 31, 2018 management fees totaled $51,284.

During the six months ended October 31, 2018, the Purchaser notified the Company that it has located another source of chili peppers for 2019 and would not need produce from Progreen Farms.

Reclassifications

Certain amounts in previous periods have been reclassified to conform to fiscal year ending ~~2018~~2019 classifications.

Note 2. Agricultural Land, Land Under Development and Liability under Land Contract-Related Party

During the quarter ended July 31, 2018, the Company acquired agricultural land and under the terms of a definitive purchase agreement, the Company recorded agricultural land at cost in the amount of $160,000, paid $40,000 of the purchase price and recorded a liability under land contract for the balance due in the amount of $120,000 and $0 as of July 31, 2018 and April 30, 2018, respectively. No interest is due under the terms of the definitive purchase agreement. The Company held agricultural land in the amount of $160,000 and $0, as of July 31, 2018 and April 30, 2018, respectively.

The Company held land under development in the amount of $500,000 as of July 31, 2018 and April 30, 2017. The liability under land contract to purchase the land was $400,000 as of July 31, 2018 and April 30, 2018.

ProGreen US, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS

AsNote of2. ~~July~~Agricultural 31Land, ~~2018~~Land ~~payments~~Under ~~under~~Development ~~the~~and ~~agreements~~Liability ~~are due as follows for liability~~ under ~~land~~Land ~~contract~~Contract-Related –Party ~~related party:~~

During the six months ended October 31, 2018, the Company acquired agricultural land and under the terms of a definitive purchase agreement, the Company recorded agricultural land at cost in the amount of $160,000, paid $40,000 of the purchase price and recorded a liability under land contract for the balance due in the amount of $120,000 and $0 as of October 31, 2018 and April 30, 2018, respectively. No interest is due under the terms of the definitive purchase agreement. The Company held agricultural land in the amount of $160,000 and $0, as of October 31, 2018 and April 30, 2018, respectively.

The Company held land under development in the amount of $500,000 as of October 31, 2018 and April 30, 2018. The liability under land contract to purchase the land was $400,000 as of October 31, 2018 and April 30, 2018.

As of October 31, 2018 payments under the agreements are due as follows for liability under land contract – related party:

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

Note 3. ~~Note~~Accounts Receivable ~~- Related Party~~

~~During~~Accounts ~~the~~receivable, ~~quarter~~in ~~ended~~the ~~July~~amount ~~31,~~of ~~2018~~$58,791, is due in connection with the Company’s ~~contributed~~wholly anowned ~~additional $140~~subsidiary,~~000~~ ProGreen Farms LLC’s administrative services rendered to ~~Inmobiliaria~~third ~~Contel~~parties ~~S.R.L.C.V.~~and ~~Note~~sale ~~Receivable -~~of ~~Related~~chili ~~Party~~peppers during the six months ended October 31, 2018. Accounts Receivable totaled $158,~~327,500~~791 and $~~1,187,500~~0 as of ~~July~~October 31, 2018 and April 30, 2018, respectively.

Note 4. ~~Notes~~Note ~~Payable~~Receivable - Related Party

During the ~~quarter~~six months ended ~~July~~October 31, 2018, ~~no payments were made under Notes Payable. The amount due under~~ the ~~Southfield~~Company ~~debt~~contributed ~~had~~an aadditional ~~balance outstanding of~~ $14476,~~512~~243 asto ofInmobiliaria ~~July~~Contel ~~31,~~S.R.L.C.V. (“Contel”) ~~2018~~ and ~~April~~received 30$649,473 ~~2018.~~from ~~The~~Contel ~~amount~~from ~~outstanding~~the ~~under~~proceeds on the ~~unsecured~~sale ~~promissory~~of ~~note~~chili ~~with an~~peppers. ~~unrelated~~Note ~~party~~Receivable ~~note~~- ~~payable~~Related Party Note totaled $91,~~000~~014,270 and $1,187,500 as of ~~July~~October 31, 2018 and April 30, 2018, respectively.

Note 5. ~~Note~~Notes Payable~~, Related Party~~

During the ~~quarter~~six months ended ~~July~~October 31, 2018, no payments were made under Notes Payable. The amount due under the ~~Company~~Southfield ~~paid~~debt had a balance outstanding of $4214,~~000~~512 as of ~~amounts~~October ~~due~~31, ~~under~~2018 ~~the~~and ~~Company’s~~April ~~credit~~30, ~~line~~2018. ~~promissory~~The ~~notes~~amount outstanding under the unsecured promissory note with ~~its~~an ~~President~~unrelated party note payable totaled $9,000 as of October 31, 2018 and ~~Chief~~April ~~Executive~~30, ~~Officer~~2018.

~~Notes~~Note ~~payable~~6. ~~related~~Note ~~parties includes the amounts due under the Credit Lines with a total balance outstanding of $840~~Payable,~~555~~ ~~and~~Related ~~$882,555 as of July 31, 2018 and April 30, 2018, respectively.~~Party

~~Amortization~~During of the ~~related~~six ~~discount~~months ~~totaled $0 and $31,291 for the quarters~~ ended ~~July,~~October 31, 2018 ~~and 2017~~, ~~respectively.~~the ~~The~~ Company ~~recorded total~~paid ~~interest expense in connection with the Credit Lines in the amount of~~ $10101,~~494~~355 ~~and~~of ~~$5,876~~amounts ~~for the quarters ended July, 31, 2018 and 2017, respectively. Total accrued interest~~ due under the ~~Credit~~Company’s ~~Lines~~credit ~~was~~line ~~$61,111~~promissory notes ~~and~~with ~~$50,617~~its asPresident ~~of July, 31, 2018~~ and ~~April~~ ~~30,~~Chief ~~2018,~~Executive ~~respectively~~Officer.

~~Note~~Notes 6.payable ~~Note~~related ~~Payable~~parties toincludes ~~Bank~~the amounts due under the Credit Lines with a total balance outstanding of ~~Ann~~$781,200 ~~Arbor~~and $882,555 as of October 31, 2018 and April 30, 2018, respectively.

~~During~~Amortization of the ~~quarter~~related ~~ended~~discount ~~July~~totaled ~~31,2018~~$0 ~~the~~and ~~Company paid~~ $647,~~470~~635 ~~under~~for the ~~note~~six ~~payable~~months ~~Ann~~ended ~~Arbor and had a balance outstanding of $52~~October,~~482 and~~ ~~$58,952 as of July~~ 31, 2018 and ~~April 30~~2017, ~~2018,~~ respectively. The Company recorded total interest expense in connection with ~~this note~~the ~~payable~~Credit Lines in the amount of $120,~~475~~336 and $714,~~005~~557 for the ~~quarters~~six months ended October, ~~July~~ 31, 2018 and 2017, respectively. ~~Accrued~~Total accrued interest due under the ~~note~~Credit ~~payable~~Lines ~~totaled~~was $170,~~109~~953 and $~~304~~50,617 as of ~~July~~ October, 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 US, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS

Note 7. ~~Fair~~Note ~~Value~~Payable ~~Measurement~~to Bank of Ann Arbor

~~The~~During the six months ended October 31, 2018 the Company ~~utilizes~~paid $19,589 under the ~~accounting~~note ~~guidance~~payable ~~for~~Ann ~~fair~~Arbor ~~value~~and ~~measurements~~had a balance outstanding of $39,363 and ~~discloses~~$58,952 ~~for~~as ~~all~~of ~~financial~~October ~~assets~~31, 2018 and ~~liabilities~~April ~~that are~~30, ~~recognized~~2018, orrespectively. ~~disclosed~~The atCompany ~~fair~~recorded ~~value~~interest expense in connection with this note payable in the ~~consolidated~~amount ~~financial~~of ~~statements~~$1,914 onand a$11,918 ~~recurring~~for ~~basis~~the ~~during~~six months ended October 31, 2018 and 2017, respectively. Accrued interest due under the ~~reporting~~note ~~period~~payable totaled $0 and $304 as of October 31, 2018 and April 30, 2018, respectively.

~~Financial~~Principal ~~Accounting~~payment ~~Standards~~requirements ~~Board~~on ~~(“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, requires disclosure of~~ the ~~fair~~notes ~~value~~payable ofto ~~financial~~Bank ~~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~~Ann ~~value~~Arbor ~~measurement~~are ~~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.follows:

The three levels of valuation hierarchy are defined as follows:

2019	$	16,859
2020		22,504
Thereafter		-
Total	$	39,363

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.

Note 8. Fair Value Measurement

~~The~~Financial ~~Company~~Accounting ~~held~~Standards ~~certain~~Board (“FASB”) ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value (“FV”) of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that ~~are~~enhances ~~measured~~disclosure atrequirements for ~~fair~~FV ~~value~~measures. onThe carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a ~~recurring~~reasonable ~~basis~~estimate of their FVs 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:

~~Financial instruments~~● ~~measured~~Level at1 ~~fair~~inputs ~~value~~to the valuation methodology are: quoted prices for identical assets or liabilities in active markets.

● ~~Convertible~~Level ~~debt~~2 ~~totaling~~inputs ~~$768,531~~to ~~and~~the $0valuation atmethodology ~~July~~include 31quoted ~~,2018~~prices ~~and~~for ~~April~~similar ~~30,2018,~~assets ~~respectively, with a derivative liability totaling $563,000~~ and $0liabilities atin ~~July~~active 31markets, ~~2018~~quoted ~~and~~prices ~~April~~for ~~30,~~identical ~~2018,~~or ~~respectively,~~similar ~~which~~assets ~~are~~in ~~categorized~~inactive ~~as Level 3. ● Equity investments totaling $754~~markets,~~314~~ and ~~$704,314~~inputs atthat ~~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~~observable asfor ~~Level~~the 3.asset ●or ~~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~~either $0directly ator ~~July 31~~indirectly, ~~2018~~for ~~and~~substantially ~~April~~the ~~30,~~full ~~2018,~~term ~~respectively,~~of ~~which~~the ~~are~~financial ~~categorized as Level 3~~instrument.

~~The related~~● ~~(loss)~~Level ~~gain~~3 oninputs ~~derivatives~~to ~~totaled~~the ~~($284,085)~~valuation ~~and~~methodology ~~$114,628~~us ~~for~~one ~~the~~or ~~quarters~~more ~~ended~~unobservable ~~July~~inputs ~~31,~~which ~~2018~~are ~~and~~significant ~~2017,~~to ~~respectively~~the FV measurement.

~~Note~~The 8.Company ~~Derivative~~analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.

~~During~~The ~~the~~Company ~~quarter~~uses ~~ended~~Level ~~July~~2 ~~31,~~inputs ~~2018~~for ~~the~~its ~~Company~~valuation ~~identified~~methodology ~~conversion~~for ~~features~~its ~~embedded~~derivative ~~within~~liability as its ~~convertible~~FV ~~debt.~~was ~~The~~determined ~~Company~~by ~~determined that~~using the ~~conversion~~binomial pricing ~~feature~~model ofbased ~~the~~on ~~convertible~~various ~~notes~~assumptions ~~represents~~for anconvertible ~~embedded~~debt ~~derivative~~and ~~since~~Black-Scholes ~~the~~model ~~Notes~~based ~~are~~on ~~convertible~~various ~~into~~assumptions ~~a variable~~for ~~number~~the ofwarrants and ~~shares~~equity ~~upon conversion~~investments. The ~~fair~~Company’s ~~value~~derivative ofliability ~~the~~is ~~embedded~~adjusted ~~derivative~~to ~~liabilities~~reflect onFV ~~the~~at ~~convertible~~each ~~notes~~period ~~were~~end, with any increase ~~determined~~or ~~using~~decrease ain ~~multinomial~~the ~~lattice~~FV ~~models~~being onrecorded ~~the~~in ~~issuance~~results ~~dates~~of ~~with~~operations ~~the~~as ~~assumptions~~adjustments into ~~the~~FV ~~table~~of ~~below~~derivatives.

The Company held certain financial instruments that are measured at fair value on a recurring basis as follows:

	●	Convertible debt totaling $798,112 and $0 at October 31, 2018 and April 30, 2018 respectively, with a derivative liability totaling $42,000 and $0 at October 31, 2018 and April 30, 2018, respectively, which are categorized as Level 3.

	●	Equity investments totaling $754,602 and $704,602 at October 31, 2018 and April 30, 2018, respectively, with a derivative liability totaling $1,117,586 and $772,895 at October 31, 2018 and April 30, 2018, respectively, which are categorized as Level 3.

	●	12,000,000 and 0 Common stock warrants at October 31 ,2018 and April 30,2018, respectively, with a derivative liability totaling $15,504 and $0 at October 31, 2018 and April 30, 2018, respectively, which are categorized as Level 3.

ProGreen US, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS

The ~~fair~~related ~~values~~gain aton ~~the~~change ~~commitment~~in ~~dates~~fair ~~and~~value ~~remeasurement~~of ~~dates~~derivatives ~~for~~totaled ~~the~~$182,555 ~~convertible debt~~ and ~~warrants~~$628,925 ~~treated as derivative liabilities are based upon the following estimates and assumptions made by management~~ for the 3six months ended ~~July~~October 31, 2018: and October 31, 2017, respectively.

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

Note 9. Derivative Liabilities

~~The~~During ~~fair~~the ~~value~~six ofmonths ended October 31, 2018 the Company identified conversion features embedded ~~derivative~~within ~~liabilities~~its onconvertible debt. The Company determined that the ~~subscription~~conversion ~~agreements~~feature atof ~~commitment~~the ~~date~~convertible ~~and~~notes ~~remeasurement~~represents ~~date~~an embedded derivative since the Notes are convertible ~~based~~into a variable number of shares upon conversion. The fair value of the ~~following~~embedded ~~estimates~~derivative ~~and~~liabilities ~~assumptions~~on ~~made~~the byconvertible ~~management~~notes were ~~for~~determined using a multinomial lattice models on the 3issuance ~~months~~dates ~~ended~~with ~~July~~the ~~31,~~assumptions ~~2018:~~in the table below.

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 fair values at the commitment dates and re-measurement dates for the convertible debt and warrants treated as derivative liabilities are based upon the following estimates and assumptions made by management for the 6 months ended October 31, 2018:

The fair value of the Company’s derivative liabilities at July 31, 2018 is as follows:

Stock Price	$	.0019 - $.0155
Exercise Price	$	.001 - $.0574
Risk Free Rate		2.20% - 12.00	%
Volatility		0% - 370	%
Term (Years)		(.08) - .55

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 of the embedded derivative liabilities on the subscription agreements at commitment date and re-measurement date are based upon the following estimates and assumptions made by management for the 6 months ended October 31, 2018:

Stock Price	$	0.00
Exercise Price	$	.02 - $.05
Risk Free Rate		2.90% - 3.00	%
Volatility		155.60% - 211.90	%
Term (Years)		2.64 - 4.50

~~Note~~The 9.fair ~~Financing~~value ~~Agreement~~of ~~and~~the ~~Convertible~~Company’s ~~Debentures~~derivative liabilities at October 31, 2018 is as follows:

During the quarter ended July 31, 2018 the Company issued three unsecured convertible notes payable in a total amount of $467,707 in cash, with original issue discounts and debt issuance costs totaling $30,878, interest rates of 12% per annum and due dates ranging from November 22, 2018 to June 14, 2019. The Holders shall have the right, in their sole and absolute discretion, at various dates to convert all or any part of the outstanding amount due under the Notes into fully paid and nonassessable shares of Common Stock. The conversion prices range from 55% to 65% multiplied by the average of the two lowest trading prices of the common stock during the 20 trading day period on two convertible notes and 15 trading day period on one convertible note, 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.

April 30, 2018- Balance	$	772,895
Discount on debt		780,000
Reclass to equity due to tainting		320,890
Reclass to equity due to conversions		(516,140	)
Fair Value mark to market adjustment		(182,555	)
	$	1,175,090

Note 10. Financing Agreement and Convertible Debentures

During the six months ended October 31, 2018 the Company issued three unsecured convertible notes payable in a total amount of $467,707 in cash, with original issue discounts and debt issuance costs totaling $30,878, interest rates of 12% per annum and due dates ranging from November 22, 2018 to June 14, 2019. The Holders shall have the right, in their sole and absolute discretion, at various dates to convert all or any part of the outstanding amount due under the Notes into fully paid and non-assessable shares of Common Stock. The conversion prices range from 55% to 65% multiplied by the average of the two lowest trading prices of the common stock during the 20 trading day period on two convertible notes and 15 trading day period on one convertible note, 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.

ProGreen US, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS

During the ~~quarter~~six months ended ~~July~~October 31, 2018 the Company made cash payments totaling $51,500 and noncash payments totaling $61546,~~680~~906 (along with $56,829 accrued interest) in the form of conversions to 8315,~~025~~481,~~383~~316 shares of the Company’s common stock under the terms of its convertible notes.

During the ~~quarter~~six months ended ~~July~~October 31, 2018 the Company entered into an agreement 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~~Company recognized $33,240 for loss on the settlement of liabilities.

~~The~~During the six months ended October 31, 2018 the Company paid $5,000 to the Auctus fund to amend certain terms of their convertible note issued on November 29, 2017. This amount was included in interest expense.

The balance of the convertible notes, net of discounts was $1698,~~019,191~~803 and $839,247 at ~~July~~October 31, 2018 and April 30, 2018, respectively. Amortization of debt discount was $~~390~~744,~~970~~251 and $559,554 for the 3six months ended ~~July~~October, 31, 2018 and 2017, respectively.

~~Note~~The 10Company recorded total interest expense in connection with the convertible debentures in the amount of $101,442 and $43,926 for the six months ended October, 31, 2018 and 2017, respectively. ~~Subscription~~Total ~~Agreements~~accrued interest due under the convertible debentures was $72,146 and $144,388 as of October, 31, 2018 and April 30, 2018, respectively

During the quarter ended July 31, 2018 the Company entered into a Subscription Agreement with Tangiers Global, LLC for the sale by the Company to Tangiers Global LLC an aggregate of 2,117,747 shares of the Company’s Common Stock, with a cash investment in the amount of $50,000, at a price of $0.02361 per share. See Note 13.

Note 11. Equity

During the quarter ended July 31, 2018 the Company issued 8,425,383 shares of Common Stock, to settle conversions of $61,680 of principal amounts of convertible notes and to amend and restate an existing note.

During the 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.

As of July 31, 2018, the total accrued dividend for the Series B Preferred stock was $132,477.

Note 12. Warrants

For 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:

	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

Note 13. Subsequent Events

Subsequent to July 31, 2018, convertible debt in the amount of $241,000 plus accrued interest totaling $8,760 were converted into 77,345,566 shares of the Company’s common stock.

Effective August 31, 2018 the Company terminated its May 30, 2018 financing commitment agreement with Global Capital Partners Fund Limited.

Note 11. Subscription Agreements

During the six months ended October 31, 2018 the Company entered into a Subscription Agreement with Tangiers Global, LLC for the sale by the Company to Tangiers Global LLC an aggregate of 2,117,747 shares of the Company’s Common Stock, with a cash investment in the amount of $50,000, at a price of $0.02361 per share.

Note 12. Equity

During the six months ended October 31, 2018 the Company issued 315,881,316 shares of Common Stock, to settle conversions of $603,731 of principal and interest of convertible notes and to amend and restate an existing note.

During the six months ended October 31, 2018 the Company issued in total 2,117,747 shares of Common Stock for in cash in the amount of $50,000.

As of October 31, 2018, the total accrued dividend for the Series B Preferred stock was $156,375.

As of October 31, 2018 and April 30, 2018, amounts accrued for the true up feature of equity investments was $564,672 and $0, respectively. This amount was included in accounts payable and accrued liabilities in the condensed consolidated balance sheet and recorded as part of interest expense in the condensed consolidated statement of operations as of October 31, 2018.

ProGreen US, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS

Note 13. Warrants

For the six months ended October 31, 2018, 750,000 warrants were issued, and none were exercised or forfeited. The 750,000 warrants were fair valued for $20,100 and recorded as professional fees on the face of income statement. The Company’s outstanding and exercisable warrants as of October 31, 2018 are presented below:

	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
Warants Granted		750,000
Warrants Foreited
Warants Exercised
Warrants Outstanding as of October 30, 2018		15,750,000	$	0.03		3.21
Warrants Exercisable as of October 30, 2019		14,750,000	$	0.04		3.21	$	-

Note 14. Subsequent Events

Subsequent to October 31, 2018, convertible debt in the amount of $127,516 plus accrued interest totaling $71,824 were converted into 376,296,705 shares of the Company’s common stock.

On November 12, 2018, the Company entered into a Business Loan in the principal amount of $100,000, with an interest rate of 28% per annum requiring 102 payments of $1,242.72 daily. In addition, there was an origination fee of $2,000.

On December 14, 2018, the Company entered into a Merchant Agreement in the principal amount of $150,000, with an interest rate of 39% per annum requiring 120 payments of $1,737.50 daily. In addition, there was an banking fee of $7,500.

On December 5, 2018, the Company amended (the “Amendment”) the December 31, 2017 7% promissory note in the principal amount of $1,427,262, payable to American Residential Fastigheter AB (“AMREFA”), issued by the Company in redemption of 8,534,625 shares of Series B Convertible Preferred Stock held by AMREFA. The Series B Stock has not been assigned by AMREFA to the Company for cancellation and AMREFA is the registered owner of the Series B Stock. As AMREFA had not assigned the Preferred Series B Stock for cancellation and the Preferred Series B stock remained outstanding as of October 31, 2018 and April 30, 2018, the note was not considered outstanding. Under the Amendment, the Company and AMREFA have agreed; i) to cancel the Series B Stock in redemption of the Series B Stock; ii) to waive all defaults under the Original Note, iii)the principal amount of the Original Note and related interest are due and payable on June 30, 2019 and iv) the Company shall provide for payment to AMREFA of all amounts due under the Original Note, as amended, from the proceeds of the Company’s Bridge Financing currently in progress.

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 in 2017, 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~~ condominium unit on July 28, 2009 initiated our real estate development operations directed at purchasing income-producing residential ~~real~~ 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~~We ~~all~~have ~~lease~~sold ~~agreements~~all properties in ~~Oakland County,~~ Michigan, ~~have~~but ~~expired~~still ~~and~~have ~~rentals~~outstanding ~~are~~payments ondue afrom ~~month-to-month~~five ~~basis~~properties, as the ~~strategy~~properties ofwere ~~the~~sold ~~Company~~on island tocontracts, ~~sell the current real estate portfolio in Michigan~~ and now 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 has begun delivering ~~chilies~~chili ~~pepper~~peppers to Huy Fong Foods, Inc. an importer to the U.S. market under a produce purchase agreement for chili peppers.

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.11

The transfer of deed for the 5,000-acre oceanfront property to Procon was completed on March 15, 2017, and a Master Plan has been 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 was presented to the authorities for approval, during the summer and is expected to be approved shortly.

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~~were ~~terminated~~terminating 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 $1699,~~292,~~000 (unamortized discounts total approximately $~~273~~99,000) in the aggregate of convertible debt outstanding, in the form of convertible notes ranging in size from $332,~~000~~400 to $~~306~~236,~~804~~085. $~~306~~139,~~804~~738 of these notes are past due and, although we we are in technical default, the lender has not sent us notice of default. Certain of the lenders are exercising their rights to 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 ~~July~~October 31, 2018 Compared to Three Months Ended ~~July~~October 31, 2017

During the three months ended ~~July~~October 31, 2018, we incurred a net loss of approximately $1558,~~113,~~000 compared to a net loss of approximately $~~132~~326,000 for the three months ended ~~July~~October 31, 2017. Revenue ~~decreased~~increased approximately $5536,000 in the three months ended ~~July~~ October 31, 2018 compared to the three months ended ~~July~~October 31, 2017.

Rental revenue decreased to $0 as compared to approximately $1615,000 during the three months ended ~~July~~October 31, 2017. The Company received rental income from no properties during the three months ended ~~July~~October 31, 2018 as compared to ~~seven~~five in the comparable prior period. All remaining rental properties were sold in fiscal 2018. Management fee revenue increased to approximately $51,000 as compared to $0 during the three months ended October 31, 2017. The Company received management fees, for billing services, from outside producers on sales of the producers’ chili peppers.

~~Proceeds~~Selling, ~~from~~general ~~the~~& ~~sale~~administrative ~~of properties~~ decreased to approximately $073,000 as compared to approximately $~~231~~83,000 during the three months ended October ~~July~~ 31, 2017, ~~and~~mainly ~~the~~due ~~corresponding cost~~to ofthe ~~properties~~following: ~~sold~~Expenses ~~decreased~~relating to $0the asrental ~~compared~~properties todecreased approximately $~~178~~31,000 inas compared to the three months ended ~~July~~October 31, 2017, ~~resulting in~~because aall ~~net~~properties ~~loss~~were ~~from~~sold ~~sale~~in offiscal ~~properties~~2018. ofSalary expense decreased approximately $014,000 ~~during~~as compared to the three months ended ~~July~~October 31, 2017 because the Company’s President no longer receives a salary. During the three months ended October 31, 2018, asthe ~~compared~~Company torecorded a ~~net~~bad ~~gain~~debt recovery of approximately $3,000 due to payments received on certain land contracts. These decreases were offset by increases in expenses as follows: Expenses relating to the Cielo Mar office in Ensenada and the move to San Diego increased approximately $4010,000 ~~during~~as compared to the three months ended ~~July~~ October 31, 2017. ~~The~~Taxes ~~Company~~increased ~~sold~~approximately no$13,000 ~~properties~~as incompared to the three months ended ~~July~~October 31, ~~2018~~2017 asdue to Michigan taxes and ~~compared~~California Franchise taxes. Expenses relating to ~~four~~Procon inincreased approximately $15,000 as compared to the ~~comparable~~three ~~prior~~months ~~period~~ended October 31, 2017.

11Professional fees decreased approximately $645 for the three months ended October 31, 2018 as compared to the comparable prior period mainly due to an increase in financial consulting, valuation services fees and Procon architecture fees, partially offset by a decrease in audit, accounting and legal fees.

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:12

Six months Ended October 31, 2018 Compared to Six Months Ended October 31, 2017

During the six months ended October 31, 2018, we incurred a net loss of approximately $1,703,000 compared to a net loss of approximately $469,000 for the six months ended October 31, 2017. Revenue decreased approximately $20,000 in the six months ended October 31, 2018 compared to the six months ended October 31, 2017.

Rental revenue decreased to $0 as compared to approximately $31,000 during the six months ended October 31, 2017. The Company received rental income from no properties during the six months ended October 31, 2018 as compared to five in the comparable prior period. All remaining rental properties were sold in fiscal 2018. Net gain on sale of properties decreased to $0 as compared to approximately $40,000 during the six months ended October 31, 2017. The Company sold no properties in the six months ended October 31, 2018 as compared to four in the comparable prior period. Management fee revenue increased to approximately $51,000 as compared to $0 during the six months ended October 31, 2017 due to management fees, for billing services, from outside producers on sales of the outside producers’ chili peppers received by the Company.

There have been fluctuations in certain expenses in the six months ended October 31, 2018, as compared to the six months ended October 31, 2017. In the six months ended October 31, 2018, selling, general and administrative expenses increased approximately $33,000 as compared to the comparable prior period mainly due to the following changes:

There were increases in certain expenses:

Funding fees expense increased by approximately $75,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period due to the Company’s payment of a nonrefundable fee in connection with a terminated financing commitment agreement.

~~Bank~~Housing ~~charges~~allowance expense increased by approximately $23,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period due to anincreased ~~increase~~rent in ~~wire~~San ~~transfer fees in the current period.~~Diego

~~Dues~~Miscellaneous ~~and~~expense ~~subscriptions~~ increased by approximately $315,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period due to ~~fees~~Procon’s ~~paid to the San Diego Chamber of commerce in the current period~~activity.

~~Investor~~Fees ~~relations~~related ~~expense~~to the firm which disseminates the Company's press release increased by approximately $45,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period due ~~news~~to ~~wire~~an ~~access~~increase ~~fees~~in ~~and~~newswire fees ~~charged for XBRL formatting services~~.

Other taxes expense increased by approximately $1325,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period due ~~Michigan~~to ~~taxes~~value ~~and~~added ~~California franchise~~ taxes ~~in the amount of approximately $3,000 and taxes~~ relating to Procon’s ~~operations~~ ~~of approximately $10,000~~operations.

~~Wage~~Office ~~related~~rent ~~expenses~~expense increased by approximately $211,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period due to ~~adjustments to salaries and payroll taxes in~~ the ~~prior~~Company’s ~~comparable~~leases ~~quarter. No wages were paid~~ in ~~the~~San ~~current~~Diego ~~quarter however~~and ~~housing allowance decreased approximately $1,000~~ in ~~the current period~~Ensenada.

~~Office~~Fees ~~rent~~and licensing expense increased by approximately $23,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable ~~prior~~ prior period due tocosts ~~the~~incurred ~~Company’s~~for ~~lease in San Diego and~~ the ~~remaining~~Cielo ~~lease~~Mar ~~payments~~development ~~due~~projects ~~under~~in ~~the~~Baja ~~Michigan office lease~~California.

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 Closing costs decreased by approximately $32,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period due to the selling of no properties in the current period as compared to four properties in the prior comparable period

Rental property costs and depreciation decreased approximately $1243,000 for the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period as a result of a reduction in costs incurred in connection with the rental properties the Company acquired from ARG due to the sale of all remaining rental properties in fiscal 2018.

Travel expense decreased approximately $3,000 during the three months ended July 31, 2018 as compared to the comparable prior period due to moving the Company’s primary operations to Baja California, Mexico and the President’s move to Mexico resulting in reduced travel needs.13

~~Miscellaneous~~Wage ~~office~~related ~~costs~~expenses decreased by approximately $7,000 during the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable ~~prior~~ prior period due ~~budgetary~~to ~~constraints~~adjustments to salaries and ~~closing~~payroll oftaxes ~~Michigan~~in ~~office~~the prior comparable quarter. No wages were paid in the current quarter.

12Travel expense decreased approximately $4,000 during the six months ended October 31, 2018 as compared to the comparable prior period due to moving the Company’s primary operations to Baja California, Mexico and the President’s move to Mexico resulting in reduced travel needs.

~~Bad~~Miscellaneous ~~debt~~office ~~recovery~~costs ~~increased~~decreased ~~from~~by ~~$0 for the three month period ended July 31, 2017 to~~ approximately $78,000 induring the ~~current~~six ~~three~~months ~~month period~~ ended ~~July~~October 31, 2018 as ~~the~~compared ~~Company~~to ~~received~~the ~~payments~~comparable ~~from~~prior period ~~past~~ due ~~tenants~~budgetary ~~and~~constraints, ~~collected~~reduced ~~amounts~~Ensenada onexpenses ~~three~~and ~~previously~~closing ~~written off~~of ~~land~~Michigan ~~contract receivables~~office.

~~Professional~~Bad ~~fees~~debt recovery increased ~~approximately~~from $~~76,000~~0 for the ~~three~~six ~~months~~month period ended ~~July~~October 31, ~~2018~~2017 asto ~~compared~~approximately to$10,000 in the ~~comparable~~current ~~prior~~six month period ~~mainly due~~ended toOctober an31, ~~increase~~2018 inas ~~accounting,~~the ~~financial~~Company ~~consulting,~~received ~~valuation~~payments ~~services~~from ~~fees,~~past ~~legal~~due ~~fees~~tenants and ~~compliance~~collected ~~fees~~amounts on six previously written off land contract receivables.

~~Interest~~Professional ~~expense,~~fees ~~net~~ increased approximately $~~440~~75,000 for the ~~three~~six months ended ~~July~~October 31, 2018 as compared to the comparable prior period ~~mainly~~ mainly due to ~~the~~an increase in ~~amortization~~financial ~~of debt discounts~~consulting, ~~prepayment~~valuation ~~penalties~~services fees and ~~interest~~Procon ~~recognized~~architecture infees, ~~connection~~partially ~~with convertible~~offset ~~notes~~by a decrease in ~~the~~audit, ~~current~~accounting ~~quarter~~and oflegal ~~fiscal 2019 as compared to the comparable prior three month period~~fees.

~~Loss~~Interest ~~on settlement of liabilities~~expense, ~~common~~net ~~stock~~increased ~~decreased to~~ approximately $33670,000 for the ~~three~~six months ended ~~July~~October 31, 2018 as compared to ~~$45,000 for~~ the comparable prior period mainly due to athe ~~forbearance~~increase ~~payment~~in ~~and~~amortization ~~issuance~~ of ~~common~~debt ~~stock~~discounts, ~~relating~~prepayment topenalties aand ~~convertible note~~interest ~~payable~~recognized in ~~the~~connection ~~current~~with convertible ~~quarter~~notes ~~and~~in the ~~partial~~current ~~payoff~~six ofmonth aperiod ~~convertible~~as ~~note~~compared ~~payable~~to ~~and issuance of common stock under make whole provision in~~ the comparable prior ~~comparable~~six ~~quarter~~month period.

~~Derivatives~~Loss ~~gain~~on ~~decreased~~settlement toof aliabilities, ~~loss~~common ofstock increased to approximately $~~284~~33,000 for the ~~three~~six months ended ~~July~~October 31, 2018 as compared to ~~a derivatives gain of~~ $~~115~~45,000 for the comparable prior period due to ~~the~~a ~~fair~~forbearance ~~value~~payment ~~adjustments~~and issuance of common stock relating to a convertible note payable in ~~connection~~the ~~with~~current quarter and the partial payoff of a convertible ~~notes~~note payable and issuance of common stock under ~~warrants~~make whole provision in the ~~current~~prior ~~three~~comparable ~~month period~~quarter.

Derivatives gain decreased approximately $446,000 to approximately $183,000 for the six months ended October 31, 2018 as compared to a derivatives gain of $629,000 for the comparable prior period due to the fair value adjustments in connection with the convertible notes and common stock warrants in the current six month period.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2018, we had total assets of approximately $1,951,000 compared to total assets of approximately $21,~~126~~927,000 at ~~July~~ October 31, 2018. The ~~increase~~decrease in total assets was primarily due to:

Property increased $160,000 due to Company’s acquisition of agricultural land under the terms of a definitive purchase agreement, the Company recorded agricultural land at cost in the amount of $160,000 ~~and Note Receivable- Related Party increased $140,000 as a result of the Company’s additional loan to Contel~~.

~~These~~Accounts ~~increases~~receivable inincreased ~~assets were partially offset by decreases in: cash of~~ approximately $8859,000 ~~and~~as ~~other~~a ~~assets~~result ~~decreased~~of ~~approximately $37,000~~amounts ~~mainly~~ due to athe ~~decrease~~Company infor ~~Procon’s~~chili ~~other~~pepper ~~assets of approximately $41,000 offset by an increase in Procon’s prepaid expenses of approximately $4,000~~sales.

~~Cash~~Other ~~decreased~~assets toincreased approximately $1813,000 ~~for~~mainly ~~the~~due ~~period~~to ~~ended~~an ~~July~~in ~~31,~~decrease ~~2018,~~in ~~compared~~Procon’s toother ~~cash~~asset of approximately $~~106~~35,000 atoffset by ~~April~~an ~~30,~~increase ~~2018. Cash used~~ in ~~operating~~Procon’s ~~activities~~prepaid ~~was~~expenses of approximately $~~243~~15,000 ~~for~~and ~~the~~funding ~~period~~fees ~~ended July 31, 2018, as compared with cash used in operating activities~~ of ~~approximately~~ $~~182~~33,000 ~~in the comparable period in fiscal 2017~~.

AtThese ~~July~~increases ~~31,~~in ~~2018,~~assets wewere ~~had~~partially ~~stockholders’~~offset ~~deficit~~by decreases in: cash of approximately $283,~~849~~000 and Note Receivable- Related Party decreased approximately $173,000 ~~compared~~as a result of the Company’s additional loan to aContel ~~deficit~~in the amount of approximately $1476,~~531,~~000 partially atoffset ~~April~~by ~~30,~~repayments ~~2018~~made in connection with the cost of chili peppers the amount of approximately $649,000.

~~Credit Lines~~14

~~The~~Cash ~~Company~~decreased ~~has~~to ~~credit~~approximately ~~line~~$23,000 ~~promissory~~for ~~notes~~the ~~with~~period ~~its~~ended ~~President~~October ~~and~~31, ~~Chief~~2018, ~~Executive~~compared ~~Officer~~to ~~Lines~~cash ~~with~~of a$106,000 ~~total~~at ~~balance~~April ~~outstanding~~30, 2018. Cash ofused in operating activities was approximately $~~840~~581,~~555~~000 asfor ofthe ~~July~~period ended October 31, 2018, as compared with cash used in operating activities of approximately $494,000 in the comparable period in fiscal 2017.

At October 31, 2018, we had stockholders’ deficit of approximately $2,396,000 compared to a deficit of approximately $1,531,000 at April 30, 2018.

Trends in Increasing or Decreasing Company’s liquidity

The Company’s liquidity risk is principally associated with the financing of the Company’s operations with short-term convertible debt.

Should the Company be unable to repay the convertible notes and/or the convertible note holder are unable to convert the note into common shares, a default may be declared, causing an adverse change in our liquidity position.

The Company’s wholly owned subsidiary Progreen Farms LLC (“Progreen Farms”) entered an agreement with an outside party (the “Purchaser”) to delivery 2,500 tons of chili peppers at .24 cents a pound. The Company was notified the Purchaser has located another source of product and would not need product from Progreen Farms for 2019. Purchaser was the only vendor of Progreen Farms and the loss of revenues and cash flow will have an adverse affect on the Company’s liquidity.

If the Company is unable to acquire additional funding, our ability to finance current operations, fund loans to Contel and/or continue development of the Cielomar project would be adversely affected.

Known Trends Or Uncertainties That Would Be Projected To Affect The Company’s Operations Materially In An Unfavorable Or Favorable Manner

The Company charges 10% of invoice amounts to producers, other than Contel, for billing services which is recorded as a management fee. During the six months ended October 31, 2018 management fees totaled $51,284.

During the six months ended October 31, 2018, the Purchaser notified the Company that it has located another source of chili peppers for 2019 and would not need produce from Progreen Farms.

Outstanding Debt Obligations and Credit Lines

The Company has credit line promissory notes with its President and Chief Executive Officer Lines with a total balance outstanding of $781,200 as of October 31, 2018.

Convertible Note Financings

We have approximately $1699,~~292,~~000 (unamortized discounts total approximately $~~273~~99,000) in the aggregate of convertible debt outstanding, in the form of convertible notes.

1315

Capital Lease and other Contractual Obligations

Effective April 1, 2016, the Company entered into a lease agreement for office space for a period of thirty-six (36) months for its Michigan office. The monthly lease payments for the period April 1, 2016 through March 1, 2017 total $872, for the period April 1, 2017 through March 1, 2018 total $903 and the period April 1, 2018 through March 1, 2019 total $934.

On May 30, 2017, the Company lease our offices at 2667 Camino del Rio South, Suite 312, San Diego, CA 92108, of approximately 740 sq. ft., at a current monthly rent of $1,250, under a month-to-month lease.

On May 16, 2017, ProCon leased an office in Ensenada, Mexico of approximately 3,300 Sq. Ft, at a current monthly rent of $30,000 pesos per month, the rent will increase to $40,000 peso per month on May 16, 2018. The lease commenced on May 16, 2017 and will expire on May 15, 2020.

Commitments For Estimated Capital Expenditure Requirements

The Company does not have any commitments for estimated capital expenditure requirements.

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, 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, 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.

1416

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~~October 31, 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.~~None

Date

Title and Amount (1)

Purchaser

Principal Underwriter

Total Offering Price/ Underwriting Discounts

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

(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.

ITEM 6.		EXHIBITS.

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

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

*	Filed herewith
**	Furnished herewith

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

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

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

1617

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: September 19, 2018	BY:	/s/ Jan Telander
Dated: December 26, 2018	BY:	/s/ Jan Telander
		Jan Telander
		President and Chief Executive Officer

1718

EXHIBIT INDEX

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

1819

Filing Compare · Progreen US, Inc.