I installed Vs 2010 Express in my PC, and created a poject named myproject with .net 4.0, it works well in Vs 2010 Express.
Now I installed Vs 2012 Express in my
Check the directory that contains the solution file for an UpgradeLog.htm file. It will probably show what's wrong. In my case I tried to open an ASP.NET project, but the Web Developer Tools were not installed.
The Web Developer Tools can be installed afterwards by going to the Control Panel and to modify your existing Visual Studio installation. After adding Web Developer Tools the project opened without issues.