UNR HOLDINGS INC - FORM 10-Q/A

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - UNR HOLDINGS INC	exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - UNR HOLDINGS INC	exhibit31-1.htm
EX-32.2 - EXHIBIT 32.2 - UNR HOLDINGS INC	exhibit32-2.htm
EX-31.2 - EXHIBIT 31.2 - UNR HOLDINGS INC	exhibit31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

Form 10-Q /A

(Amendment No. 1)

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

For the quarterly period ended June 30, 2010

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

For the transition period from ______________ to _______________

Commission file number 000-23712

UNR HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado		02-0755762
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

301 East Pine Street, Suite 150, Orlando, FL		32801
(Address of principal executive offices)		(Zip Code)

(407) 210-6541

(Registrant's Telephone Number, Including Area Code)

____________________________

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (Check One):

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

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

The number of shares outstanding of the issuer's common stock, $0.001 par value per share, was 24,464,799 as of August 20, 2010.

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UNR HOLDINGS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements	1

	Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 (Unaudited)	2

	Consolidated Statements of Operations for the Six and Three Months Ended June 30, 2010 and 2009 (Unaudited)	3

	Consolidated Statements of Comprehensive Income for the Six Months Ended June 30, 2010 and 2009 (Unaudited)	4

	Consolidated Statement of Equity for the Six Months Ended June 30, 2010 (Unaudited)	5

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 (Unaudited)	6

	Notes to the Unaudited Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II.	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28

Item 1.A.	Risk Factors	29

Item 6.	Exhibits	30

Signatures		31

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EXPLANATORY NOTE

UNR Holdings, Inc. (formerly known as Promotora Valle Hermoso, Inc. and referred to in this report as "we" or the "Company") is filing this Amendment No. I (this "Amendment") to its Quarterly Report on Form 10-Q for the six and three month periods ended June 30, 2010 and 2009, filed August 20, 2010 (the "2010 Second Quarter Report"). We have previously filed an Amendment No. 1 to our quarterly report on Form 10-Q for the three month periods ended March 31, 2010 and 2009, as a result of the review of the Company's financial statements included in our 2009 Annual Report on Form 10-K, filed April 15, 2010 (the "2009 Form 10-K"), by the Securities and Exchange Commission (the "Commission"). We filed on May 4, 2011, an Amendment No. 3 to the 2009 Form 10-K (the "2009 Amended Form 10-K") in response to the Commission's review.

The Company's unaudited consolidated frnancial statements included in the 2010 Second Quarter Report for the six and three month periods ended June 30 and March 31, 2010 (the "Second Quarter 2010 Financial Statements") are being amended in this Amendment to set forth information as to certain related party transactions disclosed in the financial statements included in the 2009 Amended Form 10-K .

This Amendment amends the Second Quarter 2010 Financial Statements solely to reflect certain changes as to related party transactions disclosed in the 2009 Amended Form 10-K financial statements, as set forth the above. The other items of the 2010 Second Quarter Report are being reproduced as part of this Amendment solely for the convenience of the reader and the content set forth in such sections is as of the original filing date of the 2010 Second Quarter Report, August 20, 2010. Any forward-looking statements included in this Amendment for the fiscal year ended December 31, 2010, represent management's view as of the original filing date of the 2010 Second Quarter Report as explained above.

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PART I — FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED 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 consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). The following unaudited consolidated financial statements should be read in conjunction with the year-end restated consolidated financial statements and notes thereto included in the Form 10-K/A for the year ended December 31, 2009 filed by UNR Holdings, Inc. with the Commission.

The results of operations for the six and three months ended June 30, 2010 and 2009 are not necessarily indicative of the results for the entire fiscal year or for any other period. See also Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cautionary Statement Regarding Forward-Looking Statements” included in this Quarterly Report on Form 10-Q.

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UNR HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 30,		December 31,
	2010		2009
ASSETS

Cash and cash equivalents	$	38,976,476	$	20,090,671
Inventories		87,932,389		70,266,780
Trade and other receivables, net		69,239,547		63,529,308
Property, plant and equipment - net		1,133,952		987,547
Other assets		1,247,524		161,131

TOTAL ASSETS	$	198,529,888	$	155,035,437


LIABILITIES AND EQUITY

Short-term debt	$	50,504	$	3,356,923
Accounts payable and accrued expenses		77,492,420		58,161,906
Advances from customers		57,188,201		41,486,476
Deferred income tax liabilities		13,688,830		10,333,416

TOTAL LIABILITIES		148,419,955		113,338,721

Commitments and Contingencies		-		-

Equity:
UNR Holdings, Inc. and Subsidiary Stockholders’ Equity:
Common stock, $0.001 par value; authorized 500,000,000 shares; outstanding 24,464,799 and 24,464,799 shares at June 30, 2010 and December 31, 2009, respectively		24,465		24,465
Additional paid-in capital		99,579		99,579
Retained earnings		35,210,817		29,031,864
Accumulated other comprehensive loss		(1,777,602)		(1,188,279)
Total UNR Holdings, Inc. and Subsidiary Stockholders' Equity		33,557,259		27,967,629

Noncontrolling interest		16,552,674		13,729,087
Total Equity		50,109,933		41,696,716

TOTAL LIABILITIES AND EQUITY	$	198,529,888	$	155,035,437

See notes to unaudited consolidated financial statements.

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UNR HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

	For the Six Months				For the Three Months
	Ended June 30,				Ended June 30,
	2010		2009		2010		2009

Revenues:
Sales and other operating revenues	$	39,491,361	$	16,135,149	$	19,941,879	$	4,764,664

Costs and expenses:
Cost of sales		28,313,107		8,711,071		13,754,978		2,833,781
Selling, general and administrative expenses		1,598,445		1,448,575		818,452		724,977
		29,911,552		10,159,646		14,573,430		3,558,758

Income from operations		9,579,809		5,975,503		5,368,449		1,205,906
Other income (expense):
Foreign currency transaction gain (loss)		-		21,351		-		(29,448	)
Other income (principally rental income)		2,063,806		919,351		1,022,681		497,590
		2,063,806		940,586		1,022,681		468,142

Income before provision for income taxes		11,643,615		6,916,089		6,391,130		1,674,048

Provision for income taxes		2,348,574		1,429,427		1,289,762		313,974

Net income		9,295,041		5,486,662		5,101,368		1,360,074

Less: Net income attributable to the noncontrolling interest		3,116,088		1,809,990		1,709,597		441,201

Net income attributable to UNR Holdings, Inc. and Subsidiary	$	6,178,953	$	3,676,672	$	3,391,771	$	918,873

Earnings per share - basic and diluted:
Earnings per share of common stock attributable to UNR Holdings, and Subsidiary common shareholders	$	0.25	$	0.15	$	0.14	$	0.04

Weighted average shares of common stock outstanding - basic and diluted		24,464,799	$	24,464,799		24,464,799		24,464,799

See notes to unaudited consolidated financial statements.

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UNR HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)


	For the Six Months
	Ended June 30,
	2010		2009

Net earnings	$	9,295,041	$	5,486,662

Other comprehensive income (loss) - net of tax:
Currency translation adjustment		(881,824)		(1,189,777)

Comprehensive income		8,413,217		4,296,885

Comprehensive income attributable to noncontrolling interest		2,823,587		1,415,341

Comprehensive income attributable to UNR Holdings, Inc. and Subsidiary	$	5,589,630	$	2,881,544

See notes to unaudited consolidated financial statements.

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UNR HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)

													Accumulated Other Comprehensive Income (Loss)
			Comprehensive Income		Common Stock				Paid-In Capital		Retained Earnings				Noncontrolling Interests
	TOTAL		Comprehensive Income		No of shares		Amount		Paid-In Capital		Retained Earnings				Noncontrolling Interests

Balance, January 1, 2009	$	22,073,811				24,464,799	$	24,465	$	99,579	$	17,195,878	$	(2,510,747)	$	7,264,636

Net income		17,644,051	$	17,644,051						-		11,835,986		-		5,808,065

Currency translation adjustment		1,978,854		1,978,854						-				1,322,468		656,386

Comprehensive income			$	19,622,905

Balance, December 31, 2009		41,696,716				24,464,799		24,465		99,579		29,031,864		(1,188,279)		13,729,087

Net income		9,295,041	$	9,295,041						-		6,178,953		-		3,116,088

Currency translation adjustment		(881,824)		(881,824)						-				(589,323)		(292,501)

Comprehensive income			$	8,413,217

Balance, June 30, 2010	$	50,109,933				24,464,799	$	24,465	$	99,579	$	35,210,817	$	(1,777,602)	$	16,552,674

See notes to unaudited consolidated financial statements.

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UNR HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
	For the Six Months
	Ended June 30,
	2010		2009

Cash flows from operating activities:
Net earnings	$	9,295,041	$	5,486,662

Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation		26,712		19,658
Gain on sale of property, plant and equipment		-		65,230
Deferred income taxes		3,302,505		2,977,890
Change in operating assets and liabilities		11,005,902		(12,566,267)
Net cash provided by (used in) operating activities		23,629,620		(4,016,827)

Cash flows from investing activities:
Purchase of property, plant and equipment		(179,753)		(107,340)
Purchase of marketable securities		(1,091,315)		-
Net cash provided by (used in) investing activities		(1,271,068)		(107,340)

Cash flows from financing activities:
Proceeds from borrowings		-		11,185,539
Repayment of loans		(3,306,419)		(17,980,153)
Net cash provided by (used in) financing activities		(3,306,419)		(6,794,614)

Effect of exchange rate changes on cash		(166,328)		(329,405)

Net increase (decrease) in cash		18,885,805		(11,248,186)

Cash - beginning of period		20,090,671		16,340,669

Cash - end of period	$	38,976,476	$	5,092,483

Changes in operating assets and liabilities consist of:
(Increase) in accounts receivable	$	(5,780,785)	$	(641,473)
(Increase) decrease in inventories		(18,071,248)		134,306
Increase (decrease) in customer advances		15,463,631		(12,261,797)
Increase (decrease) in accounts payable and other liabilities		19,394,304		202,697
	$	11,005,902	$	(12,566,267)

See notes to unaudited consolidated financial statements.

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UNR HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(Unaudited)

	For the Six Months
	Ended June 30,
		2010	2009
Supplementary Information:
Cash paid during the period for
Interest		$49,549		$673,218
Income taxes		$36,428		$4,866

See notes to unaudited consolidated financial statements.

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UNR HOLDINGS, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

June 30, 2010

The consolidated balance sheet as of June 30, 2010 and the consolidated statements of operations, stockholders' equity and cash flows for the periods presented have been prepared by UNR Holdings, Inc. (the “Company” or “UNR”) and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders’ equity and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of December 31, 2009 was derived from audited financial statements of the Company.

Note 1: Organization

UNR Holdings, Inc. and subsidiary (formerly Promotora Valle Hermoso, Inc. and subsidiary (“Promotora”)) operates its business through its majority-owned subsidiary, Open Joint Stock Company 494 UNR, a company organized and existing under the laws of the Russian Federation (“494 UNR” and together with UNR Holdings, Inc., “UNR Holdings” or the “Company”). 494 UNR is a construction contractor operating in the Russian Federation. The Company develops and constructs multi-functional, multi-apartment residential complexes and commercial centers in high density and urban areas, principally in the city of Moscow, as well as in suburban communities in the vicinity of Moscow. In addition to developing construction projects, presently the Company’s principal business activity, the Company supplies its proprietary road base and slopes stabilization material, which it markets under the name “Prudon-494”, to infrastructure projects. The Company also oversees the installation of its Prudon material.

494 UNR operates primarily in the Moscow regions of the Russian Federation and has completed projects in a number of other cities or urban areas. All business operations of the Company are located, and of its revenue are earned, within the Russian Federation.

Effective March 24, 2008, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with certain stockholders of 494 UNR providing for the acquisition (the “494 UNR Acquisition”) by the Company of 66.83% in the aggregate of the outstanding shares of common and preferred stock of 494 UNR. At the closing of the 494 UNR Acquisition on August 5, 2008, the Company issued 20,500,000 of its common stock to Alexei Ivanovich Kim (the “Controlling Shareholder”), which as of that date represented approximately 84% of the Company’s issued and outstanding shares of common stock. The financial statements prior to August 5, 2008, reflect the assets and liabilities of 494 UNR at historical carrying amounts.

Under the Acquisition Agreement, the former management of the Company had agreed to assume all debt of the Company in exchange for the assets of the Company’s former subsidiary, “Conjunto Habitacional Maria Paz”. The sale of this subsidiary’s assets to former management was accomplished by the transfer of the ownership interests in this subsidiary in exchange for the assumption of approximately $1.0 million of debt of the Company as of the August 5, 2008, the closing date of the sale. The net assets sold in this transaction were approximately $400,000, representing the net assets of the Company as shown on its June 30, 2008, unaudited balance sheet included in its Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2008, reduced by approximately $400,000 for the costs of uncompleted contracts due to the economic conditions within the construction industry sector in Ecuador. Following the sale of the existing business to former management, the Company retained no assets or liabilities attributable to operations of the Company or operations of the Ecuador subsidiary prior to the sale of subsidiary’s assets and assumption by prior management of its liabilities.

The share exchange was accounted for as a recapitalization. The financial statements show a retroactive restatement of the Company’s historical stockholders’ equity to reflect the equivalent number of shares of common stock issued in the acquisition.

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Effective August 5, 2008, the Company’s officers and directors resigned, a new Board of Directors of the Company was elected and new officers were appointed. The Company also sold its existing business to former management.

Note 2: Basis of Presentation

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The subsidiary 494 UNR, which is registered in the Russian Federation, maintains its accounting records in accordance with the Regulations on Accounting and Reporting in the Russian Federation. The accompanying consolidated financial statements have been prepared from these accounting records and adjusted as necessary in order to comply with US GAAP.

In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from such estimates.

Effective for the year ended December 31, 2009, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The ASC was established as the sole source of US GAAP and superseded existing accounting and reporting guidance issued by the FASB, Emerging Issues Task Force and other sources. The ASC did not change US GAAP. All references to accounting standards in these consolidated financial statements correspond to ASC references.

Reporting and functional currency. The Company has determined that the United States dollar (“$”) is the reporting currency for the purposes of financial reporting under US GAAP.

The local currency and the functional currency of the subsidiary of the Company is the Russian Rouble (“RUR”).

For the six months ended June 30, 2010 and for the year ended December 31, 2009, exchange rates were 31.20 and 31.29 RUR to $1, respectively. Average exchange rates for the six months ended June 30, 2010 and 2009 were 30.14 and 32.87 RUR to $1, respectively.

Any conversion of RUR amounts to USD should not be construed as a representation that such RUR amounts have been, could be, or will in the future be converted into USD at the exchange rate shown or at any other exchange rate.

Note 3: Recent Accounting Pronouncements

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. There were no significant changes to these accounting policies during the six months ended June 30, 2010 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

Note 4: Earnings Per Share

Basic earnings per common share are computed by dividing net earnings by weighted average number of common shares outstanding during the year. Diluted earnings per common share are computed by dividing net earnings by the weighted average number of common shares and potential common shares outstanding during the year. There were no potential common shares outstanding for the six months ended June 30, 2010 and 2009.

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Note 5: Fair Value of Financial Instruments

The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:

Level 1 -

Observable inputs such as quoted market prices in active markets

Level 2 -

Inputs other than quoted prices in active markets that are either directly or indirectly observable

Level 3 -

Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

As of June 30, 2010, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of cash and cash equivalents and investments in non-marketable securities. The fair value of the cash and cash equivalents is determined based on quoted market prices in public markets and is categorized as Level 1. The investment in non-marketable securities is determined by the Company to develop its own assumptions and is categorized as Level 3. The Company does not have any financial assets measured at fair value on a recurring basis as Level 2 and there were no transfers in or out of Level 1, Level 2 or Level 3 during the six months ended June 30, 2010 and 2009.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of June 30, 2010 and December 31, 2009.

Assets at Fair Value as of June 30, 2010 and December 31, 2009
			Quoted Prices in Active Markets for Identical Assets


June 30, 2010	Total		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents	$	38,976,476	$	38,976,476	$	-	$	-
Non-marketable securities		156,209		-		-		156,209
Marketable securities		1,091,315		1,091,315		-		-
Total	$	40,224,000	$	40,067,791	$	-	$	156,209

December 31, 2009
Cash and cash equivalents	$	20,090,671	$	20,090,671	$	-	$	-
Non-marketable securities		161,131		-		-		161,131
Total	$	20,251,802	$	20,090,671	$	-	$	161,131

The Company has other financial instruments, such as receivables, accounts payable and other liabilities, notes payable and customer deposits, which have been excluded from the tables above. Due to the short-term nature of these instruments, the carrying value of receivables, accounts payable and other liabilities, notes payable and customer deposits approximate their fair values. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, 2010.

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Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of accounts receivable and temporary investments. The Company grants credit to customers on terms that are based on an evaluation of the customer's financial condition, without requiring collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company controls its exposure to credit risk through credit approvals and progressive payments as the work is preformed.

The Company places its temporary cash investments with quality financial institutions and commercial issuers at short-term payer and by policy term limits the amount of credit exposure in any one financial instrument.

The Company is also subject to the risk of currency fluctuations that may affect the prices paid for goods and the amounts received for revenue.

Note 6: Cash and cash equivalents

As of June 30, 2010 and December 31, 2009, cash balances comprise the following:

	June 30,		December 31,
	2010		2009
Denominated in US dollars	$	149,420	$	59,815
Denominated in RUR		38,827,056		20,030,856
Total cash and cash equivalents	$	38,976,476	$	20,090,671

Note 7: Inventories

	June 30,		December 31,
	2010		2009
Construction in progress	$	54,191,512	$	52,071,113
Apartments for sale		11,488,037		12,741,215
Advances to subcontractors (net of allowance for doubtful accounts of $-0- and $76,980 as of June 30, 2010 and December 31, 2009, respectively)		21,611,058		3,570,056
Construction materials (road base)		291,053		1,731,976
Construction materials (residential buildings)		350,729		152,420
Total inventories	$	87,932,389	$	70,266,780

Note 8: Trade and Other Receivables, Net

	June 30,		December 31,
	2010		2009
Trade accounts and notes receivable (net of allowance for doubtful accounts of $953,227 and $906,227 as of June 30, 2010 and December 31, 2009, respectively)	$	7,140,707	$	2,865,621
Accounts receivable from the Russian Ministry of Defense		57,107,595		55,445,209
Other receivables		4,991,245		5,218,478
Total trade and other receivables, net	$	69,239,547	$	63,529,308

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The balances of accounts receivable from the Russian Ministry of Defense are attributable to the construction of a multi-functional residential and commercial complex on Marshal Rybalko Street (the “Project”) in Moscow. The Company has been acting as the General Contractor of the Project for the Russian Ministry of Defense (the “Principal”). Upon completion of the Project, the Principal will retain ownership of over half of the residential space in the Project, with the Company having the ownership of, and the right to sell, the remaining space in the Project. The Company has not recognized any gross profit on the Project with the Principal through June 30, 2010.

In acting as the General Contractor of the Project, the Company organized the construction and subcontracted with other companies for the performance of certain parts of the Project. As of June 30, 2010 and December 31, 2009, these subcontractors performed construction services for the Project totaling $57,107,595 and $55,445,209, respectively. The amounts of subcontractor services are recorded as liabilities under “accounts payable and accrued expenses.” The amount due from the Principal is recorded as an asset under “accounts receivable.”

The Company receives progress payments from non-government trade customers to be applied against construction of individual apartments. When the apartments are completed and title passes to the trade customers, a final billing is issued to the trade customers and all progress payments are applied against the outstanding receivables. The balance of any unpaid trade receivables are due within ninety days. The Company receives no progress payments from the Russian Ministry of Defense and all payments for work by subcontractors are due upon the completion of the Project. Payments for sales of road based materials are due upon the completion of the work and accepted by both the Company and the customer.

The amounts payable to the subcontractors for their services were presented to the Principal for acceptance and payment. The Principal refused to accept and pay for these subcontractor services due to disagreements between the Company and the Principal over certain provisions of the initial construction contract. The Company initiated a lawsuit in order to recover these amounts from the Principal. The current amount of the claims is $35,341,012. The court of primary jurisdiction accepted the Company’s claims. However, the Principal filed an appeal to a higher court.

The Company records revenue and costs associated with the Russian Ministry of Defense under the completed contract method. Revenue and costs from apartments sold to non-government trade customers are recognized under the percentage of completion method. Revenue and costs from road based materials are recognized under the completed contract method due to the short-term nature of the construction.

The Company continues to work on the remaining residential space in the Project, while the Company continues to pursue its claims in the ongoing litigation with the Russian Ministry of Defense. There have been no temporary or permanent work stopovers due to the present litigation.

The Company anticipates that no additional costs would be incurred on the Project in connection with the litigation with the Russian Ministry of Defense.

At present, the Company’s management and lawyers cannot determine the ultimate outcome of the litigation. However, management believes that the Company will ultimately prevail and collect substantially all of the amounts due from the Principal. Accordingly, no provision for the unrecoverability of these accounts receivable has been recorded.

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Note 9: Property, Plant and Equipment

Property, plant and equipment consists of buildings, building improvements, furniture and equipment used in the ordinary course of business and are recorded at cost less accumulated depreciation.

	June 30,		December 31,
	2010		2009
Land	$	362,828	$	374,239
Buildings and building improvements		625,429		631,789
Vehicles		161,065		66,224
Machinery and equipment		66,012		71,027
Other		98,331		5,345
		1,313,665		1,148,624

Less: accumulated depreciation		179,713		161,077
Total property, plant and equipment, net	$	1,133,952	$	987,547

Depreciation expense for the six months ended June 30, 2010 and 2009 amounted to $26,172 and $19,658, respectively.

Note 10: Short-term debt

Short-term debt balances as of June 30, 2010 and December 31, 2009 were as follows:

	June 30,		December 31,
	2010		2009
Loan from Sberbank of Russian Federation, interest at 18.5% pa, due in November 2010	$	-	$	3,306,419

Loans from officer, interest free, due on demand		50,504		50,504

Total short-term debt	$	50,504	$	3,356,923

The loans are collateralized by the Company’s accounts receivable and current projects under construction. The loan agreements contain no debt covenants or required ratios that need to be maintained. There are penalties or increases in the interest rates for a delay in payments, which can be as high as 21%.

Interest expense for the six months ended June 30, 2010 and 2009, in the amount of $49,549 and $673,218, respectively, has been capitalized and included in the cost of sold and unsold projects under development in the Company’s balance sheets.

In November and December 2008, the Company made partial payments to RosDorBank. The loan was payable in US dollars and, due to the strength of the US dollar compared to the Ruble, a realized exchange loss in the amount of approximately $450,000 was recorded in the Consolidated Statement of Operations during the year ended December 31, 2008 upon partial liquidation of the loan, which gain reflects the difference in exchange rates between the date in which the note proceeds were received and maturity. In February 2009, the Company paid in full the balance of the loan.

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Note 11: Accounts payable and accrued expenses

	June 30,		December 31,
	2010		2009
Trade accounts payable	$	20,310,176	$	1,595,186
Salaries payable		46,924		35,630
Accrued liabilities to subcontractors		57,107,595		55,445,209
Other payables		27,725		1,085,881
Total accounts payable and accrued expenses, net	$	77,492,420	$	58,161,906

Note 12: Advances from customers

As of June 30, 2010 and December 31, 2009, advances from customers totaling to $57,188,201 and $41,486,476, respectively, are attributable to prepayments received under the agreement providing that the Company is committed to complete the construction of the apartments and transmit the title to the customers. Generally, the customers make progress payments for the apartments prior to the construction being completed. The sales price amount for the customer is fixed. Generally, advances received from non-government customers are refundable at the customer’s request only if the Company or the customer replaces the contract and the advance with another customer.

Note 13: Equity

As of June 30, 2010 and December 31, 2009, the share capital of the Company comprises 500,000,000 authorized common stock of $0.001 par value, with 24,464,799 shares of common stock issued and outstanding. No dividends were declared as of June 30, 2010 and December 31, 2009.

Note 14: Noncontrolling Interest

Effective January 1, 2009, the Company completed its implementation of ASC 810.

The noncontrolling interest represents the third parties of 494 UNR who did not exchange their shares with the Company in connection with the share exchange agreement.

The following table sets forth the noncontrolling interest balances and the changes in these balances attributable to the noncontrolling investors’ interests:

	June 30,			December 31,
	2010			2009
Balance at the beginning of period	$	13,729,087		$	7,264,636
Currency translation adjustment		(292,501	)		656,386
Noncontrolling interest share of income		3,116,088			5,808,065

Balance at end of period	$	16,552,674		$	13,729,087

Note 15: Income Taxes

The Company adopted the provisions of ASC 740 on January 1, 2007. As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits. The Company believes there are no potential uncertain tax positions and all tax returns are correct as filed. Should the Company recognize a liability for uncertain tax positions; the Company will separately recognize the liability for uncertain tax positions on its balance sheet. Included in any liability for uncertain tax positions, the Company will also set up a liability for interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes.

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The Company and its subsidiary file income tax returns in the U.S. federal jurisdiction, the state of Florida and the Russian Federation. The Company is no longer subject to U.S. federal and state examinations for years before 2006. Regarding the Russian Federation, the Company is no longer subject to examination by tax authorities for years before 2006. The Company is currently being audited by the Russian Federation tax authorities with respect to 2007 and 2008.

The President of the United States has presented a budget to the United States Congress which contains various modifications to international tax rules. Some of the proposed changes might subject the Company to, among other things, additional income taxes, restrictions on how foreign tax credits would be calculated and affect taxation regarding the transfer of intangible property. The Company cannot ascertain at this time what the final outcome of this proposed legislation will be or the effect, if any, on the Company's results of operations or financial condition. Additionally, the Internal Revenue Service ("IRS") released a draft tax schedule and instructions that provide additional details on its proposal to required companies with assets of $10.0 million or more to report their uncertain tax positions annually, beginning with the 2010 tax year of their business tax returns.

Note 16: Revenues

Revenues for June 30, 2010 and 2009 comprise the following:

	For the Six Months Ended				For the Three Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
General contractor's fees	$	-	$	-	$	-	$	-
Sales of residential and commercial properties		32,292,046		14,714,169		15,590,822		4,269,954
Sales of road base materials		7,199,315		1,420,980		4,351,007		494,710
Total revenues	$	39,491,361	$	16,135,149	$	19,941,829	$	4,764,664

Note 17: Business Segment Information

FASB ASC 280-10-10, "Segment Reporting" ("ASC 280-10-10"), established standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated regularly by management. The Company is organized by geographical area and industry segment.

	Six Months					Three Months
	Ended					Ended
	June 30,					June 30,
	2010			2009		2010		2009
Revenue
Residential and commercial construction	$	32,292,046		$	14,714,169	$	15,590,822	$	4,269,954
Road base materials		7,199,315			1,420,980		4,351,007		494,710
	$	39,491,361		$	16,135,149	$	19,941,829	$	4,764,664
Income (loss) from operations
Residential and commercial construction	$	9,605,267		$	5,648,534	$	5,244,680	$	1,169,282
Road base materials		(25,458	)		326,969		123,719		36,624
	$	9,579,809		$	5,975,503	$	5,368,399	$	1,205,906

Total assets (as of)	June 30, 2010			December 31, 2009
Residential and commercial construction	$	141,131,240		$	153,303,461
Road base materials		291,053			1,731,976
	$	141,422,293		$	155,035,437

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Note 18: Accumulated Other Comprehensive Loss

The accumulated other comprehensive loss as of June 30, 2010 and December 31, 2009 totaling $1,777,602 and $1,188,279, respectively, is entirely attributable to the currency translation adjustments.

Note 19: Commitments and Contingencies

Economic and operating environment in the Russian Federation. The Russian Federation continues to display certain characteristics of emerging markets. These characteristics include, but are not limited to, the existence of a currency that is in practice not convertible in most countries and a relatively high inflation. Furthermore, the tax, currency, and customs legislation within these countries is subject to varying interpretations and changes which can occur frequently.

Taxation. The Russian tax legislation is subject to varying interpretations and changes which can occur frequently. Management's interpretation of such legislation as applied to the transactions and activities of the Company may be challenged by the relevant regional and federal authorities. Recent developments suggest that the authorities are becoming more active in seeking to enforce, through the Russian court system, interpretations of tax legislation which may be selective for particular taxpayers and different to the authorities’ previous interpretations or practices. Different and selective interpretations of tax regulations by various government authorities and inconsistent enforcement create further uncertainties in the taxation environment in the Russian Federation.

Tax declarations, together with related documentation, are subject to review and investigation by a number of authorities, each of which may impose fines, penalties and interest charges. Fiscal periods remain open to review by the authorities for the three calendar years preceding the year of review (one year in the case of customs). Under certain circumstances reviews may cover longer periods. In addition, in some instances new tax regulations have taken retroactive effect. Additional taxes, penalties and interest which may be material to the financial position of the taxpayers may be assessed in the Russian Federation as a result of such reviews.

Legal contingencies. The Company is a named defendant in a number of lawsuits as well as a named party in numerous other proceedings arising in the ordinary course of business. While the outcomes of such contingencies, lawsuits or other proceedings cannot be determined at present, management believes that any resulting liabilities will not have a materially adverse effect on the financial position or the operating results of the Company.

As discussed in Note 8, at present the Company is a plaintiff in a lawsuit against its debtor, the Russian Ministry of Defense, to recover accounts receivable totaling $35,341,012 as of June 30, 2010. The Company’s management and lawyers cannot determine the ultimate outcome of the litigation. However, management believes that the Company will ultimately prevail and collect substantially all of the amounts due from the Ministry of Defense. Accordingly, no provision for the unrecoverability of these accounts receivable has been recorded.

Capital Commitments. In the normal course of business the Company has concluded a number of construction contracts with its subcontractors. The periods of completion under these contracts are till 2012. However, management may agree with the subcontractors to extend the terms of completion. As of June 30, 2010, the amount of such commitments was approximately $224 million.

Note 20: Restated Note to Unaudited Consolidated Financial Statements as of and for the Six Months Ended June 30, 2010 and 2009

Related party transactions have been restated to reflect the correct transactions as of and for the six months ended June 30, 2010 and 2009. See Note 21 for further information.

Note 21 : Related Party Transactions

During the six months ended June 30, 2010 and 2009, the Company had activities with purchases, subcontracting construction and lease. The Company's reported results of operations, financial position and cash flows could be different had such transactions been carried out amongst unrelated parties. Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be affected on the same terms, conditions and amounts as transactions between related parties.

The nature of the relationships with such related companies is that some of the officers of the Company's subsidiary, 494 UNR, also serve as the General Directors of such related companies. The details of the relationships for those related parties with whom the Company entered into significant transactions or had significant balances outstanding are presented below:

	Six Months Ended June 30, (As Restated)
	2010		2009
Purchases	$	832,594	$	774,088
Rental income - net	$	375,433	$	500,542

		June 30, 2010		December 31, 2009
Accounts receivable	$	2,209,105	$	2,082,247
Accounts payable	$	1,185,592	$	63,436

Note 22: Subsequent Event

Management of the Company does not expect to collect the remaining balance of $20 million from the Russian Ministry of Defense. In the course of the third quarter of 2010, management reviewed and adjusted its estimates of the various costs of the Marshal Project. As a result, management currently is modifying the estimates related to the Marshal Project and expects to make the appropriate adjustments to the relevant line items in the consolidated financial statements of the Company for the third quarter ended September 30, 2010. The reduction of the accounts receivable from the Russian Ministry of Defense in the amount of $20 million and a corresponding reduction in accounts payable to subcontractors did not have an effect on the Company's consolidated statement of operations for the nine months ended September 30, 2010.

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ITEM 2.

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

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the 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.

Overview

494 UNR is a construction and development company with its principal offices located in Bronnitsy (a near suburb of Moscow), Russian Federation. 494 UNR operates primarily in the city of Moscow and suburbs in its vicinity, the Russian Federation, and it specializes in infrastructure supply services, and design/build apartment and office buildings and parks, warehouses, shopping centers and retail facilities, hotels, commercial housing projects and light industrial projects for governments, developers, businesses and end users.

The following discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements included in this report. This section should be read in conjunction with the consolidated financial statements, including the notes thereto, as well as our other financial information included elsewhere in this report.

Significant Factors Affecting Results of Operations

We believe that the following factors significantly affected our results of operations in the quarter ended June 30, 2010 and/or will have a significant impact on our results of operations in the future.

Russian Macroeconomic Conditions and Trends

Since we carry out all of our projects in the Russian Federation, and we currently have no plans to expand outside of the Russian Federation, our operations are substantially affected by the various Russian macroeconomic conditions and trends. There has been mo material changes as to how such factors affect our financial condition and results of operations since December 31, 2009. For more information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Russian Macroeconomic Conditions and Trends” included in Item 7 of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009.

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Seasonality

We experience seasonal fluctuations in our operations. We tend to construct more but sell fewer apartments during the summer months, while we tend to sell more but construct fewer apartments during the winter months of a given year. Therefore, the effects of seasonality usually are not correlated with our sales trends. In addition, we engage in our core development, design and construction activities between April and October of each calendar year. The period of November through March of each year is a time of substantially reduced residential and other construction projects and road construction activity, when we engage primarily in selected interior activities (typically, in the buildings we construct).

Critical Accounting Estimates

The SEC recently issued “Financial Reporting Release No. 60 Cautionary Advice Regarding Disclosure About Critical Accounting Policies”, or FRR 60, suggesting that companies provide additional disclosures, discussion and commentary on those accounting policies considered most critical to its business and financial reporting requirements. FRR 60 considers an accounting policy to be critical if it is important to a company’s financial condition and results of operations, and requires significant judgment and estimates on the part of management in the application of the policy. For a summary of our significant accounting policies, including the critical accounting policies discussed below, please refer to the accompanying notes to the financial statements included elsewhere in this annual report.

We assess potential impairment of our long-lived assets, which include our property and equipment and our identifiable intangibles, such as deferred charges, under the guidance of ASC 360, formerly Statement of Financial Accounting Standards (“SFAS”) 144, “Accounting for the Impairment or Disposal of Long-Lived Assets. We must continually determine if a permanent impairment of our long-lived assets has occurred and write down the assets to their fair values and charge current operations for the measured impairment.

Inventories. Inventories consist of land, land development, construction costs, capitalized interest and construction overhead and are stated at cost, net of impairment losses, if any. Construction costs are accumulated during the period of construction and charged to cost of sales under specific identification methods. Land, land development and common facility costs are allocated based on buildable acres to product types within each construction project, then charged to cost of sales equally based upon the number of projects to be constructed in each product type.

The recoverability of inventories and other long-lived assets are assessed in accordance with the provisions of ASC 360, which requires long-lived assets, including inventories, held for development to be evaluated for impairment based on undiscounted future cash flows of the assets at the lowest level for which there are identifiable cash flows. As such, we evaluate inventories for impairment at the individual level, the lowest level of discrete cash flows that we measure.

We evaluate inventories under development for impairment when indicators of potential impairment are present. Indicators of impairment include, but are not limited to, decreases in local market values, decreases in gross margins or sales absorption rates, decreases in net sales prices (base sales price net of sales incentives), or actual or projected operating or cash flow losses. The assessment of construction projects for indication of impairment is performed quarterly, primarily by completing detailed budgets for all of our projects and identifying those construction projects with a projected operating loss for any projected fiscal year or for the entire projected life. For those construction projects with projected losses, we estimate remaining undiscounted future cash flows and compare those to the carrying value of the project, to determine if the carrying value of the asset is recoverable. The projected operating profits, losses or cash flows of each construction project can be significantly impacted by our estimates of the following:

·	future base selling prices;

·	future projects sales incentives;

·	future construction projects and land development costs; and

·	future sales absorption pace and cancellation rates.

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These estimates are dependent upon specific market conditions for each construction project. While we consider available information to determine what we believe to be our best estimates as of the end of a quarterly reporting period, these estimates are subject to change in future reporting periods as facts and circumstances change. Local market-specific conditions that may impact our estimates for a project include:

·	the intensity of competition within a market, including publicly available sales prices and sales incentives offered by our competitors;

·	the current sales absorption pace for both our construction project and competitor construction project;

·	construction project specific attributes, such as location, availability of lots in the market, desirability and uniqueness of our construction project, and the size and style of project currently being offered;

·	potential for alternative product offerings to respond to local market conditions;

·	changes by management in the sales strategy of the project; and

·	current local market economic and demographic conditions and related trends and forecasts.

These and other local market-specific conditions that may be present are considered by management in preparing projection assumptions for each construction project. The sales objectives can differ between our projects, even within a given market. For example, facts and circumstances in a given project may lead us to price our projects with the objective of yielding a higher sales absorption pace, while facts and circumstances in another project may lead us to price our projects to minimize deterioration in our gross margins, although it may result in a slower sales absorption pace. In addition, the key assumptions included in our estimate of future undiscounted cash flows may be interrelated. For example, a decrease in estimated base sales price or an increase in project sales incentives may result in a corresponding increase in sales absorption pace. Additionally, a decrease in the average sales price of projects to be sold and closed in future reporting periods for one project that has not been generating what management believes to be an adequate sales absorption pace may impact the estimated cash flow assumptions of a nearby project. Changes in our key assumptions, including estimated construction and development costs, absorption pace and selling strategies, could materially impact future cash flow and fair value estimates. Due to the number of possible scenarios that would result from various changes in these factors, we do not believe it is possible to develop a sensitivity analysis with a level of precision that would be meaningful to an investor.

If the undiscounted cash flows are more than the carrying value of the project, then the carrying amount is recoverable, and no impairment adjustment is required. However, if the undiscounted cash flows are less than the carrying amount, then the project is deemed impaired and is written-down to its fair value. We determine the estimated fair value of each project by determining the present value of the estimated future cash flows at a discount rate commensurate with the risk of the respective project. Our discount rates used for the impairments recorded to date range from 13.5% to 17.0%. The estimated future cash flow assumptions are the same for both our recoverability and fair value assessments. Should the estimates or expectations used in determining estimated cash flows or fair value decrease or differ from current estimates in the future, we may be required to recognize additional impairments related to current and future projects. The impairment of a project is allocated to each project on a specific identification basis and written down to each project’s fair value. Any impairment is allocated to specific lots on a square foot basis. Should the fair value of any lot need to be written down further based on the future selling value of that lot, an additional impairment charge will be specifically allocated to such lot. As of June 30, 2009 and 2010, we have evaluated the inventory for possible impairment and determined no adjustments for impairment existed. There were no contract cancellations and although the economic climate may cause a delay in completing construction projects, management believes that there are no current impairment issues that will affect current operations.

Inventories held for sale, which are land parcels where we have decided not to build a project, are a very small portion of our total inventories, and are reported at the lower of carrying amount or fair value less costs to sell. In determining whether land held for sale is impaired, management considers, among other things, prices for land in recent comparable sale transactions, market analysis studies, which include the estimated price a willing buyer would pay for the land (other than in a forced liquidation sale) and recent bona fide offers received from outside third parties.

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From time to time, we write-off deposits and approval, engineering and capitalized interest costs when we decide not to exercise options to buy land in various locations or when we redesign projects and/or abandon certain engineering costs. In deciding not to exercise a land option, we take into consideration changes in market conditions, the timing of required land takedowns, the willingness of land sellers to modify terms of the land option contract (including timing of land takedowns), and the availability and best use of our capital, among other factors. The write-off is recorded in the period it is deemed probable that the optioned property will not be acquired. In certain instances, we have been able to recover deposits and other preacquisition costs which were previously written off. These recoveries are generally not significant in comparison to the total costs written off.

Taxation

We are subject to income tax and other taxes. Significant judgment is required in determining the provision for income tax and other taxes due to the complexity of the Russian Federation tax legislation, to which our subsidiary 494 UNR is subject. There are many transactions and calculations for which the ultimate tax determination is uncertain. We recognize liabilities for anticipated tax audit issues based on estimates of whether it is probable additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the amount of tax and tax provisions in the period in which such determination is made.

Consolidated Results of Operations

General

Generally, we expect a slowdown in the housing market in the Russian Federation to extend from late 2008 through 2009, and do not see a recovery back toward previous levels in 2007 to 2008 at least until the second half of 2010. As to our infrastructure business, we had a stable level of sales of our road base product in 2009, as compared with 2008 revenue levels derived from such sales, and we expect a stable level of such sales during 2010, although there is no assurance that this will be the case. To date, the economic downturn has materially affected both our construction and infrastructure businesses, and the difficult economic conditions may continue to present a significant challenge to us.

Consolidated Results of Operations

General

Recent constraints on the availability of credit in the worldwide banking system and in the Russian Republic impacted adversely the construction and development projects of our customers and are projected to continue to have an adverse effect on our revenues and results of operations. In addition, the number of customers for residential units in our projects has decreased because of decrease in general purchasing power, which we believe occurred largely as a result of the impact on the Russian economy of the global economic crisis. As a result of this economic downturn, our sales of residential and commercial real estate declined in the second half of 2008, that trend continued during 2009, and we experienced only a modest pickup in demand during the first half of 2010. In our infrastructure business, some of our customers for our road base and slopes stabilization material did not maintain existing projects or initiate new projects. In our infrastructure segment, we experienced a slight pickup in demand during the first half 2010. At the present time, management cannot ascertain whether the gradual pickup in demand we observed in both our business segments can be sustained over time. We do not see any significant risks in our disposing of inventory, but the time period for turn over of inventory has increased, as compared to the time period prior to the economic downturn.

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Generally, we expect a slowdown in the housing market in the Russian Federation to extend from late 2008 through the second half of 2010, and do not see a recovery back toward previous levels in 2007 to 2008 at least until late 2010. As to our infrastructure business, we had a stable level of sales of our road base product in 2009, as compared with 2008 revenue levels derived from such sales, and we expect a stable level of such sales during 2010, although there is no assurance that this will be the case. To date, the economic downturn has materially affected both our construction and infrastructure businesses, and the difficult economic conditions and the continuing uncertain economic outlook will likely remain a significant challenge for us in the future.

Consolidated Results of Operations for the Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009

Revenues. Total revenues for the six months ended June 30, 2010 increased to approximately $39.5 million, or 145%, as compared to approximately $16.1 million for the six months ended June 30, 2009. This was as a result of a gradual pickup in demand for the apartments we construct, which we experienced mainly in our construction and development business in 2010. We also observed a marginal improvement in demand for our proprietary road base and slopes stabilization material Prudon, which we supply to infrastructure projects in various parts of Russia.

Cost of Sales. Cost of sales increased by approximately $19.6 million, or over 295%, to approximately $28.3 million for the six months ended June 30, 2010, from approximately $8.7 million for the six months ended June 30, 2009. We attribute this increase primarily to the overall increase in revenues we experienced in the first half of 2010. Cost of sales as a percentage of sales increased from 54% for the six months ended June 30, 2009, to 72% for the six months ended June 30, 2010. This was primarily due to the fact that in 2009 we responded to the economic downturn with several anti-crisis measures, including scaling back certain marketing and similar expenses, while in 2010 we began slowly to grow our business consistent with the ongoing gradual economic improvement, which required additional investment by our company in construction materials, equipment, and further assistance from marketing and sales consultants.

Selling, general and administrative expenses. Selling, general and administrative costs increased only slightly by approximately $150,000 to approximately $1.6 million for the six months ended June 30, 2010, as compared to approximately $1.5 million for the six months ended June 30, 2009. We were able to manage and control these costs in the first half of 2010, despite a meaningful increase in our revenues, primarily as a result of the anti-crisis measures our company implemented during the fiscal year 2009, such as a reduction in force and more efficient utilization of the remaining personnel. During the first half of 2010, we continued to benefit from some of the resulting savings, as we have not expanded existing personnel and continued to make efforts to control our costs of transportation, communications, security and office space.

Income from Operations. Income from operations increased by approximately $3.6 million, from approximately $6.0 million for the six months ended June 30, 2009 compared to approximately $9.6 million for the six months ended June 30, 2010. We attribute this increase primarily to the slow and gradual improvement in the economic environment in which we operate, and the corresponding improvement in our residential real estate customers’ ability to pay for, and/or partly finance, the apartments we construct. Revenue from sales has increased 145% from 2009 to 2010, contributing an increase of approximately $3.9 million of additional gross profit in 2010.

Other Income(Expense). Other income increased from approximately $1.1 million for the six months ended June 30, 2009 to approximately $2.1 million for the six months ended June 30, 2010. We attribute this increase primarily to the interest earned on excess funds on US Dollar deposits in 2010.

Provision For Income Taxes. Provision for income taxes increased from approximately $1.4 million for the six months ended June 30, 2009 to approximately $2.3 million for the six months ended June 30, 2010, primarily due to an increase in net earnings in 2010.

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Net Earnings. Net earnings increased from approximately $3.7 million for the six months ended June 30, 2009 to approximately $6.2 million for the six months ended June 30, 2010 due to all of the reasons enumerated above.

Consolidated Results of Operations for the Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009

Revenues. Total revenues for the three months ended June 30, 2010 increased to approximately $19.9 million, or 315%, as compared to $4.8 million for the three months ended June 30, 2009. This was as a result of a gradual pickup in demand for the apartments we construct, which we experienced mainly in our construction and development business in 2010. We also observed a marginal improvement in demand for our proprietary road base and slopes stabilization material Prudon.

Cost of Sales. Cost of sales increased by approximately $10.9 million, or 393%, to approximately $13.7 million for the three months ended June 30, 2010, from approximately $2.8 million for the three months ended June 30, 2009. We attribute this increase primarily to overall increase in revenues we experienced in the three months ended June 30, 2010. Cost of sales as a percentage of sales increased from 59% for the three months ended June 30, 2009, to 69% for the three months ended June 30, 2010. This was primarily due to the fact that in 2009 we responded to the economic downturn with several anti-crisis measures, including scaling back certain marketing and similar expenses, while in 2010 we began slowly to grow our business consistent with the ongoing gradual economic improvement, which required additional investment by our company in construction materials, equipment, and further assistance from marketing and sales consultants.

Selling, general and administrative expenses. Selling, general and administrative costs increased by less than $100,000 to approximately $0.8 million for the three months ended June 30, 2010, as compared to approximately $0.7 million for the three months ended June 30, 2009. In 2010, we continued to manage and control these costs following our implementation in 2009 of a series of anti-crisis measures. During the three months ended June 30, 2010, we continued to benefit from some of these savings, as we have not expanded existing personnel and continued to make efforts to control costs of transportation, communications, security and office space.

Income from Operations. Income from operations increased by approximately $4.2 million, from $1.2 million for the three months ended June 30, 2009 compared to $5.4 million for the three months ended June 30, 2010. We attribute this increase primarily to the slow and gradual improvement in the economic environment in which we operate, and the corresponding improvement in our residential real estate customers’ ability to pay for, and/or partly finance, the apartments we construct. Revenue from sales has increased 315% from 2009 to 2010, contributing an increase of approximately $4.1 million of additional gross profit in 2010.

Other Income(Expense). Other income increased from approximately $0.5 million for the three months ended June 30, 2009 to approximately $1.0 million for the three months ended June 30, 2010. We attribute this increase primarily to the interest earned on excess funds on US Dollar deposits in 2010. This increase in income in 2010 was offset by a slight decrease in rental income, as a number of our commercial renters could not continue to carry rental costs and thus had to terminate their rental agreements with our company during the first half of 2010.

Provision For Income Taxes. Provision for income taxes increased from approximately $0.3 million for the three months ended June 30, 2009 to approximately $1.3 million for the three months ended June 30, 2010, primarily due to an increase in net earnings in 2010.

Net Earnings. Net earnings increased from approximately $0.9 million for the three months ended June 30, 2009 to approximately $3.4 million for the three months ended June 30, 2010 due to all of the reasons enumerated above.

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Liquidity and Capital Requirements

We had a working capital surplus of approximately $47.7 million and stockholders’ equity of approximately $33.6 million as of June 30, 2010. Cash and cash equivalents increased by approximately $18.9 million for the quarter ended June 30, 2010. The increase is primarily attributable to cash from operations of $23.7 million, offset in part by repayment of loans in the amount of approximately $3.3 million and the purchase of marketable securities of approximately $1.1 million.

Trade and other receivables, net of allowances, were approximately $69.2 million at June 30, 2010, compared to approximately $63.5 million at December 31, 2009. The increase is primarily due to strong sales of residential units in the six months ended June 30, 2010 and increases in amounts due from the Russian Ministry of Defense. Inventories were approximately $87.9 million at June 30, 2010, as compared to approximately $70.3 million at December 31, 2009. The increase was primarily due to the increase in construction during the second quarter of 2010.

Accounts payable were approximately $77.5 million at June 30, 2010, as compared to approximately $58.2 million at December 31, 2009. We attribute the increase primarily to the increase in construction during the second quarter of 2010. Advances from customers were approximately $57.2 million at June 30, 2010, as compared to approximately $41.5 million at December 31, 2009. We attribute the increase to advances from progress payments on new construction during 2010.

We believe the sources of cash available to us should be sufficient to meet our operational needs in 2010 consistent with our budget and current focus on completing existing projects. We estimate that we will require up to $400 million of capital to be able to complete our existing projects over the next three years. Our construction and development business requires significant amounts of capital in part because we fund up to 100% of the construction and related costs (that are not financed by the governmental agencies that commission the particular project, to the extent of any apartments allocated to such agencies). We currently expect to obtain the funds we need to complete our existing projects primarily from the sales of our apartments, the construction of which (to the extent not financed by the commissioning governmental agency) typically is financed as follows: (i) the full price of the apartment is pre-paid in cash by a prospective residential customer; or (ii) 50% of the price of the apartment is pre-paid in cash by a prospective residential customer, with the remaining amount financed by such customer through a bank; or (iii) 50% of the price of the apartment is pre-paid in cash by a prospective residential customer, with the remaining amount paid by such customer pursuant to the terms and conditions of an installment arrangement between our company and such customer. In addition, we may draw on our operating credit lines with banks, or secure additional lines of credit, to help us finance the completion of our existing projects. Furthermore, we intend to raise capital in equity offerings, and we are dependent on the success of such offerings, on our revenues from apartment sales and on the availability of bank credit to us, in order to have sufficient funds to complete our existing projects. In the event that we are forced to delay our construction and development activities or are unable to complete any project due to lack of sufficient capital, we could be in breach of the agreements we entered into for each construction project, be liable to counterparties for our failure to perform and, in some cases, potentially lose the project, which could materially and adversely affect our business. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Requirements” included in Item 7 of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009.

As discussed in Note 7 to our restated consolidated annual financial statements included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009, and in Note 8 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, we are a plaintiff in a lawsuit and we claim against our debtor, the Russian Ministry of Defense, to recover $35,341,012 of accounts receivable. In the event that we do not prevail in this litigation, this could have a material adverse effect on our profit, financial condition and prospects.

Other than as described above, there have been no material changes to our liquidity position or capital resource requirements since December 31, 2009. For more information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Requirements” included in Item 7 of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009.

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Recent Accounting Pronouncements

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2009. There were no significant changes to those accounting policies during the six months ended June 30, 2010, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

Cautionary Statement Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q, including statements using the words such as “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict”, “project”, “seek” and comparable phrases, as they relate to us and our management, are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are not statements of historical fact and reflect the current views, beliefs and assumptions made by our management based on the information available, as of the date of this report, regarding future events, operating performance, financial condition, business strategy and our plans and objectives for future operations. These forward-looking statements relate to us and the industry in which we operate.

All forward-looking statements included in this report address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following:

·	changes in political, social, legal or economic conditions in Russia;

·	our ability to obtain necessary regulatory approvals and licenses for our business;

·	our ability to fund future operations and capital needs through borrowings or otherwise;

·	our ability to successfully implement any of our business strategies;

·	our expectations about growth in demand for products and services we sell;

·	competition in the marketplace;

·	changes in general economic conditions, including inflation, interest rates, foreign currency exchange rates and other factors;

·	our ability to respond to legal and regulatory developments and restrictions in relation to the construction industry;

the ultimate outcome of our litigation with the Ministry of Defense of the Russian Federation described in Note 7 to our restated consolidated financial statements included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009, and in Note 8 to our unaudited interim consolidated financial statements included in this Quarterly Report on Form 10-Q; and

·	our success in identifying other risks to our business and managing the risks of the aforementioned factors.

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The factors listed above should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and Risk Factors that are included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 as well as in the other materials filed and to be filed with the U.S. Securities and Exchange Commission, or the Commission . If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results and outcomes may vary materially from those described herein. Any forward-looking statements you read in this report reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to, among other things, our operations, results of operations, growth strategy and liquidity. Readers should specifically consider the factors identified in this report that could cause actual results to differ before making any investment decision.

Any forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Subject to any obligations under applicable law, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to us, and those acting on behalf of us, are expressly qualified in their entirety by this section.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are primarily exposed to economic risk from foreign currency exchange rates, credit risk and liquidity risk.

Interest Rate Risk

Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. We believe that there is not a material risk exposure to our short term investments.

Foreign Currency Risk

Because our revenues are currently denominated in U.S. dollars, a strengthening of the dollar could reduce our reported revenues. We do not enter into any derivative financial instruments to manage this exposure. We do not engage in financial transactions for trading or speculative purposes.

Credit Risk

Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against effects of collection risks. As a result, we do not anticipate any material losses in this area.

We are potentially exposed to credit risk with respect to those suppliers to whom we make advances in the ordinary course of business, and, accordingly, we bear credit risk associated with the potential inability of such suppliers either to deliver goods for which we have already made payments or return the money advanced to them. We also bear credit risk on our cash and cash equivalents and short-term investments. Our exposure and the credit ratings of our counterparties are regularly monitored, and the aggregate value of transactions concluded is spread among approved counterparties. We seek to control our credit exposure through counterparty limits that are reviewed and approved by management. We do not hedge our credit risk.

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Liquidity Risk

Liquidity risk is the risk that we cannot fulfill our payment commitments on any given due date without significantly raising the cost to fund payments. Liquidity risk arises when the maturities of our assets and liabilities do not coincide. Ultimate responsibility for liquidity risk management rests with the board of directors. We manage our liquidity risk by seeking to maintain adequate reserves, banking facilities and reserve borrowing facilities, by regularly monitoring forecasted and actual cash flows and by seeking to match the maturity profiles of our assets and liabilities. In particular, we manage our liquidity position by drawing down on and repaying our revolving credit facilities as the ongoing needs of our business necessitate.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As supervised by our Board of Directors and our Chief Executive Officer and Chief Financial Officer, management has established a system of disclosure controls and procedures and has evaluated the effectiveness of that system as required by paragraph (b) of Rule 13a-15, as of June 30, 2010. Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in the 1934 Securities Exchange Act Rule 13a-15(e)) as of June 30, 2010, were not effective due to material weaknesses in the controls, as evidenced by the restatement of our financial statements due to the errors in such financial statements discussed above.

Our Chief Executive Officer and Chief Financial Officer concluded that material weaknesses existed in the presentation and/or recording of the transactions and amounts described below in respect of the restatement of our historical consolidated financial statements and, in discussion with the Audit Committee of our Board of Directors, authorized the above restatement of the previously issued financial statements. We have restated our financial statements for the years ended December 31, 2009, 2008 and 2007 to correct the errors. Based on the restatement of the previously issued financial statements, our Chief Executive Officer and chief financial officer believe the financial statements have been properly reflected as of December 31, 2009, 2008 and 2007.

We restated our prior financial statements, including the audited financial statements for the years ended December 31, 2009, 2008 and 2007, as well as the unaudited financial statements for the three month period ended March 31, 2009, the six month period ended June 30, 2009 and the nine month period ended September 30, 2009, as our Chief Executive Officer and Chief Financial Officer concluded that weaknesses existed with regard to recording of a financial transaction, the financial reporting of transaction gains and losses as of the balance sheet dates; the presentation of customer deposits as of the balance sheet dates that should have been reported as a liability and not to be netted against inventory; the presentation of transaction gains and losses as a separate line item in the statement of operations and not as a component of selling, general and administrative costs; the presentation of our revenues and cost of sales that required a correction in the percentage of completion method of accounting used by us; the provision for income taxes, which should have been reduced to reflect the adjustment of net income; and the additional description of certain related party transactions, which should have been included in the notes to our consolidated financial statements. Our Chief Executive Officer and Chief Financial Officer, in discussions with our Audit Committee and in consultation with our auditors, authorized such restatements of the previously issued financial statements and concluded, as a result of these restatements, that material weaknesses in internal control over financial reporting existed as of December 31, 2009, 2008 and 2007. We have restated our audited financial statements for the years ended December 31, 2009, 2008 and 2007, as well as the unaudited financial statements for the three month period ended March 31, 2009, the six month period ended June 30, 2009 and the nine month period ended September 30, 2009, to correct these errors.

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Changes in Internal Control Over Financial Reporting

Our management has performed an evaluation, with the participation of our Chief Executive Officer and our Chief Financial Officer, of changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2010. We have taken significant actions and implemented new policies to mitigate certain weaknesses in our disclosure controls and procedures that resulted in the above errors and required restatement of our financial statements, as described above. In the year 2010, we upgraded and implemented our accounting software, coupled with our ongoing efforts to offer improved training and supervision of our appropriate personnel. Additionally, we are monitoring and improving our existing procedures so that they will fully correspond to the complexity and volume of our operations, reflect the underlying transactions within the system, and ensure communication of any weaknesses in the internal control process to our Audit Committee. We also plan to implement formal procedures over conversion of the amounts as recorded under the Russian accounting principles, under which our operating subsidiary reports its operations, to amounts under U.S. GAAP. All disclosures and new financial accounting pronouncements are reviewed internally and discussed with the Audit Committee and our independent registered accounting firm. Disclosure conferences before the release of the financial statements between the Audit Committee and our independent registered accounting firm are done on a quarterly basis. We are dedicated to maintaining the high standards of financial accounting and reporting that we are now establishing and are committed to providing financial information that is transparent, timely, complete and accurate.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time our company is involved in litigation in the ordinary course of our business activities.

We are currently a plaintiff in litigation with the Ministry of Defense of the Russian Federation (the “Principal”), which relates to our construction of a multi-functional residential and commercial complex on Marshal Rybalko Street in the city of Moscow. Upon completion of the Marshal project, the Principal will retain ownership of over half of the residential space in the Marshal project, with our company having the ownership of, and the right to sell, the remaining space in this project. In connection with the construction and development of the Marshal project, we organized the construction and subcontracted with third parties for the performance of certain parts of this project. As of June 30, 2010 and December 31, 2009, the amount of claims recorded on our balance sheet with respect to the construction services performed by these third party subcontractors for the Marshall project totaled $57,107,595 and $55,445,209, respectively. We report these amounts as liabilities under “accounts payable and accrued expenses”. See also note 8 to our unaudited interim consolidated financial statements included in this Quarterly Report on Form 10-Q.

We presented the amounts payable to the subcontractors for their services to the Principal for acceptance and payment. The Principal refused to accept and pay for these subcontractor services. In December 2008, we initiated the first of our lawsuits at the Arbitration Court of Moscow, in order to recover these amounts from the Principal, where our claims currently are pending, following some procedural developments. No decision has yet been rendered by any court on the merits of our claim. The current amount of the claims is $35,341,012. At present, our management and lawyers cannot determine the ultimate outcome of the litigation. Our management and legal counsel continuously analyze and monitor the status of this legal proceeding. As a result of our analysis of the arbitration courts’ practices in deliberation and adjudication of similar lawsuits, and having consulted with our lawyers, we determined that the optimal and most effective means of advancing our interests at the present stage of this proceeding would be to obtain the construction quote expertized report from the independent judicial state appraisal office. This report is to be prepared by an authoritative expert state institution, “Russian Federal Center of Judicial Expertise” under the auspices of the Ministry of Justice of the Russian Federation. We expect that the report to be prepared by this expert institution would confirm the proper performance of construction work at the Marshal project.

In August 2009, one of the subcontractors whom we engaged to perform certain services for the Marshal project, commenced a legal action against our company at the Arbitration Court in the Moscow area where our operating subsidiary 494 UNR is headquartered. This subcontractor claimed approximately $21 million in compensation for the services the subcontractor rendered in respect of the Marshal project in the years 2008 and 2009. In February 2010 the Arbitration Court rendered a decision in favor of the subcontractor. The decision came into effect in March 2010, and we currently are required to pay the above amount to the subcontractor. See also note 8 to our unaudited interim consolidated financial statements included in this Quarterly Report on Form 10-Q.

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ITEM 1.A. RISK FACTORS.

Our results of operations and financial condition are subject to numerous risks and uncertainties described in “Risk Factors” included in Item 1.A. of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009. Other than the below, the risk factors identified therein have not materially changed.

The restatement of certain of our historical consolidated financial statements may have an adverse effect on us

In April and May 2010, our management concluded that our consolidated audited financial statements for the years ended December 31, 2009 and 2008 and our consolidated interim period unaudited financial statements for the periods ended March 31, 2009, June 30, 2009 and September 30, 2009 needed to be restated and should not be relied upon. For a more detailed discussion of the restatements, amendments and their underlying circumstances, please refer to our Current Report on Form 8-K filed with the Commission on April 27, 2010, as amended on May 24, 2010, and to the Explanatory Note at the beginning of Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2009 and Notes 20, 21 and 22 to the consolidated financial statements included in that report. We previously restated our consolidated financial statements and amended our public filings accordingly. As a result of these restatements, we may become subject to a number of significant risks, which could have an adverse effect on its business, financial condition and results of operations, including potential stockholder litigation and regulatory proceedings or actions, the defense of which may require significant management attention and significant legal expense and which litigation, proceedings or actions, if decided against us, could require us to pay substantial judgments, settlements or other penalties.

We identified material weaknesses in our internal controls that may impair our ability to produce accurate and timely financial statements, which could harm our operating results, our ability to operate our business and investors’ view of us.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on this assessment, our management concluded that as of December 31, 2009 it had material weaknesses in its internal control procedures. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. As of December 31, 2009, we have concluded that our internal control over financial reporting was ineffective as of December 31, 2009. Our assessment identified certain material weaknesses which are set forth in Item 9A of our annual report on Form 10-K/A for the fiscal year ended December 31, 2009. See also Item 4 included under Part I of this Quarterly Report on Form 10-Q.

If we fail to maintain our internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors may lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.

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ITEM 6.

EXHIBITS.

Exhibit No.

Description

31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.

31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.

32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.

32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.

* Filed herewith

* Furnished herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNR HOLDINGS, INC.


Dated: May 5, 2011	By:	/s/ Alexey A. Kim
		Alexey A. Kim Chief Executive Officer

Dated: May 5, 2011	By:	/s/ Iuriy Vladimirovich Shevchenko
		Iuriy Vladimirovich Shevchenko Chief Financial Officer

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EXHIBIT INDEX


Exhibit Number	Description
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.

* Filed herewith

* Furnished herewith

UNR HOLDINGS INC - FORM 10-Q/A - May 5, 2011

Attached files

UNR HOLDINGS INC Reports