----

----

 SECURITIES AND EXCHANGE COMMISSION

000-23712

| Colorado                                                               |   | 02-0755762                          |
|---------------------------------------------------------------------------------------|--------|-------------------------------------|
| (State or other jurisdiction of Incorporation or organization)    |   | (I.R.S. EmployerIdentification No.) |

| 301 East Pine Street, Suite 150, Orlando, FL                                 |   | 32801      |
|------------------------------------------------------------------------------|--------|------------|
|   (Address of Principal Executive Offices)     |   | (Zip Code) |

Issuer's Telephone Number, Including Area Code:  (407) 210-6541Securities registered pursuant to Section 12(b) of the Act:  NoneSecurities registered pursuant to Section 12(g) of the Act:  Common Stock, $.001 par value per shareIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes  o  No xIndicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d)Of the Act.   o Yes  x NoIndicate 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 thepast 90 days. x  Yes    o  NoIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  (Check One): Large accelerated filer  oAccelerated filer  oon-accelerated filer    oSmaller 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  NoThe aggregate market value of the voting and non-voting common equity held by non-affiliates  as of the last business day of the registrant’s most recently completed second fiscal quarter was $11,180,733.Number of shares of Common Stock outstanding as of March 27, 2009: 24,464,799.Documents incorporated by reference:  None   TABLE OF CONTENTSPART I1Item 1. Business.1Item 1A. Risk Factors.3Item 1B. Unresolved Staff Comments.6Item 2. Properties.6Item 3. Legal Proceedings.6Item 4. Submission of Matters to a Vote of Security Holders.6PART II7Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.7Item 6. Selected Financial Data.8Item 7. Management's Discussion and Analysis or Plan of Operations.8Item 7A. Quantitative and Qualitative Disclosures About Market Risk.13Item 8. Financial Statements and Supplementary Data.14Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.16Item 9A (T). Controls and Procedures.16Item 9B. Other Information.17PART III18Item 10. Directors, Executive Officers, and Corporate Governance.18Item 11. Executive Compensation.23Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.24Item 13. Certain Relationships and Related Transactions, and Director Independence.24Item 14.  Principal Accountant Fees and Services25Item 15. Exhibits and Financial Statement Schedules.26 ii  EXPLANATORY NOTE AS A PART OF THE REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION OF THE COMPANY’S PAST FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE ARE FILING THIS AMENDMENT NO. 1 TO OUR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 (THE “2008 FORM 10-K”).  THIS AMENDMENT NO. 1 AMENDS THE REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THAT AUDITED THE FINANCIAL STATEMENTS OF THE COMPANY AS OF DECEMBER 31, 2008, THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS AND NOTES, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION, AND ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. IN ORDER TO PRESERVE THE NATURE AND CHARACTER OF THE DISCLOSURES SET FORTH IN THE 2008 FORM 10-K AS OF APRIL 7, 2009, THE DATE ON WHICH THE2008 10-K WAS FILED, NO ATTEMPT EXCEPT AS DESCRIBED ABOVE HAS BEEN MADE IN THIS AMENDMENT NO. 1 TO MODIFY OR UPDATE DISCLOSURES. PART I Item 1. Business. BackgroundWe were incorporated under the laws of the State of Colorado on January 6, 1999.   Prior to August 5, 2008, we were engaged in the housing business in the Republic of Ecuador.  Effective March 24, 2008, we entered into an Acquisition Agreement (the “Agreement”) with stockholders of OJSC“494 UNR”, a  corporation incorporated under the laws of the Russian Federation (“494 UNR”), providing for the acquisition by the Company of 66.83% of all of the outstanding shares of common and preferred stock of 494 UNR.  At the closing under the Agreement on August 5, 2008, we issued 20,500,000 shares of our common stock to the controlling stockholder of 494 UNR. The Agreement provided for resignation at closing of the Company’s officers and directors and theappointment of new officers and a new Board of Directors, as well as for the sale of the Company’s existing business to former management. The acquisition by the Company of 494 UNR was completed at a closing on August 5, 2008. Unless otherwise indicated or the context otherwise requires, the terms “we,”  “us,”  “our,”  and the “Company” refer to Promotora Valle Hermoso,Inc. and its subsidiary 494 UNR.General494 UNR  commenced operations in 1967 as a construction/infrastructure services component of the Russian government construction operations. It operated historically as a construction and infrastructure construction and maintenance company primarily in Moscow and the Moscow area. It specialized in generaland infrastructure construction services, including the construction and maintenance of roads, highways and bridges, 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. 494 UNR  also performed activities such as demolition, clearing, large-scale earthwork and grading, dewatering, drainage improvements and structural concrete.Historically it constructed various types of buildings and building complexes in government projects, and took part in reconstruction of the Moscow ring highway and building and reconstructing federal government roads.In 1998, the operation of 494 UNR’s business was transferred to an Open Joint Stock Company (OJSC) 494 UNR, which was incorporated in Bronnitsy town, Moscow area, under the laws of Russian Federation, and controlled by our principal stockholder Alexei Ivanovich Kim,.Commencing about the year 2000, 494 UNR began also to concentrate its construction activities on project development and construction and, in the infrastructure area, material supply. We are licensed as a construction contractor by the Russian Federal Agency for Construction and Municipal Economy for building firstand second grade residential and business projects. We will have to renew our license in 2013. We operate for the most part as a general contractor and use subcontracting companies for construction and infrastructure installation services. At  present, in addition to general construction services, we develop and construct multi-functional multi-flat residential complexes and produce and supply infrastructure projects with a proprietary polyethylene road base material. The product forms a base beneathasphalt similar to a net to make roadbed stable. Our road base product can also be used in reinforcement of earth banks and slopes bordering roads, the bases of bridges, in the construction of airports, or, for example, for reinforcement of ski slopes.  We manufacture our road base product in the Russian Federation using manufacturing partners; however, we own the patents for this product, which cover the material itself and the ultrasonic welding used in the production of the material. These patentsare at this time filed only in the Russian Federation.The principal offices of 494 UNR are located at 4, Stroitelnaya Street, Bronnitsy, Moscow District, Russian Federation 140170, telephone: (495) 771 6719. 1 Industry Background in the Russian Federation In last three years Russia has experienced an economic boom, although now the Russian economy’s growth rate is expected to slow significantly over the next year. In 2007, there was a 7.8% increase in real GDP. Russia’s residential housing market has tracked this growth driven by strong growth in real disposableincome; a comprehensive government housing program, which has envisions the construction of approximately 140 million square meters of housing annually by 2015; and decreasing household size and urbanization of the population. In 2000, residential construction growth was at an average rate of 8.7% per annum to reach 50.2 million square meters in 2006 and 60.2 million square meters in 2007.Because of the recent international liquidity crisis, there has been a decrease of demand for housing, but the Russian Government has announced measures to refinance mortgages to support the construction industry. We are participating in Presidential program 15X15 to provide former military personnel with housing andhave our development projects in key locations in Moscow and in the Moscow area.Infrastructure projects, where our product for roadbed base and banks and slopes base reinforcement is used, are still a primary focus of the Russian Government. For financing infrastructure projects in the first quarter of 2009, Gazprom, Rosneft and other large companies may issue infrastructure bonds (guaranteed bya government program).It is our view that the fundamentals of supply and demand for the type of projects in which we are primarily engaged, quality real estate and infrastructure projects in Russia, remain solid in the medium to long term, and that we have made appropriate adjustments for the recent changes in Russian real estate marketand infrastructure projects in that market.CustomersFor residential housing we have a diverse range of customers, mostly middle-class and upper middle-class families.  The wealth of Russian families has increased during last five years. There are some new customers who can buy a flat without mortgage, and the percentage of buyers utilizing mortgages is significantlylower than in the United States or the European Union. Approximately 60% of our sales in 2008 were for private customers and approximately 40% were projects for governmental entities, together with individual participants in the projects in special programs of the Russian Government designed to increase the available housing supply. We participate in Presidential programs for maintenance of residential housing. We had sales in 2008 to one residential housing customer that accounted for 14.7% of consolidated net sales in that year.For our road base product, governmental infrastructure projects accounted for approximately 80% of sales in 2008, including the construction departments of the biggest government-controlled oil and gas corporations, GAZPROM and TRANSNEFT, and approximately 20% of sales was accounted for by private entities that aresubcontractors for government infrastructure construction projects.Sales and MarketingThe sales and marketing strategy of our company is developed by our marketing department and in cooperation with internationally-known companies (for example, CBRE).  Competition The Moscow and Moscow area market of for real estate development is very large; there are more than 110 companies operating in this market. We believe that we are in the top 20 of these companies in terms of our size. In Moscow alone about five million square meters of housing is constructed annually.Intellectual PropertyWe hold a patent issued in 1999 by the Russian Agency for Patents and Trademarks for our "PRUDON-494" road base material, which is a flexible compact structure made from polymer strips, sealed to each other. When expanded, "PRUDON-494" forms a spatial cellular grid constructed of polymer strips that reinforces the dirtroad base. The  road base reinforcement that we produce is made by approximately three other companies in Russia, but we are the sole owner of the patent on this technology and plan to enforce our exclusive rights to the technology.  We believe that we are the largest supplier of this road base material in the Russian Federation.  2  Construction PracticesWe erect houses with use of special forms (timbering) for construction of the “monolithic” concrete structure directly on a building site. A monolithic building structure provides an almost "seamless" design with better insulation and soundproofing. At the same time, the structures are more durable.  Afterwe construct a monolithic concrete structure we fill in the walls of the building with bricks or concrete blocks and cover them with façade material.InsuranceWe carry social insurance for our employees and vehicle insurance for equipment owned by Company.  Required payments to the Russian government are for the governmental social fund, medical insurance and pension coverageSources of MaterialsWe obtain materials for our construction and infrastructure businesses from a number of different sources in the Russian Federation. Concrete, metals, bricks, wood and other construction materials are purchased from and delivered by Russian producers. We purchase our road base material from any one of three large petrochemicalcompanies in Russia, which are located in the European part of the Russian Federation. Usually, we use the closest producer to our production site for sources of material to reduce transportation cost.Construction Contracts In certain cases we bid through the official governmental process for the right to develop a certain project. Our contracts are generally obtained through competitive bidding in response to advertisements by federal, state and local government agencies and private parties. Less frequently, development and constructioncontracts may be obtained through direct negotiations with private owners. Our contract risk mitigation process includes identifying risks and opportunities during the bidding process, review of bids fitting certain criteria by various levels of management. We act as prime contractor on most of the construction projects we undertake. We accomplish our projects with our own resources and subcontract construction work and specialized activities such as electrical and mechanical work. As prime contractor, we are responsible for the performance of the entire contract, includingsubcontract work. Thus, we may be subject to increased costs associated with the failure of one or more subcontractors to perform as anticipated. We use design/build as a method of project delivery. Our construction contracts are typically two, or greater than two, years in duration with an average contract size approximately $45 million. BacklogOur backlog includes the total value of awarded contracts that have not been completed, including our proportionate share of unconsolidated joint venture contracts. Our backlog was approximately $1.5 billion as of November 2008.SeasonalityOur businesses are seasonal. The Winter season from December through February is a period of substantially reduced residential and other construction projects and road construction activity. Item 1A. Risk Factors. We operate solely in the Russian Federation where we are subject to economic and political uncertainties. Unexpected and adverse changes in the Russian Federation could result in project disruptions, increased costs and potential losses.     We are vulnerable to the cyclical nature of the construction business.     The demand for our services and products is dependent upon the existence of projects with engineering, procurement, construction and management needs. As a result, our past results have varied considerably and may continue to vary depending upon the demand for future projects in the industries we serve. 3 Our business is subject to fluctuations in demand in the Russian Federation and to changing domestic economic and political conditions which are beyond our control.     Operating in the Russian Federation marketplace exposes us to a number of risks including:  •  abrupt changes in government policies and regulations,          •  trade restrictions;          •  tax increases; and          •  international hostilities.     The lack of a well-developed legal system in the Russian Federation some of these countries may make it difficult to enforce our contractual rights. Enforcement of our patent rights for our road base product, for example, would be difficult and expensive in the Russian Federation. To the extent that our business is affectedby unexpected and adverse economic and political conditions, we may experience project disruptions and losses. Project disruptions and losses could significantly reduce our revenues and profits. Recent Constraints on the Availability of Credit in the Worldwide Banking System and in the Russian Federation may Affect our Results of Operations.We specialize in infrastructure supply services, and the construction of 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 in the Russian Federation.  Recentconstraints on the availability of credit in the worldwide banking system and in the Russian Republic could adversely affect construction and development projects of our customers and have a consequent adverse effect on our results of operations. As a result, we would face risks of:·  Inability of our customers to finance their development and infrastructure projects, which would  reduce the demand for our construction services and products;·  currency fluctuations resulting from economic conditions in the Russian Federation; and·  economic instability in our markets in the Russian Federation. We could face limitations on our ability to access the capital markets. Our ability to access the capital markets is subject to various factors, including general economic and/or financial market conditions. The current conditions of the financial markets have adversely affected the availability of credit and liquidity resources and our access to capital markets is more limited until stabilityre-emerges in these markets.We depend on the services of our Chairman and President and of our Chief Executive Officer and implementation of our business plan could be seriously harmed if we lost the services of either one. We depend heavily on the services of Alexei I. Kim, our Chairman and President, and of Alexei A. Kim, our Chief Executive Officer. We do not have an employment agreement with, nor do we have a “key person” life insurance policy on, either of these executives to cover our losses in the event of the death ofeither individual. There can be no assurance that these executives will remain in their management positions with us, and the loss of services of either of these two executives would disrupt our business operations, which could reduce our revenues and profits. 4  We bear the risk of cost overruns in some of our contracts. We may experience reduced profits or, in some cases, losses under these contracts if costs increase above our estimates.     Under our fixed price contracts, contract prices are established in part on cost and scheduling estimates which are based on a number of assumptions, including assumptions about future economic conditions, prices and availability of labor, equipment and materials, and other exigencies. If these estimates prove inaccurate,or circumstances change such as unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, cost of raw materials, our suppliers’ or subcontractors’ inability to perform, cost overruns may occur, and we could experience reduced profits or, in some cases, a loss for that project. Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future earnings.Projects may remain in our backlog for an extended period of time. In addition, project cancellations or scope adjustments may occur, from time to time, with respect to contracts reflected in our backlog. Backlog reductions can adversely affect the revenue and profit we actually receive from contracts reflected in ourbacklog. Finally, poor project or contract performance could also impact our profits. If we guarantee the timely completion or performance standards of a project, we could incur additional costs to cover our guarantee obligations.In some instances, if we fail to complete the project as scheduled, or if the project subsequently fails to meet guaranteed performance standards, we may be held responsible for cost impacts to the client resulting from any delay or the costs to cause the project to achieve the performance standards, generally in the formof contractually agreed-upon liquidated damages. To the extent that these events occur, the total costs of the project would exceed our original estimates and we could experience reduced profits or, in some cases, a loss for that project.The nature of our engineering and construction business exposes us to potential liability claims and contract disputes which may reduce our profits.     We have been and may in future be named as a defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects or other matters. These claims generally arise in the normal course of our business. When it is determined that we have liability, we may not be covered byinsurance or, if covered, the dollar amount of these liabilities may exceed our policy limits. Any liability not covered by our insurance, in excess of our insurance limits or, if covered by insurance but subject to a high deductible, could result in a significant loss for us, which claims may reduce our profits and cash available for operations.Our continued success requires us to hire and retain qualified personnel.     If we cannot find and keep the employees necessary to execute our contracts or to perform necessary corporate activities, it could have a material adverse impact on our business or financial results.We work in the Russian Federation where there are high security risks, which could result in harm to our employees or unanticipated costs.     Some of our services are performed in high risk locations, and we may incur substantial costs such as security costs to maintain the safety of our personnel. Moreover, despite these activities, in these locations, we cannot guarantee the safety of our personnel.It can be very difficult or expensive to obtain the insurance we need for our business operations.     As part of business operations, we maintain insurance both as a corporate risk management strategy and in order to satisfy the requirements of many of our contracts. Insurance products have become increasingly expensive and sometimes very difficult to obtain. Although we have in the past been generally able to cover ourinsurance needs, there can be no assurances that we can secure all necessary or appropriate insurance in the future.  5  Past and future environmental, safety and health regulations could impose significant additional costs on us that reduce our profits.     We are subject to numerous environmental laws and health and safety regulations. Our projects can involve the handling of hazardous and other highly regulated materials which, if improperly handled or disposed of, could subject us to civil and criminal liabilities. In addition, past activities could also have a materialimpact on us.We generally do not have long term supply contracts and are subject to price fluctuations for construction materials. Our business is heavily dependent upon construction materials, such as cement, concrete, glass, and other materials, which we purchase from third-party suppliers. We could experience shortages of raw materials due to supply, production or shipment difficulties, which could decrease our ability to supply housing to ourcustomers. We are also directly affected by increases in the costs of such raw materials. If we cannot increase prices because of competitive pressure, increased construction materials costs could reduce our profits.If we experience delays and/or defaults in customer payments, we could suffer liquidity problems or we could be unable to recover all expenditures.     Because of the nature of our contracts, at times we commit resources to projects prior to receiving payments from the customer in amounts sufficient to cover expenditures on client projects as they are incurred. Delays in customer payments may require us to make a working capital investment. If a customer defaults in makingits payments on a project in which we have devoted significant resources, it could have a material negative effect on our results of operations.We do not plan to pay cash dividends. Holders of our common stock are entitled to cash dividends when, as and if declared by the board of directors out of funds legally available for the payment of dividends. We have never paid dividends and our management does not anticipate the declaration or payments of any dividends in the foreseeable future. We intendto retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our board of directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions, and other factors. Item 1B. Unresolved Staff Comments. Not applicable. Item 2. Properties. Our corporate offices in the United States are located at 301 East Pine Street, Suite 301, Orlando, Florida, which we lease under a lease expiring October, 2009, at a monthly rental of $1,075.  Our corporate offices for our construction development operations are located at 4 Stroitelnaya St., Bronitsy, MoscowDistrict, Russia 141070, where we own approximately 1,692 square meters of office space.  The Company also maintains a sales office in Moscow under a lease expiring December 31, 2009 at a monthly rental of approximately $14,000.  We believe that our existing facilities are adequate to support our existing operations and that, if needed, we will be able to obtain suitable additional facilities on commercially reasonable terms. Item 3. Legal Proceedings. None. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable.  6  PART II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Our shares of common stock are traded on OTCBB under the symbol “PVHI.” The following table sets forth, for the periods indicated, the high and low bid prices of our common stock, as reported in published financial sources.  Quotations reflect inter-dealer prices, without retail mark-up, mark-down,commission, and may not represent actual transactions.  All amounts have been adjusted to reflect the one for thirty reverse stock split effected in August 10, 2007.Fiscal Year Ended December 31, 2009 High  Low Quarter ended March 31, 2009 $3.48  $2.00 Fiscal Year Ended December 31, 2008        Quarter ended December 31, 2008 $1.80  $1.00 Quarter ended September 30, 2008  3.50   1.10 Quarter ended June 30, 2008  4.50   1.05 Quarter ended March 31, 2008  5.10   1.75 Fiscal Year Ended December 31, 2007        Quarter Ended December 31, 2007  2.25   2.25 Quarter Ended September 30, 2007  2.50   2.48 Quarter Ended June 30, 2007  0.06   0.06 Quarter Ended March 31, 2007  0.13   0.13 Fiscal Year Ended December 31, 2006 High  Low Quarter ended December 31, 2006  0.97   0.46 Quarter Ended September 30, 2006  1.16   0.59 Quarter Ended June 30, 2006  1.47   1.00 Quarter Ended March 31, 2006  3.00   1.93  Holders As of December 1, 2008, there were 425 holders of record of our common stock. Dividends We have never declared or paid any cash dividends on our common stock, and we do not anticipate paying cash dividends in the foreseeable future.  Our current policy is to retain any earnings to finance our future development and growth.  We may reconsider this policy from time to time in light of conditionsthen existing, including our earnings performance, financial condition and capital requirements.  Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors deems relevant. Securities Authorized for Issuance Under Equity Compensation Plans We do not currently have any type of equity compensation plan for our employees, officers or directors.  7  Item 6. Selected Financial Data. The following selected financial data has been derived from our audited financial statements and should be read in conjunction with such financial statements included herein.     Year Ended December 31,      2008 (As restated)    2007  Statement of operations data:          Operating revenues  $89,295,478    $93,896,791  Income from operations    17,612,890      10,844,759  Net Earnings    9,826,522      6,134,950  Basic and Diluted Earnings per Share  $0.42      0.30                    Balance sheet data:                Total assets  $110,284,487    $94,196,236  Liabilities—Notes Payable    18,365,007      23,255,097   Item 7. 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, statementscontaining 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.OverviewThroughout this report, the terms “we,” “us,” “our,” “Promotora Valle Hermoso”, “Promotora” and “our Company” refer to Promotora Valle Hermoso, Inc., a Colorado corporation, and, unless the context indicates otherwise, includes our subsidiaries. Prior to August 5, 2008, we were engaged in the housing business in the Republic of Ecuador.  Effective March 24, 2008, we entered into an Acquisition Agreement (the “Agreement”) with stockholders of OJSC “494 UNR”, a  corporation incorporated under the laws of the Russian Federation(“494 UNR”), providing for the acquisition by the Company of 66.83% of all of the outstanding shares of common and preferred stock of 494 UNR.   At the closing under the Agreement on August 5, 2008, we issued 20,500,000 shares of our common stock to the controlling stockholder of 494 UNR. The Agreement provided for resignation at closing of the Company’s officers and directors and the appointment of new officers and a new Board of Directors, as well as for the sale of the Company’sexisting business to former management. For accounting purposes, the Acquisition Agreement has been treated as a recapitalization of 494 UNR (now a 68.83% owned subsidiary of the Company) as the acquirer. The financial statements prior to August 5, 2008 are those of 494 UNR.494 UNR is a construction and development company with its principal offices located in Bronnitsy (Moscow region), Russian Federation. 494 UNR operates primarily in the Moscow region of the Russian Federation and 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. 8  Recent DevelopmentsRecent 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 have a consequent adverse effect on our revenues and results of operations.  In addition, the number ofcustomers for residential units in our projects has decreased because of decrease in general purchasing power. We do not see any risks in our disposing of inventory, but the time period for turn over of inventory has increased. Results of OperationsYear Ended December 31, 2008 Compared to Year Ended December 31, 2007 REVENUES. Total revenues for the year ended December 31, 2008, decreased to $89.3 million, or 4.4 %, as compared to $93.4 million during the comparable period of 2007. The decrease was a result of a significant decrease in road base product revenues, from $43.0 million to $16.4 million, representing lower demand inthe road/infrastructure construction market  of our road base product,  offset by an increase in home building revenues, from $50.1 million to $72.9 million, representing higher sales of apartments from completed construction projects.The Company’s businesses are seasonal. The winter season from December through February is a period of substantially reduced residential and other construction projects and road construction activity.COST OF SALES. Cost of sales decreased by $13.9 million, or 17.6%, to $65.2 million for the year ended December 31, 2008, from $79.1 million for the comparable period in 2007. This decrease was primarily due to substantially lower cost of sales of our road base product.  Cost of sales of road baseproducts decreased approximately $23.1 million due to the decrease in demand during 2008.  Cost of sales increased approximately $9.2 million for home building due primarily to an increase in sales of apartments.  Cost of sales as a % of sales has decreased 14% from 2007 to 2008. The Company attributes this decrease primarily to decreases in building construction costs allocated to completed sales and higher unit prices of sales contracts.SELLING, GENERAL AND ADMINISTRATIVE COSTS.  Selling, general and administrative costs increased by approximately $2.9 million , to $6.4 million for the year ended December 31, 2008 from $3.9 million in 2007. The Company attributes the increase primarily to the write off and reserve for bad debts of approximately $1.2 million,increases in payroll costs of approximately of $.5 million, and other related expenses (professional fees and travel expenses) in connection with the Company’s SEC compliance obligations.  INCOME FROM OPERATIONS. Income from operations increased by approximately $6.7 million, from $10.9 million for the year ended December 31, 2007 compared to $17.6 million for the year ended December 31, 2008, primarily due to the increase in home buildings gross margins offset by decreases in road base product operations.  Roadbase product operations contributed approximately $5.2 million in 2008 compared to $8.7 million in 2007.   Home building operations contributed $12.4 million in 2008 as compared to an operating profit of approximately $2.1 million in 2007.OTHER INCOME. Other income increased from $1.2 million for the year ended December 31, 2007 to $2.1 million for the year ended December 31, 2008, primarily due to the increase from net rental income during 2008 from rental agreements entered into during 2008 in connection with the rental of various buildings and equipment. OTHER EXPENSE. The Company incurred a foreign currency transaction loss during the year ended December 31, 2008 of approximately $0.2 million in connection of repaying loans not in the functional currency of the Company’s subsidiary. PROVISION FOR INCOME TAXES.  Provision for income taxes increased from $2.9 million for the year ending December 31, 2007 to $4.8 million for the year ending December 31, 2008.  The increase in the provision is primarily attributable to the increase in net income during 2008.NET EARNINGS. Net earnings increased by $3.7 million, to $9.8 million for the year ended December 31, 2008, from $6.1 million for the comparable period in 2007, primarily due to the Company’s increase in revenues in the home building segment, a decrease in the cost of sales resulting in higher gross margins in thehome building segment offset by a decrease in revenues from its road base product segment, increases in selling, general and administrative expenses and a foreign currency transaction loss of $0.2 million. 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 until 2010.  As to our road base product, we expect a stable level of sales in 2009 as compared with 2008 revenue despite the decreasein revenue for the first quarter of 2009, although there is no assurance that this will be the case.  The economic downturn should not affect this segment to the same extent that it may affect the Company’s home building segment.  9  Liquidity and Financial Resources The Company had a working capital surplus of approximately $22.2 million and stockholders’ equity of approximately $13.5 million as of December 31, 2008.  During the year ended December 31, 2008, the Company had net borrowings of approximately $(3.3) million.  Cash and cash equivalents increasedapproximately $9.7 million for the year ended December 31, 2008.  The increase is primarily attributable to $14.3 million from operating activities (primarily $14.7 million from net earnings) offset, in part, by payments on borrowings exceeding proceeds from borrowings of approximately $3.3 million and approximately $0.4 million of purchases of equipment. Accounts receivable, net of allowances, were $9.3 million at December 31, 2008, as compared to $6.3 million at December 31, 2007. The increase in accounts receivable is primarily due to an increase inhome building revenue in the fourth quarter of 2008 offset, in part, by a reserve for doubtful accounts of $500,000 established in 2008 and the write-off of approximately $700,000 in bad debts during 2008. Inventories were $83.7 million as of December 31, 2008 as compared to $80.0 million as of December 31, 2007 due primarily to an increase of $7.3 million of unsold projects under development offset by a decrease of $3.0 million of advancepayments to contractors. Accounts payable and accrued liabilities were $1.0 million at December 31, 2008 as compared to $3.0 million at December 31, 2007 as a result of prompt payments during the fourth quarter of 2008. Customer deposits were $61.2 million at December 31, 2008 as compared to $53.0 million at December 31, 2007. The increase is primarily due increase in progress payments made by customers. The Company believes the sources of cash are sufficient to meet the overhead needs of the Company in 2009 including the liquidation of its short term debt.  In January and February 2009, the Company liquidated $6.8 million of matured debt.   The Company expects to eliminate debt of approximately$8.9 million in June 2009 through cash flow from operations and refinancing the debt with another financial institution. The Company expects to continue its sales of properties during 2009 but at a slower pace due to economic conditions. The global economic slowdown should not have a material effect on outstanding accounts receivable collections based on collections through the first quarter of 2009. However, to build out and complete scheduled projects, the Company will require significant additional financing. The sources of liquidity are a broad range of financial institutions in the Russian Federation, Japan, the United States and Europe, including banks, private equity funds and investment banks. The Company is also in negotiations with the government in the Russian Federation for either possible financing or the constructionof additional apartment units for the government. The financial markets financing the Company’s construction projects have become much more difficult to obtain with the global liquidity crisis still in effect.  The Company does not have any firm commitments as of this date and there is no assurance that the Company will be able to arrange required financing for its residential and other construction projects.  The Company may be forced to delay such projects until financing is obtained.  TheCompany has arranged financing in the past with these institutions and believes financing will be obtainable in the near future.Critical Accounting PoliciesThe Securities and Exchange Commission recently issued "Financial Reporting Release No.  60 Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosures, discussion and commentary on those accounting policies considered most criticalto its business and financial reporting requirements.  FRR 60 considers an accounting policy to be critical if it is important to the 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 the Company's significant accounting policies, including the critical accounting policies discussed below, please refer to the accompanying notes to the financial statements. The Company assesses potential impairment of its long-lived assets, which include its property and equipment and its identifiable intangibles such as deferred charges under the guidance of SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (“SFAS 144”). The Company must continually determineif a permanent impairment of its 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 identificationmethods. 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 SFAS 144, 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  thereare identifiable cash flows. As such, we evaluate inventories for impairment at the individual level, the lowest level of discrete cash flows that we measure.  10  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. 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. Localmarket-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 priceour 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 increasein 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. Dueto 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 determinethe 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 estimatesin 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 ofthat lot, an additional impairment charge will be specifically allocated to such lot.  As of December 31, 2008 and 2007, the Company has 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, there is no current impairment issues that will affect current operations.  11  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 otherthings, 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. 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 changesin 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 generallynot significant in comparison to the total costs written off. NEW FINANCIAL ACCOUNTING STANDARDSIn September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which enhances existing guidance for measuring assets and liabilities using fair value.  This Standardprovides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.    In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Dateof SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets andnonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. See Note 3 of Notes to Consolidated Financial Statements for disclosures related to the Company’s financial assets accounted for at fair value on a recurring or nonrecurring basis.  The Company will provide the additional disclosuresrequired relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities when it completes its implementation of SFAS No. 157.  The Company completed its implementation of SFAS No. 157 effective January 1, 2009, and it did not have a material impact on its financial statements. In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) “The Fair Value Option for Financial Assets and Financial Liabilities”, providing companies with an option to report selected financial assets and liabilities at fair value.  The Standard’s objective is to reduce bothcomplexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently.  It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  SFAS No. 159 did not have a material impact on its financial statements. In December 2007, the FASB issued SFAS 141(R), which replaces SFAS 141 “Business Combinations”.  This Statement is intended to improve the relevance, completeness and representational faithfulness of the information provided in financial reportsabout the assets acquired and the liabilities assumed in a business combination.  This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement.  Under SFAS 141(R), acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generallybe expensed as incurred.  That replaces SFAS 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.  SFAS 141(R) shall be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual report period beginning on or after December 15, 2008.  TheCompany completed its implementation of SFAS No. 141(R) effective January 1, 2009, and it did not have a material impact on its financial statements.  12  In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statementsof nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 162on its financial statements.In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements - An amendment of ARB No. 51” (“SFAS 160”).  SFAS 160 establishes new accounting and reporting standardsfor the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  Specifically, this statement requires the recognition of non-controlling interests (minority interest) as equity in the consolidated financial statements and separate from parent’s equity.  The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement.  SFAS 160 clarifies that changes in a parent’sownership in a subsidiary that does not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.  In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated.  Such gain or loss will be measured using the fair value of the non-controlling equity investment of the deconsolidation date.  SFAS 160 also includes expanded disclosure requirements regarding the interest of theparent and its non-controlling interest.  SFAS 160 is effective for fiscal years, and interim periods other than fiscal years, beginning on or after December 15, 2008.  The Company completed its implementation of SFAS No. 160 effective January 1, 2009, and it did have a material impact on the Company's Consolidated Balance Sheet. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are primarily exposed to foreign currency risk, interest rate risk and credit risk.     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 engage in financial transactions for trading or speculative purposes.     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 thatthere is not a material risk exposure to our short term investments.     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 the adverse effects of collection risks. As a result we do not anticipate anymaterial losses in this area. 13  Item 8. Financial Statements and Supplementary Data.

----

|                                                                                                            | Page       |
|-----------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                            |       |
| Report of Independent Registered Public Accounting Firm                                                         | F-1        |
|                                                                                                            |       |
| Consolidated Balance Sheets at December 31, 2008 and 2007                                                       | F-2        |
|                                                                                                            |       |
| Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007                            | F-3        |
|                                                                                                            |       |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2008 and 2007        | F-4        |
|                                                                                                            |       |
| Consolidated Statements of Stockholders’ Equity for the Years Ended  December 31, 2008 and 2007 |  F-5  |
|                                                                                                            |       |
| Consolidated Statement of Cash Flows for the Years Ended December 31, 2008 and 2007                             | F-6 - F-7  |
|                                                                                                            |       |
| Notes to Consolidated Financial Statements                                                                      | F-8 - F-30 |

----

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY                                         |   |
|--------------------------------------------------------------------------------------|--------|
| CONSOLIDATED BALANCE SHEETS                                                          |   |
|                                                                                 |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |
|                                                                                 |   | December 31, |   |   | December 31, |   |
|                                                                                 |   | 2008 (As restated) |   |   | 2007 (As restated) |   |
| ASSETS                                                                               |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |
| Cash and cash equivalents                                                            |   | $ | 16,430,669 |   |   | $ | 6,736,680 |   |
| Inventories                                                                          |   |   | 83,699,178 |   |   |   | 79,961,779 |   |
| Receivables - net of allowance for doubtful accounts                                 |   |   |   |   |   |   |   |   |
| of $500,000 and $-0-                                                                 |   |   | 9,310,625 |   |   |   | 6,315,677 |   |
| Property, plant and equipment - net                                                  |   |   | 678,147 |   |   |   | 983,565 |   |
| Other assets                                                                         |   |   | 165,868 |   |   |   | 198,535 |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| TOTAL ASSETS                                                                         |   | $ | 110,284,487 |   |   | $ | 94,196,236 |   |
|                                                                                 |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| LIABILITIES AND EQUITY                                                               |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| Notes payable                                                                        |   | $ | 18,365,007 |   |   | $ | 23,255,097 |   |
| Accounts payable and other liabilities                                               |   |   | 957,256 |   |   |   | 3,001,535 |   |
| Customer deposits                                                                    |   |   | 61,913,672 |   |   |   | 53,099,782 |   |
| Deferred income taxes                                                                |   |   | 6,974,741 |   |   |   | 3,459,820 |   |
| Total Liabilities                                                                    |   |   | 88,210,676 |   |   |   | 82,816,234 |   |
|                                                                                 |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| Commitments and Contingencies                                                        |   |   | - |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| Equity:                                                                              |   |   |   |   |   |   |   |   |
| Promotora Valle Hermoso, Inc. and Subsidiary Stockholders' Equity:                   |   |   |   |   |   |   |   |   |
| Common stock, $0.001 par value; authorized 100,000,000                               |   |   |   |   |   |   |   |   |
|    shares; outstanding 24,464,799 and 20,500,000 shares, respectively |   |   | 24,465 |   |   |   | 20,500 |   |
| Paid-in capital                                                                      |   |   | 99,579 |   |   |   | 99,579 |   |
| Retained earnings                                                                    |   |   | 17,195,878 |   |   |   | 7,373,321 |   |
| Accumulated other comprehensive loss                                                 |   |   | (3,840,847 | ) |   |   | 169,103 |   |
| Total Promotora Valle Hermoso, Inc. and Subsidiary Stockholders' Equity              |   |   | 13,479,075 |   |   |   | 7,662,503 |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| Noncontrolling interest                                                              |   |   | 8,594,736 |   |   |   | 3,717,499 |   |
| Total Equity                                                                         |   |   | 22,073,811 |   |   |   | 11,380,002 |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES AND EQUITY                                                         |   | $ | 110,284,487 |   |   | $ | 94,196,236 |   |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY      |   |
|---------------------------------------------------|--------|
| CONSOLIDATED STATEMENT OF OPERATIONS              |   |
|                                              |   |   |   |   |   |   |
|                                              |   |   |   |   |   |   |
|                                              |   | For the Years Ended |   |
|                                              |   | December 31, |   |
|                                              |   | 2008 (As restated) |   |   | 2007 |   |
|                                              |   |   |   |   |   |   |
| Revenues:                                         |   |   |   |   |   |   |
| Home building                                     |   | $ | 72,930,202 |   |   | $ | 50,900,066 |   |
| Road base product                                 |   |   | 16,365,276 |   |   |   | 42,996,725 |   |
|                                              |   |   | 89,295,478 |   |   |   | 93,896,791 |   |
|                                              |   |   |   |   |   |   |   |   |
| Costs and expenses:                               |   |   |   |   |   |   |   |   |
| Cost of sales                                     |   |   | 65,260,260 |   |   |   | 79,185,231 |   |
| Selling, general and administrative costs         |   |   | 6,422,328 |   |   |   | 3,866,801 |   |
|                                              |   |   | 71,682,588 |   |   |   | 83,052,032 |   |
|                                              |   |   |   |   |   |   |   |   |
| Income from operations                            |   |   | 17,612,890 |   |   |   | 10,844,759 |   |
| Other income expense:                             |   |   |   |   |   |   |   |   |
| Foreign currency transaction loss                 |   |   | (166,337 | ) |   |   | - |   |
| Other income (principally rental income)          |   |   | 2,091,404 |   |   |   | 1,234,103 |   |
|                                              |   |   | 1,925,067 |   |   |   | 1,234,103 |   |
|                                              |   |   |   |   |   |   |   |   |
| Income before provision for income taxes          |   |   | 19,537,957 |   |   |   | 12,078,862 |   |
|                                              |   |   |   |   |   |   |   |   |
| Provision for income taxes                        |   |   | 4,834,198 |   |   |   | 2,898,927 |   |
|                                              |   |   |   |   |   |   |   |   |
| Net earnings                                      |   |   | 14,703,759 |   |   |   | 9,179,935 |   |
|                                              |   |   |   |   |   |   |   |   |
| Less: Net income attributable to the              |   |   |   |   |   |   |   |   |
| noncontrolling interest                           |   |   | 4,877,237 |   |   |   | 3,044,985 |   |
|                                              |   |   |   |   |   |   |   |   |
| Net earnings attributable to Promotora            |   |   |   |   |   |   |   |   |
| Valle Hermoso Inc. and Subsidiary                 |   | $ | 9,826,522 |   |   | $ | 6,134,950 |   |
|                                              |   |   |   |   |   |   |   |   |
| Earnings per share - basic and diluted:           |   |   |   |   |   |   |   |   |
| Earnings per common share attributable to         |   |   |   |   |   |   |   |   |
| Promotora Valle Hermoso, Inc. and Subsidiary      |   |   |   |   |   |   |   |   |
| common shareholders                               |   | $ | 0.42 |   |   | $ | 0.30 |   |
|                                              |   |   |   |   |   |   |   |   |
| Weighted average common shares                    |   |   |   |   |   |   |   |   |
| outstanding - basic and diluted                   |   |   | 23,552,352 |   |   |   | 20,500,000 |   |
|                                              |   |   |   |   |   |   |   |   |
| Amounts attributable to Promotora Valle           |   |   |   |   |   |   |   |   |
| Hermoso, Inc. and Subsidiary common shareholders: |   |   |   |   |   |
| Net earnings                                      |   | $ | 9,826,522 |   |   | $ | 6,134,950 |   |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY        |   |
|-----------------------------------------------------|--------|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME      |   |
|                                                |   |   |   |   |   |   |
|                                                |   |   |   |   |   |   |
|                                                |   |   |   |   |   |   |
|                                                |   | Years Ended |   |
|                                                |   | December 31, |   |
|                                                |   | 2008 (As restated) |   |   | 2007 (As restated) |   |
|                                                |   |   |   |   |   |   |
| Net earnings                                        |   | $ | 14,703,759 |   |   | $ | 9,179,935 |   |
|                                                |   |   |   |   |   |   |   |   |
| Other comprehensive income (loss) - net of tax:     |   |   |   |   |   |   |   |   |
| Currency translation adjustment                     |   |   | (4,009,950 | ) |   |   | 122,471 |   |
|                                                |   |   |   |   |   |   |   |   |
| Comprehensive income                                |   |   | 10,693,809 |   |   |   | 9,302,406 |   |
|                                                |   |   |   |   |   |   |   |   |
| Comprehensive income attributable to noncontrolling |   |   |   |   |   |   |   |   |
|   interest                                |   |   | (3,671,148 | ) |   |   | (3,085,608 | ) |
|                                                |   |   |   |   |   |   |   |   |
| Comprehensive income attributable to Promotora      |   |   |   |   |   |   |   |   |
|   Valle Hermoso, Inc. and Subsidiary      |   | $ | 7,022,661 |   |   | $ | 6,216,798 |   |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY |   |
|----------------------------------------------|--------|
| CONSOLIDATED STATEMENT OF EQUITY             |   |
| DECEMBER 31, 2008                            |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Accumulated |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Other |   |   |   |   |
|                                         |   |   |   |   | Comprehensive |   |   | Common Stock |   |   | Paid-In |   |   | Retained |   |   | Comprehensive |   |   | Noncontrolling |   |
|                                         |   | TOTAL |   |   | Income |   |   | No of shares |   |   | Amount |   |   | Capital |   |   | Earnings |   |   | Income (Loss) |   |   | Interests |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, January 1, 2007                     |   | $ | 2,077,596 |   |   |   |   |   |   | 20,500,000 |   |   | $ | 20,500 |   |   | $ | 99,579 |   |   | $ | 1,238,371 |   |   | $ | 46,632 |   |   | $ | 672,514 |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of recapitalization                   |   |   | - |   |   |   |   |   |   | - |   |   |   | - |   |   |   |   |   |   |   | - |   |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                 |   |   | 9,179,935 |   |   | $ | 9,179,935 |   |   |   |   |   |   |   |   |   |   |   | - |   |   |   | 6,134,950 |   |   |   | - |   |   |   | 3,044,985 |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment              |   |   | 122,471 |   |   |   | 122,471 |   |   |   |   |   |   |   |   |   |   |   | - |   |   |   |   |   |   |   | 122,471 |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Unrealized foreign translation loss          |   |   | - |   |   |   | - |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | - |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income                         |   |   |   |   |   | $ | 9,302,406 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2007 (As restated)     |   |   | 11,380,002 |   |   |   |   |   |   |   | 20,500,000 |   |   |   | 20,500 |   |   |   | 99,579 |   |   |   | 7,373,321 |   |   |   | 169,103 |   |   |   | 3,717,499 |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of recapitalization                   |   |   | - |   |   |   |   |   |   |   | 3,964,799 |   |   |   | 3,965 |   |   |   |   |   |   |   | (3,965 | ) |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                 |   |   | 14,703,759 |   |   | $ | 14,703,759 |   |   |   |   |   |   |   |   |   |   |   | - |   |   |   | 9,826,522 |   |   |   | - |   |   |   | 4,877,237 |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment              |   |   | (4,009,950 | ) |   |   | (4,009,950 | ) |   |   |   |   |   |   |   |   |   |   | - |   |   |   |   |   |   |   | (4,009,950 | ) |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income                         |   |   |   |   |   | $ | 10,693,809 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2008 (As restated)     |   | $ | 22,073,811 |   |   |   |   |   |   |   | 24,464,799 |   |   | $ | 24,465 |   |   | $ | 99,579 |   |   | $ | 17,195,878 |   |   | $ | (3,840,847 | ) |   | $ | 8,594,736 |   |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY        |   |
|-----------------------------------------------------|--------|
| CONSOLIDATED STATEMENT OF CASH FLOWS                |   |
|                                                |   |   |   |   |   |   |
|                                                |   | For the Years Ended |   |
|                                                |   | December 31, |   |
|                                                |   | 2008 (As restated) |   |   | 2007 (As restated) |   |
|                                                |   |   |   |   |   |   |
| Cash flows from operating activities:               |   |   |   |   |   |   |
| Net earnings                                        |   | $ | 14,703,759 |   |   | $ | 9,179,935 |   |
|                                                |   |   |   |   |   |   |   |   |
| Adjustments to reconcile net earnings to net cash   |   |   |   |   |   |   |   |   |
|   used in operating activities:           |   |   |   |   |   |   |   |   |
| Depreciation                                        |   |   | 64,355 |   |   |   | 74,220 |   |
| (Gain) on sale of property, plant and equipment     |   |   | (124,409 | ) |   |   | 1,386 |   |
| Deferred income taxes                               |   |   | 4,759,178 |   |   |   | 3,014,093 |   |
| Change in operating assets and liabilities          |   |   | (5,073,488 | ) |   |   | (23,552,994 | ) |
| Net cash provided by (used in) operating activities |   |   | 14,329,395 |   |   |   | (11,283,360 | ) |
|                                                |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:               |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment           |   |   | (350,105 | ) |   |   | (709,159 | ) |
|                                                |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:               |   |   |   |   |   |   |   |   |
| Proceeds from borrowings                            |   |   | 20,898,496 |   |   |   | 16,246,004 |   |
| Repayment of loans                                  |   |   | (24,135,413 | ) |   |   | (12,832,944 | ) |
| Net cash provided by (used in) financing activities |   |   | (3,236,917 | ) |   |   | 3,413,060 |   |
|                                                |   |   |   |   |   |   |   |   |
| Effect of exchange rate changes on cash             |   |   | (1,108,438 | ) |   |   | (456,659 | ) |
|                                                |   |   |   |   |   |   |   |   |
| Net increase (decrease) in cash                     |   |   | 9,693,989 |   |   |   | (9,027,832 | ) |
|                                                |   |   |   |   |   |   |   |   |
| Cash - beginning of period                          |   |   | 6,736,680 |   |   |   | 15,764,512 |   |
|                                                |   |   |   |   |   |   |   |   |
| Cash - end of period                                |   | $ | 16,430,669 |   |   | $ | 6,736,680 |   |
|                                                |   |   |   |   |   |   |   |   |
|  Changes in operating assets                   |   |   |   |   |   |   |   |   |
|   and liabilities consist of:             |   |   |   |   |   |   |   |   |
| (Increase) in accounts receivable                   |   | $ | (4,080,948 | ) |   | $ | 3,251,721 |   |
| (Increase) in inventories                           |   |   | (6,762,151 | ) |   |   | (44,208,396 | ) |
| Increase in customer deposits                       |   |   | 7,813,890 |   |   |   | 17,099,075 |   |
| Increase in accounts payable and                    |   |   |   |   |   |   |   |   |
|   other liabilities                       |   |   | (2,044,279 | ) |   |   | 304,606 |   |
|                                                |   | $ | (5,073,488 | ) |   | $ | (23,552,994 | ) |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY     |   |                |      |   |
|--------------------------------------------------|--------|---------------------|-----------|--------|
| CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) |   |                |      |   |
|                                             |   |                |      |   |   |   |
|                                             |   |                |      |   |   |   |
|                                             |   | For the Years Ended |      |
|                                             |   | December 31,        |      |
|                                             |   | 2008 (As restated)  |      |   | 2007 (As restated) |   |
|                                             |   |                |      |   |   |   |
| Supplementary Information:                       |   |                |      |   |   |   |
| Cash paid during the period for                  |   |                |      |   |   |   |
| Interest                                         |   | $                   | 2,877,310 |   |   | $ | 1,754,285 |   |
| Income taxes                                     |   | $                   | 75,020    |   |   | $ | 153,140 |   |
|                                             |   |                |      |   |   |   |   |   |
|                                             |   |                |      |   |   |   |   |   |
| Non-cash investing activities:                   |   |                |      |   |   |   |   |   |
| Services rendered in lieu of proceeds from       |   |                |      |   |   |   |   |   |
|  the sale of plant, property and equipment  |   | $                   | 674,932   |   |   | $ | - |   |

----

RO
MOTORA VALLE HERMOSO, INC. AND SUBSIDIARY

| 1.   | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|----------------|------------------------------------------------------------------------|

----

----

----

----

|                                      |   | Year End     |      |
|-------------------------------------------|--------|--------------|-----------|
|                                      |   | December 31, |      |
|                                      |   | 2008         |      |   | 2007 |   |
| Interest capitalized at beginning of year |   | $            | 4,465,976 |   |   | $ | 1,993,524 |   |
| Plus interest incurred                    |   |         | 2,038,255 |   |   |   | 2,472,452 |   |
| Less cost of sales interest expense       |   |         | -         |   |   |   | - |   |
| Less other interest expense               |   |         | -         |   |   |   | - |   |
|                                      |   |         |      |   |   |   |   |   |
| Interest capitalized at end of year       |   | $            | 6,504,231 |   |   | $ | 4,465,976 |   |

----

----

----

| Classification                      |   | Expected Useful Lives |
|-------------------------------------|--------|-----------------------|
|                                |   |                  |
| Buildings and building improvements |   | 7-30 years            |
| Transportation equipment            |   | 5-15 years            |
| Equipment                           |   | 5-10 years            |

----

|                                                                                                                                              |   | December 31,       |       |
|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|------------|
|                                                                                                                                              |   | 2008 (As restated) |       |   | 2007 (As restated) |   |
| Unsold projects under development                                                                                                                 |   |               | 71,330,736 |   |   |   | 63,955,124 |   |
|                                                                                                                                              |   |               |       |   |   |   | . |   |
| Raw materials - home building                                                                                                                     |   |               | 380,517    |   |   |   | 343,144 |   |
|                      - road base product |   |               | 1,989,155  |   |   |   | 2,660,855 |   |
|                                                                                                                                              |   |               |       |   |   |   |   |   |
| Advance payments to contractors                                                                                                                   |   |               | 9,998,770  |   |   |   | 13,002,656 |   |
|                                                                                                                                              |   | $                  | 83,699,178 |   |   | $ | 79,961,779 |   |

----

|                                                           |   | December 31, |       |
|----------------------------------------------------------------|--------|--------------|------------|
|                                                           |   | 2008         |       |   | 2007 |   |
| Note payable to OJSC Ros Der Bank,                             |   | $            | 8,103,614  |   |   | $ | 2,400,000 |   |
|   interest @ 14%, due November 18, 2008              |   |         |       |   |   |   |   |   |
|   and extended to February 2009.  The note |   |         |       |   |   |   |   |   |
|   was repaid in full in February 2009. (b)           |   |         |       |   |   |   |   |   |
|                                                           |   |         |       |   |   |   |   |   |
| Note payable to OJSC Siberbank of RF,                          |   |         | -          |   |   |   | 6,829,092 |   |
|   interest @ 14%, matured February 20, 2008          |   |         |       |   |   |   |   |   |
|                                                           |   |         |       |   |   |   |   |   |
| Note payable to OJSC Siberbank of RF,                          |   |         | 10,210,889 |   |   |   | - |   |
|   interest @ 12.75%, due June 2009                   |   |         |       |   |   |   |   |   |
|                                                           |   |         |       |   |   |   |   |   |
| Notes payable to Dunchoille Holdings Limited,                  |   |         | -          |   |   |   | 14,026,005 |   |
|   interest @ 10% due December 31, 2007.              |   |         |       |   |   |   |   |   |
|   The notes were paid in full in July 2008.          |   |         |       |   |   |   |   |   |
|   Interest in the amount of $718,167 has             |   |         |       |   |   |   |   |   |
|   been earned as of December 31, 2007 (a)            |   |         |       |   |   |   |   |   |
|                                                           |   |         |       |   |   |   |   |   |
| Note payable to officer, interest free,                        |   |         |       |   |   |   |   |   |
|   due on demand                                      |   |         | 50,504     |   |   |   | - |   |
|                                                           |   | $            | 18,365,007 |   |   | $ | 23,255,097 |   |

| Year ending December 31, 2009 |   |   | $ | 18,365,007 |   |
|-------------------------------|--------|--------|---|------------|--------|

----

|                |   | December 31,       |      |
|---------------------|--------|--------------------|-----------|
|                |   | 2008 (As restated) |      |   | 2007 |   |
| Current:            |   |               |      |   |   |   |
|   Federal |   | $                  | -         |   |   | $ | - |   |
|   Foreign |   |               | 75,020    |   |   |   | 43,921 |   |
|                |   |               | 75,020    |   |   |   | 43,921 |   |
| Deferred:           |   |               |      |   |   |   |   |   |
|   Federal |   |               | -         |   |   |   | - |   |
|   Foreign |   |               | 4,759,178 |   |   |   | 2,855,006 |   |
|                |   |               | 4,759,178 |   |   |   | 2,855,006 |   |
|                |   | $                  | 4,834,198 |   |   | $ | 2,898,927 |   |

|                                            |   | December 31,       |       |
|-------------------------------------------------|--------|--------------------|------------|
|                                            |   | 2008 (As restated) |       |   | 2007 |   |
| Tax provision (benefit) computed at             |   |               |       |   |   |   |
|   the federal statutory rate of 34%   |   | $                  | 6,642,905  |   |   | $ | 4,106,813 |   |
|                                            |   |               |       |   |   |   |   |   |
|                                            |   |               |       |   |   |   |   |   |
| Decrease in taxes resulting from different      |   |               |       |   |   |   |   |   |
|   tax rates and permanent differences |   |               |       |   |   |   |   |   |
|   applicable to foreign operations    |   |               | (1,808,707 | ) |   |   | (1,207,886 | ) |
|                                            |   |               |       |   |   |   |   |   |
|                                            |   | $                  | 4,834,198  |   |   | $ | 2,898,927 |   |

----

|                                               |   | December 31, |      |
|----------------------------------------------------|--------|--------------|-----------|
|                                               |   | 2008         |      |   | 2007 |   |
|                                               |   | Tax Effect   |      |   | Tax Effect |   |
| Deferred Tax Liabilities - Current                 |   |         |      |   |   |   |
|  Income on books not reflected on tax returns |   | $            | 6,974,741 |   |   | $ | 3,459,820 |   |

|                                          |   | 2008   |      |   | 2007   |   |
|-----------------------------------------------|--------|--------|-----------|--------|--------|--------|
| Balance at beginning of year                  |   | $      | 3,717,499 |   |   | $      | 672,514 |   |
|                                          |   |   |      |   |   |   |   |   |
| Noncontrolling interest  share of income |   |   | 4,877,237 |   |   |   | 3,044,985 |   |
|                                          |   |   |      |   |   |   |   |   |
| Balance at end of year                        |   | $      | 8,594,736 |   |   | $      | 3,717,499 |   |

----

|                                                       |   | 2008   |       |   | 2007   |   |
|------------------------------------------------------------|--------|--------|------------|--------|--------|--------|
| Net sales:                                                 |   |   |       |   |   |   |
| Home building                                              |   | $      | 72,930,202 |   |   | $      | 50,900,066 |   |
| Road base product                                          |   |   | 16,365,276 |   |   |   | 42,996,725 |   |
|                                                       |   | $      | 89,295,478 |   |   | $      | 93,896,791 |   |
|                                                       |   |   |       |   |   |   |   |   |
| Income from operations:                                    |   |   |       |   |   |   |   |   |
| Home building                                              |   | $      | 12,387,513 |   |   | $      | 2,098,038 |   |
| Road base product                                          |   |   | 5,225,377  |   |   |   | 8,746,721 |   |
|                                                       |   | $      | 17,612,890 |   |   | $      | 10,844,759 |   |
|                                                       |   |   |       |   |   |   |   |   |
| Capital expenditures:                                      |   |   |       |   |   |   |   |   |
| Home building                                              |   | $      | 350,105    |   |   | $      | 107,112 |   |
| Road base product                                          |   |   | -          |   |   |   | - |   |
|                                                       |   | $      | 350,105    |   |   | $      | 107,112 |   |
|                                                       |   |   |       |   |   |   |   |   |
| (1) Does not include capital expenditures of $602,047      |   |
| in 2007 relating to rental properties.                     |   |   |       |   |   |
|                                                       |   |   |       |   |   |   |   |   |
| Depreciation expense:                                      |   |   |       |   |   |   |   |   |
| Home building                                              |   | $      | 47,259     |   |   | $      | 16,272 |   |
| Road base product                                          |   |   | -          |   |   |   | - |   |
|                                                       |   | $      | 47,259     |   |   | $      | 16,272 |   |
|                                                       |   |   |       |   |   |   |   |   |
| (2) Does not include depreciation expense of $17,096       |   |
| in 2008 and $57,948 in 2007 relating to rental properties. |   |

|                                 |   | December 31,       |        |
|--------------------------------------|--------|--------------------|-------------|
|                                 |   | 2008 (As restated) |        |   | 2007 (As restated) |   |
| Total Assets:                        |   |               |        |   |   |   |
|    Home buildings     |   | $                  | 108,295,332 |   |   | $ | 91,535,381 |   |
|    Road base products |   |               | 1,989,155   |   |   |   | 2,660,855 |   |
| Total Assets                         |   | $                  | 110,284,487 |   |   | $ | 94,196,236 |   |

----

| Year Ending |   |   |    |
|-------------|--------|--------|---------|
| 2009        |   | $      | 168,564 |   |
| 2010        |   |   | -       |   |
| 2011        |   |   | -       |   |
| Thereafter  |   |   | -       |   |
|        |   | $      | 168,564 |   |

|                           |   | December 31, |    |
|--------------------------------|--------|--------------|---------|
|                           |   | 2008         |    |   | 2007 |   |
| Property                       |   | $            | 227,405 |   |   | $ | 826,735 |   |
| Less: Accumulated depreciation |   |         | 142,410 |   |   |   | 125,314 |   |
|                           |   | $            | 84,995  |   |   | $ | 701,421 |   |

|                |   | 2008   |      |   | 2007   |   |
|---------------------|--------|--------|-----------|--------|--------|--------|
| Total rental income |   | $      | 4,119,484 |   |   | $      | 3,304,772 |   |
|                |   |   |      |   |   |   |   |   |
| Rental expenses     |   |   | 2,152,492 |   |   |   | 2,137,113 |   |
|                |   |   |      |   |   |   |   |   |
| Net rental income   |   | $      | 1,966,992 |   |   | $      | 1,167,659 |   |

| Year Ended   |   |   |      |
|--------------|--------|--------|-----------|
| December 31, |   |   |      |
| 2009         |   | $      | 2,911,862 |   |

| Year Ended   |   |   |      |
|--------------|--------|--------|-----------|
| December 31, |   |   |      |
| 2009         |   | $      | 1,984,523 |   |

|                                                |   | 2008 (As restated) |       |   | 2007   |   |
|-----------------------------------------------------|--------|--------------------|------------|--------|--------|--------|
| Foreign currency translation   adjustment |   | $                  | (3,840,847 | )      |   | $      | 887,270 |   |

----

| CONSOLIDATED BALANCE SHEETS                                                          |   |
|--------------------------------------------------------------------------------------|--------|
|                                                                                 |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   | December 31, |   |   |   |   |   |   | December 31, |   |
|                                                                                 |   | 2008 - As reported |   |   |   | Adjustments |   |   | 2008 (As restated) |   |
| ASSETS                                                                               |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |
| Cash and cash equivalents                                                            |   | $ | 16,430,669 |   |   |   |   |   |   | $ | 16,430,669 |   |
| Inventories                                                                          |   |   | 21,785,506 | $ | (1) |   | $ | 61,913,672 |   |   |   | 83,699,178 |   |
| Receivables - net of allowance for doubtful accounts                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| of $500,000 and $-0-                                                                 |   |   | 9,310,625 |   |   |   |   |   |   |   |   | 9,310,625 |   |
| Property, plant and equipment - net                                                  |   |   | 678,147 |   |   |   |   |   |   |   |   | 678,147 |   |
| Other assets                                                                         |   |   | 165,868 |   |   |   |   |   |   |   |   | 165,868 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| TOTAL ASSETS                                                                         |   | $ | 48,370,815 |   |   |   |   |   |   |   | $ | 110,284,487 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Notes payable                                                                        |   | $ | 18,365,007 |   |   |   |   |   |   |   | $ | 18,365,007 |   |
| Accounts payable and other liabilities                                               |   |   | 957,256 |   |   |   |   |   |   |   |   | 957,256 |   |
| Customer deposits                                                                    |   |   | - |   | (1) |   |   | 61,913,672 |   |   |   | 61,913,672 |   |
| Deferred income taxes                                                                |   |   | 6,974,741 |   |   |   |   |   |   |   |   | 6,974,741 |   |
| Total Liabilities                                                                    |   |   | 26,297,004 |   |   |   |   |   |   |   |   | 88,210,676 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Commitments and Contingencies                                                        |   |   | - |   |   |   |   |   |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity:                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Promotora Valle Hermoso, Inc. and Subsidiary Stockholders' Equity:                   |   |   |   |   |   |   |   |   |   |   |
| Common stock, $0.001 par value; authorized 100,000,000                               |   |   |   |   |   |   |   |   |   |   |   |   |   |
|    shares; outstanding 24,464,799 and 20,500,000 shares, respectively |   |   | 24,465 |   |   |   |   |   |   |   |   | 24,465 |   |
| Paid-in capital                                                                      |   |   | 99,579 |   |   |   |   |   |   |   |   | 99,579 |   |
| Retained earnings                                                                    |   |   | 17,860,837 |   | (2) |   |   | (664,959 | ) |   |   | 17,195,878 |   |
| Accumulated other comprehensive income (loss)                                        |   |   | (4,835,847 | ) | (2) |   |   | 995,000 |   |   |   | (3,840,847 | ) |
| Total Promotora Valle Hermoso, Inc. and Subsidiary                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   Stockholders' Equity                                                     |   |   | 13,149,034 |   |   |   |   |   |   |   |   | 13,479,075 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Noncontrolling interest                                                              |   |   | 8,924,777 |   | (2) |   |   | (330,041 | ) |   |   | 8,594,736 |   |
| Total Equity                                                                         |   |   | 22,073,811 |   |   |   |   |   |   |   |   | 22,073,811 |   |
| TOTAL LIABILITIES AND EQUITY                                                         |   | $ | 48,370,815 |   |   |   |   |   |   |   | $ | 110,284,487 |   |

| (1)   | Customer deposits were restated as a liability.                                                                                                                         |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                    |
| (2)   | Foreign currency transaction was adjusted and included in current net income and not an unrealized loss adjusted through Accumulated Other Comprehensive Income (loss). |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY          |   |
|-------------------------------------------------------|--------|
| CONSOLIDATED STATEMENT OF OPERATIONS                  |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |
|                                                  |   | For the Year Ended |   |   |   |   | For the Year Ended |   |
|                                                  |   | December 31, |   |   |   |   |   |   | December 31, |   |
|                                                  |   | 2008 (As reported) |   |   |   | Adjustments |   |   | 2008 (As restated) |   |
| Revenues:                                             |   |   |   |   |   |   |   |   |   |   |
| Home building                                         |   | $ | 72,930,202 |   |   |   |   |   |   | $ | 72,930,202 |   |
| Road base product                                     |   |   | 16,365,276 |   |   |   |   |   |   |   | 16,365,276 |   |
|                                                  |   |   | 89,295,478 |   |   |   |   |   |   |   | 89,295,478 |   |
| Costs and expenses:                                   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of sales                                         |   |   | 65,260,260 |   |   |   |   |   |   |   | 65,260,260 |   |
| Selling, general and administrative costs             |   |   | 5,279,665 |   | (2) |   | 1,142,663 |   |   |   | 6,422,328 |   |
|                                                  |   |   | 70,539,925 |   |   |   |   |   |   |   | 71,682,588 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Income from operations                                |   |   | 18,755,553 |   |   |   |   |   |   |   | 17,612,890 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Other income expense:                                 |   |   |   |   | (2) |   | 1,142,663 |   |   |   |   |   |
| Foreign currency transaction loss - net               |   |   | - |   | (1) |   |   | (1,309,000 | ) |   |   | (166,377 | ) |
| Other income (principally rental income)              |   |   | 2,091,404 |   |   |   |   |   |   |   |   | 2,091,404 |   |
|                                                  |   |   | 2,091,404 |   |   |   |   |   |   |   |   | 1,925,067 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income before provision for income taxes              |   |   | 20,846,957 |   |   |   |   |   |   |   |   | 19,537,957 |   |
| .                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Provision for income taxes                            |   |   | 5,148,198 |   | (2) |   |   | (314,000 | ) |   |   | 4,834,198 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                          |   |   | 15,698,759 |   |   |   |   |   |   |   |   | 14,703,759 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Less: Net income attributable to the                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   noncontrolling income                     |   |   | 5,207,278 |   |   |   |   |   |   |   |   | 4,877,237 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings attributable to Promotora Valle Hermoso, |   |   |   |   |   |   |   |   |   |   |
|   Inc. and Subsidiary                       |   | $ | 10,491,481 |   |   |   |   |   |   |   | $ | 9,826,522 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Earnings per share - basic and diluted:               |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Earnings per common share attributable to             |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Promotora Valle Hermoso, Inc. and Subsidiary          |   |   |   |   |   |   |   |   |   |   |
| common shareholders                                   |   | $ | 0.45 |   |   |   |   |   |   |   | $ | 0.42 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average common shares                        |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   outstanding - basic and diluted           |   |   | 23,552,352 |   |   |   |   |   |   |   |   | 23,552,352 |   |
|                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Amounts attributable to Promotora Valle Hermoso, Inc. |   |   |   |   |   |   |   |   |   |   |
|   and Subsidiary common shareholders:       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                          |   | $ | 10,491,481 |   |   |   |   |   |   |   | $ | 9,826,522 |   |

| (1)   | Foreign currency transaction was adjusted and included in current net income and not an unrealized loss adjusted through Accumulated Other Comprehensive Income (loss). |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                    |
| (2)   | Realized transaction gain was reclassified from selling, general and administrative costs to foreign currency transaction loss - net                                    |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY             |   |
|----------------------------------------------------------|--------|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME           |   |
|                                                     |   |   |   |   |   |   |   |   |   |
|                                                     |   | Year Ended |   |   |   |   |   | Year Ended |   |
|                                                     |   | December 31, |   |   |   |   |   | December 31, |   |
|                                                     |   | 2008 (As reported) |   | Adjustments |   |   | 2008 (As restated) |   |
|                                                     |   |   |   |   |   |   |   |   |   |
| Net earnings                                             |   | $ | 15,698,759 |   | (1) |   | (995,000 | ) |   | $ | 14,703,759 |   |
|                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Other comprehensive income (loss) - net of tax:          |   |   |   |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment                          |   |   | (4,009,950 | ) |   |   |   |   |   |   | (4,009,950 | ) |
| Unrealized foreign transaction loss                      |   |   | (995,000 | ) | (1) |   | 995,000 |   |   |   | - |   |
| Total Other Comprehensive Income (loss) - net of tax     |   |   | (5,004,950 | ) |   |   |   |   |   |   | (4,009,950 | ) |
|                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income                                     |   |   | 10,693,809 |   |   |   |   |   |   |   | 10,693,809 |   |
|                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income attributable to                     |   |   |   |   |   |   |   |   |   |   |   |   |
|   noncontrolling interest                      |   |   | (3,671,148 | ) |   |   |   |   |   |   | (3,671,148 | ) |
|                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income attributable to                     |   |   |   |   |   |   |   |   |   |   |   |   |
|   Promotora Valle Hermoso, Inc. and Subsidiary |   | $ | 7,022,661 |   |   |   |   |   |   | $ | 7,022,661 |   |

| (1)   | Foreign currency transaction was adjusted and included in current net income and not an unrealized loss adjusted through Accumulated Other Comprehensive Income (loss). |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY |   |
|------------------------------------------------|--------|
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| As Reported                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Accumulated |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Other |   |   |   |
|                                           |   |   |   |   | Comprehensive |   | Common Stock |   |   | Paid-In |   |   | Retained |   |   | Comprehensive |   | Noncontrolling |
|                                           |   | TOTAL |   |   | Income |   |   | No of shares |   | Amount |   |   | Capital |   |   | Earnings |   |   | Income (Loss) |   | Interests |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, January 1, 2008                       |   | $ | 11,380,002 |   |   |   |   |   |   | 20,500,000 |   |   | $ | 20,500 |   |   | $ | 99,579 |   |   | $ | 7,373,321 |   |   | $ | 169,103 |   |   | $ | 3,717,499 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of recapitalization                     |   |   | - |   |   |   |   |   |   | 3,964,799 |   |   |   | 3,965 |   |   |   |   |   |   |   | (3,965 | ) |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                                     |   |   | 14,703,759 |   |   |   | 14,703,759 |   |   |   |   |   |   |   |   |   |   |   | - |   |   |   | 9,826,522 |   |   |   | - |   |   | $ | 4,877,237 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment                |   |   | (4,009,950 | ) |   |   | (4,009,950 | ) |   |   |   |   |   |   |   |   |   |   | - |   |   |   |   |   |   |   | (4,009,950 | ) |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income                           |   |   |   |   |   | $ | 10,693,809 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2008 (As reported)       |   | $ | 22,073,811 |   |   |   |   |   |   |   | 24,464,799 |   |   | $ | 24,465 |   |   | $ | 99,579 |   |   | $ | 17,195,878 |   |   | $ | (3,840,847 | ) |   | $ | 8,594,736 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| As Restated                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Accumulated |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Other |   |   |   |   |
|                                           |   |   |   |   |   | Comprehensive |   | Common Stock |   |   | Paid-In |   |   | Retained |   |   | Comprehensive |   | Noncontrolling |
|                                           |   | TOTAL |   |   | Income |   |   | No of shares |   | Amount |   |   | Capital |   |   | Earnings |   |   | Income (Loss) |   | Interests |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, January 1, 2008                       |   | $ | 11,380,002 |   |   |   |   |   |   |   | 20,500,000 |   |   | $ | 20,500 |   |   | $ | 99,579 |   |   | $ | 7,373,321 |   |   | $ | 169,103 |   |   | $ | 3,717,499 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of recapitalization                     |   |   | - |   |   |   |   |   |   |   | 3,964,799 |   |   |   | 3,965 |   |   |   |   |   |   |   | (3,965 | ) |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                                     |   |   | 15,698,759 |   |   |   | 15,698,759 |   |   |   |   |   |   |   |   |   |   |   | - |   |   |   | 10,491,481 |   |   |   | - |   |   |   | 5,207,278 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment                |   |   | (4,009,950 | ) |   |   | (4,009,950 | ) |   |   |   |   |   |   |   |   |   |   | - |   |   |   |   |   |   |   | (4,009,950 | ) |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Unrealized foreign transaction                 |   |   | (995,000 | ) |   |   | (995,000 | ) |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | (995,000 | ) |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income                           |   |   |   |   |   | $ | 10,693,809 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2008 (As restated)       |   | $ | 22,073,811 |   |   |   |   |   |   |   | 24,464,799 |   |   | $ | 24,465 |   |   | $ | 99,579 |   |   | $ | 17,860,837 |   |   | $ | (4,835,847 | ) |   | $ | 8,924,777 |   |

----

| CONSOLIDATED STATEMENT OF CASH FLOWS                 |   |
|------------------------------------------------------|--------|
|                                                 |   |   |   |   |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |
|                                                 |   | Year Ended |   |   |   |   |   |   |   | Year Ended |   |
|                                                 |   | December 31, |   |   |   |   |   |   |   | December 31, |   |
|                                                 |   | 2008 - As Reported |   |   |   | Adjustments |   |   | 2008 (As restated) |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from operating activities:                |   |   |   |   |   |   |   |   |   |   |   |
| Net earnings                                         |   | $ | 15,698,759 |   |   |   |   | $ | (995,000 | ) |   | $ | 14,703,759 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Adjustments to reconcile net earnings to net cash    |   |   |   |   |   |   |   |   |   |   |   |
|   used in operating activities:            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation                                         |   |   | 64,355 |   |   |   |   |   |   |   |   |   | 64,355 |   |
| (Gain) loss on sale of property, plant and equipment |   |   | (124,409 | ) |   |   |   |   |   |   |   |   | (124,409 | ) |
| Deferred income taxes                                |   |   | 3,828,921 |   | (1) | (2) |   |   | 930,257 |   |   |   | 4,759,178 |   |
| Change in operating assets and liabilities           |   |   | (5,078,177 | ) |   | (2) |   |   | 64,743 |   |   |   | (5,013,434 | ) |
| Net cash provided by (used in) operating activities  |   |   | 14,389,449 |   |   |   |   |   |   |   |   |   | 14,389,449 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment            |   |   | (350,105 | ) |   |   |   |   |   |   |   |   | (350,105 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from borrowings                             |   |   | 20,898,496 |   |   |   |   |   |   |   |   |   | 20,898,496 |   |
| Repayment of loans                                   |   |   | (24,135,413 | ) |   |   |   |   | - |   |   |   | (24,135,413 | ) |
| Net cash provided by (used in) financing activities  |   |   | (3,236,917 | ) |   |   |   |   |   |   |   |   | (3,236,917 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of exchange rate changes on cash              |   |   | (1,108,438 | ) |   |   |   |   |   |   |   |   | (1,108,438 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net increase (decrease) in cash                      |   |   | 9,693,989 |   |   |   |   |   |   |   |   |   | 9,693,989 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash - beginning of period                           |   |   | 6,736,680 |   |   |   |   |   |   |   |   |   | 6,736,680 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash - end of period                                 |   | $ | 16,430,669 |   |   |   |   |   |   |   |   | $ | 16,430,669 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  Changes in operating assets                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   and liabilities consist of:              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (Increase) decrease in accounts receivable           |   |   | (4,080,948 | ) |   |   |   |   |   |   |   |   | (4,080,948 | ) |
| (Increase) decrease in inventories                   |   |   | 1,047,050 |   |   | (2) |   |   | (7,749,149 | ) |   |   | (6,702,099 | ) |
| (Increase) decrease in customer advances             |   |   | - |   |   |   |   |   | - |   |   |   | - |   |
| Increase in customer deposits                        |   |   | - |   |   |   |   |   |   |   |   |   |   |   |
| Increase (decrease) in accounts payable and          |   |   | (2) |   |   | 7,813,890 |   |   |   | 7,813,890 |   |
|   other liabilities                        |   |   | (2,044,279 | ) |   |   |   |   |   |   |   |   | (2,044,279 | ) |
|                                                 |   | $ | (5,078,177 | ) |   |   |   |   |   |   |   | $ | (5,013,436 | ) |

| (1)   | Foreign currency transaction was adjusted and included in current net income and not an unrealized loss adjusted through Accumulated Other Comprehensive Income (loss). |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                    |
| (2)   | Customer deposits were restated as a liability and the change in inventories were adjusted to reflect the restatement of customer deposits.                             |

----

| CONSOLIDATED STATEMENT OF CASH FLOWS            |   |
|-------------------------------------------------|--------|
| (Continued)                                     |   |
|                                            |   |   |   |   |   |   |   |
|                                            |   | Year Ended |   |   |   | Year Ended |   |
|                                            |   | December 31, |   |   |   | December 31, |   |
|                                            |   | 2008 - As Reported |   | Adjustments |   | 2008 (As restated) |   |
|                                            |   |   |   |   |   |   |   |
| Supplementary Information:                      |   |   |   |   |   |   |   |
| Cash paid during the period for                 |   |   |   |   |   |   |   |
| Interest                                        |   | $ | 2,877,310 |   |   |   | $ | 2,877,310 |   |
| Income taxes                                    |   | $ | 75,020 |   |   |   | $ | 75,020 |   |
|                                            |   |   |   |   |   |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
| Non-cash investing activities:                  |   |   |   |   |   |   |   |   |   |
| Services rendered in lieu of proceeds from      |   |   |   |   |   |   |   |   |   |
|  the sale of plant, property and equipment |   | $ | 674,932 |   |   |   | $ | 674,932 |   |

----

| CONSOLIDATED BALANCE SHEETS                                             |   |
|-------------------------------------------------------------------------|--------|
|                                                                    |   |   |   |   |   |   |   |   |   |
|                                                                    |   | December 31, |   |   |   |   |   | December 31, 2007 |   |
|                                                                    |   | 2007 - As reported |   | Adjustments |   |   | Restated |   |
|                                                                    |   |   |   |   |   |   |   |   |   |
| Cash and cash equivalents                                               |   | $ | 6,736,680 |   |   |   |   |   | $ | 6,736,680 |   |
| Inventories                                                             |   |   | 66,959,123 |   | (1) |   | 13,002,656 |   |   |   | 79,961,779 |   |
| Receivables - net of allowance for doubtful accounts                    |   |   |   |   |   |   |   |   |   |
| of 500,000 and $-0-                                                     |   |   | 6,315,677 |   |   |   |   |   |   |   | 6,315,677 |   |
| Property plan and equipment - net                                       |   |   | 983,565 |   |   |   |   |   |   |   | 983,565 |   |
| Prepaid expenses                                                        |   |   | 13,002,656 |   | (1) |   | (13,002,656 | ) |   |   | - |   |
| Other assets                                                            |   |   | 198,535 |   |   |   |   |   |   |   | 198,535 |   |
| Total Assets                                                            |   | $ | 94,196,236 |   |   |   |   |   |   | $ | 94,196,236 |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Liabilities and Equity                                                  |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Notes payable                                                           |   |   | 22,536,930 |   | (2) |   | 718,167 |   |   |   | 23,255,095 |   |
| Accounts payable and other liabilities                                  |   |   | 3,001,535 |   |   |   |   |   |   |   | 3,001,535 |   |
| Customer deposits                                                       |   |   | 53,099,782 |   |   |   |   |   |   |   | 53,099,782 |   |
| Deferred income taxes                                                   |   |   | 3,459,820 |   |   |   |   |   |   |   | 3,459,820 |   |
| Total liabilities                                                       |   |   | 82,098,067 |   |   |   |   |   |   |   | 82,816,232 |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Commitments and Contingencies                                           |   |   | - |   |   |   |   |   |   |   | - |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Minority interest                                                       |   |   | 3,717,499 |   | (3) |   | (3,717,499 | ) |   |   | - |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Equity:                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Promotora Valle Hermoso, Inc. and Subsidiary Stockholders' Equity:      |   |   |   |   |   |   |   |   |   |
| Common stock, $0.001 par value; authorized 100,000,000                  |   |   |   |   |   |   |   |   |   |
|   shares outstanding 20,500,000 shares                        |   |   | 20,500 |   |   |   |   |   |   |   | 20,500 |   |
| Paid in capital                                                         |   |   | 99,579 |   |   |   |   |   |   |   | 99,579 |   |
| Retained earnings                                                       |   |   | 7,373,321 |   |   |   |   |   |   |   | 7,373,321 |   |
| Accumulated other comprehensive income (loss)                           |   |   | 887,270 |   | (2) |   | (718,167 | ) |   |   | 169,101 |   |
| Total Promotora Valle Hermoso, Inc. and Subsidiary Stockholders' Equity |   |   | 8,380,670 |   |   |   |   |   |   |   | 7,662,501 |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| Noncontrolling interest                                                 |   |   | - |   | (3) |   | 3,717,499 |   |   |   | 3,717,499 |   |
| Total Equity                                                            |   |   | - |   |   |   |   |   |   |   | 11,380,002 |   |
|                                                                    |   |   |   |   |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES AND EQUITY                                            |   | $ | 94,196,236 |   |   |   |   |   |   | $ | 94,196,234 |   |

| (1)   | Inventories were restated to include prepaid expenses to contractors as inventory.                                                                                        |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)        | An adjustment to notes payable was made due to a correction of an error to the balance of notes payable incorrectly classified to Accumulated Other Comprehensive Income. |
| (3)        | Adjustment for implementation of SFAS No. 160.                                                                                                                            |

----

| CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY |   |
|------------------------------------------------|--------|
| DECEMBER 31, 2007                              |   |
| As Reported                                    |   |   |   |   |   |   |   |   |   |   |   |   |   | Accumulated |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   | Other |   |   |   |   |   |   |   |
|                                           |   | Common Stock |   |   | Paid-In |   |   | Retained |   |   | Comprehensive |   |   | Comprehensive |   |   |   |   |
|                                           |   | No of shares |   |   | Amount |   |   | Capital |   |   | Earnings |   |   | Income (Loss) |   |   | Income |   |   | TOTAL |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, January 1, 2007                       |   |   | 20,500,000 |   |   | $ | 20,500 |   |   | $ | 99,579 |   |   | $ | 1,238,371 |   |   | $ | 46,632 |   |   |   |   |   | $ | 1,405,082 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                                     |   |   |   |   |   |   |   |   |   |   | - |   |   |   | 6,134,950 |   |   |   | - |   |   | $ | 6,134,950 |   |   |   | 6,134,950 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment                |   |   |   |   |   |   |   |   |   |   | - |   |   |   |   |   |   |   | 840,638 |   |   |   | 840,638 |   |   |   | 840,638 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | $ | 6,975,588 |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2007                     |   |   | 20,500,000 |   |   | $ | 20,500 |   |   | $ | 99,579 |   |   | $ | 7,373,321 |   |   | $ | 887,270 |   |   |   |   |   |   | $ | 8,380,670 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Restated                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Accumulated |   |   |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Other |   |   |   |   |   |   |   |   |   |
|                                           |   | Common Stock |   |   |   |   |   |   | Paid-In |   |   | Retained |   |   | Comprehensive |   |   | Comprehensive |   |   |   |   |   |
|                                           |   | No of shares |   |   | Amount |   |   | Capital |   |   | Earnings |   |   | Income (Loss) |   |   | Income |   |   | TOTAL |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, January 1, 2007                       |   |   | 20,500,000 |   |   |   | 20,500 |   |   |   | 99,579 |   |   |   | 1,238,371 |   |   |   | 46,632 |   |   |   |   |   |   |   | 1,405,082 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                                     |   |   |   |   |   |   |   |   |   |   | - |   |   |   | 6,134,950 |   |   |   |   |   |   | $ | 6,134,950 |   |   |   | 6,134,950 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment                |   |   |   |   |   |   |   |   |   |   | - |   |   |   |   |   |   |   | 122,471 |   |   |   | 122,471 |   |   |   | 122,471 |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Unrealized foreign translation (loss)          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive income                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | $ | 6,257,421 |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2007                     |   |   | 20,500,000 |   |   | $ | 20,500 |   |   | $ | 99,579 |   |   | $ | 7,373,321 |   |   | $ | 169,103 |   |   |   |        |   |   | $ | 7,662,503 |   |

----

| PROMOTORA VALLE HERMOSO, INC. AND SUBSIDIARY         |   |
|------------------------------------------------------|--------|
| CONSOLIDATED STATEMENT OF CASH FLOWS                 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |
|                                                 |   | December 31, |   |   |   |   |   |   | December 31, |   |
|                                                 |   | 2007 (As reported) |   |   |   | Adjustments |   |   | 2007 (As restated) |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |
| Cash flows from operating activities:                |   |   |   |   |   |   |   |   |   |   |
| Net income                                           |   | $ | 6,134,950 |   | (3) |   | $ | 3,044,985 |   |   | $ | 9,179,935 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Adjustments to reconcile net income to net cash      |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   used in operating activities:            |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation                                         |   |   | 74,220 |   |   |   |   |   |   |   |   | 74,220 |   |
| Net income allocated to minority interests           |   |   | 3,044,985 |   | (3) |   |   | (3,044,985 | ) |   |   | - |   |
| (Gain) loss on sale of property, plant and equipment |   |   | 1,386 |   |   |   |   |   |   |   |   | 1,386 |   |
| Deferred income taxes                                |   |   | 3,014,093 |   |   |   |   |   |   |   |   | 3,014,093 |   |
| Change in operating assets and liabilities           |   |   | (25,017,138 | ) | (1) |   |   | 1,464,144 |   |   |   | (23,552,994 | ) |
| Net cash provided by (used in) operating activities  |   |   | (12,747,504 | ) |   |   |   |   |   |   |   | (11,283,360 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from investing activities:                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from sale of property, plant and equipment  |   |   | 8,286 |   |   |   |   |   |   |   |   | 8,286 |   |
| Purchase of property, plant and equipment            |   |   | (709,159 | ) |   |   |   |   |   |   |   | (709,159 | ) |
| Net cash (used in) investing activities              |   |   | (700,873 | ) |   |   |   |   |   |   |   | (700,873 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from borrowings                             |   |   | 16,246,004 |   |   |   |   |   |   |   |   | 16,246,004 |   |
| Repayment of loans                                   |   |   | (11,368,800 | ) | (2) |   |   | (1,464,144 | ) |   |   | (12,832,944 | ) |
| Net cash provided by (used in) financing activities  |   |   | 4,877,204 |   |   |   |   |   |   |   |   | 3,413,060 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Effect of exchange rate changes on cash              |   |   | (456,659 | ) |   |   |   |   |   |   |   | (456,659 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net increase (decrease) in cash                      |   |   | (9,027,832 | ) |   |   |   |   |   |   |   | (9,027,832 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash - beginning of year                             |   |   | 15,764,512 |   |   |   |   |   |   |   |   | 15,764,512 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash - end of year                                   |   | $ | 6,736,680 |   |   |   |   |   |   |   | $ | 6,736,680 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  Changes in operating assets                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   and liabilities consist of:              |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (Increase) Decrease in accounts receivable           |   |   | 3,251,721 |   |   |   |   |   |   |   |   | 3,251,721 |   |
| (Increase) decrease in inventories                   |   |   | (35,531,288 | ) | (1) |   | $ | (8,677,108 | ) |   |   | (44,208,396 | ) |
| (Increase) decrease in prepaid expenses              |   |   | (10,141,252 | ) | (1) |   |   | 10,141,252 |   |   |   | - |   |
| (Increase) decrease in customer advances             |   |   | 17,099,075 |   |   |   |   |   |   |   |   | 17,099,075 |   |
| (Increase) decrease in accounts payable and          |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   other liabilities                        |   |   | 304,606 |   |   |   |   |   |   |   |   | 304,606 |   |
|                                                 |   | $ | (25,017,138 | ) |   |   |   |   |   |   | $ | (23,552,994 | ) |

| (1) Adjustments due to change in Accumulated Other Comprehensive Income and changes to inventories. |
|-----------------------------------------------------------------------------------------------------|
| (2) Adjustment to payments on note payable.                                                         |
| (3) Adjustment for implementation of SFAS No. 160.                                                  |

----

Item 9A (T). Controls and Procedures. 

| o   | the (audited) consolidated financial statements for the year ending December 31, 2008, included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “Commission”) on April 7, 2009; |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| o   | the interim period unaudited statements for the three month period ended March 31, 2009, included in our Quarterly Report on Form 10-Q, filed with the Commission on May 13, 2009;                                                       |

| o   | the interim period unaudited statements for the nine and three month periods ended September 30, 2008, included in our Quarterly Report on Form 10-Q, filed with the Commission on November 14, 2008; and                                                                        |
|---------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| o   | the (audited) consolidated financial statements for the year ended December 31, 2007, included in the Amendment to our Current Report on Form 8-K/A, filed with the Commission on September 3, 2009, reflecting the acquisition on August 5, 2008 of OJSC “494 UNR”. |

----

----

| Name                           | Age | Position with Company                            |
|--------------------------------|-----|--------------------------------------------------|
| Alexei Ivanovich Kim           | 60  | Chairman of the Board of Directors and President |
| Alexei Alexeivich Kim          | 36  | Chief Executive Officer and Director             |
| Iuriy Vladimirivich Shevchenko | 37  | Chief Financial Officer, Secretary and Director  |
| Sergey Petrovich Yushkevich    | 42  | Chief Accounting Officer and Director            |
| Andrey Andreevich Nikolaychuk  | 48  | Director                                         |
| Galina Nikolayevna Pyatysheva  | 52  | Director                                         |
| Victor Vladimirovich Milukov   | 48  | Director                                         |
| Stefan C. Mancas               | 31  | Director                                         |
| Viorel B. Sareboune            | 35  | Director                                         |

----

----

----

----

----

I The following table sets forth all compensation awarded to, earned by, or paid for all services rendered to the Company during fiscal 2007 and 2008, by our former and current Chief Executive Officers, and by our current Chairman and President and currentChief Financial Officer.  Each person below is referred to as a named executive officer.

| Name and Principal Position(a)                                     | Year(b) |   | Salary($)(1)(c) |   | Bonus($)(d) | StockAwards($)(e) | OptionAwards($)(f) | Non-EquityIncentivePlan Compensation($)(g) | Change in Pension Value and Nonquali-fied DeferredCompensation Earnings($)(h) | All OtherCompensation(i) |   |   Total($)(j) |
|--------------------------------------------------------------------|---------|--------|-----------------|--------|-------------|-------------------|--------------------|--------------------------------------------|-------------------------------------------------------------------------------|--------------------------|--------|--------------------|
| Alexei A. Kim, Chief Executive Officer                             | 2007    |   | $               | 6,192  |        |              |               |                                       |                                                                          |                     |   | $                  | 6,192 |
|                                                               | 2008    |   |            | 6,192  |        |              |               |                                       |                                                                          |                     |   |               | 6,192 |
| Ramon E. Rosales, Chief Executive Officer (through August 4, 2008) | 2007    |   | $               | 36,000 |        |              |               |                                       |                                                                          |                     |   | $                  | 36,000 |
|                                                               | 2008    |   |            | 36,000 |        |              |               |                                       |                                                                          |                     |   |               | 36,000 |
| Alexei I Kim, President and Chairman                               | 2007    |   | $               | 22,560 |        |              |               |                                       |                                                                          |                     |   | $                  | 22,560 |
|                                                               | 2008    |   |            | 22,560 |        |              |               |                                       |                                                                          |                     |   |               | 22,560 |
| Iuriy Vladimirivich Shevchenko, Chief Financial Officer            | 2007    |   | $               | 13,248 |        |              |               |                                       |                                                                          |                     |   | $                  | 13,248 |
|                                                               | 2008    |   |            | 13,248 |        |              |               |                                       |                                                                          |                     |   |               | 13,248 |

| (1) | The amounts reflected in the above table do not include any amounts for perquisites and other personal benefits extended to the named executive officer.  The aggregate amount of such compensation for the named executive officer is less than 10% of the total annual salary and bonus. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |  | Each non-executive Board member receives annual cash compensation of $2,500, paid in equal quarterly payments. Cash compensation for new and terminating Board members is prorated for the period of time that they were a Board member during the respective quarter. |
|--------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |  | Audit Committee members receive an additional $7,500 of annual cash compensation, paid in equal quarterly payments                                                                                                                                                     |

----

| Name and Address of Beneficial Owner                                                                 | Amount and Nature ofBeneficial Ownership | Percentageof Class(1) |
|------------------------------------------------------------------------------------------------------|------------------------------------------|-----------------------|
| Alexei Ivanovich Kimc/o OJSC 494 UNR, 4 Stroitelnaya St., Bronnitsy, Moscow District, Russia 141070. | 20,500,000 shares of common stock        | 83.79%                |
| All Officers and Directors as a Group (9 persons)                                                    | 20,500,000 shares of common stock        | 83.79%                |

----

----

| (5) | It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by the Board of Directors that is at present acting as the Audit Committee. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Exhibit No. |   | Description                                                                                                                                                                                                                                 |
|-------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1         |   | Articles of Incorporation (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-SB, filed with the Commission on August 31, 1999).                                                             |
| 3.2         |   | By-Laws (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form 10-SB, filed with the Commission on August 31, 1999).                                                                               |
| 3.2a        |   | Amendment to By-Laws (incorporated by reference to Exhibit 3.2a to the Company’s Current Report on Form 8-K, filed with the Commission on October 17, 2008).                                                                          |
| 10.3        |   | Acquisition Agreement, dated March 24, 2008, between the Company and OJSC “494 UNR” (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on August 7, 2008). |
| 14.1        |   | Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on March 31, 2008).                                                                               |
| 31.1        |   | Certification  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002, filed herewith.                                                                                                              |
| 31.2        |   | Certification  of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002, filed herewith.                                                                                                              |
| 32.2        |   | 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, filed herewith.                                               |
| 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.                                               |

----

|                  | PROMOTORA VALLE HERMOSO CORPORATION |                                    |
|-----------------------|-------------------------------------|-----------------------------------------|
|                  |                                |                                    |   |
| Date: August 6 , 2009 | By:                                 | /s/ Alexey A. Kim                       |   |
|                  |                                | Alexey A. Kim , Chief Executive Officer |   |

| Date: August 6 , 2009 | By:    | /s/ Iuriy Vladimirovich Shevchenko                      |   |
|-----------------------|--------|---------------------------------------------------------|--------|
|                  |   | Iuriy Vladimirovich Shevchenko, Chief Financial Officer |   |

| Date: August 6 , 2009 | By:             | /s/ Alexey A. Kim                                                    |   |
|-----------------------|-----------------|----------------------------------------------------------------------|--------|
|                  |            | Alexey A. Kim , Chief Executive Officer and Director                 |   |
|                  |            |                                                                 |   |
| Date: August 6 , 2009 | By:        | /s/ Alexey I. Kim                                                    |   |
|                  |            | Alexey I. Kim, President and Chairman of the Board of Directors      |   |
|                  |            |                                                                 |   |
| Date: August 6 , 2009 | By:   | /s/ Iuriy Vladimirovich Shevchenko                                   |   |
|                  |            | Iuriy Vladimirovich Shevchenko, Chief Financial Officer and Director |   |

| Date: August 6 , 2009       | By:    | /s/ Sergey Petrovich Yushkevich                                    |   |
|----------------------------------|--------|--------------------------------------------------------------------|--------|
|                             |   | Sergey Petrovich Yushkevich, Chief Accounting Officer and Director |
|                             |   |                                                               |   |
| Date: , 2009                | By:    |                                                          |   |
|                             |   | Andrey Andreevich Nikolaychuk, Director                            |   |
|                             |   |                                                               |   |
| Date: , 2009                | By:    |                                                          |   |
|                             |   | Galina Nikolayevna Pyatysheva, Director                            |   |
|                             |   |                                                               |   |
| Date: , 2009           | By:    |                                                          |   |
|                             |   | Victor Vladimirovich Milukov, Director                             |   |
|                             |   |                                                               |   |
| Date: August 6 , 2009  | By:    | /s/ Stefan C. Mancas                                               |   |
|                             |   | Stefan C. Mancas, Director                                         |   |
|                             |   |                                                               |   |
| Date: August 6 , 2009       | By:    | /s/ Viorel B. Sareboune                                            |   |
|                             |   | Viorel B. Sareboune, Director                                      |   |

----