UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~[X] QUARTERLY REPORT UNDER SECTION 13 OR 15~~ (d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~ One)

~~For~~þ ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~September~~SECTION ~~30,~~13 ~~2010~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[For ]the ~~TRANSITION~~quarterly ~~REPORT~~period ~~UNDER~~ended: ~~SECTION~~March 1331, ~~OR 15 (d) OF THE EXCHANGE ACT~~ 2011

~~For~~o ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from~~TO ~~____________~~SECTION ~~to____________~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File ~~No.~~Number: 000-53411

CLEOPATRA INTERNATIONAL GROUP, INC.

(Exact name of ~~Registrant~~small business issuer as specified in its charter)

Nevada	~~26-3788124~~	26-3788124
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~3884~~No. ~~East~~12 ~~North~~YingChun ~~Little Cottonwood Rd.~~Road

~~Salt~~9th ~~Lake City~~Floor, ~~Utah~~HaiWaiLianYi ~~84092~~Building,

~~(Address~~LuoHu ofDistrict, ~~Principal~~Shenzhen, ~~Executive~~Guangdong ~~Offices)~~ Province,

~~(801)~~People’s ~~580-4555~~Republic of China

(Address of principal executive offices, Zip Code)

+ (86) 0755-8230-9541

(Registrant’s telephone number, including area code)

~~(Former name, former address and former fiscal year,~~ N/A

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

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

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

Indicate by check mark whether the ~~Registrant~~registrant is a ~~large~~larger accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See ~~definition~~the definitions of “large accelerated filer,” “ accelerated filer” and “~~smaller~~ small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ~~[ ]~~ o Accelerated filer ~~[ ]~~ o Non-accelerated filer ~~[ ]~~ o Smaller ~~reporting~~Reporting ~~company~~Company ~~[X]~~þ

~~Indicate~~ (Do bynot check ~~mark~~if ~~whether the Registrant is~~ a ~~shell~~smaller ~~company~~reporting ~~(as defined in Rule 12b-2 of the Exchange Act~~company)~~. Yes [ X] No [ ]~~

~~APPLICABLE~~Indicate ~~ONLY~~by TOcheck ~~ISSUERS~~mark ~~INVOLVED~~whether INthe ~~BANKRUPTCY~~registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

~~PROCEEDINGS~~Yes ~~DURING~~o ~~THE~~No ~~PRECEDING FIVE YEARS~~ þ

~~Indicate~~The bynumber ~~check~~of ~~mark~~shares ~~whether~~outstanding ~~the~~of ~~Registrant~~each ~~has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)~~ of the ~~Securities~~issuer’s ~~and~~classes ~~Exchange Act~~ of ~~1934~~common ~~after~~equity, ~~the~~as ~~distribution~~ of ~~securities~~May ~~under~~20, a2011 ~~plan~~is ~~confirmed~~as ~~by a court.~~follows:

Not applicable.

	Class of Securities		Shares Outstanding
	Common Stock, $0.001 par value		59,999,648

APPLICABLE ONLY TO CORPORATE ISSUERS

Contents		Page(s)
PART I: FINANCIAL INFORMATION		3

Item 1 Financial Statements		3

Item 2 Management Discussion and Analysis of Financial Condition and Results of Operations		4

Item 3 Quantitative and Qualitative Disclosure about Market Risk		8

Item 4 Controls and Procedures		10

PART II : OTHER INFORMATION		10

Item 1 Legal Proceedings		10

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		10

Item 3 Defaults Upon Senior Securities		10

Item 5 Other Information		10

Item 6 Exhibits		11

SIGNATURES		12

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: November 19, 2010 – 60,000,000 shares of common stock.

TABLE OF CONTENTS

CLEOPATRA INTERNATIONAL GROUP, INC.

	Part I – Financial Information
Item 1	Financial Statements	3
	Unaudited Condensed Balance Sheets, June 30, 2010 and December 31, 2009	3
	Unaudited Condensed Statements of Operations, for the three and six months ended September 30, 2010 and 2009 and from re-entering the Development Stage on March 7, 1997 through June 30, 2010	4
	Unaudited Condensed Statements of Cash Flows, for the three months ended September 30, 2010 and 2009 and from re-entering the Development Stage on March 7, 1997 through June 30, 2010	5
	Notes to the Unaudited Condensed Financial Statements	6
Item 2	Management’s Discussion and Analysis or Plan of Operation	12
Item 3	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4	Controls and Procedures	18
	Part II – Other Information
Item 1	Legal Proceedings	19
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	19
Item 3	Defaults Upon Senior Securities	19
Item 4	Removed and Reserved	19
Item 5	Other Information	19
Item 6	Exhibits	20

PART I: – FINANCIAL ~~INFORMATION~~STATEMENTS

CLEOPATRA INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

TABLE OF CONTENTS	PAGES
Consolidated Balance Sheets		F-1

Consolidated Statements of Income and Comprehensive Income		F-2

Consolidated Statements of Cash Flows		F-3

Notes to the Consolidated Financial Statements		F-4

CLEOPATRA INTERNATIONAL GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ITEM 1.

	March 31, 2011		December 31, 2010
	(Unaudited)		(Audited)
Assets
Current assets
Cash and cash equivalents	$	286,765	$	1,429,642
Accounts receivable		94,215		103
Deposits and other receivables		999,767		545,487
Inventory		412,580		452,914
Amount due from related parties		515,723		-
Total current assets		2,309,050		2,428,146

Property, plant and equipment, net		2,281,482		2,280,318
Long term deposits		130,766		265,673

Total assets	$	4,721,298	$	4,974,137

Liabilities and stockholders’ equity
Liabilities
Current liabilities
Accounts payable	$	143,329	$	90,608
Deferred service revenue		1,488,500		1,443,334
Accrued expenses and other payables		16,459		62,668
Taxes payable		1,897,877		1,831,193
Notes payable - current		154,703		128,391
Amount due to a related party		-		29,067
Amount due to a shareholder		32,678		39,065
Total current liabilities		3,733,546		3,624,326

Notes payable - long term		151,594		204,885

Total liabilities		3,885,140		3,829,211

Stockholders’ equity
Common stock: Par value $0.001 per share; 59,999,648 shares authorized, issued and outstanding		60,000		60,000
Additional paid in capital		77,000		77,000
Retained earnings		646,840		966,410
Accumulated other comprehensive income		52,318		41,516
Total stockholders’ equity		836,158		1,144,926

Total liabilities and stockholders’ equity	$	4,721,298	$	4,974,137

~~FINANCIAL~~The ~~STATEMENTS~~accompanying notes are an integral part of these unaudited condensed financial statements.

		September 30, 2010 (Unaudited)		December 31, 2009 (Audited)
Assets
Current assets
Cash and cash equivalents	$	56,677	$	21,000
Deposits and other receivables		1,036,181		23,843
Amount due from a related party		1,153,427		-
Total current assets		2,246,285		44,843
Property, plant and equipment, net		1,878,834		2,049,811
Long term deposits		113,135		110,642
Total assets	$	4,238,254	$	2,205,296
Liabilities and stockholders’ equity
Liabilities
Current liabilities
Accounts payable	$	145,440	$	92,067
Deferred service revenue		232,543		124,208
Accrued expenses and other payables		312,581		38,244
Taxes payable		1,873,955		1,058,443
Amount due to a related party		-		28,134
Amount due to a shareholder		348,059		713,384
Total current liabilities		2,912,578		2,054,480
Total liabilities		2,912,578		2,054,480
Stockholders’ equity
Common stock: Par value $0.001 per share; 60,000,000 shares authorized, issued and outstanding		60,000		60,000
Additional paid in capital		77,000		77,000
Retained earnings		1,133,979		-
Accumulated other comprehensive income		54,697		13,816
Total stockholders’ equity		1,325,676		150,816
Total liabilities and stockholders’ equity	$	4,238,254	$	2,205,296

F-1

~~The~~CLEOPATRA ~~accompanying~~INTERNATIONAL ~~notes~~GROUP, ~~are an integral part of these unaudited condensed financial statements~~INC.

3CONDENSED CONSOLIDATED STATEMENTS OF INCOME

~~CLEOPATRA~~AND ~~INTERNATIONAL~~COMPREHENSIVE ~~GROUP,~~INCOME ~~INC.~~(UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended March 31,
	2011			2010

Revenues
Beauty services	$	1,235,242			1,136,172
Food, beverage and others		14,651			11,137
Total revenues		1,249,893			1,147,309


Cost of services and other operations
Beauty services		1,118,020			966,819
Food, beverage and others		9,349			9,514
Total cost of services and other operations		1,127,369			976,333

Gross profit		122,524			170,976

Expenses
Selling and distribution		117,085			68,861
General and administrative		378,921			46,401
Total operating expenses		496,006			115,262

Operating (loss)/profit		(373,482	)		55,714

Other (expense)/income
Other income		54,236			10,437
Other expenses		-			(26,818	)
Interest expenses		(324	)		-
Total other income/(expenses)		53,912			(16,381	)

(Loss)/income before provision for income taxes		(319,570	)		39,333

Provision for income taxes		-			7,867

Net (loss)/income	$	(319,570	)		31,466

Other comprehensive income
Gain on foreign currency translation		10,802			11,214

Total comprehensive (loss)/income	$	(308,768	)		42,680

(Loss)/earnings per share, basic and diluted	$	(0.01	)	$	0.00

Weighted average number of shares outstanding, basic and diluted		59,999,648			57,000,000

~~AND~~The ~~COMPREHENSIVE~~accompanying ~~INCOME~~notes ~~(UNAUDITED)~~are an integral part of these unaudited condensed financial statements.

		Three months ended September 30,				Nine months ended September 30,
		2010		2009		2010		2009
Revenues
Beauty services	$	2,178,466	$	1,649,885	$	5,743,590	$	4,322,312
Food, beverage and others		11,350		13,980		45,016		33,500
Total revenues		2,189,816		1,663,865		5,788,606		4,355,812
Cost of services and other operations
Beauty services		1,006,610		639,558		2,771,447		1,915,929
Food, beverage and others		15,066		11,381		42,107		31,173
Total cost of services and other operations		1,021,676		650,939		2,813,554		1,947,102
Gross profit		1,168,140		1,012,926		2,975,052		2,408,710
Expenses
Selling and distribution		368,428		76,449		882,753		230,001
General and administrative		645,110		92,568		821,920		235,503
Total operating expenses		1,013,538		169,017		1,704,673		465,504
Operating profit		154,602		843,909		1,270,379		1,943,206
Other (expense)/income
Other income		315,932		23,650		370,940		71,230
Other expenses		(18,457)		(675)		(82,131)		(31,185)
Total other income		297,475		22,975		288,809		40,045
Income before provision for income taxes		452,077		866,884		1,559,188		1,983,251
Provision for income taxes		148,431		216,721		425,209		495,813
Net income	$	303,646	$	650,163	$	1,133,979	$	1,487,438
Other comprehensive income
Gain on foreign currency translation		25,577		60,764		40,881		49,657
Total comprehensive income	$	329,223	$	710,927	$	1,174,860	$	1,537,095
Earnings per share, basic and diluted	$	0.01	$	0.01	$	0.02	$	0.02
Weighted average number of shares outstanding, basic and diluted		60,000,000		60,000,000		60,000,000		60,000,000

F-2

~~The~~CLEOPATRA ~~accompanying~~INTERNATIONAL ~~notes~~GROUP, ~~are an integral part of these unaudited condensed financial statements~~INC.

4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

CLEOPATRA INTERNATIONAL GROUP, INC.

	Three months ended March 31,
	2011			2010

Cash flows from operating activities
Net (loss)/income	$	(319,570	)		31,466
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		168,376			106,627
Changes in operating assets and liabilities:
Increase in account receivables		(94,112	)		(100	)
Decrease in inventory		40,334			-
Increase in deposits and other receivables		(319,373	)		(95,169	)
Increase in amount due from a related party		(545,086	)		(240,098	)
Increase in accounts payable		52,721			5,171
Increase in deferred service revenue		45,166			205,079
(Decrease)/Increase in accrued expenses and other payables		(46,209	)		17,628
Increase in taxes payable		66,684			71,923

Net cash (used in)/provided by operating activities		(951,069	)		102,527

Cash flows from investing activities
Additions to property, plant and equipment		(146,550	)		(68,136	)

Net cash used in investing activities		(146,550	)		(68,136	)

Cash flows from financing activities
Increase/(decrease) in amount due to a related party		296			(28,134	)
Repayment of notes payable for hire purchase of motor vehicles		(30,231	)		-
(Decrease)/increase in amount due to a shareholder		(6,387	)		30,536

Net cash (used in)/provided by financing activities		(36,322	)		2,402

Net (decrease)/increase in cash and cash equivalents		(1,133,941	)		36,793

Effect of foreign exchange rate changes		(8,936	)		7,018

Cash and cash equivalents at January 1		1,429,642			21,000

Cash and cash equivalents at March 31	$	286,765			64,811

Supplement disclosure of cash flows information:
Cash paid for income taxes		-			-

~~CONDENSED~~The ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~notes OFare ~~CASH~~an ~~FLOWS~~integral ~~(UNAUDITED)~~part of these unaudited condensed financial statements.

		Nine months ended September 30,
		2010		2009
Cash flows from operating activities
Net income	$	1,133,979	$	1,487,438
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		321,254		275,647
Changes in operating assets and liabilities:
(Increase) in deposits and other receivables		(1,014,831)		(120,139)
(Increase) in amount due from a related party		(1,153,427)		-
Increase in accounts payable		53,373		76,097
Increase in deferred service revenue		108,335		201,657
Increase in accrued expenses and other payables		274,337		49,608
Increase in taxes payable		815,512		552,995
Net cash provided by operating activities		538,532		2,523,303
Cash flows from investing activities
Additions to property, plant and equipment		(113,601)		(68,410)
Net cash used in investing activities		(113,601)		(68,410)
Cash flows from financing activities
(Decrease)/increase in amount due to a related party		(28,134)		26,032
(Decrease) in amount due to a shareholder		(365,325)		(2,377,463)
Net cash used in financing activities		(393,459)		(2,351,431)
Net increase in cash and cash equivalents		31,472		103,462
Effect of foreign exchange rate changes		4,205		49,195
Cash and cash equivalents at January 1	$	21,000	$	14,744
Cash and cash equivalents at September 30	$	56,677	$	167,401
Supplement disclosure of cash flows information:
Cash paid for income taxes	$	-	$	-

F-3

~~The~~CLEOPATRA ~~accompanying~~INTERNATIONAL ~~notes~~GROUP, ~~are an integral part of these unaudited condensed financial statements~~INC.

5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~CLEOPATRA~~March ~~INTERNATIONAL GROUP~~31, ~~INC.~~2011

~~NOTES~~NOTE TO1 ~~CONDENSED~~– ~~CONSOLIDATED~~ORGANIZATION ~~FINANCIAL~~AND ~~STATEMENTS~~PRINCIPAL ACTIVITIES

~~September~~Cleopatra 30International Group, ~~2010~~Inc., a Nevada corporation, was incorporated on October 22, 1986. Cleopatra International Group, Inc. and its subsidiaries (the “Company”) are principally engaged in the provision of beauty services in the People’s Republic of China (“PRC” or “China”).

~~NOTE~~As 1of –March ~~ORGANIZATION~~31, ~~AND~~2011, ~~PRINCIPAL~~the ~~ACTIVITIES~~details of the Company’s subsidiaries are summarized as follows:

Cleopatra International Group, Inc., a Nevada corporation, was incorporated on October 22, 1986. Cleopatra International Group, Inc. and its subsidiaries (the “Company”) are principally engaged in the provision of beauty services in the People’s Republic of China (“PRC” or “China”).

Name	Domicile and date of incorporation	Paid-in capital	Effective ownership	Principal activities
Festive Lion	BVI November 20, 2009	$50,000	100%	Investment holding

World Alliance Holdings Limited (“World Alliance”)	Hong Kong Special Administrative Region (“HKSAR”) November 5, 2009	HK$10,000	100%	Investment holding

Shenzhen New Cleopatra Beauty and Salon Company Limited (“New Cleopatra”)	The PRC October 29, 2007	RMB1,000,000	100%	Provision of beauty services in the PRC

As of ~~September~~March 3031, ~~2010~~2011, New Cleopatra operates a clubhouse in Shenzhen, the ~~details~~PRC, ofwith a beauty centre, a salon centre and spa facilities (the “Clubhouse”). The Company’s ~~subsidiaries~~has ~~are~~determined ~~summarized~~that the provision of beauty and salon services is in the same segment as ~~follows:~~they are in similar operations, exposed to similar risks, and have the same decision making channels.

Name	Domicile and date of incorporation	Paid-in capital	Effective ownership	Principal activities
Festive Lion	BVI November 20, 2009	$50,000	100%	Investment holding
World Alliance Holdings Limited (“World Alliance”)	Hong Kong Special Administrative Region (“HKSAR”) November 5, 2009	HK$10,000	100%	Investment holding
Shenzhen New Cleopatra Beauty and Salon Company Limited (“New Cleopatra”)	The PRC October 29, 2007	RMB1,000,000	100%	Provision of beauty services in the PRC

NOTE 2 –RECAPITALIZATION AND REORGANIZATION

AsOn December 7, 2009, Festive Lion acquired 100% ownership of ~~September~~World 30Alliance. On June 8, 2010, ~~New~~World ~~Cleopatra~~Alliance ~~operates~~obtained aan ~~clubhouse~~approval infrom the Trade and Industry Bureau of Lo Wu District, Shenzhen City, the PRC, ~~with~~to aacquire ~~beauty~~100% ~~centre~~ownership of New Cleopatra. Immediately after the transaction, New Cleopatra became a ~~salon~~wholly ~~centre~~owned ~~and~~foreign ~~spa~~enterprise ~~facilities~~registered (in the ~~“Clubhouse”)~~PRC.

~~NOTE~~The 2above ~~–RECAPITALIZATION~~share ~~AND~~exchange ~~REORGANIZATION~~transactions resulted in the shareholders of Festive Lion obtaining a majority voting interest in World Alliance and New Cleopatra. Generally accepted accounting principles in the United States of America require that the above transactions were accounted for as reverse acquisitions, whereby Festive Lion recognized the assets and liabilities transferred at their carrying amounts. Accordingly, Festive Lion’s historical financial statements have been prepared to give retroactive effect to these mergers, and represent the operations of World Alliance and New Cleopatra. Subsequent to the above share transactions, New Cleopatra became the surviving business of the Company.

On ~~December~~June 724, ~~2009~~2010, ~~Festive~~the ~~Lion~~Company ~~acquired~~entered ~~100%~~into ~~ownership~~a ofshare ~~World~~exchange ~~Alliance.~~transaction Onwith ~~June~~Festive 8Lion, ~~2010,~~pursuant ~~World~~to ~~Alliance~~which ~~obtained~~the anCompany ~~approval~~acquired ~~from~~100% of the ~~Trade~~share ~~and~~capital ~~Industry~~of ~~Bureau~~Festive ofLion Loin Wuexchange ~~District~~for 57,000,000 ~~Shenzhen~~shares. ~~City~~On September 16, 2010, the ~~PRC,~~Company toissued ~~acquire~~the ~~100%~~shares ~~ownership~~and ofclosed ~~New~~the ~~Cleopatra~~share exchange. Immediately ~~Immediate~~ after the transaction, ~~New~~the ~~Cleopatra~~Company ~~became~~had a59,999,648 ~~wholly~~shares ~~owned~~of ~~foreign~~common ~~enterprise~~stock ~~registered~~issued inand ~~the PRC~~outstanding.

The above stock exchange transactions resulted in the shareholders of Festive Lion obtaining a majority voting interest in ~~World~~the ~~Alliance and New Cleopatra~~Company. Generally accepted accounting principles in the United States of America require that the ~~above~~Festive ~~transactions were accounted for as reverse acquisitions~~Lion, ~~whereby~~whose ~~Festive~~shareholders ~~Lion~~retain ~~recognized~~ the ~~assets~~majority ~~and~~interest ~~liabilities~~in ~~transferred~~a atcombined ~~their carrying amounts. Accordingly~~business, ~~Festive~~be ~~Lion’s~~treated ~~historical~~as ~~financial~~the ~~statements~~acquirer ~~have~~for ~~been~~accounting ~~prepared~~purposes. toThe ~~give~~acquisition ~~retroactive~~constitutes ~~effect~~a toreverse ~~these~~takeover ~~mergers,~~utilizing ~~and represent~~ the ~~operations~~capital structure of ~~World~~Cleopatra ~~Alliance~~International ~~and~~Group, ~~New Cleopatra~~Inc. ~~Subsequent~~and to the ~~above~~assets ~~share~~and ~~transactions,~~liabilities ~~New~~of ~~Cleopatra~~Festive ~~became~~Lion ~~the~~recorded ~~surviving~~at ~~business~~historical ~~of the Company~~cost.

On June 24, 2010, the Company entered into a share exchange transaction with Festive Lion. Pursuant to which the Company shall acquire the entire share capital of Festive Lion in exchange for 57,000,000 shares. On September 16, 2010, the Company issued the shares and closed the Agreement for Share Exchange. Immediately after the transaction, the Company has a total common stock of 60,000,000 shares issued and outstanding.F-4

~~The~~NOTE ~~above~~3 ~~stock~~– ~~exchange~~PRINCIPLES ~~transactions~~OF resulted in the shareholders of Festive Lion obtaining a majority voting interest in the Company. Generally accepted accounting principles in the United States of America require that the Festive Lion whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes. The acquisition will constitute a reverse takeover utilizing the capital structure of Cleopatra International Group, Inc. and the assets and liabilities of Festive Lion recorded at historical cost.CONSOLIDATION

6The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the three months ended March 31, 2011 and 2010 have been prepared pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. All significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”), while the reporting currency is the US Dollar.

~~NOTE~~In 3the –opinion ~~PRINCIPLES~~of OFmanagement, ~~CONSOLIDATION~~the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of March 31, 2011, the results of its operations and cash flows for the three months ended March 31, 2011 and 2010.

The ~~unaudited~~results ~~interim financial statements~~ of ~~the~~operations ~~Company and the Company’s subsidiaries (see Note 1)~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and 2009 have been prepared pursuant to the rules & regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are ~~adequate to make the information presented~~ not ~~misleading. All~~necessarily ~~significant~~indicative ~~intercompany balances and transactions have been eliminated. The functional currency for the majority~~ of the ~~Company’s~~results ~~operations~~for isa ~~the~~full ~~Renminbi~~year ~~(“RMB”), while the reporting currency is the US Dollar~~period.

NOTE 4– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Cash and Cash Equivalents

~~Cash~~The ~~and~~Company ~~Cash~~considers ~~Equivalents~~all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in Hong Kong and China.

~~The~~(b) ~~Company~~Fair ~~considers~~Value ~~all highly liquid investments purchased with original maturities~~ of ~~three~~Financial ~~months or less to be cash equivalents. The Company maintains bank accounts in Hong Kong and China.~~Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, deposits and other receivables, amount due from/(bto) related parties, deferred service revenue, amount due to a shareholder, accounts payable, accrued expenses and other payables, notes payable and taxes payable.

~~Fair~~The ~~Value~~estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of ~~Financial~~fair ~~Instruments~~value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

~~The~~As ~~Company’s~~of the balance sheet dates, the estimated fair values of the financial instruments ~~primarily~~were ~~consist~~not ofmaterially ~~cash~~different ~~and~~from ~~cash~~their ~~equivalents,~~carrying ~~accounts~~values ~~receivable~~as presented, ~~prepaid~~due ~~expenses~~to the short maturities of these instruments and ~~other~~the ~~receivables,~~fact ~~amount~~that ~~due~~the ~~from/(to)~~interest ~~directors,~~rates ~~other~~on ~~liabilities,~~the ~~loans~~borrowings ~~from~~approximate ~~related~~those ~~parties,~~that ~~debts,~~would ~~accounts~~have ~~payable,~~been ~~accrued~~available ~~expenses~~for ~~and~~loans ~~other~~of ~~payables,~~similar remaining maturity and ~~taxes~~risk ~~payable.~~profiles at respective year ends.

~~The estimated fair value amounts have been determined by the Company~~(c) Property, ~~using~~Plant ~~available~~and market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. Equipment

AsProperty, ofplant ~~the~~and ~~balance~~equipment ~~sheet~~are ~~dates,~~carried ~~the~~at ~~estimated~~cost ~~fair~~less ~~values~~accumulated ofdepreciation. ~~the~~The ~~financial~~cost ~~instruments~~of ~~were~~maintenance ~~not~~and ~~materially~~repairs ~~different~~is ~~from~~charged ~~their~~to ~~carrying~~the ~~values~~statement of income as ~~presented~~incurred, ~~due~~whereas tosignificant ~~the~~renewals ~~short~~and ~~maturities~~betterments ofare ~~these~~capitalized. ~~instruments~~The cost and the ~~fact~~related ~~that~~accumulated ~~the~~depreciation ~~interest~~of ~~rates~~assets onsold ~~the~~or ~~borrowings~~otherwise ~~approximate~~retired ~~those~~are ~~that~~eliminated ~~would~~from ~~have~~the ~~been~~accounts ~~available~~and ~~for~~any ~~loans~~gain ofor ~~similar~~loss ~~remaining~~is ~~maturity~~included ~~and~~in ~~risk~~the ~~profiles~~statement atof ~~respective year ends~~income.

(cd) Depreciation and Amortization

~~Revenue~~The ~~Recognition~~Company provides for depreciation of plant and equipment principally by use of the straight-line method for financial reporting purposes.

Revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectibility is reasonably assured, on the following bases: F-5

(ie) Accounting for the Impairment of Long-lived Assets

~~Service~~The ~~revenue~~long-lived assets held and ~~management~~used ~~fee~~by ~~income~~the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, ~~when~~the ~~services~~impairment ~~have~~to ~~been~~be ~~rendered;~~recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

(iif) Income Tax

~~Food~~Income ~~and~~taxes ~~beverage~~are ~~revenues~~based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized ~~upon~~for ~~delivery;~~the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company periodically assesses the need to establish valuation allowances against its deferred tax assets to the extent the Company no longer believes it is more likely than not that the tax assets will be fully utilized.

(~~iii~~g) Revenue Recognition

~~Sublease~~Revenue ~~revenue~~is recognized when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectability is reasonably assured, on anthe ~~accrual~~following ~~basis;~~bases:

(ivi) Service revenue

~~Other~~The ~~revenue,~~Company ~~when~~provides ~~the~~membership ~~right~~packages to ~~receive~~members ~~payment~~while ~~has~~also ~~been~~accepting ~~established~~walk-in customers.

~~(d)~~For membership packages, the amount received from customers represents prepaid beauty services. As the Company is obliged to provide future beauty services to customers, all moneys received will be recognized as deferred service revenue. When services are rendered, the amount will be recognized as revenue.

~~Earnings~~For ~~Per~~walk-in ~~Share~~customers, sales revenue is recognized at the time the service is rendered.

~~Basic~~(ii) ~~earnings~~Management ~~per~~fee ~~share is computed by dividing~~ income ~~available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share~~ is ~~computed~~recognized ~~similar~~when toservices ~~basic earnings per share except that the denominator is increased to include the number of additional common shares that would~~ have been ~~outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of September 30, 2010 and 2009, there were no dilutive securities outstanding.~~rendered;

(eiii) Food and beverage revenues are recognized upon delivery;

~~Foreign~~(iv) ~~Currency~~Sub-lease ~~Translation~~revenue, on an accrual basis; and

~~The accompanying consolidated financial statements are presented in United States Dollars~~ (~~US$~~v). ~~The~~Other ~~functional~~revenue, ~~currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates~~ when the ~~capital~~right ~~transactions~~to ~~occurred.~~receive ~~Assets~~payment ~~and~~has ~~liabilities~~been ~~are translated at the exchange rates as of balance sheet date~~established. ~~Income and expenditures are translated at the average exchange rate of the year. The translation rates are as follows:~~

7Revenue is measured at the fair value of the consideration received or receivable, net of sales discounts and Business Tax.

	September 30, 2010	December 31, 2009	September 30, 2009
Period/year end RMB : US$ exchange rate	0.1498	0.1465	0.1467
Average yearly RMB : US$ exchange rate	0.1468	0.1464	0.1461

(h)	Earnings Per Share

OnBasic ~~July~~earnings ~~21,~~per ~~2005,~~share is computed by dividing income available to common shareholders by the ~~PRC~~weighted-average ~~changed~~number ~~its~~of ~~foreign~~common ~~currency~~shares ~~exchange~~outstanding ~~policy~~during ~~from~~the aperiod. ~~fixed~~Diluted ~~RMB/US$~~earnings ~~exchange~~per ~~rate~~share ~~into~~is acomputed ~~flexible~~similar ~~rate~~to ~~under~~basic earnings per share except that the ~~control~~denominator is increased to include the number of additional common shares that would have been outstanding if the ~~PRC’s~~potential ~~government~~common shares had been issued and if the additional common shares were dilutive. As of March 31, 2011 and 2010, there were no dilutive securities outstanding.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.F-6

(fi) Use of Estimates

~~Recent~~The ~~Accounting~~preparation ~~Pronouncements~~of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

~~In July 2010, the Financial Accounting Standards Board~~ (~~“FASB”~~j) Retirement issued an accounting standard related to disclosures about the credit quality of financing receivables and the allowance for credit losses. The standard requires greater transparency about an entity’s financing receivables, which include loans, long-term receivables, lease receivables, and other long-term receivables. We are required to adopt this standard effective January 1, 2011 and do not expect this accounting standard to have a material impact on our condensed consolidated financial statements. Benefits

~~NOTE~~The 5PRC –mandates ~~DEPOSITS~~companies ~~AND~~to ~~OTHER~~contribute ~~RECEIVABLES~~funds into the national retirement system, which benefits qualified employees based on where they were born within the PRC. The Company pays the required payment for qualified employees of the Company as a payroll tax expense. Very few employees in the Company fall under the mandatory conditions requiring the Company to pay as a payroll tax expense into the retirement system of the PRC.

AsThe ofCompany’s ~~the~~PRC ~~balance~~subsidiaries ~~sheet~~are ~~dates~~required to make appropriations to staff welfare fund, based on after-tax net income determined in accordance with generally accepted accounting principles of the ~~Company~~People’s ~~deposits~~Republic of China (the “PRC GAAP”). Appropriations to the staff welfare fund are made at the discretion of the Board of Directors. The staff welfare fund is established for the purpose of providing employee facilities and other ~~receivables~~collective ~~are~~benefits ~~summarized~~to asthe ~~follows:~~employees and is non-distributable other than in liquidation.

		September 30, 2010		December 31, 2009
Rental deposits	$	113,135	$	110,642
Other receivables		228,727		23,843
Prepayment		807,454		-
		1,149,316		134,485
Less: Long term rental deposits		(113,135)		(110,642)
Current portion	$	1,036,181	$	23,843

The Company provides no other retirement benefits to its employees.

~~Prepayment~~(k) Comprehensive ~~as of September 30, 2010 mainly comprised advances to a supplier of $560,252 for purchase of cosmetic products, and prepaid advertisement fees of $236,684.~~Income

~~NOTE~~Comprehensive 6income –is ~~PROPERTY~~defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ~~PLANT~~all ~~AND~~items ~~EQUIPMENT~~that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, ~~NET~~net of tax.

As(l) ofForeign ~~the~~Currency ~~balance sheet dates, property, plant and equipment are summarized as follows:~~Translation

	Depreciable Lives		September 30, 2010		December 31, 2009
At cost:
Machinery	2 - 5 years	$	1,075,422	$	1,051,731
Fixtures and furniture	2 - 5 years		201,933		197,485
Office equipment	5 years		40,838		27,474
Leasehold Improvement	8 years		2,169,086		2,022,446
		$	3,487,279	$	3,299,136
Less: Accumulated depreciation			(1,608,445)		(1,249,325)
Property, plant and equipment, net		$	1,878,834	$	2,049,811

The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year. The translation rates are as follows:

Depreciation expense for the nine months ended September 30, 2010 and 2009 was $321,254 and $275,647, respectively. The allocation of depreciation expense for the nine months ended September 30, 2010 and 2009 is summarized as follows:

	March 31, 2011		December 31, 2010		March 31, 2010
Period/year end RMB : US$ exchange rate		0.1529		0.1514		0.1468
Average yearly RMB : US$ exchange rate		0.1522		0.1477		0.1468

8On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/US$ exchange rate into a flexible rate under the control of the PRC’s government.

		Nine months ended September 30,
		2010		2009
Included in cost of services	$	316,636	$	272,416
Included in general and administrative expenses		4,618		3,231
Total depreciation expense	$	321,254	$	275,647

~~NOTE~~(m) 7Recent –Accounting ~~DEFERRED SERVICE REVENUE~~Pronouncements

~~Deferred~~The ~~service~~Company ~~revenue~~has ~~represents~~adopted ~~customer~~all ~~payments~~recently ~~made~~issued inaccounting ~~advance~~pronouncements. The ~~for~~adoption ~~future~~of ~~beauty~~the ~~services. Revenue~~accounting ~~for~~pronouncements, ~~these~~including ~~services~~those not yet effective, is ~~recognized~~not asanticipated to have a material effect on the ~~services~~financial ~~are~~position ~~performed~~or results of operations of the Company.

~~NOTE 8 – AMOUNT DUE FROM/(TO) A RELATED PARTY~~F-7

AsNOTE of5 ~~the~~– ~~balance~~DEPOSITS ~~sheet~~AND ~~dates,~~OTHER ~~the Company’s amount due from/(to) a related party is summarized as follows:~~RECEIVABLES

				September 30, 2010		December 31, 2009
Shenzhen Cleopatra Beauty and Salon Company Limited			$	1,153,427	$	(28,134)

As of the balance sheet dates, the Company’s deposits and other receivables are summarized as follows:

Shenzhen Cleopatra Beauty and Salon Company Limited is a PRC entity owned by Mr. Xu Yong Ping, a shareholder of the Company. As of the balance sheet dates, the amounts are unsecured, interest free, and have no fixed terms of repayments.

	March 31, 2011			December 31, 2010
Rental deposits	$	150,769		$	286,230
Prepayment		545,374			314,829
Other receivables		434,390			210,101
		1,130,533			811,160
Less: Long term rental deposits		(130,766	)		(265,673	)

Current portion	$	999,767		$	545,487

~~NOTE~~Prepayment 9as –of ~~AMOUNT~~March ~~DUE~~31, TO2011 Amainly ~~SHAREHOLDER~~comprised advances to a supplier of $327,535 for the purchase of cosmetic products (December 31, 2010: approximately $270,000).

~~The~~Other ~~amount~~receivables ~~due~~as toof aMarch ~~shareholder~~31, ~~represents~~2011 ~~advances~~mainly ~~from~~represented ~~Mr.~~the Xutemporary ~~Yong~~advance ~~Ping~~ to ~~the~~Shenzhen ~~Company. As~~Meiye ofInvestment ~~the~~Limited ~~balance~~of ~~sheet dates~~$287,859, ~~the~~which ~~balances~~has ~~are~~been ~~unsecured,~~subsequently ~~interest~~settled ~~free,~~in ~~and~~April ~~have~~2010 no(December ~~fixed~~31, ~~terms~~2010: ~~of repayments~~nil).

NOTE 106 – ~~TAXES~~PROPERTY, ~~PAYABLE~~PLANT AND EQUIPMENT, NET

As of the balance sheet dates, ~~the~~property, ~~Company’s~~plant ~~taxes~~and ~~payable~~equipment are summarized as follows:

			September 30, 2010		December 31, 2009
	Depreciable Lives				March 31, 2011			December 31, 2010
Income tax payables		$	1,264,893	$	760,256
At cost:
Service tax payables			599,541		295,298
Machinery	2 - 5 years				$	1,098,182		$	1,086,621
Other tax payables			9,521		2,889
Fixtures and furniture	2 - 5 years					206,617			204,036
Total		$	1,873,955	$	1,058,443
Office equipment	5 years					74,063			72,950
Motor vehicle	5 years					526,792			521,487
Leasehold improvement	8 years					2,215,377			2,193,064
Construction in progress	N/A					145,843			-
						4,266,874			4,078,158
Less: Accumulated depreciation						(1,985,392	)		(1,797,840	)
Property, plant and equipment, net					$	2,281,482		$	2,280,318

~~NOTE~~Depreciation 11expense –for ~~OTHER~~the ~~INCOME~~three months ended March 31, 2011 and 2010 was $168,376 and $106,627, respectively. The allocation of depreciation expense for the three months ended March 31, 2011 and 2010 is summarized as follows:

The Company’s other income is summarized as follows:

	Three months ended March 31,
	2011		2010
Included in cost of services	$	123,914	$	105,629
Included in general and administrative expenses		44,462		998

Total depreciation expense	$	168,376	$	106,627

		Nine months ended September 30,
		2010		2009
Sublease rental income	$	71,565	$	71,223
Management fee income from Shenzhen Cleopatra Beauty and Salon Company Limited		265,316		-
Others		34,059		7
Total	$	370,940	$	71,230

F-8

~~Shenzhen~~NOTE ~~Cleopatra~~7 ~~Beauty~~– ~~and~~DEFERRED ~~Salon~~SERVICE ~~Company Limited is a PRC entity owned by Mr. Xu Yong Ping, a shareholder of the Company.~~REVENUE

9Deferred service revenue represents customer payments made in advance for future beauty services. Revenue for these services is recognized as the services are performed.

NOTE 128 – ~~PROVISION~~AMOUNT ~~FOR~~DUE ~~INCOME~~FROM/(TO) ~~TAXES~~A RELATED PARTY

~~Income~~As ~~tax~~of ~~expense~~the ~~for~~balance ~~the~~sheet ~~nine~~dates, ~~months~~the ~~ended~~Company’s ~~September~~amount ~~30,~~due ~~2010~~from/(to) ~~and~~a ~~2009~~related ~~are~~party is summarized as follows:

					Nine months ended September 30,
	March 31, 2011			December 31, 2010
					2010			2009
Shenzhen Cleopatra Beauty and Salon Centre (“Old Cleopatra”)	$	515,723		$	(29,067	)
Current – PRC income tax provision			$			425,209	$	495,813
Deferred income tax provision						-		-
Total			$			425,209	$	495,813

A“Old ~~reconciliation~~Cleopatra” is a PRC entity owned by Mr. Yongping Xu, a shareholder of the ~~expected~~Company. ~~tax~~As ~~with~~of the ~~actual~~balance ~~tax~~sheet ~~expense~~dates, isthe asamounts ~~follows:~~are unsecured, interest free, and have no fixed terms of repayments.

		Nine months ended September 30,
		2010			2009
		Amount	%		Amount	%
Income before provision for income taxes	$	1,559,188		$	1,983,251
Expected PRC income tax expense at statutory tax rate of 25%		389,797	25.0		495,813	25.0
Tax effect of expenses that are not deductible for tax purposes		35,412	2.3		-
Provision for Income Taxes	$	425,209	27.3	$	495,813	25.0

NOTE 9 – AMOUNT DUE TO A SHAREHOLDER

~~(i)~~The amount due to a shareholder represents advances from Mr. Yongping Xu to the Company. As of the balance sheet dates, the balances are unsecured, interest free, and have no fixed terms of repayments.

New Cleopatra is subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiary as determined in accordance with the relevant income tax rules and regulations of the PRC. F-9

~~(ii)~~NOTE 10 – TAXES PAYABLE

~~Festive~~As ~~Lion~~of isthe ~~not~~balance ~~subject~~sheet todates, ~~tax in accordance with~~ the ~~relevant~~Company’s ~~tax~~taxes ~~laws~~payable ~~and~~are ~~regulations~~summarized ofas ~~the BVI.~~ follows:

(iii)

	March 31, 2011		December 31, 2010
Income tax payables	$	1,124,180	$	1,121,089
Service tax payables		738,450		699,827
Other tax payables		35,247		10,277

Total	$	1,897,877	$	1,831,193

~~World~~NOTE ~~Alliance~~11 ~~did~~– ~~not~~OTHER ~~generate any assessable profits since its incorporation and therefore is not subject to HKSAR tax.~~INCOME

~~NOTE~~The 13Company’s –other ~~OPERATING~~income ~~LEASE~~is ~~ARRANGEMENTS~~summarized as follows:

(a)

	Three months ended March 31,
	2011		2010
Sublease rental income from Old Cleopatra	$	43,141		-
Management fee income from Old Cleopatra		11,095		-
Others		-		10,437
Total	$	54,236		10,437

~~Lease~~Old ~~Commitment~~Cleopatra –is Asa ~~lessee~~PRC entity owned by Mr. Yongping Xu, a shareholder of the Company. In the opinion of management, the above related party transactions were entered into by the Company in the normal course of business.

AsNOTE of12 ~~September~~– ~~30,~~PROVISION ~~2010,~~FOR ~~the~~INCOME ~~expected annual lease payment under a non-cancellable operating lease is as follows:~~TAXES

		2010
September 30,
2011	$	575,438
2012		504,591
2013		490,421
2014		490,421
TOTAL	$	2,060,871

Income tax expense for the three months ended March 31, 2011 and 2010 are summarized as follows:

(b)

	Three months ended March 31,
	2011		2010
Current – PRC income tax provision	$	-	$	7,867

Total	$	-	$	7,867

~~Lease~~A ~~Commitment~~reconciliation –of Asthe ~~lessor~~expected tax with the actual tax expense is as follows:

The Company subleases part of the Clubhouse area under an operating lease arrangement. As of September 30, 2010, the expected receivable from a non-cancellable operating lease is as follows:

	Three months ended March 31,
	2011						2010
	Amount			%			Amount			%
(Loss)/income before provision for income taxes	$	(319,570	)				$	39,333

Expected PRC income tax expense at statutory tax rate of 25%		(79,893	)		25.0			9,833			25.0
Tax effect of tax losses not provided for deferred tax		79,893			(25.0	)		-			-
Others		-						(1,966	)		(5.0	)
Provision for Income Taxes	$	-			-		$	7,867			20.0

		2010
September 30,
2011	$	116,844
2012		116,844
2013		116,844
2014		116,844
TOTAL	$	467,376

(i)	New Cleopatra is subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiary as determined in accordance with the relevant income tax rules and regulations of the PRC.

10(ii) Festive Lion is not subject to tax in accordance with the relevant tax laws and regulations of the BVI.

~~NOTE~~(iii) 14World –Alliance ~~SUBSEQUENT~~did ~~EVENT~~not generate any assessable profits since its incorporation and therefore is not subject to HKSAR tax.

The Company has evaluated for disclosure all subsequent events occurring through November 22, 2010, the date the financial statements were issued and filed with the United States Securities and Exchange Commission.F-10

11NOTE 13 – OPERATING LEASE ARRANGEMENTS

~~ITEM~~(a) 2.Lease ~~MANAGEMENT’S~~Commitment ~~DISCUSSION~~– ~~AND~~As ~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~lessee

~~The~~As ~~following~~of ~~discussion~~March ~~and~~31, ~~analysis~~2011, ~~should be read in conjunction with~~ the ~~condensed~~expected ~~consolidated~~annual ~~financial~~lease ~~statements~~payment ~~and~~under ~~the~~a ~~related~~non-cancellable ~~notes~~operating ~~thereto~~lease ~~appearing~~is ~~elsewhere~~as ~~in this report.~~follows:

Forward Looking Statements

	2011
March 31,
2011		493,888
2012	$	607,953
2013		638,383
2014		502,726
2015		603,640
2016		603,640

TOTAL	$	3,450,230

~~Statements made in this Quarterly Report which are not purely historical are forward~~F-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.11

~~Forward-looking~~ITEM ~~statements~~2. MANAGEMENT’S ~~involve~~DISCUSSION ~~inherent~~AND ~~risks~~ANALYSIS ~~and~~OF ~~uncertainties,~~FINANCIAL ~~and~~CONDITION ~~important~~AND ~~factors~~RESULTS ~~(many~~OF of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.OPERATIONS

~~Accordingly,~~Introductory results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.Note

~~Results~~Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q (this “Report”) to the “Company,” “we,” “us” or “our” are references to the combined business of ~~Operations~~Cleopatra International Group, Inc. and its consolidated subsidiaries. References to “New Cleopatra” are references to our wholly-owned subsidiary, Shenzhen New Cleopatra Salon and Spa Company Limited, a PRC wholly foreign owned enterprise. References to “China” or “PRC” are references to the People’s Republic of China. References to “RMB” are to Renminbi, the legal currency of China, and all references to “$” and dollars are to the United States dollar, the legal currency of the United States.

~~Results~~Special ofNote ~~Operations~~Regarding –Forward ~~Three~~Looking ~~Months Ended September 30, 2010 as Compared to Three Months Ended September 30, 2009~~Statements

	Third quarter		Increase/	%
	2010	2009	(decrease)	change
Revenue	2,189,816	1,663,865	525,951	31.6
Cost of services and other operations	1,021,676	650,939	370,737	57.0
Gross profit	1,168,140	1,012,926	155,214	15.3
Selling and distribution expenses	368,428	76,449	291,979	381.9
General and administrative expenses	645,110	92,568	552,542	596.9
Other income	315,932	23,650	292,282	1,235.9
Other expenses	(18,457)	(675)	(17,782)	2,634.4
Income before income taxes	452,077	866,884	(414,807)	(47.9)
Provision for income taxes	148,431	216,721	(68,290)	(31.5)
Net income	303,646	650,163	(346,517)	(53.3)

This Quarterly Report contains forward-looking statements and information relating to Cleopatra International Group, Inc. that are based on the beliefs of our management, as well as assumptions made by and information currently available to us. Such statements should not be unduly relied upon. When used in this Quarterly Report, forward-looking statements include, but are not limited to, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as well as statements regarding new and existing products, technologies and opportunities, statements regarding market and industry segment growth and demand and acceptance of new and existing products, any projections of sales, earnings, revenue, margins or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements regarding future economic conditions or performance, uncertainties related to conducting business in China, any statements of belief or intention, any of the factors mentioned in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2011, and any statements or assumptions underlying any of the foregoing. These statements reflect our current view concerning future events and are subject to risks, uncertainties and assumptions. There are important factors that could cause actual results to vary materially from those described in this Report as anticipated, estimated or expected, including, but not limited to, competition in our industry and the impact of such competition on pricing, revenues and margins, volatility in the securities market due to the general economic downturn; SEC regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward- looking statements, even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act” ) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

~~Revenue~~Results of Operations

~~The~~Results ~~Company~~of ~~operates~~Operations a– ~~clubhouse~~Three inMonths ~~Shenzhen,~~Ended ~~the~~March ~~PRC~~31, ~~with~~2011 aas ~~beauty~~Compared ~~centre,~~to aThree ~~salon~~Months ~~centre~~Ended ~~and~~March ~~spa~~31, ~~facilities. The revenue for the third quarter of~~ 2010 ~~and 2009 are analyzed as follows:~~

		Third quarter				Increase/		%
		Three months ended
		2010		2009		(decrease)		change
		March 31,							Increase/			%
Revenue
		2011				2010			(decrease)			change
Beauty service	$	2,178,466		1,649,885	$	528,581		32.0
Revenue		$	1,249,893				1,147,309		$	102,584			8.9
Food, beverages and others		11,350		13,980		(2,630)		(18.8)
Cost of services and other operations			1,127,369				976,333			151,036			15.5
Total	$	2,189,816		1,663,865	$	525,951		31.6
Gross profit			122,524				170,976			(48,452	)		(28.3	)
Selling and distribution expenses			117,085				68,861			48,224			70.0
General and administrative expenses			378,921				46,401			332,520			716.6
Other income			54,236				10,437			43,799			419.7
Other expenses			-				(26,818	)		26,188			(100	)
Interest expense			324				-			324			100
(Loss)/income before income taxes			(319,570	)			39,333			(358,903	)		N/A
Provision for income taxes			-				7,867			(7,867	)		(100	)
Net (loss)/income		$	(319,570	)			31,466		$	(351,036	)		N/A

~~(a)~~4

~~Beauty services~~ Revenues

The ~~revenue~~Company ~~for~~operates ~~the~~a ~~third~~clubhouse ~~quarter~~(the of“Clubhouse”) ~~2010~~in ~~and 2009 was $2~~Shenzhen,~~178,466~~ ~~and~~the $1PRC,~~649,885,~~ ~~respectively,~~with ~~accounting~~a ~~for~~beauty ~~over~~centre, ~~99%~~a ofsalon ~~total~~centre ~~revenue~~and ~~for~~spa ~~both periods~~facilities. The ~~increase~~revenue byfor ~~$528,581 mainly represents an increase in~~ the ~~revenues~~three ~~from~~months ~~beauty~~ended ~~centre~~March ~~of $279~~31,~~757~~ 2011 and an2010 ~~increase~~are inanalyzed ~~revenues~~as ~~from salon centre of $248,824.~~ follows:

	Three months ended March 31,				Increase/		%
	2011		2010		(decrease)		change
Beauty services	$	1,235,242		1,136,172		99,070		8.7
Food, beverages and others		14,651		11,137		3,514		31.6
Total revenue	$	1,249,893		1,147,309	$	102,584		8.9

(ba) Beauty services

~~Food~~Revenue for the three months ended March 31, ~~beverages~~2011 and ~~others~~2010 was $1,235,242 and $1,136,172, respectively, accounting for over 99% of total revenue for both periods. The increase by $99,070, or 8.7%, was primarily attributable to an increase in the revenues from the salon centre of $192,971, offset in part by a decrease in the revenues from beauty centre of $93,901.

~~Revenue~~(b) ~~for~~Food, ~~the~~beverages ~~third quarter of 2010~~ and ~~2009 accounted for less than 1.0% of the Company’s revenue for both periods. These revenues are insignificant to the Company's operations.~~others

~~Cost~~Revenue offor ~~services~~the three months ended March 31, 2011 and ~~other~~2010 only accounted for less than 1% of the Company’s operations for both periods, which is not significant to the Company’s operations.

Cost of services and other operations ~~for the third quarter of 2010 and 2009 are analyzed as follows:~~

		Third quarter			Increase/	%
		2010	2009		(decrease)	change
Cost
Beauty service	$	1,006,610	639,558	$	367,052	57.4
Food, beverages and others		15,066	11,381		3,685	32.4
Total	$	1,021,676	650,939	$	370,737	57.0

Cost of services and other operations for three months ended March 31, 2011 and 2010 are analyzed as follows:

(a)

	Three months ended March 31,				Increase/			%
	2011		2010		(decrease)			change
Cost
Beauty service	$	1,118,020		966,819		151,201			15.6
Food, beverages and others		9,349		9,514		(165	)		(1.7	)
Total	$	1,127,369		976,333	$	151,036			15.5

(a) Beauty service

~~The~~Cost ~~increase~~of services increased by $~~367~~151,~~052~~201, or 15.6%, from $~~639~~966,~~558~~819 for the ~~third~~three ~~quarter~~months ofended ~~2009~~March 31, 2010 to $1,~~006~~118,~~610~~020 for the ~~third~~same ~~quarter~~period of ~~2010~~2011. The increase was mainly driven by the increase in ~~revenues~~revenue. ~~and~~The ~~the~~increase in cost of services was mainly due to an increase in direct ~~staff~~ payroll and incentive bonus of $43124,~~485~~543, the higher cost of cosmetic products used, and an overall increase in other costs that are in line with the increase in sales.

(b) Food, beverages and others

~~Food,~~The ~~beverage~~decrease ~~and~~was ~~others~~insignificant to the Company’s operations.

~~These sectors are insignificant to the Company’s operation.~~5

Gross profit

~~The~~Gross ~~gross~~ profit and ~~the~~ gross profit margin for the ~~third~~three ~~quarter~~months ofended ~~2010~~March 31, 2011 and ~~2009~~2010 are analyzed as follows:

		Third quarter				Increase/
		Three months ended March 31,						Increase/			%
		2010		2009		(decrease)
		2011				2010		(decrease)			Change
Gross profit
Beauty service	$	~~1,171,856~~$	117,222	~~1,010,327~~	$	~~161,529~~	169,353		(52,131	)		(30.8	)
Food, beverages and others		~~(3,716)~~	5,302	~~2,599~~		~~(6,315)~~	1,623		3,679			226.7
Total	$	1,168,140		1,012,926	$	155,214
		$	122,524				170,976		(48,452	)		(28.3	)
Gross profit margin
Beauty service	%	~~53.8~~%	9.5	~~61.2~~	%	~~(7.4)~~	14.9		(5.4	)		(36.2	)
Food, beverages and others		~~(32.7)~~%	36.2	~~18.6~~		~~(51.3)~~	14.6		21.6			147.9
Average	%	~~53.3~~	9.8	~~60.9~~	%	~~(7.6)~~	14.9		(5.1	)		(34.2	)

(a) Beauty service

~~Beauty~~Gross ~~service~~profit decreased by $52,131, or 30.8%, from $169,333 for the three months ended March 31, 2010 to $117,222 for the same period of 2011. During the first quarter of 2011, the increase in cost of beauty services was higher than the increase in revenue for those products, which led to a decline in gross profit margin. The decrease reflected the fact that we could only transfer a portion of the increased cost to the price of our beauty services in the highly fragmented and competitive market.

~~Gross~~(b) ~~profit increased by $161~~Food,~~529,~~ ~~from~~beverage $1,010,327 in the third quarter of 2009 to $1,171,856 in the third quarter of 2010, mainly driven by an increase in revenues. Gross profit as a percentage of revenue for the third quarter of 2010 was 53.8%, representing a decrease of 7.4% from 61.2% for the same period last year. During the third quarter of 2010, the Company introduced new facial treatment services to the Clubhouse and offer trials at a very low price, and phased out the use of certain cosmetic products. These arrangements account for approximately 6.5% decrease in gross profit margin. The increase in direct staff payroll accounted for another 1.8% decrease in gross profit margin.others

~~(b)~~The increases in gross profit and gross profit margin were not significant to the Company’s operation.

~~Food,~~Selling ~~beverage~~ and ~~others~~distribution expenses

~~The~~Selling ~~decrease~~and indistribution ~~gross~~expenses ~~profit~~increased ~~and~~from ~~gross~~$68,861 ~~profit~~for ~~margin~~the isthree ~~not~~months ended March 31, 2010 to $117,085 for the three months ended March 31, 2011. The significant increase by $48,224, or 70%, was mainly due to the ~~Company’s~~increase ~~operation~~in marketing and advertising expenses of $86,857, as more marketing events were held in the first quarter of 2011. As a result, selling and distribution expenses as a percentage of revenue increased by 3.4% from 6.0% for three months ended March 31, 2010 to 9.4% for three months ended March 31, 2011.

~~Selling~~General and ~~distribution~~administrative expenses

~~Selling~~General and ~~distribution~~administrative expenses increased ~~significantly~~ by $~~291~~332,~~979~~520, asor 716.6%, from $46,401 for the ~~Company~~three ~~organized~~months ~~several~~ended ~~large-scale~~March ~~marketing~~31, ~~events~~2010 ~~during~~to $378,921 for same period of 2011. The increase in general and administrative expenses was primarily due to the expansion of our back office since the third quarter of 2010 in order to support Clubhouse operations, ~~leading~~which led to an increase in ~~marketing~~professional ~~and~~expenses, ~~advertising~~payroll ~~expenses~~and ofrental ~~$286,399~~charges.

~~General~~Other ~~and administrative expenses~~ income

~~General~~The ~~and~~increase ~~administrative~~in ~~expenses~~other ~~increased~~income by $~~552~~43,~~542~~799 tomainly ~~$645,110~~represents ~~for~~ the ~~third~~sublease ~~quarter~~rental income of ~~2010.~~$43,141 ~~The~~collected ~~increase~~from ~~was~~a ~~primarily~~related ~~driven~~party byduring anthe ~~increase~~first inquarter ~~payroll~~ of ~~$217,251~~2011. There ~~and~~was ~~rental~~no ~~and~~such ~~office~~rental ~~expenses~~income ofreceived ~~$150,308,~~in as the ~~Company~~three ~~expanded~~months ~~its~~ended ~~back~~March ~~office~~31, ~~in order to support Clubhouse operations~~2010.

13(Loss)/income for the three months ended March 31, 2011 and 2010

~~Other~~The Company recorded a loss before income tax of $319,570 for the three months ended March 31, 2011, compared to an income of $39,333 for the comparative period last year.

~~Other~~There was no PRC income tax provision for the ~~third~~first quarter of ~~2010~~2011 ~~and~~as ~~2009~~the ~~mainly~~Company ~~included~~did ~~sublease~~not ~~rental~~generate ~~income~~any ofassessable ~~$23,855~~profits ~~and~~in ~~$23,643,~~this ~~respectively,~~period. ~~and~~Tax ~~management~~provision ~~fee~~for ~~income~~the ~~from~~comparative aperiod ~~related~~last ~~party~~year ofwas $ ~~265~~7,~~316and nil, respectively~~867. ~~The Company did not receive management fee income in 2009.~~

~~Income~~Net income amounting to $31,466 for the ~~quarter~~three months ended ~~September~~March 3031, 2010 dropped by $351,036 to a net loss of $319,570 for the same period of 2011. The decreases were mainly due to the significant increase in general and ~~2009~~administrative expenses and decrease in gross profit margin as mentioned above.

Income before income taxes decreased by $414,807, or 47.9%, from $866,884 for the third quarter of 2009 to $452,077 for the same period of 2010. Net income decreased by $346,517, or 53.3%, from $650,163 for the third quarter of 2009 to $303,646 for the same period of 2010. The decrease in pretax income and net income was mainly due to the increase in selling & distribution expenses and general & administrative expenses as mentioned above. 6

~~Results~~Liquidity ofand ~~Operations~~Capital ~~– Nine Months Ended September 30, 2010 as Compared to Nine Months Ended September 30, 2009~~Resources

		Nine months ended
		September 30,			Increase/	%
		2010	2009		(decrease)	change
Revenue	$	5,788,606	4,355,812	$	1,432,794	32.9
Cost of services and other operations		2,813,554	1,947,102		866,452	44.5
Gross profit		2,975,052	2,408,710		566,342	23.5
Selling and distribution expenses		882,753	230,001		652,752	283.8
General and administrative expenses		821,920	235,503		586,417	249.0
Other income		370,940	71,230		299,710	420.8
Other expenses		(82,131)	(31,185)		(50,946)	163.4
Income before income taxes		1,559,188	1,983,251		(424,063)	(21.4)
Provision for income taxes		425,209	495,813		(70,604)	(14.2)
Net income	$	1,133,979	1,487,438	$	(353,459)	(23.8)

Cash and cash equivalents

~~Revenues~~As of March 31, 2011, the Company had a total cash and cash equivalents of $286,765 compared to $1,429,642 as of December 31, 2010. The cash was mainly used to fund the Company’s operations. The Company’s cash flows for the three months ended March 31, 2011 are analyzed as follows:

~~Revenue~~Cash ~~for~~Flows ~~the~~– ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2010~~2011 ~~and~~as ~~2009~~Compared ~~are~~to ~~analyzed~~Three asMonths ~~follows:~~Ended March 31, 2010

		Nine months ended September 30,				Increase/		%
		Three months ended March 31,
		2010		2009		(decrease)		change
		2011				2010
Beauty services	$	5,743,590		4,322,312	$	1,421,278		32.9
Net cash (used in)/provided by operating activities		$	(951,069	)			102,527
Food, beverages and others		45,016		33,500		11,516		34.4
Net cash used in investing activities			(146,550	)			(68,136	)
Total revenue	$	5,788,606		4,355,812	$	1,432,794		32.9
Net cash (used in)/provided by financing activities			(36,322	)			2,402
Net (decrease)/increase in cash and cash equivalents		$	(1,133,941	)			36,793

Our net cash used in operating activities for the three months ended March 31, 2011 was $951,069, as compared to net cash provided by operating activities of $102,528 for the same period of 2010. The decrease in cash flows from operating activities by $1,053,596 was mainly due to (ai) the net loss generating from the operating activities of $319,570 during the first quarter of 2011; (ii) the increase in deposit and other receivables of $319,313; and (iii) the increase in the amount due from Shenzhen Cleopatra Beauty ~~services~~and Salon Company Limited, a related party, of $545,086. Shenzhen Cleopatra Beauty and Salon Company Limited is a PRC entity owned by Mr. Yongping Xu, a shareholder of the Company. As of the balance sheet dates, the amounts are unsecured, interest free, and have no fixed terms of repayments.

~~Revenue~~Our ~~for~~cash ~~the~~flow ~~nine~~used ~~months~~in ~~ended~~investing ~~September~~activities ~~30, 2010 and 2009 was $5,743,590 and $4,322,312, respectively, accounting for over 99% of total revenue for both periods. The increase by $1,421,278~~ mainly ~~represents~~represented ~~an increase in~~ the ~~revenues~~purchases ~~from beauty centre~~ of ~~$750,701~~equipment and anmachinery ~~increase~~during inthe ~~revenues~~applicable ~~from salon centre of $670,577~~periods.

~~(b)~~Our ~~Food~~cash flow used in financing activities for the three months ended March 31, ~~beverages~~2011 ~~and~~was ~~others~~$36,322, mainly representing repayment of notes payable in connection with the purchase of motor vehicles of $30,231.

~~Revenue~~Working ~~for the nine months ended September 30, 2010 and 2009 only accounted for less than 1.0% of the Company’s operations for both periods, which is not significant to the Company’s operations.~~Capital

~~Cost~~As of ~~services~~March ~~and~~31, ~~other~~2011, ~~operations~~the Company recorded a working capital deficit of $1,424,496, as compared to a deficit of $1,196,180 as of December 31, 2010. The decrease in deficit was mainly attributable to the net loss generated for the three months ended March 31, 2011.

~~Cost~~As of ~~services~~March ~~and~~31, 2011, there are no lines of credit or other ~~operations~~external ~~for~~sources ~~nine~~available ~~months~~to ~~ended~~the ~~September~~Company. We 30currently ofdo ~~2010~~not ~~and~~have ~~2009~~any ~~are~~material ~~analyzed~~commitments asfor ~~follows:~~capital expenditures.

		Nine months ended September 30,			Increase/	%
		2010	2009		(decrease)	change
Cost
Beauty service	$	2,771,447	1,915,929	$	855,518	44.7
Food, beverages and others		42,107	31,173		10,934	35.1
Total	$	2,813,554	1,947,102	$	866,452	44.5

We anticipate that our existing cash balances and cash generated from future sales will be sufficient to permit us to conduct our operations and to carry out our contemplated business plans for the next twelve months.

~~(a)~~Off-Balance Sheet Transactions

~~Beauty~~We ~~service~~do not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, cash flows, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

14Critical Accounting Policies

~~Cost~~Our discussion and analysis of ~~services~~our ~~increased~~financial bycondition ~~$855,518~~and ~~from~~results $1of operations are based upon our condensed consolidated financial statements,~~915,929~~ ~~for~~which have been prepared in accordance with accounting principles generally accepted in the ~~nine~~United ~~months~~States. ~~ended~~The ~~September~~preparation ~~30,~~of ~~2009~~these condensed consolidated financial statements requires us to $2make estimates,~~771~~ judgments and assumptions that affect the reported amounts of assets,~~447~~ ~~for~~liabilities, revenues and expenses, and the ~~same~~related ~~period~~disclosure of ~~2010~~contingent assets and liabilities. ~~The~~We ~~increase~~base ~~was~~our ~~mainly~~estimates ~~driven~~on byhistorical experience and on various other assumptions that we believe are reasonable under the ~~increase~~circumstances, inthe ~~revenue~~results ~~and~~of ~~increase~~which inform ~~direct~~the ~~payroll~~basis for making judgments about the carrying values of ~~$142,101~~assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

~~(b)~~7

~~Food,~~An ~~beverages~~accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimates are made, and ~~others~~if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements.

~~The~~We ~~increase~~believe ~~was~~that ~~insignificant~~the tofollowing critical accounting policy reflects the ~~Company’s~~significant estimates and assumptions which are used in the preparation of the consolidated financial statements and affect our financial condition and results of operations.

~~Gross~~Revenue ~~profit~~Recognition

~~Gross~~Revenue ~~profit~~is ~~and~~recognized ~~gross~~when ~~profit~~there ~~margin~~is ~~for~~persuasive ~~the~~evidence ~~nine~~of ~~months~~an ~~ended~~arrangement, ~~September~~delivery 30has ofoccurred, ~~2010~~price has been fixed or is determinable, and ~~2009~~collectability ~~are~~is ~~analyzed~~reasonably asassured, ~~follows~~on the following bases:

		Nine months ended September 30,			Increase/
		2010	2009		(decrease)
Gross profit
Beauty service	$	2,972,143	2,406,383	$	565,760
Food, beverages and others		2,909	2,327		582
	$	2,975,052	2,408,710	$	566,342
Gross profit margin
Beauty service	%	51.7	55.7	%	(3.9)
Food, beverages and others	%	6.5	6.9	%	(0.5)
Average		51.4	55.3		(3.9)

(i) Service revenue

~~(a)~~The Company provides membership packages to members while also accepting walk-in customers.

~~Beauty~~For membership packages, the amount received from customers represents prepaid beauty services. As the Company is obligated to provide future beauty services to customers, all moneys received will be recognized as deferred service revenue. When services are rendered, the amount will be recognized as revenue.

~~Gross~~For ~~profit~~walk-in ~~increased by $565~~customers,~~760,~~ orsales ~~23.5%,~~revenue ~~from~~is ~~$2,406,383~~recognized ~~for~~at the ~~nine~~time ~~months ended September 30, 2009 to $2,972,143 for~~ the ~~same~~service ~~period~~is ~~of 2010~~rendered. During the third quarter of 2010, the Company introduced new facial treatment services to the Clubhouse, offered trials at a very low price, and phased out the use of certain cosmetic products. These arrangements account for approximately 1.7% decrease in gross profit margin. The increase in direct staff payroll accounted for another 2.4% decrease in gross profit margin.

(bii) Management fee income is recognized when services have been rendered;

(iii) Food, and beverage ~~and~~revenues ~~others~~are recognized upon delivery;

~~The~~(iv) ~~increases~~Sub-lease inrevenue, ~~gross~~on ~~profit~~an ~~and~~accrual ~~gross~~basis; ~~profit margin were not significant to the Company’s operation.~~ and

~~Selling~~(v) ~~and~~Other ~~distribution~~revenue, ~~expenses~~when the right to receive payment has been established.

~~Selling~~Revenue ~~and~~is ~~distribution~~measured ~~expenses~~at ~~increased from $230,001 for~~ the ~~nine~~fair ~~months~~value ~~ended~~of ~~September 30, 2009 to $882,753 for~~ the ~~nine~~consideration ~~months~~received ~~ended~~or ~~September 30~~receivable, ~~2010. The~~net ~~significant~~of ~~increase~~sales bydiscount ~~$652,752 was mainly due to the increase in marketing~~ and ~~advertising~~business ~~expenses of $402,978~~tax.

~~General~~Recent ~~and~~Accounting ~~administrative expenses~~Pronouncements

~~General and administrative expenses increased by $586,417, from $235,503 for the nine months ended September 30, 2009 to $821,920 for same period of 2010.~~ The ~~significant~~Company ~~increase~~does ~~was~~not ~~primarily~~expect ~~due~~that to the ~~increase~~adoption ~~in payroll~~ of ~~$197,420,~~any ~~rental~~recent ~~and~~accounting ~~office~~pronouncements ~~expenses~~will ofhave ~~$143,488,~~any asmaterial ~~the~~impact ~~Company~~on ~~expanded~~ its ~~back~~financial ~~office in 2010 in order to support Clubhouse operations~~statements.

~~Other~~ITEM ~~income~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~The~~We ~~increase~~are exposed to various market risks arising from adverse changes in ~~other~~market ~~income~~rates byand ~~$299~~prices,~~710~~ ~~mainly~~such ~~represents~~as ~~the~~foreign exchange fluctuations and interest rates, which could impact our results of operations and financial position. We do not currently engage in any hedging or other market risk management ~~fee~~tools, ~~collected~~and ~~from~~we ado ~~related~~not ~~party~~enter ~~during~~into ~~2010~~derivatives or other financial instruments for trading or speculative purposes.

~~Income~~Foreign ~~for~~Currency ~~the~~Exchange ~~nine~~Rate ~~months ended September 30, 2010 and 2009~~Risk

~~The~~Fluctuations ~~Company~~in ~~recorded~~the arate ~~profit~~of ~~before~~exchange ~~income~~between ~~tax~~the ofU.S. $1dollar and foreign currencies,~~559~~ primarily the Renminbi (“RMB”),~~188~~ ~~for~~could adversely affect our financial results. During the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, ~~which~~approximately ~~decreased~~all byof ~~$424,063,~~our orsales 21were denominated in foreign currencies.4% We expect that foreign currencies will continue to represent a similarly significant percentage of our sales in the future. Selling, ~~compared~~marketing ~~with~~and administrative costs related to these sales are largely denominated in the same ~~period~~respective ofcurrency, ~~2009~~thereby mitigating our transaction risk exposure. ~~Net~~We ~~income~~therefore ~~decreased~~believe bythat ~~$353,459,~~the risk of a significant impact on our operating income from $1foreign currency fluctuations is not substantial. However,~~487,438~~ for ~~the~~sales ~~nine~~not ~~months~~denominated ~~ended~~in ~~September~~U.S. 30dollars, ~~2009~~if tothere ~~$1,133,979~~is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the ~~same~~foreign ~~period~~currency to equal a specified amount of ~~2010~~U.S. ~~The~~dollars ~~decreases~~than ~~were~~before ~~mainly~~the ~~due~~rate toincrease. In such cases and if we price our products in the ~~significant~~foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products in ~~selling~~U.S. dollars and ~~distribution~~competitors ~~expenses~~price ~~and~~their ~~general~~products ~~and~~in ~~administrative~~local ~~expenses~~currency, asan ~~mentioned~~increase ~~above~~in the relative strength of the U.S. dollar could result in our price not being competitive in a market where business is transacted in the local currency.

~~Liquidity and Capital Resources~~8

~~Cash~~All of our sales denominated in foreign currencies are denominated in RMB. Our principal exchange rate risk therefore exists between the U.S. dollar and ~~cash~~this ~~equivalents~~currency. Fluctuations from the beginning to the end of any given reporting period result in the re-measurement of our foreign currency-denominated receivables and payables, generating currency transaction gains or losses that impact our non-operating income/expense levels in the respective period and are reported in other income (expense), net in our combined consolidated financial statements. We do not currently hedge our exposure to foreign currency exchange rate fluctuations. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

AsInterest ofRate September 30, 2010, the Company had a total cash and cash equivalents of $56,677 compared to $21,000 as of December 31, 2009. The cash was mainly used to fund the Company’s operations. The Company’s cash flows for the nine months ended September 30, 2010 are analyzed as follows:Risk

15Changes in interest rates may affect the interest paid (or earned) and therefore affect our cash flows and results of operations. However, we do not believe that this interest rate change risk is significant.

~~Cash Flows – Nine Months Ended September 30, 2010 as Compared to Nine Months Ended September 30, 2009~~Inflation

	Nine months ended September 30,
		2010		2009
Net cash provided by operating activities	$	538,532	$	2,523,303
Net cash used in investing activities		(113,601)		(68,410)
Net cash used in financing activities		(393,459)		(2,351,431)
Net increase in cash and cash equivalents	$	31,472	$	103,462

Inflation has not had a material impact on the Company's business in recent years.

~~Our~~Currency ~~net~~Exchange cash provided by operating activities for the nine months ended September 30, 2010 and 2009 was $538,532 and $2,523,303, respectively. The decrease in cash flows from operating activities by $1,984,771 was mainly due to i) the increase of $807,454 in prepayment for the purchase of the cosmetic products and the advertisement fees; and ii) the increase in amount due from Shenzhen Cleopatra Beauty & Salon Company Limited, a related party, of $1,153,427. Shenzhen Cleopatra Beauty and Salon Company Limited is a PRC entity owned by Mr. Xu Yong Ping, a shareholder of the Company. As of the balance sheet dates, the amounts are unsecured, interest free, and have no fixed terms of repayments.Fluctuations

~~Our~~All ~~cash~~of ~~flow~~the ~~used~~Company's revenues are also denominated in ~~investing~~RMB, ~~activities~~while ~~mainly~~its ~~represented~~expenses are denominated primarily in Chinese Renminbi ("RMB"). The value of the ~~purchases~~RMB-to-U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Since 1994, the conversion of ~~equipment~~RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China, which are set daily based on the previous day's inter-bank foreign exchange market rates and ~~machinery~~current ~~during~~exchange rates on the ~~periods~~world financial markets. Since 1994, the official exchange rate for the conversion of RMB to U.S. dollars had generally been stable and RMB had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the U.S. dollar. Under the new policy, RMB may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure on the Chinese government to decouple the RMB from the United States dollar. At the recent quarterly regular meeting of People's Bank of China, its Currency Policy Committee affirmed the effects of the reform on RMB exchange rate. Since February 2006, the new currency rate system has been operated; the currency rate of RMB has become more flexible while basically maintaining stable and the expectation for a larger appreciation range is shrinking. The Company has never engaged in currency hedging operations and has no present intention to do so.

Our cash flows used in financing activities for the nine months ended September 30, 2010 was $393,459, representing a decrease of 1,957,972 compared to $2,351,431 as of September 30, 2009. The decrease was mainly due to the decrease in amount due to a shareholder by $2,012,138. The amount due to a shareholder represents advances from Mr. Xu Yong Ping to the Company. As of the balance sheet dates, the balances are unsecured, interest free, and have no fixed terms of repayments. 9

~~Working~~Concentration ~~Capital~~of Credit Risk

AsCredit ofrisk ~~September~~represents ~~30,~~the ~~2010,~~accounting ~~the~~loss ~~Company~~that ~~recorded~~would abe ~~working~~recognized ~~capital~~at ~~deficit~~the ofreporting ~~$666,293,~~date asif ~~compared~~counterparties failed completely to aperform ~~deficit~~as contracted. Concentrations of ~~$2,009,637~~credit asrisk (whether on or off balance sheet) that arise from financial instruments exist for groups of ~~December~~customers ~~31,~~or ~~2009. The~~counterparties ~~decrease~~when inthey ~~deficit~~have ~~was~~similar ~~mainly~~economic ~~due~~characteristics that would cause their ability to ~~the~~meet ~~profit~~contractual ~~generated~~obligations ~~for~~to ~~the~~be ~~nine~~similarly ~~months~~affected ~~ended~~by ~~September~~changes ~~30,~~in ~~2010.~~economic or other conditions as described below:

As1. Approximately 100% of ~~September~~the ~~30,~~Company's ~~2010~~revenue is derived from the PRC. Changes in laws and regulations, ~~there~~or ~~are~~their nointerpretation, ~~lines~~or the imposition of ~~credit~~confiscatory ortaxation, ~~other~~restrictions ~~external~~on ~~sources~~currency ~~available~~conversion, todevaluations of currency or the ~~Company. We~~nationalization ~~currently~~or doother ~~not~~expropriation of private enterprises could have ~~any~~a material ~~commitments~~adverse ~~for~~effect ~~capital~~on ~~expenditures~~our business, results of operations and financial condition.

We2. ~~anticipate~~If ~~that~~the ~~our~~Company ~~existing~~is ~~cash~~unable ~~balances~~to ~~and~~derive ~~cash~~any ~~generated~~revenues from ~~future~~China, ~~sales~~it ~~will~~would behave ~~sufficient~~a tosignificant, ~~permit~~financially usdisruptive toeffect ~~conduct~~on ~~our~~normal operations ~~and~~of ~~to carry out our contemplated business plans for~~ the ~~next twelve months~~Company.

~~Off-Balance~~ITEM ~~Sheet~~4. CONTROLS ~~Transactions~~AND PROCEDURES

WeDisclosure doControls ~~not~~and maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, cash flows, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.Procedures

~~Critical~~Under ~~Accounting~~the ~~Policies~~supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness, as of March 31, 2011, of the design and operation of our disclosure controls and procedures, as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Our~~Changes ~~discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared~~ in ~~accordance~~Internal ~~with~~Controls ~~accounting~~over ~~principles~~Financial ~~generally accepted in the United States~~Reporting. The preparation of these condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

AnThere ~~accounting~~has ~~policy~~been isno ~~considered~~change toin beour ~~critical~~internal ifcontrol itover ~~requires~~financial anreporting ~~accounting~~during ~~estimate to be made based on assumptions about matters that are highly uncertain at~~ the ~~time~~first ~~the~~fiscal ~~estimates~~quarter ~~are~~of ~~made,~~2011 ~~and if different estimates~~ that ~~reasonably~~has ~~could~~materially ~~have been used~~affected, or ~~changes~~is ~~in the accounting estimates that are~~ reasonably likely to ~~occur~~materially affect, ~~could~~our ~~materially~~internal ~~impact~~control ~~the~~over ~~consolidated~~ financial ~~statements~~reporting.

WePART ~~believe~~II: OTHER that the following critical accounting policy reflect the significant estimates and assumptions which are used in the preparation of the consolidated financial statements and affect our financial condition and results of operations.INFORMATION

16ITEM 1. LEGAL PROCEEDINGS

~~Revenue~~Neither ~~Recognition~~we nor our subsidiaries are currently a party to any material legal proceedings.

~~Revenue~~ITEM is1A. RISK ~~recognized when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectibility is reasonably assured, on the following bases:~~ FACTORS

~~(i)~~Not applicable to smaller reporting companies.

~~Service~~ITEM ~~revenue~~2. UNREGISTERED ~~and~~SALES ~~management~~OF ~~fee~~EQUITY ~~income,~~SECURITIES ~~when~~AND ~~services~~USE ~~have~~OF ~~been rendered;~~PROCEEDS

~~(ii)~~None.

~~Food~~ITEM ~~and~~3. DEFAULT ~~beverage~~UPON ~~revenues~~SENIOR ~~are recognized upon delivery;~~SECURITIES

~~(iii)~~None.

~~Sublease~~ITEM ~~revenue,~~4. [REMOVED onAND ~~an accrual basis;~~RESERVED]

~~(iv)~~ITEM 5. OTHER INFORMATION

~~Other revenue, when the right to receive payment has been established~~None.

~~Recent Accounting Pronouncements~~10

~~The~~ITEM ~~Company does not expect that the adoption of any recent accounting pronouncements will have any material impact on its financial statements~~6. EXHIBITS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Vibrosaun International, Inc. (1)

3.2		By-laws of Vibrosaun International, Inc. (1)

3.3		Filed Stamped Articles of Amendment including Agreement and Plan of Merger (2)

10.1		Form of Lease Agreement by and between Shenzhen Yusheng Investment Development Company Limited and Shenzhen New Cleopatra Beauty & Salon Company Limited (3)

10.2		Form of Lease Agreement by and between Shenzhen Lujing Property Management Co., Ltd. and Shenzhen New Cleopatra Beauty & Salon Company Limited (3)

31.1		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

We(1) ~~are~~Vibrosaun ~~exposed~~International, toInc.’s ~~various~~Amended ~~market risks arising from adverse changes in market rates~~ and ~~prices,~~Restated ~~such~~Certificate asof ~~foreign~~Incorporation ~~exchange fluctuations~~ and ~~interest rates~~By-laws, ~~which~~Exhibits ~~could~~3.1 ~~impact our results of operations~~ and ~~financial position~~3.2, Werespectively, dowere ~~not~~previously ~~currently~~filed ~~engage~~with inthe ~~any~~SEC ~~hedging~~on orForm ~~other~~10, ~~market~~on ~~risk~~September ~~management~~12, ~~tools~~2008, and weare doherein ~~not~~incorporated ~~enter~~by ~~into derivatives or other financial instruments for trading or speculative purposes~~reference.

~~Foreign~~(2) ~~Currency~~Exhibit ~~Exchange~~3.3, ~~Rate~~the ~~Risk~~Filed Stamped Articles of Amendment including Agreement and Plan of Merger, was previously filed with the SEC as Exhibit 3.1 to Form 10-Q on August 16, 2010, and are herein incorporated by reference.

~~Fluctuations~~(3) inExhibits ~~the rate of exchange between the U~~10.S.1 ~~dollar~~ and ~~foreign currencies, primarily the Chinese Renminbi, could adversely affect our financial results~~10.2 ~~During~~were ~~the~~previously ~~nine~~filed ~~months~~with ended September 30, 2010, approximately all of our sales are denominated in foreign currencies. We expect that foreign currencies will continue to represent a similarly significant percentage of our sales in the ~~future.~~SEC ~~Selling,~~on ~~marketing~~Form ~~and~~10-K administrative costs related to these sales are largely denominated in the same respective currency, thereby mitigating our transaction risk exposure. We therefore believe that the risk of a significant impact on ~~our~~April ~~operating income from foreign currency fluctuations is not substantial. However~~15, ~~for~~2011 sales not denominated in U.S. dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases and ifare weherein ~~price~~incorporated ~~our~~by ~~products in the foreign currency, we will receive less in U~~reference.S. dollars than we did before the rate increase went into effect. If we price our products in U.S. dollars and competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our price not being competitive in a market where business is transacted in the local currency.

All of our sales denominated in foreign currencies are denominated in the Chinese Renminbi. Our principal exchange rate risk therefore exists between the U.S. dollar and this currency. Fluctuations from the beginning to the end of any given reporting period result in the re-measurement of our foreign currency-denominated receivables and payables, generating currency transaction gains or losses that impact our non-operating income/expense levels in the respective period and are reported in other income (expense), net in our combined consolidated financial statements. We do not currently hedge our exposure to foreign currency exchange rate fluctuations. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.11

~~Interest Rate Risk~~SIGNATURES

~~Changes~~Pursuant into ~~interest~~the ~~rates~~requirements ~~may~~of ~~affect~~ the ~~interest~~Securities ~~paid~~Exchange ~~(or~~Act ~~earned)~~of ~~and~~1934, ~~therefore~~the ~~affect~~registrant ~~our~~has ~~cash~~duly ~~flows~~caused ~~and~~this ~~results~~report ofto ~~operations.~~be ~~However,~~signed weon doits ~~not~~behalf ~~believe~~by ~~that~~the ~~this~~undersigned ~~interest~~thereunto ~~rate~~duly ~~change risk is significant~~authorized.

Inflation

	CLEOPATRA INTERNATIONAL GROUP, INC.

Date: May 23, 2011	By:	/s/ Yongping Xu
		Yongping Xu
		Chief Executive Officer
		(Principal Executive Officer)

Inflation has not had a material impact on the Company's business in recent years.

Date: May 23, 2011	By:	/s/ Lixin Zhang
		Lixin Zhang
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

~~Currency Exchange Fluctuations~~12

~~All~~EXHIBIT of the Company's revenues are denominated in Chinese Renminbi, while its expenses are denominated primarily in Chinese Renminbi ("RMB"). The value of the RMB-to-U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Since 1994, the conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China, which are set daily based on the previous day's inter-bank foreign exchange market rates and current exchange rates on the world financial markets. Since 1994, the official exchange rate for the conversion of RMB to U.S. dollars had generally been stable and RMB had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the U.S. dollar. Under the new policy, RMB may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure INDEX

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Vibrosaun International, Inc. (1)

3.2		By-laws of Vibrosaun International, Inc. (1)

3.3		Filed Stamped Articles of Amendment including Agreement and Plan of Merger (2)

10.1		Form of Lease Agreement by and between Shenzhen Yusheng Investment Development Company Limited and Shenzhen New Cleopatra Beauty & Salon Company Limited (3)

10.2		Form of Lease Agreement by and between Shenzhen Lujing Property Management Co., Ltd. and Shenzhen New Cleopatra Beauty & Salon Company Limited (3)

31.1		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

on(1) ~~the~~Vibrosaun ~~Chinese~~International, ~~government to decouple the RMB from the United States dollar~~Inc.’s AtAmended ~~the~~and ~~recent~~Restated ~~quarterly~~Certificate ~~regular meeting~~ of ~~People's~~Incorporation ~~Bank~~and ~~of China~~By-laws, ~~its~~Exhibits ~~Currency~~3.1 ~~Policy~~and ~~Committee affirmed the effects of the reform on RMB exchange rate~~3.2, ~~Since February 2006~~respectively, ~~the~~were ~~new~~previously ~~currency~~filed ~~rate~~with ~~system has been operated;~~ the ~~currency~~SEC ~~rate~~on ofForm ~~RMB~~10, ~~has~~on ~~become~~September ~~more~~12, ~~flexible~~2008, ~~while basically maintaining stable~~ and ~~the~~are ~~expectation~~herein ~~for~~incorporated aby ~~larger appreciation range is shrinking~~reference. ~~The Company has never engaged in currency hedging operations and has no present intention to do so.~~

~~Concentration~~(2) Exhibit 3.3, the Filed Stamped Articles of ~~Credit~~Amendment ~~Risk~~including Agreement and Plan of Merger, was previously filed with the SEC as Exhibit 3.1 to Form 10-Q on August 16, 2010, and are herein incorporated by reference.

~~Credit~~(3) ~~risk~~Exhibits ~~represents~~10.1 ~~the~~and ~~accounting~~10.2 ~~loss~~were ~~that~~previously ~~would~~filed bewith ~~recognized at~~ the ~~reporting~~SEC ~~date~~on ifForm ~~counterparties~~10-K ~~failed completely to perform as contracted. Concentrations of credit risk (whether~~ on orApril ~~off~~15, ~~balance~~2011 ~~sheet)~~and ~~that~~are ~~arise~~herein ~~from~~incorporated financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by ~~changes in economic or other conditions as described below:~~reference.

1. Approximately 100% of the Company's revenue is derived from the PRC. Changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition.13

2. If the Company is unable to derive any revenues from China, it would have a significant, financially disruptive effect on normal operations of the Company.

ITEM 4. CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures are appropriate and effective. They have evaluated these controls and procedures as of the date of this report on Form 10-Q. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Our management believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None; not applicable.

ITEM 1A. RISK FACTORS.

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None; not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None; not applicable.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

On May 13, 2010, Vincent & Rees, L.C. (the “Buyer”), entered into a Stock Purchase Agreement (the “SPA”) with Chiricahua Company, a Utah limited liability company and the holder of 2,400,000 shares, representing approximately 80% of the outstanding common stock of Vibrosaun International, Inc., a Nevada corporation (the “Company”), by which the Buyer agreed to purchase 2,279,000 shares of Chiricahua Company’s common stock for $119,197 or $0.0523 per share. At the closing of the SPA, the Buyer became the holder of an aggregate of approximately 76% of the Company’s outstanding shares of common stock.

On June 24, 2010, Vibrosaun entered into a share exchange transaction with Festive Lion Limited, a British Virgin Island Company (“FLL”), and the owners and majority shareholders of FLL. According to the terms of this Agreement, Vibrosaun shall acquire all of the equity ownership of FLL in exchange for a certain number of shares of the voting stock of Vibrosaun. Specifically, the Shareholders shall transfer all of the shares of FLL held by them (the “FLL Shares”), constituting 100% ownership of FLL, to Vibrosaun in exchange for 57,000,000 shares of Vibrosaun’s common stock.

The Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law, and shall be announced on Form 8-K once it is completed. Immediately prior to the Exchange, Vibrosaun shall have a total of approximately 2,999,648 shares of its common stock issued and outstanding, and the Exchange Shares shall be issued in addition to the existing amount. For Federal income tax purposes, it is intended that the Exchange shall constitute a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Board of Directors of Vibrosaun and the Board of Directors of FLL have each approved the proposed transaction, contingent upon satisfaction prior to closing of all of the terms and conditions of this Agreement; and

FLL wholly owns World Alliance Holdings, a Hong Kong company. World Alliance Holdings wholly owns Shenzhen New Cleopatra Beauty & Salon Company Limited.

On June 15, 2010, Vibrosaun International, Inc. (the “Registrant”) caused to be formed a corporation under the laws of the State of Nevada called Cleopatra International Group, Inc. (“Merger Sub”) which is a direct wholly-owned subsidiary of the Registrant. On June 30, 2010, the Registrant and Merger Sub entered into an Agreement and Plan of Merger, to become effective on July 2, 2010, pursuant to which Merger Sub merged with and into the Registrant and the Registrant remained as the surviving corporation of the merger.

As a result of the merger, the corporate name of the Registrant was changed to “Cleopatra International Group, Inc.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger the separate existence of Merger Sub then ceased. The Registrant was the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in the directors, officers, capital structure or business of the Registrant.

The Registrant, as the parent domestic Nevada corporation, owning 100 percent of the outstanding shares of Merger Sub, under Nevada law (NRS Section 92A.180) may merge Merger Sub into itself without shareholder approval and effectuate a name change without shareholder approval.

ITEM 6. EXHIBITS.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

CLEOPATRA INTERNATIONAL GROUP, INC.

Date:	November 22, 2010	By:	/s/ Xu YongPing
			Xu YongPing
			Chief Executive Officer
Date:	November 22, 2010	By:	/s/ZheYong He
			ZheYong He
			Chief Financial Officer

Filing Compare · CLEOPATRA INTERNATIONAL GROUP, INC.