UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-~~KCURRENT REPORT~~K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 115, 2011

Cleopatra International Group, Inc.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-53411 (Commission File Number) 26-3788124 (IRS Employer Identification No.)

9th Floor, Haiwailianyi Building,

No. 12 Yingchun Road, Luohu District, Shenzhen City, Guangdong Province, China

(Address of principal executive offices and zip code)

(86) 755-8230-9541

(Registrant’s telephone number including area code)

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

~~[ ]~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Written~~o Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

~~[ ]~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Soliciting~~o Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c) )

~~[ ]~~Item 5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

~~Pre-commencement~~Effective ~~communications~~as ~~pursuant~~of toApril ~~Rule~~15, ~~14d-2(b)~~2011, ~~under~~Zheyong He resigned as the ~~Exchange~~interim ~~Act~~chief ~~(17~~financial ~~CFR~~officer ~~240~~of Cleopatra International Group, Inc.~~14d-2~~ (bthe “Company”)). There were no disagreements between Mr. He and the Company on any matter relating to the Company’s operations, policies or practices, which resulted in his resignation. Effective as of April 15, 2011, Mr. Lixin Zhang was appointed to replace Mr. He as chief financial officer. Mr. Zhang shall receive a monthly salary of RMB30,000 for his services as chief financial officer.

~~[ ]~~Mr. Zhang has more than 15 years of experience in accounting, financial management and capital operations. Prior to being appointed as chief financial officer, from January 2011 to April 2011, Mr. Zhang served as a financial manager to the Company and received a monthly salary of RMB12,000. Prior to joining the Company, Mr. Zhang served as deputy general manager and capital operations advisor of Shenzhen Golden Sunflower Investment and Planning Co., Ltd. from January 2009 to December 2010. From 2006 to 2009, Mr. Zhang was a finance department manager of Direct Energy, a supplier of energy and energy optimization solutions in North America that is wholly owned by CENTRICA (LSE: CAN). From 2003 to 2004, Mr. Zhang served as division head of the department of strategic development for Huizhou MACAT Motorcycle Co., Ltd., a Chinese motorcycle manufacturer, and from 1994 to 2003, he was chief financial officer of Shenzhen Construction Equipment Materials Import & Export Corp., a PRC state-owned enterprise. Mr. Zhang graduated from Shenzhen University with a bachelor’s degree in economics and is Level 5-qualified with the Certified General Accountant Association of Canada.

~~Pre-commencement~~Mr. ~~communications~~Zhang ~~pursuant~~has tono ~~Rule~~family ~~13e-4(c)~~relationship ~~under~~with any of the ~~Exchange~~executive ~~Act~~officers ~~(17~~or ~~CFR~~directors ~~240~~of the Company.~~13e-4(c))~~ There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Zhang had, or will have, a direct or indirect material interest.

Item 59.0201. ~~Departure~~Financial ofStatements ~~Directors~~and ~~or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers~~Exhibits.

~~Effective as of April 1, 2011, the Board of Directors of Cleopatra International Group, Inc.~~ (~~the “Company”~~d), appointed Li Guo (Howard) Zhao to serve as an independent director for a term of one year. The Board of Directors also established a Compensation Committee, to which Mr. Zhao and Hua Deng were appointed to serve as members, and to which Mr. Zhao was appointed to serve as Chairman. Exhibits:

~~Pursuant to a three year agreement with the Company, Mr~~None. Zhao will receive a fee of RMB6,000 (approximately $900) per month for the term of the agreement. Upon execution of his agreement, Mr. Zhao was awarded 200,000 shares of common stock as compensation for services to be rendered as an independent director. The Company will also reimburse Mr. Zhao for expenses related to his attendance at meetings of the board, meetings of committees of the board, executive sessions and shareholder meetings. Mr. Zhao also provides consulting services to the Company and receives RMB60,000 (approximately $9,000) per month in exchange for such services.

Since October 2010, Mr. Li Guo (Howard) Zhao, age 63, has been providing executive training and business decision workshops to the Company’s internal staff to increase managerial efficiency for the Company. Since December 1998, he has also been a China region senior consultant to Proctor & Gamble (China) (“P&G China”). As a senior consultant to P&G China, he is responsible for business development, client management, employee management, marketing development, and high-end fashion design product technical training. Mr. Zhao has served as senior advisor to numerous companies in the beauty and salon industry, such as Changsha M Beauty, Tianjin Olivia, Hangzhou Ah Wei, and Shanghai YongQi. Prior to serving at P&G China, Mr. Zhao was the manager of product technical training department for Wella Corporation from January 1990 to December 1998, where he was responsible for the company’s national product technical training in China, product development, monitoring of fashion trends development and internal product technical personnel trainings. The Company believes that Mr. Zhao will provide the Board of Directors with industrial insight as well as assist in establishing a competitive executive compensation package to attract and retain qualified candidates for the Company. SIGNATURE

~~Mr.~~Pursuant ~~Zhao~~to ~~has~~the norequirements ~~family relationship with any~~ of the ~~executive~~Securities ~~officers~~Exchange orAct ~~directors~~ of ~~the Company. Other than Mr. Zhao’s service as a consultant to the Company as described above~~1934, ~~there have been no transactions in~~ the ~~past~~registrant ~~two~~has ~~years~~duly tocaused ~~which~~this ~~the~~report ~~Company or any of its subsidiaries was or is~~ to be asigned ~~party,~~on inits ~~which~~behalf ~~Mr. Zhao had, or will have, a direct or indirect material interest. A copy of the agreement~~ by ~~and between~~ the ~~Company~~undersigned ~~and~~hereunto ~~Mr.~~duly ~~Zhao is attached hereto as Exhibit 10~~authorized.1.

Item 9.01. Financial Statements and Exhibits.

Dated: August 3, 2011	CLEOPATRA INTERNATIONAL GROUP, INC.

	By:	/s/ Yongping Xu
		Name: Yongping Xu
		Title: Chief Executive Officer

(d)

Exhibits:

No.	Description
10.1	Independent Director Agreement of Li Guo (Howard) Zhao

SIGNATURE

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 hereunto duly authorized.

Dated: April 4, 2011

CLEOPATRA INTERNATIONAL GROUP, INC.

By: /s/_Yongping Xu______________________

Name: Yongping Xu

Title: Chief Executive Officer

EXHIBIT INDEX

No.	Description
10.1	Independent Director Agreement of Li Guo (Howard) Zhao

Filing Compare · CLEOPATRA INTERNATIONAL GROUP, INC.