Attached files
file | filename |
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EX-3.1 - ARTICLES OF MERGER - VIBROSAUN INTERNATIONAL, INC. | cleoex311.htm |
EX-32.2 - CERTIFICATION - VIBROSAUN INTERNATIONAL, INC. | exhibit322q210q.htm |
EX-31.1 - CERTIFICATION - VIBROSAUN INTERNATIONAL, INC. | exhibit311q210q.htm |
EX-31.2 - CERTIFICATION - VIBROSAUN INTERNATIONAL, INC. | exhibit312q210q.htm |
EX-32.1 - CERTIFICATION - VIBROSAUN INTERNATIONAL, INC. | exhibit321q210q.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-53411
CLEOPATRA INTERNATIONAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Nevada | 26-3788124 |
(State or Other Jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3884 East North Little Cottonwood Rd.
Salt Lake City, Utah 84092
(Address of Principal Executive Offices)
(801) 580-4555
(Registrants telephone number, including area code)
Vibrosaun International, Inc.
3884 East North Little Cottonwood Rd.
Salt Lake City, Utah 84092
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant has (1) 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 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date: August 13, 2010 - 2,999,648 shares of common stock.
1
TABLE OF CONTENTS
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
(A DEVELOPMENT STAGE COMPANY)
| Part I Financial Information |
|
Item 1 | Financial Statements | 4 |
| Unaudited Condensed Balance Sheets, June 30, 2010 and December 31, 2009 | 4 |
| Unaudited Condensed Statements of Operations, for the three and six months ended June 30, 2010 and 2009 and from re-entering the Development Stage on March 7, 1997 through June 30, 2010 | 5 |
| Unaudited Condensed Statements of Cash Flows, for the six months ended June 30, 2010 and 2009 and from re-entering the Development Stage on March 7, 1997 through June 30, 2010 | 6 |
| Notes to the Unaudited Condensed Financial Statements | 7 |
Item 2 | Managements Discussion and Analysis or Plan of Operation | 11 |
Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 12 |
Item 4 | Controls and Procedures | 12 |
|
|
|
| Part II Other Information |
|
Item 1 | Legal Proceedings | 12 |
Item 2 | Unregistered Sales Of Equity Securities And Use Of Proceeds | 12 |
Item 3 | Defaults Upon Senior Securities | 12 |
Item 4 | [Removed and Reserved] | 12 |
Item 5 | Other Information | 13 |
Item 6 | Exhibits | 13 |
2
PART I
Item 1. Financial Statements
The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 2010
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
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| June 30, 2010 |
| December 31, 2009 |
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| (Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash | $ | -- | $ | -- |
Total Current Assets |
| -- |
| -- |
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Total Assets | $ | -- | $ | -- |
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LIABILITIES AND STOCKHOLDERS' (DEFICIT) |
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CURRENT LIABILITIES: |
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Accounts payable | $ | -- | $ | 46,685 |
Advances - related party |
| -- |
| 53,843 |
Accrued interest - related party |
| -- |
| 6,407 |
Total Current Liabilities |
| -- |
| 106,935 |
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|
STOCKHOLDERS' (DEFICIT): |
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|
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding |
| -- |
| -- |
Common stock, $.001 par value, 100,000,000 shares authorized, 2,999,648 shares issued and outstanding |
| 3,000 |
| 3,000 |
Capital in excess of par value |
| 128,171 |
| (1,500) |
Retained deficit (Quasi-Reorganization date of March 7, 1997) |
| (150) |
| (150) |
Deficit accumulated during the development stage |
| (131,021) |
| (108,285) |
Total Stockholders' (Deficit) |
| -- |
| (106,935) |
|
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|
Total Liabilities and Stockholders (Deficit) | $ | -- | $ | -- |
Note: The balance sheet at December 31, 2009 was taken from the audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
|
| For the Three Months Ended June 30, 2010 |
| For the Three Months Ended June 30, 2009 |
| For the Six Months Ended June 30 , 2010 |
| For the Six Months Ended June 30 2009 |
| From Re-entering the Development stage on March 7, 1997, through June 30, 2010 |
REVENUES |
| $ - |
| $ - |
| $ - |
| $ - |
| $ - |
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EXPENSES |
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General & Administrative |
| 11,409 |
| 11,947 |
| 21,302 |
| 21,582 |
| 123,180 |
LOSS BEFORE OTHER INCOME (EXPENSE) |
| (11,409) |
| (11,947) |
| (21,302) |
| (21,582) |
| (123,180) |
OTHER INCOME (EXPENSE): |
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Interest Expense |
| - |
| (891) |
| (1,434) |
| (1,581) |
| (7,841) |
LOSS BEFORE INCOME TAXES |
| (11,409) |
| (12,838) |
| (22,736) |
| (23,163) |
| (131,021) |
|
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TAX EXPENSE |
| - |
| - |
| - |
| - |
| - |
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NET LOSS |
| $ (11,409) |
| $ (12,838) |
| $ (22,736) |
| $ (23,163) |
| $ (131,021) |
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LOSS PER COMMON SHARE |
| $ (0.00) |
| $ (0.00) |
| $ (0.01) |
| $ (0.01) |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
4
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
|
| For the Six Months Ended June 30, 2010 |
| For the Six Months Ended June 30, 2009 |
| From Re-entering the Development stage on March 7, 1997, through June 30, 2010 |
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Cash Flows from Operating Activities: |
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Net loss | $ | (22,736) | $ | (23,163) | $ | (131,021) |
Adjustments to reconcile net loss to net cash used by operating activities |
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Non-cash services for stock |
| -- |
| -- |
| 1,350 |
Changes in assets and liabilities: |
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|
|
Increase (decrease) in accounts payable |
| (46,685) |
| 5,034 |
| -- |
Increase (decrease) in accrued interest - related party |
| 1,434 |
| 1,581 |
| 7,841 |
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|
Net Cash (Used) by Operating Activities |
| (67,987) |
| (16,548) |
| (121,830) |
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Cash Flows from Investing Activities: |
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Net Cash (Used) by Investing Activities |
| -- |
| -- |
| -- |
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Cash Flows from Financing Activities: |
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Advances from related party |
| 8,075 |
| 16,548 |
| 61,918 |
Payments on advances from related party |
| (61,918) |
| -- |
| (61,918) |
Contributions to Capital |
| 121,830 |
| -- |
| 121,830 |
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Net Cash Provided by Financing Activities |
| 67,987 |
| 16,548 |
| 121,830 |
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Net Increase (Decrease) in Cash |
| -- |
| -- |
| -- |
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Cash at Beginning of Period |
| -- |
| -- |
| -- |
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Cash at End of Period | $ | -- | $ | -- | $ | -- |
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid during the periods for: |
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Interest | $ | -- | $ | -- | $ | -- |
Income taxes | $ | -- | $ | -- | $ | -- |
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the six months ended June 30, 2010:
A related party forgave $7,841 of accrued interest which has been accounted for as a capital contribution.
For the six months ended June 30, 2009:
The Company declared a dividend of two shares for one requiring a mandatory exchange of stock certificates that had the effect of a forward stock split of two shares for each share previously outstanding. The number of shares in all periods presented have been adjusted to reflect this split.
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Cleopatra International Group, Inc. (the Company) was organized under the laws of the State of Nevada on October 22, 1986 as Morning Glory Mining, Inc. The Companys stockholders approved a quasi-reorganization effective as of March 7, 1997 [see note 2]. The Company has not generated significant revenues and is considered a development stage company. The Company has, at the present time, not paid any cash dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2010 and 2009 and for the periods then ended have been made.
Certain information and footnote 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. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2009 audited financial statements. The results of operations for the six months ended June 30, 2010 and 2009 are not necessarily indicative of the operating results for the full year.
Recently Enacted Accounting Standards In June 2009 the FASB established the Accounting Standards Codification (Codification or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP). Rules and interpretive releases of the Securities and Exchange Commission (SEC) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASUs No. 2009-2 through ASU No. 2010-21 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
Loss Per Share - The Company computes loss per share in accordance with Accounting Standards Codification (ASC) Topic No. 260, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive.
Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures 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 could differ from those estimated by management.
6
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 QUASI-REORGANIZATION
Commencing in 1997, the Company had a change in control and began to seek a new business venture and in accordance with ASC Topic No. 915, became a development stage company. The Companys stockholders approved a quasi-reorganization effective as of March 7, 1997, that provided for a re-adjustment of its capital accounts and resulted in its retained deficit from prior operations being offset against its paid-in capital account. Thus, the paid-in capital account was eliminated and the remaining deficit of $150 continues to be reflected as a retained deficit. No other accounts were affected by this re-adjustment and the Companys accounting will be substantially similar to that of a new enterprise.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and currently has no on-going operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation During the periods ended June 30, 2010 and 2009, the Company did not pay any compensation to its officers and directors, as the services provided by them have only been nominal.
Office Space The Company has not had a need to rent office space. An officer/stockholder of the Company is allowing the Company to use his office as a mailing address, as needed, at no expense to the Company.
Advances from Related Parties Stockholders of the Company or entities related to them have paid expenses on behalf of the Company which have been accounted for as advances from related parties. For the six months ended June 30, 2010 and 2009 these payments amounted to $8,075 and $16,548, respectively. The Company has previously accounted for any such payments as advances payable to related parties but at June 30, 2010 all such advances had been repaid by contributions to capital in excess of par value. At June 30, 2010 there was no balance owing to the related party. The total contributions to capital in excess of par related to payments of liabilities and expenses were $121,830 for the six months ended June 30, 2010.
Accrued Interest The Company has previously imputed interest at 10% per annum on balances owing to related parties but during the period ended June 30, 2010 the balance of interest owing to related parties was forgiven and accounted for as a capital contribution in the amount of $7,841. At June 30, 2010, and December 31, 2009, the balance of accrued interest payable to related parties was $-0- and $6,407, respectively. Interest expense to related parties amounted to $1,434 and $1,581 for the six month periods ended June 30, 2010 and 2009, respectively.
7
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for the periods presented:
|
| For the Three Months Ended June 30, 2010 |
| For the Three Months Ended June 30, 2009 |
| For the Six Months Ended June 30, 2010 |
| For the Six Months Ended June 30, 2009 |
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Loss from continuing operations available to common stockholders |
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(numerator) |
| $ (11,409) |
| $ (12,838) |
| $ (22,736) |
| $ (23,163) |
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Weighted average number of common |
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shares outstanding used in loss per |
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share for the period (denominator) |
| 2,999,648 |
| 2,999,648 |
| 2,999,648 |
| 2,999,648 |
Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Contingencies -The Company has not been active for several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various statutes of limitations and because of the likelihood that such an old liability would not still be valid, no amount has been accrued in these financial statements for any such contingencies, nor could they be reasonably estimated.
NOTE 7 - CAPITAL STOCK
Preferred Stock The Company currently has 10,000,000 shares of preferred stock authorized with a par value of $.001 par value. At December 31, 2009 and June 30, 2010, the Company had no shares of preferred stock issued and outstanding.
Common Stock The Company currently has 100,000,000 shares of common stock authorized with a par value of $.001 par value. At December 31, 2009 and June 30, 2010, the Company had 2,999,648 shares of common stock issued and outstanding.
Reverse Stock Split On March 6, 1997, the Company effected a 250-for-1 reverse stock split. The reverse split has been applied retroactively to the financial statements.
Forward Stock Split On June 30, 2009, the Company granted a stock dividend, on a pro rata basis to all existing shareholders, the net effect of which is a forward stock split of two shares for each share previously outstanding. After the dividend, there are 2,999,648 shares issued and outstanding. The split has been reflected retroactively in the financial statements for all periods presented.
Change in Control On May 13, 2010, Vincent & Rees, L.C. entered into a stock purchase agreement with a controlling shareholder of the company for the purchase of 2,400,000 shares of common stock which represent approximately 80% of the outstanding common stock of the Company resulting in a change in control of the company.
8
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 8 - INCOME TAXES
Income Taxes - The Company accounts for income taxes in accordance with ASC Topic No. 740, Income Taxes. This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.
The Company adopted the provisions of FASB Interpretation No. 48 (ASC Topic 740), Accounting for Uncertainty in Income Taxes, on January 1, 2007. As result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax provisions at June 30, 2010 and 2009, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended June 30, 2010 and 2009, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2010 and December 31, 2009.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss (NOL) and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax liabilities consist of the following components as of June 30, 2010 and December 31, 2009:
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| June 30, 2010 |
| December 31, 2009 |
|
Deferred tax assets: |
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NOL Carryover | $ | 19,653 |
| 15,282 |
|
Related Party Accrual |
| - |
| 961 |
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Valuation allowance |
| (19,653) |
| (16,243) |
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Net deferred tax asset | $ | - |
| - |
|
The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended June 30, 2010 and 2009 due to the following:
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| 2010 |
| 2009 |
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Book Income (statutory rate) | $ | (3,410) |
| (3,474) |
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Valuation Allowance | $ | 3,410 |
| 3,474 |
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Tax at effective rate | $ | - |
| - |
|
9
CLEOPATRA INTERNATIONAL GROUP, INC.
(formerly Vibrosaun International, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
At June 30, 2010, the Company had net operating loss carryforwards of approximately $131,000 that may be offset against future taxable income from the year 2010 through 2030. No tax benefit has been reported in the June 30, 2010 or 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
NOTE 9 SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows below.
Proposed Acquisition On June 24, 2010, the Company entered into a share exchange agreement with Festive Lion Limited, a British Virgin Island company (FLL) and the owners of FLL. The Company plans to acquire all the equity ownership of FLL in exchange for 57,000,000 shares of the Companys common stock. The proposed acquisition is subject to certain conditions and will involve a change in stockholder control of the company, change of management, change of corporate name, change of corporate headquarters and other significant matters. The ultimate closing of the transaction is subject to various terms and conditions and is not guaranteed.
Name Change - On July 2, 2010 the Company completed a corporate name change from Vibrosaun International, Inc. to Cleopatra International Group, Inc. by forming a wholly-owned subsidiary, which was merged with and into the Company to accomplish the name change. The name change has been reflected retroactively to these financial statements.
10
Item 2. Managements Discussion and Analysis or Plan of Operation
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-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.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many 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.
Accordingly, 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.
Plan of Operation
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements, which may be advanced by our management or principal stockholders as loans to us, will relate to maintaining our good standing or the payment of expenses associated with legal, accounting and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective acquisition or business combination candidate as of the date of this Quarterly Report, it is impossible to predict the amount of any such costs or required advances. Any such loan will be on terms no less favorable to us than would have been made available to us from a commercial lender in an arms length transaction.
Results of Operations
Three Months Ended June 30, 2010, Compared to Three Months Ended June 30, 2009.
We had no operations during the quarterly period ended June 30, 2010, nor do we have operations as of the date of this filing. General and administrative expenses were $11,409 for the June 30, 2010 period compared to $11,947 for the June 30, 2009 period. General and administrative expenses for the three months ended June 30, 2010, were comprised mainly of accounting and legal fees. We had a net loss of $11,409 for the June 30, 2010 period compared to a net loss of $12,838 for the June 30, 2009 period.
Six Months Ended June 30, 2010, Compared to Six Months Ended June 30, 2009.
We had no operations during the six month period ended June 30, 2010, nor do we have operations as of the date of this filing. General and administrative expenses were $21,302 for the June 30, 2010 period compared to $21,582 for the June 30, 2009 period. General and administrative expenses for the three months ended June 30, 2010, were comprised mainly of accounting and legal fees. We had a net loss of $22,736 for the June 30, 2010 period compared to a net loss of $23,163 for the June 30, 2009 period.
Liquidity
We have no current cash resources.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing in the State of Nevada. We do not have any cash reserves to pay for our administrative expenses for the next 12 months. In the event that additional funding is required in order to keep us in good standing and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate, we may attempt to raise such funding through loans or through additional sales of our common stock.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures 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.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2010, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
Item 4. (Removed and Reserved).
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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 Companys 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 Companys 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 Vibrosauns 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 Cleopatra Salon and Spa 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 No. Identification of Exhibit
3.1 | Articles of Merger |
31.1 31.2 32.1 32.2 | Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Executive Officer and 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. Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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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.
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Date: | August 16, 2010 |
| By: | /s/David M. Rees |
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| David M. Rees |
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| President and Chief Executive Officer (Principal Executive Officer & Principal Financial Officer) |
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Date: | August 16, 2010 |
| By: | /s/David M. Rees |
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| David M. Rees |
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| President and Chief Executive Officer (Principal Executive Officer & Principal Financial Officer) |
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