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TABLE OF CONTENTS

CLEOPATRA INTERNATIONAL GROUP, INC.

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PART I – FINANCIAL INFORMATION

CLEOPATRA INTERNATIONAL GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ITEM 1.

FINANCIAL STATEMENTS

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

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CLEOPATRA INTERNATIONAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

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

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CLEOPATRA INTERNATIONAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

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

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CLEOPATRA INTERNATIONAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

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”).

As of September 30, 2010, the details of the Company’s subsidiaries are summarized as follows:

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NOTE 14 – SUBSEQUENT EVENT

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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto appearing elsewhere in this report.

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.

Results of Operations

Results of Operations – Three Months Ended September 30, 2010 as Compared to Three Months Ended September 30, 2009

Revenue

 The Company operates a clubhouse in Shenzhen, the PRC, with a beauty centre, a salon centre and spa facilities. The revenue for the third quarter of 2010 and 2009 are analyzed as follows:

(a)

Beauty services

The revenue for the third quarter of 2010 and 2009 was $2,178,466 and $1,649,885, respectively, accounting for over 99% of total revenue for both periods. The increase by $528,581 mainly represents an increase in the revenues from beauty centre of $279,757 and an increase in revenues from salon centre of $248,824.

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(b)

Food, beverages and others

Revenue for the 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.

Cost of services and other operations

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

(a)

Beauty service

The increase by $367,052 from $639,558 for the third quarter of 2009 to $1,006,610 for the third quarter of 2010 was mainly driven by the increase in revenues and the increase in direct staff payroll of $43,485

(b)

Food, beverage and others

These sectors are insignificant to the Company’s operation.

Gross profit

The gross profit and the gross profit margin for the third quarter of 2010 and 2009 are analyzed as follows:

(a)

Beauty service

Gross profit increased by $161,529, from $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.

(b)

Food, beverage and others

The decrease in gross profit and gross profit margin is not significant to the Company’s operation.

Selling and distribution expenses

Selling and distribution expenses increased significantly by $291,979 as the Company organized several large-scale marketing events during the third quarter of 2010, leading to an increase in marketing and advertising expenses of $286,399.  

General and administrative expenses

General and administrative expenses increased by $552,542 to $645,110 for the third quarter of 2010. The increase was primarily driven by an increase in payroll of $217,251 and rental and office expenses of $150,308, as the Company expanded its back office in order to support Clubhouse operations.

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Other income

Other income for the third quarter of 2010 and 2009 mainly included sublease rental income of $23,855 and $23,643, respectively, and management fee income from a related party of $ 265,316and nil, respectively. The Company did not receive management fee income in 2009.

Income for the quarter ended September 30, 2010 and 2009

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.

Results of Operations – Nine Months Ended September 30, 2010 as Compared to Nine Months Ended September 30, 2009

Revenues

Revenue for the nine months ended September 30, 2010 and 2009 are analyzed as follows:

(a) Beauty services

Revenue for the nine months ended September 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 an increase in the revenues from beauty centre of $750,701 and an increase in revenues from salon centre of $670,577.

(b) Food, beverages and others

Revenue 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.

Cost of services and other operations

Cost of services and other operations for nine months ended September 30 of 2010 and 2009 are analyzed as follows:

(a)

Beauty service

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Cost of services increased by $855,518 from $1,915,929 for the nine months ended September 30, 2009 to $2,771,447 for the same period of 2010. The increase was mainly driven by the increase in revenue and increase in direct payroll of $142,101.  

(b)

Food, beverages and others

The increase was insignificant to the Company’s operations.

Gross profit

Gross profit and gross profit margin for the nine months ended September 30 of 2010 and 2009 are analyzed as follows:

(a)

Beauty service

Gross profit increased by $565,760, or 23.5%, from $2,406,383 for the nine months ended September 30, 2009 to $2,972,143 for the same period of 2010. 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.

(b)

Food, beverage and others

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

Selling and distribution expenses

Selling and distribution expenses increased from $230,001 for the nine months ended September 30, 2009 to $882,753 for the nine months ended September 30, 2010.  The significant increase by $652,752 was mainly due to the increase in marketing and advertising expenses of $402,978.

General and administrative expenses

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 increase was primarily due to the increase in payroll of $197,420, rental and office expenses of $143,488, as the Company expanded its back office in 2010 in order to support Clubhouse operations.  

Other income

The increase in other income by $299,710 mainly represents the management fee collected from a related party during 2010.

Income for the nine months ended September 30, 2010 and 2009

The Company recorded a profit before income tax of $1,559,188 for the nine months ended September 30, 2010, which decreased by $424,063, or 21.4%, compared with the same period of 2009. Net income decreased by $353,459, from $1,487,438 for the nine months ended September 30, 2009 to $1,133,979 for the same period of 2010. The decreases were mainly due to the significant increase in selling and distribution expenses and general and administrative expenses as mentioned above.

Liquidity and Capital Resources

Cash and cash equivalents

As of 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:

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

Our net 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.

Our cash flow used in investing activities mainly represented the purchases of equipment and machinery during the periods.

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.

Working Capital

As of September 30, 2010, the Company recorded a working capital deficit of $666,293, as compared to a deficit of $2,009,637 as of December 31, 2009.  The decrease in deficit was mainly due to the profit generated for the nine months ended September 30, 2010.

As of September 30, 2010, there are no lines of credit or other external sources available to the Company.  We currently do not have any material commitments for capital expenditures.

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.

Off-Balance Sheet Transactions

We 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.

Critical Accounting Policies

Our 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 with accounting principles generally accepted in the United States. 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.

An 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 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.

We believe 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.

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Revenue Recognition

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:

(i)

Service revenue and management fee income, when services have been rendered;

(ii)

Food and beverage revenues are recognized upon delivery;

(iii)

Sublease revenue, on an accrual basis;

(iv)

Other revenue, when the right to receive payment has been established.

Recent Accounting Pronouncements

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We are exposed to various market risks arising from adverse changes in market rates and prices, such as 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 tools, and we do not enter into derivatives or other financial instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, primarily the Chinese Renminbi, could adversely affect our financial results. During the nine months 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. Selling, marketing and 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 operating income from foreign currency fluctuations is not substantial. However, for 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 if we price our products in the 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 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.

Interest Rate Risk

Changes 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.

Inflation

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

Currency Exchange Fluctuations

All 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

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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.

Concentration of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from 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:

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.

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.

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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).

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.

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ITEM 6. EXHIBITS.