CLEOPATRA INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO-FORMA COMBINED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

Six months ended June 30, 2010

CLEOPATRA INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

NOTES TO PRO-FORMA COMBINED FINANCIAL STATEMENTS

Six months ended June 30, 2010

Note 1 – Basis of preparation

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

The above stock exchange transactions 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.

Note 2 - Pro-forma financial statements

The unaudited pro-forma combined consolidated financial statements for the six months ended June 30, 2010 give effect to the acquisition of Festive Lion, as if these arrangements had occurred retroactively. The unaudited pro-forma combined consolidated financial statements have been developed from the audited consolidated accounts of the Company and Festive Lion. Certain amounts from the Company’s historical carve-out financial statements have been reclassified to conform to Festive Lion’s presentation.

The unaudited pro-forma combined consolidated financial statements are provided for illustrative purposes only and are not intended to represent the actual consolidated results of operations or the consolidated financial position of the Company had the acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The unaudited pro-forma combined consolidated financial statements should be read in conjunction with the separate historical financial statements of the Company and the historical consolidated financial statements of Festive Lion.

Note 3 - Pro-forma adjustment

The pro-forma adjustments included in the unaudited combined consolidated financial statements are as follows:

(a)

Net effect of increase in common stock as a result of issuing shares for the acquisition, and elimination of share capital of  Festive Lion.

(b)

Reduction of paid up capital as a result of the issuance of ordinary shares, and elimination of the Company’s accumulated deficit before merger.

(c)

Elimination of the Company’s accumulated deficit before the acquisition.