UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-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): March 10, 2011

KIRIN INTERNATIONAL HOLDING, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
333-166343
 
N/A
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
Room 1506
South Building of China Overseas Plaza
No. 8 Guanghua Dongli Road
Chaoyang District, Beijing, 100020
People’s Republic of China
(Address of principal executive offices) (Zip Code)

+86 10 6577 2050
(Registrant’s telephone number, including area code)

CIGLARETTE, INC.
(Former name or former address, if changed since last report)

––––––––––––––––
Copies to:
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, New Jersey 07726
Attention: Gregg E. Jaclin, Esq.
(732) 409-1212
––––––––––––––––

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On March 10, 2011, Kirin International Holding, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to change its name from “Ciglarette, Inc.” to “Kirin International Holding.” The Amendment was effective as of 12:00 p.m. on March 10, 2011. A copy of the Amendment is attached hereto as Exhibit 3.1.  On March 14, 2011, the Company filed a Certificate of Correction (the “Correction”) to correct the Articles of Incorporation, as amended by the Amendment, to reflect that the Company’s name is “Kirin International Holding, Inc.”  The Correction was effective as of 2:35 p.m. on March 14, 2011.  A copy of the Correction is attached hereto as Exhibit 3.2.

In connection with the name change, the Company has applied for a new trading symbol for the Company’s common stock, which is quoted on the OTC Bulletin Board.

ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Reference is made to the disclosure set forth under Items 5.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Acting by majority written consent in lieu of a special meeting executed on March 10, 2011, the holders of 14,455,297 shares of the Company’s common stock, which represented approximately 72% of the then-outstanding shares of the Company’s common stock, approved the change in the Company’s name.

  ITEM 9.01        FINANCIAL STATEMENT AND EXHIBITS

(d)  Exhibits.

Exhibit No.
 
Description
3.1
 
Certificate of Amendment to Articles of Incorporation
3.2
 
Certificate of Correction
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 
CIGLARETTE, INC.
   
Date: March 16, 2011
By:
/s/  Longlin Hu
   
Longlin Hu
President and Chief Executive Officer

Exhibit 3.1
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov

 
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)
 
1. Name of the corporation:
Ciglarette, Inc.
 
2. The articles have been amended as follows (provide article number if available):
Article 1.
 
To amend the name of the Corporation from Ciglarette, Inc. to Kirin International Holding
 
 
 
 
 
 
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:  72.28%
 
4. Effective date of filing (optional):  
 (must not be later than 90 days after the certificate is filed)
 
5. Signature: (required)    
   
X   / s/ Longlin Hu  
Signature of Officer  
 
*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
 
IMPORTANT : Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.
Exhibit 3.2
 
ROSS MILLER Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
 

 
 
Certificate of Correction
 
(PURSUANT TO NRS CHAPTERS 78,
78A, 80, 81, 82, 84, 86, 87, 87A, 88,
88A, 89 AND 92A)
 
 
 
 
USE BLACK INK ONLY - DO NOT HIGHLIGHT   ABOVE SPACE IS FOR OFFICE USE ONLY
 
Certificate of Correction
(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)
 
1.   The name of the entity for which correction is being made:
 
Kirin International Holding
 
2.   Description of the original document for which correction is being made:
 
Articles of Incorporation
 
3.   Filing date of the original document for which correction is being made:     3/10/11
 
4.   Description of the inaccuracy or defect.
 
Name of the Corporation is
   
5.   Correction of the inaccuracy or defect.
 
The correction of the inaccuracy is Kirin International Holding, Inc.
 
 
6. Signature: (required)      
     
X   / s/ Longlin Hu
 President & CEO
 
Authorized Signature   Title*   Date

* If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited-liability company, by a manager or managing members: a limited partnership or limited-liability limited partnership, by a general partner: a limited-liability partnership, by a managing partner; a business trust, by a trustee.
 
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.  Nevada Secretary of State Correction
Revised: 3-26-09