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

FORM 10−Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2011

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission File No. 000-53141

FIFTH SEASON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)

Delaware	26-0855681
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

C-22, Shimao Plaza, 9 Fuhong Lu
Futian District, Shenzhen 518033
People’s Republic of China
(Address of principal executive offices)

(86) 755 83 67 9378
(Registrant’s telephone number, including area code)

_____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer [   ] (Do not check if a smaller reporting company)	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 [   ]                    No [X]

The number of shares outstanding of each of the issuer’s classes of common stock, as of November 18, 2011 is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.00001 par value	399,999,847

FIFTH SEASON INTERNATIONAL, INC.

Quarterly Report on Form 10-Q

Nine Months Ended September 30, 2011

TABLE OF CONTENTS

PART I		1
FINANCIAL INFORMATION		1
ITEM 1.	FINANCIAL STATEMENTS.	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	29
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	40
ITEM 4.	CONTROLS AND PROCEDURES.	40
PART II		40
OTHER INFORMATION		40
ITEM 1.	LEGAL PROCEEDINGS.	40
ITEM 1A.	RISK FACTORS.	41
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	41
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	41
ITEM 4.	(REMOVED AND RESERVED).	41
ITEM 5.	OTHER INFORMATION.	41
ITEM 6.	EXHIBITS.	41

i

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FIFTH SEASON INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

	Page(s)
Financial Statements
Consolidated Balance Sheets	2
Consolidated Statements of Operation and Comprehensive Income (Loss)	3
Consolidated Statements of Cash Flows	4
Notes to Consolidated Financial Statements	5 - 28

- 1 -

FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		September 30,		December 31,
		2011		2010
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	379,134	$	227,664
Restricted cash		41,923,222		-
Accrued straight-line rents receivable		2,634,628		1,058,366
Accounts receivable, net		29,802,858		3,906,837
Trade receivable from related parties		198,559		4,872,562
Inventories		695,994		87,400
Deposit with property developer		28,052,520		-
Prepayments and other receivables		32,404,671		3,907,871
Loans receivable from related parties		2,256,103		2,126,551
Current deferred tax assets		257,798		403,292
Assets of discontinued operation		93,835		328,406
Total current assets		138,699,322		16,918,949
Non-current assets
Real estate and related assets, net		82,985,317		45,457,452
Long term prepaid lease		351,913		-
Prepayment for acquisition of properties		4,546,712		2,478,802
Long-term deferred tax assets		2,300,881		576,439
Total non-current assets		90,184,823		48,512,693
TOTAL ASSETS	$	228,884,145	$	65,431,642
LIABILITIES AND EQUITY
Current liabilities
Short-term loans	$	60,552,128	$	12,067,735
Accounts payable		16,010,928		4,903,912
Notes payable		73,027,629		-
Accounts payable to related parties		-		324,374
Advance from customers		2,172,716		937,623
Accrued expenses and other payables		3,317,147		1,760,130
Amounts due to third parties		8,025,360
Taxes payable		593,877		301,533
Loans payable to related parties		2,580,388		833,777
Current deferred tax liabilities		409,357		526,414
Liability of discontinued operation		949,792		577,218
Total current liabilities		167,639,322		22,232,716
Non-current liabilities
Long term bank loans		4,250,000		-
Long term deferred tax liabilities		13,479,808		6,714,913
Total liabilities		185,369,130		28,947,629
Commitment and contingencies		-		-
Stockholders’ equity
Preferred Stock,$0.00001 par value 20,000,000 shares authorized, none issued at September 30, 2011 and December 31, 2010		-		-
Common stock (US$0.00001 par value, 480,000,000 shares authorized, 399,999,847 and 391,543,500 shares issued and outstanding as of September 30, 2011 and December 31, 2010)		4,000		3,915
Additional paid in capital		29,979,356		26,466,609
Appropriated retained earnings		3,992		3,992
Unappropriated retained earnings		9,985,299		8,868,533
Accumulated other comprehensive income		2,840,405		1,140,964
Total stockholders’ equity		42,813,052		36,484,013
Noncontrolling interest		701,963		-
Total equity		43,515,015		36,484,013
TOTAL LIABILITIES AND EQUITY	$	228,884,145	$	65,431,642

See notes to consolidated financial statements

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE INCOME (LOSS)

		Three months ended September 30,						Nine months ended September,
		2011			2010			2011			2010
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Sales	$	35,711,021		$	14,396,983		$	133,634,400		$	27,660,661
Straight-line rental income		1,029,362			387,497			2,744,301			927,530
Contingent rental income and others		31,519			117,334			155,235			409,091
Total revenue		36,771,902			14,901,814			136,533,936			28,997,282
Cost of goods sold		35,121,235			14,267,355			131,820,085			27,121,910
Expenses applicable to straight-line rental income		818,642			184,690			2,108,989			589,676
Expenses applicable to contingent rental and others		69,614			57,121			221,989			308,750
Total cost		36,009,491			14,509,166			134,151,063			28,020,336
Gross profit		762,411			392,648			2,382,873			976,946
Operating expenses
Selling expenses		473,299			220,898			1,140,785			655,990
General and administrative expenses		1,672,053			513,103			4,161,903			1,578,925
Total operating expenses		2,145,352			734,001			5,302,688			2,234,915
Loss from operations		(1,382,941	)		(341,353	)		(2,919,815	)		(1,257,969	)
Other income (expenses)
Interest income		3,096,172			189			3,099,491			2,175
Interest expense		(2,691,836	)		(15,693	)		(6,966,754	)		(189,226	)
Net non-operating (expense)/income		(135,200	)		(57,202	)		3,899			(38,165	)
Gain on business combination		-			-			7,116,499			-
Other income (expenses), net		269,136			(72,706	)		3,253,135			(225,216	)
Income (loss) before income tax		(1,113,805	)		(414,059	)		333,320			(1,483,185	)
Income tax benefit		179,820			104,578			1,347,124			370,796
Net income (loss) from continuing operations		(933,985	)		(309,481	)		1,680,444			(1,112,389	)
Discontinued operations
Loss from operations of the discontinued component, including gain/loss on the disposal of Nil		(406,929	)		(123,943	)		(499,021	)		(371,059	)
Income tax		(130,533	)		29,923			(106,510	)		92,765
Net loss on discontinued operation		(537,462	)		(94,020	)		(605,531	)		(278,294	)
Income/(loss) before extraordinary items		(1,471,447	)		(403,501	)		1,074,913			(1,390,683	)
Less: net loss attributable to the non-controlling interest		(3,855	)		-			(41,857	)		-
Net income (loss) attributable to the Fifth
Season’s common stockholders	$	(1,467,592	)	$	(403,501	)	$	1,116,770		$	(1,390,683	)
Comprehensive income (loss):
Net income (loss)	$	(1,471,447	)	$	(403,501	)	$	1,074,913		$	(1,390,683	)
Foreign currency translation adjustment		921,642			1,057,693			1,699,441			1,274,964
Comprehensive income (loss)		(549,805	)		654,192			2,774,354			(115,719	)
Less: comprehensive loss attributable to the non- controlling interests		(3,855	)		-			(41,857	)		-
Comprehensive income (loss) attributable to the Fifth Season’s common stockholders	$	(545,950	)	$	654,192		$	2,816,211		$	(115,719	)
Basic and diluted weighted average shares outstanding		399,999,847			391,543,500			397,243,016			391,543,500
Basic and diluted earnings (loss) per share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)

See notes to consolidated financial statements

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Nine months ended September 30,
		2011			2010
		(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income (loss)	$	1,074,913		$	(1,390,683	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expenses		2,419,835			577,916
Gain on business combination		(7,116,499	)		-
Exchange (gain) loss		(7,576	)		264,899
Change in operating assets and liabilities:
Accrued straight- line rents receivable		(1,354,536	)		(985,908	)
Accounts receivable		(25,224,799	)		(363,788	)
Trade receivable from related parties		4,749,341			(185,373	)
Inventories		(476,279	)		258,919
Deposit with property developer		(26,206,210	)		-
Prepayments and other receivables		(27,966,121	)		(6,733,312	)
Accounts payable		11,145,537			(1,885,592	)
Accounts payable to related parties		(329,100	)		(408,798	)
Advance from customers		1,173,796			274,475
Accrued expenses and other payables		59,416			(1,430,897	)
Tax payables		274,574			81,539
Deferred tax assets		(1,508,580	)		(522,331	)
Deferred tax liabilities		612,424			151,535
Net cash used in operating activities		(68,679,864	)		(12,297,399	)
Cash flows from investing activities
Purchase of real estate and related assets		(18,540,715	)		(3,310,458	)
Acquisition of subsidiaries, net of cash acquired		(6,932,592	)		-
Change in amount due from third parties		614,086			(326,434	)
Change in amount due from related parties		(56,805	)		(4,135,848	)
Net cash used in investing activities		(24,916,026	)		(7,772,740	)
Cash flows from financing activities
Proceeds from capital injection by non-controlling interest		743,820			1,495,320
Additional capital contribution		3,512,747			7,414,630
Proceeds from short-term loans		69,952,095			10,981,669
Proceeds from in notes payable		71,426,553
Proceeds from long-term loans		4,203,726			-
Repayments of short-term loans		(24,633,296	)		(16,809,442	)
Change in amount due to third parties		7,849,410			(367,275	)
Change in amount due to related parties		1,684,728			2,024,203
Change in restricted cash		(41,004,087	)		15,204,993
Net cash provided by financing activities		93,735,696			19,944,098
Effect of foreign currency fluctuation on cash and cash equivalents		11,664			1,724
Net changes in cash and cash equivalents		151,470			(124,317	)
Cash and cash equivalents, beginning of year		227,664			220,293
Cash and cash equivalents, end of period	$	379,134		$	95,976
Supplemental cash flow information:
Interest paid	$	6,739,562		$	189,226
Income taxes paid	$	74,488		$	11,480

See notes to consolidated financial statements

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES
	Fifth Season International, Inc. (the “Company” or “Fifth Season International”) was incorporated in the State of Delaware on October 5, 2007. It did not engage in any operations and was an inactive “shell” company from its inception until its reverse acquisition with The Fifth Season (Hong Kong) International Group Limited “Fifth Season HK” on March 31, 2011.
	On March 31, 2011, Fifth Season International completed a reverse acquisition transaction through a share exchange with Fifth Season HK and its stockholders Cheng Chushing, Shaoping Lu and Power Guide Investment Limited, whereby Fifth Season International acquired 100% of the issued and outstanding capital stock of Fifth Season HK by issuing 391,543,500 shares to the Fifth Season HK’s stockholders, which constituted 98% of its issued and outstanding shares on a fully-diluted basis of Fifth Season International after the consummation of the reverse acquisition. As a result of the reverse acquisition, Fifth Season HK became Fifth Season International’ wholly-owned subsidiary, The share exchange transaction with Fifth Season HK was treated as a reverse acquisition, with Fifth Season HK as the accounting acquirer and Fifth Season International as the acquired party.
	Fifth Season HK is a holding company and, through its consolidated subsidiaries, is principally engaged in the investment, management, assignment, and lease of commercial properties, as well as the operations of department stores; trading and online sales of goods; and hotel management in the People’s Republic of China (“PRC”). Fifth Season International, Fifth Season HK and its subsidiaries are collectively referred to as the “Group.”
	Details of the Company’s subsidiaries are summarized as follows:

	Date of	Place of	Percentage of
Company	establishment	establishment	ownership	Principal activities
Fifth Season HK	February 2, 2007	Hong Kong	100%	Investment
Business Real Estates (China) Investment Holding Group Co., Ltd.,	November 19, 2008	Hong Kong	100%	Investment
The Fifth Season (Zhejiang) Technology Co., Ltd	November 6, 2009	PRC	100%	Online trading of goods
The Fifth Season (Zhejiang) Trade Co., Ltd	September 15, 2009	PRC	100%	Marketing and trading of goods
Kairui (Hangzhou) Commercial Property Management Co., Ltd	August 2, 2010	PRC	100%	Investment, managing and leasing commercial properties
The Fifth Season Hangzhou Department Store Investment Management Co., Ltd	August 12, 2008	PRC	100%	Investing, managing and leasing commercial properties
The Fifth Season Jiashan Investment Management Co., Ltd	September 3, 2009	PRC	100%	Managing and leasing commercial properties and hotel management
The Fifth Season Wuxi Commercial Management Co., Ltd	November 9, 2009	PRC	100%	Managing and leasing commercial properties

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

	Date of	Place of	Percentage of
Company	establishment	establishment	ownership	Principal activities
The Fifth Season Liyang Investment Management Co., Ltd	November 27, 2009	PRC	100%	Managing and leasing commercial properties
The Fifth Season Tengzhou Enterprise Management Co., Ltd	August 5, 2010	PRC	100%	Managing and leasing commercial properties
The Fifth Season Zibo Jiadu Commerce Co., Ltd	November 3, 2010	PRC	100%	Managing and leasing commercial properties
Shanghai Jiadu Commercial Management Co., Ltd	May 11, 2007	PRC	100%	Managing and leasing commercial properties
Shanghai Lomo Industrial Co., Ltd	September 2, 2008	PRC	100%	Managing and leasing commercial properties
The Fifth Season Shangdong Commercial Investment Co., Ltd	December 8, 2009	PRC	100%	Investing, managing and leasing commercial properties
The Fifth Season Lomo Commerce Co., Ltd	April 26, 2010	PRC	100%	Managing and leasing commercial properties;
The Fifth Season Tengzhou Property Development Co., Ltd	January 26, 2011	PRC	51%	Investing, managing and developing commercial properties
Zibo Longyun Industrial and Trade Co., Ltd	August 12, 2002	PRC	100%	Marketing and trading of goods. Investing, managing and leasing commercial properties
The Fifth Season Binzhou Commerce Co., Ltd.	April 1, 2011	PRC	100%	Managing and leasing commercial properties

The Fifth Season Jiashan Investment Management Co., Ltd has not started its operation in hotel management business as of September 30, 2011.

2.

Going concern

The consolidated financial statements have been prepared on the basis that the Group will continue to operate throughout the next twelve months as a going concern. The Group’s consolidated current liabilities exceeded its consolidated current assets by approximately US$28.9 million as of September 30, 2011. Based on future projections of the Company’s profits and cash inflows from operations, including commercial property leasing and providing agent service to properties sales, and the anticipated ability of the Group to obtain continued financing or related parties’ loan to finance its continuing operations, the Group’s management has prepared the consolidated financial statements on a going concern basis.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Basis of presentation
	As a result of the share exchange on March 31, 2011, Fifth Season HK became a subsidiary of Fifth Season International. The former Fifth Season HK’s stockholders owned a majority of common stock of the Company. The transaction was regarded as a reverse merger whereby Fifth Season HK was considered to be the accounting acquirer as its shareholders retained control of the Company after the share exchange, although Fifth Season International is the legal parent company. The share exchange was treated as a recapitalization of the Company. As such, Fifth Season HK is the continuing entity for financial reporting purpose. SEC Manual Item 2.6.5.4 Reverse Acquisitions requires that “in a reverse acquisition of historical shareholder’s equity of the accounting acquirer prior to the merger is retroactively reclassified (a recapitalization) for the equivalent number of shares received in the merger after giving effect to any difference in par value of the registrant’s and the accounting acquirer’s stock by an offset in paid-in-capital.” Therefore, the financial statements have been prepared as if Fifth Season HK had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock.
	The consolidated interim financial information as of September 30, 2011 and for the three and nine months periods ended September 30, 2011 and 2010 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), have been condensed or omitted as permitted by SEC rules and regulations, although the management believe that the disclosures made are adequate to provide for fair presentation. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Form 8-K/A previously filed with the SEC on September 2, 2011.
	In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of September 30, 2011, its consolidated results of operations for the three and nine-month periods and cash flows for the nine-month periods ended September 30, 2011 and 2010, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
(b)	Basis of consolidation
	The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
	Non-controlling interest represents the ownership interests in the subsidiary that are held by owners other than the parent. The non-controlling interest is reported in the consolidated statement of financial position within equity, separately from the parent’s equity and that net income or loss and comprehensive income or loss are attributed to the parent and the non-controlling interest. If losses attributable to the parent and the non-controlling interest in a subsidiary exceed their interests in the subsidiary’s equity, the excess, and any further losses attributable to the parent and the non-controlling interest, is attributed to those interests.
	The results of operations of reportable segment, a subsidiary or an asset group, that either has been disposed of or is classified as held for sale is reported in discontinued operations separately in the consolidated financial statements, if the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations as a result of the disposal transaction and that the Company will not have any significant continuing involvement in its operations after the disposal transaction.
(c)	Use of estimates
	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, the Group evaluates its estimates based on historical experience and on various other assumptions that are believed to be 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 could differ from these estimates. Significant judgments and estimates include useful lives for amortization and depreciation, impairment of long-lived assets, fair value measurements, revenue recognition, deferred tax assets and liabilities, which represent critical accounting policies that reflect significant judgments and estimates used in the preparation of the Group’s consolidated financial statements. The relevant amounts could be adjusted in the near term if experience differs from current estimates.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

(d)	Cash and cash equivalents
	Cash and cash equivalents includes currency on hand and demand deposits with banks or other financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.
(e)	Restricted cash
	Restricted cash consists of security deposits that serve as collateral for the notes payable, and short-term bank loans
(f)	Accrued straight-line rents receivable
	Accrued straight-line rents receivable are recognized and carried at the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements, less an allowance for uncollectible accounts, as needed.
(g)	Trade receivable
	Trade receivable are recognized and carried at original sales amounts less an allowance for uncollectible accounts, as needed.
(h)	Amounts due from third parties/related parties
	Accounting policy of trade receivable from related parties are the same as those described in trade receivable. Other than trade receivables, amounts due from third parties/related parties are loans recognized and carried at principle and respective interest of loan after deducting accounts collected or settles, less an allowance for uncollectible accounts, as needed. Interest income is recognized based on contractual interest rate on a straight-line basis over the terms of the respective loan agreements endorsed, if applicable.
(i)	Allowance for doubtful accounts
	Accrued straight-line rents receivable, trade receivable and due from third parties/related parties are reviewed periodically as to whether they are past due based on contractual terms and their carrying value has become impaired. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, credit quality of customers, account balance aging and prevailing economic conditions. Receivable balances are written off after all collection efforts have been exhausted.
	None of the receivables of the Group are with collateral assets. No material receivable are past due over 90 days or with difficulty in collection. Therefore, no allowance or write-offs were provided for account receivable, accrued straight-line rents receivable or due from third parties/related parties as of September 30, 2011 and December 31, 2010, respectively.
(j)	Inventories
	Inventories consist of goods purchased, which are stated at lower of cost or market. Cost is determined using weighted average method. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

	Where there is evidence that market value of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, a provision is accrued for the difference with charges to cost of goods sold. No provision was provided for the inventory as of September 30, 2011 and December 31, 2010, respectively.
(k)	Real estate and related assets
	Real estate and related assets are recorded at cost and stated at cost less accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred.
	Construction in progress represents capital expenditure in respect of direct costs of construction and design fees of renovations or replacements incurred. Capitalization of these costs ceases and the construction in progress is transferred to tenant improvement when substantially all the activities necessary to prepare the assets for their intended use are completed. Construction in progress is not depreciated.
	Depreciation of real estate and related assets is calculated using the straight-line method (after taking into account their respective estimated residual value) over the estimated useful lives of the assets as follows:

	Years	Residual value
Commercial properties	30	5%
Tenant improvements	5	Nil
Office equipment and furniture	3-5	5%
Motor vehicles	4-5	5%

	Upon the acquisition of real estate assets, the Group allocates the purchase price of real estate to the acquired tangible assets and liabilities based on each case on the fair value of acquired tangible assets such as buildings and prior tenant improvements at date of acquisition, intangible assets such as above and below market leases, acquired in-place leases, customer relationships and other identified intangible assets and assumed liabilities. Except for buildings, no other tangible assets or intangible assets were identified when acquiring the real estate assets for the period ended September 30, 2011 and the year ended December 31, 2010, respectively.
(l)	Foreign currency translation and transactions
	The functional currencies of the Company is U.S Dollar (or “US$”), and its subsidiaries in the PRC and Hong Kong are the Renminbi (“RMB”) and Hong Kong dollar (“HKD”), respectively.
	At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. The increase or decrease in expected functional currency cash flows upon settlement of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction is denominated is recognized as foreign currency transaction gain or loss that is included in determining net income for the period in which the exchange rate changes. At each balance sheet date, recorded balances that are denominated in a foreign currency are adjusted to reflect the current exchange rate.
	The Group incurred foreign currency exchange gain of US$7,576 for the nine months ended September 30, 2011, and exchange loss of US$269,034 for the nine months ended September 30, 2010, respectively.
	Meanwhile, the Group incurred foreign currency exchange loss of US$5,443 for the three months ended September 30, 2011, and exchange loss of US$4,838 for the three months ended September 30, 2010, respectively.
	The Group’s reporting currency is U.S Dollar. Assets and liabilities of subsidiaries in the PRC and Hong Kong are translated to the reporting currency at the current exchange rate at the balance sheet dates, and revenues and expenses are translated at the average exchange rates during the reporting periods. Translation adjustments are reported in other comprehensive income.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

(m)	Contingencies
	In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, service liability, and tax matters. The Group records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Group has not experienced any material government or tax authority investigation or service liability claims.
(n)	Appropriated retained earnings
	The income of the Company’s PRC subsidiaries is distributable to its stockholders after transfer to reserves as required by relevant PRC laws, regulations and the articles of association. As stipulated by the relevant laws and regulations in the PRC, these PRC subsidiaries are required to maintain reserves which are non-distributable to shareholders. Appropriations to the reserves are approved by the respective boards of directors.
	Reserves include statutory reserves and discretionary reserves. Statutory reserves can be used to make good previous years’ losses, if any, and may be converted into capital in proportion to the existing equity interests of stockholders, provided that the balance after such conversion is not less than 25% of the registered capital. The appropriation of statutory reserve may cease to apply if the balance of the fund is equal to 50% of the entity’s registered capital. Pursuant to relevant PRC laws and articles of association of the Company’s PRC subsidiaries, the appropriation to the statutory reserves and other reserves is 10% of net profit after deducting accumulated deficit, if any, of respective entity, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP might differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.
(o)	Revenue recognition
	Sales of goods
	The Group recognizes revenue from sales of various goods when all of the following criteria exist: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.
	Delivery does not occur until goods have been shipped to the customers, risk of loss has transferred to the customers and customers’ acceptance has been obtained, or the Group has objective evidence that the criteria specified in customers’ acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved. Certain credit terms and limits were granted to customers with low risk of collectability based on the Group’s credit assessment. Historically, no material collectability problem has occurred. Revenue is recognized when delivery occurs and collectability is reasonably assured.
	In the PRC, value added tax (the “VAT”) of generally 17% on invoice amount is collected in respect of the sales of goods against the customers on behalf of tax authorities. The VAT collected is not revenue of the Group; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities.
	Rental revenue
	Minimum contractual rental from leases are recognized on a straight-line basis over the terms of the respective leases. With respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue commences when the customer assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. Contingent rental revenue, such as percentage rent on sale volume of tenant, is accrued when the contingency is removed.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

	Service income
	The Group provides agency or consulting services for third-party property owners who wish to sell or lease commercial properties in exchange for consulting services on the sale or lease of such properties. Service income is recognized when the following criteria exist: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered, (3) the price is fixed or determinable, and (4) collectability is reasonably assured.
	The Group’s PRC subsidiaries are subject to business tax 5% for their revenues from straight-line rental and consulting service, which are recognized after net off business tax.
(p)	Advertising expenses
	Advertising expenses, which generally represent the cost of promotions to create or stimulate a positive image of the Group or a desire to lease the commercial properties, are expensed as incurred. Advertising costs amounting to US$240,862 and US$209,688 for the nine months ended September 30, 2011 and 2010, respectively, were recorded in the selling expenses. Meanwhile, advertising costs amounting to US$102,960 and US$18,061 for the three months ended September 30, 2011 and 2010, respectively, were recorded in the selling expenses.
(q)	Defined contribution plan
	Full-time employees of the Group participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the Group makes contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made.
	The total amounts for such employee benefits, which were expensed as incurred, were approximately US$692,964 and US$464,594 for the nine months ended September 30, 2011 and 2010, respectively, while approximately US$267,353 and US$215,273 for the three months ended September 30, 2011 and 2010, respectively.
(r)	Income tax
	In the PRC, the taxable net income of one subsidiary is not allowed to be offset by the tax loss incurred in another subsidiary within the consolidated financial statements.
	The Group recognizes deferred income tax for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
	The Group follows a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Group recognizes interest on non-payment of income taxes under requirement by tax law and penalties associated with tax positions when a tax position does not meet the minimum statutory threshold to avoid payment of penalties. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. The tax returns of the Group’s PRC subsidiaries are subject to examination by the relevant tax authorities. The Group did not have any material interest or penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions as of September 30, 2011 and December 31, 2010 respectively.
(s)	Earnings per share (“EPS”)

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

	Basic EPS excludes dilution and is computed by dividing net income attributable to common stock holders by the weighted average number of common stocks outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stocks. The Company has no potential dilutive instruments and, accordingly, basic loss and diluted loss per share are equal.
(t)	Comprehensive income
	Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. All items that are required to be recognized under current accounting standards as components of comprehensive income are reported in the consolidated financial statement that is displayed with the same prominence as other financial statements. During the periods presented, the Group’s comprehensive income represents its net income and foreign currency translation adjustments.
(u)	Segment reporting
	The internal reporting structure used by management for making operating decisions and assessing performance is used as the source for presenting the Group’s reportable segments. The Group categorizes its operations into two business segments: trading and commercial properties leasing.
	As the Group generates all of its revenues from customers in the PRC, no geographical segments are presented.
(v)	Fair value measurements
	Financial instruments include cash and cash equivalents, restricted cash, accrued straight-line rents receivable, trade receivable, prepayments and other receivables, due from related parties, short-term loans, advance from customers, accounts payable, other payables and amount due to related parties. The carrying amounts of these financial instruments approximate their fair value due to the short term maturities of these instruments.
	The Group adopted ASC Topic 820 Fair Value Measurements and Disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually).
	Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
	The Group maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs are used to measure fair value:
	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
	Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
(w)	Recently issued accounting standards affecting the Group

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

	In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is not expected to have a material impact on the consolidated financial statements upon adoption.
	In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”. Under the amendments in this ASU, an entity has two options for presenting its total comprehensive income: to present total comprehensive income and its components along with the components of net income in a single continuous statement, or in two separate but consecutive statements. The amendments in this ASU are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company intends to conform to the new presentation required in this ASU beginning with its Form 10-Q for the three months ended March 31, 2012.
	In the nine months ended September 30, the FASB has issued several ASU’s – ASU No. 2011-01 through ASU No. 2011-09. Except ASU No. 2011-04 and ASU No. 2011-05, The ASU’s entail technical corrections to existing guidance or affect guidance related to specialized industries or entities and therefore have minimal, if any, impact on the Group.
4.	CONCENTRATION OF RISK
	Concentration of credit risk
	Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents, accrued straight-line rents receivable, trade receivable. As of September 30, 2011 and December 31, 2010, all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC and Hong Kong, which management believes are of high credit quality. Trade receivable and accrued straight-line rents receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accrued straight-line rents receivable and trade receivable are mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.
	Concentration of customers and suppliers
	A summary of the customers in the segment of trading business, who accounted for 10% or more of the Group’s consolidated revenues for the periods ended September 30, 2011 and 2010 are as follows:

	Nine months ended September 30,		Three months ended September 30,
	2011	2010	2011	2010
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Customer A	28%	*	*	*
Customer B	27%	27%	54%	52%
Customer C	17%	*	*	*
Customer D	*	15%	*	28%
Customer E	*	33%	*	*
Customer F	*	*	13%	*
Customer G	*	*	13%	*
Customer H	*	*	12%	*
Customer I	*	*	*	11%
Total	72%	75%	92%	91%

* less than 10%

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

In commercial properties leasing segment, there are no revenues from any customers for the periods ended September 30, 2011 and 2010 which individually represent greater than 10% of the total revenue.

The above customers accounted for 84% and 88% of accounts receivable balance as of September 30, 2011 and December 31, 2010, respectively.

The Group had three major suppliers that accounted for 65% of the total purchase of goods for the nine months ended September 30, 2011, and three major suppliers that accounted for 75% of the total purchase of goods for nine months ended September 30, 2010.

Meanwhile, the Group had two major suppliers that accounted for 51% of the total purchase of goods for the three months ended September 30, 2011, and one major supplier that accounted for 67% of the total purchase of goods for three months ended September 30, 2010.

The above suppliers accounted 67% and 7% of accounts payable balance as of September 30, 2011 and December 31, 2010, respectively.

Current vulnerability due to certain other concentrations

The Group’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than 30 years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

The Group transacts all of its business in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, the unification of the exchange rates does not imply that RMB may be readily convertible into US$ or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

Additionally, the value of RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market.

5. EARNINGS PER SHARE

	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Net income (loss) from continuing operations	(933,985	)	(309,481	)	1,680,444		(1,112,389	)
Net loss on discontinued operation	(537,462	)	(94,020	)	(605,531	)	(278,294	)
Net income (loss) attributable to the Fifth Season’s common stockholders	(1,467,592	)	(403,501	)	1,116,770		(1,390,683	)
Basic and diluted weighted average shares outstanding	399,999,847		391,543,500		397,243,016		391,543,500
Earning (loss) per share from continuing operations, net of tax	(0.00	)	(0.00	)	0.00		(0.00	)
Loss per share from Discontinued operations, net of tax	(0.00	)	(0.00	)	(0.00	)	(0.00	)
Net income (loss) attributable to common stockholders	(0.00	)	(0.00	)	0.00		(0.00	)

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

6. BUSINESS COMBINATION

On March 31, 2011, pursuant to the terms of the Equity Sale and Purchase Agreement dated February 28, 2011, by and among Shandong TFS and two original individual stockholders of Longyun, the Group completed its acquisition of 100% of the equity interest of Longyun (the “Acquisition”). The total consideration was RMB58 million, approximately US$8,846,160 in cash.

Longyun is primarily engaged in marketing and trading of goods, and plans to expand its business to the management and leasing of commercial properties. As a result of the acquisition, the Group has enhanced its trading business in the near term and expects to enhance its real estate business when Longyun expands to the management and leasing of commercial properties.

Fair Value Determination and Allocation of Consideration Transferred

For the Acquisition, the Group was obligated to pay a consideration of RMB58 million (approximately $8,846,000) in cash in exchange for 100% equity interest and assumed US$3.2 million of debt of the acquired business. As of September 30, 2011, the Group has paid Rmb55.5 million to the original stockholders of Longyun. The acquisition was accounted for under the purchase method of accounting, and Longyun was included in the Group's consolidated financial statements from the acquisition date of March 31, 2011. With the assistance of an independent third-party valuation specialist, management reassessed the fair value of the major assets acquired and the liabilities assumed and concluded that a bargain purchase gain amounting to approximately US$7.1 million resulted from the acquisition. Accordingly, the Group recognized the gain as a component of other income in the consolidated statement of income for the nine months ended September 30, 2011. Management believes that the Group was able to negotiate a bargain purchase price as a result of the prevailing economic environment and its access to the liquidity necessary to complete the acquisition.

The allocation of purchase price to identifiable tangible assets and assumed liabilities has not yet been finalized. As such, the estimate is subject to change once the Group makes a final determination of the fair value of tangible assets acquired and liabilities assumed, which will be completed within one year from the acquisition date.

The following summarizes the consideration paid for the Acquisition, and the preliminary fair values of the assets acquired and liabilities assumed recognized at the acquisition date:

		Acquisition
		(in thousands)
		(Unaudited)
Cash and cash equivalents	$	1,595
Trade receivables		108
Inventory		115
Tangible non-current assets		22,923
Other assets		33
Total assets acquired		24,774
Current liabilities		3,237
Deferred tax liability		5,575
Total liabilities assumed		8,812
Net identifiable assets acquired		15,962
Less: cash consideration transferred		8,846
Gain on business combination	$	7,116

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

Tangible non-current assets acquired during the transaction mainly include commercial properties of which the fair value is classified as Level 2 within the fair value hierarchy. With assistance of an independent valuation specialist, the management adopted the market approach, which rests on the wide acceptance of the market transactions as the best indicator and pre-supposes that evidence of relevant transactions in the market place can be extrapolated to similar properties, subject to allowances for variable factors. The Group’s management believes the result of valuation reflects the best estimates at the date the valuations were performed.

Pro Forma Results

The following table presents the estimated unaudited pro forma consolidated results as if the acquisition of Longyun occurred on January 1, 2010. The result includes the impact of preliminary fair value adjustment on property and the related adjustments on deferred taxes. The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on date assumed above:

	Three months ended Sep 30				Nine months ended Sep 30
	2011		2010		2011		2010
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Total revenue	36,771,902		14,939,159		136,649,382		29,039,023
(Loss) from operations	(1,382,941	)	(378,056	)	(3,001,786	)	(1,459,089	)
Net income (loss)	(1,471,447	)	(461,939	)	949,698		(1,654,488	)

7. DISCONTINUED OPERATIONS

In September 2011, the Group commenced the liquidation of the Fifth Season Liyang Investment Management Co., Ltd (“Liyang TFS”). The decision of liquidation was based on the Group’s strategy to concentrate its efforts on developing the Group’s lease business in Shandong and Shanghai.

The consolidated assets and liabilities of Liyang TFS have been classified on the balance sheet as net liabilities of discontinued operations. The asset and liabilities comprising the balances, as classified in the balance sheets, consist of:

	September 30, 2011		December 31, 2010
	(Unaudited)
Assets to be disposed of	93,835		328,406
Liabilities to be disposed of	(949,792	)	(577,218	)

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

The consolidated net loss from operations of Liyang TFS has been classified on the statements of Income and Comprehensive income, as loss from discontinued operations. Summarized results of discontinued operations are as follows:

		Three months ended						Nine months ended
		September 30, 2011						September 30, 2011
		2011			2010			2011			2010
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Loss from operations of the discontinued component	$	(406,929	)	$	(123,943	)	$	(499,021	)	$	(371,059	)
Loss from discontinued operations		(406,929	)		(123,943	)		(499,021	)		(371,059	)
Income tax expense (benefit)		(130,533	)		29,923			(106,510	)		92,765
Net loss from discontinued operations	$	(537,462	)	$	(94,020	)	$	(605,531	)	$	(278,294	)

8. RESTRICTED CASH

		September 30,		December 31,
		2011		2010
		(Unaudited)
Restricted cash	$	41,923,222	$	-

As of September 30, 2011, restricted cash represents the security deposits that serve as collateral for the notes payable and letter of credit, amounting to US$32,730,880 and US$9,192,342, respectively.

9. DEPOSIT WITH PROPERTY DEVELOPER

		September 30,		December 31,
		2011		2010
		(Unaudited)
Deposit with property developer	$	28,052,520	$	-

On April 1, 2011, the Group entered into an exclusive sales agency agreement with Zibo Mintai Property Development Co., Ltd. (“Mintai”), which required the Group provide a deposit within 30 days of signing the agreement. The deposit to the property developer permits the Group to serve as the exclusive sales agent of certain properties and entitles the Group to earn commission equal to 80% of all proceeds of those properties in excess of the agreed target sales amount. Mintai must pay to the Company 100% of all sales proceeds until the deposit is fully recovered and then 80% of all sales proceeds thereafter as its commission. Income from Mintai is not recognized until after the deposit is fully recovered. Any deposit not recovered is refundable if the Group cannot meet the agreed target sales amount. Per a supplementary agreement signed on August 18, 2011, the property developer agreed to pay interest at a rate of 15% per annum on the deposit, starting from February 1, 2011 to January 31, 2012. On April 1, 2011, the Company entered into an exclusive sales agency agreement with Zibo Mintai Property Development Co., Ltd. (“Mintai”), which required the Company to provide a deposit within 30 days of signing the agreement. The deposit to the property developer permits the Company to serve as the exclusive sales agent of certain properties and entitles the Company to earn commissions equal to 80% of all sales proceeds of those properties in excess of the agreed sales target of $40.16 million. Mintai must pay to the Company 100% of all sales proceeds until the deposit is fully recovered and then 80% of all sales proceeds thereafter as its commission. Income from Mintai is not recognized until after the deposit is fully recovered.

10.	PREPAYMENTS AND OTHER RECEIVABLES
	Prepayments and other receivables consist of the following:

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

		September 30,		December 31,
		2011		2010
		(Unaudited)
Advance to suppliers	$	29,944,105	$	2,076,246
Expense paid on behalf of customers and suppliers		499,937		-
Due from third party companies		503,552		999,688
Rental deposits to lessors		613,987		638,113
Prepaid taxes and input VAT		113,696		-
Prepaid office rental, petty cash and others		729,394		193,824
	$	32,404,671	$	3,907,871

As of September 30, 2011, due from third party Company amounting to US$314,720 bore an interest rate of basic interest rate of PBOC per annum, while the remaining balances were non-interest bearing loans to third parties for their working capital purposes.

Advance to suppliers were mainly the prepayments to the suppliers of the segment of trading business for the guarantee of the supply of goods. As of November 10, 2011, approximately $7.79 million of advance to suppliers was settled.

11.	REAL ESTATE AND RELATED ASSETS, NET
	Real estate and related assets consist of the following:

		September 30,		December 31,
		2011		2010
		(Unaudited)
Commercial properties held for operating lease	$	79,568,304	$	42,012,894
Tenant improvements		3,461,067		2,791,370
Office equipment and furniture		416,046		376,768
Motor vehicles		243,502		217,816
		83,688,919		45,398,848
Less: accumulated depreciation		3,166,700		910,863
		80,522,219		44,487,985
Construction in progress		2,463,098		969,467
	$	82,985,317	$	45,457,452

The Group recorded depreciation expenses of US$2,278,336 and US$529,211 for nine months ended September 30, 2011 and 2010, respectively, while US$870,164 and US$110,292 for three months ended September 30, 2011 and 2010, respectively.

Accumulated depreciation for real estate held for operating leasing, including commercial properties and tenant improvements were US$2,997,185 and US$854,025, as of September 30, 2011 and December 31, 2010, respectively.

Certificates of ownership of certain commercial properties with an aggregate carrying value of US$736,969 are still in the application process.

As of September 30, 2011, certain commercial properties with an aggregate carrying value of US$47,384,091 were pledged as collateral for short- term borrowings and a letter of credit. As of December 31, 2010, certain commercial properties with an aggregate carrying value of US$7,690,447 were pledged as collateral for short-term borrowings, and with an aggregate carrying value of US$5,374,748 were pledged as collateral for bank loans of a related party, Hangzhou Huaren Costume Co., Ltd ("Huaren Costume").

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

12.	BORROWINGS
	Borrowings consist of the following:

Short-term borrowings	September 30, 2011				December 31, 2010
	(Unaudited)
Lender	Interest rate	Maturity date		Balance	Interest rate		Maturity date		Balance
Lishuang Lu	-	-		-	19.44%		February 17, 2011	$	3,640,800
Mingyou Chen	-	-		-	22.80%		February 20, 2011		5,006,100
Shanghai Fuxing Pawnshop Co, ltd	-	-		-	36.00%		February 26, 2011		2,578,900
Shanghai Shencai Pawnshop Co, ltd	-	-		-	36.00%		February 20, 2011		841,935
Subtotal				-				$	12,067,735
Entrusted bank loans
China CITIC Bank	1	January 27, 2012	$	47,208,000	-		-		-
Short-term bank loans
China Construction Bank	2	April 18,2012		1,888,320	-		-		-
Qishang Bank	9.45%	October 20, 2011		125,888	-		-		-
China CITIC Bank	3	April 13, 2012		5,507,600
Guangdong Development Bank	4	January 15, 2012		2,675,120
China Minsheng Bank	5	August 1, 2012		3,147,200
Subtotal				13,344,128					-
			$	60,552,128				$	12,067,735
Long-term borrowings	September 30, 2011				December 31, 2010
Lender	Interest rate	Maturity date		Balance	Interest rate		Maturity date		Balance
Shaopin Lu	12.00%	March 1, 2013		4,250,000	-		-		-
Subtotal			$	4,250,000		$			-

¹Floating rate, 258% of basis interest rate of PBOC
²Floating rate, 115% of basis interest rate of PBOC
³Floating rate, 120% of basis interest rate of PBOC
⁴Floating rate, 110% of basis interest rate of PBOC
⁵Floating rate, 120% of basis interest rate of PBOC

The weighted average interest rate for the outstanding short-term bank loans was 14.38% and 25.53% as of September 30, 2011 and December 31, 2010, respectively.

As of September 30, 2011, the outstanding short-term loan from China Construction Bank amounting to US$1,888,320 was pledged by commercial properties amounting to US$8,769,935. A short-term bank loan from Qishang Bank was guaranteed by Zibo Shudong Synthetic Glass Co.,Ltd, Zibo Bodong machinery packaging Co.,Ltd, Wei Zhao and Yong Liu. A short-term borrowing amounting to US$5,507,600 from China CITIC Bank was secured by a pledge of commercial properties amounting to US$4,008,921 and guaranteed by Lianmo Wu, husband of controlling stockholder. A short-term borrowing from Guangdong Development Bank was guaranteed by the controlling stockholder Chushing Cheung, her husband Lianmo Wu, and a key management Xiaolei Xing, pledged by shops that didn't belong to the Fifth Season and several sets of private dwellings. And the short-term loan from China Minsheng Bank was pledged by commercial properties amounting to US$5,320,788 and guaranteed by the stockholder Chushing Cheung and her husband Lianmo Wu. A long-term borrowing from Shaopin Lu was guaranteed by the ultimate controlling stockholders of the Company.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

	The interest expenses were US$6,966,754 and US$189,226 for the nine months ended September 30, 2011 and 2010, respectively, and US$2,691,836 and US$15,693 for the three months ended September 30, 2011 and 2010, respectively.
	The weighted average amounts of the borrowings were US$57,768,554 and US$5,037,876 for the nine months ended September 30, 2011 and 2010 respectively and US$64,984,090 and US$1,926,588 for three months ended September 30, 2010 respectively.
	Short-term borrowing from Qishang Bank amounting to $125,888 was repaid subsequently.
	As of September 30, 2011, the Company is in compliance with the covenant requirements with respect to the outstanding borrowings.
13.	NOTES PAYABLE
	The Company has executed credit facilities with China CITIC Bank, Shanghai Pudong Development Bank, China Construction Bank and China Minsheng Bank that provided for working capital in the form of bank acceptance bills or letter of credit. The funds borrowed under bank acceptance bills are non-interest bearing and are generally repayable within six months. The funds under the letter of credit from Shanghai Pudong Development Bank are interesting bearing with a one-year term. And the funds under the letter of credit from China Construction Bank are non-interest bearing with a six-month term. Certain deposit and properties are used as collateral are required for the notes payable.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

14.	ACCRUED EXPENSES AND OTHER PAYABLES
	Accrued expenses and other payables consist of the following:

		September 30,		December 31,
		2011		2010
		(Unaudited)
Due to original stockholder of Longyun for acquisition		393,400		-
Accrued rental expense and other related costs		1,041,881		730,297
Accrued interest expense		638,338		368,866
Payroll and welfare payable		24,111		33,390
Rental deposits from lessees and others		1,219,417		627,577
	$	3,317,147	$	1,760,130

15. AMOUNT DUE TO THIRD PARTIES

		September 30,		December 31,
		2011		2010
		(Unaudited)
Due to third parties	$	8,025,360	$	-

Due to third parties are non-interest bearing short-term loans for working capital purpose.

16.	RESTRICTED NET ASSETS
	In accordance with relevant PRC statutory laws and regulations, the Company’s PRC subsidiaries are restricted to transfer funds to the off-shore companies in the form of cash dividends, loans or advances, except for the unrestricted retained earnings, if any.
	The Group’s ability to pay dividends or transfer funds to the stockholder through loans, advance is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiary only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries. Gain on business combination recorded in accordance with U.S. GAAP is not distributable as a result of GAAP difference and no unrestricted retained earnings from the Group’s PRC subsidiaries.
	Therefore, the Group’s restricted net assets, comprising of the Company’s common stock and net assets of Company’s PRC subsidiaries, were US$42,811,392 and US$ 36,482,012 as of September 30, 2011 and December 31, 2010, respectively.
17.	TAXATION
	The Company and its consolidated entities each files tax returns separately.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

a) Value Added Tax (“VAT”)

Pursuant to the provisional regulation of the PRC on VAT and their implementing rules, all entities and individuals (“taxpayers”) that are engaged in the sale of goods in the PRC are generally required to pay VAT at a rate of 17% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayers.

The Group’s PRC subsidiaries are subject to VAT at 17% for their revenues from trading activities, contingent rental and joint operation activities.

b) Business tax

The Group’s PRC subsidiaries are subject to business tax at 5% for their revenues from straight-line rental and other service.

c) Income tax

United States

Fifth Season International is subject to United States income taxes at a tax rate of 34%.

Hong Kong

In accordance with the relevant tax laws and regulations of Hong Kong, a company, irrespective of its residential status, is subject to tax on all profits (excluding profits arising from the sale of capital assets) arising in or derived from Hong Kong. No tax is levied on profits arising abroad, even if they are remitted to Hong Kong. The subsidiaries located in Hong Kong are subject to a Hong Kong profits tax rate of 16.5% on their income generated from Hong Kong for the periods presented.

PRC

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to state and local income taxes within the PRC at 25% on the taxable income.

d) Income tax expenses (benefits)

The reconciliation of income taxes computed at the statutory tax rates applicable to the PRC and Hong Kong, to income tax benefits is as follows:

		Nine months ended September 30,						Three months ended September 30,
		2011			2010			2011			2010
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Income (loss) before income tax	$	333,320		$	(1,483,185	)	$	(1,113,805	)	$	(414,059	)
Tax at statutory rate		171,299			(370,796	)		(261,552	)		(104,578	)
Gain on the business combination		(1,779,125	)		-			-			-
Change in valuation allowance		170,742			-			32,841			-
Non-deductible expenses		89,960			-			48,891			-
Income tax benefit	$	(1,347,124	)	$	(370,796	)	$	(179,820	)	$	(104,578	)

The charges for income tax expenses are based on the results for the periods as adjusted for items which are non-assessable or disallowed. They are calculated using tax rates that have been enacted or granted at the balance sheet dates.

The significant components of income tax expense are as follows:

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

		Nine months ended September 30,
		2011			2010
		(Unaudited)			(Unaudited)
Current tax expense	$	$46,721		$	-
Deferred tax benefit		(1,393.845	)		(370,796	)
Income tax benefit	$	(1,347,124	)	$	(370,796	)

e) Deferred tax assets and liabilities

Deferred tax assets and deferred tax liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax bases used for income tax purposes. Significant components of the Group's deferred tax assets and liabilities are as follows:

		September 30,			December 31,
		2011			2010
		(Unaudited)
Deferred tax assets:
Tax loss carryforwards	$	2,238,892		$	729,881
Accrued rental expense and other related costs		490,369			249,850
Total		2,729,261			979,731
Less: valuation allowance		(170,582	)		-
Deferred tax assets, net		2,558,679			979,731
Deferred tax liabilities:
Effect of differences between assigned value of property and their tax basis		13,122,563			6,942,528
Effect of differences between straight-line rental income and taxable rental income		766,602			298,799
		13,889,165			7,241,327
Net deferred tax liabilities	$	11,330,486		$	6,261,596

	The Company’s RPC subsidiaries have tax loss carryforwards available amounting to approximate US$0.2 million, US$2.0 million and US$6.9 million, which begin to expire in 2014, 2015 and 2016, respectively, if unused by the offset of future taxable income of the individual subsidiaries.
	The Group believes that the remaining tax loss carryforwards from Fifth Season HK amounting to US$1.03 million is unlikely be deductable in the future years and therefore the corresponding deferred tax assets were recognized with full allowance provided.
	The Group reversed deferred tax assets realized for tax loss carryforwards from Fifth Season Liyang amounting to US$0.38 million, because Fifth Season Liyang is going to be liquidated within coming six months.
	The Company has cumulative undistributed earnings of approximately $9,985,299 as of September 30, 2011, is included in consolidated retained earnings and will continue to be indefinitely reinvested in its operations in PRC. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if The Company concluded that such earnings will be remitted in the future.
18.	STRAIGHT-LINE RENTAL INCOME AND RELATED EXPENSES
	a) The Group’s real estate assets are leased to customers under operating leases. These leases have initial terms of 0.3 to 19.5 years, and usually the Group offers a rental holiday ranging from 2 to 15 months. The minimum rental amounts under the leases are generally subject to scheduled fixed increases.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

The following table summarizes future minimum base rents to be received from customers for leases in effect as of September 30, 2011:

Year		Amount
2011	$	1,031,236
2012		3,352,784
2013		3,668,217
2014		4,200,237
2015		3,152,580
Thereafter		17,999,364
	$	33,404,418

The following table summarizes future minimum base rents to be received from customers under subleases as of September 30, 2011:

Year		Amount
2011	$	220,935
2012		431,223
2013		667,350
2014		1,030,667
2015		267,721
Thereafter		480,888
	$	3,098,784

19.	RELATED PARTY TRANSACTIONS AND BALANCES
	All the related parties are as follows:

Name of related party	Relationship with the Group
Zhejiang the Fifth Season Investment Co., Ltd. (“Zhejiang Fifth Season”)	Controlled by the same ultimate stockholders
Zhejiang the Fifth Season Industrial Co., Ltd. (Original: Huaren Costume )	Controlled by the same ultimate stockholders
Hangzhou the Fifth Season E-commerce Co., Ltd. (Original: Hangzhou the Fifth Season Costume Co., Ltd.)	Controlled by the same ultimate stockholders
Hangzhou Hengding Plastics & Wood Tools Co., Ltd .(“Hangzhou Hengding”)	Controlled by the same ultimate stockholders
Hangzhou Liuhe Industrial Co., Ltd. (“Hangzhou Liuhe”)	Controlled by the same ultimate stockholders
Hangzhou Haigang Technology Co., Ltd. (“Hangzhou Haigang”)	Controlled by the same ultimate stockholders
The Fifth Season Hangzhou Real Estate Planning and Services Co., Ltd. (“Hangzhou Real Estate”)	Controlled by the same ultimate stockholders
The Fifth Season Nantong Commercial Investment Management Co., Ltd. (“Nantong Commercial”)	Controlled by the same ultimate stockholders
Jiashan Lijing Mingzuo Entertainment Co., Ltd. (“Jiashan Lijing”)	Controlled by the same ultimate stockholders
The Fifth Season Shandong Trade Co., Ltd	Controlled by the same ultimate stockholders
Hangzhou Yinli Decorative Lighting Co.,Ltd. (“Yinli Decorative Lighting”)	Controlled by one of the key management
Hangzhou Buy Bar	Controlled by the same ultimate stockholders
Hangzhou Yiyue E-commerce Co., Ltd.	Controlled by the same ultimate stockholders
Lianmo Wu	Husband of controlling stockholder
Chushing Chueng	Controlling stockholder
Hongsen Xu	Key management

- 24 -

FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

a) Trade receivables from related parties consist of the following:

		September 30,		December 31,
		2011		2010
		(Unaudited)
Hangzhou Hengding	$	-	$	4,681,145
Zhejiang the Fifth Season Industrial Co., Ltd. (Original: Huaren Costume)		198,559		191,417
	$	198,559	$	4,872,562

In May 2011, our ultimate stockholders withdrew their capital injected into Hangzhou Hengding in 2010. Consequentl y, we have no significant influence over Hangzhou Hengding, and we conclude that Hangzhou Hengding is not our rela ted party since then.

b) Loans receivables from related parties consist of the following:

		September 30,		December 31,
		2011		2010
		(Unaudited)
Jiashan Lijing	$	-	$	758,500
Hangzhou Liuhe		-		592,561
Hangzhou Haigang		-		775,490
Nantong Commercial		3,147		-
Hangzhou E-commerce( Original: Hangzhou Costume)		260,609		-
Yinli Decorative Lighting		1,976,610
Hangzhou Yiyue E-commerce		15,737		-
	$	2,256,103	$	2,126,551

Loans receivable from related parties were short-term loans for additional working capital purpose of such related parties, which were non-interest bearing and are due on demand. Yinli Decorative Lighting has subsequently repaid approximately $1.54 million to the Company in November 2011.

c) Accounts payable to related parties consists of the following:

		September 30,		December 31,
		2011		2010
		(Unaudited)
Yinli Decorative Lighting	$	-	$	324,374

d) Loans payable to related parties consists of the following:

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

		September 30,		December 31,
		2011		2010
		(Unaudited)
Zhejiang the Fifth Season Industrial Co., Ltd. (Original: Huaren Costume )	$	643,602		-
Zhejiang Fifth Season		1,148,105	$	763,051
Hangzhou Real Estate		70,812		-
Hangzhou Buy Bar		14,868		-
The Fifth Season Shandong Trade Co., Ltd		54,604
Hongsen Xu		56,586		70,726
Chushing Cheung		591,811		-
	$	2,580,388	$	833,777

Loans payable to related parties were short-term loans from related parties for the Group’s additional working capital purpose, which were non-interest bearing and due on demand.

e) Significant related party transactions other than loans are as follows:

			Nine months ended September 30,
	Transaction		2011		2010
			(Unaudited)		(Unaudited)
Yinli Decorative Lighting	Purchase	$	-	$	3,674,100
		$	-	$	3,674,100

20. COMMITMENTS AND CONTINGENCIES

a) Purchase Commitments

Commitments for the purchase of commercial properties totaled to US$5,995,927 as of September 30, 2011.

b) Lease commitments

As of September 30, 2011, future minimum rental payments under non-cancellable operating leases having initial or remaining lease terms of more than one year are as follows:

Year		Amount
2011	$	272,619
2012		1,404,233
2013		2,046,335
2014		2,096,565
2015		1,955,936
Thereafter		2,328,026
	$	10,103,714

c) Contingencies

As of September 30, 2011, the Group provided guarantee to a related party, Yinli Decorative Lighting for its bank loans up to RMB12 million (approximately US$1.8 million), guarantee to a third party, Zibo Xinhe Textile Raw Material Co., Ltd for its bank loans up to RMB0.5 million (approximately US$0.08 million). The Group would be obligated in the event Yinli Decorative Lighting was unable to meet principal or interest payments when they become due. As of September 30, 2011, the maximum amount payable under such guarantees and pledge including the principle of RMB12 million (approximately US$1.85 million) with relevant interest and other associated legal cost. Should the Group be required to pay any portion of the total amount of the loans it has guaranteed, the Group could attempt to recover some or the entire amount from the guaranteed parties.

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

The Group did not record any contingencies as of September 30, 2011.

21.	SEGMENT FINANCIAL INFORMATION
	The Group determines segments based on how management makes decisions about allocating resources to segments and measuring their performance.
	The Group's operations are mainly classified into two principal reportable segments that provide different products or services: commercial properties leasing, and the purchase and sale of goods, which we refer to as trading. Separate management of each segment is required because each business unit is subject to different marketing, operation, and technology strategies.
	Accounting policies of the transactions between segments are the same as those described in the summary of significant accounting policies. Performance is measured by various factors such as segment revenue and segment profit. Individual segment assets are not measurement reviewed by management. All corporate expenses and income tax expenses are allocated to the segments.

Nine months ended September 30, 2011
(Unaudited)
		Commercial
		properties										Total
		leasing		Trading			Others			Elimination		segments
External revenue	$	2,899,536	$	133,634,400		$	-		$	-	$	136,533,936
Gain on business combination		7,116,499		-			-			-		7,116,499
Segment profit (loss)		2,395,588		(186,306	)		(1,134,369	)		-		1,074,913

Nine months ended September 30, 2010
(Unaudited)
		Commercial
		properties									Total
		leasing			Trading		Others		Elimination		segments
External revenue	$	1,336,621		$	27,660,661		-		-	$	28,997,282
Segment profit (loss)		(1,190,972	)		(158,940	)	(40,770	)	-		(1,390,683	)

*Revenue from other segment consist of small on-line sales of goods

Three months ended September 30, 2011
(Unaudited)		Commercial
		properties											Total
		leasing			Trading			Others			Elimination		segments
External revenue	$	1,060,881		$	35,711,021		$	-		$	-	$	36,771,902
Segment profit (loss)		(976,107	)		(296,182	)		(199,158	)		-		(1,471,447	)

Three months ended September 30, 2010
(Unaudited)
		Commercial
		properties								Total
		leasing			Trading	Others		Elimination		segments
External revenue	$	504,831		$	14,396,983	-		-	$	14,901,814
Segment profit (loss)		(400,335	)		15,602	(18,767	)	-		(403,501)

*Revenue from other segment consist of small on-line sales of goods

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FIFTH SEASON INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to unaudited consolidated financial statements

22.	SUBSEQUENT EVENT
	Management of the Group has evaluated subsequent events through the issuance of the consolidated financial statements and identified the following subsequent event:
	In October 2011, Shandong Shengli agreed to extend the duration of the entrusted loan to January 27, 2013, which was originally mature on January 27, 2012.
	In October 2011, we obtained a $12.6 million non-interest bearing bank acceptance from China Citic Bank matures in April 2012, which is secured by bank deposit amounting to $6.3 million and properties of the Group.
	In early November the Group received a loan of RMB 40 million (approximately $6.3 million) from the Guangzhou Rural Commercial Bank, which the Group will use for working capital.

- 28 -

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

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” above. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this registration statement and the documents that we reference and filed as exhibits to the registration statement completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

• the “Company,” “we,” “us,” and “our” are to the combined business of Fifth Season International, Inc., a Delaware corporation, and its consolidated subsidiaries: Fifth Season HK, Business Real Estates, Kairui Real Estates, TFS Technology, TFS Trade, TFS GM, Shandong TFS, Jiashan TFS, Wuxi TFS, Liyang TFS, Tengzhou TFS, Binzhou TFS, Shanghai Jiadu, Shanghai Lomo, Zibo Jiadu, Zibo Lomo, TFS Property and Longyun;

• Fifth Season HK” are to The Fifth Season (Hong Kong) International Group Limited, a Hong Kong company;

• “Business Real Estates” are to Business Real Estates (China) Investment Holding Group Co., Ltd., a Hong Kong company;

• “Kairui Real Estates” are to Kairui (Hangzhou) Commercial Property Management Co., Ltd., a PRC company;

• “TFS Technology” are to The Fifth Season (Zhejiang) Technology Co., Ltd., a PRC company;

• “TFS Trade” are to The Fifth Season (Zhejiang) Trade Co., Ltd., a PRC company;

• “TFS GM” are to The Fifth Season Hangzhou Department Store Investment Management Co., Ltd., a PRC company;

• “Shandong TFS” are to The Fifth Season Shandong Commercial Investment Co., Ltd., a PRC company;

• “Jiashan TFS” are to The Fifth Season Jiashan Investment Management Co., Ltd., a PRC company;

• “Wuxi TFS” are to The Fifth Season Wuxi Commercial Investment Management Co., Ltd.; a PRC company;

• “Liyang TFS” are to The Fifth Season Liyang Investment Management Co., Ltd., a PRC company;

• “Tengzhou TFS” are to The Fifth Season Tengzhou Enterprise Management Co., Ltd., a PRC company;

• “Binzhou TFS” are to The Fifth Season Binzhou Commerce Co., Ltd., a PRC company;

- 29 -

• “Shanghai Jiadu” are to Shanghai Jiadu Commercial Management Co., Ltd., a PRC company;

• “Shanghai Lomo” are to Shanghai Lomo Industrial Co., Ltd., a PRC company;

• “Zibo Jiadu” are to The Fifth Season Zibo Jiadu Commerce Co., Ltd., a PRC company;

• “Zibo Lomo” are to The Fifth Season Lomo Commerce Co., Ltd., a PRC company;

• “TFS Property” are to The Fifth Season Tengzhou Property Development Co., Ltd., a PRC company

• “Longyun” are to Zibo Longyun Industrial and Trade Co., Ltd., a PRC company

• “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;

• “PRC” and “China” are to the People’s Republic of China;

• “SEC” are to the Securities and Exchange Commission;

• “Securities Act” are to the Securities Act of 1933, as amended;

• “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

• “Renminbi” and “RMB” are to the legal currency of China; and

• “U.S. dollars,” “USD,” “dollars,” and “$” are to the legal currency of the United States.

Overview of our Business

We are engaged in the investment, management, assignment, and leasing of commercial properties, and in the operation of department stores in China. In 2009, we expanded our business to include the wholesale purchase and sale of commodities, such as copper, steel, energy saving lamps, clothing, zinc slabs and fuel, and in 2010, we began engaging in online sales of general consumer products manufactured by third-parties, including small home appliances (such as kitchenware and soybean blenders), toys, clothing, footwear, luggage and accessories. During the year ended December 31, 2010 and 2009, 96.8% and 94.2% of our revenues were derived from our sale of commodities, while revenues from our commercial real estate activities accounted for 3.1% and 5.8% of revenues, and revenue from our online sales accounted for 0.1% and nil of revenues during the respective periods.

As of September 30, 2011, we managed eight commercial properties in Southeastern China, encompassing approximately 165,000 square meters, which includes three properties with 93,000 square meters directly owned by us. Many of the properties are positioned as department stores with large commercial tenants, including but not limited to Trust-Mart, Bank of China, and Boshiwa International Holding Limited. We intend to focus and expand our commercial real estate business in the coming years.

We wholesale our commodities to wholesale and retail customers in China, including to Shanghai Senhong Metal Co., Ltd, Shanghai Tongli Metal Co., Ltd and Shanghai Rongkun Trade Co., Ltd.

We operate our business in Hangzhou, Jiashan, Shanghai, Wuxi, Zibo, Tengzhou and Binzhou.

Recent Developments

The Fifth Season Liyang Investment Management Co., Ltd. is in the process of liquidation starting from September, 2011. The decision to liquidate Liyang TFS is based on our strategy to concentrate our efforts on developing our lease business in Shandong and Shanghai.

Third Quarter Financial Performance Highlights

The following are some financial highlights for the interim period ended September 30, 2011:

30

• Revenue: Revenue increased $107.5 million, or 371%, to $136.5 million for the nine months ended September 30, 2011, from $29 million for the same period in 2010.

• Gross Profit and Margin: Gross profit increased $1.4 million, or 144%, to $2.38 million for the nine months ended September 30, 2011, from $0.98 million for the same period in 2010.

• Net income from continuing operation: Net income from continuing operation was $1.68 million for the nine months ended September 30, 2011, an increase of $2.79 million, or 251%, from the net loss from continuing operation of $1.11 million for the same period in 2010.

• Fully diluted earnings per share: Fully diluted earnings per share was $0.0027 for the nine months ended September 30, 2011, as compared to $(0.0036) for the same period last year.

Results of Operations

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of sales revenue and key components of our revenue for the periods indicated in dollars.

Comparison of Three Months Ended September 30, 2011 and 2010

The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales.

		Three Months ended September 30,
		2011				2010
				As a percentage				As a percentage
		In Dollars		of total revenue		In Dollars		of total revenue		Changes		Variance(%)
Sales from trading	$	35,711,021		97.11%	$	14,396,983		96.61%		21,314,038		148%
Rental and other revenues		1,060,881		2.89%		504,831		3.39%		556,050		110%
Total Revenue		36,771,902		100.00%		14,901,814		100.00%		21,870,088		147%
Cost of tangible goods sold		35,121,235		95.51%		14,267,355		95.74%		20,853,880		146%
Expenses applicable to rental and other revenue		888,256		2.42%		241,811		1.62%		646,445		267%
Costs and expenses applicable to sales and revenues		36,009,491		97.93%		14,509,166		97.37%		21,500,325		148.18%
Gross profit		762,411		2.07%		392,648		2.63%		369,763		94%
Selling expenses		(473,299	)	-1.29%		(220,898	)	-1.48%		(252,401	)	114%
General and administrative expenses		(1,672,053	)	-4.55%		(513,103	)	-3.44%		(1,158,950	)	226%
Interest income		3,096,172		8.42%		189		0.00%		3,095,983		1638086%
Interest expense		(2,691,836	)	-7.32%		(15,693	)	-0.11%		(2,676,143	)	17053%
Gain on business combination		-		-		-		-		-		N/A
Net non-operating expense		(135,200	)	-0.36%		(57,202	)	-0.38%		(77,998	)	641%
Income tax benefit		179,820		0.49%		104,578		0.70%		75,242		72%
Net loss from continuing operations		(933,985	)	-2.54%		(309,481	)	-2.08%		(624,504	)	202%
Net loss on discontinued operation		(537,462	)	-1.46%		(94,020	)	-0.63%		(443,442	)	472%
Income/ (loss) before extraordinary items		(1,471,447	)	4.00%		(403,501	)	2.71%		(1,067,946	)	265%
Less: net loss attributable to the non-controlling interest		(3,855	)	-0.01%		-		-		(3,855	)	N/A
Net loss attributable to the Fifth Season's common stockholders	$	(1,467,592	)	-3.99%	$	(403,501	)	-2.71%	$	(1,064,091	)	264%

31

Revenue: We generate revenue primarily from the leasing of commercial properties and wholesale of various goods. Our revenue increased $21.9 million, or 147%, to $36.8million for the three months ended September 30, 2011, from $14.9 million for the same period in 2010. The growth was mainly due to the development of our businesses, through our acquisition of new trade customers, such as Shanghai Rongkun Trade Co., Ltd., Shanghai Tongli Metal Co., Ltd., and Shanghai Senhong Metal Co., Ltd., to increase trade revenue, and by the establishment and acquisition of new subsidiaries such as Zibo Jiadu, TFS Property, and TFS Binzhou, and the acquisition of commercial properties to boost leasing income.

Revenue from our commercial properties leasing segment increased by 110%, to $1.06 million in the three months ended September 30, 2011, from $0.5 million in the same period last year. The increase was primarily due to increase in revenues from the increasing occupancy rate of Shanghai Jiadu; contribution from Wuxi TFS which started its business in late 2010, from Zibo Lomo which was acquired in late 2010, and from TFS Bingzhou which started its business in April 2011.

Revenue from our trading and other segments increased by 148% to $35.7 million in the three months ended September 30, 2011, from $14.4 million in the same period last year. The increase was primarily due to management’s continuing efforts to develop new customers and strengthen our management of suppliers to reduce purchasing costs and enhance competitiveness.

Cost of Revenue: Our cost of revenue includes expenses applicable to our real estate operation segment, cost of goods sold for our trading segment and other expenses relating to our online sales. Our cost of revenue increased $21.5 million, or 148%, to $36 million for the three months ended September 30, 2011, from $14.5 million for the same period in 2010. The increase was in line with the increase of total revenue.

Rental property expenses are expenses associated with our ownership and operation of rental properties and include expenses that vary somewhat proportionately to occupancy levels, such as common area maintenance and utilities, and expenses that do not vary based on occupancy, such as property taxes. Depreciation and amortization is a non-cash expense associated with the ownership of real property and generally remains relatively consistent each year, unless we buy, place in service or sell assets, since we depreciate our properties and related building and tenant improvement assets on a straight-line basis over a useful life. Expenses applicable to our real estate operation segment increased by 267% to $0.89 million in the three months ended September 30, 2011, from $0.24 million in the same period last year. The increase was in line with the development of our commercial property segment since late 2010.

Cost of goods sold for our trading segment includes the cost of purchase of goods. Cost of goods sold increased by 146% to $35.1 million in the three months ended September 30, 2011, from $14.3 million in the same period last year. Such increase was generally in line with the increase in sales from our trading segment.

Gross Profit and Margin: Gross profit increased by $0.37 million, or 94%, to $0.76 million for the three months ended September 30, 2011, from $0.39 million for the same period in 2010.

Gross profit as a percentage of net revenue was 2.07% and 2.63% for the three months ended September 30, 2011 and 2010, respectively.

Our gross profit in the real estate operation segment was $0.17million for the three months ended September 30, 2011, an decrease of $0.09 million from the 0.26 million for the same period in 2010. Such change was primarily due to liquidation of Liyang TFS, which led to decreased rental income.

Gross margin for our trading segment was 0.59 million and 0.13 million for the three months ended September 30, 2011 and 2010, respectively. Such increase was primarily our efforts to develop new customers and boost sales in 2011.

Selling Expenses. Our selling expenses consist primarily of compensation and benefits to our sales staff, advertising expenses, business travel, transportation costs and other sales related costs. Our selling and marketing expenses in the three months ended September 30, 2011 were $473,299, from $220,898 in the same 2010 period, representing a 114% increase year-over-year. The increase was mainly due to an increase in staff costs and advertising expense caused by the development of our business.

General and Administrative Expenses. General and administrative expenses, net of amounts capitalized, consist primarily of management and employee salaries and other personnel costs and corporate overhead. Our administrative expenses increased $1.16 million, or 226%, to $1.67 million in the three months ended September 30, 2011, from $0.51 million in the same period in 2010. The increase was mainly due to the increase in professional expense, staff costs, office building rental expense and other administrative expenses as a result of recent completed acquisitions and the establishment of subsidiary companies in late 2010.

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Interest income. Interest income increased $3.1 million in the three months ended September 30, 2011, from $189 in the same period in 2010. We have been engaged in providing exclusive agency services to assist a property development company to sell its properties, with the condition that we prepay approximately $33 million as a deposit towards the proceeds of such sales. This quarter, we entered into a supplementary agreement with this company whereby they agreed to pay interest on the deposit, at a rate of 15% per annum for the cost of capital, commencing from February 1, 2011 to January 31, 2012. During the quarter, we received approximately $5 million in cash from this company. We recognized approximately $3.3 million in interest income based on an accrual basis and about $0.16 million in business tax, the rest of the amount was recorded as advance from customers.

Interest Expense. Interest expense increased $2.68 million, or 17053%, to $2.69 million in the three months ended September 30, 2011, from $0.01 million in the same period in 2010, primarily due to more borrowings and loans during the 2011.

Income Taxes. Our income taxes increased by approximately $0.08 million, or 72%, to $0.18 million in the three months ended September 30, 2011, from $0.1 million in the same period of 2010. The increase was due to the combined effect of recognition of deferred tax assets and liabilities.

Net Loss from continuing operations.. In the three months ended September 30, 2011, we suffered a net loss from continuing operations of $0.93 million in the three months ended September 30, 2011, a increase of $0.62 million from a net loss from continuing operations of $0.31 million in the same period last year, as a result of the factors described above.

Net loss on discontinued operation. We executed the liquidation plan over Liyang TFS in the third quarter, hence we ceased lease business of Liyang TFS and we had nil lease income, which resulted in the increase of net loss on discontinued operation by approximately $0.4 million, or 472% in the third quarter of 2011 as compared with that in the same period of 2010.

Net loss attributable to the Fifth Season’s common stockholders. In the three months ended September 30, 2011, we suffered a net loss attributable to the Fifth Season’s common stockholders of $1.47 million in the three months ended September 30, 2011, a increase of $1.06 million from a net loss of $0.40 million in the same period last year, as a result of the factors described above.
 

Comparison of Nine Months Ended September 30, 2011 and 2010

The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales.

		Nine months ended September 30,
		2011						2010
				As a				As a
				percentage				percentage
				of total				of total
		In Dollars		revenue		In Dollars		revenue		Changes		Variance(%)
Sales from trading	$	133,634,400		97.9%	$	27,660,661		95.4%		105,973,739		383%
Rental and other revenues		2,899,536		2.1%		1,336,621		4.6%		1,562,915		117%
Total Revenue		136,533,936		100.0%		28,997,282		100.0%		107,536,654		371%
Cost of tangible goods sold		131,820,085		96.5%		27,121,910		93.5%		104,698,175		386%
Expenses applicable to rental and other revenue		2,330,978		1.7%		898,426		3.1%		1,432,552		159.45%
Costs and expenses applicable to sales and revenues		134,151,063		98.3%		28,020,336		96.6%		106,130,727		378.76%
Gross profit		2,382,873		1.7%		976,946		3.4%		1,405,927		144%
Selling expenses		(1,140,785	)	-0.8%		(655,990	)	-2.3%		(484,795	)	74%
General and administrative expenses		(4,161,903	)	-3.0%		(1,578,925	)	-5.4%		(2,582,978	)	164%
Interest income		3,099,491		2.3%		2,175		0.0%		3,097,316		142405%
Interest expense		(6,966,754	)	-5.1%		(189,226	)	-0.7%		(6,777,528	)	3582%
Gain on business combination		7,116,499		5.2%		-		0.0%		7,116,499		N/A
Net non-operating income (expense)		3,899		0.0%		(38,165	)	-0.13%		42,064		27%
Income tax benefit		1,347,124		1.0%		370,796		1.3%		976,328		263%
Net income/(loss) from continuing operations	$	1,680,444		1.2%		($1,112,389	)	-3.8%	$	2,792,833		-251%
Net loss on discontinued operation		(605,531	)	-0.4%		(278,294	)	-1.0%		(327,237	)	118%
Income/ (loss) before extraordinary items		1,074,913		0.8%		(1,390,683	)	-4.8%		2,465,596		-177%
Less: net loss attributable to the non-controlling interest		(41,857	)	-0.0%		-		-		(41,857	)	N/A
Net income (loss) attributable to the Fifth Season's common stockholders	$	1,116,770		0.82%	$	(1,390,683	)	-4.8%	$	2,507,453		-180%

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Revenue. Our revenue increased to $136.5 million in the nine months ended September 30, 2011, from $29 million in the same period last year, representing a 371% growth year-over-year. The growth was mainly due to the development of our businesses, by acquiring new trade customers to increase trade revenue, establishing and acquiring new subsidiaries and by acquiring new commercial properties to boost leasing income.

Revenue from our commercial properties leasing segment increased by 117%, to $2.9 million in the nine months ended September 30, 2011, from $1.3 million in the same period last year. The increase was primarily due to $1.2 million in revenues from the increasing occupancy rate of Shanghai Jiadu.

Revenue from our trading and other segments increased by 383% to $133.6 million in the nine months ended September 30, 2011, from $27.7 million in the same period last year. The increase was primarily due to management’s continuing efforts to develop new customers and strengthen our management of suppliers to reduce purchasing costs and enhance competitiveness.

Cost of Revenue. Our cost of revenue increased $106 million, or 379%, to $134 million in the nine months ended September 30, 2011, from $28 million in the same period in 2010. The increase was in line with the increase in total revenue.

Expenses applicable to our real estate operation segment increased by 159% to $2.3 million in the nine months ended September 30, 2011, from $0.9 million in the same period last year. The increase was primarily due to the increase in depreciation expense, rental expense and other related costs resulting from our recent business acquisition activities and the contribution of our subsidiaries established in late 2010.

Cost of goods sold for our trading segment includes the cost of purchase of goods. Cost of goods sold increased by 386% to $131.8 million in the nine months ended September 30, 2011, from $27.1 million in the same period last year. Such increase was generally in line with the increase in sales from our trading segment.

Gross Profit and Gross Margin. Our gross profit increased by $1.4 million, or 144%, to $2.4 million in the nine months ended September 30, 2011, from $1 million in the same period in 2010. Gross profit as a percentage of net revenue was 1.7% and 3.4% for the nine months ended September 30, 2011 and 2010, respectively.

Our gross profit in the real estate operation segment was $0.57 million for the nine months ended September 30, 2011, an increase of $0.13 million from $0.44 million for the same period in 2010. Such change was primarily due to the establishment of new subsidiaries such as TFS Binzhou, and effective market strategies to boost leasing income.

Gross margin for our wholesale of trading segment was $1.8 million and $0.5 million for the nine months ended September 30, 2011 and 2010, respectively. Such increase was primarily our efforts to develop new customers and boost sales in 2011.

Selling Expenses. Our selling and marketing expenses in the nine months ended September 30, 2011 were $1.1 million, from $0.7 million in the same 2010 period, representing a 74% increase year-over-year. The increase was mainly due to an increase in staff costs and advertising expense caused by the development of our business.

General and Administrative Expenses. Our administrative expenses increased $2.6 million, or 164%, to $4.2 million in the nine months ended September 30, 2011, from $1.6 million in the same period in 2010. The increase was mainly due to the increase in professional expense, staff costs, office building rental expense and other administrative expenses as a result of recent completed acquisitions and the establishment of subsidiary companies in late 2010.

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Interest income. Interest income increased $3.1 million in the nine months ended September 30, 2011, from $2,175 in the same period in 2010. We have been engaged in providing exclusive agency services to assist a property development company to sell its properties, with the condition that we prepay approximately $33 million as a deposit towards the proceeds of such sales. This quarter, we entered into a supplementary agreement with this company whereby they agreed to pay interest on the deposit, at a rate of 15% per annum for the cost of capital, commencing from February 1, 2011 to January 31, 2012. During the quarter, we received approximately $5 million in cash from this company. We recognized approximately $3.3 million in interest income based on an accrual basis and about $0.16 million in business tax, the rest of the amount was recorded as advance from customers.

Interest Expense. Interest expense increased $6.8 million, or 3582%, to $7 million in the nine months ended September 30, 2011, from $0.2 million in the same period in 2010, primarily due to more borrowings and loans during the 2011.

Gain on business combination. Gain on business combination of $7.1 million during the nine months ended September 30, 2011 resulted from the acquisition of Longyun during the first quarter in 2011

Income Taxes. Our income taxes increased by approximately $0.98 million, or 263%, to $1.35 million in the nine months ended September 30, 2011, from $0.37 million in the same period of 2010. The increase was due to the combined effect of recognition of deferred tax assets and liabilities.

Net income/(loss) from continuing operations. In the nine months ended September 30, 2011, we generated a net income from continuing operations of $1.7 million in the nine months ended September 30, 2011, an increase of $2.8 million from a net loss from continuing operations of $1.1 million in the same period last year, as a result of the factors described above.

Net loss on discontinued operation. We executed the liquidation plan over Liyang TFS in the third quarter, hence we ceased lease business of Liyang TFS and we had nil lease income in the third quarter, which resulted in the increase of net loss on discontinued operation by approximately $0.3 million, or 118% in the nine months ended September 30, 2011 as compared with that in the same period of 2010.

Net Income (loss) attributable to the Fifth Season’s common stockholders. In the nine months ended September 30, 2011, we generated a net income attributable to the Fifth Season’s common stockholders of $1.1 million in the nine months ended September 30, 2011, an increase of $2.5 million from a net loss attributable to the Fifth Season’s common stockholders of $1.3 million in the same period last year, as a result of the factors described above.
 

Liquidity and Capital Resources

As of September 30, 2011, we had cash and cash equivalents of $0.4 million. The following table summarizes the key cash flow metrics from our condensed consolidated statements of cash flows for the nine months ended September 30, 2011 and 2010.

Cash Flow
(all amounts in U.S. dollars)

		Nine Months Ended September 30,
		2011			2010
Net cash used in operating activities	$	(68,679,864	)	$	(12,297,399	)
Net cash used in investing activities		(24,916,026	)		(7,772,740	)
Net cash provided by (used in) financing activities		93,735,696			19,944,098
Effects of exchange rate change in cash		11,664			1,724
Net increase in cash and cash equivalents		151,470			(124,317	)
Cash and cash equivalents, beginning of the year		227,664			220,293
Cash and cash equivalent, End of the period	$	379,134		$	95,976

Operating activities

Net cash used in operating activities was $69 million for the nine months ended September 30, 2011, as compared to $12 million net cash used in operating activities for the same period in 2010, which was primarily due to the approximately $26 million increase of deposit with property developer and prepayment and other receivable for the development of our trade business in the 2011 period.

We have been engaged in providing exclusive agency services to assist a property development company to sell its properties, with the condition that we prepay approximately $33 million as a deposit towards the proceeds of such sales. This quarter, we entered into a supplementary agreement with this company whereby they agreed to pay interest on the deposit, at a rate of 15% per annum for the cost of capital, commencing from February 1, 2011 to January 31, 2012. During the quarter, we received approximately $5 million in cash from this company. We recognized approximately $3.3 million in interest income based on an accrual basis and about $0.16 million in business tax, the rest of the amount was recorded as advance from customers. We anticipate completing the sales within one year which will generate sufficient operating cash flows.

35

Investing activities

Net cash used in investing activities for the nine months ended September 30, 2011 was $25 million, as compared to $7.8 million net cash used in investing activities for the same period in 2010. The increase was primarily due to the combined effect of expenditure in property purchasing activity, payment in business acquisitions and higher financial support given to related parties in the 2011 period.

Financing activities

Net cash provided by financing activities for the nine months ended September 30, 2011 was $94 million, as compared to $19.9 million net cash provided by financing activities for the same period in 2010. Such increase was primarily due to additional short-term and long-term borrowings obtained in the 2011 period.

Loan Commitments

As of September 30, 2011, the amount, maturity date and term of each of our bank loans were as follows:

(All amounts in U.S. Dollars)

	Interest rate	Maturity date		Balance
Entrusted bank loans
China CITIC Bank	258% of interest rate of PBOC	January 27, 2012	$	47,208,000
Short-term bank loans
China Construction Bank	115% of basis interest rate of PBOC	April 18, 2012		1,888,320
Qishang Bank	9.45%	October 20, 2011		125,888
China CITIC Bank	120% of basis interest rate of PBOC	April 13, 2012		5,507,600
Guangdong Development Bank	110% of interest rate of PBOC	July 10, 2012		2,675,120
China Minsheng Bank	120% of interest rate of PBOC	August 1, 2012		3,147,200
Subtotal			$	60,552,128
Long-term borrowings
Shaopin Lu	12%	March 1, 2013	$	4,250,000
Subtotal				4,250,000
Total			$	64,802,128

_________
* Calculated based on the exchange rate of $1 = RMB 6.3549

The outstanding short-term borrowings and loans were pledged by properties, with an aggregate carrying value of $18,099,643.

In October 2011, we received $6.3 million in funds from China Citic Bank in connection with a $12.6 million non-interest bearing bank acceptance secured by a pledged of properties of the company, which matures in Aril 2012 with duration of six months.

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In early November 2011, we received a RMB 40 million (approximately $6.3 million) loan at an interest rate of 1.5% per month from the Guangzhou Rural Commercial Bank, commencing from November 3, 2011 to December 21, 2011, secured by a pledge of properties of the company, which we are using as working capital.

On January 28, 2011, Shandong Shengli Steel Pipe Company, or Shandong Shengli, authorized China Citic Bank to lend us RMB300 million (approximately $47 million) to us, which was originally due and payable on January 27, 2012. In October 2011, Shandong Shengli agreed to extend the maturity date of the loan to January 27, 2013.

We are currently in compliance with the covenants and other requirements with respect to our outstanding debt. Although we expect to remain in compliance with these covenants and ratios for at least the next year, depending upon our future operating performance, property and financing transactions and general economic conditions, we cannot assure you that we will continue to be in compliance.

We may not be able to repay, refinance or extend any or all of our debt at maturity or upon any acceleration. If any refinancing is done at higher interest rates, the increased interest expense could adversely affect our cash flow. Any such refinancing could also impose tighter financial ratios and other covenants that restrict our ability to take actions that could otherwise be in our best interest, such as funding property purchase activity and making opportunistic business acquisitions. We believe that our cash on hand and cash flow from operations will meet part of our present cash needs. For example, we served as an exclusive sales agent for a property development company in Shandong. This will bring us sufficient cash inflow when we commence our sales. And we will require additional cash resources, including loans, to meet our expected capital expenditure and working capital for the next 12 months. As we build good relationship with local financial institutions, we can receive continuous financial support from these parties, include but not limit to loan facilities and line of credit from banks.

We may, however, in the future, require additional cash resources due to changed business conditions or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Going Concern

Our consolidated current liabilities exceeded its consolidated current assets by approximately $28.9 million as of September 30, 2011. We historically financed our operations principally with cash flows from operations and through financing from financial institutions and our stockholders. Based on future projections of our profits and cash inflows from operations, including commercial property leasing and providing agent service in properties sales, and the anticipated ability of obtaining continued financing from banks and revolving loans from related parties to finance our continuing operations, our management has prepared the consolidated financial statements on a going concern basis.

Obligations under Material Contracts

The table below sets forth our contractual obligations as of September 30, 2011.

Contractual					2012 and	2014 and
Obligations		Total		2011	2013	2015	Thereafter
Operating Lease Obligations	$	10,103,714	$	272,619	3,450,568	4,052,501	2,328,026
Purchase obligations	$	5,995,527	$	5,995,527	-	-	-
Total	$	16,099,241	$	6,268,146	3,450,568	4,052,501	2,328,026

In addition to the loan commitments described above, we have the material obligation described below.

As of September 30, 2011, pursuant to the terms of the Property Sale and Purchase Agreement dated June 8, 2009, by and between TFS GM and Shanghai Shuangou Property Co., Ltd, TFS GM is required to pay RMB 38,100,707 (approximately $5,995,527) before the end of 2011. We expect to pay this amount by the deadline.

37

In addition, pursuant to the terms of the Equity Sale and Purchase Agreement dated February 28, 2011, by and among Shandong TFS and the former shareholders of Longyun, Shangdong TFS owed them a total consideration of RMB58 million (approximately $9,126,880) for Longyun, of which RMB55.5 million (approximately $8,733,480) has already been paid. Shandong TFS is required to pay the remaining RMB2.5 million (approximately $393,400) by the end of 2011. We expect to meet this obligation on or before the repayment deadline.

We have been engaged in providing exclusive agency services to assist a property development company to sell its properties, with the condition that we prepay approximately $33 million as a deposit towards the proceeds of such sales. This quarter, we entered into a supplementary agreement with this company whereby they agreed to pay interest on the deposit, at a rate of 15% per annum for the cost of capital, commencing from February 1, 2011 to January 31, 2012. During the quarter, we received approximately $5 million in cash from this company. We recognized approximately $3.3 million in interest income based on an accrual basis and about $0.16 million in business tax, the rest of the amount was recorded as advance from customers. We anticipate completing the sales within one year which will generate sufficient operating cash flows.

Critical Accounting Policies

The preparation of financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from our estimates.

The policies used in the preparation of our Consolidated Financial Statements are described in Note 3 to our Consolidated Financial Statements. However, certain of our significant accounting policies contain an increased level of assumptions used or estimates made in determining their impact in our Consolidated Financial Statements. Management has reviewed and determined the appropriateness of our critical accounting policies and estimates.

We consider our critical accounting estimates to be those used in the determination of the reported amounts and disclosure related to the following:

• Business combination;

• Impairment of long-lived assets;

• Revenue recognition;

• Allowance for doubtful accounts; and

• Deferred tax assets and liabilities

Business combination

Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Gain on business combination is recognized and measured as the excess of the fair values of the identifiable net assets acquired, at the acquisition date over the total consideration transferred plus the fair value of any non-controlling interest of the acquiree, if any. The consideration in acquisitions made in cash. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

Revenue Recognition

Sales of goods

We primarily generate revenue from goods sales to distributors and end users. The delivery of our sales is made based on sales contracts from customers, which specify particular sales prices for the goods. Delivery occurs only upon receipt of the goods by the customer’s warehouse or designated destination, or at the time the goods are picked up by the customer. We granted certain credit terms and limits to customers that we believed to be low risk of collectability based on our credit assessment. Historically, no material collectability problem has occurred. Revenue is recognized when delivery occurs and collectability is reasonably assured. We have no post-delivery obligations on our goods sold.

38

Rental revenue

Rental revenue includes rents that each tenant pays in accordance with the terms of its respective lease reported evenly over the non-cancelable term of the lease. Most of our leases contain rental increases at specified intervals. We recognize such revenues on a straight-line basis by averaging the non-cancelable rental revenues over the lease terms. Contingent rental revenue, such as percentage rent on sale volume of tenant, is accrued when the contingency is removed.

Allowance for Doubtful Accounts

Accounts receivable and accrued straight-line rents receivable are reviewed periodically as to whether they are past due based on contractual terms and their carrying values have become impaired. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and financial health of specific customers. We have considered all available information in our assessments of the adequacy of the provision for doubtful accounts and we do not expect there would be significant changes on conditions that would result in material effect on the allowance estimation. We will continue to assess our receivable portfolio in light of the current economic environment and its impact on our estimation of the adequacy of the allowance for doubtful accounts.

Deferred tax assets and liabilities

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and tax planning strategies in making this assessment. If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase the valuation allowance against all or a significant portion of our deferred tax assets resulting in a substantial adverse impact on our operating results.

Seasonality

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introduction.

Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor the price change in our industry and continually maintain effective cost control in operations.

Off-Balance Sheet Arrangements

As of September 30, 2011, we provided a guarantee to a related party, Yinli Decorative Lighting, for up to RMB12 million (approximately $1.8 million its bank loans), and a guarantee to a third party, Zibo Xinhe Textile Raw Material Co., Ltd., for its bank loans up to RMB0.5 million (approximately US$0.08 million). Should we be required to pay any portion of the total amount of the loans that we have guaranteed, we would attempt to recover some or the entire amount from the guaranteed party.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC 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.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer, Mr. Shaoping Lu, and our Chief Financial Officer, Ms. Zhumin Zhang, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2011. Based on this assessment, Mr. Lu and Ms. Zhang determined that, as of September 30, 2011, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective for the reason set forth below.

During their review of our internal control over financial reporting during the three-month period ended June 30, 2011, our management, including Mr. Lu and Ms. Zhang, determined that there was a material weaknesses in our internal control over financial reporting because we lack of an audit committee and an internal audit department.

Management is currently seeking for and plans to establish an audit committee and appoint qualified personnel as soon as possible to remediate this material weakness. Our management does not believe that this material weakness had a material effect on our financial condition or results of operations or caused our financial statements as of and for the fiscal quarter ended September 30, 2011, such as to contain a material misstatement.

Changes in Internal Controls over Financial Reporting

There was no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the most recent fiscal quarter ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. Except for the legal proceeding described below, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

Our subsidiaries, the Fifth Season Hangzhou Department Store Investment Management Co., Ltd and the Fifth Season Liyang Investment Management Co., Ltd, are a defendants in a lawsuit filed in Liyang People’s Court by one of our lessees, Jianhua Si , for alleged breach of contract. We responded with a countersuit against the lessee for breach of contract. On July 21, 2011, the case was adjudicated with the following results. On one hand, the lessee prevailed in its original claim and we were ordered to pay actual and punitive damages totaling about US$65,000. On the other hand, we prevailed in our counterclaim and the lessee was ordered to pay us a default payment of about US$65,000. As a result, the case had minimal, if any, impact on our business and operations.

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ITEM 1A. RISK FACTORS.

There are no material changes from the risk factors previously disclosed in Item 1A “Risk Factors” of our Current Report on Form 8-K filed on April 6, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.	Description
31.1	Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 21, 2011	FIFTH SEASON INTERNATIONAL, INC.
	By: /s/ Shaoping Lu
	Shaoping Lu
	Chief Executive Officer
	(Principal Executive Officer)
	By: /s/ Zhumin Zhang
	Zhumin Zhang
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)