8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  November 18, 2010

CHINA SHEN ZHOU MINING & RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-33929	87-0430816
(State of Incorporation)	(Commission File No.)	(IRS Employer ID Number)

No. 166 Fushi Road Zeyang Tower, Shijingshan District, Beijing, China 100043

(Address of principal executive offices)

86-010-8890-6927

(Registrant’s telephone number, including area code)

Not applicable

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

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 12, 2010, China Shen Zhou Mining & Resources, Inc. (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2010. The press release is attached as Exhibit 99.1 to this report on Form 8-K.

The information contained in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in or exhibits to this Form 8-K shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. 

 Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release of China Shen Zhou Mining & Resources, Inc., dated November 12, 2010.

 

SIGNATURES

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

	REGISTRANT: China Shen Zhou Mining & Resources, Inc.
Date:  November 18, 2010	By:	/s/ Xiaojing Yu
		Xiaojing Yu,
		Chief Executive Officer

-2-

EX-99.1

China Shen Zhou Mining & Resources, Inc. Announces Financial Results for the Third

Quarter Ended September 30, 2010

(All figures are in U.S. dollars)

BEIJING, November 12, 2010— China Shen Zhou Mining & Resources, Inc. ("China Shen Zhou", or the "Company"), a company engaged in the exploration, development, mining and processing of fluorite, zinc, lead, copper, and other nonferrous metals in China, today announced the financial results for the third quarter ended September 30, 2010.

Third Quarter 2010 Highlights:

Net revenues increased by 110% in the third quarter of 2010 as compared to the same period in 2009 to US $3.62 million from US $1.72 million.

Gross profit increased by approximately 600% in the third quarter of 2010 as compared to the same period in 2009 to US$1.74 million from US$0.25 million.

Gross margin was 48% as compared to 14% in the same period of the prior fiscal year.

Net income attributable to the Company and subsidiaries increased in the third quarter of 2010 to US$0.52 million as compared to a net loss of US$2.15 million in the same period in 2009.

Basic and diluted net income (loss) per share from continuing operations was US$0.02 in the third quarter of 2010 and minus US$0.08 in the third quarter of 2009.

"In the third quarter, we achieved a significant change in operations. Our major processing plants have begun operating at full scale in the third quarter of this year. We believe that this is a new beginning for our business since September 2008 after the crisis. Along with the increase in the price of our final products, this situation brings a positive change to our financial results. We expect that such full-scale operations in our plants will continue to be carried out in 2011." said Ms. Xiaojing Yu, the Chairwoman and CEO of the Company.

About China Shen Zhou Mining & Resources, Inc.

China Shen Zhou Mining & Resources, Inc., through its subsidiary, American Federal Mining Group ("AFMG"), is engaged in the exploration, development, mining, and processing of fluorite and nonferrous metals such as zinc, lead and copper in China. The Company has the following principal areas of interest in China: (a) fluorite extraction and processing in the Sumochaganaobao region of Inner Mongolia; (b) zinc/copper/lead exploration, mining and processing in Wulatehouqi of Inner Mongolia; and (c) zinc/copper exploration, mining and processing in Xinjiang.

For more information, please visit http://www.chinaszmg.com/

Safe Harbor Statement

Certain of the statements made in the press release constitute forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward- looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology. Such statements typically involve risks and uncertainties and may include financial projections or information regarding our future plans, objectives or performance. Actual results could differ materially from the expectations reflected in such forward-looking statements as a result of a variety of factors, including the risks associated with the effect of changing economic conditions in the People's Republic of China, variations in cash flow, fluctuation in mineral prices, risks associated with exploration and mining operations, and the potential of securing additional mineral resources, and other risk factors detailed in reports filed with the Securities and Exchange Commission from time to time.

For more information, please contact:

In China:

Fulun Song

Office of the Board of Directors

China Shen Zhou Mining & Resources, Inc.

Tel: +86-10-8890-9976

Fax: +86-10-8890-6927

Cell: 13146358911

Email: investors@chinaszky.com

Web:  http://www.chinaszmg.com

In the U.S.:

David Elias

Investor Relations

DME Capital LLC

Tel: +1-516-967-0205

Email: dave@dmecapital.com

 

Financial Tables to Follow

HINA SHEN ZHOU MINING & RESOURCES, INC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	September 30, 2010			December 31, 2009
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,497		$	333
Accounts receivable, net		266			302
Other deposits and prepayments, net		1,189			855
Inventories		7,950			3,721
Restricted assets		8			740
Total current assets		10,910			5,951
Prepayment for office rent		133			280
Available for sale investment		149			146
Property, machinery and mining assets, net		34,699			34,902
Total assets	$	45,891		$	41,279
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,885		$	4,694
Short term loans		10,792			3,603
Other payables and accruals		5,283			6,667
Taxes payable		655			333
Total current liabilities		19,615			15,297
Due to related parties		2,322			2,297
Total liabilities		21,937			17,594
STOCKHOLDERS’ EQUITY:
Common stock ($0.001 par value; 50,000,000 shares authorized;
27,974,514 shares and 27,214,514 shares issued and outstanding
as of September 30, 2010 and December 31, 2009 respectively)		28			27
Additional paid-in capital		29,270			28,518
Statutory reserves		1,672			1,672
Accumulated other comprehensive income		4,180			3,839
Accumulated deficit		(11,144	)		(10,342	)
Stockholders' equity - China Shen Zhou Mining & Resources, Inc. and Subsidiaries		24,006			23,714
Noncontrolling interest		(52	)		(29	)
Total stockholders’ equity		23,954			23,685
Total liabilities and stockholders’ equity	$	45,891		$	41,279

CHINA SHEN ZHOU MINING & RESOURCES, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share data)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net revenue	$	3,619		$	1,715		$	6,722		$	3,060
Cost of sales		1,878			1,469			4,455			2,593
Gross profit		1,741			246			2,267			467
Operating expenses:
Selling and distribution expenses		16			52			67			70
General and administrative expenses		1,131			982			3,043			3,166
Total operating expenses		1,147			1,034			3,110			3,236
Net income (loss) from operations		594			(788	)		(843	)		(2,769	)
Other income (expense):
Interest expense		(193	)		(936	)		(387	)		(2,893	)
Other, net		106			(8	)		406			109
Total other income (loss)		(87	)		(944	)		19			(2,784	)
Income (loss) from continuing operations before income taxes		507			(1,732	)		(824	)		(5,553	)
Income tax expenses		-			-			-			-
Income (loss) from continuing operations		507			(1,732	)		(824	)		(5,553	)
Discontinued operations :
Loss from operations of discontinued component, net of taxes		-			(414	)		-			(660	)
Loss from discontinued operations		-			(414	)		-			(660	)
Net income (loss)		507			(2,146	)		(824	)		(6,213	)
Less: Noncontrolling interests attributable to the noncontrolling interests		8			-			22			22
Net income (loss) - attributable to China Shen Zhou Mining & Resources, Inc. and Subsidiaries		515			(2,146	)		(802	)		(6,191	)
Other comprehensive income:
Foreign currency translation adjustments		295			25			341			216
Comprehensive  income (loss)	$	810		$	(2,121	)	$	(461	)	$	(5,975	)
Net income (loss) per common share – basic and diluted
From continuing operations		0.02			(0.08	)		(0.02	)		(0.25	)
From discontinued operations		-			(0.02	)		-			(0.03	)
	$	0.02		$	(0.10	)	$	(0.02	)	$	(0.28	)
Weighted average common shares outstanding
- Basic and Diluted		27,975			22,215			27,878			22,215

CHINA SHEN ZHOU MINING & RESOURCES, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands, except share data)

	For the Nine Months Ended September 30,
	2010			2009
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(802	)	$	(6,191	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from operations of discontinued component, net of income tax benefits		-			660
Depreciation and amortization		2,226			1,865
Fair value adjustment of warrants		-			17
Accrual of coupon interests and accreted principal		-			1,169
Amortization of deferred financing costs		-			1,207
Amortization of debt issuance costs		-			318
Noncontrolling interests		(22	)		(22	)
Forgiveness of payroll payables		(300	)		-
Changes in operating assets and liabilities:
(Increase) decrease in -
Accounts receivable		41			(61	)
Other deposits and prepayments		(317	)		(174	)
Prepayment for office rent		147			152
Inventories		(4,157	)		(615	)
Restricted assets		746			(733	)
Increase (decrease) in -
Accounts payable		(1,900	)		973
Other payables and accruals		(460	)		1,001
Taxes payable		316			(94	)
Net cash provided by (used in) operating activities from continuing operations		(4,482	)		(528	)
Net cash provided by (used in) operating activities from discontinued operations		-			1
Net cash used in operating activities		(4,482	)		(527	)
Cash flows from investing activities:
Purchases of property, machinery and mining assets		(1,374	)		(752	)
Sales of property, machinery and mining assets		28			-
Net cash used in investing activities from continuing operations		(1,346	)		(752	)
Net cash provided by disposal of discontinued operations		-			-
Net cash used in investing activities		(1,346	)		(752	)
Cash flows from financing activities:
Due to related parties		(20	)		(620	)
Repayment at short-term loans		(3,464	)		-
Proceeds from short-term loans		10,583			1,846
Net cash provided by financing activities		7,099			1,226
Foreign currency translation adjustment		(107	)		(5	)
Net increase in cash and cash equivalents		1,164			(58	)
Cash and cash equivalents at the beginning of the period		333			205
Cash and cash equivalents at the end of the period	$	1,497		$	147
Non-cash investing and financing activities
Shares issued to employees as share based compensation	$	752		$	-
Supplemental disclosures of cash flow information:
Cash paid for interest expenses	$	285		$	166
Cash paid for income tax	$	-		$	-