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):  May 20, 2011 (May 16, 2011)

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 May 16, 2011, China Shen Zhou Mining & Resources, Inc. (the “Company”) announced its results for the first quarter of 2011. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”) and is incorporated herein by reference.

The information contained in this 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein or in exhibits to this Form 8-K shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 7.01. Regulation FD Disclosure.

On May 16, 2011, the Company announced its financial results for the first quarter of 2011. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information contained in this Form 8-K and the exhibits attached hereto shall not be deemed to be “filed” for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein or in exhibits to this Form 8-K shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 16, 2011

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.

	China Shen Zhou Mining & Resources, Inc.
Date:  May 20, 2011	By:	/s/ Xiaojing Yu
		Xiaojing Yu
		Chief Executive Officer

EX-99.1

China Shen Zhou Reports 2011 First Quarter Financial Results

BEIJING, May 16, 2011 /PRNewswire-Asia-FirstCall/ -- China Shen Zhou Mining & Resources, Inc. (“China Shen Zhou” or the “Company”) (NYSE AMEX: SHZ), a Company engaged in the exploration, development, mining and processing of fluorite, zinc, lead, copper, and other nonferrous metals in China, today announced financial results for the first quarter 2011 ended March 31, 2011.

2011 First Quarter Financial Highlights

·           Revenues reached $1.9 million from $0.9 million in the 2011 first quarter,

·           Gross margin was 35.0% compared with 8.0% in the first quarter last year,

·           Cash and equivalents were $7.7 million.

Ms. Xiaojing Yu, the Chairwoman and CEO, commented, “We have made great progress in our operations and gained financial strength through our equity offering. Our resources and assets have risen through our 55% ownership in the Xinyi Fluorite Company. We look forward to reaping the benefits of rising fluorite prices and our larger fluorite volumes. The 2011 year will be highlighted by marked improvement in sales and earnings.”

First Quarter Financial Results

For the first quarter of 2011, net sales were $1.9 million, an approximate $975,000 or 106% increase from approximately $0.9 million in the same quarter of 2010. Net sales grew due to the sales volume of fluorite powder for the 2011 first quarter reaching approximately 6,000 tons, a 150% gain from approximately 2,400 tons for the first quarter of 2010.  The average sales price of fluorite powder for the three months ended March 31, 2011 increased approximately 103% to $248 per ton from $122 per ton for the first quarter of 2010. Due to the inclement weather in the first quarter of 2011 and 2010, the Company ceased processing non-ferrous metals and recorded no sales for that segment.

Gross profit was $664,000 for the first quarter of 2011 compared with a gross profit of $73,000 in the 2010 first quarter. The profit increase was mainly due to much higher fluorite volumes and prices combined with the use of the larger processing plant which started operation in August 2010. The gross margin in the first quarter of 2011 was 35.0% compared with 8.0% in the first quarter last year.

Selling expenses in the first quarter of 2011 were $36,000, as compared to $13,000 in the 2010 first quarter. Selling expenses as a percentage of total net sales were 2.0% as compared to 1.0% in the first quarter of 2010.

General & Administrative (“G&A”) expenses in the first quarter of 2011 were $2.1 million compared with $1.1 million in the 2010 first quarter.  The increase was due to higher amortization of mineral resources exploration expenses, greater administrative expenses from the newly acquired Xinyi Fluorite Company, and increased professional fees.

Total operating expenses in the first quarter of 2011 were $2.1 million compared with $1.1 million in the 2010 first quarter.

The operating loss in the 2011 first quarter was $1.5 million versus a loss of $1.0 million in the 2010 first quarter.

Net loss attributable to stockholders for the first quarter of 2011 was $1.6 million, or $0.06 per diluted and basic share, compared with net loss attributable to stockholders of $0.8 million, or $0.03 per diluted and basic shares, in the 2010 first quarter.

Recent Developments

On January 13, 2011, China Shen Zhou Mining & Resources, Inc. signed an equity transfer agreement with the shareholders of Xinyi Fluorite Company Ltd. and agreed to pay RMB 65 million (approximately US$ 9.85 million) to acquire a 55% equity position in Xinyi. Payment under the agreement consists of RMB 50 million (approximately US$ 7.58 million) in China Shen Zhou's common shares and RMB 15 million (approximately US$ 2.27 million) in cash. The Company's Xingzhen subsidiary, together with two individual investors, also agreed to pay an additional RMB 28 million (approximately US$ 4.24 million) to Xinyi including RMB 20 million (US$ 3.03 million) for the renovation of Xinyi's mining facilities. This acquisition was made to further develop China Shen Zhou's fluorite resources for the production of value-added fluorine chemicals – one of its core businesses. The management of China Shen Zhou Mining hopes that the new entity could produce approximately 35,000 metric tons of fluorite powder to generate about $10 million in revenue and between $5 million to $6 million of net income in 2011. Then the fluorite powder production of Xinyi is expected to increase by about 70% to 60,000 metric tons next year.

On January 24, 2011, China Shen Zhou Mining & Resources, Inc. announced that it successfully completed a sale of common shares to several institutional investors for approximately $20 million of common stock, at a price of $7.05 per share, in a registered direct offering. Institutional investors have been issued 2,836,882 common shares together with warrants to purchase up to 851,066 shares of common stock which, if fully exercised for cash, would provide an additional $7.2 million in gross proceeds to the Company. The three-year warrants have an exercise price of $8.46 per share and are exercisable immediately following the closing date. The securities were offered and sold pursuant to the Company's effective shelf registration statement and a prospectus supplement filed with the Securities and Exchange Commission. The net proceeds are being used for general corporate purposes and working capital, including general and administrative expenses, and potential ordinary course acquisitions that complement our business. In addition, the Company will use approximately $5 million of the net proceeds from this offering for the acquisition and renovation of the mining facilities of the Xinyi Fluorite Company.

On March 31, 2011, China Shen Zhou Mining & Resources, Inc. announced that its subsidiary, Xinyi Fluorite Company Ltd. (“Xinyi”), held a grand ceremony at the Zi Yi Shan Hotel in Jingde County, Anhui Province, on March 28, 2011 to celebrate the initial commercial production at the Sanxi Old Town flotation plant. Xinyi expects to produce 35,000 metric tons of fluorite powder in 2011 with estimated income to reach approximately RMB 70 million, which is consistent with management's expectation at the time of acquisition.

On April 12, 2011, China Shen Zhou Mining & Resources, Inc. through its subsidiary Inner Mongolia Wulatehouqi Qianzhen Ore Processing Co., Ltd. (“Qianzhen Mining”), entered into an equity transfer agreement to sell its 60% equity interest in Wulatehouqi Qingshan Nonferrous Metal Development Co., Ltd. to a Chinese citizen Mr. Mao Huang. Qingshan Metal owns mining rights to and related assets of Qingxing No.2 Mine. The Investor is a related party to the Company and holds 5% of the shares in Xinjiang Buerjin County Xingzhen Mining Company, a subsidiary of the Company. The Company holds 90% of the equity interests in Xingzhen Mining. Total consideration is in the amount of RMB 8.5 million (approximately US$ 1.3 million). The payment of the Transfer Price will offset the debt owed by Qianzhen Mining to the Investor. After the transfer, Qianzhen Mining will no longer hold any equity interests in Qingshan Metal.

On April 27, 2011, China Shen Zhou Mining & Resources, Inc. announced that the Company's subsidiary, Xiangzhen Mining, will increase the prices of its fluorite powder products from the current RMB 2,500 per ton (approximate $380 per ton) to RMB 3,100 per ton (approximate $470 per ton) on May 1, 2011. Last year, due to the insufficient cash flow of its operations, Xiangzhen's signed sales orders at fixed sales prices and received cash more than 3 months in advance from customers. Therefore, the Company did not receive full benefit from the increase in the market price of fluorite ores.

About China Shen Zhou Mining & Resources, Inc.

China Shen Zhou Mining & Resources, Inc., through its subsidiaries, 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) fluorite extraction and processing in Jingde County, Anhui Province; ( c ) zinc/copper/lead exploration, mining and processing in Wulatehouqi of Inner Mongolia; and (d) zinc/copper exploration, mining and processing in Xinjiang.

Safe Harbor Statement

This press release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “will”, “believes”, “expects” or similar expressions. These forward-looking statements may also include statements about our proposed discussions related to our business or growth strategy, which is subject to change. Such information is based upon expectations of our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. We do not undertake to update the forward-looking statements contained in this press release. For a description of the risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 10-K, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov .

Contact Information

Kevin Theiss/Min Liu

Investor Relations

Grayling

Tel: +1-646-284-9409

kevin.theiss@grayling.com

min.liu@grayling.com

–Tables Follow –

CHINA SHEN ZHOU MINING & RESOURCES, INC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	March 31, 2011		December 31, 2010
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	7,726	$	1,546
Accounts receivable, net		73		162
Prepayment for office rent		31		82
Other deposits and prepayments, net		2,683		851
Due from related parties		1,140		-
Inventories		8,790		7,243
Restricted assets		215		115
Total current assets		20,658		9,999
Property, machinery and mining assets, net		47,613		34,193
Total assets	$	68,271	$	44,192
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,365	$	2,482
Short term loans		10,580		8,061
Acquisition Payable		9,467		-
Other payables and accruals		5,209		6,163
Due to related parties		911		-
Taxes payable		297		644
Total current liabilities		27,829		17,350
Long term loans		-		2,630
Due to related parties		1,694		2,439
Total liabilities		29,523		22,419
STOCKHOLDERS' EQUITY:
Common stock ($0.001 par value; 50,000,000 shares authorized;
30,811,397 shares and 27,974,514 shares issued and outstanding
as of March 31, 2011 and December 31, 2010 respectively)		31		28
Additional paid-in capital		47,989		29,508
Statutory reserves		1,672		1,672
Accumulated other comprehensive income		4,514		4,357
Accumulated deficit		(15,238)		(13,630)
Stockholders' equity - China Shen Zhou Mining & Resources, Inc. and Subsidiaries		38,968		21,935
Noncontrolling interest		(220)		(162)
Total stockholders' equity		38,748		21,773
Total liabilities and stockholders' equity	$	68,271	$	44,192

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
	March 31 2011		March 31 2010
	(Unaudited)		(Unaudited)
Net revenue	$	1,896	$	921
Cost of sales		1,232		848
Gross profit		664		73
Operating expenses:
Selling and distribution expenses		36		13
General and administrative expenses		2,107		1,078
Total operating expenses		2,143		1,091
Net loss from operations		(1,479)		(1,018)
Other income (expense):
Interest expense		(145)		(86)
Other, net		(42)		288
Total other (loss) income		(187)		202
Loss from before income taxes		(1,666)		(816)
Income tax expenses		-		-
Net loss		(1,666)		(816)
Less: Noncontrolling interests attributable to the noncontrolling interests		58		5
Net loss - attributable to China Shen Zhou Mining & Resources, Inc. and Subsidiaries		(1,608)		(811)
Other comprehensive income:
Foreign currency translation adjustments		157		(20)
Comprehensive  income (loss)	$	(1,451)	$	(831)
Net loss per common share – basic and diluted
- Basic and Diluted	$	(0.06)	$	(0.03)
Weighted average common shares outstanding
- Basic and Diluted		30,055		27,762

CHINA SHEN ZHOU MINING & RESOURCES, INC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands, except share data)
	For the Three Months Ended March 31,
	2011		2010
	(Unaudited)		(Unaudited)
Cash flows from operating activities:
Net loss	$	(1,608)	$	(811)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Provision for doubtful accounts		(90)		-
Depreciation and amortization		746		695
Noncontrolling interests		(58)		(5)
Forgiveness of payroll payables		-		(300)
Changes in operating assets and liabilities:
(Increase) decrease in -
Accounts receivable		145		30
Other deposits and prepayments		(1,788)		(226)
Prepayment for office rent		51		50
Inventories		(1,479)		(1,717)
Restricted assets		(100)		7
Increase (decrease) in -
Accounts payable		(1,140)		(142)
Other payables and accruals		(765)		3,574
Taxes payable		(353)		18
Net cash (used in) provided by operating activities		(6,439)		1,173
Cash flows from investing activities:
Purchases of property, machinery and mining assets		(367)		(208)
Acquisition of subsidiaries, net of cash and cash equivalents acquired		(3,250)		-
Net cash used in investing activities		(3,617)		(208)
Cash flows from financing activities:
Due to related parties		(1,908)		(14)
Proceeds from issuance of common shares		20,000		-
Issuance costs of common shares		(1,516)		-
Repayment at short-term bank loans		(6,611)		(731)
Proceeds from short-term bank loans		6,366		293
Net cash provided by (used in) financing activities		16,331		(452)
Foreign currency translation adjustment		(95)		23
Net increase in cash and cash equivalents		6,180		536
Cash and cash equivalents at the beginning of the period		1,546		333
Cash and cash equivalents at the end of the period	$	7,726	$	869
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	$	96	$	74
Cash paid for income tax	$	-	$	-