ORGANIZATION AND PRINCIPAL ACTIVITIES

9 Months Ended

Sep. 30, 2012

ORGANIZATION AND PRINCIPAL ACTIVITIES [Text Block]

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 of 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 and Fifth Season HK and its subsidiaries are collectively referred to as the “Group.”
	The Group established Fifth Season Shandong Finance Lease Co., Ltd. in Shandong Province on May 14, 2012. Details of the Group’s other subsidiaries are disclosed in the Company’s Annual Report on Form 10-K filed on April 16, 2012.
	As of September 30, 2012, the Fifth Season Jiashan Investment Management Co., Ltd had not started its hotel management operations and Fifth Season Shandong Finance Lease Co., Ltd. had not started its operations. The Fifth Season Suqian Investment Management Co., Ltd. has cancelled its business registration which has no significant financial impact on the Group’s consolidated financial statements in the 2012 third quarter.