ORGANIZATION AND PRINCIPAL ACTIVITIES

9 Months Ended

Sep. 30, 2011

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 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
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.