Commission File Number: 000-53364

FIFTH SEASON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

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

(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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ X ]          No [   ]

The number of shares outstanding of each of the issuer’s classes of common stock, as of February 17, 2011 is as follows:

i

1

Fifth Season International, Inc.
(formerly known as Dynasty Energy Resources, Inc.)

Condensed Balance Sheets (unaudited)
December 31, 2010 and June 30, 2010

The accompanying notes are an integral part of these condensed financial statements.

2

Fifth Season International, Inc.
(formerly known as Dynasty Energy Resources, Inc.)

Condensed Statements of Operations (unaudited)
For the three and six months ended
December 31, 2010 and 2009

The accompanying notes are an integral part of these condensed financial statements.

3

Fifth Season International, Inc.
(formerly known as Dynasty Energy Resources, Inc.)

Condensed Statements of Cash Flows (unaudited)
For the six months ended

The accompanying notes are an integral part of these condensed financial statements.

4

Fifth Season International, Inc.
(formerly known as Dynasty Energy Resources, Inc.)

5

As of December 31, 2010, the deferred tax asset related to the Company's net operating loss carryforward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

6

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

As of December 31, 2010, the Company has no issued and outstanding warrants or options.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

7

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Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning any projections of earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A, “Risk Factors” of our Annual Report filed on Form 10-K for the fiscal year ended June 30, 2010, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to (i) “the Company,” “we,” “us,” or “our” are to Fifth Season International, Inc., a Delaware corporation; (ii) “Exchange Act” are to the Securities Exchange Act of 1934, as amended; (iii) “SEC” are to the Securities and Exchange Commission; (iv) “Securities Act” are to the Securities Act of 1933, as amended; and (v) “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

Overview of our Business

The Company is considered a shell company with no assets and/or capital and no material operations or income. We have no specific business plan or purpose over the next twelve months other than to acquire an operating business or valuable assets of a company or companies, or to locate and negotiate with a business entity for a combination with our Company.

On October 12, 2010, we entered into a share exchange agreement with Fifth Season (Hong Kong) International Group Limited, or Fifth Season, a Hong Kong company, and the shareholders of Fifth Season, pursuant to which we agreed to acquire all of the issued and outstanding capital stock of Fifth Season from such shareholders in exchange for 391,543,500 newly issued shares of our common stock, which will constitute approximately 98% of our issued and outstanding capital stock on a fully diluted basis as of and immediately after consummation of such transaction. Closing of this transaction, which is expected to occur during the second quarter of 2011, is subject to the satisfaction or waiver of customary closing conditions, including the completion of due diligence, delivery of audited financial statements of Fifth Season and delivery of a legal opinion from Fifth Season’s legal counsel in the People’s Republic of China. In connection with execution of the share exchange agreement, there were changes to our management. See our current report on Form 8-K filed with the SEC on October 18, 2010 for more information.

On October 22, 2010, we filed a Certificate of Amendment with the Delaware Secretary of State to (i) change the Company’s name from Dynasty Energy Resources, Inc. to Fifth Season International, Inc. and (ii) effect a 1-for-20 reverse stock split of our outstanding common stock. The name change and reverse stock split became effective on such date. As a result of the reverse stock split, our outstanding common stock was reduced from 169,126,938 to 8,456,347 shares. For more information, see our current report on Form 8-K filed with the SEC on October 27, 2010.

Our ongoing expenses, including the costs associated with the preparation and filing of this report, have been paid for by advances from a shareholder, which are included on our financial statements as due to related party. It is anticipated that we will require only nominal capital to maintain our corporate viability. Additional necessary funds will most likely be provided by our management members or shareholders, although there is no agreement related to future funds and there is no assurance such funds will be available. However, unless we are able to facilitate an acquisition of or merger with an operating business or are able to obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

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Results of Operations

We anticipate that we will not have any operations unless and until we complete a business combination as described above.

For the three months ended December 31, 2010, we had no revenues and a net loss of $36,340, as compared to a net loss of $6,000 for the same period in 2009. For the six months ended December 31, 2010, we had no revenues and had net loss of $36,265, as compared to net loss of $16,000 for the same period in 2009.

For the three and six months ended December 31, 2010, we had general and administrative expenses in the amounts of $36,340 and $36,540, respectively, as compared to $6,000 and $16,000, respectively, for the three and six months ended December 31, 2009. Such general and administrative expenses related primarily to accounting, legal and miscellaneous general and administrative fees that are applicable to all public companies. However, we also incurred expenses related to the share exchange agreement with Fifth Season noted above.

Liquidity and Capital Resources

We had no cash on hand at December 31, 2010 and have no cash to meet ongoing expenses or debts that may accumulate. As of December 31, 2010, we had an accumulated deficit of $99,442. We have debts (current liabilities) totaling $36,390.

We have no commitment for any capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our reporting duties as a public company, and we will incur expenses in connection with our pending acquisition. Other than with respect to the foregoing, our cash requirements for the next twelve months are relatively modest, principally legal, accounting expenses and other expenses relating to making the filings required under the Exchange Act, which, if our business model remains the same in 2011 as it did in 2010, should not exceed $50,000 in the fiscal year ending June 30, 2011. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a business combination with one or more potential acquisitions could also amount to thousands of dollars.

We will only be able to pay our future debts and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however, and it is not certain they will always want or be financially able to do so. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates. There currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds. Our current management has agreed to continue their services to us and to accrue sums owed them for services and expenses and expect payment reimbursement only.

Should existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either loan money to us or buy our securities. There is no assurance whatever that we will be able to raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to us, including among others:

• failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;

• curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or

• inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition- related expenses.

10

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

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) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to 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 Chief Financial Officer, Ms. Zhumin Zhang, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010. Based upon this evaluation, Mr. Lu and Ms. Zhang determined that, as of December 31, 2010, 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 due to a material weakness, as defined in Public Company Accounting Oversight Board Standard No. 5, in our internal control over financial reporting.

This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. However, the size of the Company prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management has taken all actions to ensure that the filing includes all required content and the financial statements presented are in conformity with US generally accepted accounting principles for interim financial reporting pursuant to the rules of the SEC.

Changes in Internal Controls over Financial Reporting

During the quarter ended December 31, 2010, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II
OTHER INFORMATION

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. 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.

Not applicable.

11

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.

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

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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: February 22, 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 and Accounting Officer)