UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ~~20549~~ 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the ~~theSecurities~~Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): ~~May~~December 423, ~~2011~~ 2011 (~~April~~December 2821, 2011)

FIFTH SEASON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-53141	26-0855681
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

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

(86) 755 83 67 9378 (Registrant's telephone number, including area code)

N/A

(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 (17 CFR 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 45.0102. ~~Change~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Engagement~~On December 21, 2011, Mr. Zhuming Zhang submitted a letter notifying Fifth Season International, Inc. (the “Company”) of ~~Independent~~his ~~Registered~~resignation from ~~Public~~his ~~Accounting~~position as the Company’s Chief Financial Officer, effective December ~~Firm~~21, 2011. Mr. Zhang’s resignation was for personal reasons and not due to any disagreement with the Company.

On ~~March~~December 121, 2011, ~~Fifth Season International, Inc. (~~the ~~“Company”),~~ ~~reported~~Board ~~the resignation~~ of ~~Friedman~~Directors ~~LLP~~appointed asMr. ~~the Company’s~~Glen ~~independent~~R. ~~auditor~~Shear, ~~effective~~to ~~immediately,~~serve inas ~~anticipation of~~ the Company’s ~~planned~~ ~~acquisition~~Chief ofFinancial ~~The Fifth Season (Hong Kong) International Group Limited~~Officer, aeffective ~~Hong Kong company (“Fifth Season HK”), the Company's wholly-owned subsidiary~~immediately.

OnGlen ~~April 28, 2011, the Board of Directors of the Company appointed Marcum Bernstein & Pinchuk LLP (“MarcumBP”) as the Company’s independent auditor~~R. Shear
: Mr. Shear, age 51, has served as the Company’s Chief Financial Officer since December 21, 2011. Prior to joining us, Mr. Shear served, from February 2002 to June 2007, as the Chief Financial Officer of Israel Technology Acquisition Corp, a US public company. Mr. Shear also served, from January 1999 to December 2011, as the co-owner of Glenco Corp., a financial and strategic advisory firm based in Toronto, Canada. In this capacity Mr. Shear provided financial and strategic planning advice with respect to real estate and retail development projects, as well as in connection with M&A transactions. Mr. Shear holds a Master’s Degree in Business Administration from the University of Chicago, and a Bachelor’s Degree, Summa Cum Laude and Phi Beta Kappa, from Brandeis University.

~~Bernstein~~Mr. &Shear ~~Pinchuk~~entered ~~LLP~~into ~~(“B&P”)~~an ~~audited~~employment ~~the~~agreement ~~consolidated~~(the ~~balance~~"Employment ~~sheets~~Agreement") ofwith ~~Fifth~~the ~~Season~~Company HKon ~~and its subsidiaries as of~~ December 3121, ~~2010 and~~2011. ~~2009~~Pursuant ~~and~~to the Employment ~~related~~Agreement, ~~consolidated~~Mr. ~~statements~~Shear ofis ~~operations~~entitled ~~and~~to ~~comprehensive income~~receive ~~(loss)~~20,000 ~~changes~~restricted inshares of ~~stockholders~~the Company’s ~~equity,~~common ~~and~~stock ~~cash~~as ~~flows~~well ~~for~~as ~~each~~participate ofin ~~the years~~any infuture ~~the~~Company executive ~~three-year~~benefit ~~period~~plans, ~~ended~~as ~~December~~determined ~~31,~~by ~~2010.~~the ~~B&P~~Company’s ~~entered~~board ~~into~~of adirectors. ~~joint~~Mr. ~~venture~~Shear ~~agreement~~is ~~with~~also ~~Marcum~~subject ~~LLP~~to usual and ~~formed~~customary ~~MarcumBP~~confidentiality inand ~~a transaction pursuant~~non-competition tocovenants ~~which,~~and ~~B&P~~the ~~merged~~Employment ~~its~~Agreement ~~China~~may ~~operations~~be ~~into~~terminated ~~MarcumBP,~~by ~~and~~either ~~certain of~~ the Company ~~professional~~or ~~staff~~Mr. ofShear ~~B&P~~upon ~~joined~~ten ~~MarcumBP~~days’ aswritten ~~employees of MarcumBP~~notice.

~~During~~The ~~the~~foregoing ~~years~~description ~~ended~~of ~~December~~the ~~31,~~terms ~~2010~~of ~~and~~the ~~2009 and through~~Employment ~~April~~Agreement ~~28,~~is ~~2011,~~qualified ~~neither~~in ~~the Company nor anyone acting on~~ its ~~behalf~~entirety ~~consulted MarcumBP~~by ~~with~~reference ~~respect~~ to ~~(i)~~ the ~~application~~provisions of ~~accounting principles to a specified transaction, either completed or proposed, or~~ the ~~type of audit~~ ~~opinion~~Employment ~~that~~Agreement ~~might~~filed beas ~~rendered~~Exhibit on10.1 ~~the~~to ~~Company’s~~this ~~financial statements~~report, ~~and neither~~which ~~a written report was provided to the Company or oral advice was provided~~are ~~that~~incorporated ~~MarcumBP concluded was an important factor considered~~ by ~~the~~reference Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-Kherein.

~~SIGNATURES~~Mr. Shear is not related to any of the Company’s executive officers or directors, nor has she been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ Exhibits

Dated: May 4, 2011	FIFTH SEASON INTERNATIONAL, INC.
	By: /s/ Shaoping Lu
	Shaoping Lu
	Chief Executive Officer

(d) Exhibits

Exhibit Number		Exhibit Description
10.1		Employment Agreement, dated December 21, 2011, by and between the Company and Glen Shear.

SIGNATURES

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

Dated: December 23, 2011	FIFTH SEASON INTERNATIONAL, INC.


	By: /s/ Shaoping Lu
	Shaoping Lu
	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Exhibit Description
10.1		Employment Agreement, dated December 21, 2011, by and between the Company and Glen Shear.

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