Fifth Season International, Inc. (fka DYER)

[$niper]

10Q out http://www.sec.gov/Archives/edgar/data/1417907/000120445910002767/f10q.htm

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 with four (4) months, 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 27, 2010 for more information.

9


--------------------------------------------------------------------------------

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.