Universal Gold Mining (UGDM) 10-Q/A 2008 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q/A

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number:  333-140900

FEDERAL SPORTS & ENTERTAINMENT, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	20-4856983
(State of incorporation)	(IRS Employer Identification No.)

c/o Gottbetter & partners, LLP

488 Madison Avenue, New York, NY 10022

(Address of principal executive offices)

(212) 400-6900

(Issuer’s telephone number)

7080 Donlon Way, Suite 109

Dublin, CA 94568

 (Former Address)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x  No ¨

As of August 31, 2008, there were 10,010,000 shares of the issuer’s common stock outstanding.

Transitional Small Business Disclosure Format:  Yes ¨  No x

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

Federal Sports & Entertainment, Inc. fka Rite Time Mining, Inc.

(An exploration stage company)

Balance Sheets

	As of			As of
	9-Months ended			Year Ended 11/30/07
	8/31/2008			Audited
	"Restated"
ASSETS
Current Assets
Cash	$	2,622		$	21,499
Total Current Assets		2,622			21,499
Fixed Asstes
Total Fixed Assets
Total Assets	$	2,622		$	21,499
LIABILITIES
Accounts Payable - Gottbetter & Partners		19,564
Current Liabilities		-			5,000
Total Current Liabilities	$	19,564		$	5,000
Long term Liabilities		-			-
Total Liabilities		19,564			5,000
EQUITY
10,000,000 Preferred Shares authorized at $0.001 par value. Zero Preferred Shares Issued and outstanding 300,000,000 Common Shares authorised at $0.001 par value
10,010,000 and 5,500,000 common shares Issued and outstanding as of 8/31/08 and 11/30/07 respectively		10,010			5,500
Additional Paid in Capital		22,490			27,000
Accumulated Deficit during Exploration Stage		(49,442	)		(16,001	)
Total Stockholders Equity		(16,942	)		16,499
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY	$	2,622		$	21,499

The accompanying notes are an integral

part of these financial statements.

Federal Sports & Entertainment, Inc. fka Rite Time Mining, Inc.

(An exploration stage company)

Statements of Operations

													From May 3, 2006
													(Inception) Through
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			Current quarter ended
	8/31/2008			8/31/2007			8/31/2008			8/31/2007			8/31/2008
	"Restated"						"Restated"						"Restated"
Revenue	$	-		$			$			$			$	-
Expenses
Accounting & Legal Fees		7,195			1,100			11,245			4,000			16,345
Bank Service Charge					36			25			148			185
Incorporation								4,627						5,477
Licenses and Permits											100			200
Mineral Expenditures					750			2,500			4,250			6,750
Office Expense		2,500			365			14,789			1,369			17,034
Professional Fees											850			850
Transfer Agent fees								255			500			1,196
Total Expenses		9,695			2,251			33,441			11,217			48,037
Other Income (expenses)
Recognition of an Impairment Loss (Mineral Claims)														1,410
Income
Interest Income											1			5
Net Income (Loss)	$	(9,695	)	$	(2,251	)	$	(33,441	)	$	(11,216	)	$	(49,442	)
Basic & Diluted (Loss) per Share		-			-
Weighted Average Number of Shares		10,010,000			2,750,000			7,845,200			2,202,682

The accompanying notes are an integral

part of these financial statements.

Federal Sports & Entertainment, Inc. fka Rite Time Mining, Inc.

(An exploration stage company)

STATEMENTS OF STOCKHOLDERS' EQUITY

From Inception May 3, 2006 to Current quarter ended August 31, 2008

											Deficit
											Accumulated
											During
	Preferred Stock			Common Stock				Paid in			Development			Total
	Shares	Amount		Shares		Amount		Capital			Stage< ;/f ont>			Equity
Balance at Inception on May 3, 2006		$	-			$	-	$	-		$	-		$	-
Common Stock issued to founders at  $0.0025 per share, (par value $.001) on 8/4/06					3,000,000	$	3,000	$	4,500					$	7,500
Net loss for the period from inception on May 3, 2006 to Nov. 30, 2006											$	(2,646	)	$	(2,646	)
Balance, Nov. 30th 2006 (Audited)		$	-		3,000,000	$	3,000	$	4,500		$	(2,646	)	$	4,854
Common Stock (par $0.001) issued at $0.01 on 3/29/07					1,590,000	$	1,590	$	14,310					$	15,900
Common Stock (par $0.001) issued at $0.01 on 4/3/07					160,000	$	160	$	1,440					$	1,600
Common Stock (par $0.001) issued at $0.01 on 4/4/07					400,000	$	400	$	3,600					$	4,000
Common Stock (par $0.001) issued at $0.01 on 4/10/07					350,000	$	350	$	3,150					$	3,500
Net (Loss) for the period ending Nov.30, 2007											$	(13,355	)	$	(13,355	)
Balance, Nov. 30, 2007 (Audited)		$	-		5,500,000		5,500		27,000			(16,001	)	$	16,499
Common Shares issued for Cash
Net (Loss) for the period ending Feb. 29, 2008											$	(4,835	)	$	(4,835	)
Balance, Feb. 29, 2008		$	-		5,500,000		5,500		27,000			(20,836	)	$	11,664
Common Stock (par $0.001) issued on 4/10/08 to Director for services rendered					4,510,000	$	4,510	$	(4,510	)
Net (Loss) for the period ending May 31,2008											$	(18,911	)	$	(18,911	)
Balance, May 31, 2008		$	-		10,010,000		10,010		22,490			(39,747	)	$	(7,247	)
Net (Loss) for the period ending Aug. 31, 2008-"Restated"											$	(9,695	)	$	(9,695	)
Balance, August 31, 2008-"Restated"		$	-		10,010,000		10,010		22,490			(49,442	)	$	(16,942	)

The accompanying notes are an integral

part of these financial statements.

Federal Sports & Entertainment, Inc. fka Rite Time Mining, Inc.

(An exploration stage company)

Statements of Cash Flows

													From May 3, 2006
													(Inception) Through
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			Current quarter ended
	8/31/2008			8/31/2007			8/31/2008			8/31/2007			8/31/2008
	"Restated"						"Restated"						"Restated"
Operating Activities
Net Income (Loss)	$	(9,695	)	$	(2,251	)	$	(33,441	)		(11,216	)		(49,442	)
Increase (decrease) in accounts payable		4,537						19,564						19,564
To reconcile cash balance
Net Cash from Operating Activities		(5,158	)		(2,251	)		(13,877	)		(11,216	)		(29,878	)
Net CashAfter Operating Activities.		(5,158	)		(2,251	)		(13,877	)		(11,216	)		(29,878	)
Investing Activities
Shares Issued at Founders, @ $0.005 Per Share		-			-									7,500
5,000,000 Shares Issued @ .01 Per Share											25,000			25,000
Net Cash from Investing Activities		-			-			-			25,000			32,500
Net Cash after Operating and Investing Activities	$	(5,158	)	$	(2,251	)	$	(13,877	)		13,784			2,622
Financing Activities
Net Cash from Financing Activities					-			(5,000	)		5,000			-
Net Cash Before Income Taxes		(5,158	)		(2,251	)		(18,877	)		18,784			2,622
Provision for Income Tax		-			-			-			-
Net Cash After Taxes		(5,158	)		(2,251	)		(18,877	)		18,784			2,622
Cash at Beginning of Period		7,780			25,889			21,499			4,854			-
Cash at end of Period	$	2,622		$	23,638		$	2,622			23,638			2,622
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense	$	-		$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-		$	-

The accompanying notes are an integral

part of these financial statements.

FEDERAL SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO RESTATED FINANCIAL STATEMENTS

August 31, 2008

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2008, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2007 audited financial statements.  The results of operations for the periods ended August 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses.

The financial statement of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $ 49,442 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

FEDERAL SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO RESTATED FINANCIAL STATEMENTS

August 31, 2008

NOTE 3 – SUBSEQUENT EVENTS

On September 9, 2008, the Company entered into a 0 % Secured Convertible Promissory Note Agreement with John Thomas Bridge and Opportunity Fund, L.P. (hereafter, "John Thomas B.O.F.")  Under the terms of the Agreement, the Company borrowed the principal amount of $500,000, which is to be repaid in full on or before December 8, 2009, unless the Note is converted or redeemed before such date.  The Note terms grant John Thomas B.O.F. the ability to convert any or all of the outstanding note balance into equity units of the Company, at $1.00 per unit.  Each unit consists of one share of the Company’s common stock, and one-half purchase warrant.  The purchase warrants have an exercise price of $2.00 per share, and expire five years from the date of conversion.

NOTE 4 - EXPLANATORY NOTE-RESTATEMENT OF FINANCIAL INFORMATION 

This Amendment No. 1 on Form 10-Q (“Amendment No. 1”) is being filed, in part, to effect a restatement of the previously issued financial statements of the Company, as of and for the quarter ended August 31, 2008.  The Company restated its financial statements to correct an error that resulted from an incorrect unbilled report that caused accounts payable and expenses for the period to be overstated.  This Amendment No, 1 is being filed to account for and correct items relating to this amendment. 

Item 2.  Management’s Discussion and Analysis or Plan of Operation

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We were incorporated in the State of Nevada on May 3, 2006.  We intended to engage in the acquisition, exploration and development of mineral deposits and reserves, but we have been unsuccessful in this area.  Our consulting geologist, James McLeod, completed the field work required for Phase 1 of our exploration program on the Jeannie 1-4 Mineral Claims in August 2007 and that is the only operations we have engaged in.  We have determined that we cannot continue with our business operations as outlined in our original business plan because of a lack of financial results and resources; therefore, although we may return to our intended business operations at a later date, we have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction.  We intend to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company.  However, we cannot assure you that there will be any other business opportunities available, or the nature of any such business opportunity or of the financial resources required of any such opportunity.

On April 14, 2008, we changed our name to Federal Sports & Entertainment, Inc. and increased our authorized capital stock to an aggregate of 310,000,000shares consisting of300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock with preferences and rights to be determined by our Board of Directors.  Additionally, our Board of Directors approved a forward stock split in the form of a dividend with a record date of April 25, 2008 and effective on May 6, 2008, as a result of which each share of our Common Stock then issued and outstanding converted into two shares of our Common Stock.

We have minimal operating costs and expenses at the present time due to our limited business activities.  We may, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses, and we may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of our equity securities or loans from our sole officer.  There is no assurance that additional financing will be available, if required, or on terms favorable to us.

We are not currently engaging in any product research and development and have no plans to do so in the foreseeable future.  We have no present plans to purchase or sell any plant or significant equipment.  We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions.

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, capital expenditures or capital resources that is material to investors.

Subsequent Events

On September 30, 2008, our sole member of our Board of Directors, Ms. Linda Farrell (i) by written consent in lieu of a meeting, appointed David Rector as a director to hold office until our next annual meeting of shareholders and to serve until his successor is duly elected and qualified, or until his earlier resignation or removal, and (ii) resigned effective as of September 30, 2008 from her position as sole member of our Board of Directors. Ms. Farrell’s resignation did not result from any disagreement between her and us.  See our Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2008 for Mr. Rector’s five year employment history.

As further described on our Form 8-K filed with the SEC on September 15, 2008, on September 9, 2008, we closed on the offer and sale of $500,000 principal amount of our 0% Secured Convertible Promissory Notes (the “Investor Notes”) to one accredited investor (the “Investor”).  The Investor Notes were offered in a private placement (the “Notes Offering”) to a limited number of accredited investors and non-U.S. persons pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of, and Rule 506 of Regulation D and Regulation S under, the Securities Act.

We used the $500,000 gross proceeds from the Investor Notes to provide bridge financing (“Bridge Financing”) to Diamond Sports & Entertainment, Inc. (“Diamond Sports”) to assist Diamond Sports in meeting its working capital requirements.  The Bridge Financing is evidenced by an Unsecured Bridge Loan Promissory Note from Diamond Sports to the Registrant (the “Bridge Note”).

We entered into a term sheet dated December 12, 2007, as amended, with Diamond Sports pursuant to which it is contemplated that a to be formed, wholly-owned subsidiary of ours will merge with and into Diamond Sports (the “Merger”), as a result of which we will acquire all of the issued and outstanding capital stock of Diamond Sports and Diamond Sports will become a wholly-owned subsidiary of ours.  Diamond Sports is a private family entertainment company engaged in the business of professional minor league baseball.  At this stage, no definitive terms have been agreed to with respect to the proposed Merger.  Neither party is currently bound to proceed with the Merger and there can be no assurance that the Merger will take place.

The Investor Notes bear no interest and are for a term of 15 months (“Maturity”).  We must redeem the Investor Notes and repay them in full upon the earlier of (i) any financing, merger or acquisition (including the Merger), or any other business combination resulting in cash proceeds to us or Diamond Sports in excess of the aggregate amount of the Investor Notes or (ii) Maturity.  The Investor Notes are convertible at the option of the Investor upon closing of the Merger into units (the “Units”), at a conversion price of $1.00 per Unit.  Each Unit consists of one share of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), and one half of one Common Stock purchase warrant, exercisable per whole warrant at a price of $2.00 per share. The shares of Common Stock that would be issued as a result of conversion of the Notes (and upon exercise of the related warrants) carry certain registration rights.

Upon closing of the Merger, we will issue to the Investor for each dollar of principal amount of the Investor Notes: warrants to purchase one (1) share of Common Stock exercisable for a period of five (5) years with an initial exercise price equal to $2.00 per share (the “Warrants”); and one (1) share of Common Stock (the “Shares”).  In the event of redemption of the Investor Notes prior to the Merger, the Investor(s) shall retain the right to receive the Warrants and the Shares.  The Warrants and the Shares will carry “piggyback” registration rights and full ratchet anti-dilution protection.  The Warrants will provide for cashless exercise in the event the shares of Common Stock underlying the Warrants are not registered.

The Investor Notes are secured by all of the assets of Diamond Sports and its affiliate, Diamond Concessions, LLC. This security interest is subordinated to that of a certain bank providing an existing credit facility to Diamond Sports.  Three of the principal officer/director stockholders of Diamond Sports have pledged all of their shares of capital stock of Diamond Sports to the Investor as security for the Registrant’s obligations under the Investor Notes.

The Bridge Note is unsecured, is for a term of 15 months from the initial closing of the Bridge Financing, and bears no interest.  All obligations under the Bridge Note will be deemed repaid in full and canceled upon the closing of the Merger.

If we default under the Investor Notes, the full principal amount of the Investor Notes will, at the Investor’s option, become immediately due and payable in cash.  In addition, upon an event of default, the Investor Notes will begin to bear interest at a rate of 15% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

A default by Diamond Sports under the Bridge Note, including but not limited to the failure to repay the Bridge Note and close the Merger prior to the maturity date of the Bridge Note, will cause the full principal amount of the Bridge Note, at the Investor’s option, to become immediately due and payable in cash.  In addition, upon an event of default, the Bridge Note will begin to bear interest at a rate of 15% per annum, or such lower maximum amount of interest permitted to be charged under applicable law, which interest rate will continue until all defaults are cured.

We engaged Gottbetter Capital Markets, LLC (“Markets”) as our exclusive placement agent for the Notes Offering.  For its services, Markets received a commission of 10% of funds raised in the Notes Offering.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, with respect to the fiscal quarter ended August 31, 2008, our disclosure controls and procedures were not effective enough to detect the error in the third party report (discussed in Note 4 to the restated financial statements) that resulted in a restatement of our financial statements for the quarter ended August 31, 2008.

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 6.  Exhibits

Exhibit No.	Description
31.1/31.2	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  February 19, 2009	FEDERAL SPORTS & ENTERTAINMENT, INC.
	By:	/s/ David Rector
		Name:	David Rector
		Title:	Chief Executive Officer and Principal Financial Officer