Universal Gold Mining (UGDM) 10-Q 2009 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 28, 2009

¨ 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)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check markwhether 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 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. (Check One):

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  x
		(Do not check if a smaller Reporting company)

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 April 13, 2009, there were 10,010,000 shares of the issuer’s common stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

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

(A Development Stage Company)

Condensed Balance Sheets

	As of			As of
	3 months			Year Ended 11/30/08
	Ended 2/28/09			Audited
ASSETS
Current Assets
Cash	$	-		$	-
Total Current Assets		-			-
Long-Term Assets
Note Receivable	$	500,000		$	500,000
Total Long-Term Assets		500,000			500,000
Fixed Assets
Total Fixed Assets
Total Assets	$	500,000		$	500,000
LIABILITIES
Current Liabilities
Accounts Payable		62,116			28,999
Loan From Director
Convertible Note Payable		500,000			500,000
Total Current Liabilities	$	562,116		$	528,999
Long term Liabilities		-			-
Total Liabilities		562,116			528,999
EQUITY
10,000,000 Preferred Shares authorized at $0.001 par value. Zero Preferred Shares Issued and outstanding 300,000,000 Common Shares authorized at $0.001 par value
10,010,000 and 5,500,000 common shares Issued and outstanding as of 2/28/09 and 11/30/08 respectively		10,010			10,010
Additional Paid in Capital		22,490			22,490
Accumulated Deficit during Development Stage		(94,616	)		(61,499	)
Total Stockholders Equity		(62,116	)		(28,999	)
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY	$	500,000		$	500,000

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

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

(A Development Stage Company)

Condensed Statements of Operations

							From May 3, 2006
	3 months			3 months			(Inception) Through
	Ended			Ended			Current year ended
	2/28/2009			2/29/2008			2/28/2009
Revenue	$	-		$			$	-
Expenses
Accounting & Legal Fees		22,117			2,000			40,537
Bank Service Charge								185
Incorporation								5,477
Licenses and Permits								200
Mineral Expenditures					2,500			6,750
Office Expense		11,000			180			38,016
Professional Fees								850
Transfer Agent fees					155			1,196
Total Expenses		33,117			4,835			93,211
Other Income (expenses)
Recognition of an Impairment Loss
(Mineral Claims)								1,410
Provision for Income Tax		-			-			-
Income
Interest Income								5
Net Income (Loss)	$	(33,117	)	$	(4,835	)	$	(94,616	)
Basic & Diluted (Loss) per Share		(0.003	)		(0.002	)
Weighted Average Number of Shares		10,010,000			2,750,000

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

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

(A Development Stage Company)

Condensed Statements of Stockholders’ Equity

From Inception May 3, 2006 to Current quarter ended February 28, 2009

											Deficit
											Accumulated
								Additional			During
	Preferred Stock			Common Stock				Paid in			Development			Total
	Shares	Amount		Shares		Amount		Capital			Stage			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		$	-		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 year ending Nov.30, 2007											$	(13,355	)	$	(13,355	)
Balance, Nov. 30, 2007		$	-		5,500,000		5,500		27,000			(16,001	)	$	16,499
Common Stock (par $0.001) issued on 4/1/08 to Director for services rendered					4,510,000	$	4,510	$	(4,510	)
Net (Loss) for the year ending November 30,2008											$	(45,498	)	$	(45,498	)
Balance, November 30, 2008		$	-		10,010,000	$	10,010	$	22,490		$	(61,499	)	$	(28,999	)
Net (Loss) for the period ending February 28, 2009											$	(33,117	)	$	(33,117	)
Balance, February 28, 2009		$	-		10,010,000	$	10,010	$	22,490		$	(94,616	)	$	(62,116	)

The accompanying notes are an integral

part of these financial statements.

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

(A Development Stage Company)

Condensed Statements of Cash Flows

							(Inception) Through
	3 months Ended			3 months Ended			Current year ended
	2/28/2009			2/29/2008			2/28/2009
Operating Activities
Net Income (Loss)	$	(33,117	)	$	(4,835	)	$	(94,616	)
Increase (decrease) in accounts payable		33,117						62,116
To reconcile cash balance
Net Cash from Operating Activities		-			(4,835	)		(32,500	)
Net Cash After Operating Activities.		-			(4,835	)		(32,500	)
Investing Activities
Net Cash from Investing Activities		-			-			-
Net Cash after Operating and Investing Activities	$	-		$	(4,835	)	$	(32,500	)
Financing Activities
Shares Issued at Founders, @ $0.005 Per Share								7,500
5,000,000 Shares Issued @ .01 Per Share								25,000
Loan From Director		-
Note Receivable		-						(500,000	)
Note Payable		-						500,000
Net Cash from Financing Activities		-			-			32,500
Net Cash Before Income Taxes		-			(4,835	)		-
Provision for Income Tax		-			-
Net Cash After Taxes		-			(4,835	)		-
Cash at Beginning of Period		-			21,499			-
Cash at end of Period	$	-		$	16,664		$	-
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, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2009

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 February 28, 2009 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, 2008 audited financial statements.  The results of operations for the periods ended February 28, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2009

NOTE 2 – GOING CONCERN (continued)

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Overview

We were incorporated under the name Rite Time Mining, Inc. 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.  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 nor the nature of the business opportunity, nor indication of the financial resources required of any possible business 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.

On September 9, 2008, we closed an offering of $500,000 principal amount of our 0% Secured Convertible Promissory Notes (the “Investor Notes”)1.  We used the $500,000 gross proceeds from the Investor Notes to provide bridge financing to Diamond Sports & Entertainment, Inc. (“Diamond Sports”) to assist Diamond Sports in meeting its working capital requirements.  We and Diamond Sports entered into a term sheet dated December 12, 2007, as amended, pursuant to which it is contemplated that a newly-formed, wholly-owned subsidiary of the Company 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 we nor Diamond Sports is currently bound to proceed with the Merger and there can be no assurance that the Merger will take place.

1 ..  As more fully discussed in our Form 8-K filed with the Securities and Exchange Commission on September 15, 2008 (File No. 140900).

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.

Results of Operations

Revenues

We have had no revenues since our inception.

Expenses

Due to increased accounting and legal fees and office expenses, our total expenses during the three months ended February 28, 2009 increased to $33,117 from $4,835 during the three months ended February 28, 2008.

Net Loss

We incurred a net loss for the three months ended February 28, 2009 and 2008 of $33,117 and $4,835, respectively.  The increase in net loss was directly attributable to the increase in our operating expenses.

Liquidity and Capital Resources

At February 28, 2009, the end of our first quarter, we had working capital of $0.00 compared to working capital of $0.00 at November 30, 2008, the end of our last fiscal year.  Current liabilities increased to $562,116 at February 28, 2009 from $528,999 at November 30, 2008.  Current assets remained at $0.00.

Although we have minimal operating costs and expenses at the present time due to our limited business activities, we believe that we will have to raise cash to meet our operating expenses for the next three months.  After such time, we will need to raise additional financing for us to continue our limited operations.  This financing may take the form of additional sales of our equity or debt securities or loans from our sole officer or others.  We have not made any decisions with respect to such financing.  There can be no assurance that we will be successful in obtaining additional funding in amounts or on terms acceptable to us, if at all.  If we are unable to raise funding as necessary, we may not be able to accomplish the goals and objectives of our business plan.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Item 4T.  Controls and Procedures

Evaluation of Disclosure Controls 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 and as a result, in part, of not having an audit committee and having one individual serve as our sole officer and director, our management, including our principal executive and accounting officer, has concluded that, as of February 28, 2009, our disclosure controls and procedures are not operating effectively.

Changes in internal controls over financial reporting

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.

Officers’ Certifications

Appearing as exhibits to this quarterly report are “Certifications” of our Chief Executive and Financial Officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Quarterly Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended February 28, 2009 that have materially affected or are reasonably likely to materially affect our internal control 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:  April 14, 2009	FEDERAL SPORTS & ENTERTAINMENT, INC.
	By:	/s/ David Rector
		Name:	David Rector
		Title:	Chief Executive Officer and Principal Financial Officer