Universal Gold Mining (UGDM) 10-Q 2009 Q2 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 May 31, 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 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. (Check One):

Large accelerated filer         ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company þ
		(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 July 15, 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 Year
	6 months			Ended 11/30/08
	Ended 5/31/09			Audited
ASSETS
Current Assets
Cash	$	-		$
Total Current Assets		-			-
Long Term Assets
Advance for Merger	$	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		73,515			28,999
Loan From Director
Convertible Note Payable		500,000			500,000
Total Current Liabilities	$	573,515		$	528,999
Long term Liabilities		-			-
Total Liabilities		573,515			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 and10,010,000common shares Issued and outstanding as of 5/31/09 and 11/30/08 respectively		10,010			10,010
Additional Paid in Capital		22,490			22,490
Accumulated Deficit during Development Stage		(106,015	)		(61,499	)
Total Stockholders Equity		(73,515	)		(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  (Inception)
	3 months			3 months			6 months			6 months			Through Current
	Ended			Ended			Ended			Ended			period ended
	5/31/2009			5/31/2008			5/31/2009			5/31/2008			5/31/2009
Revenue	$	-		$	-		$	-		$			$	-
Expenses
Accounting & Legal Fees		6,253			2,050			28,370			4,050			46,790
Bank Service Charge					25									185
Incorporation					4,627						1,174			5,477
Licenses and Permits														200
Mineral Expenditures											2,500			6,750
Office Expense		5,146			12,109			16,146			740			43,162
Professional Fees														850
Transfer Agent fees					100						255			1,196
Total Expenses		11,399			18,911			44,516			8,719			104,610
Other Income (expenses)
Recognition of an Impairment Loss
(Mineral Claims)														1,410
Provision for Income Tax		-									-			-
Income
Interest Income														5
Net Income (Loss)	$	(11,399	)	$	(18,911	)	$	(44,516	)	$	(8,719	)	$	(106,015	)
Basic & Diluted (Loss) per Share		-									-
Weighted Average Number of Shares		10,010,000			10,010,000			10,010,000			5,500,000

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 Stockholders’ Equity (Defecit)

From Inception May 3, 2006 to Current quarter ended May 31, 2009

											Deficit
											Accumulated
											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 (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 year 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 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	)
Net (Loss) for the period ending May 31, 2009											$	(11,399	)	$	(11,399	)
Balance, May 31, 2009		$	-		10,010,000	$	10,010	$	22,490		$	(106,015	)	$	(73,515	)

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

							From May 3, 2006 (Inception)
	6 months			6 months			Through Current
	Ended			Ended			year ended
	5/31/2009			5/31/2008			5/31/2009
Operating Activities
Net Income (Loss)	$	(44,516	)	$	(8,719	)	$	(106,015	)
Increase (decrease) in accounts payable		44,516						73,515
To reconcile cash balance
Net Cash from Operating Activities		-			(8,719	)		(32,500	)
Net Cash After Operating Activities.		-			(8,719	)		(32,500	)
Investing Activities
Net Cash from Investing Activities		-			-			-
Net Cash after Operating and Investing Activities	$	-		$	(8,719	)	$	(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					(5,000	)
Note Receivable								(500,000	)
Note Payable								500,000
Net Cash from Financing Activities		-			(5,000	)		32,500
Net Cash Before Income Taxes		-			(13,719	)		-
Provision for Income Tax
Net Cash After Taxes		-			(13,719	)		-
Cash at Beginning of Period					21,499			-
Cash at end of Period	$	-		$	7,780		$	-
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

May 31, 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 May 31, 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 May 31, 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 incurred cumulative net losses of $106,015 since its inception. 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 DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

May 31, 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.

NOTE 3 – ADVANCE FOR MERGER

On September 9, 2008, the Company entered into a Securities Purchase Agreement (“SPA”) with Diamond Sports & Entertainment, Inc. (“Diamond Sports”).  Under the terms of the SPA, the Company provided bridge financing to Diamond Sports (“Bridge Financing”) in connection with a contemplated merger between the Company and Diamond Sports (the “Merger”), 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 Company (the “Bridge Note”).  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. The Bridge Note will be considered a precursor to the merger and will be identified on the balance sheet as a long term asset entitled “Advance for Merger.”

NOTE 4 – NOTE PAYABLE

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, interest free, 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.

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

(AN DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

May 31, 2009

NOTE 5-RECENT ACCOUNTING PRONOUNCEMENTS

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”).  FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003), “Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements.  The changes would be effective March 1, 2010, on a prospective basis.

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

(AN DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

May 31, 2009

NOTE 5-RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

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

(AN DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

May 31, 2009

NOTE 5-RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

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

(AN DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

May 31, 2009

NOTE 5-RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

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

Our total expenses during the three months ended May 31, 2009 decreased to $11,399 from $18,911 during the three months ended May 31, 2008.  Our total expenses during the six months ended May 31, 2009 increased to $44,516 from $8,719 during the six months ended May 31, 2008 due to increased accounting and legal fees and office expenses in the three months ended February 28, 2009 although these fees and expenses decreased in the three months ended May 31, 2009.

Net Loss

We incurred a net loss for the three months ended May 31, 2009 and 2008 of $11,399 and $18,911, respectively and for the six months ended May 31, 2009 and 2008 of $44,516 and $8,719, respectively.  The increase in net loss for the six months ended May 31, 2009 was directly attributable to the increase in our operating expenses during the six months ended May 31, 2009, although these expenses decreased in the three months ended May 31, 2009.

Liquidity and Capital Resources

Our cash and cash equivalents balance as of May 31, 2009 and November 30, 2008 was $Nil.

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 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 May 31, 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 May 31, 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:  July 20, 2009	FEDERAL SPORTS & ENTERTAINMENT, INC.
	By:	/s/ David Rector
		Name: David Rector
		Title:   Chief Executive Officer and Principal
		Financial Officer