U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




(Mark
One)


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


For
Fiscal Year Ended: November 30, 2008


OR


 ̈
              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 registrant as specified in its charter)Nevada
                                              
                                              20-4856983(State or other jurisdiction of
                                                incorporation or organization)
                                              
                                              (IRS Employer Identification No.)c/o Gottbetter & Partners, LLP, 488
                                                Madison Avenue, New York, NY
                                              
                                              10022(Address of principal executive offices)
                                              
                                              (Postal Code)




Issuer's telephone
number:  (212)
400-6900




Securities
registered under Section 12(b) of the Act:  None




Securities
registered under Section 12(g) of the Act:  None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes ̈Nox




Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.  YesxNo ̈




Indicate by check mark whether the
registrant (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.  YesxNo ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company.  See the
definitions of the “large accelerated filer,” “accelerate 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
February 23, 2009, there were 10,010,000 shares of the registrant's common
stock, par value $0.001, issued and outstanding.  Of these, 2,500,000
shares are held by non-affiliates of the registrant.  The market value
of securities held by non-affiliates is $375,000, based on the closing price of
$0.15 for the registrant’s common stock on February 23, 2009.




DOCUMENTS
INCORPORATED BY REFERENCE


Not
Applicable.









TABLE
OF CONTENTS




Item
      Number and Caption
                                                                              
                                                                              PageForward-Looking
      Statements
                                                                              
                                                                              3PART
      I
                                                                              
                                                                              
                                                                              41.
                                                                              Business
                                                                              
                                                                              42.
                                                                              Properties
                                                                              
                                                                              63.
                                                                              Legal
      Proceedings
                                                                              
                                                                              64.
                                                                              Submission
      Of Matters To A Vote Of Security Holders
                                                                              
                                                                              6PART
      II
                                                                              
                                                                              
                                                                              75.
                                                                              Market
      For Registrant’s Common Equity, Related Stockholder Matters
                                                                                And
      Issuer Purchases Of Equity Securities
                                                                              
                                                                              76.
                                                                              Selected
      Financial Data
                                                                              
                                                                              87.
                                                                              Management’s
      Discussion and Analysis of Financial Condition and
                                                                                Results
      of Operations
                                                                              
                                                                              88.
                                                                              Financial
      Statements and Supplemental Data
                                                                              
                                                                              109.
                                                                              Changes
      In And Disagreements With Accountants On Accounting, And
                                                                                Financial
      Disclosure
                                                                              
                                                                              109A.[T]
                                                                              Controls
      And Procedures
                                                                              
                                                                              109B.
                                                                              Other
      Information
                                                                              
                                                                              11PART
      III
                                                                              
                                                                              
                                                                              1110.
                                                                              Directors,
      Executive Officers, and Corporate Governance
                                                                              
                                                                              1111.
                                                                              Executive
      Compensation
                                                                              
                                                                              1312.
                                                                              Security
      Ownership Of Certain Beneficial Owners And Management
                                                                                And
      Related Stockholder Matters
                                                                              
                                                                              1513.
                                                                              Certain
      Relationships And Related Transactions and Director
      Independence
                                                                              
                                                                              1614.
                                                                              Principal
      Accountant Fees And Services
                                                                              
                                                                              16PART
      IV
                                                                              
                                                                              
                                                                              1715.
                                                                              Exhibits
      and Financial Statement Schedules
                                                                              
                                                                              17


2




FORWARD-LOOKING
STATEMENTS





Except
for historical information, this report contains forward-looking
statements.  Such forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding our business
strategy, future revenues and anticipated costs and expenses.  Such
forward-looking statements include, among others, those statements including the
words “expects,” “anticipates,” “intends,” “believes” and similar
language.  Our actual results may differ significantly from those
projected in the forward-looking statements.  Factors that might cause
or contribute to such differences include, but are not limited to, those
discussed in the sections “Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”  You should
carefully review the risks described in this Annual Report and in other
documents we file from time to time with the Securities and Exchange Commission
(the “SEC”).  You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
report.  We undertake no obligation to publicly release any revisions
to the forward-looking statements or reflect events or circumstances after the
date of this document.





Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.





All
references in this Form 10-K to the “Company,” “we,” “us” or “our” are to
Federal Sports & Entertainment, Inc.




3




PART
I





ITEM
      1.
            BUSINESS





History
and General Development of Our Business





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 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. (see
related discussion below) and increased our authorized capital stock to an
aggregate of 310,000,000shares consisting
of300,000,000
shares of common stock, $0.001 par value per share (the “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 8, 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 will, 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
or debt 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.





4




Material
Events




Notes
Offering





On
September 9, 2008, we closed an offering of $500,000 principal amount of its 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 derived from our issuance of the Investor Notes to
provide bridge financing (“Bridge Financing”) to Diamond Sports &
Entertainment, Inc. (“Diamond Sports” or “FLB”) to assist FLB in meeting its
working capital requirements.  The Bridge Financing is evidenced by an
Unsecured Bridge Loan Promissory Note from Diamond Sports to us (the “Bridge
Note”).





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.





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
to 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 our 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 “Bridge Warrants”); and one (1) share of
Common Stock (the “Bridge Shares”).  In the event of redemption of the
Investor Notes prior to the Merger, the Investor(s) shall retain the right to
receive the Bridge Warrants and the Bridge Shares.  The Bridge
Warrants and the Bridge Shares carry “piggyback” registration rights and full
ratchet anti-dilution protection.  The Bridge Warrants provide for
cashless exercise in the event the shares of Common Stock underlying the Bridge
Warrants are not registered.





5


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.





Employees




As of
February 27, 2009 our only employee is our sole executive officer.




ITEM
      2.
            PROPERTIES





Our only
property is related to our legacy business - the For Jeannie mineral property,
comprised of 4 contiguous claims totaling 82.6 acres, located on the Okanogan
County, Washington State, USA.  We do not rent or own any other
property.





ITEM
      3.
            LEGAL
      PROCEEDINGS





No legal
proceedings are presently pending or threatened.




ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





No
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.





6





PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES





Our
Common Stock is currently listed on the OTC Bulletin Board under the symbol
“FEDS.OB”. Prior to May 8, 2008, our stock was listed on the OTC Bulletin Board
under the symbol “RTME.OB”.




For the
period from August 24, 2007 to November 30, 2008, the table sets forth the high
and low closing bid prices based upon information obtained from inter-dealer
quotations on the OTC Bulletin Board without retail markup, markdown, or
commission and may not necessarily represent actual transactions:




Quarter Ended
                    
                    High Bid
                    
                    
                    Low BidFebruary
      28, 2008 (1)
                    
                    $
                    0.10
                    
                    
                    $
                    0.10March
      3, 2008 through May 5, 2008
                    
                    $
                    0.51
                    
                    
                    $
                    0.10May
      6, 2008 through May 31, 2008 (2)
                    
                    $
                    0.15
                    
                    
                    $
                    0.15August
      31, 2008
                    
                    $
                    0.15
                    
                    
                    $
                    0.15November
      30, 2008
                    
                    $
                    0.15
                    
                    
                    $
                    0.15







(1)
              Although
      our stock was approved for listing on the OTC Bulletin Board on or about
      July 24, 2007, no trades occurred prior to August 24,
  2007.(2)
              All
      information from May 6, 2008 reflects the 2:1 forward stock
      split.




Our
Common Stock is thinly traded and, thus, pricing of our Common Stock does not
necessarily represent its fair market value.




Holders




As of
February 23, 2009, we had 10,010,000 shares of our Common Stock issued and
outstanding held by 5 shareholders of record.




7




Securities
Authorized For Issuance Under Equity Compensation Plans




On April
15, 2008, our Board of Directors and stockholders adopted the 2008 Equity
Incentive Plan (the “2008 Plan”) which reserves a total of 2,000,000 shares of
Common Stock for issuance under the 2008 Plan. The number of shares of
Company Common Stock available for issuance under the 2008 Plan will be
increased on the first day of each fiscal year beginning with the 2009 fiscal
year, in an amount equal to the least of (i) 1,500,000 shares, (ii) 3% of the
outstanding shares on the last day of the immediately preceding fiscal year, or
(iii) such number of shares determined by the Board.  If an
incentive award granted under the 2008 Plan expires, terminates, is unexercised
or is forfeited, or if any shares are surrendered to us in connection with an
incentive award, the shares subject to such award and the surrendered shares
will become available for further awards under the 2008 Plan. As of the date
hereof, we have not granted any awards under the 2008 Plan.





Dividends





We have
never declared any cash dividends with respect to our Common
Stock.  Future payment of dividends is within the discretion of our
board of directors and will depend on our earnings, capital requirements,
financial condition and other relevant factors.  Although there are no
material restrictions limiting, or that are likely to limit, our ability to pay
dividends on our Common Stock, we presently intend to retain future earnings, if
any, for use in our business and have no present intention to pay cash dividends
on our Common Stock.





Recent
Sales of Unregistered Securities





As
discussed above, on September 9, 2008, we closed the Notes Offering of Investor
Notes.  The Notes Offering was conducted pursuant to the exemption
from the registration requirements of the federal securities laws provided by
Regulation D and/or Regulation S and Section 4(2) of the Securities Act. The
Investor Notes were offered and sold only to “accredited investors,” as that
term is defined by Rule 501 of Regulation D, and/or to persons who were neither
resident in, nor citizens of, the United States. Ten percent commissions on the
gross proceeds of the offering were paid to Gottbetter Capital Markets, LLC, a
registered broker-dealer.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





Not
applicable.





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Forward-Looking Statements” for a
discussion of the uncertainties, risks and assumptions associated with these
forward-looking statements.




8


The
following discussion and analysis of the Company’s financial condition and
results of operations are based on the preparation of our financial statements
in accordance with U.S. generally accepted accounting principles. You
should read the discussion and analysis together with such financial statements
and the related notes thereto.




Results
of Operations





Fiscal
year Ended November 30, 2008





We are
still in our exploration stage and have generated no revenues to
date.




We
incurred total expenses of $45,498 and $13,356 for the years ended November 30,
2008 and 2007, respectively. These expenses consisted of general and
administrative expenses incurred in connection with the day to day maintenance
of our public company status and the related preparation and filing of our
periodic reports.  Accounting and legal fees increased from $5,100 for
the fiscal year ended November 30,2007 to $13,320 for the fiscal year ended
November 30, 2008 and office expense increased from $1,979 to $24,771 over these
same periods primarily due to the increase costs incurred as a result of and in
connection with the Notes Offering.




Our net
loss for years ended November 30, 2008 and 2007 were $(45,498) and $(13,355),
respectively.




We have
generated no revenues and our net operating loss from inception through November
30, 2008 was $61,499.




Liquidity
and Capital Resources





Our cash
and cash equivalents balance as of November 30, 2008 was $0.00.




Notes
Offering




On
September 9, 2008 we closed the Notes Offering of the Investor Notes for gross
proceeds to us of $500,000. We used the proceeds of the Notes Offering to
complete the Bridge Financing to FLB.





We believe that we will have to raise
cash to meet our 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.  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
have to suspend our operations temporarily or cease operations
entirely.





Our
external auditors have issued an opinion that raises substantial doubt about our
ability to continue as a going concern for the next 12 months given our current
financial position.




9





ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTAL DATA





Our
audited financial statements are included beginning immediately following the
signature page to this report.  See Item 15 for a list of the
financial statements included herein.





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





Not
applicable.





ITEM 9A.[T]
            CONTROLS
      AND PROCEDURES





Evaluation
of Our Disclosure Controls and Internal Controls





Under the
supervision and with the participation of our senior management, including our
chief executive and chief financial officer, David Rector, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end
of the period covered by this annual report (the “Evaluation
Date”).  Based on this evaluation, our chief executive and chief
financial officer concluded as of the Evaluation Date that our disclosure
controls and procedures were effective such that the information relating to us
required to be disclosed in our SEC reports (i) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms, and (ii) is accumulated and communicated to our management, including our
chief executive and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.





Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control – Integrated Framework.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.





10




Officers’
Certifications





Appearing
as exhibits to this Annual Report are “Certifications” of our Chief Executive
Officer and Chief Financial Officer.  The Certifications are required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”).  This section of the Annual 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 November 30, 2008 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.





ITEM 9B.
            OTHER
      INFORMATION





Not
applicable.





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE





Executive
Officers and Directors




Below are
the names and certain information regarding the Company’s current executive
officers and directors:




Name
                            
                            Age
                            
                            Title
                            
                            Date First AppointedDavid Rector
                            
                            61
                            
                            Chief
      Executive Officer, Principal Financial Officer, President, Secretary,
      Treasurer and Director
                            
                            September
      30,
2008




Directors
are elected to serve until the next annual meeting of stockholders and until
their successors are elected and qualified.




Currently,
except for the $500 per month payment being made to Mr. Rector for his services
to us as officer and director, directors are not compensated for their services,
although their expenses in attending meetings may be reimbursed. Officers are
elected by the Board of Directors and serve until their successors are appointed
by the Board of Directors. Biographical resumes of each officer and director are
set forth below.




Certain
biographical information of our directors and officers is set forth
below.




11




David
Rector




Mr.
Rector has served as our Chief Executive Officer, President, Principal
Accounting Officer, Secretary, Treasurer and Director since September 30, 2008.
Mr. Rector does not have an employment agreement with us but receives $500 per
month in compensation for his services to us. Mr. Rector has also served as the
Chief Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer, and Director of of Nevada Gold Holdings, Inc. (formerly known as Nano
Holdings International, Inc.) since April 19, 2004, of Standard Drilling, Inc.
since November 2007, and of NanoDynamics Holdings, Inc. (formerly known as
Mystica Candle Corporation) since June 6, 2008. Mr. Rector previously served as
President, Chief Executive Officer and Chief Operating Officer of Nanoscience
from June 2004 to December 2006, when he resigned as an officer and Director of
Nanoscience.  Since June 1985, Mr. Rector has been the principal of
the David Stephen Group, which provides enterprise consulting services to
emerging and developing companies in a variety of industries. From January 1995
until June 1995, Mr. Rector served as the General Manger of the Consumer
Products Division of Bemis-Jason Corporation. Mr. Rector was employed by Sunset
Designs Inc., a manufacturer and marketer of consumer product craft kits from
June 1980 until June 1985. From June 1983 until June 1985, Mr. Rector served as
President and General Manager of Sunset, from August 1981 until May 1985, Mr.
Rector served as an Administrative and International Director of Sunset, and
from June 1980 until August 1981, Mr. Rector served as Group Product Manager for
Sunset.




Additionally,
Mr. Rector currently serves on the Board of Directors of the following public
companies:




Name
            
            Director
      SinceSenesco
      Technologies, Inc. (AMEX:SNT)
            
            February
      2002Dallas
      Gold & Silver Exchange (AMEX:DSG)
            
            May
      2003Nevada
      Gold Holdings, Inc. (OTCBB:NGHI)
            
            April
      2004US
      Uranium Inc. (OTCBB:USUI)
            
            June
      2007Standard
      Drilling, Inc.(STDR.PK)
            
            November
      2007NanoDynamics
      Holdings, Inc. OTCBB:NNDY)
            
            June  2008




As a
result, the amount of time that Mr. Rector has to devote to our activities may
be limited.




Mr.
Rector obtained his Bachelor’s Degree in Business Administration from Murray
State University in 1969.




Board
Committees




The
Company currently has not established any committees of the Board of Directors.
Our Board of Directors may designate from among its members an executive
committee and one or more other committees in the future.  We do not
have a nominating committee or a nominating committee
charter.  Further, we do not have a policy with regard to the
consideration of any director candidates recommended by security
holders.  To date, no security holders have made any such
recommendations.  Our two directors perform all functions that would
otherwise be performed by committees.  Given the present size of our
board it is not practical for us to have committees.  If we are able
to grow our business and increase our operations, we intend to expand the size
of our board and allocate responsibilities accordingly.




12




Director
Independence





We are
not currently subject to listing requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be “independent” and, as a result, we are not at this
time required to (and we do not) have our Board of Directors comprised of a
majority of “Independent Directors.”





Code
of Ethics




We have
adopted a written code of ethics (the “Code of Ethics”) that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, and persons performing similar functions. We believe that
the Code of Ethics is reasonably designed to deter wrongdoing and promote honest
and ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt
internal reporting of code violations; and provide accountability for adherence
to the code.  To request a copy of the Code of Ethics, please make
written request to our President c/o Gottbetter & Partners, LLP, 488 Madison
Avenue, 12th Floor,
New York, New York 10022.




Compliance
with Section 16(a) of the Exchange Act





Our
common stock is not registered pursuant to Section 12 of the Exchange
Act.  Accordingly, our officers, directors and principal shareholders
are not subject to the beneficial ownership reporting requirements of Section
16(a) of the Exchange Act.





ITEM 11.
            EXECUTIVE
      COMPENSATION





The
following table sets forth information concerning the total compensation paid or
accrued by us during the last two fiscal years ended November 30, 2008 to (i)
all individuals that served as our principal executive officer or acted in a
similar capacity for us at any time during the fiscal year ended November 30,
2008; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended
November 30, 2008; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended November 30, 2008 that received
annual compensation during the fiscal year ended November 30, 2008 in excess of
$100,000.





13




Summary
Compensation Table




Name and
                                  Principal Position
                                
                                Year
                                
                                Salary
                                  ($)
                                
                                
                                Bonus
                                  ($)
                                
                                
                                Stock
                                  Awards
                                  ($)
                                
                                
                                Option
                                  Awards
                                  ($)
                                
                                
                                Non-
                                  Equity
                                  Incentive
                                  Plan
                                  Compen-
                                  sation ($)
                                
                                
                                Change
                                  in
                                  Pension
                                  Value
                                  and Non-
                                  qualified
                                  Deferred
                                  Compen-sation
                                  Earnings
                                  ($)
                                
                                
                                All Other
                                  Compensation
                                  ($)
                                
                                
                                Total ($)(a)
                                
                                (b)
                                
                                (c)
                                
                                
                                (d)
                                
                                
                                (e)
                                
                                
                                (f)
                                
                                
                                (g)
                                
                                
                                (h)
                                
                                
                                (i)
                                
                                
                                (j)David
      Rector, Chief Executive Office (1)
                                
                                2008
                                
                                
                                1,000
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                1,000Linda
      Farrell,  Chief
                                
                                2008
                                
                                
                                3,000
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                3,000Executive
      Officer (1)
                                
                                2007
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0




__________________


(1)
            Effective
      September 30, 2008, Ms. Farrell resigned as our Chief Executive Officer
      and Mr. Rector was appointed our Chief Executive Officer and principal
      financial officer.




We have
not issued any stock options or maintained any stock option or other incentive
plans other than our 2008 Plan. (See “Item 5. Market for Common Equity and
Related Stockholder Matters – Securities Authorized for Issuance Under Equity
Compensation Plans” above.) We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not limited to, tax
qualified deferred benefit plans, supplemental executive retirement plans,
tax-qualified deferred contribution plans and nonqualified deferred contribution
plans.




We paid
Ms. Farrell a fee of $500 per month for the last six months of her tenure for
her services to us as officer and director.  We are paying Mr. Rector
a fee of $500 per month for his services to us as officer and
director.  We have no other contracts, agreements, plans or
arrangements, whether written or unwritten, that provide for payments to the
named executive officers listed above.





Compensation
of Directors




Except as
indicated above, none of our directors receives any compensation for serving as
such, for serving on committees (if any) of the board of directors or for
special assignments. During the fiscal year ended November 30, 2008 there were
no other arrangements between us and our directors that resulted in our making
payments to any of our directors for any services provided to us by them as
directors.




14


ITEM 12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of February 23, 2009 by:




·
            each
      person or entity known by us to be the beneficial owner of more than 5% of
      our common stock;





·
            each
      of our directors;





·
            each
      of our executive officers; and





·
            all
      of our directors and executive officers as a
  group.




Except as
otherwise indicated, the persons listed below have sole voting and investment
power with respect to all shares of our common stock owned by them, except to
the extent such power may be shared with a spouse.





NAME OF OWNER
                            TITLE OF
                              CLASS
                            
                            NUMBER OF
                              SHARES OWNED (1)
                            
                            
                            PERCENTAGE OF
                              COMMON STOCK (2)David
      Rector
                              6830
      Elm Street
                              McLean,
      VA 22101
                            Common
      Stock
                            
                            
                            - 0
      -
                            
                            
                            
                            0.00
                            %All
      Officers and Directors
                            Common
      Stock
                            
                            
                            - 0
      -
                            
                            
                            
                            0.00
                            %As
      a Group (1 person)Linda
      Farrell
                            Common
      Stock
                            
                            
                            7,510,000
                            
                            
                            
                            75.02
                            %47395
      Monroe Street, #274Indio,
      CA 92201Gottbetter
      Capital Group, Inc.
                            Common
      Stock
                            
                            
                            1,000,000
                            
                            
                            
                            9.99
                            %488
      Madison AvenueNew
      York, NY 10022







(1)
            Beneficial
      Ownership is determined in accordance with the rules of the SEC and
      generally includes voting or investment power with respect to securities.
      Shares of common stock subject to options or warrants currently
      exercisable or convertible, or exercisable or convertible within 60 days
      of February 23, 2009 are deemed outstanding for computing the percentage
      of the person holding such option or warrant but are not deemed
      outstanding for computing the percentage of any other
    person.





(2)
            Percentage
      based upon 10,010,000 shares of common stock outstanding as of February
      23, 2009.





15




Securities
Authorized for Issuance Under Equity Compensation Plans




On April
15, 2008, our Board of Directors and stockholders adopted the 2008 Plan which
reserves a total of 2,000,000 shares of Common Stock for issuance under the 2008
Plan. The number of shares of Company Common Stock available for issuance
under the 2008 Plan will be increased on the first day of each fiscal year
beginning with the 2009 fiscal year, in an amount equal to the least of (i)
1,500,000 shares, (ii) 3% of the outstanding shares on the last day of the
immediately preceding fiscal year, or (iii) such number of shares
determined by the Board.  If an incentive award granted under the 2008
Plan expires, terminates, is unexercised or is forfeited, or if any shares are
surrendered to us in connection with an incentive award, the shares subject to
such award and the surrendered shares will become available for further awards
under the 2008 Plan. As of the date hereof, we have not granted any awards under
the 2008 Plan.





ITEM 13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR
      INDEPENDENCE





On May 11, 2006, a total of 1,500,000
shares of common stock were issued to Ms. Farrell, the Company’s majority
stockholder and former director,  in exchange for cash in the amount
of $7,500, or $.005 per share.





On April
10, 2008 the Company issued 4,510,000 shares of its common stock to Ms. Farrell
for services rendered to the Company.




ITEM 14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Audit
Fees.




The
aggregate fees billed to us by our principal accountant for services rendered
during the fiscal years ended November 30, 2008 and 2007 are set forth in the
table below:





Fee Category
                                                
                                                Fiscal year ended November 30, 2008
                                                
                                                
                                                Fiscal year ended November 30, 2007Audit
      fees (1)
                                                
                                                $
                                                3,500
                                                
                                                
                                                $
                                                5,100Audit-related
      fees (2)Tax
      fees (3)All
      other fees (4)Total
      fees
                                                
                                                $
                                                3,500
                                                
                                                
                                                $
                                                5,100





(1)
            “Audit
      fees” consists of fees incurred for professional services rendered for the
      audit of consolidated financial statements, for reviews of our interim
      consolidated financial statements included in our quarterly reports on
      Form 10-QSB and for services that are normally provided in connection with
      statutory or regulatory filings or
engagements.





(2)
            “Audit-related
      fees” consists of fees billed for professional services that are
      reasonably related to the performance of the audit or review of our
      consolidated financial statements, but are not reported under “Audit
      fees.”




16




(3)
            “Tax
      fees” consists of fees billed for professional services relating to tax
      compliance, tax planning, and tax
advice.





(4)
            “All
      other fees” consists of fees billed for all other
  services.





Audit Committee’s
Pre-Approval Practice.




We do not
have an audit committee.  Our board of directors performs the function
of an audit committee.  Section 10A(i) of the Securities Exchange Act
of 1934, as amended, prohibits our auditors from performing audit services for
us as well as any services not considered to be audit services unless such
services are pre-approved by our audit committee or, in cases where no such
committee exists, by our board of directors (in lieu of an audit committee) or
unless the services meet certain de minimis standards.





PART
IV





ITEM 15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





Financial Statements
                      
                      PageReport
      of Independent Registered Public Accounting Firm
                      
                      F-2Balance
      Sheets as of November 30, 2008 and 2007
                      
                      F-3Statements
      of Operations for the years ended November 30, 2008 and
    2007
                      
                      F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period fromMay
      3, 2006 to November 30, 2008
                      
                      F-5Statements
      of Cash Flows for the years ended November 30, 2008 and
    2007
                      
                      F-6Notes
      to Financial Statements
                      
                      F-7
      – F-14


Financial
Statement Schedules





All
financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.





17




Exhibits





The
following Exhibits are being filed with this Annual Report on Form
10-K:




Exhibit
                                          No.
                                        
                                        SEC
      Report
                                          Reference Number
                                        
                                        Description3.1
                                        
                                        3.1
                                        
                                        Amended
      and Restated Articles of Incorporation of Registrant as filed with the
      Nevada Secretary of State on April 14, 2008 (1)3.2
                                        
                                        3.2
                                        
                                        By-Laws
      of Registrant (2)4.1
                                        
                                        4.1
                                        
                                        Form
      of 0% Secured Convertible Promissory Note (the “Note(s)) of the
      Registrant  (3)4.2
                                        
                                        4.2
                                        
                                        Form
      of 5-Year Bridge Warrant to Purchase shares of Common Stock of the
      Registrant  (3)4.3
                                        
                                        4.3
                                        
                                        Form
      of Securities Purchase Agreement by and among Registrant and the Buyer(s)
      named therein  (3)10.1
                                        
                                        *
                                        
                                        2008
      Equity Incentive Plan10.2
                                        
                                        10.1
                                        
                                        Form
      of Bridge Loan Agreement by and between the Registrant and Diamond Sports
      & Entertainment, Inc. (“DSEI”) dated September 9,
      2008  (3)10.3
                                        
                                        10.2
                                        
                                        Form
      of Unsecured Bridge Loan Promissory Note of DSEI in favor of the
      Registrant dated September 9, 2008  (3)10.4
                                        
                                        10.3
                                        
                                        Form
      of Security Agreement by and among DSEI, Diamond Concessions, LLC and the
      Buyer(s) of the Registrant’s Note(s) dated as of September 9,
      2008  (3)10.5
                                        
                                        10.4
                                        
                                        Form
      of Pledge Agreement by and among the Registrant, the Pledgors named
      therein, Gottbetter & Partners, LLP and the Buyer(s) named
      therein  (3)14.1
                                        
                                        *
                                        
                                        Code
      of Ethics21
                                        
                                        *
                                        
                                        List
      of Subsidiaries31.1/31.2
                                        
                                        *
                                        
                                        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 200231.2/32.2
                                        
                                        *
                                        
                                        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**




18




Exhibit
              No.
            
            SEC
      Report
              Reference Number
            
            Description




(1)
            Filed
      with the SEC on April 18, 2008 as an exhibit, numbered as indicated above,
      to the Registrant’s current report (SEC File No. 333-140900) on Form 8-K,
      which exhibit is incorporated herein by
  reference.




(2)
            Filed
      with the SEC on February 27, 2007 as an exhibit, numbered as indicated
      above, to the Registrant’s registration statement on Form SB-2 (SEC File
      No. 333-141480), which exhibit is incorporated herein by
      reference.




(3)
            Filed
      with the SEC on September 15, 2008 as an exhibit, numbered as indicated
      above, to the Registrant’s current report (SEC File No. 333-140900) on
      Form 8-K, which exhibit is incorporated herein by
    reference.





____________________


* Filed
herewith.





** 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.





19





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





FEDERAL
      SPORTS & ENTERTAINMENT,
      INC.Dated:  February
      27, 2009
              By:
              /s/ David RectorDavid
      Rector, President, Chief Executive Officer and Chief Financial
      Officer





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




SIGNATURE
              
              TITLE
              
              DATE/s/ David Rector
              
              Director
              
              February
      27, 2009David
      Rector





20


PART
IV – FINANCIAL INFORMATION




ITEM
15.         FINANCIAL
STATEMENTS


PageReport
      of Independent Registered Public Accounting Firm
                
                
                F-2Balance
      Sheets as of November 30, 2008 and 2007
                
                
                F-3Statements
      of Operations for the years ended November 30, 2008 and
    2007
                
                
                F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from
                  May
      3, 2006 to November 30, 2008
                
                
                F-5Statements
      of Cash Flows for the years ended November 30, 2008 and
    2007
                
                
                F-6Notes
      to Financial Statements
                
                
                F-7 – F-14




F-1


MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB
REGISTERED





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


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


(A
Development Stage Company)





We have
audited the accompanying balance sheets of Federal Sports and Entertainment,
Inc. fka Rite Time Mining, Inc. (A Development Stage Company) as of November 30,
2008 and 2007, and the related statements of operations, stockholders’ equity
(deficit) and cash flows for the years then ended, and from inception on May 3,
2006 through November 30, 2008.  These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Federal Sports and Entertainment,
Inc. fka Rite Time Mining, Inc. (A Development Stage Company) as of November 30,
2008, and 2007, and the related statements of operations, stockholders’ equity
and cash flows for the years then ended, and since inception on May 3, 2006
through November 30, 2008, in conformity with accounting principles generally
accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 7 to the
financial statements, the Company has an accumulated deficit of $61,499, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 7.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




/s/
Moore & Associates, Chartered





Moore
& Associates, Chartered


Las
Vegas, Nevada


February
27, 2009





6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


F-2


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


(A
DEVELOPMENT STAGE COMPANY)


Balance
Sheets





As of
                                                    
                                                    
                                                    As ofYear Ended 11/30/08
                                                    
                                                    
                                                    Year Ended
                                                      11/30/07AuditedASSETSCurrent
      AssetsNote
      Receivable
                                                    
                                                    
                                                    500,000Cash
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    21,499Total
      Current Assets
                                                    
                                                    
                                                    500,000
                                                    
                                                    
                                                    
                                                    21,499Fixed
      AssetsTotal
      Fixed AssetsTotal
      Assets
                                                    
                                                    $
                                                    500,000
                                                    
                                                    
                                                    $
                                                    21,499LIABILITIESCurrent
      LiabilitiesAccounts
      Payable
                                                    
                                                    
                                                    28,999Loan
      From Director
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    5,000Convertible
      Note Payable
                                                    
                                                    
                                                    500,000Total
      Current Liabilities
                                                    
                                                    $
                                                    528,999
                                                    
                                                    
                                                    $
                                                    5,000Long
      term Liabilities
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Total
      Liabilities
                                                    
                                                    
                                                    528,999
                                                    
                                                    
                                                    
                                                    5,000EQUITY10,000,000
      Preferred Shares authorized at $0.001 par value.Zero
      Preferred Shares Issued and outstanding 300,000,000 Common Shares
      authorized at $0.001 par value10,010,000 and
      5,500,000 common shares Issued and outstanding as of 11/30/08 and 11/30/07
      respectively
                                                    
                                                    
                                                    10,010
                                                    
                                                    
                                                    
                                                    5,500Additional
      Paid in Capital
                                                    
                                                    
                                                    22,490
                                                    
                                                    
                                                    
                                                    27,000Accumulated
      Deficit during Development Stage
                                                    
                                                    
                                                    (61,499
                                                    )
                                                    
                                                    
                                                    (16,001
                                                    )Total
      Stockholders Equity
                                                    
                                                    
                                                    (28,999
                                                    )
                                                    
                                                    
                                                    16,499TOTAL
      LIABILITIES AND SHAREHOLDERS EQUITY
                                                    
                                                    $
                                                    500,000
                                                    
                                                    
                                                    $
                                                    21,499





The
accompanying notes are an integral


part of
these financial statements.


F-3


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


(A
DEVELOPMENT STAGE COMPANY)


Statement
of Operations





From May 3, 2006Year Ended
                    
                    
                    Year Ended
                    
                    
                    (Inception)
                      Through11/30/2008
                    
                    
                    11/30/2007
                    
                    
                    Current year ended11/30/2008Revenue
                    
                    $
                    -
                    
                    
                    $
                    
                    
                    
                    $
                    -ExpensesAccounting
      & Legal Fees
                    
                    
                    13,320
                    
                    
                    
                    5,100
                    
                    
                    
                    18,420Bank
      Service Charge
                    
                    
                    25
                    
                    
                    
                    136
                    
                    
                    
                    185Incorporation
                    
                    
                    4,627
                    
                    
                    
                    
                    
                    
                    
                    5,477Licenses
      and Permits
                    
                    
                    
                    
                    
                    
                    100
                    
                    
                    
                    200Mineral
      Expenditures
                    
                    
                    2,500
                    
                    
                    
                    4,250
                    
                    
                    
                    6,750Office
      Expense
                    
                    
                    24,771
                    
                    
                    
                    1,979
                    
                    
                    
                    27,016Professional
      Fees
                    
                    
                    
                    
                    
                    
                    850
                    
                    
                    
                    850Transfer
      Agent fees
                    
                    
                    255
                    
                    
                    
                    941
                    
                    
                    
                    1,196Total
      Expenses
                    
                    
                    45,498
                    
                    
                    
                    13,356
                    
                    
                    
                    60,094Other
      Income (expenses)Recognition
      of an Impairment Loss (Mineral Claims)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,410Provision
      for Income Tax
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -IncomeInterest
      Income
                    
                    
                    
                    
                    
                    
                    1
                    
                    
                    
                    5Net
      Income (Loss)
                    
                    $
                    (45,498
                    )
                    
                    $
                    (13,355
                    )
                    
                    $
                    (61,499
                    )Basic
      & Diluted (Loss) per Share
                    
                    
                    -
                    
                    
                    
                    -Weighted
      Average Number of Shares
                    
                    
                    8,494,344
                    
                    
                    
                    2,339,137





The
accompanying notes are an integral


part of
these financial statements.


F-4


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


(A
DEVELOPMENT STAGE COMPANY)


Statement
of Stockholders Equity


From
Inception May 3, 2006 to Current year ended November 30, 2008





Preferred Stock
                                
                                
                                Common Stock
                                
                                
                                
                                
                                
                                Deficit
                                
                                
                                TotalShares
                                
                                Amount
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Paid in
                                
                                
                                Accumulated
                                
                                
                                EquityCapital
                                
                                
                                DuringDevelopmentStageBalance
      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
                                
                                
                                
                                
                                
                                
                                $
                                7,500Net
      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
                                )
                                
                                $
                                4,854Common
      Stock (par $0.001) issued at $0.01 on 3/29/07
                                
                                
                                
                                
                                
                                
                                
                                1,590,000
                                
                                
                                $
                                1,590
                                
                                
                                $
                                14,310
                                
                                
                                
                                
                                
                                
                                $
                                15,900Common
      Stock (par $0.001) issued at $0.01 on 4/3/07
                                
                                
                                
                                
                                
                                
                                
                                160,000
                                
                                
                                $
                                160
                                
                                
                                $
                                1,440
                                
                                
                                
                                
                                
                                
                                $
                                1,600Common
      Stock (par $0.001) issued at $0.01 on 4/4/07
                                
                                
                                
                                
                                
                                
                                
                                400,000
                                
                                
                                $
                                400
                                
                                
                                $
                                3,600
                                
                                
                                
                                
                                
                                
                                $
                                4,000Common
      Stock (par $0.001) issued at $0.01 on 4/10/07
                                
                                
                                
                                
                                
                                
                                
                                350,000
                                
                                
                                $
                                350
                                
                                
                                $
                                3,150
                                
                                
                                
                                
                                
                                
                                $
                                3,500Net
      (Loss) for the period ending Nov.30, 2007
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                (13,355
                                )
                                
                                $
                                (13,355
                                )Balance,
      Nov. 30, 2007
                                
                                
                                $
                                -
                                
                                
                                
                                5,500,000
                                
                                
                                
                                5,500
                                
                                
                                
                                27,000
                                
                                
                                
                                (16,001
                                )
                                
                                $
                                16,499Common
      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 period ending November 30,2008
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                (45,498
                                )
                                
                                $
                                (45,498
                                )Balance,
      November 30, 2008
                                
                                
                                $
                                -
                                
                                
                                
                                10,010,000
                                
                                
                                $
                                10,010
                                
                                
                                $
                                22,490
                                
                                
                                $
                                (61,499
                                )
                                
                                $
                                (28,999
                                )





The
accompanying notes are an integral


part of
these financial statements.


F-5


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


(A
DEVELOPMENT STAGE COMPANY)


Statements
of Cash Flows




From May 3, 2006Year Ended
                                
                                
                                Year Ended
                                
                                
                                (Inception)
                                  Through11/30/2008
                                
                                
                                11/30/2007
                                
                                
                                Current year ended11/30/2008Operating ActivitiesNet
      Income (Loss)
                                
                                $
                                (45,498
                                )
                                
                                $
                                (13,355
                                )
                                
                                $
                                (61,499
                                )Increase
      (decrease) in accounts payable
                                
                                
                                28,999
                                
                                
                                
                                
                                
                                
                                
                                28,999To
      reconcile cash balanceNet
      Cash from Operating Activities
                                
                                
                                (16,499
                                )
                                
                                
                                (13,355
                                )
                                
                                
                                (32,500
                                )Net
      Cash After Operating Activities.
                                
                                
                                (16,499
                                )
                                
                                
                                (13,355
                                )
                                
                                
                                (32,500
                                )Investing ActivitiesNet
      Cash from Investing Activities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Net
      Cash after Operating and Investing Activities
                                
                                $
                                (16,499
                                )
                                
                                $
                                (13,355
                                )
                                
                                $
                                (32,500
                                )Financing ActivitiesShares
      Issued at Founders, @ $0.005 Per Share
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                7,5005,000,000
      Shares Issued @ .01 Per Share
                                
                                
                                
                                
                                
                                
                                25,000
                                
                                
                                
                                25,000Loan
      From Director
                                
                                
                                (5,000
                                )
                                
                                
                                5,000Note
      Receivable
                                
                                
                                (500,000
                                )
                                
                                
                                
                                
                                
                                
                                (500,000
                                )Note
      Payable
                                
                                
                                500,000
                                
                                
                                
                                
                                
                                
                                
                                500,000Net
      Cash from Financing Activities
                                
                                
                                (5,000
                                )
                                
                                
                                30,000
                                
                                
                                
                                32,500Net
      Cash Before Income Taxes
                                
                                
                                (21,499
                                )
                                
                                
                                16,645
                                
                                
                                
                                -Provision
      for Income Tax
                                
                                
                                -
                                
                                
                                
                                -Net
      Cash After Taxes
                                
                                
                                (21,499
                                )
                                
                                
                                16,645
                                
                                
                                
                                -Cash
      at Beginning of Period
                                
                                
                                21,499
                                
                                
                                
                                4,854
                                
                                
                                
                                -Cash
      at end of Period
                                
                                $
                                -
                                
                                
                                $
                                21,499
                                
                                
                                $
                                -Supplemental
      Disclosure of Cash Flow InformationCash
      paid for:Interest
      Expense
                                
                                $
                                -
                                
                                
                                $
                                -Income
      Taxes
                                
                                $
                                -
                                
                                
                                $
                                -





The
accompanying notes are an integral


part of
these financial statements.


F-6


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008




NOTE 1 – ORGANIZATION AND
DESCRIPTION OF BUSINESS




Federal
Sports & Entertainment, Inc. (formerly Rite Time Mining Corp.) (the
“Company”) was incorporated on May 3, 2006 under the laws of the State of
Nevada.  The Company was primarily engaged in the acquisition and
exploration of mining properties.




On April
14, 2008 the Company filed Amended and Restated Articles of Incorporation
changing its name from Rite Time Mining, Inc. to Federal Sports &
Entertainment, Inc.




The
Company intended to engage in the acquisition, exploration and development of
mineral deposits and reserves, but has been unsuccessful in this area. The
Company determined that it could not continue with its business operations as
outlined in its original business plan because of a lack of financial results
and resources; therefore, the Company has redirected its focus towards
identifying and pursuing options regarding the development of a new business
plan and direction.




NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation




The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes.




Use of
Estimates




Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.




Depreciation, Amortization
and Capitalization




The
Company records depreciation and amortization, when appropriate, using
straight-line method over the estimated useful lives of the assets (five to
seven years). Expenditures for maintenance and repairs are charged to expense as
incurred. Additions, major renewals and replacements that increase the
property’s useful life are capitalized.  Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriate accounts and the resultant gain or loss is included in net
income.




Income
Taxes




The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement
109, a liability method is used whereby deferred tax assets and liabilities are
determined based on temporary differences between basis used for financial
reporting and income tax reporting purposes. Income taxes are provided based on
tax rates in effect at the time such temporary differences are expected to
reverse. A valuation allowance is provided for certain deferred tax assets if it
is more likely than not, that the Company will not realize the tax assets
through future operations.




F-7


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008




Fair Value of Financial
Instruments




Financial
accounting Standards Statement No. 107, "Disclosures about Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.




Investments




Investments
that are purchased in other companies are valued at cost less any impairment in
the value that is other than temporary in nature.




Per Share
Information




The
Company computes per share information by dividing the net loss for the period
presented by the weighted average number of shares outstanding during such
period.




Advertising and
Marketing




There
were no advertising and marketing expenses for the period ended November 30,
2008.




NOTE 3 - PROVISION FOR
INCOME TAXES




The
provision for income taxes for the period ended November 30, 2007 represents the
minimum state income tax expense of the Company, which is not considered
significant.




NOTE 4 - COMMITMENTS AND
CONTINGENCIES




Litigation




The
Company is not presently involved in any litigation.




NOTE 5 – CONCENTRATIONS OF
RISKS




Cash
Balances




The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC).  This government corporation insured
balances up to $100,000 through October 13, 2008.  As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account.  This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31,
2009.


F-8


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008





All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009.  On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor.  Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.





NOTE 6 – RECENT ACCOUNTING
PRONOUNCEMENTS





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.


F-9


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008





NOTE 6 – 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.




F-10


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008





NOTE 6 – 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.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.


F-11


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008




NOTE 7 – 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 statements 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
$61,499 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 consolidated financial statements of the Company do not include any
adjustments that may result from the outcome of these aforementioned
uncertainties.




NOTE 8 – RELATED PARTY
TRANSACTIONS





The sole
officer and director of the Company may, in the future, become involved in other
business opportunities as they become available, thus he may face a conflict in
selecting between the Company and his other business opportunities. The Company
has not formulated a policy for the resolution of such conflicts.




NOTE 9 – NOTE
RECEIVABLE





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


F-12


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008





NOTE 10 – 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, 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 11 – STOCK
TRANSACTIONS




Transactions,
other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS
123. Thus issuances shall be accounted for based on the fair value of the
consideration received.  Transactions with employees’ stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.




On August
4, 2006 the Company issued a total of 3,000,000 shares of common stock to one
director for cash in the amount of $0.0025 per share for a total of
$7,500.




On March
29, 2007 the Company issued a total of 1,590,000 shares of common stock for cash
in the amount of $0 .01 per share for a total of $15,900.




On April
3, 2007 the Company issued a total of 160,000 shares of common stock for cash in
the amount of $0 .01 per share for a total of $1,600.




On April
4, 2007 the Company issued a total of 400,000 shares of common stock for cash in
the amount of $0 .01 per share for a total of $4,000




F-13


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


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
FINANCIAL STATEMENTS


November
30, 2008




NOTE 11 – STOCK TRANSACTIONS
(continued)




On April
16, 2007 the Company issued a total of 350,000 shares of common stock for cash
in the amount of $0 .01 per share for a total of $3,500




On April
1, 2008 the Company issued a total of 4,510,000 to one director for services
rendered.




On April
14, 2008 the Company filed Amended and Restated Articles of Incorporation
increasing their authorized capital stock from 75,000,000 shares of common
stock, par value $0.001 to 300,000,000 shares of common stock, par value $0.001
and 10,000,000 shares of preferred stock, par value $0.001.




As of
November 30, 2008 the Company had 10,010,000 shares of common stock issued and
outstanding.




NOTE 12 – STOCKHOLDERS’
EQUITY




The
stockholders’ equity section of the Company contains the following classes of
capital stock as of November 30, 2008:




Preferred
stock, $.0.001 par value: 10,000,000 shares authorized, Common stock, $0.001 par
value: 300,000,000 shares authorized and 10,010,000 shares issued and
outstanding.




F-14