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, 2009
  OR
 o
              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 ofincorporation or organization)
                    
                    (IRS
      Employer Identification
No.)
 
 c/o
      Gottbetter & Partners, LLP, 488Madison 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 oNo x
  Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.  Yes xNo o
  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.  Yes xNo o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o  No o
 
 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. o
  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 o
                    
                    Accelerated
      Filer oNon-Accelerated
      Filer o
                    
                    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 o
  As of
March 1, 2010, 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 $322,500, based on the closing price of
$0.15 for the registrant’s common stock on May 31, 2009.  Shares of
common stock held by each officer and director and by each shareowner affiliated
with a director have been excluded from this calculation because such persons
may be deemed to be affiliates. This determination of officer or affiliate
status is not necessarily a conclusive determination for other
purposes.
  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
                                                                  
                                                                  7PART
      II
                                                                  
                                                                  
                                                                  75.
                                                                  Market
      For Registrant’s Common Equity, Related Stockholder
MattersAnd
      Issuer Purchases Of Equity Securities
                                                                  
                                                                  76.
                                                                  Selected
      Financial Data
                                                                  
                                                                  97.
                                                                  Management’s
      Discussion and Analysis of Financial Condition andResults
      of Operations
                                                                  
                                                                  98.
                                                                  Financial
      Statements and Supplemental Data
                                                                  
                                                                  109.
                                                                  Changes
      In And Disagreements With Accountants On Accounting, AndFinancial
      Disclosure
                                                                  
                                                                  109A.[T]
                                                                  Controls
      And Procedures
                                                                  
                                                                  109B.
                                                                  Other
      Information
                                                                  
                                                                  12PART
      III
                                                                  
                                                                  
                                                                  1210.
                                                                  Directors,
      Executive Officers, and Corporate Governance
                                                                  
                                                                  1211.
                                                                  Executive
      Compensation
                                                                  
                                                                  1412.
                                                                  Security
      Ownership Of Certain Beneficial Owners And ManagementAnd
      Related Stockholder Matters
                                                                  
                                                                  1513.
                                                                  Certain
      Relationships And Related Transactions and Director
      Independence
                                                                  
                                                                  1714.
                                                                  Principal
      Accountant Fees And Services
                                                                  
                                                                  17PART
      IV
                                                                  
                                                                  
                                                                  1815.
                                                                  Exhibits
      and Financial Statement Schedules
                                                                  
                                                                  18
  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.
 
 EXPLANATORY
NOTE
 
 This
Annual Report on Form 10-K for the year ended November 30, 2009 of Federal
Sports & Entertainment, Inc. ("the Company") includes the re-audited
financial statements of the Company for the year ended November 30,
2008.  The previously issued financial statements for the fiscal year
ending November 30, 2008 were audited by Moore and Associates Chartered, whose
registration with the Public Company Accounting Oversight Board was revoked in
August of 2009.
  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. in
contemplation of the proposed Merger discussed 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
  Note
Offering
 
 On
September 9, 2008, we closed an offering of $500,000 principal amount of our 0%
Secured Convertible Promissory Notes (the “Investor Note”) to one accredited
investor (the “Investor”).  The Investor Note was offered in a private
placement (the “Note 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 (net proceeds of $338,838) derived from our issuance
of the Investor Note 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 of
$338,838 was evidenced by an Unsecured Bridge Loan Promissory Note from Diamond
Sports to us in the amount of $500,000 (the “Bridge Note”).
 
 We and
Diamond Sports entered into a term sheet dated December 12, 2007, as amended,
pursuant to which it was contemplated that a newly-formed, wholly-owned
subsidiary of the Company would merge with and into Diamond Sports (the
“Merger”), as a result of which we would acquire all of the issued and
outstanding capital stock of Diamond Sports and Diamond Sports would become our
wholly-owned subsidiary.  Diamond Sports is a private family
entertainment company engaged in the business of professional minor league
baseball.
 
 We have
determined not to proceed with the Merger and have discontinued discussions with
Diamond Sports.
 
 The
Investor Note bore no interest and was for a term of 15 months
(“Maturity”).  We were to redeem the Investor Note and repay it 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 Note or (ii)
Maturity.  The Investor Note was 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 was to consist 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 Note (and upon exercise of the
related warrants) carried certain registration rights.
 
 Upon
closing of the Merger, we were to issue to the Investor for each dollar of
principal amount of the Investor Note: 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 Note prior to the Merger, the Investor was to retain the right to
receive the Bridge Warrants and the Bridge Shares.  The Bridge
Warrants and the Bridge Shares carried “piggyback” registration rights and
anti-dilution protection.  The Bridge Warrants provided for cashless
exercise in the event the shares of Common Stock underlying the Bridge Warrants
were not registered.
  5
  The
Investor Note was secured by all of the assets of Diamond Sports and its
affiliate, Diamond Concessions, LLC. This security interest was subordinated to
that of a certain bank providing a pre-existing credit facility to Diamond
Sports.  Three of the principal officer/director stockholders of
Diamond Sports pledged all of their shares of capital stock of Diamond Sports to
the Investor as security for the Registrant’s obligations under the Investor
Note.
 
 The
Bridge Note was unsecured, was for a term of 15 months from the initial closing
of the Bridge Financing, and bore no interest.  All obligations under
the Bridge Note were to be deemed repaid in full and canceled upon the closing
of the Merger.
 
 If we
defaulted under the Investor Note, the full principal amount of the Investor
Note at the Investor’s option, was to become immediately due and payable in
cash.  In addition, upon an event of default, the Investor Note was to
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, would 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 would
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
would continue until all defaults are cured.
 
 Subsequent
Event
  Effective
February 3, 2010, we assigned and delivered the Bridge Note to the Investor in
exchange for the Investor returning to us the Investor Note which we have
cancelled.  As part of this transaction, the Investor released us from
any and all obligations and claims relating to the Investor Note, including the
obligation to issue the Bridge Shares or Bridge Warrants.
  Employees
  As of
March 1, 2010 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.
  6
  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.
  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, 2009, 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
                    
                    
                    $
                    0.15February 27,
      2009
                    
                    $
                    0.15
                    
                    
                    $
                    0.15May 29,
      2009
                    
                    $
                    0.15
                    
                    
                    $
                    0.05August
       31, 2009
                    
                    $
                    0.0605
                    
                    
                    $
                    0.0605November
      30, 2009
                    
                    $
                    0.0605
                    
                    
                    $
                    0.0605
  
  (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.
  7
  Our
Common Stock is thinly traded and, thus, pricing of our Common Stock does not
necessarily represent its fair market value.
  Holders
  As of
March 1, 2010, we had 10,010,000 shares of our Common Stock issued and
outstanding held by five (5) shareholders of record.
  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 Note Offering of the
Investor Note.  The Note 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 Note was 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 Note Offering were paid to Gottbetter Capital
Markets, LLC, a registered broker-dealer.
  8
  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.
  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, 2009
 
 We are
still in our exploration stage and have generated no revenues to
date.
  We
incurred total expenses of $65,598 and $97,440 for the years ended November 30,
2009 and 2008, 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 $13,320
for the fiscal year ended November 30, 2008 to $50,142 for the fiscal year ended
November 30, 2009 and office expense decreased from $31,613 to $15,456 over
these same periods.  During the 2008 period, we also incurred
directors fees’ of $45,100, which represents the estimated fair value of
4,510,000 common shares granted to our sole director for services
rendered.
  Our net
loss for years ended November 30, 2009 and 2008 were $65,598 and $97,440,
respectively.
  We have
generated no revenues and our net operating loss from inception through November
30, 2009 was $179,039.
  Liquidity
and Capital Resources
 
 Our cash
and cash equivalents balance as of November 30, 2009 was $0.00.
  Note
Offering
  On
September 9, 2008 we closed the Note Offering of the Investor Note for gross
proceeds to us of $500,000. We used the proceeds of the Note Offering to
complete the Bridge Financing to FLB.
  9
  On
February 3, 2010, as a result of the abandonment of the Company’s planned Merger
with Diamond Sports, the Company and the Investor entered into a settlement
agreement whereby the note evidencing the Bridge Financing was assigned by the
Company to the Investor in full satisfaction of the Investor Note and all
obligations thereunder, including the Company’s contingent obligation to issue
Bridge Shares and Bridge Warrants to the Investor upon the closing of the
Merger.  The Company has no further obligations to the
Investor.
 
 Capital
Resources
 
 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 or
principal stockholders.  We have not made any decisions with respect
to such financing.  There can be no assurance that we will be
successful in obtaining additional funding in amounts or on terms acceptable to
us, if at all.If we are unable to raise funding as necessary,
we may not be able to proceed with our business plan.
 
 Our
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.
 
 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
 
 Disclosure
Controls and Procedures
 
 Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act of 1934 (the “Exchange
Act”) is accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.  Under the supervision and with the participation of our
management, including our Chief Executive Officer and interim Chief Financial
Officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, our Chief Executive and
Chief Financial Officer have concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this
report.
  10
  Management’s
Annual Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)).  Under the supervision and with the participation of our
senior management, consisting of David Rector, our chief executive officer and
chief financial officer, 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 Exchange Act as of the end of the period
covered by this 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 not effective because of
the identification of what might be deemed a material weakness in our internal
control over financial reporting which is identified below.
  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.  Based on this evaluation, our sole officer
concluded that, during the period covered by this annual report, our internal
controls over financial reporting were not operating effectively. Management did
not identify any material weaknesses in our internal control over financial
reporting as of November 30, 2009; however, it has identified the following
deficiencies that, when aggregated, may possibly be viewed as a material
weakness in our internal control over financial reporting as of that
date:
 
 1.
              We
      do not have an audit committee. While we are not currently obligated to
      have an audit committee, including a member who is an “audit committee
      financial expert,” as defined in Item 407 of Regulation S-K, under
      applicable regulations or listing standards; however, it is management’s
      view that such a committee is an important internal control over financial
      reporting, the lack of which may result in ineffective oversight in the
      establishment and monitoring of internal controls and
      procedures.
 
 2.
              We
      did not maintain proper segregation of duties for the preparation of our
      financial statements. We currently only have one officer overseeing all
      transactions. This has resulted in several deficiencies including the lack
      of control over preparation of financial statements, and proper
      application of accounting policies:
 
 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
  11
  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 year ended November 30, 2009 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
                              
                              62
                              
                              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.
  12




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 Li3 Energy, Inc. (formerly known as NanoDynamics
Holdings, Inc. and, before that, 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 Manager 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
      2007Li3
      Energy, Inc. OTCBB:LIEG)
              
              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.


13


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, 2009 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,
2009; (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, 2009; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended November 30, 2009 that received
annual compensation during the fiscal year ended November 30, 2009 in excess of
$100,000.


14





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
                                          
                                          2009
                                          
                                          
                                          6,000
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          6,000Executive
      Office
                                          
                                          2008
                                          
                                          
                                          1,000
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          0
                                          
                                          
                                          1,000




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 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, 2009 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.




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 March 1, 2010 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;


15





·
            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 March 1, 2010 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 March
      1, 2010.


16





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, AND DIRECTOR
      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
1, 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, 2009 and 2008 are set forth in the
table below.







For the
fiscal year ended November 30, 2009 we incurred aggregate fees and expenses of
$10,000 from GBH, CPAs, PC (“GBH”). Such fees were for the performance of the
annual audit for year ending November 30, 2009 and for the review of financial
statements for the quarter ended August 31, 2009. Also, GBH re-audited the
Company’s financial statements for the period from inception to November 30,
2008.





We
incurred aggregate fees and expenses of $3,500 from Moore & Associates
for work completed on the audit for the fiscal year ended November 30,
2008





Fee Category
                
                Fiscal year ended November 30, 2009
                
                
                Fiscal year ended November 30, 2008Audit
      fees (1)
                
                $
                10,000
                
                
                $
                3,500Audit-related
      fees (2)Tax
      fees (3)All
      other fees (4)Total
      fees
                
                $
                10,000
                
                
                $
                3,500


17





(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-Q 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.”





(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
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.





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)





18





Exhibit
                No.
              
              SEC Report
                Reference Number
              
              Description4.2
              
              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
              
              10.1
              
              2008
      Equity Incentive Plan (4)10.2
              
              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)10.5
              
              10.5
              
              Assignment
      of Promissory Note and Release dated as of February 3, 2009, by and
      between the Registrant and the Buyer of the Registrant’s
    Note14.1
              
              14.1
              
              Code
      of Ethics (4)21
              
              *
              
              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**




(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.


19


(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.




(4)
            Filed
      with the SEC on March 3, 2009 as an exhibit, numbered as indicated above,
      to the Registrant’s annual report (SEC File No. 333-140900) on Form 10-K
      for the fiscal year ended November 30, 2008, 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.





In
reviewing the agreements included as exhibits to this Annual Report on Form
10-K, please remember that they are included to provide you with information
regarding their terms and are not intended to provide any other factual or
disclosure information about the Company or the other parties to the agreements.
The agreements may contain representations and warranties by each of the parties
to the applicable agreement. These representations and warranties have been made
solely for the benefit of the parties to the applicable agreement
and:




•
              should
      not in all instances be treated as categorical statements of fact, but
      rather as a way of allocating the risk to one of the parties if those
      statements prove to be
inaccurate;





•
              have
      been qualified by disclosures that were made to the other party in
      connection with the negotiation of the applicable agreement, which
      disclosures are not necessarily reflected in the
  agreement;





•
              may
      apply standards of materiality in a way that is different from what may be
      viewed as material to you or other investors;
  and





•
              were
      made only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and are subject to more recent
      developments.





Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Annual Report on
Form 10-K and the Company’s other public filings, which are available without
charge through the SEC’s website at http://www.sec.gov.


20





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:  March
      1, 2010
              
              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
              
              March
      1, 2010David
      Rector


21





PART
IV – FINANCIAL INFORMATION




ITEM
15.       FINANCIAL STATEMENTS


PageReport
      of Independent Registered Public Accounting Firm
                F-2Balance
      Sheets as of November 30, 2009 and 2008
                F-3Statements
      of Operations for the years ended November 30, 2009 and
    2008
                F-4Statements
      of Stockholders’ Equity (Deficit) for the period from May 3, 2006 to
      November 30, 2009
                F-5Statements
      of Cash Flows for the years ended November 30, 2009 and
    2008
                F-6Notes
      to Financial Statements
                F-7 – F-15


F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


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


(An
Exploration Stage Company)


New
York, New York





We have
audited the accompanying balance sheets of Federal Sports and Entertainment,
Inc. (fka Rite Time Mining, Inc.) (An Exploration Stage Company) as of November
30, 2009 and 2008, and the related statements of operations, stockholders’
equity (deficit) and cash flows for the years ended November 30, 2009, 2008 and
since inception on May 3, 2006 to November 30, 2009. 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.  The financial statements for the period from May 3, 2006
(inception) to November 30, 2007 were audited by other auditors and our opinion,
insofar as it relates to cumulative amounts included for such prior periods, is
based solely on the reports of such other auditors.





We
conducted 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.  The
Company is not required, to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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.) (An Exploration Stage Company) as of
November 30, 2009 and 2008, and the related statements of operations,
stockholders’ equity (deficit) and cash flows for the years ended November 30,
2009 and 2008 and since inception on May 3, 2006 to November 30, 2009, 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 3 to the
financial statements, the Company has suffered recurring losses from operations
and has an accumulated deficit of $179,039, which raises substantial doubt about
its ability to continue as a going concern.  Management’s plans
concerning these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/
      GBH CPAs, PCwww.gbhcpas.comHouston,
      TexasMarch
      1,  2010


F-2


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


(AN
EXPLORATION STAGE COMPANY)


Balance
Sheets





As of
                                          
                                          
                                          As ofNovember 30,
                                          
                                          
                                          November 30,2009
                                          
                                          
                                          2008(Restated)ASSETSCurrent
      AssetsCash
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Deferred
      Financing Cost
                                          
                                          
                                          3,223
                                          
                                          
                                          
                                          132,153Prepaid
      Retainer
                                          
                                          
                                          2,500
                                          
                                          
                                          
                                          -Note
      receivable, net of discount of $3,223
                                          
                                          
                                          496,777
                                          
                                          
                                          
                                          -Total
      Current Assets
                                          
                                          
                                          502,500
                                          
                                          
                                          
                                          132,153Long
      Term AssetsNote
      receivable, net of discount of $132,153
                                          
                                          
                                          -
                                          
                                          
                                          
                                          367,847Total
      Long Term Assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          367,847Fixed
      Assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Total
      Fixed AssetsTotal
      Assets
                                          
                                          $
                                          502,500
                                          
                                          
                                          $
                                          500,000LIABILITIESCurrent
      LiabilitiesAccounts
      Payable
                                          
                                          
                                          14,534
                                          
                                          
                                          
                                          6,842Accounts
      Payable - related party
                                          
                                          
                                          7,000
                                          
                                          
                                          
                                          -Advances
      from Shareholder
                                          
                                          
                                          82,405
                                          
                                          
                                          
                                          28,999Convertible
      Note Payable
                                          
                                          
                                          500,000
                                          
                                          
                                          
                                          500,000Total
      Current Liabilities
                                          
                                          $
                                          603,939
                                          
                                          
                                          $
                                          535,841Long
      term Liabilities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Total
      Liabilities
                                          
                                          
                                          603,939
                                          
                                          
                                          
                                          535,841STOCKHOLDERS’
      EQUITY10,000,000
      Preferred Shares authorized at $0.001 par value. Zero Preferred Shares
      Issued and outstanding 300,000,000
                                            Common
      Shares authorized at $0.001 par value
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -10,010,000
      and10,010,000common shares
      issued and outstanding as of 11/30/09 and 11/30/08,
      respectively
                                          
                                          
                                          10,010
                                          
                                          
                                          
                                          10,010Additional
      Paid in Capital
                                          
                                          
                                          67,590
                                          
                                          
                                          
                                          67,590Accumulated
      Deficit during Exploration Stage
                                          
                                          
                                          (179,039
                                          )
                                          
                                          
                                          (113,441
                                          )Total
      Stockholders Equity
                                          
                                          
                                          (101,439
                                          )
                                          
                                          
                                          (35,841
                                          )TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                                          
                                          $
                                          502,500
                                          
                                          
                                          $
                                          500,000





The
accompanying notes are an integral


part of
these financial statements.


F-3


FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 Statements
of Operations
 
 From May 3, 2006(Inception)
                    ThroughYear Ended
                  
                  
                  Year Ended
                  
                  
                  Current periodNovember 30,
                  
                  
                  November 30,
                  
                  
                  ended2009
                  
                  
                  2008
                  
                  
                  November 30, 2009(Restated)Revenue
                  
                  $
                  -
                  
                  
                  $
                  
                  
                  
                  $
                  -ExpensesAccounting
      & Legal Fees
                  
                  
                  50,142
                  
                  
                  
                  13,320
                  
                  
                  
                  68,562Bank
      Service Charge
                  
                  
                  -
                  
                  
                  
                  25
                  
                  
                  
                  180Incorporation
                  
                  
                  -
                  
                  
                  
                  4,627
                  
                  
                  
                  5,477Director
      Fees
                  
                  
                  -
                  
                  
                  
                  45,100
                  
                  
                  
                  45,100Licenses
      and Permits
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200Mineral
      Expenditures
                  
                  
                  -
                  
                  
                  
                  2,500
                  
                  
                  
                  6,750Office
      Expense
                  
                  
                  15,456
                  
                  
                  
                  31,613
                  
                  
                  
                  49,314Professional
      Fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  850Transfer
      Agent fees
                  
                  
                  -
                  
                  
                  
                  255
                  
                  
                  
                  1,196Total
      Expenses
                  
                  
                  65,598
                  
                  
                  
                  97,440
                  
                  
                  
                  177,629Other
      Income (expenses)Impairment
      Loss(Mineral
      Claims)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,410Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Interest
      Income
                  
                  
                  128,930
                  
                  
                  
                  29,009
                  
                  
                  
                  157,939Interest
      Expense
                  
                  
                  (128,930
                  )
                  
                  
                  (29,009
                  )
                  
                  
                  (157,939
                  )Net
      Income (Loss)
                  
                  $
                  (65,598
                  )
                  
                  $
                  (97,440
                  )
                  
                  $
                  (179,039
                  )Basic
      & Diluted (Loss) per Share
                  
                  $
                  (0.01
                  )
                  
                  
                  (0.01
                  )Weighted
      Average Number of Shares – basic and diluted
                  
                  
                  10,010,000
                  
                  
                  
                  8,529,973
 
 The
accompanying notes are an integral
 part of
these financial statements.
  F-4
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 Statement
of Stockholders Equity
 From
Inception May 3, 2006 to November 30, 2009
  DeficitAccumulatedAdditional
                                        
                                        
                                        DuringPreferred Stock
                                        
                                        
                                        Common Stock
                                        
                                        
                                        Paid in
                                        
                                        
                                        Exploration
                                        
                                        
                                        TotalShares
                                        
                                        Amount
                                        
                                        
                                        Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        Stage
                                        
                                        
                                        EquityBalance
      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 year 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
                                        
                                        
                                        $
                                        40,590
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        45,100Net
      (Loss) for the year ending November 30, 2008
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        (97,440
                                        )
                                        
                                        $
                                        (97,440
                                        )Balance,
      November 30, 2008 (Restated)
                                        
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        10,010,000
                                        
                                        
                                        $
                                        10,010
                                        
                                        
                                        $
                                        67,590
                                        
                                        
                                        $
                                        (113,441
                                        )
                                        
                                        $
                                        (35,841
                                        )Net
      (Loss) for the year ending November 30, 2009
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        (65,598
                                        )
                                        
                                        $
                                        (65,598
                                        )Balance,
      November 30, 2009
                                        
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        10,010,000
                                        
                                        
                                        $
                                        10,010
                                        
                                        
                                        $
                                        67,590
                                        
                                        
                                        $
                                        (179,039
                                        )
                                        
                                        $
                                        (101,439
                                        )
 
 The
accompanying notes are an integral
 part of
these financial statements.
  F-5
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 Statements
of Cash Flows
 
 Year
                          
                          
                          Year
                          
                          
                          From May 3, 2006Ended
                          
                          
                          Ended
                          
                          
                          (Inception) ThroughNovember 30, 2009
                          
                          
                          November 30, 2008
                          
                          
                          November 30, 2009(Restated)Operating ActivitiesNet
      Loss
                          
                          $
                          (65,598
                          )
                          
                          $
                          (97,440
                          )
                          
                          $
                          (179,039
                          )Amortization
      of deferred financing cost
                          
                          
                          128,930
                          
                          
                          
                          29,009
                          
                          
                          
                          99,921Stock
      based compensation
                          
                          
                          -
                          
                          
                          
                          45,100
                          
                          
                          
                          45,100Accretion
      of discount on note receivable
                          
                          
                          (128,930
                          )
                          
                          
                          (29,009
                          )
                          
                          
                          (99,921
                          )Change
      in operating assets and liabilities:Increase
      (decrease) in accounts payable
                          
                          
                          7,692
                          
                          
                          
                          6,842
                          
                          
                          
                          14,534Increase
      (decrease) in accounts payable – related party
                          
                          
                          7,000
                          
                          
                          
                          -
                          
                          
                          
                          7,000(Increase)
      decrease in accounts receivable/retainer
                          
                          
                          (2,500
                          )
                          
                          
                          -
                          
                          
                          
                          (2,500
                          )Net
      Cash used in Operating Activities
                          
                          
                          (53,406
                          )
                          
                          
                          (45,498
                          )
                          
                          
                          (114,905
                          )Investing ActivitiesIssuance
      of note receivable
                          
                          
                          -
                          
                          
                          
                          (338,838
                          )
                          
                          
                          (338,838
                          )Net
      Cash used in Investing Activities
                          
                          
                          -
                          
                          
                          
                          (338,838
                          )
                          
                          
                          (338,838
                          )Net
      Cash after Operatingand
      Investing Activities
                          
                          $
                          -
                          
                          
                          $
                          (384,336
                          )
                          
                          $
                          (453,743
                          )Financing ActivitiesProceeds
      from issuance of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          32,500Payments
      on Loan From Director
                          
                          
                          -
                          
                          
                          
                          (5,000
                          )
                          
                          
                          -Advance
      from shareholder
                          
                          
                          53,406
                          
                          
                          
                          28,999
                          
                          
                          
                          82,405Borrowings
      on debt, net of costs
                          
                          
                          -
                          
                          
                          
                          338,838
                          
                          
                          
                          338,838Net
      Cash from Financing Activities
                          
                          
                          53,406
                          
                          
                          
                          362,837
                          
                          
                          
                          453,743Decrease
      in Cash
                          
                          
                          -
                          
                          
                          
                          (21,499
                          )
                          
                          
                          -Cash
      at Beginning of Period
                          
                          
                          -
                          
                          
                          
                          21,499
                          
                          
                          
                          -Cash
      at End of Period
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Supplemental
      Disclosure of Cash Flow InformationCash
      paid for:Interest
      Expense
                          
                          $
                          -
                          
                          
                          $
                          -Income
      Taxes
                          
                          $
                          -
                          
                          
                          $
                          -Noncash
      investing and financing activity:Discount
      recorded on Note Receivable
                          
                          $
                          -
                          
                          
                          $
                          161,162
 
 The
accompanying notes are an integral
 part of
these financial statements.
  F-6
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
 
 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
financial statements and accompanying notes are prepared in accordance with
accounting principles generally accepted in the United States of
America.
 
 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. Actual results could differ from these estimates.
 
 Reclassifications
 
 Certain
amounts in prior periods have been reclassified to conform to current period
presentation.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly liquid short-term investments purchased with an
original maturity of three months or less to be cash equivalents. These
investments are carried at cost, which approximates fair value.
  F-7
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
 
 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 FASB ASC 740 – Income
Taxes, (formerly Statement of Financial Accounting Standards (FAS) No. 109,
"Accounting for Income Taxes"). 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.
 
 Fair Value of Financial
Instruments
 
 FASB ASC
825 – Financial Instruments (Formerly FAS 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 notes receivable and payable.  The
Company believes the carrying value of these financial instruments approximates
fair value given their short term nature.
 
 Per Share
Information
 
 Basic net
earnings (loss) per common share are computed by dividing net earnings (loss)
available to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted net earnings (loss) per common share is
determined using the weighted-average number of common shares outstanding during
the period, adjusted for the dilutive effect of common stock equivalents. In
periods when losses are reported, the weighted-average number of common shares
outstanding excludes common stock equivalents, because their inclusion would be
anti-dilutive.  The Company did not have any common stock equivalents
outstanding during 2009 or 2008.
  F-8
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
 
 NOTE 3 – 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 currently has no revenue from operations. 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 $179,039 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 uncertainty about the Company’s ability to successfully resolve
these factors raises substantial doubt about the Company's ability to continue
as a going concern. The financial statements of the Company do not include any
adjustments that may result from the outcome of these aforementioned
uncertainties.
 
 NOTE 4 - PROVISION FOR
INCOME TAXES
 
 For the
years ending November 30, 2009 and 2008, and the period from May 3, 2006
(inception) through November 30, 2009, the Company had no significant current or
deferred income tax expense.
 
 At
November 30, 2009, the Company has approximately $61,000 of unrecognized tax
benefits, the large majority of which relates to net operating loss
carryforwards.  We have provided a full valuation allowance due to
uncertainty regarding the realizability of these tax assets.
 
 NOTE 5 - COMMITMENTS AND
CONTINGENCIES
 
 Litigation
 
 The
Company is not presently involved in any litigation.
 
 NOTE 6 – 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-9
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
 
 All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2013.
 
 NOTE 7 – RECENT ACCOUNTING
PRONOUNCEMENTS
 
 Recently Implemented
Standards
 
 ASC 105,
“Generally Accepted Accounting
Principles” (ASC 105) (formerly Statement of Financial Accounting
Standards No. 168, “The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles a replacement of FASB Statement No. 162)”
reorganized by topic existing accounting and reporting guidance issued by the
Financial Accounting Standards Board ("FASB") into a single source of
authoritative generally accepted accounting principles ("GAAP") to be applied by
nongovernmental entities. All guidance contained in the Accounting Standards
Codification ("ASC") carries an equal level of authority. Rules and interpretive
releases of the Securities and Exchange Commission ("SEC") under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. Accordingly, all other accounting literature will be deemed
"non-authoritative". ASC 105 is effective on a prospective basis for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company has implemented the guidance included in ASC 105 as of July 1,
2009. The implementation of this guidance changed the Company's references to
GAAP authoritative guidance but did not impact the Company's financial position
or results of operations.
 
 ASC 855,
“Subsequent Events”
(ASC 855) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes
guidance that was issued by the FASB in May 2009, and is consistent with current
auditing standards in defining a subsequent event. Additionally, the guidance
provides for disclosure regarding the existence and timing of a company's
evaluation of its subsequent events. ASC 855 defines two types of subsequent
events, "recognized" and "non-recognized". Recognized subsequent events provide
additional evidence about conditions that existed at the date of the balance
sheet and are required to be reflected in the financial statements.
Non-recognized subsequent events provide evidence about conditions that did not
exist at the date of the balance sheet but arose after that date and, therefore;
are not required to be reflected in the financial statements. However, certain
non-recognized subsequent events may require disclosure to prevent the financial
statements from being misleading. This guidance was effective prospectively for
interim or annual financial periods ending after June 15, 2009. The Company
implemented the guidance included in ASC 855 as of April 1, 2009. The effect of
implementing this guidance was not material to the Company's financial position
or results of operations.
  F-10
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
 
 In
August 2009, the FASB issued Accounting Standards Update No. 2009-05,
“Measuring Liabilities at Fair
Value,” (ASU 2009-05). ASU 2009-05 provides guidance on measuring the
fair value of liabilities and is effective for the first interim or annual
reporting period beginning after its issuance. The Company’s adoption of ASU
2009-05 did not have an effect on its disclosure of the fair value of its
liabilities.
 
 Recently Issued
Standards
 
 Recently
issued standards are not expected to have a material impact on the Company’s
financial positions or results of operations.
 
 NOTE 8 – RELATED PARTY
TRANSACTIONS
 
 Advances from
Shareholder
  At
November 30, 2009, the Company had been advanced $82,000 by a shareholder to
cover operating expenses.  These advances are noninterest bearing and
payable on demand.
  Accounts Payable – Related
Party
  At
November 30, 2009, the Company owed $7,000 to its CEO for services rendered to
the Company as its sole officer and director.
 
 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 net
proceeds of $338,838 in bridge financing to Diamond Sports (“Bridge Financing”)
in connection with a contemplated merger between the Company and Diamond Sports
(the “Merger”), and to assist Diamond Sports in meeting its working capital
requirements. The Bridge Financing is evidenced by an Unsecured Bridge Loan
Promissory Note (Bridge Note) in the amount of $500,000 from Diamond Sports to
the Company (the “Bridge Note”).  The Bridge Note is unsecured, has a
term of 15 months from the initial closing of the Bridge Financing (unless
extended by mutual agreement of the parties), and is noninterest
bearing.  In the event of a default under the terms of the SPA,
interest accrues at 15%.  All obligations under the Bridge Note will
be deemed repaid in full and canceled upon the closing of the
Merger.  At maturity, Diamond Sports will be required to remit
$500,000 to the Company.
 
 The
Company recorded the Bridge Note at the initial advance amount and will accrete
the note receivable to the face amount over the note’s term.  Interest
income recognized during 2009 and 2008 was $128,930 and $29,009,
respectively.  The implicit interest rate is 32%.
  See Note
12 for further information regarding the Bridge Note.
  F-11
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
 
 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 was to be repaid in full on or
before December 8, 2009, unless the Promissory Note is converted or redeemed
before such date.  The Promissory Note is secured by all of the assets of
Diamond Sports and its affiliate, Diamond Concessions, LLC. This security
interest was subordinated to that of a certain bank providing a pre-existing
credit facility to Diamond Sports.  Three of the principal
officer/director stockholders of Diamond Sports pledged all of their shares of
capital stock of Diamond Sports to John Thomas B.O.F. as security for the
Company’s obligations under the Promissory
Note.     The Promissory 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 upon the closing of the merger of
the Company with Diamond Sports.  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.
 
 Upon
closing of the merger with Diamond Sports and in addition to the option to
convert the Promissory Note into shares of the Company’s stock and warrants,
John Thomas B.O.F. is also entitled to receive 500,000 Bridge Shares and 500,000
Bridge Warrants.  The Bridge Warrants will have an exercise price of
$2.00 per share and an exercise period of 5 years.
   The
Company paid $161,162 in fees related to the Promissory Note ($146,162 of which
was paid to a shareholder or affiliates of the shareholder), which has been
capitalized as deferred financing costs to be amortized over the term of the
Promissory Note.
  See Note
12 for further information regarding this Promissory Note.
 
 NOTE 11 – STOCKHODLERS’
EQUITY
 
 Effective
May 8, 2008, our Board of Directors approved a forward stock split in the form
of a dividend, as a result of which each share of our Common Stock then issued
and outstanding converted into two shares of our Common Stock.  All
share and per share amounts have been retroactively restated for all periods
presented to account for this forward stock split.
 
 The
stockholders’ equity section of the Company contains the following classes of
capital stock as of November 30, 2009:
  ·
              Preferred
      stock, $.0.001 par value: 10,000,000 shares authorized, zero shares issued
      and outstanding.  Rights and preferences can be determined by
      the Company’s Board of Directors,
and
  F-12
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
  ·
              Common
      stock, $0.001 par value: 300,000,000 shares authorized and 10,010,000
      shares issued and outstanding.
  Transactions,
other than employees’ stock issuance, are in accordance with FAS ASC 718 – Stock
Compensation (formerly SFAS No. 123R). Issuances are 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
  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.  The shares were valued at $0.01 per share for a total of
$45,100.
  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.
  F-13
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
  2008
Equity Incentive Plan
 
 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
our Common Stock for issuance under the 2008 Plan. The number of shares of Company Common
Stockavailable for
issuance under the 2008 Planwill 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. We have not granted any awards under the
2008 Plan.
 
 NOTE 12 – SUBSEQUENT
EVENTS
 
 On
February 3, 2010, as a result of the abandonment of the Company’s planned merger
with Diamond Sports, the Company and John Thomas B.O.F. entered into a
settlement agreement whereby the Bridge Note was assigned by the Company to John
Thomas B.O.F. in full satisfaction of the Promissory Note and the extinguishment
of all obligations thereunder, including the Company’s contingent obligation to
issue Bridge Shares and Bridge Warrants to John Thomas B.O.F. upon the closing
of a merger.  The Company has no further obligations to John Thomas
B.O.F.
 
 The
Company evaluated all subsequent events through March 1, 2010, and no other
significant subsequent events requiring disclosure were identified.
 
 NOTE 13 –
RESTATED FINANCIAL STATEMENTS
 
 This
Annual Report on Form 10-K for the year ended November 30, 2009 of Federal
Sports & Entertainment, Inc. ("the Company") includes the re-audited
financial statements of the Company for the year ended November 30,
2008.  On August 27, 2009, the PCAOB revoked the registration of the
Company’s prior auditors Moore & Associates Chartered. The Company was
notified by the SEC that a due to the revocation, a re-audit of the Company’s
financial statements for the year ended November 30, 2008 would be
required.
 
 The
Company has identified material errors in its previously issued financial
statements.  These misstatements require that the financial statements
for the fiscal year ended November 30, 2008 be restated.
 
 Below is
a summary of the changes made to the financial statements previously filed for
the period ended November 30, 2008:
  F-14
  FEDERAL
SPORTS & ENTERTAINMENT, INC. FKA RITE TIME MINING CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2009
 November 30, 2008
                          
                          As Originally
                            Reported
                          
                          
                          Adjustments
                          
                          
                          As RestatedNote
      Receivable
                          
                          
                          500,000
                          
                          
                          
                          (132,153
                          )   [1]
                          
                          
                          367,847Other
      current assets
                          
                          
                          -
                          
                          
                          
                          132,153
                          [2]
                          
                          
                          132,153Accounts
      payable
                          
                          
                          (28,999
                          )
                          
                          
                          22,157
                          [4]
                            [5]
                          
                          
                          (6,843
                          )Advances
      from Shareholder
                          
                          
                          -
                          
                          
                          
                          (28,999
                          )   [4]
                          
                          
                          (28,999
                          )Convertible
      Note payable
                          
                          
                          (500,000
                          )
                          
                          
                          
                          
                          
                          
                          (500,000
                          )Preferred
      stock
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          -Common
      stock
                          
                          
                          (10,010
                          )
                          
                          
                          
                          
                          
                          
                          (10,010
                          )Additional
      paid-in capital
                          
                          
                          (22,490
                          )
                          
                          
                          45,100
                          [3]
                          
                          
                          (67,590
                          )Accumulated
      Deficit during development stage
                          
                          
                          61,499
                          
                          
                          
                          51,942
                          [3][5]
                          
                          
                          113,441
 
 TWELVE MONTHS ENDEDNovember 30, 2008
                                                      
                                                      As Originally
                                                        Reported
                                                      
                                                      
                                                      Adjustments
                                                      
                                                      
                                                      As RestatedAccounting
      and legal fees
                                                      
                                                      
                                                      13,320
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      13,320Bank
      Service Charge
                                                      
                                                      
                                                      25
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      25Director
      Fees
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      45,100
                                                      [3]
                                                      
                                                      
                                                      45,100Incorporation
                                                      
                                                      
                                                      4,627
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      4,627Mineral
      Expenditures
                                                      
                                                      
                                                      2,500
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,500Office
      Expense
                                                      
                                                      
                                                      24,771
                                                      
                                                      
                                                      
                                                      6,842
                                                      [5]
                                                      
                                                      
                                                      31,613Transfer
      Agent Fees
                                                      
                                                      
                                                      255
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      255Interest
      Income
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (29,009
                                                      )    [1]
                                                      
                                                      
                                                      (29,009
                                                      )Interest
      Expense
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      29,009
                                                      [2]
                                                      
                                                      
                                                      29,009Provision
      for income taxes
                                                      
                                                      
                                                      -Net
      Loss
                                                      
                                                      
                                                      45,498
                                                      
                                                      
                                                      
                                                      51,942
                                                      
                                                      
                                                      
                                                      97,440Net
      loss per common share
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.01
                                                      )    [6]
                                                      
                                                      $
                                                      (0.01
                                                      )Weight
      average common shares outstanding
                                                      
                                                      
                                                      8,494,344
                                                      
                                                      
                                                      
                                                      35,629
                                                      [6]
                                                      
                                                      
                                                      8,529,973
 
 Adjustment
Entry Description for December 31, 2008
 [1]
              To
      record note receivable at net amount advanced and related accretion
      through November 30, 2008.
 [2]
              To
      record deferred financing costs incurred in connection with the Note
      Payable and related amortization.
 [3]
              To
      record issuance of shares to director at $0.01 per share and related
      compensation expense.
 [4]
              To
      reclassify amounts paid on behalf of the company by a significant
      shareholder.
 [5]
              To
      record office expense incurred during fiscal year
  2008.
 [6]
              To
      record the effect on EPS of adjusted
amounts
  F-15