Federal Sports & Entertainment, Inc. - Current report filing (8-K)
19 4월 2008 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported)
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April
18, 2008
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Federal
Sports & Entertainment, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-1375596
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20-4856983
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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47395
Monroe St. #274 Indio, CA
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92201
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(Address
of principal executive offices)
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(Zip
Code)
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(760)
413-8976
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(Registrant’s
telephone number, including area code)
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Rite
Time Mining, Inc.
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities
On
April
10, 2008, we issued 2,255,000 fully paid and non-assessable share of our common
stock, $0.001 par value per share, to Ms. Linda Farrell, our President and
Sole
Director, for services rendered by her to us. This issuance of shares to Ms.
Farrell was exempt from the registration requirements of the Securities Act
of
1933, as amended (the “Act”), pursuant to Section 4(2) of the Act as a
transaction not involving a public offering. The certificate evidencing the
shares bears a legend restricting its transfer. Ms. Linda Farrell owns an
additional 1,500,000 shares of our common stock.
Item
8.01
Other
Information
On
April
14, 2008, we filed Amended and Restated Articles of Incorporation (the “Restated
Articles”) with the Secretary of State of the State of Nevada which, among other
things, (i) changed our name from Rite Time Mining, Inc. to Federal Sports
&
Entertainment, Inc. and (ii) increased our 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.
On
April
11, 2008, stockholders representing 75.025% of our issued and outstanding
capital stock executed a written consent in lieu of a meeting and approved
the
Restated Articles.
The
director and stockholders approved the creation of our 2008 Equity Incentive
Plan (the “2008 Plan”) on April 15, 2008. The 2008 Plan provides for the
issuance of both nonstatutory and incentive stock options and other awards
to
acquire up to 2,000,000 shares (calculated on a post forward stock split basis,
as described below) of our common stock.
On
April
11, 2008, our Board of Directors approved a 2 for 1 forward stock split in
the
form of a dividend. The record date for the stock dividend is April 25, 2008,
and the payment date is April 28, 2008.
(c)
Exhibits:
Exhibit No.
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Exhibit
Description
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3.1
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Amended
and Restated Articles of
Incorporation
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Federal
Sports & Entertainment, Inc.
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Date:
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April
18, 2008
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By:
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/s/
Linda Farrell
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Linda
Farrell, President
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RTCore (CE) (USOTC:RTME)
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