SUBSIDIARIES

Ultimate Sports Group has two subsidiaries
Reverse-Take-Over Investments Plc (RTI) and Pantheon Leisure Plc.

RTI, a wholly owned subsidiary, specialises in creating shell companies which are used to make substantial acquisitions with a view to obtaining a public quotation for the shell.

Pantheon Leisure Plc, which joined AIM in September 2005, was established to take advantage of opportunities in the sports and leisure sectors.

Ultimate Sports Group holds 75m shares or 85.87% interest in Pantheon. Ultimate Sports Group also holds 3,500,000 warrants in the Company.