EXHIBIT 21.1
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                                  SUBSIDIARIES

         1.       Videolocity, Inc.

                  A 100% owned subsidiary,  formed in the State of Nevada in May
                  26,  2000  as  Moviesonline,   Inc.,   changing  its  name  to
                  Videolocity, Inc. on November 14, 2001

         2.        Videolocity Technologies, Inc.

                  A 100%  owned  subsidiary,  formed  in the  State of Nevada on
                  February 26, 2001.

         3.       Hospitality Concierge, Inc.

                  A 100% owned subsidiary,  formed in the State of Nevada on May
                  31, 2002.

         4.       Healthcare Concierge, Inc.

                  A 94% owned  subsidiary,  formed on  February  14, 2001 in the
                  State of Nevada as Videolocity Direct, Inc., changing its name
                  to Healthcare Concierge, Inc. on December 31, 2001.

         5.       Videolocity Direct, Inc.

                  A 100%  owned  subsidiary,  formed  in the  State of Nevada on
                  April 30, 2002.

         6.       5th Digit Technologies, LLC

                  A wholly  owned  subsidiary,  created  as a limited  liability
                  company in the State of New York on October 6, 2000.