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                                  Exhibit 21.1

21.1   blaxxun interactive AG, a company organized under the laws of
       Germany, is a wholly-owned subsidiary of the Registrant.

21.2   Cybertown, Inc. a corporation formed under the laws of Delaware, is a
       wholly-owned subsidiary of the Registrant.

21.3   SoccerCity -- Verwaltungsgesellschaft mbH, a company organized under the
       laws of Germany, is a wholly owned subsidiary of blaxxun interactive AG,
       which is a wholly owned subsidiary of the Registrant.

21.4   SoccerCity GmbH & Co. KG, a company organized under the laws of Germany,
       is a wholly owned subsidiary of blaxxun interactive AG, which is a wholly
       owned subsidiary of the Registrant.

21.5   Lernland Verwaltungsgesellschaft mbH, a company organized under the laws
       of Germany, is a 50% owned subsidiary of blaxxun interactive AG which is
       a wholly owned subsidiary of the Registrant.

21.6   Lernland GmbH & Co. KG, a company organized under the laws of Germany,
       is a 50% owned subsidiary of blaxxun interactive AG which is a wholly
       owned subsidiary of the Registrant.