As filed with the Securities and Exchange Commission on June 1, 2012
Registration No. 333-179280

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 2

TO THE  

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ultimate Novelty Sports Inc. 

 (Exact name of Registrant as specified in its charter)

                                           Nevada                                           

 (State or other jurisdiction of incorporation or organization)

                                       8742                                        

 (Primary Standard Industrial Classification Code Number)

                  45-4267181                          

 (I.R.S. Employer Identification Number)

  #245 - 371 Front Street West, Toronto, ON M5V 3S8; Phone: (647) 864-2684 

 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Larissa Zabelina, C.E.O.

  #245 - 371 Front Street West, Toronto, ON M5V 3S8; Phone: (647) 864-2684 

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

 As soon as practicable after the effective date of this registration statement

 (Approximate date of commencement of the proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  [x]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer [  ]                                                                                                 Accelerated Filer[  ]

 Non-Accelerated Filer  [  ](Do not check if a smaller reporting company)                Smaller Reporting Company    [x]

[1] Estimated solely for purposes of calculating the registration fee under Rule 457.

The Registrant hereby amends this Regist­­ration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated June___, 2012

PROSPECTUS

 ULTIMATE NOVELTY SPORTS INC.

SHARES OF COMMON STOCK

3,500,000 Minimum - 35,000,000 Maximum

Before this Offering, there has been no public market for our common stock.  In the event that we sell at least the minimum number of shares in this Offering, of which there is no assurance, we intend to have our shares of common stock quoted on the Over-the-Counter Bulletin Board operated by OTC Markets Group, Inc.  There is no assurance that our shares will ever be quoted on the Over-the-Counter Bulletin Board.

We are offering a minimum of 3,500,000 and a maximum of 35,000,000 shares of our common stock in a direct public offering, without any involvement of underwriters or broker-dealers.  The offering price is $0.01 per share. We will not sell any shares of our common stock unless we raise a minimum of $35,000 in subscription proceeds from persons not affiliated with us within 270 days from the effectiveness date of this prospectus. Pending satisfaction of the minimum offering amount, all subscription funds will be placed in a separate bank account. There is no escrow, trust or similar account in which your subscription will be deposited.  The bank account is merely a separate non-interest bearing current account under our control where we have segregated your funds.  As a result, creditors could attach the funds.  Only Larissa Zabelina, our Chief Executive Officer, and Elena Mochkina, our Chief Financial Officer, will have the power to authorize a release of funds from this account upon completion of this offering. Our officers and directors will not use the subscription proceeds prior to satisfaction of the minimum and issuance of the shares for working capital, collateral for company borrowings or other purposes. You will not have the right to withdraw your funds during the offering. You will only receive your funds back if we do not raise the minimum amount of the offering within 270 days and no creditors attach the funds.  The funds will be maintained in the separate bank account until we receive a minimum of $35,000, at which time we will begin to issue shares pursuant to the subscription agreements. We will remove the funds from the separate account and use the same as set forth in the Use of Proceeds section of this prospectus.  If we do not raise at least $35,000 in subscription proceeds within 270 days of the effectiveness date of this prospectus we will return your funds to you in the form a cashier’s check sent by Federal Express on the 271st day and we will stop selling our shares. No shares will be issued if the minimum amount is not reached. As a result, investors bear the risk of investing without enjoying any benefits of share ownership. If we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding and you could lose your investment, even if we fail to raise the minimum amount in this offering.  Further, if we file a voluntary bankruptcy petition or our creditors file an involuntary bankruptcy petition, our assets will be seized by the bankruptcy trustee, including your subscription, and used to pay our creditors. If that happens, you would be treated in a bankruptcy as unsecured creditors and thus would have a claim against the bankruptcy estate that was pari passu with other unsecured creditors. As a result, you may lose your investment, even if we fail to raise the minimum amount in this offering.  There is no assurance that your funds will be returned to you if the minimum offering is not reached.  Any funds received by us thereafter will be immediately used by us.

Our common stock will be sold on our behalf by Larissa Zabelina and Elena Mochkina, our Directors. Our Directors will not receive any commissions or proceeds from the offering for selling shares on our behalf. If we raise only the minimum amount of proceeds from this offering we will have limited funds available to build and grow our business. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities.  We may also rely on loans from our Directors; however, there are no assurances that our Directors will provide us with any additional funds. Currently, we do not have any arrangements for additional financing.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.

Investing in our common stock involves risks.  See "Risk Factors" starting on page 8.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus.  Any representation to the contrary is a criminal offense.

The date of this Prospectus is June 1, 2012.

PROSPECTUS SUMMARY

 The following summary highlights selected information contained in this Prospectus.  This summary does not contain all the information that may be important to you.  You should read the more detailed information contained in this Prospectus, including but not limited to, the risk factors beginning on page 8. In addition, certain statements are forward-looking statements, which involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements.”

References in this Prospectus to “Ultimate Novelty Sports”, “Company”, “we”, “our”, or “us” refer to Ultimate Novelty Sports Inc. and its subsidiary, on a consolidated basis, unless otherwise indicated or the context otherwise requires.

Forward-Looking Statements

This Prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results may differ   materially   from those   anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this Prospectus.

Our Company

We were formed on April 23, 2010. Ultimate Novelty Sports Inc. is a provider of services to the athletic facility industry. We offer a full range of consulting services, including start-up strategy development, membership pricing and management, operational analysis, marketing and public relations and staff training. Our customers include health clubs, independent fitness centers, athletic clubs, corporate fitness centers and start up gyms. We provide on-going consultation services, as well as seminars and specialized packages of services for our clients.  

Operating an athletic facility such as a commercial gym, health club or an independent fitness center is increasingly more difficult with new competitors entering the market and consolidation in the industry. We guide our clients to achieve profitability and higher profit margins in their operations.

We generate revenue from sales of consulting services. We acquire customers through referrals and our primary website, www.UltimateNoveltySports.com, which outlines our service offerings.

On May 6, 2010 we have incorporated a wholly owned (ownership interest – 100%) subsidiary Ultimate Novelty Sports Inc. (Canada). Our audited consolidated financial statements for the years ended March 31, 2012, and 2011 included in this Prospectus, include the accounts of our subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation.

We have commenced our operations during the year ended March 31, 2011. As of March 31, 2012 we have generated $23,431 in revenues and have incurred $62,615 in operating costs since our inception on April 23, 2010. To date we have relied upon revenues from our operations and sale of our securities in unregistered private placement transactions to fund our operations.  We are a development stage company with a limited operating history. Accordingly, for the foreseeable future, we will continue to be dependent on revenues from operations and additional financing in order to maintain our operations and continue with our corporate activities. 

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This offering and any investment in our common stock involve a high degree of risk.  If our future  revenues will not be sufficient to cover our operating costs we may be obliged to cease business operations due to lack of funds. If we raise only the minimum amount of proceeds from this offering we will have limited funds available to build and grow our business. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.  We may also rely on loans from our Directors; however, there are no assurances that our Directors will provide us with any additional funds. Currently, we do not have any arrangements for additional financing.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

We face many challenges to continue operations, including our limited operating history, competition, general economic conditions, etc.  Please review the "Risk Factors" starting on page 8 of this offering.

Our Directors collectively own 100% of the 6,700,000 outstanding shares of our common stock as of the date of this Offering.  If the minimum amount of the shares will be sold, our Directors will own 65.69% of our outstanding common stock.  Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets.  The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

Our principal executive offices are located at #245 – 371 Front Street West, Toronto, Ontario, Canada and our telephone number is (647) 864-2684.  Our primary website address is www.ultimatenoveltysports.com. The information on, or that can be accessed through this website is not part of this prospectus.

The Offering

Following is a brief summary of this Offering:

 (i) If the minimum amount of the shares is sold we will use the proceeds to pay for offering expenses of $8,991. Of the $8,991, the amounts to be paid from the proceeds for expenses of the offering are: $4,450 for accounting fees; $2,000 for filing fees; $1,200 for legal fees; $41 for registration fee; and $1,300 for transfer agent fees. We will use the rest of the funds (net of offering expenses) for paying off our current liabilities, hiring new personnel and implementation of our business plan.

Selected Financial Data

The following financial information summarizes the more complete historical financial information at the end of this Prospectus. The summary information below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this Prospectus.

Income Statement Data:

Balance Sheet Data:

RISK FACTORS

You should carefully consider the risks described below and other information contained in this prospectus before making an investment decision. Any of the events discussed in the risk factors below may occur. If they do, our business, results of operations or financial condition could be materially adversely affected.

Our auditors have issued a going concern opinion meaning there is substantial uncertainty whether we will continue operations.

Our auditors have issued a going concern opinion in their report dated May 3, 2012. This means that, as of the time of the opinion, there was substantial doubt that we could continue as an ongoing business for the next twelve months. We have generated $22,421 in revenue for the year ended March 31, 2012 (March 31, 2011: $1,010). Further, we posted net loss of $22,852 for the year ended March 31, 2012 (March 31, 2011: $20,687). These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans for our continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.  Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.  Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and its ability to continue in existence. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We face intense competition in our industry. If we are unable to compete successfully, our business will be seriously harmed.

The fitness consulting market is highly competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and an established client base. These competitors may be able to devote greater resources to the promotion and sales of their services than we can. If we fail to compete successfully against our competitors our business could be harmed.

Our business relies on our ability to attract new customers. If we are unable to attract new customers, our business will fail.

Our future growth is dependent on our ability to attract new customers and our ability to sell additional services to our existing customers. We rely on online marketing and referrals from existing customers and other business associates to attract new customers. We also rely on selling additional services to our new or existing clients for additional revenue. If we are unable to attract new customers or sell additional services to our existing customers, our revenue will likely decline and our business will fail.

We could be subject to product liability, personal injury or other litigation claims which could have an adverse effect on our business, financial condition and result of operations.

As part of our plan of operations over the next twelve months, we plan on expanding our service offerings to become a dealer of specialized commercial fitness equipment. The products we plan on selling may expose the company to a risk of product liability claims. Purchasers of our products, or their employees or customers, could be injured or suffer property damage from exposure to, or defects in, products we intend to supply, and we could

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be subject to claims, including product liability or personal injury claims.  With respect to product liability claims, the Company will seek contractual indemnification and insurance coverage from parties supplying its products,  but this  indemnification or  insurance  coverage is limited, as a practical matter,  to the  creditworthiness  of the indemnifying party and the policy  limits of any insurance  provided by  suppliers.

If we will not have adequate insurance or contractual indemnification available, product liability relating to defective products could have an adverse effect on our business, financial condition, results of operations or cash flows.

We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until the end of the second fiscal year reported upon in our second annual report on form 10-k.

The Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the Financial Industry Regulatory Authority (“FINRA”) and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. These costs could affect profitability and our results of operations.

We are in the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404. We will not be required to conduct the evaluation of effectiveness of our internal controls until the end of the fiscal year reported upon in our second annual report on Form 10-K. In addition, because we are a smaller reporting company, we are not required to obtain the auditor attestation of management’s evaluation of internal controls over financial reporting. If we obtain and disclose such reports we could continue doing so at our discretion so long as we remain a smaller reporting company.

This process of internal control evaluation and attestation may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and re-evaluate our financial reporting. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act.

The funds raised in this offering and held by us during pendency of the offering may be subject to creditor’s claims.

We are offering 3,500,000 shares of common stock minimum, 35,000,000 shares of common stock maximum in a direct public offering, without any involvement of underwriters or broker/dealers.  In the event that 3,500,000 shares are not sold within 270 days of the effective date of our Prospectus all money received by us will be promptly returned to you without deduction of any kind.   We will return your funds to you in the form of a cashier’s check sent by Federal Express on the 271^st day.  If at least 3,500,000 shares are sold within 270 days of the effective date of our Prospectus all money received by us will be retained by us and there will be no refund. Funds will be held in a separate bank account. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 270 days. Collected funds are deemed funds that have been paid by the drawee bank. The foregoing account is not an escrow, trust or similar account.  It is merely a separate non-interest

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No shares will be issued prior to the minimum offering amount being met. Investors bear risk without enjoying any benefits of share ownership.

The funds received from investors will be maintained in the separate bank until we receive a minimum of $35,000, at which time we will begin to issue shares pursuant to the subscription agreements. We will remove the funds from the separate account and use the same as set forth in the Use of Proceeds section of this prospectus.  No shares will be issued if the minimum amount is not reached. As a result, investors bear the risk of investing without enjoying any benefits of share ownership.

We lack an operating history. There is no assurance our future operations will result in profitable revenues.  If we cannot generate sufficient revenues to operate profitably, our business will fail.

We were incorporated on April 23, 2010, have realized $23,431 in revenues and incurred $62,615 in operating costs since inception.  As of March 31, 2012, during the development stage, we had deficit accumulated of $(43,539). We have a limited operating history upon which an evaluation of our future success or failure can be made.  Based upon current plans, we expect to continue generating revenues. However our revenues may not be sufficient to cover our operating costs.  We cannot guarantee that we will be successful in generating significant revenues in the future.  Failure to achieve a sustainable sales level will cause us to go out of business.

We depend on key personnel.

Our future  success  will  depend  in  part  on the  continued  service  of key personnel,  particularly, Larissa Zabelina, our  President, Chief Executive Officer and Director and Elena Mochkina, our Chief Financial Officer and Director.  We have not entered into consulting or employment agreements with our officers and directors. If any of our directors and officers will choose to leave the company, we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to our limited financial resources and operating history. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delay our plan of operations and harm our ability to provide services to our current customers and harm the market’s perception of us.

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Our officers, directors, consultants and advisors are not obligated to commit their time and attention exclusively to our business and therefore they may encounter conflicts of interest with respect to the allocation of time and business opportunities between our operations and those of other businesses.

Our directors are not obligated to commit their time and attention exclusively to our business and, accordingly, they may encounter conflicts of interest in allocating their own time, or any business opportunities which they may encounter, between our operations and those of other businesses.

Currently, Larissa Zabelina, our President, and Director, and Elena Mochkina our Treasurer, Chief Financial Officer and Director each commit between 25% and 50% of their time to our business in their capacities as officers and directors. Nevertheless, if the execution of our business plan demands more time than is currently committed by any of our officers, directors, consultants or advisors, they will be under no obligation to commit such additional time, and their failure to do so may adversely affect our ability to carry on our business and successfully execute our business plan.

Additionally, all of our officers and directors, in the course of their other business activities, may become aware of investment, business or information which may be appropriate for presentation to us as well as to other entities to which they owe a fiduciary duty. They may also in the future become affiliated with entities that are engaged in business or other activities similar to those we intend to conduct. As a result, they may have conflicts of interest in determining to which entity particular opportunities or information should be presented. If, as a result of such conflict, we are deprived of investment, business or information, the execution of our business plan and our ability to effectively compete in the marketplace may be adversely affected.

No member of our Board of Directors is considered an audit committee financial expert. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

Our Board of Directors is relatively inexperienced with U.S. GAAP and the related internal control procedures required of U.S. public companies. Although our Chief Financial Officer is experienced in accounting requirements and procedures generally accepted in the Russian Federation, management has determined that she requires additional training and assistance in U.S. GAAP matters. Management has determined that our internal audit function is also significantly deficient due to insufficient qualified resources to perform internal audit functions. Finally, we have not established an Audit Committee of our Board of Directors.

We are a development stage company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. For these reasons, we  are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel.  If the results of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

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Holders of our common stock may have limited recourse against us and our directors and executive officers because all of our directors and all of our executive officers reside outside the United States.

All of our directors and all of our executive officers reside outside the United States. The assets of all of our directors and executive officers are located outside the United States. As a result, holders of our common stock may be limited in their ability to effect service of process within the United States upon our directors and executive officers or to enforce in a U.S. court a judgment obtained against our directors and executive officers in jurisdictions outside the United States, including actions under the civil liability provisions of U.S. securities laws. In addition, it may be difficult for holders of our common stock to enforce, in original actions brought in courts in jurisdictions outside the United States, liabilities predicated upon U.S. securities laws. 

We do not intend to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future.  To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the payment of a dividend.  Because we do not intend to declare dividends, any gain on an investment in Ultimate Novelty Sports Inc. will need to come through appreciation of the stock’s price.

Because our Directors, who are also our sole promoters, will own 65.69% of our outstanding common stock, if the minimum amount of the offering will be sold, they could make and control corporate decisions that may be disadvantageous to other minority shareholders.

Our Directors own 100% of the outstanding shares of our common stock as of the date of this Offering.  If the minimum amount of the shares will be sold, our Directors will own 65.69% of our outstanding common stock.  Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets.  They will also have the power to prevent or cause a change in control.  The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

There is no public (trading) market for our common stock and there is no assurance that the common stock will ever trade on a recognized exchange or dealers’ network; therefore, our investors may not be able to sell their shares.

Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock.  We have not taken any steps to enable our common stock to be quoted on the OTC Bulletin Board, and can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop.  As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock.  Neither our selling stockholders nor we have engaged an underwriter for this Offering, and we cannot assure you that any brokerage firm will act as a market maker of our securities.  A trading market may not develop in the future, and if one does develop, it may not be sustained.  If an active trading market does develop, the market 

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price of our  common  stock is  likely to be highly volatile due to, among other  things,  the nature of our business and because we are a new public company with a limited operating  history.  Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders.  The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time.  The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:

              -   variations in our quarterly operating results;

              -   changes in general economic conditions;

              -    loss of a major customer, partner or joint venture participant; and

              -    the addition or loss of key managerial and collaborative personnel.

The equity markets have, on occasion,  experienced  significant price and volume fluctuations that have affected the market prices for many companies' securities and that  have  often  been  unrelated  to the  operating  performance  of these companies.  Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.  As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

The company is subject to the 15(D) reporting requirements under the Securities Exchange Act of 1934 which does not require a company to file all the same reports and information as a fully reporting company.

Until our common stock is registered under the Exchange Act, we will not be a fully reporting company, but only subject to the reporting obligations imposed by Section 15(d) of the Securities Exchange Act of 1934. Pursuant to Section 15(d), we will be required to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, once this registration statement is declared effective, including the annual report on Form 10-K for the fiscal year during which the registration statement is declared effective. That filing obligation will generally apply even if our reporting obligations have been suspended automatically under section 15(d) of the Exchange Act prior to the due date for the Form 10-K.  

After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

You could be diluted from our future issuance of capital stock and derivative securities.

As of March 31, 2012, we had 6,700,000 shares of common stock outstanding and no shares of preferred stock outstanding.  We are authorized to issue up to 75,000,000 shares of common stock and no shares of preferred stock.  To the extent of such  authorization,  our Board of  Directors  will have the  ability, without seeking stockholder approval, to issue additional shares of common stock or  preferred  stock  in the  future  for  such  consideration  as the  Board of Directors may consider  sufficient.  The issuance of additional common stock or preferred stock in the future may reduce your proportionate ownership and voting power.

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 If our common stock is accepted for quotation on the OTC Bulletin Board, the application of the “Penny Stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares.  The Securities and Exchange Commission has adopted Rule 3A51-1, which establishes the definition of a “Penny Stock,” for the purposes relevant to us, as any equity security that has market price of less than $5.00 per share or within an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, Rule 15G-9 require:

             -   that a broker or dealer approve a person's account for transactions in penny stocks; and           

             -   the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and  quantity of the penny stock to be purchased.

 In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

               -  obtain financial information and investment experience objectives of the person; and     

 -   make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of  transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

  -  sets forth the basis on which the broker or dealer made the suitability determination; and 

 -  that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

You may face significant restrictions on the resale of your shares due to state “Blue Sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

FORWARD-LOOKING STATEMENTS

This Prospectus  contains  forward-looking  statements which involve assumptions and describe our future  plans, 

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USE OF PROCEEDS

Our Offering is being made on a self underwritten basis - with a minimum of $35,000 in gross proceeds.  The table below sets forth the use of proceeds if $35,000 (i.e. gross proceeds of the minimum offering) or $350,000 (i.e. gross proceeds of the maximum offering) of our common stock is sold.

Our Offering is being conducted on a best-efforts minimum 3,500,000/ maximum 35,000,000 basis. The offering scenarios presented below are for illustrative purposes only and the actual amount of proceeds, if any, may differ.

DETERMINATION OF OFFERING PRICE

The offering price of $0.01 of our common stock has been arbitrarily determined in order for us to raise up to a total of $350,000 in this Offering and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

DILUTION OF THE PRICE PER SHARE

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this Offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  As of March 31, 2012, the net tangible book value of our shares of common stock was $(36,839) or approximately $(0.0055) per share based upon 6,700,000 shares outstanding.

If the maximum number of shares is sold:

Upon completion of this Offering, in the event all of the shares are sold, the net tangible book value of the 41,700,000 shares to be outstanding will be $304,170 or approximately $0.0073 per share.  The amount of dilution to the shareholders acquiring shares in this offering will be $0.0027 per share.  The net tangible book value of the shares held by our existing shareholder will be increased by $0.0128 per share without any additional investment on their part.  The shareholders acquiring shares in this Offering will incur an immediate dilution from $0.01 per share to $0.0073 per share.

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The amount of dilution to the shareholders acquiring shares in this offering will be $ 0.0111 per share.  The net tangible book value of the shares held by our existing stockholders will be increased by $0.0044 per share without any additional investment on their part.  The shareholders acquiring shares in this offering will incur an immediate dilution from $0.01 per share to $(0.0011) per share.

After completion of this Offering, if 3,500,000 shares are sold, the shareholders acquiring shares in this Offering will own approximately 34.31% of the total number of shares then outstanding for which the shareholders acquiring shares have made cash investment of $35,000, or $0.01 per share.  Our existing shareholders will own approximately 65.69% of the total number of shares then outstanding, for which they have made contributions of cash, totaling $6,700, or $0.001 per share.

The following table compares the differences of investment in our shares to the shareholders acquiring shares in this Offering with investment in our shares of our existing stockholders.

Existing stockholders if all of the shares are sold:

Purchasers of shares in this Offering if all shares sold:

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Purchasers of shares in this Offering if the minimum number of shares sold:

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

We are offering 3,500,000 shares of common stock minimum, 35,000,000 shares of common stock maximum in a direct public offering, without any involvement of underwriters or broker/dealers. The offering price is $0.01 per share.  In the event that 3,500,000 shares are not sold within 270 days of the effective date of our Prospectus, all money received by us will be promptly returned to you with interest and without deduction of any kind.   We will return your funds to you in the form of a cashier’s check sent by Federal Express on the 271^st day.  If at least 3,500,000 shares are sold within 270 days of the effective date of our prospectus, all money received by us will be retained by us and there will be no refund.

The funds will be maintained in the separate bank account until we receive a minimum of $35,000, at which time we will begin to issue shares pursuant to the subscription agreements. We will remove the funds from the separate account and use the same as set forth in the Use of Proceeds section of this prospectus.  No shares will be issued if the minimum amount is not reached. As a result, investors bear the risk of investing without enjoying any benefits of share ownership.  Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 270 days. Collected funds are deemed funds that have been paid by the drawee bank. The foregoing account is not an escrow, trust or similar account.  It is merely a separate non-interest bearing current account under our control where we have segregated your funds. There is no escrow, trust or similar account in which your subscription will be deposited. Only our officers and directors will have access to the account. Our officers and directors will not use the subscription proceeds prior to satisfaction of the minimum and issuance of the shares for working capital, collateral for company borrowings or other purposes. You will not have the right to withdraw your funds during the offering. You will only receive your funds back if we do not raise the minimum amount of the offering within 270 days. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding. If we file a voluntary bankruptcy petition or our creditors file an involuntary bankruptcy petition, our assets will be seized by the bankruptcy trustee, including your subscription, and used to pay our creditors. If that happens, you would be treated in a bankruptcy as unsecured creditors and thus would have a claim against the bankruptcy estate that was pari passu with other unsecured creditors. As a result, you may lose your investment, even if we fail to raise the minimum amount in this offering.  There is no assurance that your funds will be returned to you if the minimum offering is not reached. As a result, you may lose your entire investment notwithstanding the purported minimum offering provisions because the funds are not held in an escrow account and are potentially subject to creditor claims.

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-        a change in the offering price;

-        a change in the minimum sales requirement;

-        a change in the amount of proceeds necessary to release the funds held in the separate bank account;

-        a change to allow sales to affiliates in order to meet the minimum sales requirement; and

-        an extension of the offering period beyond 270 days.

We will sell the shares in this Offering through our Directors, Larissa Zabelina and Elena Mochkina.  They will receive no commission from the sale of any shares.  They will not register as a broker-dealer under Section 15 of the Exchange Act in reliance upon Rule 3a4-1. 

Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.  The conditions are that:

1.    The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his  participation; and,

2.    The person is not compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3.   The person is not at the time of their participation, an associated person of a broker-dealer; and,

4.  The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Securities Exchange Act 1934, as amended (the “Exchange Act”), in that she (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and (C) does not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our Directors and officers are not statutorily disqualified, are not being compensated, and are not associated with a broker-dealer.  They are and will continue to be our officers and Directors at the end of the Offering and have not been during the last 12 months and are currently not broker-dealers or associated with a broker-dealer.  They have not during the last twelve months and will not in the next 12 months offer or sell securities for another corporation.

Only after our Prospectus is declared effective by the Securities and Exchange Commission (the “Commission”), we intend to distribute this Prospectus to potential investors at meetings and to our friends, business associates and relatives who are interested in us and a possible investment in the Offering.  We will not utilize the Internet to advertise our Offering.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder.  They impose additional sales practice requirements on broker-dealers who sell our securities to

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persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $160,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker-dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

Offering Period and Expiration Date

This Offering will start on the date of this Prospectus and continue for a period of up to 270 days.

Procedures for Subscribing

If you decide to subscribe for any shares in this Offering, you must: (i) execute and deliver a subscription agreement; and (ii) deliver a check, money order or certified funds to us for acceptance or rejection. The subscription agreement and subscription funds can be mailed, couriered or delivered in person.  All checks, money orders or certified funds for subscriptions must be made payable to Ultimate Novelty Sports Inc. The funds from all accepted subscriptions will be deposited into the bank account until we receive a minimum of $35,000 (cleared through the bank) at which time we will remove those funds and use the same as set forth in the Use of Proceeds section of this prospectus.  We will retain the accrued interest as proceeds of this offering. Only Larissa Zabelina, our Chief Executive Officer, and Elena Mochkina, our Chief Financial Officer, will have the power to authorize a release of funds from this account upon completion of this offering.

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Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.  We will return all monies from rejected subscriptions immediately to the subscriber, without interest or deductions.  Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We are a development stage corporation with limited operations and limited revenues from our business operations.  To meet our needs for cash required for the implementation of our business plan we are attempting to raise money from this offering. 

If we raise the minimum amount through this offering, we will be able to achieve short term goals of our business plan and to continue operations and remain in business for the next 12 months.  If we are unable to generate revenues for any reason, or if we are unable to make a reasonable profit, we may have to cease operations.  At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it, we will either have to suspend implementation of our business plan until we do raise the cash, or cease operations entirely if revenue from operations will not be sufficient to cover our operating costs. 

If we raise the maximum amount, we believe we can implement our short term and long-term business plan and achieve profitable operations, however, we cannot guarantee that proceeds from this offering will be sufficient for us to continue as going concern for the next five years.  If we raise less than the maximum amount and we need more money, we will have to revert to obtaining additional money through a second public offering, a private placement of securities, or loans.  Other than as described in this paragraph, we have no other financing plans.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance.  We are in the development stage of operations and cannot guarantee that we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in advertising and marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, increases in legal fees related to filings and regulatory compliance.    

We anticipate relying on equity sales of our common stock in order to continue to fund implementation of our business plan.  Issuances of additional shares will result in dilution to our existing stockholders.There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities.  We may also rely on loans from our Directors; however, there are no assurances that our Directors will provide us with any additional funds.

Currently, we do not have any arrangements for additional financing.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

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Results of Operations

Our results of operations, as reported in our consolidated financial statements, incorporate results of operations of our wholly owned Canadian subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation.

We were formed on April 23, 2010, and commenced our operations during the year ended March 31, 2011. Ultimate Novelty Sports Inc. provides consulting services to the athletic facilities industry.  The Company offers a full range of consulting services, including start-up strategy development, membership pricing and management, operational analysis, marketing and public relations and staff training.

Results of operations for the year ended March 31, 2012, compared to the period from inception (April 23, 2010) through March 31, 2011.

Revenue

We generate revenue from consulting services. Our gross revenue from consulting services to  the athletic facilities industry for the year ended March 31, 2012, was $22,421, compared to $1,010 for the period from inception (April 23, 2010) through March 31, 2011.  The increase in revenues during our fiscal 2012 was attributable to the increase in billable time incurred during this period.

Operating Costs and Expenses

The major components of our expenses for the year ended March 31, 2012 and the period from inception through March 31, 2011 are outlined in the table below:

Consulting services provided by the President and Chief Financial Officer for the year ended March 31, 2012 and for the period from April 23, 2010 (inception) through March 31, 2011 were as follows:

* - A portion of consulting services directly related to sales provided by the President and Chief Financial Officer totaling $3,600 was reported  as cost of sales as of March 31, 2012.

Liquidity and Capital Resources

As of March 31, 2012, our total assets totaling $13,154 consisted of cash of $11,654 (March 31, 2011: $4,409), accounts receivable of $Nil (March 31, 2011: $1,010) and prepaid expenses of $1,500 (March 31, 2011: $Nil) and our total liabilities were $49,993 (March 31, 2011: $19,406) for a total working capital deficiency of $36,839 (March 31, 2011: $13,987).  During the year ended March 31, 2012 we financed our operations through our revenues of $22,421 from consulting services and a $25,000 loan from the Company’s President.  The loan payable is payable on demand,  unsecured,  bears  interest  at 4.5% per annum and consists of $25,000 of principal,  and $956  of accrued interest payable as of March 31, 2012.

During the period from April 23, 2010 (inception) through March 31, 2011, we financed our operations through the issuance of 6,700,000 shares of common stock at $0.001 per share to our Directors for total proceeds of $6,700, and revenues from consulting services of $1,010.

We believe that we need approximately an additional $35,000 (gross) to implement our short-term business plan and meet our working capital requirements over the next 12 months.  Our intention is to obtain this money through this offering. We intend to use the proceeds from this offering to finance our ongoing operations and implementation of our short-term (12 months) business plan (see Plan of Operations, page 25). As of the date of this Registration Statement we do not have any other arrangements of sources of financing beside anticipated proceeds from this offering and proceeds from future revenues.

We anticipate future capital requirements for financing of our ongoing operations to be approximately $70,000 per year. In addition we will require approximately $200,000 over the five-year period for development and introduction of the new products and services.

To date, our cash flow requirements have been primarily met by cash generated from revenues and equity financings.   Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek, in addition to equity financing, other sources of financing (e.g. bank loan, line of credit, shareholder loan) on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.   If we are unable to generate profits sufficient to cover our operating costs or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations.  Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company’s operations.

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References in this Prospectus to “Ultimate Novelty Sports” refer to Ultimate Novelty Sports Inc. and its subsidiary, on a consolidated basis, unless otherwise indicated or the context otherwise requires.

Athletic Facility Industry Overview

The fitness industry in Russia has been growing over the past decade. In Russia’s main cities, young professionals and businessmen have begun accepting the concept of working out in a fitness facility, something that was traditionally thought to be only for professional athletes. However, unlike in North America, fitness facilities are still a new concept to Russians who get most of their exercise from everyday activities. Prominent businessmen and members of government were the first to embrace the concept of working out in a gym with personal trainers or by themselves, making it a fashionable activity in Moscow. With Russia’s celebrities and politicians belonging to fitness facilities, many everyday people are interested in joining as well. However due to the high cost, fitness facility memberships are still mostly held by wealthy young professionals and businessmen who can afford the membership fees. Currently a very small percentage of Russians belong to a fitness facility.

The three biggest fitness facility brands in Russia are Planet Fitness, Gold’s Gym and World Class, which has over 47 clubs throughout Russia. With many of the top earners in Russia already belonging to a gym, these brands are expanding their facilities to offer more affordable options to Russia’s middle class. Many independent gyms are also opening in large cities with lower membership fees to attract everyday customers. In such a highly competitive industry where the middle class is only beginning to discover fitness facilities, fighting large companies for customers and the high cost of real estate in large cities, many independent gyms are struggling to turn a profit.

We believe that with the growth of the industry and high competition, independent fitness facilities may look for a consultant to help them compete effectively with larger more recognizable brands.

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In addition to large companies, Russia has a number of independent consultants who offer similar services to ours. Among individuals who have worked in fitness facilities previously and now provide consulting services, a number of Olympic medalists have become fitness facility consultants upon their retirement from professional sports. Due to lower fees than larger corporations, independent consultants are more popular among smaller gyms and chains.

Our Business

Description of Business

 Ultimate Novelty Sports is a management-consulting firm for fitness facility operators. We focus on assisting independent operators of fitness centers, as well as start-ups. We consult on a variety of areas, including business

model and management analysis, staffing issues, customer acquisition and retention, operational efficiency and marketing strategy, among others. Our objective for each project is to develop readily executable plans by our clients. We’ve done work both in North America and Russia, where the fitness industry is highly fragmented and extremely competitive.

Our current services include:

Business Model and Management Analysis

Ultimate Novelty Sports conducts an independent and unbiased review of the overall operations of our client’s fitness facility. This analysis can be done with a visit to the facility by one of our consultants or through a series of phone interviews, emails and business plan analysis. We look at every aspect of the business from the services offered to marketing and overall operations of the fitness facility.

At the completion of our analysis, our consultants provide a report to the client that outlines areas that need improvement and a list of recommendations to improve the management of the facility. This analysis can be very useful to clients who run the business day to day and may miss areas that need improvement in order to increase revenue. The end goal of the analysis is an executable plan of action for the owners of the gym. As well as a standalone one-off service, we offer this analysis prior to commencement of longer-term projects for new clients. This is an easy way for us to get acquainted with our clients’ operations and issues.

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We also provide a number of marketing services to suit our customers marketing budget. Our services include direct marketing, search engine optimization, public relations, email marketing, social media marketing and development of referral programs.

Franchising Development

Our franchising consultants help our clients set up their franchising plans in an economical and efficient way. We consult on development, registration, marketing and operation of a franchise system. A franchise business has to be properly organized and well marketed to achieve success. Our consultants can help develop a franchising plan, conduct feasibility studies, create a strategic growth plan and a marketing plan to help our clients’ business franchise successfully.

Another important aspect that can get overlooked when franchising a business is the development of franchise operations and training manuals. Proper manuals are essential in a franchising business in order for the franchisees to be successful. When properly written, these manuals can serve as one of the strongest selling tools for a franchising system.  We help our clients develop daily procedures manuals, sales and marketing manuals, personnel manuals, training manuals and accounting and bookkeeping manuals.

Consulting Packages

We currently developed three consulting packages that we will offer to both new and existing clients.

Start-Up Gym Package. This consulting package is for clients who are starting up their fitness facility business and want to manage it right from the start. Our consultants work with the client to develop an “opening day” strategy in order to attract the first members and create an opening day event that will attract the attention of the local community.  Our consultants work with the to establish the operating systems for the gym to decrease overhead and maximize efficiency. This package is designed for our clients to have a greater chance of success in the highly competitive fitness industry.

Marketing Package. If the client already has a marketing budget and plan in place, our marketing package can help execute it in a cost effective way. This package includes 3 months of public relations services, a direct marketing campaign to 5000 households as well as search engine optimization and email marketing services.

Franchising Manual Package. If a client owns a franchise or is in the process of franchising their business and looking for help with creating or updating the franchise manuals, we offer this package to them. Our franchising consultants will create a daily procedures manual, marketing manual and personnel manual for a onetime cost. This package includes 3 manuals of up to 100 pages each as well as two sets of revisions and edits. Costs are determined after an initial meeting with the client.

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As well as providing one-on-one consulting services, we also conduct seminars on a variety of topics to fitness center staff. We create a custom seminar for each client and conduct a half-day or a full day seminar for employees, sales staff and management. 

Plan of Operations

We expect to complete our offering within two to six months from the effective date of our registration statement.

Our plan over the next twelve months is to expand our client base, to develop a package of workbooks and manuals written for the start-up gym as well as currently operational facilities, and to introduce sales of fitness equipment to our clients. This will allow us to add revenue streams outside of our current consulting services and seminars, as well as potentially expand our client base. Our goal is to become a one-stop shop for fitness facilities for consulting, training and product selection. Depending on the amount of money raised in this offering, we plan to introduce our own products for sale, such as operational manuals and workbooks for facilities, expand our service offerings to include fitness equipment sales and continue to expand our consulting areas of focus. The scope of the expansion will depend on the amount raised in this offering.

If we raise the minimum amount, we plan to develop and offer the following products and services:

a)      Set of 3-5 Workbooks for Start-Up Gyms. We plan to compile and publish a set of workbooks to sell to new and existing customers targeted to start-up gyms. The manuals will cover a variety of topics the fitness entrepreneur needs to know before investing time and money into the start-up, including membership sales, health and safety, member service offerings, personnel management, budgeting and equipment recommendations. We expect to spend approximately $6,000 to develop and publish the first series.

b)      Fitness Equipment Sales. We want to expand our service offerings to become a dealer of specialized commercial fitness equipment, as well as being able to recommend other reputable dealers in the industry to our consulting clients. We plan to begin this service with a thorough study of current fitness trends and equipment. By visiting and talking to equipment manufacturers, we will have a better understanding of the industry as a whole. We plan to start with small specialty equipment sales, such as kettle bells, suspension ropes, sandbags, battling ropes, Swiss balls, and other specialty conditioning tools. We expect to spend approximately $20,000 to get started with fitness equipment sales.

c)      Core business expansion. We plan to use the rest of the money raised through this offering  to expand our core business by investing in employee training, marketing our services and hiring new employees, as the budget permits.

If we do not sell the minimum amount of shares, we will be forced to indefinitely postpone the development and launch of these services.If we raise the maximum amount, we plan to develop and offer the training manuals and fitness equipment sales and invest the rest of the funds into expansion by hiring new employees. We plan to hire a full time consultant with experience in the fitness industry and a sales person to head up our fitness sales department. We expect these hires to cost approximately $120,000 per year. All future hiring will be subject to financing and sufficient cash flow from operations. If we raise the minimum amount of proceeds from this offering we may not be able to hire additional employees.

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Long-term Plan of Operations

Our long-term, five-year plan is to expand our client base, introduce new services subject to financing and sufficient cash flow from operations, and continue marketing our services to potential clients. There is no assurance we will be successful in completing our short-term plan of operations or achieving profitable operations necessary to implement our long-term plan.

Financing

We intend to raise a minimum of $35,000 and up to a maximum of $350,000 of gross proceeds from this Offering.  Management believes that if we raise the minimum amount we will have sufficient cash flow to implement our short-term business plan and to meet our capital requirements for at least the next 12 months.  Management expects to keep operating costs to a minimum until cash is available through financing or operating activities.  If we are unable to generate profits or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations.  

Description of Property

Our principal executive offices are located at  #245 - 371 Front Street West, Toronto, Ontario, Canada and our telephone number is (647) 864-2684.  Our primary website address is www.UltimateNoveltySports.com. We do not hold ownership or leasehold interest in any property and pay our rent on a monthly basis.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

Our executive officers and Directors and their respective ages as of the date of this Prospectus are as follows:

The Directors will serve as Directors until our next annual shareholder meeting or until a successor is elected who accepts the position.  Directors are elected for one-year terms.  Officers hold their positions at the will of the Board of Directors, absent any employment agreement.  There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of Ultimate Novelty Sports affairs.

Larissa Zabelina. Mrs. Zabelina studied kinesiology at the International College of Applied Kinesiology and business management. For the past five years, she has operated a personal training business OOO “Zabelina Fitnes” as well as consulted part-time for corporate fitness centers. Mrs. Zabelina has an extensive knowledge of the fitness industry in Russia and has experience with running a business in the industry, as well as managing employees, negotiating contracts, sales and marketing.

Elena Mochkina. Mrs. Mochkina studied financial management and accounting in Moscow. She has a keen interest in the personal fitness field and is an avid runner and cross-country skier. For the past 5 years she has worked as an independent contractor providing accounting services through her company OOO”EM Ofis Plyus” to private companies in Moscow. None of her current and former clients is a parent, subsidiary or other affiliate of Ultimate Novelty Sports Inc. Mrs. Mochkina has experience with the financial side of operating a business, especially budgeting, payroll, financial statement preparation and forecasting.

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EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers from inception on April 23, 2010 through March 31, 2012, our fiscal year end.

Summary Compensation Table