Exhibit 1.1 and 23.1

MINTZ & PARTNERS  LLP
---------------------
Chartered Accountants

                                                        100-1446 Don Mills Road
                                                        New York, ON M3B 3N6

                                                        Tel: (416) 391-2900
                                                        Fax: (416) 391-2748
                                                        Web site www.mintzca.com



                         CONSENT OF INDEPENDENT AUDITORS
                         -------------------------------



We have issued our audit report to the Directors of Digital Rooster.Com Inc. as
at March 31, 2001 and for the year then ended in respect of financial statements
being included on the filing on Amendment No. 1 to Form 20-F. Our report was
dated June 22, 2001.

We  consent  to  the  inclusion of the aforementioned report on the filing of an
Annual  Report  on  Form  20-F  dated  October  12,  2001.


/S/  MINTZ  &  PARTNERS  LLP
by ELLIOTT M. JACOBSON, PARTNER

Toronto,  Canada
October  12,  2001

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