AUDITORS' REPORT


To  the  Directors  of
DIGITAL  ROOSTER.COM  INC.


We have audited the consolidated balance sheet of DIGITAL ROOSTER.COM INC. as at
March  31,  2000  and  August  31,  1999  and  the  consolidated  statements  of
operations,  deficit  and cash flows for the periods then ended. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects,  the  financial position of the Company as at March 31, 2000
and August 31, 1999 and the results of its operations and its cash flows for the
periods  then ended in accordance with generally accepted accounting principles.

The  consolidated  balance  sheet  as  at  March  31,  2000 and the consolidated
statement  of operations, deficit and cash flows for the seven months then ended
are  presented  to  give  effect  to the change in accounting policy for revenue
recognition and a correction of an error subsequently discovered that existed at
the  date  of  the  previously  issued  auditors'  report.  We  have audited the
adjustments  to  the March 31, 2000 consolidated financial statements and in our
opinion,  such  adjustments,  in all material respects, are appropriate and have
been  properly  applied.


                                           "Silver Gold Glatt & Grosman, llp"


Toronto, Ontario
June  1, 2000 except to Note 2                        Chartered  Accountants
which is as of November 6, 2001





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


We  have issued our audit report to the Directors of Digital Rooster.com Inc. as
at  March 31, 2000 and August 31, 1999 and for the periods then ended in respect
of  the financial statements being included on the filing on Amendments No. 2 to
Form 20-F.  Our report was dated June 1, 2000, except to Note 2 to the financial
statements  which  is  as  of  November 6, 2001.

We  consent  to  the  inclusion  of  the  aforementioned report on the filing of
Amendment  No.2  to  Form  20-F  dated  November 6, 2001.





SILVER  GOLD  GLATT  &  GROSMAN  LLP


"Randy  L. Gold"


Randy  L. Gold, Partner
Toronto, Ontario
November 6, 2001