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  August  31,  1999  and  August  31,  1998 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
August  31,  1999  and August 31, 1998 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 December 14, 2001





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


We  have issued our audit report to the Directors of Digital Rooster.com Inc. as
at  March  31, 2000 August 31, 1999 and August 31, 1998 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 December 14, 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