CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCCOUNTANTS
------------------------------------------------------------

We hereby consent to the incorporation by reference in the
registration statement on Form S-8 of our report dated June
6, 2001, with respect to the consolidated financial
statements of Playandwin, Inc. and Subsidiaries as of and for
the year ended February 28, 2001, including the consolidated
balance sheet of Playandwin, Inc. and Subsidiaries (a
development stage company) as of February 28, 2001 and the
related consolidated statements of operations and comprehensive
loss, shareholders'deficiency, and cash flows for the year
ended February 28, 2001 and the cumulative period from March 1,
2000 to February 28, 2001.



/s/ Stonefield Josephson, Inc.
STONEFIELD JOSEPHSON, INC.
Certified Public Accountants

Santa Monica, California
October 9, 2001