CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


PLAYANDWIN, INC.:

      We  hereby consent to the use in this Registration Statement  on
Form  S-8  of  our  report  dated  June  7,  2000,  relating  to   the
consolidated financial statements of Playandwin, Inc. for  the  period
from April 22, 1996 (inception) to February 29, 2000.

                           /s/ Merdinger, Fruchter, Rosen & Corso, P.C.
                           MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                           Certified Public Accountants

New York, New York
April 22, 2002