SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.

For the fiscal year ended March 31, 2006

Commission file number 00032559
PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
AN ONTARIO, CANADA CORPORATION
366 BAY STREET, 12TH FLOOR, TORONTO, ONTARIO M5H 4B2
(416) 815-1771; FAX (416) 815-1259

RESTATEMENT
The consolidated Balance Sheet and Statements of Deficit for the years ended
March 31, 2005 and 2004 have been restated to correct for the error in recording
minority interest, contributed surplus and dilution gain as described in Note 11
(i) and 20 to the financial statements.

PLEASE NOTE THAT ALL VALUES ARE EXPRESSED IN CANADIAN DOLLARS WITH US DOLLARS
SHOWN IN THE BRACKETS.

3A. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with the
consolidated financial statements and the notes thereto attached beginning at
page F2 Of this registration and Item 5 "Operating and Financial Review and
Prospects".

Year Year Year Year
Ended Ended Ended Ended
March 31/03 March 31/04 March 31/05 March 31/06
Year Consolidated Consolidated Consolidated Consolidated
Ended (Restated- (Restated- (Restated-
March 31/02 Note 2(b) Note 2(b) Note 2(b)
Consolidated and 21) and 21) and 21)

Operations Audited Audited Audited Audited Audited

Sales $ 1,227,878 $ 1,479,254 $ 465,812 $ 199,794 $ 5,049,248
Cost of Sales 348,525 529,820 122,055 32,277 2,987,122
Gross Profit 879,353 949,434 343,757 167,517 2,062,126
Expenses 1,914,661 1,788,775 1,337,592 988,993 4,470,659
Settlement of debt -- (75,000) -- -- --
Gain on dilution (Note21)
Net Loss $ -1,035,308 $ -764,341 $ -993,835 $ -821,476 $ -2,408,533
Income per
Share -0.87 -0.30 -0.135 -0.068 -0.061
Weighted
Average 1,192,182 2,540,846 7,359,209 12,135,646 39,575,665

BALANCE SHEET
INFORMATION

Current Assets $ 139,267 $ 86,520 $ 43,314 $ 53,933 $2,945,926
Capital Assets 135,304 101,913 73,543 57,463 50,933
Intangible asset -- -- -- -- 350,400
Goodwill 190,501 -- -- -- --

Total Assets 465,072 188,433 116,857 111,396 3,347,259

Accounts Payable and
Accrued Liabilities 607,996 788.808 907,656 1,004,461 2,477,003
Income Tax Payable 2,415 2,415 -- -- --
Deferred Revenue 170,967 3,346 874 6,146 --
Loans Payable 76,900 30,779 -- 35,095 23,360
Due to Shareholders 109,725 250,736 9,086 249,324 78,850
Note Payable 90,000 15,000 -- -- --
Convertible Note 125,144 117,544 100,908 89,146 86,080
Convertible Debentures -- -- -- -- 666,344
Total Liabilities 1,183,147 1,206,213 1,019,524 1,384,172 3,331,637

Capital Stock 1,770,726 2,191,082 2,731,086 3,158,521 5,723,101

Subscriptions Received -- -- -- -- 420,480

Contributed Surplus -- 44,280 546,224 637,156 1,349,027

Retained Earnings -2,488,801 -3,253,142 -4,179,977 -5,068,453 -7,476,986

Equity -718,075 -1,017,780 -902,667 -1,272,776 15,622

Liabilities and
Shareholders Equity 465,072 188,433 116,857 111,396 3,347,259

ITEM 3D

RISK FACTORS

Financial

Phinder Technology recorded the following losses in fiscal years 2002, 2003,
2004, 2005 and 2006 consolidated statements. In the year ended March 31, 2002,
$1,035,308 ($659,642); in the year ended March 31, 2003, $764,341 (US$520,208);
in the year ended March 31, 2004, $993,835 (US$758,395); in the year ended March
31, 2005 $821,476 (US$679,130); and in the year ended March 31, 2006, $2,408,533
(US$2,062,100).

Our independent auditors expressed a going concern qualification to our audited
statements. Due to our operating losses and working capital deficiency, our
continuance as a going concern is dependent upon our ability to obtain adequate
financing or to reach and sustain profitable levels of operation.

The Company has closed four Convertible debentures in the fourth quarter ended
March 31, 2006 and six during the 2006 fiscal year. In addition, two factoring
agreements were entered into in December 2005. Our expectations are that revenue
will continue to show strong growth on a quarter by quarter basis and that
combined with the Debentures signed during fiscal 2006 and to date, along with
the factoring agreements signed in December 2005 will ensure our on-going
operations.

Possible Volatility of Stock Price

The market price of Phinder's common shares has been and may be subject to
fluctuations in response to factors such as actual or anticipated variations in
Phinder's consolidated results of operations, general market considerations and
other factors. Market fluctuations, as well as general economic, political and
market conditions such as recessions and interest rate changes may adversely
affect the market price of the common shares.

In addition, our common shares are considered a penny stock, which may adversely
affect their liquidity. The Securities and Exchange Commission has adopted
regulations that define a penny stock to be any equity security that has a
market price as defined in those regulations, of less than US $5.00 per share,
subject to certain exceptions. Generally, for any transaction involving a penny
stock, a broker/dealer is required to deliver, prior to the transaction, a
disclosure schedule relating to the penny stock market as well as disclosure
concerning, among other things, the commissions payable, current quotations for
the securities and information on the limited market in penny stocks. The
administrative requirements imposed by these rules may affect the liquidity of
our common shares.

Contingencies

In the normal course of operations, there are or may be claims or proceedings
instituted against the Company. Management does not expect that these claims or
proceedings will have a material effect on the financial position of the Company
or its results of operations. Losses sustained, if any, will be recorded on the
statements of operations at such time as the loss is determined.

Enforcement of Civil Liabilities

It may be difficult for our Shareholders to enforce civil liabilities under the
US Federal Securities Laws, as the Company is a Canadian corporation,
incorporated under Canadian law. The majority of the Company's directors and
executive officers are Canadian citizens or residents. All or a substantial
portion of these persons' assets and substantially all of the Company's assets
are located outside of the United States. It may not be possible for investors
to effect service of process within the United States upon those persons or
enforce against them judgments of U.S. Courts based upon civil liabilities under
U.S. federal or state securities laws.

Control

Control of the Corporation is concentrated in a small number of Shareholders.
Our officers, directors and their affiliates, either directly or beneficially
own approximately 52% of our outstanding common shares. These shareholders,
acting together, would be able to control most matters requiring approval by
shareholders, including the election of directors. Concentration of large
amounts of our shares in the hands of the principal shareholders may also make
more difficult any takeover, buy-out or change of control of the Corporation not
approved by management.

We are dependent upon one key person: John A. van Arem. Mr. van Arem is
knowledgeable about all aspects of our business and has developed relationships
in the industry that facilitate our business and maintains on a day-to-day basis
business relationships with service providers, investors and media. The loss of
this individual could have a material adverse effect on our business. We have no
key-man life insurance policy on this individual.

ITEM 4A.4
INFORMATION ON THE COMPANY

Phinder Technologies Inc. is an electronic market developer that specializes in
the creation and marketing of software solutions to assist small businesses in
the set-up of an online presence. Phinder offers bundled services including the
use of our proprietary web builder software, web hosting, unlimited internet
access, web based email and a high quality web site to small business owners,
allowing the quick establishment of a personalized online presence.

Fiscal 2006 was an eventful year for Phinder Technologies.

The Company introduced its Internet Bundle Suite, which is finding wide
acceptable in the market place, resulting in increasing revenues, thus
supporting management's decision to place its entire focus on the providing of
web-based services to small businesses.

By year-end, the Company had achieved a customer base of 30,000 active clients.

A number of private placements and debentures were issued during the year,
providing the required funds to expand our marketing efforts and fund future
growth.

ITEM 5A.1

OPERATING RESULTS

TWELVE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE TWELVE MONTHS ENDED MARCH 31,
2005

For the twelve months ended March 31, 2006 revenue was $5,049,248 (US$4,322,986)
compared to 199,794 (US$165,174) for the year ending March 31, 2005, an increase
of $4,849,454 (US$4,157,812).

Cost of sales was $2,987,122 (US$2,557,467) for the twelve months ended March
31, 2006, compared to $32,277 (US$26,817) for the twelve months ended March 31,
2005.

The significant increase in revenue and cost of sales was attributable to the
fact that the Company's focus in fiscal 2006 was entirely upon providing
web-based services to small businesses, which is altogether different from
fiscal 2005.

The Company does not include the cost of its own employees in cost of services.

The Company expects that the cost of sales will decrease in the future as a
percentage of revenue, as our cost of sales are heavier at the start of a
client's relationship with us and decrease the longer the client stays with us.

Administrative expenses were $2,151,897 (US$1,842,378) for the twelve months
ended March 31, 2006, compared to 491,588 (US$407,754) for the twelve months
ended March 31, 2005. This increase of $1,660,309 (US$1,421,497) is mainly due
to $731,756 (US$626,503) increase in Salaries and Benefit costs, $613,837
(US$525,545) in Bad Debts, $99,536 (US$85,219) in Accounting Fees, $85,316
(US$73,045) in Legal Fees and $69,678 (US$59,656) in Factoring Fees.

The Salaries and Benefits increase includes stock-based compensation of $690,571
(US$591,242). This cost is calculated using the Black-Scholes option pricing
formula. The remaining increase of $41,105 (US$35,261) is due to an increase in
staffing and higher payroll taxes for the year.

The increase in the Bad Debt allowance of $613,837 (US$525,545) is due to the
Company's review of receivables and reflects our desire to fully allow for all
potential bad debts.

The increase in Accounting Fees of $99,536 (US$85,219) represents increase in
costs for the year-end audit and costs of preparation of tax returns.

The increase in Legal Fees of $85,316 (US$73,045) is mainly the result of costs
associated with new debentures entered into during the fiscal 2006 and for the
factoring agreements.

The Factoring Fees of $69,678 (US$59,656) represent fees charged by the
factoring company.

Stock-based compensation included in administrative expenses represents the
following. The Company currently issues stock options at the direction of the
Board of Directors. These options have been granted to employees, directors, and
consultants under the Company's stock option plan and any other terms and
conditions determined by the Board of Directors at the time the options are
issued. These options are granted with an exercise price equal to the market
price of the Company's stock on the date of the grant. The Company accounts for
stock options granted in this plan in accordance with the fair value based
method of accounting for stock-based compensation. The compensation cost that
has been charged to income for this plan is $700,971 (US$600,171) for 2006,
$10,400 (US$8,928) for 2005, $10,800 (US$8,241) for 2004, and $44,280
(US$30,137) for 2003 respectively.

Consulting costs in fiscal 2006 were $1,288,831 (US$1,103,451), compared to
$129,726 (US$111,066) for the year ending March 31, 2005, an increase of
$1,159,105(US$992,385). The increase relates mainly to investor relations
programs that were started during the fourth quarter of fiscal 2006.

Management fees in the fiscal 2006 were $485,969 (US$409,755), compared to
$132,018 (US$113,029) for the year ending March 31, 2005, an increase of
$353,951 (US$296,726). The increase is mainly due to $313,824 (US$268,685) for
the management of our US calling centers.

Interest expenses in the fiscal 2006 were $278,511 (US$234,832), compared to
$22,177 (US$18,987) for the year ending March 31, 2005, an increase of $256,334
(US$215,845). The increase relates to increased debenture and loan interest as
well as interest charges on the factoring agreements during fiscal 2006.

TWELVE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE TWELVE MONTHS ENDED MARCH 31,
2004

For the twelve months ended March 31, 2005 revenue was $199,794 (US$165,174)
compared to $465,812 (US$355,446) for the period ending March 31, 2004. The
significant decline in revenue was mainly attributable to the decrease in sales
volume and prices. Also as a result of the unfavorable US exchange rate ($1.2096
in year 2005 compared to $1.3105 in 2004), the revenue was decreased by $16,666
(US$13,778).

Cost of sales was $32,277 (US$26,817) for the twelve months ended March 31,
2005, compared to $122,055 (US$93,136) for the twelve months ended March 31,
2004. The main reason for this decrease is attributable to the decline in
content sales and the Company's focus on Internet Bundle, our new product
introduced this year. The sales of Internet Bundle started in the first quarter
of fiscal 2006.

The Company does not include the cost of its own employees in cost of sales.

The Company intends to decrease content sales, traffic and membership sales as
being unprofitable, leaving Internet Bundle as our major source of revenue. The
Company's overall cost of sales is expected to increase as the sales of Internet
Bundle increase.

Administrative expenses were $491,588 (US$407,754) for the twelve months ended
March 31, 2005, compared to $904,915 (US$690,511) for the twelve months ended
March 31, 2004. The main reason for the decrease in an administrative expense is
attributable to the decrease in revenue and our cost cutting.

Salaries in fiscal 2005 were $89,974 (US$ 74,383), compared to $387,008 (US$
295,313) in fiscal 2004. Administrative expenses were $185,933 (US$ 153,714) in
fiscal 2005, compared to $286,999 (US$ 219,000) in fiscal 2004 mainly due to
decreased consulting fees. There were no other material changes in other
administrative expenses.

Stock-based compensation included in administrative expenses represents the
following. The Company currently issues stock options at the direction of the
Board of Directors. These options have been granted to employees, directors, and
consultants under the Company's stock option plan and any other terms and
conditions determined by the Board of Directors at the time the options are
issued. These options are granted with an exercise price equal to the market
price of the Company's stock on the date of the grant. The company accounts for
stock options granted in accordance with the fair value based method of
accounting for stock based compensation. The Company accounts for stock options
granted in this plan in accordance with the fair value based method of
accounting for stock-based compensation. The compensation cost that has been
charged to income for this plan is $10,400 (US$8,241) for 2005 and $10,800
(US$8,928) in fiscal 2004 respectively.

Selling expenses were $220,048 (US$181,918) for the period ended March 31, 2005,
compared to $46,938 (US$35,816) for the period ended March 31, 2004. The
increase is attributable to Internet Bundle, the new product launched in January
2005. Selling expenses for Internet Bundle were $194,858 ($US161,093).

Computer expenses were $102,535 (US$84,768) in the twelve months ended March 31,
2005, compared to $110,290 (US$84,159) in the twelve months ended March 31,
2004. The decrease is due to a reduction in bandwidth rates.

TWELVE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE TWELVE MONTHS ENDED MARCH 31,
2003

For the twelve months ended March 31, 2004 revenue was $ 465,812 (US$355,446)
compared to $1,479,254 (US$1,006,775) for the period ending March 31, 2003. The
significant decline in revenue was mainly attributable to the decrease in sales
volume and prices. Also as a result of the unfavorable US exchange rate ($1.3105
in year 2004 compared to $1.4693 in 2003), the revenue was decreased by $56,445
(US$43,074).

Cost of sales was $ 122,055 (US$93,136) for the twelve months ended March 31,
2004, compared to $ 529,820 (US$360,593) for the twelve months ended March 31,
2003. Cost of Sales is directly influenced by the Company's sales mix among
content sales, traffic and membership sales. The main reason for the decrease in
cost of sales is attributable to the decrease in traffic sales. Cost of sales
differs for each of these categories, being lower in content sales and
membership and higher in traffic.

The Company does not include the cost of its own employees in cost of services.
As the Company intends to increase traffic sales, the Company's overall cost of
sales is expected to increase.

Administrative expenses were $904,915 (US$690,511) for the twelve months ended
March 31, 2004, compared to $962,693 (US$655,205) for the twelve months ended
March 31, 2003. The main reason for the decrease in an administrative expense is
attributable to the decrease in revenue.

Salaries were $387,008 (US$ 295,313) during fiscal 2004, compared to $408,004
(US$408,004) during fiscal 2003. This decrease was partially offset by an
increase in fees related to the Company's cost for stock trading, which was
$47,062 (US $35,911) in fiscal 2004 compared to $35,669 (US $24,276) in fiscal
2003. There were no material changes in any other administrative expenses.

Stock options compensation included in administrative expenses represent the
following. The Company currently issues stock options at the direction of the
Board of Directors. These options have been granted to employees, directors, and
consultants under the Company's stock option plan and any other terms and
conditions determined by the Board of Directors at the time the options are
issued. These options are granted with an exercise price equal to the market
price of the Company's stock on the date of the grant.The company accounts for
stock options granted in accordance with the fair value based method of
accounting for stock based compensation. The compensation loss that has been
charged to income for this plan is $10,800 (US$8,241) in fiscal 2004 and $44,280
(US$30,137) for fiscal 2003.

Selling expenses were $46,938 (US$35,816) for fiscal 2004 compared to $103,398
(US$70,372) for fiscal 2003. The decrease in selling expenses is attributable to
the decrease in advertising.

Computer expenses were $110,290 (US$84,159) for fiscal 2004, compared to
$316,010 (US$215,075) for fiscal 2003. This decrease was due to a reduction in
bandwidth rates.

TWELVE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE TWELVE MONTHS ENDED MARCH 31,
2002

For the twelve months ended March 31, 2003 revenue was $1,479,254
(US$1,006,775), compared to $1,227,878 (US$782,337)for the period ending March
31, 2002.

Cost of sales were $529,820 (US$360,593) for the twelve months ended March 31,
2003, compared to $348,525 (US$218,306) for the twelve months ended March 31,
2002. The main reason for the increase in cost of sales is attributable to the
increase in revenue, the company's main focus for the twelve months ended March
31, 2003 was to concentrate on the development and launching of new products to
increase their market share in buying and selling of traffic.

The Administrative expenses were $962,693 (US$655,205) for the twelve months
ended March 31, 2003, compared to $1,369,681 (US$857,927) for the twelve months
ended March 31, 2002. The main reason for the increase in is the increase in
revenue.

Selling expenses were $103,398 (US$70,372) for the period ended March 31, 2003,
compared to $61,059 (US$38,246) for the twelve months ended March 31, 2002. The
Selling expenses remained relatively stable for both periods.

Computer expenses were $ 316,010 (US$215,075)for the twelve months ended March
31, 2003, compared to $300,205 (US$188,039) for the twelve months ended March
31, 2002.

Computer expenses have decreased; as there has been increased competition for
bandwidth, our price dropped. The company has determined that goodwill
representing the value of the company's listing on a Canadian Stock Exchange is
permanently impaired, as the main market for the company shares has been moved
to the over the-counter bulletin board market ("OTC BB") in the United States.
Accordingly, an appropriate amount has been recorded as an impairment charge in
the statement of operations.

TWELVE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE TWELVE MONTHS ENDED MARCH 31,
2001

For the twelve months ended March 31, 2002 revenue was $ 1,227,878 (US$782,337),
compared to $2,508,122 (US$1,590,439) for the period ending March 31, 2001.

Cost of sales were $ 348,525 (US$218,306) for the twelve months ended March 31,
2002, compared to $737,562 (US$467,699) for the twelve months ended March 31,
2001. The main reason for the decrease in cost of sales is attributable to the
decrease in revenue, the company's main focus for the twelve months ended March
31, 2002 was to concentrate on the development and launching of new products to
increase their market share in the online entertainment sector. The buying and
selling of traffic was very limited in the twelve months ended March 31, 2002.

The Administrative expenses were $ 1,369,681 (US$857,927) for the year ended
March 31, 2002 compared to $ 1,318,372 (US$836,000) for the year ended March
31,2001. The administrative expenses remained relatively stable for both periods
in light of the significant decrease in revenue.

Selling expenses were $61,059 (US38,246) for the year ended March 31, 2002,
compared to $ 770,512 (US$488,594) for the year ended March 31, 2002. The
decrease in selling expenses is attributable to the decrease in traffic sales.

Computer expenses were $300,205 (US$188,039) for the year ended March 31, 2002,
compared to $439,071 (US$278,422) for the year ended March 31, 2001. Computer
expenses have decreased; as there has been increased competition for bandwidth
which resulted in a reduction to our rates.

Goodwill has been amortized on a straight-line basis beginning in the fiscal
year March 2000 over an estimated useful life of five years.

ITEM 5B

LIQUIDITY AND CAPITAL RESOURCES

TWELVE MONTHS ENDED MARCH 31, 2006

Phinder's primary sources of cash have historically been cash flow from
operations and equity offerings. The cash has been used for general working
capital.

Cash used in operating activities was $1,155,713 (US$989,521) for the twelve
months ended March 31, 2006, primarily attributable to a net loss of $2,408,533
(US$2,062,100).

Cash provided by financing activities in the twelve months ended March 31, 2006
was $1,972,261 (US$1,688,649). The primary source of funds was the issuance of
shares and convertible debentures.

Cash used in investing activities for the twelve months ended March 31, 2006 was
$361,713 (US$309,686) consisting of an acquisition of intangible assets for
$350,400 (US$300,000) and the purchase of capital assets $11,313 (US$9,686).

The company does not have any hedging activities. The company does not have any
material commitments for capital expenditures.

TWELVE MONTHS ENDED MARCH 31, 2005

Cash used in operating activities was $523,356 (US$432,669) for the twelve
months ended March 31, 2005, primarily attributable to a net loss of $821,476
(US$679,130).

Cash provided by financing activities in the twelve months ended March 31, 2005
was $519,242 (US$429,268) consisting of an increase in advances from
shareholders of $105,237 (US$87,001), a decrease in convertible notes payable of
$8,461 (US$6,995), an increase in loans payable of $35,095 (US$29,014), offset
by increase in capital stock of $257,339 (US$212,747) and share issuance by
subsidiary of $130,032 (US$107,500).

Cash used in investing activities for the twelve months ended March 31, 2005 was
$4,547 (US$3,759).

The company has very limited resources. In order to meet company's short cash
requirements, management intends to raise capital by issuing additional common
shares of the company. We anticipate raising these funds through private
placements of company securities with sophisticated investors. We have avoided
obtaining debt financing but may have to pursue this option if we are unable to
obtain equity financing on acceptable terms. We may experience difficulty in
obtaining funding on favorable terms, if at all. Any financing we might obtain
may contain covenants that restrict our freedom to operate our business or may
require us to issue securities that have rights, preferences or privileges
senior to our common stock and may dilute current shareholders' ownership
interest in the Company. To the extent that we require financing and are unable
to obtain it, we would be forced to significantly curtail our operations.

The company did not have any hedging activities.

The company does not have any material commitments for capital expenditures.

TWELVE MONTHS ENDED MARCH 31, 2004

Cash used in operating activities was $425,311 (US$324,541) for the twelve
months ended March 31, 2004, primarily attributable to a net loss of $926,835
(US$707,238).

Cash provided by financing activities in the twelve months ended March 31, 2004
was $425,733 (US$324,864) consisting of a decrease in advances from shareholders
$241,650 (US$184,935), a decrease in convertible notes payable of $16,636
(US$12,694), a decrease in loans payable of $30,779 (US$123,487), a decrease in
notes payable of $15,000 (US$11,446), offset by increase in capital stock of
$170,654 (US$130,220) and share issuance by subsidiary of $559,144 (US$426,665).

Cash used in investing activities for the twelve months ended March 31, 2004 was
$648 (US$494).

The company did not have any hedging activities.

The company does not have any material commitments for capital expenditures.

TWELVE MONTHS ENDED MARCH 31, 2003

Cash used in operating activities was $382,014 (US$259,997) for the twelve
months ended March 31, 2003, primarily attributable to a net loss of $ $764,341
(US$520,208).

Cash provided by financing activities in the twelve months ended March 31, 2003
was $389,896 (US$265,362) consisting of an increase in advances from
shareholders of $141,012 (US$95,972), a decrease in convertible notes of $7,600
(US$5,173)and an increase in capital stock of $ 302,605 (US$205,952), offset by
a decrease in loans payable of $46,121 (US$31,390).

Cash used in investing activities for the twelve months ended March 31, 2003 was
$5,065 (US$3,447).

TWELVE MONTHS ENDED MARCH 31, 2002

Cash used in operating activities was $633,978 (US$403,936) for the twelve
months ended March 31, 2002, primarily attributable to a net loss of $1,035,308
(US$659,641).

Cash provided by financing activities in the twelve months ended March 31, 2002
was $619,507 (US$388,041) consisting of an increase in advances from
shareholders of $64,153 (US$40,184), an increase in convertible notes of
$125,144 (US$79,735)and an increase in capital stock of $195,600 (US$122,518),
offset by a decrease in loans payable of $76,522 (US$47,931).

Cash used in investing activities for the twelve months ended March 31, 2002 was
$9,527 (US$5,967).

TWELVE MONTHS ENDED MARCH 31, 2006 COMPARED TO TWELVE MONTHS ENDED MARCH 31,
2005

Cash used in operating activities was $1,155,713 (US$989,521) for the twelve
months ended March 31, 2006, primarily attributable to a net loss of a net loss
of $2,408,533 (US$2,062,100). For the same period in 2005, cash used in
operating activities was $523,356 (US$432,669), attributable to a net loss of
$821,476 (679,130).

The increase of $632,357 (US$541,424) is mainly the result of increased business
activity due to the change in the company's focus to the supplying of web-based
technology to small businesses.

Cash provided by financing activities in the twelve months ended March 31, 2006
was $1,972,261 (US$1,688,650), primarily as a result of the issuance of shares
$963,263 (US$824,746) and convertible debentures $756,119 (US$647,389). In
addition, we received payment late in fiscal 2006 for shares that weren't issued
until fiscal 2007 in the amount of $420,480 (US$360,015). For the same period in
2005, cash provided by financing activities in the twelve months ended March 31,
2005 was $519,242 (US$429,268) consisting of $105,237 (US$87,001) increase in
advances from shareholders, decrease in convertible notes payable of $8,461
(US$6,995), increase in loans payable of $35,095 (US$29,014) offset by increase
in capital stock of $257,339 (US$212,747) and share issuance by subsidiary of
$130,032 (US$107,500).

The increase of $1,453,019 (US$1,244,075) is primarily the result of the
issuance of shares and convertible debentures.

Cash used in investing activities for the twelve months ended March 31, 2006 was
$361,713 (US$309,686) consisting of the purchase of intangible assets for
$350,400 (US$300,000) and the purchase of property and equipment for $11,313
(US$9,686). Cash used in investing activities for the twelve months ended March
31, 2005 was $4,547 (US$3,759).

The increase of $357,166 (US$305,793) is mainly due to the purchase of
intangible assets.

We believe that our cash and cash requirements as at March 31, 2006 of $457,558
(US$391,745) together with funds raised in recent financing activities and funds
expected to be generated from operations be sufficient to meet our cash
requirements through March 31, 2007. There can be no assurance that we will not
require additional financing prior to that time.

TWELVE MONTHS ENDED MARCH 31, 2005 COMPARED TO TWELVE MONTHS ENDED MARCH 31,
2004

Cash used in operating activities was $523,356 (US$432,669) for the twelve
months ended March 31, 2005, primarily attributable to a net loss of $821,476
(679,130). For the same period in 2004 cash used in operating activities was
$584,667 (US$446,140), attributable to a net loss of $821,476 (US$769,130).

Cash provided by financing activities in the twelve months ended March 31, 2005
was $519,242 (US$429,268) consisting of $105,237 (US$87,001) increase in
advances from shareholders, decrease in convertible notes payable of $8,461
(US$6,995), increase in loans payable of $35,095 (US$29,014) offset by increase
in capital stock of $257,339 (US$212,747) and share issuance by subsidiary of
$130,032 (US$107,500).

For the twelve months ended March 31, 2004 cash provided by financing activities
was $425,734 (US$324,864) consisting of $241,650 (US$184,935) decrease in
advances from shareholders, decrease in convertible notes payable of $16,635
(US$12,694), decrease in loans payable of $30,780 (US$123,487), decrease in note
payable of $15,000 (US$11,446) offset by increase in capital stock of $170,654
(US$130,220) and share issuance by subsidiary of $559,144 (US$426,665).

Cash used in investing activities for the twelve months ended March 31, 2005 was
$4,547 (US$3,759). Cash used in investing activities for the twelve months ended
March 31, 2004 was $648 (US$494).

We believe that our cash and cash requirements as at March 31, 2005 of
$2,723(US$2,251) together with funds raised in recent financing activities and
funds expected to be generated from operations and new product will be
sufficient to meet our cash requirements through March 31, 2006. There can be no
assurance that we will not require additional financing prior to that time.

TWELVE MONTHS ENDED MARCH 31, 2004 COMPARED TO TWELVE MONTHS ENDED MARCH 31,
2003

Cash used in operating activities was $425,311 (US$324,542) for the twelve
months ended March 31, 2004, primarily attributable to a net loss of $993,835
(US$758,395). For the twelve months ended March 31, 2003, cash used in operating
activities was $382,014 (US$259,997), attributable to a net loss of $764,341
(US$520,208).

Cash provided by financing activities in the twelve months ended March 31, 2004
was $425,734 (US$324,864) consisting of $241,650 (US$184,935) decrease in
advances from shareholders, decrease in convertible notes payable of $16,635
(US$12,694), decrease in loans payable of $30,780 (US$123,487), decrease in note
payable of $15,000 (US$11,446) offset by increase in capital stock of $170,654
(US$130,220) and share issuance by subsidiary of $559,144 (US$426,665). For the
twelve months ended March 31, 2003 cash provided by financing activities was
$389,896 (US$265,362) consisting of $141,012 (US$95,972) increase in advances
from shareholders, decrease in convertible notes payable of $7,600 (US$5,173)
and an increase in capital stock of $302,605 (US$205,952), offset by decrease in
loans payable of $46,121 (US$31,390).

Cash used in investing activities for the twelve months ended March 31, 2004 was
$648 (US$494) compared to $5,065 (US$3,447) for the same period ended March 31,
2003.

TWELVE MONTHS ENDED MARCH 31, 2003 COMPARED TO TWELVE MONTHS ENDED MARCH 31,
2002

Cash used in operating activities was $382,014 (US$259,997) for the twelve
months ended March 31, 2003, primarily attributable to a net loss of $ $764,341
(US$520,208). For the same period in 2002 cash used in operating activities was
$633,978 (US$403,936), attributable to a net loss of $ 1,035,308 (US$659,641).

Cash provided by financing activities in the twelve months ended March 31, 2003
was $389,896 (US$265,362) consisting of $141,012 (US$95,972) increase in
advances from shareholders, decrease in convertible notes payable of $7,600
(US$5,173) and an increase in capital stock of $ 302,605 (US$205,952), offset by
decrease in loans payable of $46,121 (US$31,390). For the twelve months ended
March 31, 2002 cash provided by financing activities were $619,507 (US$388,041)
consisting of $64,153 (US$40,184) increase advances from shareholders, increase
in convertible notes payable of $125,144 (US$79,735) and an increase in capital
stock of $ 195,600 (US$122,518), offset by decrease in loans payable of $76,522
(US$47,931).

Cash used in investing activities for the twelve months ended March 31, 2003 was
$5,065 (US$3,447), compared to $9,527 (US$5,967) for the same period ended March
31, 2002.

TWELVE MONTHS ENDED MARCH 31, 2002 COMPARED TO TWELVE MONTHS ENDED MARCH 31,
2001

Cash used in operating activities was $633,978 (US$403,936) for the twelve
months ended March 31, 2002, primarily attributable to a net loss of $1,035,308
(US$659,641). For the twelve months ended March 31, 2001, cash used in operating
activities was $472,170 (US$315,390), attributable to a net loss of $889,056
(US$593,852).

Cash provided by financing activities in the twelve months ended March 31, 2002
was $619,507 (US$388,041) consisting of $64,153 (US$40,184) increase in advances
from shareholders, increase in convertible note of $125,144 (US$79,735) and an
increase in capital stock of $ 195,600 (US$122,518), offset by decrease in loans
payable of $76,522 (US$47,931).

For the twelve months ended March 31, 2001 cash provided by financing activities
were $517,497 (US$345,666) consisting of $76,561 (US$51,140) increase in loans
payable, offset by a decrease in capital stock of $407,931 (US$272,481). Cash
used in investing activities for the twelve months ended March 31, 2002 was
$9,527 (US$5,967), compared to $46,639 (US$31,153) for the same period ended
March 31, 2001.

ITEM 5F. CONTRACTUAL OBLIGATIONS

The company has no contractual obligations except for lease commitments
disclosed in the Note 15 of Consolidated Financial Statements.

ITEM 6 A & C. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Two out of three directors were re-elected at the Corporation's Annual General
Meeting of Shareholders held on March 13, 2006. Brad Estra resigned and Michael
Curtis was elected instead.

John A. van Arem, Wayne Doss and Michael Curtis will hold offices until the next
Annual General Meeting or until their successors are elected. We do not maintain
insurance for the benefit of our directors and officers against liabilities
incurred by them in their capacity as directors or officers. We do not maintain
key man life insurance. There is no family relationship between or among any of
our directors and executive officers. None of our directors has a contract with
us providing for benefits upon termination of his position as a director.

The following discusses the business experience, history and functions of our
directors and senior officers.

Michael Curtis, age 52, has over 30 years of business experience in public
markets, and brings a strong and diversified corporate background to the
company. He was President and founder of Cardwell Capital Corporation, a private
investment and equity-trading firm, investing in private and public corporations
in the North American markets. Mr. Curtis has been an active participant as a
board member, as well as officer, of a number of public companies including oil
and gas, and mining exploration and development. He brings to the company a
strong background in trading, venture capital and corporate finance, along with
a recognized expertise in mergers and acquisitions.

Wayne Doss, age 51, is an independent management consultant, formerly President
& Chief Executive Officer of Keller Ladders, Inc. and Biltbest of California,
Inc. (formerly Keller Industries, Inc) from 1993 to December 31, 1999.

John A. van Arem, age 48, became the President, Director and Chairman of the
Board of the Corporation in December 1999. Since February 1998 to the present,
Mr. van Arem has been responsible for overall management of the Corporation and
its subsidiaries. From 1986 to 1992, Mr. van Arem owned and operated a
successful framing contracting company in Ontario, Canada.

Our Corporate Governance Committee performs an independent supervisory rollover
the management of the Corporation in accordance with its statutory obligations
and the role of an audit committee. We have no other committees of the board of
directors. Our Corporate Governance Policy requires that 2/3 of our Directors be
independent of management and free of any business or other relationship that
could materially interfere with the independent discharge of their duties. The
Directors and management are responsible for considering new appointees for
recommendation to the shareholders. The Board is charged with managing our
affairs with delegation of day-to-day activities to our President. The Board is
responsible for overseeing approval of our financial statements, business plans,
major capital expenditures, raising capital and other major financial
activities, executive hiring, compensation, assessment and succession, granting
of stock options, decisions to devote resources to new lines of business,
organizational restructurings, acquisitions and divestitures. All directors are
required to declare their interests in transactions or matters affecting the
Corporation and refrain from voting with respect to such matters.

6B. COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

Our directors do not receive any cash compensation from the Corporation for
acting as directors. They receive stock options periodically as determined by
the board and senior management, but there is no formal policy regarding such
grants. All such grants are subject to the terms of our stock option plan,
discussed under "Employees" below.

The following table and notes show the compensation paid by us to John Alexander
van Arem for 2006 fiscal year.

Name Management Other Long-Term Compensation Expiry Date
Service Annual Stock Options Grants
Provided Compen- No. of Exercise
sation Common Price
Shares
for which
option
granted
- --------------------------------------------------------------------------------
John A 168,192 (1) 11,856 (2) 2,500,000 (3) $ 0.15 Feb. 10/09
van Arem

(1) Mr. van Arem received in fiscal year 2006 a payment of $168,192 (US$144,000)
relating to management service provided. In the fiscal year 2006, Mr. van Arem's
total salary for twelve months was $0.

(2) Represents a monthly car allowance of $988 (US$850).

(3) Represents stock options to purchase common shares exercisable according to
reaching a certain levels of growth in gross revenue of the Company.

6E. SHARE OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT

The following table shows the share ownership of Directors and Senior Management
as of March 31, 2006.

NAME NUMBER OF SHARES PERCENTAGE OF
OWNED OUTSTANDING SHARES
John A. van Arem 7,467,000 (1)(2) 14%

Wayne Doss 372,500(1)(3) 0.7%

Michael Curtis 150,000 (1) 0.3%

(1) These shares do not carry any voting or other rights that are different from
the rights attaching to the Corporation's common shares, which are summarized in
Item 9 "The Offer and Listing".

(2) The number of shares includes 2,500,000 options exercisable at $0.15
according to reaching a certain levels of growth in gross revenue of the Company
and 217,000 options to purchase common shares that are immediately exercisable
at the price of $0.14. These options were granted on December 15, 2005 and March
26, 2003 and expire on February 10, 2009 and March 26, 2013 respectively.

(3) The number of shares owned includes 70,000 options to purchase common shares
that are immediately exercisable at the price of $0.14.

6D. EMPLOYEES

As of March 31, 2006, we had four full-time and one part-time employees,
compared to two full-time employees at March 31, 2005. This increase is
attributable to the growth of operations. All of our employees are located in
Toronto and occupy accounting or administrative positions. None of our employees
are covered by a collective bargaining agreement, and we believe that our
relationship with our employees is good. Our future success, however, will
depend upon our ability to attract and retain qualified personnel.

Our share option plan (the "Plan") was established in 1997 for the purpose of
attracting and retaining highly qualified personnel by providing incentives in
the form of stock options. Under the Plan incentive share options for up to a
specified limit of 3,000,000 common shares may be granted from time to time by
the board of directors to our directors, officers, employees and consultants,
and to the directors, officers, employees and consultants of our subsidiaries.

Options granted under the Plan will have an exercise price equal to the market
price of the common shares on the day preceding the day of the grant as
determined by our board of directors, where the market price is the closing
price (or the closing bid and asked prices, as applicable) on the exchange or
market where the shares are listed or quoted as selected by the board of
directors, and will be exercisable over the period determined by the board of
directors. Unvested options granted under the Plan will immediately become fully
vested and exercisable upon the occurrence of any one of the following four
events:

o The acquisition of more than 50% of the beneficial ownership of our
outstanding voting securities; a consolidation or merger with
another company where our shareholders do not have the same
proportionate ownership in the surviving entity that they had prior
to the merger, and we are either (i) Not the continuing or surviving
corporation, or (ii) our shares are converted into cash, securities
or other property;

o the sale, lease, exchange or other transfer of all or substantially
all of our assets; and

o our shareholders approve a plan of liquidation or dissolution.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

We are a publicly owned Canadian corporation. Another corporation or any
government does not control us directly or indirectly.

7A. MAJOR SHAREHOLDERS

The following table shows the ownership of our common shares as of March 31,
2006 of each person known to us to be the beneficial owner of more than 5% of
our outstanding common shares.

NAME NUMBER OF SHARES PERCENTAGE OF
OWNED OUTSTANDING SHARES
John A. van Arem 7,467,000 (1)(2) 14%

Monteque Limited 5,000,000(1) 9%

Michael Tinari 6,000,000(1)(3) 11%

(1) These shares do not carry any voting or other rights that are different from
the rights attaching to the Corporation's common shares, which are summarized in
Item 9 "The Offer and Listing".

(3) The number of shares owned includes 2,000,000 options to purchase common
shares that are exercisable at $0.10 according to reaching a certain levels of
growth in gross revenue of the Company. The options expire on February 9, 2006.

7B. RELATED PARTY TRANSACTIONS

There have been no transactions with related parties for the fiscal year 2006.

During fiscal 2004, Avrada issued 4,187,000 common shares for proceeds of
$559,144. Each share of Avrada was issued with one common share purchase warrant
attached, giving the holder the option to purchase one additional common share
of the subsidiary at the cost of $0.20 US, for the period of one year from the
date of the agreement. As at March 31, 2005, these options have expired.

In the years 1998 and 1999, before the reverse takeover, Web Dream entered into
routine business transactions with Jazz Monkey Media Inc. a company controlled
by John van Arem and Anthony Korculanic. These transactions were in the normal
course of business and at market prices. Jazz Monkey Media Inc. invoiced us for
the net cost of these services.

We owed Mr. van Arem $78,850 as at March 31, 2006. This amount is unsecured,
bears no interest and has no fixed term of repayment. (See Note 9 to our
financial statements beginning at page F-1 of this registration statement.)

Management of the Corporation is not aware of any material interest, direct or
indirect, of any director, officer or any associate or affiliate of any of the
foregoing persons, in any matter to be acted upon. There may develop potential
conflicts of interest to which the proposed directors and officers of the
Corporation may be subject in connection with the operations of the Corporation.
Conflicts, if any will be subject to the procedures and remedies under the
Business Corporations Act (Ontario). See "Item 10B Memorandum and Articles of
Association - Bylaws; Director's Conflicts."

ITEM 8. FINANCIAL INFORMATION

8A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The financial statements required herein are set forth beginning on page F-1 of
this registration statement.

DIVIDEND POLICY

On February 27, 2004, the Company issued by way of dividend 1,335,869 common
shares of Avrada, formerly wholly owned subsidiary of the Company, to the
Company's shareholders. This distribution was based on one common share of
Avrada for every two common shares held.

On March 17, 2004, the Company issued 75 per cent stock split for its
shareholders of record on April 7, 2004 issued on April 26, 2004. The shares
were issued on April 26, 2004.

The Company did not pay any cash dividends in the last fiscal period and the
Board of Directors does not contemplate doing so in the foreseeable future. We
believe that it is in the best interests of the Corporation and its shareholders
to retain all earnings to fund operations and growth.

LEGAL PROCEEDINGS

There are currently two material claims pending against us described in Note 18
to the financial statements. If we lose either of these suits or enter into
settlements requiring us to pay cash, our liquidity and financial position could
be adversely affected over the short term. There has been no activity on these
claims over the last 18 months.

ITEM 9. THE LISTING

COMMON SHARES

Each of our Common Shares carries one vote at all meetings of shareholders, is
entitled to dividends as and when declared by our Board of Directors and is
entitled upon liquidation, dissolution or winding-up to a pro rata share of the
assets distributable to holders of common shares. Our common shares carry no
conversion or pre-emptive rights. We have no other classes of shares. Pursuant
to section 23 (1) of the Business Corporations Act (R.S.O. 1990, c. B. 16),
which is our governing corporate legislation, our articles allow us to issue an
unlimited number of common shares at such time and to such persons and for such
consideration as the directors may determine. However, in certain circumstances
the Ontario Securities Act and the rules and policies of the Ontario Securities
Commission may require that we obtain shareholder approval to issue shares

TRANSFER AGENT

Our common shares are issued in registered form. Heritage Trust Company located
in Toronto, Ontario, Canada, is the registrar and transfer agent for our common
shares.

TRADING MARKET

Our common shares trade on over-the-counter bulletin board market ("OTC BB") in
the United States with the trading symbol "PHDTF". In Canada our common shares
trade "over-the-counter" on the Canadian Unlisted Board ("CUB") with the trading
symbol "ROOS" (formerly "SMRL") and CUSIP # 71879N108. The CUB system was
implemented in November 2000. It is only available to traders and brokers for
reporting trades that they have arranged in unlisted and unquoted equity
securities in Ontario. No real-time quotes or trades are available to the
public.

Prior to November 2000, our common shares traded on the Canadian Dealing Network
(CDN). The following table lists the reported high, low, closing prices and the
aggregate quarterly trading volumes on CDN for our common shares for the eight
fiscal quarters from December 31, 1998 to September 30, 2000.

CANADIAN DEALING NETWORK TRADING ACTIVITY
SALES (IN CANADIAN DOLLARS)

Period High Low Trading Volume

January 1 through March 15, 2001 * * *
Quarter ended December 31, 2000 $ 0.35 $ 0.25 11,111
Quarter ended September 30, 2000 $ 1.00 $ 0.40 271,054
Quarter ended June 30, 2000 $ 1.00 $ 0.40 20,698
Quarter ended March 31, 2000 $ 0.75 $ 0.50 22,640
Quarter ended December 31, 1999 $ 0.09 $ 0.01 **
Quarter ended September 30, 1999 $ 0.09 $ 0.01 5,133,722
Quarter ended June 30, 1999 $ 0.07 $ 0.01 1,282,167
Quarter ended March 31, 1999 $0.015 $0.015 287,723
Quarter ended December 31, 1998 $ 0.08 $ 0.01 419,000

*Since the formation of CUB, there is no record of quotations. On several
occasions in March 2001 we were advised by brokers trading in our common shares
that they were being offered at CDN$0.25. We are unable to conclusively
determine whether any trading occurred or the price of any trades.

**There were no trades reported during this period.

There can be no assurance that an active trading market for our common shares
will develop or be sustained.

On April 5, 2002 the Corporation was cleared for trading on the NASD OTC BB
under the symbol DGROF. We were cleared to submit a quote for $0.10 Bid to
$0.30.

ITEM 10B

MEMORANDUM AND ARTICLES OF ASSOCIATION

Incorporation

Originally a federally incorporated company, we were continued as an Ontario
corporation under the Business Corporations Act (Ontario) by Articles of
Continuance dated October 30, 1998. We filed Articles of Amalgamation under the
name Storimin Resources Limited on April 1, 1999, Ontario Corporation number
1348061. By Articles of Amendment filed January 19, 2000, we changed our name
from Storimin Resources Limited to Digital Rooster.com Inc Our Ontario
corporation number is 1348061. The Articles of Amalgamation provide in section 6
that there are no restrictions on the business that we may carry on or on the
powers that we may exercise. These provisions of our Articles of Amalgamation
have not been amended or revoked.

Bylaws

Our bylaws explain the way our corporate affairs are to be conducted. A copy of
our bylaws is attached as Exhibit 2.1 to this registration statement. As
provided for in the legislation that governs us, a bylaw can be made, amended or
repealed at any time by our directors. If the directors make, amend or repeal a
bylaw, the bylaw, amendment or repeal must be submitted to our shareholders at
the next shareholder meeting. Our shareholders may confirm, reject or amend the
bylaw, amendment or repeal. (R.S.O. 1990, c.B.16, s.116(2)). A shareholder may
propose to make, amend or repeal a bylaw. Such a proposal must be submitted to
our shareholders for adoption at the next shareholder meeting.

Borrowing powers

Our borrowing powers are authorized by section 2.05 and section 3.01 of our
bylaws. The financial institutions with which our banking business is to be
conducted are to be determined by our board of directors or any committee or
person designated by our board of directors to make such determination (section
2.05). Our board of directors, or any committee or person designated by our
board of directors, is authorized to borrow money, issue, reissue, sell or
pledge bonds, debentures, notes or other evidences of indebtedness on our
behalf. Our board of directors, or any committee or person designated by our
board of directors, is also authorized to secure or guarantee on our behalf the
performance of any present or future indebtedness, liability or obligation of
any person. The board of directors is authorized to exercise the borrowing
powers described above without obtaining authorization from our shareholders.

Director's Appointment and Quorum

A quorum for the transaction of business at any meeting of the board of
directors is set in section 4.01 of our bylaws to be at least a majority of the
directors. The board of directors can determine that a quorum shall be more than
a majority. Our directors are not required to hold any of our common shares.
Section 404 of our bylaws provides that our shareholders may by resolution
passed at a meeting specially called for such purpose remove any director from
office and fill the vacancy created by such removal.

Director's Conflicts:

Section 4.18 of our bylaws governs conflicts of interest involving our
directors. That section provides that a director or officer who is a party to,
or who is a director or officer of, or has a material interest in any person who
is a party to, a material contract or proposed material contract with the
Corporation, shall disclose the nature and extent of his interest at the time
and in the manner provided by the Business Corporations Act (Ontario). The
relevant provisions of that Act as of the date of this registration statement
provide that a director or officer of a corporation who (a) is a party to a
material contract or transaction or proposed material contract or transaction
with the corporation, or (b) is a director or an officer of, or has a material
interest in, any person who is a party to a material contract or transaction or
proposed material contract or transaction with the corporation, shall disclose
in writing to the corporation or request to have entered in the minutes of
meetings of directors the nature and extent of his other interest. (R.S.O. 1990,
c. B.16, s. 132 (1).) Any such contract or proposed contract may be referred to
the board or shareholders for approval even if such contract is one that in the
ordinary course of the Corporation's business would not require approval by the
board or shareholders. Such a director shall not vote on any resolution to
approve the same except as provided by the Act.

Section 4.19 of our bylaws provides that subject to any unanimous shareholder
agreement, the directors shall be paid such remuneration for their services and
reimbursed for expenses properly incurred as the board may from time to time
determine. Directors are not precluded from serving us in any other capacity and
receiving remuneration therefore

Director's Indemnity: Section 7 of our bylaws set forth certain protections for
our directors and officers. Section 7.01 provides that no director or officer
shall be held liable for any losses or liabilities provided that in exercising
his powers and discharging his duties he acts honestly and in good faith with a
view to our best interests and exercises the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances. These
provisions of our bylaws do not relieve any director or officer from the duty to
act in accordance with the Act and the regulations there under or from liability
for breach of such laws.

Shareholder's Meetings

Our board of directors, our chairman of the board or our president are
responsible for setting the date and place for the annual general meeting of
shareholders, which by law must be held no later than fifteen months after the
last annual meeting. The purpose of the annual meeting is to consider our
financial statements and reports, elect directors, appoint an auditor and
transact any other business (section 8.01).

Section 8.02 of our bylaws provides that our board, our chairman of the board,
or our president has the power to call a special meeting of shareholders at any
time.

Section 8.04 of our bylaws specifies the requirements for calling a shareholder
meeting. That section requires that notice of the time and place of each meeting
of shareholders shall be given not less than 21 nor more than 50days before the
date of the meeting to each director, to our auditor and to each shareholder who
at the close of business on the record date for notice is entered in the
securities register as the holder of one or more shares carrying the right to
vote at the meeting. Notice of a meeting of shareholders called for any purpose
other than consideration of the financial statements and auditor's report,
election of directors, and reappointment of the incumbent auditor must state the
nature of such business in sufficient detail to permit the shareholder to form a
reasoned judgment thereon and shall state the text of any special resolution to
be submitted to the meeting.

Section 8.05 of our bylaws requires us to prepare a list of shareholders
entitled to receive notice of a meeting, arranged in alphabetical order and
showing the number of shares held by each shareholder entitled to vote at the
meeting. If a record date for the meeting is fixed, the shareholders listed are
those registered at the close of business on the record date. If no record date
is fixed, the shareholders listed are those registered at the close of business
on the day immediately preceding the day on which notice of the meeting is given
or, where no such notice is given, on the day on which the meeting is held. The
list is to be made available for examination by any shareholder during usual
business hours at our registered office or at the place where our central
securities register is maintained and at the meeting. Where a separate list of
shareholders has not been prepared, the names of persons appearing in the
securities register at the requisite time as the holder of one or more shares
carrying the right to vote at such meeting will be deemed to be a list of
shareholders.

Section 8.06 of our bylaws sets out the requirements for setting a record date.
Our directors are not required to set a record date, but if they do, the record
date must not precede the date of the shareholder's meeting by more than 50 days
or less than 21 days. If our board does not fix a record date, the record date
for the determination of the shareholders entitled to receive notice of a
meeting shall be at the close of business on the day immediately preceding the
day on which the notice is given, or if no notice is given, the day of which the
meeting is held.

Section 8.07 of our bylaws allows for a shareholder meeting to be held without
notice if the requirements setouts in this section are met. These requirements
are: (a) all the shareholders entitled to vote at the meeting are presenting
person or represented, or if those not present or represented waive notice have
Or otherwise consent to the meeting, and (b) our auditors are present or waive
Notice have or otherwise consent to the meeting. The meeting can only proceed
without notice having been given if the shareholders, auditors or directors
Present are not attending for the express purpose of objecting to the
Transaction of any business on the grounds that the meeting is not lawfully
called.

Section 8.10 of our bylaws states that the quorum required in order to conduct
business at a shareholder's meeting two individuals present in person, each of
whom is a shareholder or proxy holder entitled to vote at the meeting.

Section 8.11 of our bylaws provides that every person named in the shareholder
list is entitled to vote the number of shares shown on the list opposite their
name. Every question to be decided at a shareholders meeting shall, unless
otherwise required by law, be determined by a majority of the votes cast on the
question (section 8.15).

Section 8.12 of our bylaws governs the rights of a shareholder to appoint a
proxy holder or representative to attend a shareholder meeting and vote at that
meeting on the shareholder's behalf. A proxy must be in writing and signed by
the shareholder or his or her attorney. Where a shareholder is a corporation or
association, it may authorize an individual to represent it at a shareholder
meeting. The authority of such an individual must be given by a resolution of
the corporation or shareholder and deposited with us.

Section 8.18 of our bylaws allows the chairman at a shareholders meeting to
adjourn the meeting provided that the shareholders consent to the adjournment.
If a shareholder meeting is adjourned for less than 30 days, notice of the
adjourned meeting does not have to be given. If a shareholder meeting is
adjourned by one or more adjournments for a total of 30 days or more, then
notice of the adjourned meeting must be given as required for an original
meeting.

ITEM 10D

EXCHANGE CONTROLS

The federal Investment Canada Act (the "ICA"), which became effective on June
30, 1985, regulates the acquisition by non-Canadians of control of a Canadian
Business (as defined in the ICA). Such an acquisition is either modifiable or
review able depending on its structure and the value of the assets of the
Canadian business being acquired. In effect, the ICA requires review by
Investment Canada, the agency which administers the ICA, and approval by the
Canadian government in the case of an acquisition of control of a Canadian
business by a non-Canadian that is a WTO Investor (as defined in the ICA) where:

(i) In the case of a direct acquisition of control of a Canadian entity (i.e.,
through a share purchase), the assets of the entity carrying on the Canadian
Business and of all other entities in Canada, the control of which is acquired
exceeds CDN $209 million (this threshold is adjusted annually for inflation and
growth in Canada's domestic product); or
(ii) in the case of a direct acquisition of assets of a Canadian Business (i.e.,
through an asset acquisition) the value of the assets used in carrying on the
Canadian business exceeds CDN $209 million. Where an investor is not a WTO
Investor, review is required where: (i) in the case of a direct acquisition of
control of a Canadian Business, the value of the assets of the business and all
other entities being acquired is CDN $5 million or more; or (ii) in the case of
an indirect acquisition of control of a Canadian Business, where the Canadian
Business has assets of CDN $50 million or more in value; or (iii) in the case of
an acquisition of assets of a Canadian Business, the assets represents more
than50% of the assets of the original group and the value of the acquired assets
exceeds CDN $5 million.

In the context of the Corporation three methods of acquiring control of a
Canadian business are regulated by the ICA: (i) the acquisition of all or
substantially all of the assets used in carrying on the Canadian business; (ii)
the acquisition, directly or indirectly, of voting shares of a Canadian
corporation carrying on the Canadian business; (iii) the acquisition of voting
shares of an entity which controls, directly or indirectly, another entity
carrying on a Canadian business. An acquisition of a majority of the voting
interests of an entity, including a corporation, is deemed to be an acquisition
of control under the ICA. An acquisition of less than one-third of the voting
shares of a corporation is deemed not to be an acquisition of control. An
acquisition of less than a majority, but one-third or more, of the voting shares
of a corporation is presumed to be an acquisition of control unless it can be
established that on the acquisition the corporation is not, in fact, controlled
by the acquirer through the ownership of voting shares. For partnerships, trusts
joint ventures or other unincorporated entities; an acquisition of less than a
majority of the voting interests is deemed not to be an acquisition of control.

10E. TAXATION

MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES

The following summary of the material Canadian federal income tax considerations
generally applicable in respect of the holding and disposition of common shares
reflects the Corporation's opinion. The tax consequences to any particular
holder of common shares will vary according to the status of that holder as an
individual, trust, corporation or member of a partnership, the jurisdiction in
which that holder is subject to taxation, the place where that holder is
resident and, generally, according to that holder's particular circumstances.

This summary is applicable only to holders who are resident solely in the United
States, have never been resident in Canada, deal at arm's length with the
Corporation, hold their common shares as capital property and who will not use
or hold the common shares in carrying on business in Canada.

This summary is based upon the provisions of the Income Tax Act of Canada and
the regulations there under (collectively, the "Tax Act" or "ITA") and the
Canada-United States Tax Convention (the "Tax Convention") as at the date hereof
and the current administrative practices of Revenue Canada, Taxation. This
summary does not take into account provincial income tax consequences.

This summary is not exhaustive of all possible income tax consequences. It's not
intended as legal or tax advice to any particular holder of common shares and
should not be so construed. Each holder should consult his own tax advisor with
respect to the income tax consequences applicable to him in his own particular
circumstances.

Dividends

In the case of any dividends paid to non-residents, we withhold the Canadian tax
and pay only the net amount to the shareholder. The rate of withholding tax is
generally 25% but by virtue of Article X of the Tax Convention, the rate of tax
on dividends paid to persons who are residents only of the United States for
purposes of the Tax Convention is generally limited to15% of the gross dividend
(or 5% in the case of certain corporate shareholders owning at least 10% of our
voting shares).

Dispositions

A non-resident of Canada is not subject to tax under the ITA in respect of a
capital gain realized upon the disposition of a common share unless the share is
"taxable Canadian property" to the holder thereof and the non-resident is not
otherwise entitled to relief under a tax treaty. In the case of a non-resident
holder to whom our shares represent taxable Canadian property and who is
resident only in the United States for purposes of the Tax Convention, no tax
under the ITA will be payable on a capital gain realized on such shares by
reason of the Tax Convention unless the value of such shares is derived
principally from real property situated in Canada. We believe that the value of
our common shares is not derived from real property situated in Canada.

A common share of the Corporation will be taxable Canadian property to
anon-resident holder if, at any time during the period of five years immediately
preceding the disposition, the non-resident holder, persons with whom then
on-resident holder did not deal at arm's length, or the non-resident holder
together with persons with whom the holder did not deal at arm's length owned
25% or more of the issued shares of any class or series of the Corporation. In
addition, a common share will be taxable Canadian property if the shares are not
listed on a prescribed stock exchange.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion that encompasses all of the material United States
Federal income tax consequences, under the law, generally applicable to a
U.S.Holder (as defined below) of our common shares. This discussion does not
address all potentially relevant Federal income tax matters and it does not
address consequences peculiar to persons subject to special provisions of
Federal income tax law, such as, for example, tax-exempt organizations,
qualified retirement plans, persons subject to alternative minimum tax,
financial institutions, insurance companies, real estate investment trusts,
regulated investment companies, broker-dealers, non-resident alien individuals
or foreign corporations whose ownership of common shares of the Corporation is
not effectively connected with the conduct of a trade or business in the United
States and shareholders who acquired their shares through the exercise of
employee share options or otherwise as compensation. In addition, this
discussion only applies to common shares held by U.S. Holders as capital assets
within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"), and does not cover any state, local or foreign tax
consequences.

The following discussion is based upon the sections of the Code, Treasury
Regulations, published Internal Revenue Service ("IRS") rulings, published
administrative positions of the IRS and court decisions that are currently
applicable, any or all of which could be materially and adversely changed,
possibly on a retroactive basis, at any time. The following discussion is for
general information only and is not intended to be, nor should it be construed
to be, legal or tax advice to any holder or prospective holder of common shares
of the Corporation and no opinion or representation with respect to the United
States Federal income tax consequences to any such holder or prospective holder
is made. Accordingly, holders and prospective holders of common shares of the
Corporation should consult their own tax advisors about the federal, state;
local and foreign tax consequences of purchasing, owning and disposing of our
common shares.

U.S. Holders

As used herein, a ("U.S. Holder") includes a holder of our common shares who is
a citizen or resident of the United States, a partnership or corporation
organized under the laws of the United States, an estate, the income of which is
subject to United States federal income tax without regard to its source and a
trust if a United States court is able to exercise primary supervision over
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust or if the trust was
inexistence on August 20, 1996 and has elected to continue to be treated as a
United States person, and any other person or entity whose ownership of our
common shares is effectively connected with the conduct of a trade or business
in the United States.

Distributions on our Common Shares

U.S. Holders receiving dividend distributions (including constructive dividends)
with respect to our common shares are required to include in gross income for
United States Federal income tax purposes the gross amount of such distributions
to the extent that we have current or accumulated earnings and profits, without
reduction for any Canadian income tax withheld from such distributions. Such
Canadian tax withheld may be credited, subject to certain limitations, against
the U.S. Holder's United States Federal Income tax liability or, alternatively,
may be deducted in computing the U.S. Holder's United States Federal taxable
income by those who itemize deductions. (See more detailed discussion at
"Foreign Tax Credit" below). To the extent that distributions exceed our current
or accumulated earnings and profits, they will be treated first as a return of
capital up to the U.S. Holder's adjusted basis in the common shares and
thereafter as gain from the sale or exchange of the common shares. Preferential
tax rates for long-term capital gains are applicable to an U.S. Holder, which is
an individual, estate or trust. There are currently no preferential tax rates
for long-term capital gains for an U.S. Holder, which is a corporation.
Dividends paid in Canadian dollars will be included in income in an U.S. Dollar
amount based on the exchange rate at the time of their receipt. U.S. Holders
should consult their own tax advisors regarding the treatment of any foreign
currency gain or loss on any Canadian dollars received as a dividend, which are
converted into U.S. dollars on a date subsequent to receipt.

Dividends paid on our common shares will not generally be eligible for the
dividends received deduction provided to corporations receiving dividends from
certain United States corporations. A U.S. Holder which is a corporation may,
under certain circumstances, be entitled to a 70% deduction of the United States
source portion of dividends received from the Corporation(unless we qualify as a
"foreign personal holding Corporation" or a "passive foreign investment
Corporation", as defined below) if such U.S. Holder owns shares representing at
least 10% of the voting power and value of the Corporation. The availability of
this deduction is subject to several complex limitations, which are beyond the
scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax
with respect to the ownership of our common shares may be entitled, at the
option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim a
credit because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on an annual basis and applies to all
foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from)
the U.S. Holder during the year. There are significant and complex limitations
which apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holders United States income
tax liability that the U.S. Holder's foreign source income bears to his/her or
its worldwide taxable income.

In the determination of the application of this limitation, the various items of
income and deduction must be classified into foreign and domestic sources.
Complex rules govern this classification process. There are further limitations
on the foreign tax credit for certain types of income such as passive income",
"high withholding tax interest", "financial services income", "shipping income",
and certain other classifications of income. In certain circumstances, recently
enacted legislation and other guidance issued by the United States Treasury may
deny a United States holder foreign tax credits (and instead may allow
deductions) for foreign taxes imposed on a dividend if the United States holder
(i) has not held the common shares for at least 16 days in the 30-day period
beginning 15 days before the ex-dividend date, during which it is not protected
from risk of loss; (ii) is obligated to make payments related to the dividends;
or (iii) holds the common shares in arrangements in which the United States
holder's expected economic profit, after non-US taxes, is insubstantial.

The availability of the foreign tax credit and the application of the
limitations on the credit are fact specific and holders and prospective holders
of common shares of the corporation should consult their own tax advisors
regarding their individual circumstances.

Disposition of our Common Shares of the Corporation

A U.S. Holder will recognize gain or loss upon the sale of our common shares
equal to the difference, if any, between (i) the amount of cash plus the fair
market value of any property received and (ii) the shareholder's tax basis in
our common shares. Any gain recognized on the sale or other disposition of
common shares will generally be U.S. source income. Any loss recognized on the
sale or other disposition of common shares will generally be U.S. source.
However, such loss will be foreign source to the extent certain dividends were
received by the U.S. Holder within the 24-month period preceding the date on
which the loss was recognized. This gain or loss will be capital gain or loss if
the common shares are capital asset in the hands of the U.S. Holder, which will
be a short-term or long-term capital gain or loss depending upon the holding
period of the U.S. Holder. Gains and losses are netted and combined according to
special rules in arriving at the overall capital gain or loss for a particular
tax year. Deductions for net capital losses are subject to significant
limitations. For U.S. Holders who are individuals, a capital loss is deductible
only to the extent of capital gains, plus ordinary income of up to U.S. $3,000;
any unused portion of such net capital loss may be carried over to be used in
later tax years until such net capital loss is thereby exhausted.

For U.S.Holders that are corporations (other than corporations subject to
Subchapter of the Code), any unused net capital loss may be carried back three
years from the loss year and carried forward five years from the loss year to be
offset against capital gains until such net capital loss is thereby exhausted.
If the amount realized on a sale or exchange is not denominated in U.S. dollars,
the amount realized will be equal to the U.S. dollar value thereof, determined
at the spot rate on the date of the sale or exchange.

Other Considerations

In the following two circumstances, the above sections of the discussion may not
describe the United States Federal income tax consequences resulting from the
holding and disposition of our common shares. Based on (a) the number of
shareholders of our common shares and (b) the majority ownership of our shares
by Canadian residents, we do not believe that it is either a" Foreign Personal
Holding Corporation" or a "Controlled Foreign Corporation."

10H. INSPECTION OF DOCUMENTS

Documents referred to in this registration statement may be inspected at our
executive offices at 366 Bay Street, 12th floor, Toronto, Ontario, M5H 4B2,
during normal business hours.

ITEM 11: QUANTITATIVE AND QUALITATIVE ASSESSMENT OF MARKET RISK

EXCHANGE RATE SENSITIVITY

In past years, the Company was greatly exposed to risks caused by fluctuations
in the exchange rate of the U.S. dollar to the Canadian, as most revenues were
in U.S. dollars, but the bulk of our costs were in Canadian dollars. As the
Canadian dollar had been strengthening in comparison to the U.S. dollar, there
were fewer funds to cover our Canadian dollar costs.

Currently, Phinder conducts business primarily in the United States, realizing
all revenues in U.S. funds and purchases a large percentage of its required
services in U.S. funds. As a result, the continuing strength of the Canadian
dollars vs. the U.S. dollars has less of an impact on us than in past years.

The Company does not hedge against the risk of exchange fluctuations.

Part III

ITEM 17. FINANCIAL STATEMENTS

Audited Financial Statements
Page
Phinder Technologies Inc.
For the year ended March 31, 2006 and 2005
Auditors' Report F1

Financial Statements and Notes F2 - F15

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND 2005
(EXPRESSED IN CANADIAN DOLLARS)

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)

MARCH 31, 2006 AND 2005
(EXPRESSED IN CANADIAN DOLLARS)

CONTENTS

Page

Auditors' Report 1

Consolidated Financial Statements

Consolidated Balance Sheets 2

Consolidated Statements of Operations 3

Consolidated Statements of Deficit 4

Consolidated Statements of Cash Flows 5

Notes to Consolidated Financial Statements 8 - 26

MINTZ & PARTNERS LLP

AUDITORS' REPORT

To the Shareholders of
Phinder Technologies Inc. (formerly known as Digital Rooster.com Ltd.)

We have audited the consolidated balance sheets of Phinder Technologies Inc.
(formerly known as Digital Rooster.com Ltd.) as at March 31, 2005 and the
consolidated statements of operations, deficit and cash flows for the years
ended March 31, 2006, 2005, and 2004. These financial statements are the
responsibility of the corporation's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

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

In our opinion, these financial statements presents fairly in all material
respects, the financial position of the corporation as at March 31, 2006 and
2005 and the results of operations and its cash flows for the years ended March
31, 2006, 2005 and 2004 in accordance with Canadian generally accepted
accounting principles.

/s/ Mintz & Partners LLP

Toronto, Ontario CHARTERED ACCOUNTANTS
June 28, 2006

CANADA - U.S. REPORTING DIFFERENCES

(a) Going Concern Basis of Presentation

In the United States, reporting standards for auditors require the addition of
an explanatory paragraph when the financial statements are effected by
conditions and events that cast substantial doubt on the company's ability to
continue as a going concern, such as those described in Note 1 to the financial
statements.

(b) Comments by Auditor

Our report to the shareholders dated June 28, 2006 is expressed in accordance
with Canadian reporting standards, which do not permit a reference to such
events and conditions in the auditor's report when these are adequately
disclosed in the financial statements.

/s/ Mintz & Partners LLP

Toronto, Ontario CHARTERED ACCOUNTANTS
June 28, 2006

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
CONSOLIDATED BALANCE SHEETS

AS AT MARCH 31, 2006 2005
(RESTATED - NOTE 2B
AND 20)
ASSETS

CURRENT
Cash $ 457,558 $ 2,723
Accounts receivable (Note 3) 1,201,791 9,365
Prepaid expenses (Note 4) 1,286,577 41,845
----------- -----------
2,945,926 53,933

PROPERTY AND EQUIPMENT (Note 5) 50,933 57,463
INTANGIBLE ASSET 350,400 --
----------- -----------
$ 3,347,259 $ 111,396
=========== ===========

LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 2,477,003 $ 1,004,461
Deferred revenue -- 6,146
Convertible notes payable (Note 6) 86,080 89,146
Loans payable (Note 7) 23,360 35,095
Convertible debentures (Note 8) 666,344 --
Due to shareholders (Note 9) 78,850 --
----------- -----------
3,331,637 1,134,848

DUE TO SHAREHOLDERS (Note 9) -- 249,324
----------- -----------
3,331,637 1,384,172
----------- -----------

SHAREHOLDERS' DEFICIENCY
CAPITAL STOCK (Note 10) 5,723,101 3,158,521
SUBSCRIPTIONS RECEIVED (Note 10(e)) 420,480 --
CONTRIBUTED SURPLUS (Note 11) 1,349,027 637,156
DEFICIT (7,476,986) (5,068,453)
----------- -----------
15,622 (1,272,776)
----------- -----------
$ 3,347,259 $ 111,396
=========== ===========

APPROVED ON BEHALF OF THE BOARD

/S/ John van Arem /S/ Wayne Doss

SEE ACCOMPANYING NOTES
2.

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED MARCH 31 2006 2005 2004
(RESTATED NOTE (RESTATED NOTE
2B AND 20 ) 2B AND 20 )

REVENUES $ 5,049,248 $ 199,794 $ 465,812

COST OF REVENUES 2,987,122 32,277 122,055
------------ ------------ ------------

GROSS PROFIT 2,062,126 167,517 343,757
------------ ------------ ------------

EXPENSES
Administrative 2,151,897 361,862 804,165
Selling 40,216 220,048 46,938
Consulting services 1,288,831 129,726 100,750
Computer 79,788 102,535 110,290
Management fees 485,969 132,018 221,000
Web hosting contract 90,000 -- --
Financing 37,604 -- --
Interest 278,511 22,177 25,431
Amortization 17,843 20,627 29,018
------------ ------------ ------------
4,470,659 988,993 1,337,592

NET LOSS $ (2,408,533) $ (821,476) $ (993,835)
============ ============ ============

LOSS PER SHARE (NOTE 12)
(BASIC AND FULLY DILUTED) $ (0.061) $ (0.068) $ (0.135)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES 39,575,665 12,135,646 7,359,209

SEE ACCOMPANYING NOTES
3.

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
CONSOLIDATED STATEMENTS OF DEFICIT

FOR THE YEARS ENDED MARCH 31 2006 2005 2004
(RESTATED NOTE (RESTATED
NOTE 2B AND 20 ) NOTE 2B AND 20)

DEFICIT - beginning of year
As previously reported $(5,068,453) $(4,191,897) $(3,208,862)

Change in accounting policy (Note 2b) -- (55,080) (44,280)
----------- ----------- -----------

Deficit - as restated $(5,068,453) $(4,246,977) $(3,253,142)

NET LOSS - for the year (2,408,533) (821,476) (993,835)
----------- ----------- -----------
DEFICIT - end of year $(7,476,986) $(5,068,453) $(4,246,977)
=========== =========== ===========

SEE ACCOMPANYING NOTES

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31 2006 2005 2004
(RESTATED - (RESTATED -
NOTE 2B AND 20) NOTE 2B AND 20)

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(2,408,533) $ (821,476) $ (993,835)
Items not affecting cash:
Amortization of property and equipment 17,843 20,627 29,018
Consulting services paid by issuance of shares 490,137 107,975 102,350
Consulting services paid by issuance of subsidiary shares 50,000 17,500 --
Management fees paid by issuance of shares -- 17,500 221,000
Financing fees paid by issuance of shares 52,335 -- --
Purchase of concept and contracts by issuance of shares 90,000 -- --
Rent paid by issuance of shares 17,040 41,322 --
Stock-based compensation 700,971 10,400 10,800
Settlement of debt by issuance of shares 3,464 -- 46,000
Salary increases paid by issuance of shares 1,180 -- --
Consulting services credited by cancellation
of subsidiary shares (Note 13) (51,000) -- --
Loan fees paid by issuance of shares 34,655 -- --
Debenture fees paid by debenture issue 3,000 -- --
Convertible loan interest paid by issuance of shares 520 -- --
----------- ----------- -----------
(998,388) (606,152) (584,167)
Net change from non-cash operating assets and liabilities (Note 14) (157,325) 82,796 159,356
----------- ----------- -----------
CASH USED IN OPERATING ACTIVITIES (1,155,713) (523,356) (425,311)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITES
Purchase of property and equipment (11,313) (4,547) (648)
Acquisition of intangible asset (350,400) -- --
----------- ----------- -----------
CASH USED IN INVESTING ACTIVITIES (361,713) (4,547) (648)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from shareholders (170,474) 105,237 (241,650)
Convertible notes payable (3,066) (8,461) (16,636)
Increase in loans payable -- 35,095 --
Decrease in loans payable (5,961) -- (30,779)
Notes payable -- -- (15,000)
Issuance of shares and warrants, net of share issue costs 963,263 257,339 170,654
Issuance of capital stock by subsidiary 11,900 130,032 559,144
Subscriptions received in advance of share issuance 420,480 -- --
Issuance of convertible debentures 756,119 -- --
----------- ----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES 1,972,261 519,242 425,733
----------- ----------- -----------
NET CHANGE IN CASH 454,835 (8,661) (226)
CASH - Beginning of year 2,723 11,384 11,610
----------- ----------- -----------
CASH - End of year $ 457,558 $ 2,723 $ 11,384
=========== =========== ===========

SEE ACCOMPANYING NOTES
5.

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2006, 2005 AND 2004

Non-cash transactions:

During 2006, the Company entered into the following non-cash transactions:

Operating and Financing Activities:

o 15,488,000 common shares were issued in payment for consulting services,
with $490,137 expensed in this year.

o 500,000 subsidiary common shares were issued in payment for consulting
services valued at $50,000.

o 960,000 common shares were issued in payment of financing and loan fees
valued at $86,990.

o 1,500,000 common shares were issued in payment for Web hosting contract
valued at $90,000.

o 80,000 common shares were issued in payment of rent valued at $17,040.

o Stock-based compensation valued at $700,971 was recognized.

o 10,000 common shares were issued as payment of salary increases valued at
$1,180.

o 510,000 subsidiary common shares were cancelled for non-performance of
consulting services originally valued at $51,000.

o 4,500 common shares were issued as payment of loan interest valued at
$520.

o Debenture fees valued at $3,000 were paid by deducting them from the
contribution to a debenture by an investor.

o 50,000 common shares were issued in payment of a loan valued at $5,774.

o 750,000 common shares were issued in payment of a convertible debenture
valued at $92,775.

o 40,000 common shares were issued in payment of a debt valued at $3,464.

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2006, 2006 AND 2004

During 2005, the Company entered into the following non-cash transactions:

Operating and Financing Activities:

o 2,659,500 common shares were issued in payment for consulting services
valued at $107,975.

o 70,000 common shares were issued in payment for rent valued at $41,322.

o 650,000 common shares were issued in payment for management services
valued at $17,500.

o 20,000 common shares were issued as partial repayment of a convertible
note payable valued at $3,301.

o Stock based compensation valued at $10,400 was recognized.

o 1,000,000 common shares of the Company's subsidiary Avrada Inc. were
bought back for $135,000. The amount payable was adjusted against advances
from shareholders.

During 2004, the Company entered into the following non-cash transactions:

Operating and Financing Activities:

o 1,700,000 common shares were issued in payment for management services
valued at $221,000.

o 1,041,000 common shares were issued in payment for consulting services
valued at $102,350.

o 460,000 common shares were issued in settlement of debt valued at $46,000.

o Stock based compensation valued at $10,800 was recognized.

o On March 17, 2004, the Company declared a 75% stock dividend to its
shareholders. Shareholders of record on April 7, 2004 received three
additional shares for every four shares held. The stock dividend was
effected as a stock split and the shareholders have received no monetary
value.

PHINDER TECHNOLOGIES INC.
(FORMERLY KNOWN AS DIGITAL ROOSTER.COM LTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006, 2005 AND 2004
- --------------------------------------------------------------------------------

1. NATURE OF COMPANY'S OPERATIONS AND BASIS OF PREPARATION

On February 1, 2005, the Company changed its name from Digital Rooster.com
Ltd to Phinder Technologies Inc.

Phinder Technologies Inc, (the "Company"), formerly known as Digital
Rooster.com Ltd., its formerly wholly owned subsidiary Avrada Inc., and
its wholly owned subsidiaries of Phinder Corporation, Axcess Internet
Solutions, Inc., Web Dream Inc. and Pizay Investments Inc. ("the Group")
derive their revenues from the provision of entry level e-commerce,
hosting and e-marketing solutions to small business owners, allowing them
to quickly establish a personalized online presence.

GOING CONCERN BASIS OF PRESENTATION

These financial statements have been prepared in accordance with Canadian
generally accepted accounting principles applicable to a going concern
that contemplates the realization of assets and the payment of liabilities
in the ordinary course of business. Accordingly, they do not give effect
to adjustments that would be necessary should the Company be unable to
continue as a going concern. In other than the normal course of business,
the Company may be required to realize its assets and liquidate its
liabilities and commitments at amounts different from those in the
accompanying financial statements. Due to the operating losses of the past
several years and the working capital deficiency as at March 31, 2006, the
Company's continuance as a going concern is dependent upon its ability to
obtain adequate financing or to reach and sustain profitable levels of
operation. It is not possible to predict whether financing efforts will be
successful or if the Company will attain profitable levels of operations.

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance
with Canadian Generally Accepted Accounting Principles ("GAAP").
Significant differences between Canadian "GAAP" and United States "GAAP,
as they relate to these consolidated financial statements, are explained
in Note 20.

a. REVENUE RECOGNITION

The Company's revenue from the sale of its Internet Bundle is generated
through sales by selected telemarketing companies. Sales are invoiced
monthly and the Company recognizes revenue from these sales based upon the
start date of the service period.

Note that the revenue steam for the Company has changed from prior years.
The revenue is still within the web-based marketplace and therefore does
not constitute a discontinuation of operation for prior years' operations.

2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

b. CHANGE IN ACCOUNTING POLICY

Effective January 1, 2004, the CICA handbook, Section 3870 "Stock-Based
Compensation and Other Stock-Based Payments was amended to require
expense treatment of all stock-based compensation and payments for
options granted on or after January 1, 2002. To reflect this change in
the accounting policy, prior years' financial statements were restated.
This restatement resulted in an increase in net loss by $10,400 and
$10,800 for the fiscal years ended March 31, 2005 and 2004
respectively; an increase of $55,080 and $44,280 to the opening deficit
for the fiscal years ended March 31, 2005 and 2004 respectively and an
increase in contributed surplus of $65,480 and $55,080 for the fiscal
years ended March 31, 2005 and 2004 respectively.

c. PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost, less accumulated
amortization. Amortization is provided annually at rates calculated to
write-off the assets over their estimated useful lives, as follows:

Furniture and equipment 20% declining balance
Leasehold improvements Straight line over the lease term
Computer hardware 30% declining balance
Computer software 100% straight line

Property and equipment purchased during the period are amortized at
one-half of the above stated rates.

d. FOREIGN CURRENCY TRANSLATION

The monetary assets and liabilities of the Company, which are
denominated in a foreign currency, are translated into Canadian dollars
using the rate of exchange in effect at the balance sheet date. Capital
stock has been translated into Canadian dollars at historical rates of
exchange. Revenues and expenses are translated at rates of exchange
prevailing on the transaction date.

e. COSTS OF RAISING CAPITAL

Incremental costs incurred in respect of raising capital are charged
against the equity proceeds raised.

2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

f. NON-MONETARY TRANSACTIONS

Transactions in which shares or other non-cash consideration are
exchanged for assets or services are valued at the fair value of the
assets or services involved in accordance with Section 3830
("Non-monetary transactions") of the CICA handbook.

g. INCOME TAXES

Income taxes are accounted for using the asset and liability method,
whereby future income tax assets an liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities measured using substantially enacted tax rates and laws
that will be in effect when the differences are expected to reverse.
Future income tax assets initially recognized are reduced by a
valuation allowance. A valuation allowance equivalent to the amount for
which the Company is not reasonably assured that the value of the asset
will be realized.

h. STOCK-BASED COMPENSATION

For stock-based compensation issued to employees, the Company
recognizes an expense. The Company accounts for its grants in
accordance with the fair value-based method of accounting for
stock-based compensation

For stock-based compensation issued to non-employees, the Company
recognizes an asset or expense based on the fair value of the equity
instrument issued.

i. USE OF ESTIMATES

The preparation of these consolidated financial statements in
accordance with Canadian Generally Accepted Accounting Principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements
and the reported amounts of revenues and expenses during the reporting
period. Significant estimates include the assessment of valuation of
stock warrants. Actual results could differ from those estimates.

j. LOSS PER SHARE

The Company has adopted the treasury stock method of calculating
diluted earnings/loss per share. Under this method, the exercise of
options is assumed to have occurred at the beginning of the period and
the related common shares are assumed to have been issued at that time.
The proceeds

10.

2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

j. LOSS PER SHARE - CONTINUED

from the exercise are assumed to have purchased common shares of the
Company for cancellation at the average market price during the period.
The incremental shares (difference between the number of shares assumed
issued and the number of shares assumed purchased) are included in the
denominator of the diluted earning/loss per share calculation. Fully
diluted loss per share will not be calculated, when the effect on the
loss per share would be anti-dilutive.

k. INTANGIBLE ASSET

On October 4, 2004, the Company entered into an agreement to acquire
100% ownership of Axcess Internet Solutions, Inc. ("Axcess"), from Nova
Financial Partners, Inc. ("Nova"). As consideration for this purchase
the Company agreed to a consulting agreement with Nova, which called
for fees equals to 50% of the Gross Profit generated by "Axcess". In
April 2005, this consulting agreement was terminated in exchange for
850,000 common shares of the Company's common shares and an agreement
to pay Nova royalties based upon Axcess' annual revenue. On November
18, 2005, it was agreed that Phinder would redeem the issued shares and
purchase the royalty rights from Nova for a price of $300,000 US, with
payments in November and December 2005.

There were no assets acquired in this purchase other than the Trade
Name. Canadian Generally Accepted Accounting Principles requires that
intangible assets such as Trade Names regularly be tested for
impairment. An impairment loss would be recognized when the carrying
amount of the asset exceeds the estimated discounted cash flow used in
determining the fair value of the asset. No impairment has been
recorded for this asset.

3. ACCOUNTS RECEIVABLE

2006 2005

Accounts receivable, gross $1,685,533 $9,365
Less Allowance for doubtful accounts 483,742 -
---------- ------
Accounts receivable, net $1,201,791 $9,365
========== ======

11.

4. PREPAID EXPENSES

Prepaid expenses consist of:

2006 2005

Prepaid consulting expense $1,142,920 $ 29,030
Prepaid lead scrubbing expense 127,906 -
Prepaid general expense 15,751 12,815
---------- --------
$1,286,577 $ 41,845
========== ========

a. Lead scrubbing is the costs of validating telephone numbers and names
prior to the calling of prospective clients in order to make more
effective sales calls, thus increasing our call volume and generating
increased revenues.

5. PROPERTY AND EQUIPMENT

2006 COST ACCUMULATED NET CARRYING
AMORTIZATION AMOUNT

Furniture and equipment $ 47,128 $ 32,541 $ 14,587
Leasehold improvements 8,141 8,141 -
Computer hardware 249,233 213,828 35,405
Computer software 22,840 21,899
--------- --------- ---------
941
$ 327,342 $ 276,409 $ 50,933
========= ========= =========

2005 COST ACCUMULATED NET CARRYING
AMORTIZATION AMOUNT
Furniture and equipment $ 45,978 $ 29,038 $ 16,940
Leasehold improvements 8,141 8,141 -
Computer hardware 240,952 200,429 40,523
Computer software 20,958 20,958 -
--------- --------- ---------
$ 316,029 $ 258,566 $ 57,463
========= ========= ========

6. CONVERTIBLE NOTES PAYABLE

The convertible notes payable are non-interest bearing, unsecured and
payable within the current fiscal year. The notes are convertible at the
option of the lenders, at a conversion rate of $7.14 US per common share
of approximately 11,200 common shares in aggregate.

12.

7. LOANS PAYABLE

The loans payable consist of $29,000 Cdn ($25,000 US) that is unsecured;
bearing no interest, with no fixed terms of repayment and $6,095 Cdn
($5,000 US) that is unsecured, bearing annual interest of 9% and due on
August 15, 2005. This loan was repaid in February 2006 by issuance of
common shares.

LOAN 1 LOAN 2 TOTAL

Opening balance, April 1, 2004 $ - $ - $ -
Addition 29,000 6,095 35,095
-------- ------- -------
Balance as at March 31, 2005 $ 29,000 $ 6,095 35,095
Payment (5,640) - (5,640)
Payment by issuance of 50,000 shares - (6,095) (6,095)
-------- ------- -------
Balance as at March 31, 2006 $ 23,360 $ - $23,360
======== ======= =======

8. CONVERTIBLE DEBENTURES

In fiscal 2006, the Company raised $666,344 Cdn ($570,500 US) by issuing
convertible debentures bearing interest ranging from 18.0% to 30% per
annum and maturing at dates between June 20, 2006 and July 31, 2006.

The debentures are convertible at the option of the holder into common
shares and purchase warrants of the Company. The conversion price ranging
from $0.15 US to $0.25 US. The warrant entitles the warrant holder to the
purchase of one additional common share at $0.25 US.

The fair value of the conversion option at the time of the issuance of the
debenture was determined to be nil. As a result, there is no bifurcation
of debt to equity.

One of the debentures is secured by a general security agreement and a
chattel mortgage covering equipment and receivables.

9. DUE TO SHAREHOLDERS

Shareholders' advances are unsecured; bear no interest, with no fixed
terms or repayment. The lender has agreed not to demand payment before
September 1, 2006.

13.

10. CAPITAL STOCK

a. Authorized Unlimited common shares

ISSUED AND OUTSTANDING NUMBER AMOUNT

BALANCE AS AT MARCH 31, 2004 8,094,639 $ 2,731,086
Additional shares issued (i) 4,738,590 -
Issued for cash 6,106,768 257,338
Issued for consulting services 2,659,500 107,975
Issued for management services 650,000 17,500
Issued for rent 70,000 41,322
Issued as convertible note payable repayment 20,000 3,300
---------- -----------
BALANCE AS AT MARCH 31, 2005 22,339,497 3,158,521
Issued for cash 9,898,999 816,137
Issued for consulting services 15,271,000 1,303,574
Issued for rent 80,000 17,040
Issued for purchase web hosting 1,500,000 90,000
Issued for financing fees 1,011,000 70,641
Issued as collateral (ii) 2,000,000 -
Issued for cash as warrant conversion 1,506,666 128,820
Issued as repayment on convertible debenture 750,000 92,775
Issued in place of staff salary increases 10,000 1,180
Issued for loan fees 479,000 34,655
Issued as convertible loan/interest repayment 54,500 6,294
Issued as repayment of debt 40,000 3,464
---------- -----------
BALANCE AS AT MARCH 31, 2006 54,940,662 $ 5,723,101
========== ===========

(i) On March 17, 2004 the Company declared a 75% split of the Company's
common shares by means of a dividend. Every four outstanding whole
common shares became entitled to three additional common shares. Share
certificates representing the stock dividend were mailed on or after
April 26, 2004 to shareholders of record as of the close of business on
April 7, 2004. The effect of increasing the number of the Company's
common shares by 75% is reflected in the weighted average number of
shares outstanding and loss per share. The additional shares issued
represent the net of the 6,110,490 shares originally issued and
subsequent cancellation of 1,371,900 shares.

(ii) Shares were issued as collateral in order to secure extended
credit terms with a provider of marketing services for our Internet
Bundle product.

14.

10. CAPITAL STOCK - CONTINUED

b. Stock Options

Under the terms of the Company's stock option plan, the Board of
Directors may grant options to employees, officers, directors and
consultants. The options are granted at the Company's then current fair
market value of the Common shares of the Company under terms and
conditions as determined by the Board.

Number of Avg Weighted
Shares Exercise Price
------ --------------
OUTSTANDING, MARCH 31, 2004 AND 2005 247,000 $ 0.25

Granted 8,665,000 0.12
Expired/cancelled (247,000) 0.25
---------
OUTSTANDING, MARCH 31, 2006 8,665,000 $ 0.12
=========

The following table summarizes the share options outstanding at March 31,
2006:

# of
Exercise Exercisable Weighted Ave Avg Weighted
Price Options Expiry Date Remaining Life Exercise Price

$ 0.10 500,000 June 15, 2006 2.5 months $0.10
0.10 10,000 January 14, 2007 1 year 0.10
0.10 25,000 January 31, 2007 1 year 0.10
0.10 10,000 February 1, 2007 1 year 0.10
0.20 50,000 February 3, 2007 1 year 0.20
0.15 2,500,000 February 10 2009 3 years 0.15
0.10 2,000,000 February 10, 2009 3 years 0.10
0.10 10,000 February 15, 2007 1 year 0.10
0.15 3,500,000 February 15, 2009 3 years 0.10
0.10 10,000 March 1, 2007 1 year 0.10
0.10 50,000 March 27, 2007 1 year 0.10
---------
8,665,000
=========

15.

10. CAPITAL STOCK - CONTINUED

c. Stock Warrants

During the year ended March 31, 2006, the Company issued warrants to
purchase common shares as follows:

NUMBER EXERCISE
PRICE EXPIRY DATE

March 31, 2005 and 2004 Nil
Issued 3,769,050 $ 0.15 June to August 2006
Issued 200,000 0.15 September 2006
Issued 1,506,666 0.075 June 2006
Issued 1,651,666 (i) 0.025 July 2006
Issued 2,009,803 0.20 September 2006
Issued 27,250 0.18 February 2007
Issued 683,333 (i) 0.25 June 2007
Exercised (1,506,666) 0.075
-----------

BALANCE MARCH 31, 2006 8,341,102
===========

(i) Warrants were issued with convertible debentures (see Note 8).
The estimated value of warrants issued were determined using the
Black-Scholes option pricing model. The following assumptions were
used: dividend yield of 0%; expected volatility of 1.6%; risk-free
interest rate of 3.5% and the weighted average expected life of 1
year.

d. Stock-based Compensation

The fair value of employee stock options granted is recognized as
stock-based compensation. The weighted average fair value of options
granted under the stock option plan in the year ended March 31, 2006 was
$700,971 (2005 - $10,400) and included in administrative expense. The
weighted average fair value of the options granted during the year was
calculated using the Black-Scholes option pricing model with the following
assumptions:

2006 2005
---- ----
Risk-free interest rate 4.0% 4.0%
Expected life in years 1.0 or 3.0 2.0
Expected volatility 82.4% to 11.0% 170.0%
Expected dividend rate 0.0% 0.0%

16.

10. CAPITAL STOCK - CONTINUED

e. Subscriptions Received

At March 31, 2006, the Company had received payments from subscribers
to a private placement. The 2,769,230 common shares for this placement
were released from treasury on June 9, 2006.

11. CONTRIBUTED SURPLUS

The following summarizes the activity in the contributed surplus account:

AMOUNT

BALANCE, MARCH 31, 2004 (I) $ 614,224
Buyback of shares (135,000)
Issued for cash 130,032
Issued for consulting services 17,500
Stock-based compensation 10,400
----------
BALANCE, MARCH 31, 2005 (I) 637,156
Stock-based compensation 700,971
Buyback of shares (41,000)
Cancelled shares (10,000)
Issued for cash 11,900
Issued for consulting services 50,000
----------
BALANCE, MARCH 31, 2006 $1,349,027
==========

(i) The March 31, 2004 and 2005 figure have been restated from the prior
year's results, due to an error in the recording of the sale by the
Company's subsidiary, Avrada Inc. ("Avrada") of common shares issued from
treasury. During fiscal 2004, Avrada issued 4,187,000 common shares for
proceeds of $559,144. Each share of Avrada was issued with one common
share purchase warrant attached, giving the holder the option to purchase
one additional common share of the subsidiary at the cost of $0.20 US, for
the period of one year from the date of the agreement. As at March 31,
2005, these options have expired. Originally, the Company recorded this
transaction as a dilution gain of $67,000, a minority interest of $1,000
and contributed surplus of $491,144.

A review of this transaction using section 1600 of the handbook of the
Canadian Institute of Chartered Accountants determined that the proper
entry recording of this transaction was to record the proceeds of $559,144
entirely as contributed surplus.

During fiscal 2005, Avrada repurchased 1,000,000 common shares for
$135,000. In addition, Avrada issued 1,212,815 common shares from treasury
for proceeds of $130,032. Each share of Avrada was issued with one
additional common share purchase warrant attached, giving the holder the
option to purchase one additional

17.

11. CONTRIBUTED SURPLUS - CONTINUED

common share of the subsidiary at a cost of $0.20 US for the period of one
year from the date of the agreement. As at March 31, 2006, these options
have expired. During fiscal 2006, Avrada repurchased 410,000 common shares
for $41,000. In addition, Avrada cancelled 100,000 common shares for
$10,000 and issued 600,000 common shares from treasury for $50,000 of
services and $11,900 of cash.

12. LOSS PER SHARE

Loss per share is calculated on the basis of the weighted average number
of common shares outstanding for the year, which amount to 39,575,665
shares (2005 - 12,135,646 shares). During the years when the Company
generated a loss, potential shares to be issued from the assumed exercise
of stock warrants are not included in the computation of diluted per share
amounts, as this would be anti-dilutive.

13. CONSULTING SERVICES CREDITED BY CANCELLATION OF SUBSIDIARY SHARES

During 2006, the Company cancelled 510,000 common shares of its subsidiary
"Avrada", previously issued in payment of consulting services. These
certificates had originally been issued for consulting services.

14. SUPPLEMENTAL CASH FLOW DISCLOSURES

The net change in non-cash operating assets and liabilities consists of :

2006 2005 2004

(Increase)/decrease in accounts receivable $(1,192,426) $ 9,031 $ 37,784
(Increase)/decrease in prepaid expenses (431,295) (28,311) 5,196
Increase/(decrease) in accounts payables 1,472,542 (5,272) (2,472)
Increase/(decrease) in deferred revenue (6,146) 96,804 118,848
------------ -------- ---------
$ (157,325) $ 82,796 $ 159,356
------------ -------- ---------

Interest paid $ 278,511 $ 22,177 $ 25,431
=========== ======== ===========

15. LEASE COMMITMENTS

Minimum annual lease payments under annual rental and operating leases are
as follows:

2007 $ 153,018
2008 149,126
2009 149,126
2010 149,126
2011 and thereafter 149,126
---------
$ 749,522

18.

16. INCOME TAXES

The provision for income taxes differs from the expense that would be
obtained by applying statutory tax rates as a result of the following:

2006 2005 2004
% % %

Combined statutory
basic
tax rates $ (872,000) (36.00) $ (300,000) (36.12) $(360,000) (36.60)
Losses for which no
income tax
Benefits have
been recorded 872,000 36.00 300,000 36.12 360,000 36.60
------- ----- ------- ----- ------- -----
$ - - $ - - $ - -
============ ======== ========== ======= =========== ======

There is no income tax provision (recovery) from continuing operations.
The nature and tax effects of the temporary differences that give rise to
significant portions of the future income tax assets and future income tax
liabilities are presented below:

2006 2005 2004

Future income tax assets - $ 2,586,000 $ 1,800,000 $ 1,500,000
Losses carried forward
Less: Valuation allowances (2,586,000) (1,800,000) (1,500,000)
------------- ------------- ------------
Net future income tax assets $ - $ - $ -
============= ============= ============

The Company has available non-capital income tax losses of $7,139,000, the
benefits of which have not been recorded, as the Company cannot determine
whether it is more likely than not that, it will be able to realize the
future income tax assets during the carry forward period. These losses may
be used to reduce future years' taxable income and expire approximately as
follows:

2007 $ 614,000
2008 771,000
2009 1,052,000
2010 490,000
2014 960,000
2015 830,000
2016 2,422,000
-----------
$ 7,139,000
===========

19.

17. SEGMENTED AND GEOGRAPHIC INFORMATION

The Company considers that its operations fall principally into one
business segment, namely the provision of entry-level e-commerce, hosting
and e-marketing solutions to small business owners. Operations in fiscal
2006 are in one geographic area, that being the United States.
Historically, operations were in both Canada and the United States.
Information for sales and accounts receivable are as follows:

2006 2005 2004
Sales
Canada 0% 31% 10%
United States 100% 69% 90%
Accounts receivable
Canada 0% 26% 7%
United States 100% 74% 93%

18. CONTINGENT LIABILITIES

In 1998, a claim was filed against the Company and its subsidiary seeking
damages of $2,000,000 resulting from a breach of contract. The Company has
defended the claim on the basis that the contract was properly terminated.
Management believes this action will not have a material adverse effect on
the financial position of the Company and no provision has been accrued in
these financial statements. There has been no activity on this claim in
the past 24 months.

In 2001, a claim was filed against the Company seeking return of the sum
of $82,115 plus interest that the plaintiff claimed to have advanced by
way of a loan to the Company, whereas the monies clearly appear to have
been advanced to a non-related company, so that Phinder Technologies Inc.
should have no liability. There has been no activity on this claim over
the last 18 months.

19. FINANCIAL INSTRUMENTS

a. Fair Value

The Company's financial assets and liabilities are valued at
management's best estimates of fair value as follows:

i. Cash and accounts receivable
The carrying is equal to fair value due to the instant
liquidity of the assets.
ii. Accounts payable and accrued liabilities
The carrying amount is equal to fair value due to the
requirements to extinguish the liabilities on demand

20.

19. FINANCIAL INSTRUMENTS - CONTINUED

iii. Convertible debentures, convertible note payable, loans payable
and due to shareholders.
Based on maturity and interest at variable rates, the
estimated fair value is approximately equal to their carrying
value.

b. Currency Risk

The Company is exposed to currency risk as cash ($442,989 Cdn),
accounts receivable ($1,195,967 Cdn), accounts payable ($1,791,644
Cdn), convertible debentures ($666,344 Cdn), convertible note payable
($86,080 Cdn) and loans payable ($23,360 Cdn) have been translated into
Canadian dollars as described in Note 2 (d) but will be settled at
their US dollar value.

To the extent that final settlement amounts differ from those recorded
as a result of changes in the relative exchange rates, a foreign
exchange translation gain or loss will be recorded.

20. RESTATEMENT OF PRIOR YEARS FINANCIAL STATEMENTS

The consolidated Balance Sheet and Statements of Deficit for the years
ended March 31, 2005 and 2004 have been restated to correct for the
error in recording minority interest, contributed surplus and dilution
gain as described in Note 11 (i).

As a result of this correction, minority interest has decreased to a
nil balance from $1,000 in both 2005 and 2004; net loss increased to
$993,835 from $926,835 in 2004 and contributed surplus has increased to
$637,156 and $614,244 for 2005 and 2004 respectively from $569,156 and
$546,244 in 2005 and 2004.

21. CANADIAN AND U.S. ACCOUNTING PRINCIPLES DIFFERENCES

The consolidated financial statements of the Company have been prepared
in accordance with Canadian generally accepted accounting principles
("Canadian GAAP"). There are no material differences between the
Canadian GAAP used in preparing the balance sheets, income statements
and the statements of cash flows and those that would apply had the
statements been prepared in accordance with U.S. generally accepted
accounting principles ("US GAAP").

21.

21. CANADIAN AND U.S. ACCOUNTING PRINCIPLES DIFFERENCES - CONTINUED

RECONCILIATION OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES
GENERALLY ACCEPTED IN CANADA AND THE UNITED STATES.

a) Under U.S. GAAP, the Company is required to present a Statement of
Changes in Shareholders' Equity. There are no adjustments required
to bring our statements into line with U.S. GAAP. Changes in
Shareholders' Equity are detailed in Note 10.

b) Statement of Financial Accounting Standards (SFAS) No. 130,
Reporting Comprehensive Income, requires the company to report and
display information related to comprehensive income for the company.
Comprehensive income consists of net income and all other changes in
Shareholders' Equity that do not result from changes from
transactions with shareholders, such as cumulative foreign currency
translation adjustments and unrealized gains and losses on
marketable securities. There are no adjustments to the U.S. GAAP net
income required to reconcile to the comprehensive income/loss.

c) Under SEC Regulation S-X, the Company is required to disclose cost
of revenues applicable to each category of revenue separate. The
Company has only one revenue stream, that being revenue generated
from web-based technology

d) Accounting changes

In accordance with Canadian GAAP, the effect of a correction of an
accounting error and a change in accounting policy is recorded
retroactively by restating prior year's financial statements.

U.S. GAAP also requires that the effect of a correction of
accounting error and changes in accounting policy to be recorded
directly by restatement of prior years financial statements. There
are no significant differences between U.S. and Canadian GAAP with
respect to changes recorded in these financial statements.

e) Accounts receivable

U.S. GAAP requires disclosure of allowance for doubtful account in
the financial statements. Such information is provided in Note 3

22.

21. CANADIAN AND U.S. ACCOUNTING PRINCIPLES DIFFERENCES - CONTINUED

f) Information as to products, geographic markets, significant
estimates and concentrations. U.S. GAAP requires information as to
products, geographic markets, significant estimates and
concentrations, to be disclosed in the notes to financial
statements. This information is usually disclosed with the summary
of significant accounting policies. Such information is provided in
Note 17.

g) Differences in various accounting terms used in U.S. GAAP and
Canadian GAAP

The following is a summary:

U.S. GAAP CANADIAN GAAP
--------- -------------
Deferred income taxes Future income taxes

Depreciation of tangible Amortization
capital assets

Excess of cost over fair Goodwill
value of net assets acquired

h) Recent accounting pronouncements

U.S. GAAP (Securities and Exchange Commission Staff Accounting
Bulletin 74) requires that recently enacted pronouncements that may
have an impact on financial statements be discussed and the impact,
if known, disclosed. Accordingly, under U.S. GAAP, the following
disclosures are required:

(i) In May 2005, the FASB issued SFAS No. 154, Accounting Changes
and Error Corrections ("SFAS 154"), which replaces Accounting
Principles Board Opinion No. 200, Accounting Changes, and SFAS
No. 3, Reporting Accounting Changes in Interim Financial
Statements. SFAS 154 provides guidance on the accounting for
and reporting of changes in accounting principles and error
corrections. SFAS 154 requires retrospective application to
prior period's financial statements of voluntary changes in
accounting principle and changes required by new accounting
standards when the standard does not include specific
transition provisions, unless it is impracticable to do so.
Certain disclosures are also required for restatements due to
correction of an error. SFAS 154 is effective for accounting
changes and corrections of errors, made in fiscal years
beginning after December 15, 2005. The Company will adopt this
standard effective January 1, 2006. The effect of the adoption
of his standard will depend on the nature of future

23.

21. CANADIAN AND U.S. ACCOUNTING PRINCIPLES DIFFERENCES - CONTINUED

accounting changes and the nature of transitional guidance
provided in future accounting pronouncements.

(ii) In December 2004, the Financial Accounting Standard Boards
("FASB") issued Statements No. 123 (R), Share - Based Payments
that will require compensation costs related to share based
payment transactions to be recognized in the financial
statements. As permitted by the predecessor Statement No. 123,
we do not recognize compensation expense with respect to stock
options we have issued because the option price was no greater
than the market price at the time the option was issued.
Statement 123(R) is in effect for us in our fiscal quarter
beginning January 1, 2006 and in reflected in our financial
statements for the current year.

(iii) In November 2004, the FASB issued Statement No. 151 Inventory
costs, an amendment of ARB No. 43, Chapter 4, to clarify that
abnormal amounts of idle facility expense, freight, handling
costs and wasted material (spoilage) should be recognized as
current period charges, and that fixed production overheads
should be allocated to inventory based on normal capacity of
production facilities. Statement No. 151 will be effective for
our fiscal year beginning January 1, 2006, and its adoption
will not have a material impact on our financial position or
results of operations.

22. SUBSEQUENT EVENTS

In April 2006, the Company completed private placements of 923,076 shares
at $0.13 US per shares, with 917,689 warrants at $0.20.

In May 2006, the Company completed a private placement of 769,230 shares
at $0.13 US, with 969,229 warrants at $0.20.

In May 2006, the Company completed a private placement of 111,112 shares
at $0.18 US, with 55,556 warrants at $0.22.

25.

22. SUBSEQUENT EVENTS

In May 2006, the Company borrowed $75,000 US, with interest to be paid in
stock.

In May 2006, the Company borrowed $20,000 US, with interest to be 10% per
annum.

In May 2006, the Company borrowed $28,000 Cdn, with interest to be paid in
stock.

On June 23, 2006, the Company announced that they were in the final stages
of closing an acquisition of a non-related third party. Both parties have
signed a letter of intent and an agreement is expected to be signed
shortly.

The Company will be moving into new offices in Toronto at the end of June
2006. The Company has signed a lease that expires at the end of September
2011.

23. COMPARATIVE FIGURES

Comparative figures have been reclassified in accordance with the current
year's presentation.

26.

PHINDER TECHNOLOGIES INC.
(Formerly known as Digital Rooster.com Ltd.)

Attached hereto are the following exhibits:

12.1 Certificate of the Chief Executive Officer pursuant to S302 of the
Sarbanes Oxley Act of 2002

12.2 Certificate of the Chief Financial officer pursuant to S302 of the
Sarbanes Oxley Act of 2002

13.1 Certificate of the Chief Executive Officer pursuant to S906 of the
Sarbanes Oxley Act of 2002

13.2 Certificate of the Chief Financial officer pursuant to S906 of the
Sarbanes Oxley Act of 2002