UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           DIGITALROOSTER.COM LIMITED
                 (Name of Small Business Issuer in its Charter)



         Ontario, Canada                                         None
------------------------------------------              ------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                               Identification no.)

366 Bay Street, 12th Floor, Toronto                               M5H4B2
------------------------------------------              ------------------------
(Address of principal executive offices)                       (Zip Code)


Issuer's telephone number: (416) 815-1771

                           DIGITALROOSTER.COM LIMITED
                2002 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                            (Full title of the plan)

                  John A. Van Arem, Principal Executive Officer
                           366 Bay Street, 12th Floor
                                 Ontario, Canada
                -------------------------------------------------
            (Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<S>            <C>            <C>            <C>            <C>
TITLE OF       PROPOSED       PROPOSED       MAXIMUM        AMOUNT OF
SECURITIES     AMOUNT         MAXIMUM        AGGREGATE      REGISTRATION
TO BE          TO BE          OFFERING       OFFERING       FEE (1)
REGISTERED     REGISTERED     PRICE          PRICE
                              PER SHARE
------------   -----------    ---------      ---------      ------------
Common Stock   9,000,000 (2)   $0.08          $720,000      $66.24
</TABLE>

$.001 par value


(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule  457(c),  based on the  average of the bid and asked price
quoted on the OTC BB for the Company's  Common Stock as of April 8, 2002,  which
is  within  five (5)  days  prior to the  date of  filing  of this  registration
statement.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
DIGITALROOSTER.COM  LIMITED  Employee/Consultant  Stock  Compensation  Plan (the
"Plan").


<PAGE>


                                     PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     (1) The  Registrant's  Annual  Report for the fiscal  year ended  March 31,
2001.

     (2) All other reports filed by the Registrant with the Commission  pursuant
to  Section  13(a) or  Section  15(d) of the  Exchange  Act since the end of the
fiscal year covered by the Registrant's Annual Report referred to above; and

     (3) The description of the Common Stock or the Registrant  contained in the
Registrant Registration Statement.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all Securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein  and to be a part  thereof  from the date of
filing  of such  documents  , shall be deemed to be  incorporated  by  reference
herein and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Digitalrooster.com  Inc.'s articles of incorporation,  as amended,  provide
that (a) to the  fullest  Extent  permitted  by law,  no  director or officer of
Digitalrooster.com Inc. shall be personally liable to Digitalrooster.com Inc. or
its Shareholders  for damages for breach of any duty owed to  Digitalrooster.com
Inc. or its Shareholders,  and (b) Digitalrooster.com Inc. shall have the power,
in its  by-laws  or in  any  resolution  of its  Shareholders  or  directors  to
undertake to indemnify  the officers and  directors of  Digitalrooster.com  Inc.
against any contingency or peril as may be determined to be in the best interest
of  Digitalrooster.com  Inc.,  and in  conjunction  therewith,  to  procure,  at
Digitalrooster.com  Inc.'s expense, policies of insurance. The provisions of the
Ontario Business Corporation Act that authorize indemnification do not eliminate
the duty of care of a director  or  officer,  and in  appropriate  circumstances
equitable  remedies such as injunctive or other forms of no monetary relief will
remain available under Florida law. In addition,  each director and officer will
continue to be subject to liability for:

(1)  Violations  of the  criminal  law,  unless  the  director  or  officer  had
     reasonable  cause to believe his  conduct  was lawful or had no  reasonable
     cause (0 believe his conduct was unlawfully;

(2)  Deriving an improper personal benefit from a transaction;

(3)  with  respect  to a  director,  voting  for  or  assenting  to an  unlawful
     distribution; and

(4)  Willful  misconduct  or a conscious  disregard  for the best  interests  of
     Digitalrooster.com   Inc  in  a   proceeding   by  or  in  the   right   of
     Digitalrooster.com  Inc.  to  procure  a  judgment  in  its  favor  or in a
     proceeding by or in the right of a Shareholders.

     The statute  does not affect a  director's  or  officer's  responsibilities
under any other law,  such as the  federal  securities  laws or state or federal
environmental laws.

     Digitalrooster.com  Inc. has entered into  indemnification  agreements with
certain of its officers and/or directors containing provisions which may require
Digitalrooster.com  Inc.  to,  among other  things,  indemnify  its officers and
directors  against  liabilities  that may  arise by  reason  of their  status or
service as officers or directors,  other than  liabilities  arising from willful
misconduct  of culpable  nature,  and to advance  their  expenses  incurred as a
result of any proceeding against them as to which they could be indemnified.  In
addition,  Digitalrooster.com  Inc. has obtained officer and director  liability
insurance with respect to liabilities arising out of certain matters,  including
matters arising under the Securities Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to   directors,   officers   and   controlling   persons  of
Digitalrooster.com  Inc.  pursuant to the  foregoing  provisions,  or otherwise,
Digitalrooster.com  Inc. has been advised that in the opinion of the  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.


<PAGE>



Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

<TABLE>
<S>    <C><C>    <C>    <C>    <C>    <C>
5.1    *  Opinion of Mintmire & Associates

10.35  *  DIGITALROOSTER.COM LIMITED Employee/Consultant Stock Compensation Plan

23.1   *  Consent of Mintz & Partners LLP.

23.2   *  Consent of Mintmire & Associates  (contained in the opinion filed as
          Exhibit 5.1 hereof)
</TABLE>

(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

     (a) (1) to file,  during any period in which it offers or sells securities,
a post  effective  amendment  to this  registration  statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  to  treat  each  post-effective  amendment  as a new  registration
statement of the securities offered,  and the offering of the securities at that
time to be the initial bona fide offering;

     (3) to remove from registration by means of a post-effective  amendment any
of the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of West Palm Beach,  Florida,
on April 21, 2000.


                           DIGITALROOSTER.COM LIMITED



By:  /s/ John A. VanArem
----------------------------
     John A. Van Arem,
Principle
Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.






Signature                      Title                                 Date
-------------                  ---------------------            ----------------


/s/ John A. VanArem
---------------------------
John A. Van Arem                Principle Executive Officer     05/13/2002
[{"type": "S-8", "sequence": "1", "filename": "digitalro-s8_05132002.txt", "description": "1933 REGISTRATION STATEMENT", "secsgml_size_bytes": 10463}]
{"company-data": {"conformed-name": "DIGITAL ROOSTER COM INC", "cik": "0001136386", "assigned-sic": "7389", "irs-number": "000000000", "state-of-incorporation": "A6", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88138", "film-number": "02644282"}, "business-address": {"street1": "366 BAY STREET", "city": "TORONTO ONTARIO", "state": "A6", "zip": "00000", "phone": "4168151771"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           DIGITALROOSTER.COM LIMITED
                 (Name of Small Business Issuer in its Charter)

         Ontario, Canada                                         None
------------------------------------------              ------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                               Identification no.)

366 Bay Street, 12th Floor, Toronto                               M5H4B2
------------------------------------------              ------------------------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number: (416) 815-1771

                           DIGITALROOSTER.COM LIMITED
                2002 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                            (Full title of the plan)

                  John A. Van Arem, Principal Executive Officer
                           366 Bay Street, 12th Floor
                                 Ontario, Canada
                -------------------------------------------------
            (Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE
TITLE OF       PROPOSED       PROPOSED       MAXIMUM        AMOUNT OF
SECURITIES     AMOUNT         MAXIMUM        AGGREGATE      REGISTRATION
TO BE          TO BE          OFFERING       OFFERING       FEE (1)
REGISTERED     REGISTERED     PRICE          PRICE
                              PER SHARE
------------   -----------    ---------      ---------      ------------
Common Stock   9,000,000 (2)   $0.08          $720,000      $66.24
$.001 par value

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule  457(c),  based on the  average of the bid and asked price
quoted on the OTC BB for the Company's  Common Stock as of April 8, 2002,  which
is  within  five (5)  days  prior to the  date of  filing  of this  registration
statement.

(2)  Represents  the  maximum  number  of shares  which may be issued  under the
DIGITALROOSTER.COM  LIMITED  Employee/Consultant  Stock  Compensation  Plan (the
"Plan").
PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     (1) The  Registrant's  Annual  Report for the fiscal  year ended  March 31,
2001.

     (2) All other reports filed by the Registrant with the Commission  pursuant
to  Section  13(a) or  Section  15(d) of the  Exchange  Act since the end of the
fiscal year covered by the Registrant's Annual Report referred to above; and

     (3) The description of the Common Stock or the Registrant  contained in the
Registrant Registration Statement.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all Securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein  and to be a part  thereof  from the date of
filing  of such  documents  , shall be deemed to be  incorporated  by  reference
herein and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Digitalrooster.com  Inc.'s articles of incorporation,  as amended,  provide
that (a) to the  fullest  Extent  permitted  by law,  no  director or officer of
Digitalrooster.com Inc. shall be personally liable to Digitalrooster.com Inc. or
its Shareholders  for damages for breach of any duty owed to  Digitalrooster.com
Inc. or its Shareholders,  and (b) Digitalrooster.com Inc. shall have the power,
in its  by-laws  or in  any  resolution  of its  Shareholders  or  directors  to
undertake to indemnify  the officers and  directors of  Digitalrooster.com  Inc.
against any contingency or peril as may be determined to be in the best interest
of  Digitalrooster.com  Inc.,  and in  conjunction  therewith,  to  procure,  at
Digitalrooster.com  Inc.'s expense, policies of insurance. The provisions of the
Ontario Business Corporation Act that authorize indemnification do not eliminate
the duty of care of a director  or  officer,  and in  appropriate  circumstances
equitable  remedies such as injunctive or other forms of no monetary relief will
remain available under Florida law. In addition,  each director and officer will
continue to be subject to liability for:

(1)  Violations  of the  criminal  law,  unless  the  director  or  officer  had
     reasonable  cause to believe his  conduct  was lawful or had no  reasonable
     cause (0 believe his conduct was unlawfully;

(2)  Deriving an improper personal benefit from a transaction;

(3)  with  respect  to a  director,  voting  for  or  assenting  to an  unlawful
     distribution; and

(4)  Willful  misconduct  or a conscious  disregard  for the best  interests  of
     Digitalrooster.com   Inc  in  a   proceeding   by  or  in  the   right   of
     Digitalrooster.com  Inc.  to  procure  a  judgment  in  its  favor  or in a
     proceeding by or in the right of a Shareholders.

     The statute  does not affect a  director's  or  officer's  responsibilities
under any other law,  such as the  federal  securities  laws or state or federal
environmental laws.

     Digitalrooster.com  Inc. has entered into  indemnification  agreements with
certain of its officers and/or directors containing provisions which may require
Digitalrooster.com  Inc.  to,  among other  things,  indemnify  its officers and
directors  against  liabilities  that may  arise by  reason  of their  status or
service as officers or directors,  other than  liabilities  arising from willful
misconduct  of culpable  nature,  and to advance  their  expenses  incurred as a
result of any proceeding against them as to which they could be indemnified.  In
addition,  Digitalrooster.com  Inc. has obtained officer and director  liability
insurance with respect to liabilities arising out of certain matters,  including
matters arising under the Securities Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to   directors,   officers   and   controlling   persons  of
Digitalrooster.com  Inc.  pursuant to the  foregoing  provisions,  or otherwise,
Digitalrooster.com  Inc. has been advised that in the opinion of the  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.
5.1    *  Opinion of Mintmire & Associates

10.35  *  DIGITALROOSTER.COM LIMITED Employee/Consultant Stock Compensation Plan

23.1   *  Consent of Mintz & Partners LLP.

23.2   *  Consent of Mintmire & Associates  (contained in the opinion filed as
          Exhibit 5.1 hereof)
(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

     (a) (1) to file,  during any period in which it offers or sells securities,
a post  effective  amendment  to this  registration  statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  to  treat  each  post-effective  amendment  as a new  registration
statement of the securities offered,  and the offering of the securities at that
time to be the initial bona fide offering;

     (3) to remove from registration by means of a post-effective  amendment any
of the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of West Palm Beach,  Florida,
on April 21, 2000.

                           DIGITALROOSTER.COM LIMITED

By:  /s/ John A. VanArem
----------------------------
     John A. Van Arem,
Principle
Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                      Title                                 Date
-------------                  ---------------------            ----------------

/s/ John A. VanArem
---------------------------
John A. Van Arem                Principle Executive Officer     05/13/2002