COLONIAL DIRECT FINANCIAL GROUP INC
SB-2, EX-15, 2000-06-09
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                                                                      Exhibit 15
                                                                      ----------



                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------



To the Board of Directors and Stockholders of
Colonial Direct Financial Group, Inc.

We have reviewed the accompanying consolidated balance sheet of Colonial Direct
Financial Group, Inc. and its subsidiaries (the "Company") as of March 31, 2000,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for the three month period then ended. These financial statements are
the responsibility of the management of the Company.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should
be made to the accompanying March 31, 2000 consolidated financial statements for
them to be in conformity with generally accepted accounting principles.


/s/ Ahearn, Jasco + Company, P.A.
---------------------------------

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
May 18, 2000




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