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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of PF.Net
Communications, Inc. on Form S-4 of our report dated April 3, 2000, which
expresses an unqualified opinion and includes explanatory paragraphs
regarding PF.Net Communications, Inc.'s development stage status and the
reclassification of put warrants from equity to a liability.
We also consent to the reference to us under the headings "Selected Financial
Data" and "Independent Auditors" in such Registration Statement.
Costa Mesa, California
June 16, 2000
