Early childhood is a critical time for expediential neurological growth that provides the foundation for learning, playing, self-care, and social engagement. Deficits in processing auditory input beyond peripheral hearing can impede this early neurological foundation in children. Deficits in sensory modulation (SMD) and auditory processing (APD) are two disorders that appear to have similar auditory behavioral characteristics but have not been compared in the literature. The purpose of this study was to determine the number of children at-risk of these two disorders, determine if there was a relationship between the characteristics of children at-risk of these two disorders, and determine the predictors of each condition. A quantitative study using a non-experimental design was used to answer the research questions. Retrospective data from the Short Sensory Profile and the Tests for Auditory Processing Disorders were obtained from 309 children ages 5 years through 11 years, 11 months that were referred for an occupational therapy evaluation at a private clinic in western United States. Results indicated that 52.4% of the cases were at-risk of SMD and 5.9% of the cases were at-risk of APD. Those at-risk of both SMD and APD were 3.4%. There was a significant relationship between subjects having Attention Deficits Hyperactivity Disorder and being at-risk of SMD. There was also a significant relationship between having Autism Spectrum Disorder and being at-risk of APD. The odds of being at-risk of SMD were 2.75 times higher if the subjects had ADHD and the odds of being at-risk of APD were 5.12 time higher if the subjects had ASD. Results indicated that for this sample, the majority of children have auditory deficits within SMD and not APD. A very small number of cases had co-morbidity of APD and SMD. Professionals need to refer children with ADHD for evaluation for SMD and children with ASD for APD. Additional research is needed to examine these finding in the general population.