================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB
                    ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                                     OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                       For the year ended March 31, 2002

                         Commission File No. 000-27339

================================================================================

                          LOCKWAVE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

               Nevada                            88-0343832
       (State of organization)       (I.R.S. Employer Identification No.)

                1940 Deer Park Avenue, #390, Deer Park, NY 11729
                    (Address of principal executive offices)

              Registrant's telephone number, including area code:

                                 (516) 977-3425

================================================================================

         Securities registered under Section 12(g) of the Exchange Act:

                    Common stock, $0.001 par value per share

Check whether the issuer (1) filed all reports required to be file by

Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has
been subject to such filing requirements for the past 90 days. Yes X

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. [ X ]

Issuer's Revenue during the year ended March 31, 2002: $ 0

As of June 10, 2002, the registrant had 43,480,000 shares of its common stock,
$0.001 par value, outstanding. Aggregate market value of the voting and non-
voting common equity held by non-affiliates based on the price of N/A per share
(the selling or average bid and asked price) as of June 10, 2002: 304,360.

NOTE: The company's stock is not, and has not, been traded or quoted, and the
book value is negative. Therefore, there is no way to ascertain a market value
for the stock.

DOCUMENTS INCORPORATED BY REFERENCE:

The Company's form 10-SB/A, filed on January 24, 2000, and the exhibits attached
thereto, are incorporated by reference.


<table>
<caption>

       <c>                                                                     <c>
=======================================================================================

                                     INDEX

                                                                                   Page
                                     Part I


Item 1.   Description Of Business.....................................................4

Item 2.   Description Of Property.....................................................5

Item 3.   Legal Proceedings...........................................................5

Item 4.   Submission of Matters to a Vote of Security Holders.........................5


                                    Part II


Item 5.   Market for Registrant's Common Equity
          and Related Stockholder Matters.............................................5

Item 6.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................................6

Item 7.   Financial Statements and Supplementary Data

          Report of Independent Auditor.............................................F-1

          Balance Sheet
          March 31, 2002 AND 2001...................................................F-2

          Consolidated Statements Of Operations
          Year Ended March 31, 2002 and 2001 and from
          October 12, 1999 (inception) to March 31, 2002............................F-3

          Consolidated Statement Of Stockholders' Equity............................F-4

          Consolidated Statements Of Cash Flows
          Year Ended March 31, 2002 and 2001 and from
          October 12, 1999 (inception) to March 31, 2002............................F-5

          Notes To Consolidated Financial Statements.........................F-6 to F-9

Item 8.   Changes in and Disagreements with Accountants on Accounting
          And Financial Disclosures...................................................7


                                    Part III


Item 9.   Directors and Executive Officers of the Registrant..........................7

Item 10.  Executive Compensation......................................................8

Item 11.  Security Ownership of Certain Beneficial Owners and Management..............8

Item 12.  Certain Relationships and Related Transactions..............................9

Part IV.

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K............10

Signatures...........................................................................11

=======================================================================================

</table>

<PAGE>4

                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS.

DESCRIPTION OF BUSINESS

Lockwave Technologies, Inc. ("Lockwave" or the "Company") was incorporated on
August 28, 1995 in Nevada under the original name of Professional Mining
Consultants, Inc., On May 15, 2000, the Company changed its name to AudioMonster
Online, Inc. On March 13, 2001, the Company once again changed its name to
Lockwave Technologies, Inc. The Company was formed to provide internet services,
offering secure virtual storage and a dynamic MP3 player through one
consolidated web- based application and is headquartered in Commack, New York.

Lockwave shared office facilities, administrative overhead as well as a product
development team with IMOJO, Inc. ("IMOJO or the Parent") the Parent.
Substantially all operating activity was paid by the Parent, initially recorded
on the Parent's books and then allocated to Lockwave. From inception to March
31, 2001, all direct costs were  specifically identified and allocated to
Lockwave, while all other costs were allocated to Lockwave based on a
proportional cost allocation method. All of the amounts allocated to Lockwave
have been recorded as contributed capital at March 31, 2001. Management believes
that the cost allocations are reasonable and approximate the expenses that
Lockwave would have incurred had it operated as a stand-alone entity.

The Parent has allocated expenses for office facilities and administrative
expenses, including, but not limited, to rent, utilities, office equipment,
professional fees and administrative salaries and related benefits.
Additionally, the Parent allocated expenses for product and website development,
including, but not limited to, programmer salaries (based on the amount of time
specifically devoted to each project) and related benefits, website development
costs and web hosting services.

On September 25, 2000, as amended on January 24, 2001, the Parent and Lockwave
entered into an Agreement and Plan of Merger (the "Agreement") with
Audiomonster Online, Inc. ("Audiomonster"), which was a public shell.

Under the terms of the Agreement, 100% of the outstanding common stock of
Lockwave was acquired by Audiomonster in exchange for 24,125,000 shares of
common stock of Audiomonster issued to IMOJO, plus additional cash
consideration. As a result, IMOJO owns approximately 65% of the outstanding
shares of Audiomonster. This transaction was accounted for as a reverse
acquisition whereby IMOJO was the acquirer of Audiomonster for accounting
purposes. The historical financial statements of Audiomonster, prior to the
January 24, 2001 transaction, will become those of Lockwave.

On July 26, 2001, Imojo Inc. transferred 24,125,000 shares of the common stock
of the Company (approximately 65% of the total shares outstanding) to Imojo
Group, LLC for forgiveness of debt of Imojo, Inc. by Imojo Group, LLC. The
foregoing caused a change in the control of the Company.

As of March 31, 2001 Lockwave no longer shared any costs with Imojo, Inc. and
will no longer do so.   The corporate address of the Company has been changed
to 1940 Deer Park Avenue, #390, Deer Park, NY 11729 and its new telephone
and fax number is (516) 977-3425.

Virtual storage is the principal product and service Lockwave provides.  This
can be marketed worldwide over the Internet. The competition in the online
virtual storage business is growing.

There is no dependence on one or a few major customers. There are no patents,
trademarks, licenses, franchises, concessions, royalty agreements or labor
contracts. There is no need for any government approval of principal products or
services. Since inception approximately $165,000 has been spent on research and
development activities.

The Company files reports with the Securities and Exchange Commission. and the
public may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers such
as the Company that files electronically with the SEC and state the address of
that site (http://www.sec.gov).

<PAGE>5

ITEM 2. DESCRIPTION OF PROPERTY.

The Company has no properties and at this time has no agreements to acquire any
properties.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings and, to the best of
its knowledge, no such action by or against it has been threatened. None of our
officers, directors, or beneficial owners of 5% or more of our outstanding
securities is a party to proceedings adverse to the Company nor do any of the
foregoing individuals have a material interest adverse to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None


                                    PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                          Date              High       Low
                     ---------------        ----       ----
                     June 2001              0.12       0.04
                     July 2001              0.04       0.02
                     August 2001            0.04       0.01
                     September 2001         0.02       0.01
                     October 2001           0.01       0.01
                     November 2001          0.01       0.01
                     December 2001          0.02       0.01
                     January 2002           0.02       0.01
                     February 2002          0.03       0.01
                     March 2002             0.02       0.01
                     April 2002             0.01       0.01
                     May 2002               0.01       0.01
                     June 2002              0.01      0.007

Source: Yahoo

As of June 10, 2002, the last reported sale price of the Company's stock was
$0.007 per share.

DIVIDEND POLICY

No dividends have been paid by the Company since its inception. We do not
anticipate paying dividends on our common stock in the foreseeable future but
plan to retain earnings, if any, for the operation and expansion of our
business.

HOLDERS

There were 333 stockholders of record of the Company's common stock as of  June
10, 2002.

<PAGE>6

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements of the Company and related notes included elsewhere in this Report
and in the Company's Current Report on Form 8-K for the period from inception to
March 31, 2002. All statements contained herein (other than historical facts)
including, but not limited to, statements regarding the Company's future
development plans, the Company's ability to generate cash from its operations
and any losses related thereto, are based upon current expectations. These
statements are forward looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially from the anticipated results
or other expectations expressed in the Company are forward-looking statements.
Generally, the words "anticipate", "believe", "estimate", "expects", "will", and
similar expressions as they relate to the Company and/or its management, are
intended to identify forward-looking statements. Among the factors that could
cause actual results to differ materially could be the inability of the Company
to obtain additional financing to meet its capital requirements, needs and
general business and economic conditions as well as technological developments.

OVERVIEW

The Company has a limited history of operations and no history of profitability.
It was incorporated as Professional Mining Consultants, Inc. on August 28, 1995
in the state of Nevada. The Company was originally organized for the purpose of
setting up a Mining Consultant and Engineering office in Las Vegas, Nevada.  The
objective was to pursue consulting and management contracts with startup and
small mining companies who are seeking professional and management expertise.
The Company was to focus on and specialized in developing strategies, extraction
and process technology, management and engineering for both open pit and placer
gold, silver and platinum mining operations.  In September 1999, the Company
abandoned its original business plan as noted above and decided to pursue
endeavors to seek a company or companies that it can acquire or with whom
it can merge.

The Company's common stock underwent a 2:1 forward split on May 2, 2000,
effective on May 16, 2000. This increased the number of shares outstanding from
4,890,000 to 9,780,000 without changing the authorized common stock.  No change
in the rights or ownership percentage of the holders has occurred as a
result of the forward split.

On May 12, 2000 the Company's predecessor, Professional Mining Consultants, Inc.
("PFMC"), approved the Exchange Agreement between itself and a company then
known as 591519 BC Ltd. (d.b.a. AudioMonster Online). Under the terms of the
Agreement, the Company exchanged 2,000,000 shares of its common stock for all of
the shares of capital stock of 591519 BC Ltd. PFMC was the legal acquirer. Upon
completion of the Exchange Agreement, PFMC changed its name to AudioMonster
Online, Inc. For accounting purposes, this acquisition has been treated as a
recapitalization of 591519 BC Ltd. (d.b.a. AudioMonster Online).  On June 5,
2000 591519 BC Ltd. changed its name to AudioMonster Online, Inc. As a result
two corporations exist with the name AudioMonster Online, Inc. in both Nevada
and British Columbia with the British Columbia company as a subsidiary of the
Nevada company.  On June 20, 2000 the Company entered into share purchase
agreement with Asset Mix Investments Limited ("AMIL") to acquire 100% of the
outstanding shares of ADS Technologies Inc. and paid non refundable deposits
totaling $600,000 pursuant to the share purchase agreement.

On July 15, 2000 the Company missed a payment pursuant to the payment schedule
and AMIL elected to terminate the share purchase agreement on July 17, 2000. The
Company has received a legal opinion that there is very little chance of
recovering the deposit amount and had chosen to write down the deposit amount.

On September 19, 2000, the Company incorporated a wholly-owned subsidiary named
AMOL Inc. in Delaware. which entered into an an Agreement and Plan of Merger
with Lockwave, Inc., a Delaware corporation on September 25, 2000. Under the
terms of the agreement, the Company would issue 4,500,000 shares of its common
stock to Imojo, Inc., the sole shareholder of Lockwave, Inc., provide a cash
payment of $3,000,000 and a transfer of 3,625,000 shares of common stock by
existing shareholders of the Company in exchange for all of the issued and
outstanding common stock of Lockwave.

On September 25, 2000, the Company commenced the acquisition of Lockwave, Inc.
("Lockwave") by its wholly-owned subsidiary, AMOL, Inc. Lockwave had no assets
or liabilities or operations at the time of acquisition. A deposit of $250,000
was paid and the Company's common shares were issued and transferred on October
3, 2000. An additional payment of $250,000 was made in December 2000.

On September 25, 2000 on the closing of the Lockwave agreement and plan of
merger, Paul Steo became a director of the Company.

<PAGE>7

On September 27, 2000 the Company terminated all licenses with its artist under
contract. The company has chosen to write down all advances paid to the artists
and remaining inventory of CD audio disks which was provided at no cost to the
artists as compensation for the Company not fulfilling its license agreements.

On September 27, 2000 the Company abandoned its AudioMonster online music
business plan and decided to focus all resources on completion of the Lockwave
merger and implementation of the Lockwave Business Model.

On January 24, 2001 the terms of the Merger Agreement were amended, 100% of the
outstanding common stock of Lockwave was acquired by Audiomonster in exchange
for 24,125,000 shares of common stock of Audiomonster issued to IMOJO, plus cash
consideration of $2,000,000 (excluding amounts previously paid). As a result,
IMOJO owns approximately 65% of the outstanding shares of Audiomonster. This
transaction was accounted for as a reverse acquisition whereby Lockwave was the
acquirer of Audiomonster for accounting purposes. The historical financial
statements of Audiomonster, prior to the January 24, 2001 transaction, will
become those of Lockwave.

No Payments for the amended cash portion of the merger have been made. They were
scheduled to be paid on the following dates: February 1, 2001, $250,000; March
1, 2001, $250,000; April 1,2001, $500,000; May 1, 2001, $500,000; June 1, 2001,
$500,000.

The Corporation providing services in exchange for the $2,000,000 payable no
longer has the ability to provide these services.

Since the Corporation cannot provide these services, it has been agreed that
the full $2,000,000 payable will be waived.  The $2,000,000 payable has
been removed from the Registrant's books to fully reflect this transaction.

The Company issued the following shares of common stock for services:

On July 17, 2001 the Company issued 735,000 shares of 144 restricted common
stock to 9 parties for services valued at $22,050.

On August 10, 2001 the company issued 1,250,000 shares of its common stock to 2
individuals for legal and consulting services performed on the Company's behalf.
The issuance of shares was made pursuant to a Legal Services Plan (the "Plan")
adopted by the Board of Directors on June 29, 2001. The legal and consulting
services provided were valued at $25,000, the fair value of the stock issued.

On Novemeber 1, 2001 the company issued 1,200,000 shares of its common stock to
2 individuals for legal and consulting services performed on the Company's
behalf. The legal and consulting services provided were valued at $12,000, the
fair value of the stock issued.

On January 11, 2002 the Company issued 1,000,000 shares of 144 restricted common
stock to the President valued at $10,000, the fair value of the stock issued.

On January 11, 2002 the Company issued 2,000,000 shares of its common stock to 1
individual for consulting services performed on the company's behalf valued at
$20,000, the fair value of the stock issued.

As of March 31, 2002 the Company had a total stockholders' deficit of
$48,643.

See Notes to the Financial Statements for a description of the Company's
significant accounting policies.

RESULTS OF OPERATIONS

The Company was not operating prior to October 12, 1999, and had only incurred
minimal start-up expenses as of that date.  There were only administrative
operations for the year ended March 31, 2002, in which payment was made with the
issuance of common stock and by advances by a shareholder.  Net revenues for the
Year were $0 and net loss was $110,083.For the previous year the company had
operations with net revenues of $0 and a net loss for the period of $161,199.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2002, the Company had a cash balance of $0. The Company's total
deficit accumulated during the development stage increased to a balance of
$365,383.  The Company's total liabilities are $48,643, which represents
accrued expenses and advances by a shareholder.


<PAGE>8

PLAN OF OPERATIONS

The Company states that its cash on hand and cash from operations is not
sufficient to fund the development of the Lockwave business plan. The Company
has suspended operations and implementation of the Lockwave Technologies
business plan until funds are raised for working capital.  The Company plans to
take the following steps that it believes will be sufficient to provide it with
the ability to continue in existence:

        *       The Company is presently contemplating a private placement of
                equity securities and/or convertible debt.

        *       The Company is seeking acquisitions with operating companies.

The sale of additional equity securities or convertible debt will result in
additional dilution to our stockholders.  The Company can give no assurance that
it will be able to generate adequate funds from operations, that funds will be
available to us from debt or equity financing, or that if available, the Company
will be able to obtain such funds on favorable terms and conditions. If the
Company cannot secure additional funds it will not be able to continue as a
going concern. The Company currently has no definitive arrangements with respect
to additional financing.

CHANGE IN OFFICERS AND DIRECTORS

On September 25, 2000, the Board of Directors appointed Paul Steo as a member of
the Board of Directors, effective immediately.

Also in connection with the transaction regarding the amended Agreement, the
sole officer and director of the Company, Greg Corcoran, agreed to resign all
his positions with the Company effective January 24, 2001. The remaining members
did not immediately fill the vacancy created by Mr. Corcoran's resignation. Paul
Steo was appointed as President, Secretary, and Treasurer.

On December 12, 2000, the Board of Directors appointed Thomas Massaro as a
member of the Board of Directors, effective immediately.

On March 1, 2001 Thomas Massaro resigned as a member of the Board of Directors
of the Company, effective immediately. Upon his resignation, there were no
disagreements on any matter with the registrant.

CHANGE IN CORPORATE OFFICES

The corporate address of the Company has been changed to 1940 Deer Park Avenue,
#390, Deer Park, NY 11729 and its new telephone and fax number is (516)
977-3425.

CHANGE IN COMPANY NAME

On February 7, 2001, the Board, by its unanimous written consent (the "Board
Consent"), adopted resolutions approving the Amendment effecting the name
change. Under the NRS, the record date for such action, which date determines
the shareholders entitled to vote, was the date of the Board Consent (the
"Record Date"). On the Record Date, the only issued and outstanding shares of
the Company's capital stock entitled to vote on the proposed amendment were
37,295,000 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), of which the Majority Shareholders held 24,125,000 or 64.7% of
the total stock entitled to vote on the proposed amendment. On February 7, 2001,
the Majority Shareholders, by written consent in lieu of a meeting, approved the
Amendment to effect the name change. No further consents, votes or proxies are
necessary to effect the name change. The Name Change became effective on
February 27, 2001 when an amendment to the Articles of Incorporation of the
Company providing for the change (the "Amendment") was filed with the Secretary
of State of the State of Nevada. The amended name is Lockwave Technologies, Inc.
Due to the situation regarding the termination of the AudioMonster online label
and business, the Company has amended its corporate name to better reflect its
current business plan which is to focus all resources on implementing the
Lockwave Technologies model. The Company was issued a new trading symbol by the
National Association of Securities Dealers to reflect the corporate name change.
The new trading symbol is LWTI.

ITEM 7. FINANCIAL STATEMENTS.


                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)

                       CONSOLIDATED FINANCIAL STATEMENTS



                                    CONTENTS


                                                                           PAGE

INDEPENDENT AUDITORS' REPORT................................................F-1

CONSOLIDATED BALANCE SHEETS.................................................F-2

CONSOLIDATED STATEMENTS OF OPERATIONS.......................................F-3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT............................F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS.......................................F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................F-6 - F-9


<PAGE>F-1

                          INDEPENDENT AUDITORS' REPORT

                 TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
                  LOCKWAVE TECHNOLOGIES, INC. AND SUBSIDIARY:

We have audited the accompanying consolidated balance sheets of Lockwave
Technologies, Inc. and Subsidiary (a Development Stage Company) as of March 31,
2002 and 2001, and the related consolidated statements of operations,
comprehensive loss, stockholders' deficit and cash flows for the years then
ended, and for the period from inception (October 12, 1999) to March 31, 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.  The Company's financial statements as of and for the period
October 12, 1999 (inception) through March 31, 2000 were audited by other
auditors whose report, dated March 20, 2001, expressed an unqualified opinion on
those statements.  The financial statements for the period October 12, 1999
(inception) through March 31, 2000 reflect total revenues and net loss of $-0-
and $94,101, respectively, of the related totals.  The other auditors' report
has been furnished to us, and our opinion, insofar as it relates to the amounts
included for such prior period, is based solely on the report of such other
auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, such
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Lockwave Technologies,
Inc. and Subsidiary as of March 31, 2002 and 2001, and the consolidated results
of its operations and its cash flows for the years then ended, and for the
period from October 12, 1999 (inception) to March 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the company will continue as a going concern.   As described in Note 1 to
the accompanying consolidated financial statements, the Company has no
established source of revenue, has incurred significant operating losses to date
and has negative cash flow from operations.  Management's plans in regard to
these matters are also described in Note 1.  These consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                                   /s/ MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                       ----------------------------------------
                                       MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                       Certified Public Accountants

New York, New York
June 25, 2002

<PAGE>F-2

                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                          CONSOLIDATED BALANCE SHEETS


<table>
<caption>

                                                                  <c>              <c>

                                                                                March 31,
                                                                       ---------------------------
                                                                          2002            2001
                                                                       ----------       ----------
        ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                     $               -     $          -
        Total assets                                            $               -     $          -

        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                              $          32,968     $     27,610
  Advances from stockholder                                                15,675                -
  Payable for acquisition                                                       -        2,000,000
        Total current liabilities                                          48,643        2,027,610

STOCKHOLDERS' DEFICIT
  Common stock, $0.001 par value;
    50,000,000 shares authorized,
         43,480,000 and 37,295,000 shares issued and outstanding           43,480           37,295
  Additional paid-in-capital                                              273,260       (1,809,605)
  Deficit accumulated during the development stage                       (365,383)        (255,300)
        Total stockholders' deficit                                       (48,643)      (2,027,610)

        Total liabilities and stockholders' deficit            $                -     $          -
                                                                       ----------       ----------

The accompanying notes are an integral part of these consolidated financial statements.

</table>


<PAGE>F-3

                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<table>
<caption>

                                                        <c>            <c>              <c>

                                                                                           October 12,
                                                                    Year Ended                 1999
                                                                    March 31,             (inception) to
                                                            -------------------------         March 31,
                                                               2002            2001            2002
                                                            ----------     ----------     --------------
Revenue                                                  $           -   $          -    $             -

Product and website development                                      -         94,269            164,130
General and administrative expenses                            110,083         66,930            201,253
                                                            ----------     ----------     --------------
Loss from operations before provision for income taxes        (110,083)      (161,199)          (365,383)

Provision for income taxes                                           -              -                  -
                                                            ----------     ----------     --------------
Net loss                                                 $    (110,083)  $   (161,199)   $      (365,383)
                                                            ==========     ==========     ==============
Net loss per share - basic and diluted                   $           -   $      (0.01)   $         (0.01)
                                                            ==========     ==========     ==============
Weighted average number of common shares
 outstanding                                                39,707,940     26,542,507         31,292,583
                                                            ==========     ==========     ==============

The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-4

                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<table>
<caption>

                                           <c>                 <c>           <c>           <c>              <c>
                                                                                                 Deficit
                                                                                               Accumulated
                                                     Common Stock                Additional     During the
                                              -----------------------------      Paid-in        Development
                                                  Shares            Amount       Capital          Stage           Total
                                              --------------   ------------    -----------    -------------    ------------

Balance, October 12, 1999 (Inception)          $           -      $       -    $         -      $         -    $          -

Sale of common stock, October 12, 1999            24,125,000         24,125        (24,115)               -              10
Expenses paid by shareholder                               -              -         94,101                -          94,101
Capital contribution                                       -              -          4,195                -           4,159
Net loss                                                   -              -              -          (94,101)        (94,101)
                                              --------------   ------------    -----------    -------------    ------------
Balance, March 31, 2000                           24,125,000         24,125         74,145          (94,101)          4,169

Acquisition of public shell
 corporation, January 24, 2001                    13,170,000         13,170        (13,170)               -               -
Cash to be paid for acquisition                            -              -     (2,000,000)               -      (2,000,000)
Capital contribution                                       -              -        129,420                -         129,420
Net loss                                                   -              -              -         (161,199)       (161,199)
                                              --------------   ------------    -----------    -------------    ------------
Balance, March 31, 2001                           37,295,000         37,295     (1,809,605)        (255,300)     (2,027,610)

Shares issued for services - July 17, 2001           735,000            735         21,315                -          22,050
Shares issued for services - August 10, 2001       1,250,000          1,250         23,750                -          25,000
Shares issued for services - November 14, 2001     1,200,000          1,200         10,800                -          12,000
Shares issued for services - January 11, 2002      3,000,000          3,000         27,000                -          30,000
Forgiveness of cash for acquisition                        -              -      2,000,000                -       2,000,000
Net loss                                                   -              -              -         (110,083)       (110,083)
                                              --------------   ------------    -----------    -------------    ------------
Balance, March 31, 2002                           43,480,000      $  43,480    $   273,260      $  (365,383)   $    (48,643)
                                              ==============   ============    ===========    =============    ============

The accompanying notes are integral part of these consolidated financial statements.

</table>

<PAGE>F-5

                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<table>
<caption>

                                             <c>            <c>            <c>

                                                                               October 12,
                                                        Year Ended                 1999
                                                        March 31,             (inception) to
                                                ---------------------------       March 31,
                                                   2002             2001            2002
                                                ----------       ----------     -----------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                               $     (110,083)    $   (161,199)  $    (365,383)
     Expenses paid by shareholder                   15,675          129,420         239,196
     Stock-based compensation                       89,050                -          89,050
     Change in accounts payable                      5,358           27,610          32,968
                                                ----------       ----------     -----------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES                                     -           (4,169)         (4,169)
                                                ----------       ----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock                                -                -              10
     Capital contributions                               -                -           4,159
                                                ----------       ----------     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                -                -           4,169
                                                ----------       ----------     -----------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS                                         -           (4,169)              -

CASH AND CASH EQUIVALENTS
  beginning of period                                    -           (4,169)              -
                                                ----------       ----------     -----------
CASH AND CASH EQUIVALENTS -
  end of period                             $            -     $          -   $           -
                                                ==========       ==========     ===========
        SUPPLEMENTAL INFORMATION:

  During the period October 12, 1999 to March 31, 2002, the Company paid no cash
  for interest or income taxes.

        NON-CASH FINANCIAL ACTIVITY:

  During the year ended March 31, 2002, the Company issued 6,185,000 shares of
  common stock, valued at $89,050, for services and compensation.

The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-6

                          LOCKWAVE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            MARCH 31, 2002 AND 2001



NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

        The accompanying financial statements include the accounts of Lockwave
        Technologies, Inc. ("Lockwave Technologies"), formerly Audiomonster
        Online, Inc., a Nevada corporation formed on August 28, 1995 as
        Professional Mining Consultants, Inc. and its wholly owned subsidiary
        Lockwave, Inc. ("Lockwave"), a Delaware corporation formed on October
        12, 1999.  Lockwave Technologies and Lockwave are collectively referred
        to as the "Company".  All significant inter- company accounts and
        transactions have been eliminated in consolidation.

        The Company conducts its operations from offices located in Deer Park,
        New York.

        Effective January 24, 2001, Lockwave Technologies acquired all of the
        issued and outstanding common stock of Lockwave.  As a result of this
        transaction, Lockwave's former shareholder obtained control of Lockwave
        Technologies, a shell corporation with no operations.  For accounting
        purposes, this acquisition has been treated as a recapitalization of
        Lockwave.

        The financial statements presented include only the accounts of Lockwave
        from its inception (October 12, 1999) through March 31, 2002 and of
        Lockwave Technologies from January 24, 2001 through March 31, 2002.

        The accompanying financial statements have been prepared in conformity
        with accounting principles generally accepted in the United States of
        America, which contemplate continuation of the Company as a going
        concern.  However, the Company has no established source of revenue and
        has accumulated operating losses.  These factors raise substantial doubt
        about the Company's ability to continue as a going concern.  Without
        realization of additional capital, it would be unlikely for the Company
        to continue as a going concern.  The financial statements do not include
        any adjustments relating to the recoverability and classification of
        recorded asset amounts and classification of liabilities that might be
        necessary should the Company be unable to continue in existence.

        The Company will also pursue merger opportunities with operating
        companies.

        NATURE OF OPERATIONS

        The Company is currently a development-stage company under the
        provisions of the Financial Accounting Standards Board ("FASB")
        Statement of Financial Accounting Standards ("SFAS") No. 7.

        The Company intends to provide internet services, offering secure
        virtual storage and a dynamic MP3 player through one consolidated
        web-based application.

        USE OF ESTIMATES

        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the
        reported amounts of revenue and expenses during the reporting period.
        Actual results could differ from those estimates.

        CASH AND CASH EQUIVALENTS

        The Company considers all highly liquid investments purchased with
        original maturities of three months or less to be cash equivalents.

        CONCENTRATION OF CREDIT RISK

        The Company places its cash in what it believes to be credit-worthy
        financial institutions.  However, cash balances may exceed FDIC insured
        levels at various times during the year.

        FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying value of cash and cash equivalents and accounts payable
        approximates fair value due to the relatively short maturity of these
        instruments.

<PAGE>F-7

        INCOME TAXES

        Income taxes are provided for based on the liability method of
        accounting pursuant to SFAS No. 109, "Accounting for Income Taxes".
        Deferred income taxes, if any, are recorded to reflect the tax
        consequences on future years of differences between the tax bases of
        assets and liabilities and their financial reporting amounts at each
        year-end.

        PRODUCT AND WEBSITE DEVELOPMENT COSTS

        Product and website development costs consist principally of payroll and
        related expenses for development, editorial, systems personnel and
        consultants.  Product development costs are generally expensed as
        incurred.

        The Company follows the provisions of Statement of Position ("SOP")
        98-1, "Accounting for the Costs of Computer Software Developed or
        Obtained for Internal Use", which requires the capitalization of costs
        incurred in connection with developing or obtaining software for
        internal use.  The useful life of website development costs is less than
        one year and, accordingly, these costs are expensed as incurred and are
        included in "product and website development costs" in the accompanying
        financial statements.

        START-UP AND ORGANIZATION COSTS

        The Company accounts for start-up costs in accordance with SOP 98-5,
        "Reporting on the Costs of Start-up Activities", issued by the American
        Institute of Certified Public Accountants.  SOP 98-5 requires the cost
        of start-up activities, including organization costs, to be expensed as
        incurred.

        EARNINGS PER SHARE

        The Company calculates earnings per share in accordance with SFAS No.
        128, "Earnings Per Share", which requires presentation of basic earnings
        per share ("BEPS") and diluted earnings per share ("DEPS").  The
        computation of BEPS is computed by dividing income available to common
        stockholders by the weighted average number of outstanding common shares
        during the period.  DEPS gives effect to all dilutive potential common
        shares outstanding during the period. The computation of DEPS does not
        assume conversion, exercise or contingent exercise of securities that
        would have an antidilutive effect on earnings.  As of March 31, 2001,
        there were no potentially dilutive securities outstanding.

        COMPREHENSIVE INCOME

        SFAS No. 130, "Reporting Comprehensive Income", establishes standards
        for the reporting and display of comprehensive income and its components
        in the financial statements.  The items of other comprehensive income
        that are typically required to be displayed are foreign currency items,
        minimum pension liability adjustments, and unrealized gains and losses
        on certain investments in debt and equity securities.  The Company has
        no items of other comprehensive income and has not presented a statement
        of comprehensive income.

        STOCK-BASED COMPENSATION

        The Company has adopted the intrinsic value method of accounting for
        stock-based compensation in accordance with Accounting Principles Board
        Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees" and
        related interpretations.  The Company has adopted only the disclosure
        provisions of SFAS No. 123, "Stock Based Compensation", for equity
        instruments issued to employees.

NOTE 2 - CORPORATE REORGANIZATION AND MERGER

        On January 24, 2001, Lockwave Technologies and Lockwave executed an
        Acquisition Agreement.  The agreement, as amended, provided that
        Lockwave Technologies would acquire all of the issued and outstanding
        common stock of Lockwave.  In connection with the transaction, the sole
        shareholder of Lockwave received an aggregate of 24,125,000 shares of
        Lockwave Technologies common stock for its 1,000 shares of Lockwave.
        Additionally, the shareholder was to receive a cash payment of
        $2,000,000.  Payments of $500,000 had previously been paid prior to the
        final amendment.  Payments of the $2,000,000 cash portion were scheduled
        as follows:  February 1, 2001, $250,000; March 1, 2001, $250,000; April
        1, 2001, $500,000; May 1, 2001, $500,000; June 1, 2001, $500,000.  None
        of these scheduled payments were made and the required payment was
        forgiven by the stockholder during the year ended March 31, 2002.

        As a result of this transaction, the former shareholder of Lockwave
        acquired or exercised control over a majority of the shares of Lockwave
        Technologies. Accordingly, the transaction has been treated for
        accounting purposes as a recapitalization of Lockwave; therefore, these
        financial statements represent a continuation of the accounting
        acquirer, Lockwave, not Lockwave Technologies, the legal acquirer.

        In accounting for this transaction:

        i)      Lockwave is deemed to be the purchaser and surviving company for
                accounting purposes.  Accordingly, its net assets are included
                in the balance sheet at their historical book values;

        ii)     Control of the net assets and business of Nevada was acquired
                effective January 24, 2001 (the "Effective Date").  This
                transaction has been accounted for as a purchase of the assets
                and liabilities of Lockwave Technologies by Lockwave.  At the
                effective date, Lockwave Technologies had no assets or
                liabilities and has ceased operations.

        iii)    The consolidated statements of operations and cash flows include
                Lockwave's results of operations and cash flows from October
                12, 1999 (date of inception) and Lockwave Technologies results
                of operations from the Effective Date.

<PAGE>F-8

NOTE 3 - INCOME TAXES

The components of the provision for income taxes are as follows:

                                                         Year Ended
                                                          March 31,
                                               ------------------------------
                                                2002                    2001
                                               --------               -------
Current Tax Expense
        U.S. Federal                    $             -         $           -
        State and Local                               -                     -
                                               --------               -------
Total Current                                         -                     -
                                               --------               -------
Deferred Tax Expense
        U.S. Federal                                  -                     -
        State and Local                               -                     -
                                               --------               -------
Total Deferred                                        -                     -
                                               --------               -------
Total Tax Provision (Benefit) from
 Continuing Operations                  $             -         $           -
                                               ========               =======

        The reconciliation of the effective income tax rate to the Federal
        statutory rate is as follows:

        Federal Income Tax Rate                    34.0%                 34.0%
        Effect of Valuation Allowance             (34.0)%               (34.0)%
                                               --------               -------
        Effective Income Tax Rate                   0.0%                  0.0%
                                               ========               =======

        At March 31, 2002, the Company had net carryforward losses of
        approximately $365,000.  Because of the current uncertainty of
        realizing the benefits of the tax carryforward, a valuation
        allowance equal to thetax benefits for deferred taxes has
        been established.  The full realization of the tax benefit
        associated with the carryforward depends predominantly upon
        the Company's ability to generate taxable income during the
        carry forward period.

        Deferred tax assets and liabilities reflect the net tax effect of
        temporary differences between the carrying amount of assets and
        liabilities for financial reporting purposes and amounts used
        for income tax purposes.  Significant components of the Company's
        deferred tax assets and liabilities as of March 31, 2002 and
        2001 are as follows:

                                                          March 31,
                                               ------------------------------
                                                 2002                   2001
                                               --------               -------
Deferred Tax Assets
        Loss Carryforwards                  $   124,100            $   86,700

        Less:  Valuation Allowance             (124,100)              (86,700)
                                               --------               -------
        Net Deferred Tax Assets             $         -            $        -
                                               ========               =======

Net operating loss carryforwards expire starting in 2020.

<PAGE>F-9

NOTE 4 - RELATED PARTY TRANSACTIONS

        Lockwave shared office facilities and administrative overhead, as well
        as a product development team with its former Parent and other wholly-
        owned subsidiaries of the Parent.  Substantially all operating activity
        was paid by the former Parent, initially recorded on the Parent's books
        and then allocated to the Parent's subsidiaries, including Lockwave.
        All direct costs are specifically identified and allocated to Lockwave,
        while all other costs are allocated to Lockwave based on a proportional
        cost allocation method.  All of the amounts allocated to Lockwave have
        been recorded as contributed capital at March 31, 2001.  Management
        believes that the cost allocations are reasonable and approximate the
        expenses that Lockwave would have incurred had it operated as a stand-
        alone entity.

        The Parent has allocated expenses for office facilities and
        administrative expenses including, but not limited to, rent, utilities,
        office equipment, professional fees, administrative salaries and
        related benefits.  For the year ended March 1, 2001, and for
        the period October 12, 1999 (inception) through March 31, 2000,
        these expenses amounted to $35,151 and $24,240, respectively.

        Additionally, the Parent allocated expenses for product and website
        development including, but not limited to, programmer salaries (based
        on the amount of time specifically devoted to each project) and
        related benefits, website development costs and web hosting services.
        For the year ended March 31, 2001, and for the period October 12,
        1999(inception) through March 31, 2000, these expenses amount to
        $94,269 and $69,861, respectively.

        During the year ended March 31, 2002, a stockholder paid expenses
        totaling $15,675.  These advances bear no interest and are due upon
        demand.

<PAGE>7

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

MANAGEMENT

The following table sets forth the names, ages and positions of our executive
officers and directors:

Name                      Age      Position and Officers with
                                   the Company
------------------------------------------------------------

Paul S. Steo               25      President, Secretary,
                                   Treasurer and Director

Paul Steo took over as the sole officer of the Company immediately after Greg
Corcoran resigned on January 24, 2001. Mr. Steo currently handles the
administrative duties for the Company. Prior to obtaining the position with
Lockwave, Mr. Steo worked as a financial operations analyst for a division of
Ambac Financial Group. From 1994 to 1998 Prior to Ambac, Mr. Steo worked at
Paychex, Inc. providing administrative and accounting services. Mr. Steo holds
a B.S. in Accounting from Binghamton University.

<PAGE>8

ITEM 10. EXECUTIVE COMPENSATION.

No salary compensation has been paid to any of the current Officers or
Directors of the Company.

On January 11, 2002 the Company issued 1,000,000 shares of 144 restricted
common stock to the President valued at $10,000, the fair value of the
stock issued.

The Company expects that a compensation plan for our Officers and Directors
will be adopted and may include cash and/or stock consideration.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information, as of March 31, 2002,
regarding beneficial ownership of our common stock by

        - each stockholder known by us to be the beneficial owner of more than
          five percent (5%) of the outstanding shares of common stock;
          each of our directors;

        - each of the named executive officers; and - all of our current
          executive officers and directors as a group.


                Name of
                Beneficial Owner                Number of Shares
                Percent of Class (1)            Beneficially Owned(1)
                --------------------            ---------------------

                Imojo Group, LLC                24,125,000  55.48%

                Paul S. Steo                    1,000,000    2.3%

                All executive Officers and
                Directors as a group            1,000,000    2.3%

<PAGE>9

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Up to March 31, 2001, Lockwave shared office facilities, administrative overhead
as well as a product development team with the Parent and other wholly-owned
subsidiaries of the Parent. Substantially all operating activity is paid by the
Parent, initially recorded on the Parent's books and then allocated to the
Parent's subsidiaries, including Lockwave. All direct costs are specifically
identified and allocated to Lockwave, while all other costs are allocated to
Lockwave based on a proportional cost allocation method. All of the amounts
allocated to Lockwave have been recorded as contributed capital at March 31,
2001. Management believes that the cost allocations are reasonable and
approximate the expenses that Lockwave would have incurred had it operated as a
stand- alone entity.

The Parent has allocated expenses for office facilities and administrative
expenses, including, but not limited, to rent, utilities, office equipment,
professional fees and administrative salaries and related benefits. For the
year ended March 31, 2001 and for the period October 12, 1999 (inception)
through March 31, 2001, these expenses amounted to $35,151 and
$24,240 respectively.

Additionally, the Parent allocated expenses for product and website development,
including, but not limited to, programmer salaries (based on the amount of time
specifically devoted to each project) and related benefits, website development
costs and web hosting services. For the year ended March 31, 2001 and for the
period October 12, 1999 (inception) through March 31, 2000, these expenses
amounted to $94,269 and $69,861 respectively.

<PAGE>10

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

2.1       Agreement and Plan of Merger dated
          September 25, 2000, including exhibits
          (incorporated by reference to the
          amended Form 8-K, filed on February 7,
          2001).

2.2       Amendment to Agreement and Plan of
          Merger dated January 24, 2001
          (incorporated by reference to the
          amended Form 8-K, filed on February 7,
          2001).

3.1       The exhibit consisting of the Company's
          Articles of Incorporation is attached to
          the Company's amended Form 10-SB, filed
          on February 28, 2000. This exhibit is
          incorporated by reference to that Form.

3.2       The exhibit consisting of the Company's
          Bylaws is attached to the Company's
          amended Form 10-SB, filed on February
          28, 2000. This exhibit is incorporated
          by reference to that Form.

21        Subsidiaries

          AMOL, Inc. - Incorporated in Delaware

Reports on 8-K:

On February 7, 2001 and April 9, 2001, the Company filed a Form 8-K and Form 8-
K/A, respectively, regarding the Agreement and Plan of Merger and the Amendment
to Agreement and Plan of Merger.

<PAGE>11

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

AudioMonster Online, Inc.

By: /s/ Paul Steo
        ---------------
        Paul Steo
        President/Secretary/Treasurer