UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                               FORM 10-QSB/A
    QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934 ACT
                          REPORTING REQUIREMENTS

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000.

[   ]  TRANSITION  REPORT PURSUANT TO SECTION 13 15(d)  OF  THE  SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ________________to ___________________

                     Commission File Number: 000-24595






                         AUDIOMONSTER ONLINE, INC.
          (Exact name of registrant as specified in its charter)







Nevada                000-24595                   88-0343832
(State of             (Commission           (I.R.S. Employer
organization)         File Number)       Identification No.)

200-1311 Howe St., Vancouver, B.C. Canada V6Z 2P3
(Address of principal executive offices)

Registrant's telephone number, including area code (604) 691-1765

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

There are 13,945,000 shares of common stock issued and outstanding as of
September 30, 2000.

                      PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Unaudited  financial statements for the quarter  ended  September
            30, 2000.
                         AudioMonster Online, Inc.
                       (A DEVELOPMENT-STAGE COMPANY)
                               BALANCE SHEET

<TABLE>
<S>                                        <C>              <C>
                                           September 30,     March 31,
   ASSETS                                    2000                2000
CURRENT ASSETS (Unaudited)
Cash and cash equivalents                       $   59,744        $  323,650
Receivables                                         44,767             5,024
Loan receivable                                    130,284            29,794
Investment in trading securities                         -            75,310
                                                ----------         ---------
     Total current assets                          234,795           433,778

Deposit on acquisition                             250,000                 -
Property and equipment, at cost, net of
 accumulated depreciation of $1,032 and $-           6,804             5,359
0-
                                                ----------         ---------
     TOTAL ASSETS                               $  491,599        $  439,137
                                                ==========        ==========

   LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
CURRENT LIABILITIES
    Accounts payable and accrued expenses       $   26,057            $9,997
    Over subscription of offering                   16,750                 -
                                                ----------         ---------
    Total current liabilities                       42,807             9,997

Long-term convertible notes                      1,655,000           655,000
                                                ----------         ---------
     Total liabilities                           1,697,807           664,997
                                                ----------         ---------
Commitments and contingencies                            -                 -

STOCKHOLDERS' (DEFICIT)
    Common Stock - $.001 par value;
     50,000,000 shares authorized,
     13,945,000 and 2,000,000
     shares issued and outstanding                  13,945             2,000

    Additional paid in capital                   2,704,103           (2,000)

    Deficit accumulated during the
     development stage                         (3,932,431)         (225,148)

    Cumulative foreign currency
      translation adjustment                         8,175             (712)
                                                ----------         ---------

     Total stockholders' (deficit)             (1,206,208)         (225,860)
                                               -----------         ---------
     TOTAL LIABILITIES AND
      STOCKHOLDERS' (DEFICIT)                   $  491,599        $  439,137
                                                ==========        ==========
</TABLE>

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

                               - 1 -
                         AudioMonster Online, Inc.
                       (A DEVELOPMENT-STAGE COMPANY)
                          STATEMENT OF OPERATIONS
                                (UNAUDITED)

<TABLE>
<S>                                     <C>            <C>
                                        Three Months   August 30, 1999
                                        Ended          (Inception) to
                                        September 30,  September 30,
                                        2000           2000

Sales                                            $288            $2,676
Cost of sales                                   2,501             3,588
                                          -----------        ----------
Gross profit (loss)                           (2,213)             (912)
General and administrative expense          2,917,973         3,688,496
                                          -----------        ----------
Loss   from  operations  before  other
income
 (expense) and income taxes               (2,290,186)       (3,689,408)
Interest income                                 4,575            21,176
Interest expense                             (82,389)         (269,000)
Gain (loss) on trading securities                   -             4,801
                                         ------------       -----------
Loss before income taxes                  (2,998,000)       (3,932,431)
Income tax expense                                  -                 -
                                         ------------       -----------
Net loss                                 $(2,998,000)      $(3,932,431)
                                         ============       ===========
NET LOSS PER COMMON SHARE
   Basic and diluted                          $(0.25)           $(0.88)
                                         ============       ===========
COMMON SHARES

   Basic and diluted                       11,988,511         4,450,209
                                         ============       ===========
</TABLE>
















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

                                   - 2 -
                         AudioMonster Online, Inc.
                       (A DEVELOPMENT-STAGE COMPANY)
                          STATEMENT OF OPERATIONS
                                (UNAUDITED)

<TABLE>
<S>                                 <C>                <C>
                                    Six Months         August 30, 1999
                                    Ended              (Inception) to
                                    September 30,      September 30,
                                    2000                2000

Sales                                           $2,676            $2,676
Cost of sales                                    3,588             3,588
                                          ------------      ------------
Gross profit (loss)                              (912)             (912)
General and administrative expense           3,438,369         3,688,496
                                          ------------      ------------
Loss  from operations before  other
income
 (expense) and income taxes                (3,439,281)       (3,689,408)
Interest income                                 18,339            21,176
Interest expense                             (260,267)         (269,000)
Gain (loss) on trading securities             (26,075)             4,801
                                          ------------      ------------
Loss before income taxes                   (3,707,284)       (3,932,431)
Income tax expense                                   -                 -
                                          ------------      ------------
Net loss                                  $(3,707,284)      $(3,932,431)
                                          ============      ============
NET LOSS PER COMMON SHARE
   Basic and diluted                           $(0.31)           $(0.88)
                                          ============      ============
COMMON SHARES

   Basic and diluted                        11,988,511         4,450,209
                                          ============      ============
</TABLE>















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

                                   - 3 -
                         AudioMonster Online, Inc.
                       (A DEVELOPMENT-STAGE COMPANY)
                          STATEMENT OF CASH FLOWS
                                (UNAUDITED)

<TABLE>
<S>                                               <C>            <C>
                                                  Six Months     August 30, 1999
                                                  Ended          (Inception) to
                                                  September 30,  September 30,
                                                  2000            2000
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $(3,707,284)    $(3,932,431)
   Adjustments to reconcile net loss to net cash
used
    by operating activities:
   Gain (loss) on securities                             26,075         (4,801)
   Depreciation                                           1,032           1,032
   Issuance of common stock for services              2,408,475       2,408,475
   Non cash interest expense                            239,502         239,502
   Changes in certain assets and liabilities:

     Increase in receivables                           (39,744)        (44,769)
     Increase in loan receivable                      (100,489)       (130,283)
      Increase  in accounts payable and  accrued         16,060          26,057
expense
                                                    -----------     -----------
Net cash used by operating activities               (1,156,373)     (1,437,218)
                                                    -----------     -----------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
   Purchases of fixed assets                          (250,000)       (250,000)
   Deposit on acquisition                               (2,476)         (7,835)
   Investment in trading securities                                    (44,434)
   Sale of trading securities                            49,235          49,235
                                                    -----------     -----------
Net cash used by investment activities                (203,241)       (253,034)
                                                    -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceed from issuance of stock                        86,821          86,821
   Proceeds from notes payable                        1,000,000       1,655,000
                                                    -----------     -----------
Net cash provided from financing activities           1,086,821       1,741,821

EFFECTS OF EXCHANGE RATE
CHANGES ON CASH                                           8,887           8,175
                                                    -----------     -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS             (263,906)          59,744

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD         323,650               -
                                                    -----------     -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD               $59,744         $59,744
                                                    ===========     ===========
</TABLE>
Supplemental Cash Flow Information:
 During  the  three  month and initial periods ended  June  30,  2000,  the
 Company paid no cash for interest or income taxes.

Non-cash Financial Activities:
  Interest expense attributable to a beneficial conversion feature  of  the
debentures totaled $239,502.

 On  June 14, 2000, 25,000 shares of common stock, valued at $346,075, were
 issued for legal services provided to the Company.

 On   August  17,  2000,  2,000,000  shares  of  common  stock,  valued  at
 $1,437,600, were issued for services provided to the Company.


  $500,000 of proceeds from notes payable were paid directly to the  seller
as a deposit for an acquisition.

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

                                   - 4 -
                            AudioMonster Online, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<S>                          <C>          <C>          <C>          <C>             <C>          <C>
                                                                      Deficit
                                                                   Accumulated    Foreign
                                                       Additional      During       Currency
                                 Common  Stock          Paid-in     Development  Translation
                              Shares        Amount      Capital        Stage      Adjustment      Total

Balance, August 30, 1999              -            $-           $-            $ -            $-             $-

Issuance of founders
shares,
August 30, 1999               2,000,000         2,000      (2,000)              -             -              -

Foreign currency
translation adjustment                -             -            -              -         (712)          (712)

Net loss                              -             -            -      (225,148)             -      (225,148)
                             ----------    ----------   ----------    -----------   -----------   ------------
                                                                            -
Balance, March 31, 2000       2,000,000         2,000      (2,000)      (225,148)         (712)      (225,860)

Acquisition of public
shell
corporation, May 12, 2000     9,780,000         9,780      (9,780)              -             -              -

Additional paid in capital
attributable to beneficial
conversion feature of                 -             -      239,502              -             -        239,502
debentures

Issuance of shares for
services, June 14, 2000          25,000            25      346,050              -             -        346,075

Issuance of shares for
services, August 17, 2000     2,000,000         2,000    2,060,400              -             -      2,062,400

Shares sold under
Reg. S offering                 173,500           174       86,647              -             -         86,821

Refund of over-                (33,500)          (34)     (16,716)              -             -       (16,750)
subscription

Foreign currency
translation adjustment                -             -            -              -         8,887          8,887

Net loss                              -             -            -    (3,707,283)             -    (3,707,283)
                             ----------    ----------   ----------    -----------   -----------   ------------
                                                                            -
Balance, September 30,       13,945,000       $13,945   $2,704,103    $(3,932,431)     $(8,175)   $(1,206,208)
2000
                             ==========    ==========   ==========    ===========   ===========   ============
</TABLE>

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

                                      - 5 -


                         AudioMonster Online, Inc.
                        (Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 2000



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

           Basis of Presentation
           The accompanying financial statements include the accounts  of
           AudioMonster   Online,   Inc.   ("Audiomonster"),   a   Nevada
           corporation  formed on August 28, 1995 as Professional  Mining
           Consultants, Inc., and its wholly owned subsidiary 591519 B.C.
           Ltd.  ("591519"), a Canadian corporation formed on August  30,
           1999.    On  June  5,  2000,  591519  changed  its   name   to
           AudioMonster  Online,  Inc.   Audiomonster  and   591519   are
           collectively  referred to as the "Company".   All  significant
           inter-company  accounts and transactions have been  eliminated
           in consolidation.  The Company's fiscal year end is March 31.

           The  Company conducts its operations from offices  located  in
           Vancouver, Canada.

           Effective  May  12,  2000, Audiomonster acquired  all  of  the
           issued and outstanding common stock of 591519.  As a result of
           this transaction, 591519's former shareholder obtained control
           of  Audiomonster, a shell corporation with no operations.  For
           accounting  purposes, this acquisition has been treated  as  a
           recapitalization of 591519.

           The  financial statements presented include only the  accounts
           of  591519  from  its  inception  (August  30,  1999)  through
           September  30,  2000 and of Audiomonster  from  May  12,  2000
           through September 30, 2000.

           The  accompanying financial statements have been  prepared  in
           conformity  with  generally  accepted  accounting  principles,
           which  contemplate  continuation of the  Company  as  a  going
           concern.   However, the Company has no significant  source  of
           revenue.   This  factor  raises 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.

           Management plans to take the following steps that it  believes
           will be sufficient to provide the Company with the ability  to
           continue in existence:

           *    Raise additional working capital through private placements.
           The private placement will be in the form of debt, equity or a
           convertible debenture.

           *    Seek acquisitions for the company.  Acquisitions will be
           operating companies in the entertainment, e-commerce, internet
           or electronic industries.

           *    Commence operations as described below.

                                   - 6 -

                         AudioMonster Online, Inc.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 2000



 NOTE 1 - DESCRIPTION  OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING
           POLICIES (Continued)

      Unaudited Financial Information
          In  the  opinion  of  the  Company, the accompanying  unaudited
           consolidated  financial  statements  contain  all  adjustments
           (consisting of only normal recurring adjustments) necessary to
           present fairly its financial position as of September 30, 2000
           and the results of its operations and cash flows for the three
           months  ended  September  30,  2000.   These  statements   are
           condensed  and therefore do not include all of the information
           and   footnotes  required  by  generally  accepted  accounting
           principles for complete financial statements.  The results  of
           operations for the three months ended September 30,  2000  are
           not  necessarily indicative of the results to be expected  for
           the full year.

           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  is  creating  licensable technology  including  e-
           commerce  components  and  content management  systems  for  the
           Internet music industry.  The Company is also building an  audio
           advertising and music distribution network.

      Use of Estimates
           The  preparation  of financial statements in  conformity  with
           generally  accepted accounting principles 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.

     Property and Equipment
           Property  and equipment is stated at cost and are  depreciated
           using  the  straight-line method over their  estimated  useful
           lives.
                                           Useful
                                           Life
         Furniture and equipment                    7
                                                years
         Computer software and hardware       3 years

           Maintenance and repairs are charged to expense as incurred.


                                   - 7 -


                         AudioMonster Online, Inc.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2000



 NOTE 1 - DESCRIPTION  OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING
           POLICIES (Continued)

           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, receivables,
           loans  receivable  and accounts payable and  accrued  expenses
           approximates  fair value due to the relatively short  maturity
           of these instruments.  The carrying value of convertible notes
           payable approximates fair value as the instruments were issued
           currently at market rates.

         Long-lived Assets
           Long-lived  assets  to  be  held and  used  are  reviewed  for
           impairment   whenever  events  or  changes  in   circumstances
           indicate  that  the  related  carrying  amount  may   not   be
           recoverable.  When required, impairment losses on assets to be
           held  and used are recognized based on the fair value  of  the
           assets and long-lived assets to be disposed of are reported at
           the lower of carrying amount or fair value less cost to sell.

         Licenses
           Costs  to acquire licenses are capitalized as incurred.  These
           costs  will  be amortized as royalties are paid in  accordance
           with the license terms.

           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.

     Translation of Foreign Currency
           The   Company   translates  the  foreign  currency   financial
           statements of its Canadian subsidiary in accordance  with  the
           requirements  of SFAS No. 52, "Foreign Currency  Translation".
           Assets  and  liabilities are translated  at  current  exchange
           rates,  and  related revenue and expenses  are  translated  at
           average exchange rates in effect during the period.  Resulting
           translation  adjustments are recorded as a separate  component
           in  stockholders' equity.  Foreign currency transaction  gains
           and losses are included in the statement of operations.






                                   - 8 -

                         AudioMonster Online, Inc.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 2000



 NOTE 1 - DESCRIPTION  OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING
           POLICIES (Continued)

           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.   The  Company   has   no
           securities that would effect loss per share if they were to be
           dilutive.

           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.

NOTE 2 -  CORPORATE REORGANIZATION AND MERGER

           On  May  12,  2000, Audiomonster, a public shell,  and  591519
           executed  an  Acquisition  Agreement  (the  "Agreement")  that
           provided that Audiomonster would acquire all of the issued and
           outstanding  common stock of 591519.  In connection  with  the
           transaction, the sole shareholder of 591519 received 2,000,000
           shares of Audiomonster common stock for its 1 share of 591519.

           As  a  result  of  this transaction, the former  shareholder  of
           591519   acquired   or  exercised  control  over   Audiomonster.
           Accordingly,  the  transaction has been treated  for  accounting
           purposes  as a recapitalization of 591519 and, therefore,  these
           financial  statements represent a continuation of the accounting
           acquirer, 591519, not Audiomonster, the legal acquirer.

           In accounting for this transaction:

           i)   591519 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 Audiomonster was
           acquired effective May 12, 2000 (the "Effective Date").  This
           transaction has been accounted for as a purchase of the assets and
           liabilities of Audiomonster by 591519.  At the effective date
           Audiomonster had no assets or liabilities.

                                   - 9 -

                         AudioMonster Online, Inc.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2000



NOTE 2 -  CORPORATE REORGANIZATION AND MERGER (Continued)


           iii) The consolidated statements of operations and cash flows
           include 591519's results of operations and cash flows from August
           30, 1999 (date of inception) and Audiomonster's results of
           operations from the Effective Date.

NOTE 3 -  PROPERTY AND EQUIPMENT

         Property and equipment is summarized as follows:
         <TABLE>
         <S>                                <C>              <C>
                                            June 30,         March 31,
                                            2000               2000
         Computer Equipment & Software          $     4,892   $     2,415
         Furniture and Fixtures                       2,944
                                                                    2,944
                                                -----------   -----------
                                                      7,836         5,359
         Less: Accumulated Depreciation               1,032             -
                                                -----------   -----------
                                                $     6,804   $     5,359
                                                ===========   ===========
         </TABLE>
         Depreciation expense for the period ended March 31, 2000 was  $-0-
         and for the period ended September 30, 2000 was $1,032.

NOTE 4 -  CONVERTIBLE NOTES

         During  the  period  ended March 31, 2000,  the  Company  sold  an
         aggregate  of $655,000 of its 8% Convertible Notes (the  "Notes"),
         due  at  the  second  anniversary date of  issuance,  pursuant  to
         Regulation S under the Securities Act.

         The  holder of the notes has the full right to convert its  Notes,
         in  whole  or in part, into shares of Common Stock at a conversion
         price  equal  to the lesser of (1) $.50 or (2) 70% of  the  lowest
         average  bid  price of the Common Stock for the five trading  days
         immediately  preceding a notice of conversion  provided,  however,
         that  in  no  event shall the Holder be entitled  to  convert  any
         portion  of the Notes in excess of that portion of the Notes  upon
         conversion of which the sum of (1) the number of shares of  Common
         Stock  beneficially owned by the Holder and its affiliates  (other
         than  shares  of  Common  Stock which may be  deemed  beneficially
         owned  through  the ownership of the unconverted  portion  of  the
         Notes  and  (2) the number of shares issuable upon the  conversion
         of   the   portion  of  the  Notes  with  respect  to  which   the
         determination  of  this  proviso is being made,  would  result  in
         beneficial  ownership  by the Holder and its  affiliates  of  more
         than 20% of the outstanding Shares.

         On  June  8, 2000, the Company sold an aggregate of $1,000,000  of
         its 8% Convertible Notes (the "June Notes"), due June 8, 2002.







                                  - 10 -

                         AudioMonster Online, Inc.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2000



NOTE 4 -  CONVERTIBLE NOTES (Continued)

         The  holder  of the June Notes has the full right to  convert  its
         Notes,  in  whole  or in part, into shares of Common  Stock  at  a
         conversion price equal to the lesser of (1) $10.44 or (2)  70%  of
         the  lowest  average bid price of the Common Stock  for  the  five
         trading   days  immediately  preceding  a  notice  of   conversion
         provided,  however, that in no event shall the Holder be  entitled
         to  convert any portion of the Notes in excess of that portion  of
         the  Notes  upon conversion of which the sum of (1) the number  of
         shares  of Common Stock beneficially owned by the Holder  and  its
         affiliates (other than shares of Common Stock which may be  deemed
         beneficially  owned  through  the  ownership  of  the  unconverted
         portion  of  the Notes and (2) the number of shares issuable  upon
         the  conversion of the portion of the Notes with respect to  which
         the  determination of this proviso is being made, would result  in
         beneficial  ownership  by the Holder and its  affiliates  of  more
         than 20% of the outstanding Shares.

         Due  to  the  fact  that  the  June  Notes  contain  a  beneficial
         conversion  feature, the Company has recorded additional  interest
         expense  of $239,502 during the three month period ended September
         30,2000,  with  a  corresponding  credit  to  additional  paid  in
         capital.

         Long-term debt matures as follows:

             Year ended              Amounts
         March 31, 2002              $   655,000
         March 31, 2003                1,150,000

NOTE 5 -  LICENSE

         On  December  21,  1999, the Company acquired a  license  for  ten
         specified  audio  tracks  of an artist named  Art  Bergmann  ("the
         artist").   The  Company  has the exclusive  right  to  distribute
         these  audio tracks worldwide in any format.  The license  remains
         exclusive until December 31, 2004, after which it will convert  to
         nonexclusive on a worldwide basis.

         The  Company has agreed to pay the artist royalties of 20% of  the
         net   proceeds  that  the  Company  receives  from  its   commerce
         activities  related  to  the  sales and  marketing  of  the  audio
         tracks.   A  non-refundable advance of CDN $1,000  (US  $688)  was
         paid to acquire the license and charged to expense.

         This license was terminated by the Company on September 27, 2000.

NOTE 6 -  FOREIGN OPERATIONS

         Substantially   all  of  the  Company's  operations   take   place
         throughout  Canada,  and the majority of its  identifiable  assets
         are in Canada.




                                  - 11 -


                         AudioMonster Online, Inc.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2000



NOTE 7 - INVESTMENT

         At  March  31, 2000, marketable investments classified as  trading
         securities were comprised of the following:

          Common Stock:
             Market Value                  $   75,310
             Cost                              44,434
                                           ----------
                Gross   unrealized         $   30,876
          gain
                                           ==========
         The  unrealized gain from trading securities for the period ending
         March  31,  2000  is  $30,876.  This amount is included  in  Other
         Income (Expense) in the accompanying statement of operations.

         During  the  three  month  period ended September  30,  2000,  the
         Company sold its trading securities, resulting in a realized  loss
         for the period of $26,075.

NOTE 8 -  RELATED PARTY TRANSACTIONS

         a)    The Company has signed an agreement with a company owned  by
         its  President  to  pay management fees of CDN $5,000  per  month.
         The  agreement  commenced  on  January  1,  2000  and  expires  on
         December 31, 2004.

         The  agreement  provides that if the Company becomes  a  publicly-
         traded  company or establishes a fiscal quarter with gross revenue
         of  CDN  $250,000  or  greater, the monthly  management  fee  will
         increase to CDN $8,000.

     b)   The Company has signed lease agreements with its President to pay CDN
        $1 annually for the lease of each of the domain names, AudioMonster.com
        and DoubleListen.com.  The agreements expire January 31, 2001 and
        December 13, 2001, respectively.  The parties expect to extend the lease
        on the AudioMonster.com domain name.

NOTE 9 -  DEPOSIT ON ACQUISTION

         The  Company  has  made  deposits on  a  proposed  acquisition  to
         acquire  100%  of  another  entity.   At  June  30,  the  deposits
         aggregate  $600,000.  The Company defaulted  on  making  its  July
         deposit  payment  and  forfeited the total  $600,000  paid.   This
         amount  is  charged to expense for the period ended September  30,
         2000.








                                  - 12 -
                         AudioMonster Online, Inc.
                       (A Development Stage Company)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2000



NOTE 10 - GOING CONCERN

         The  accompanying  consolidated  financial  statements  have  been
         prepared  assuming the Company will continue as a  going  concern.
         As  of  September  30,  2000, the Company has  incurred  operating
         losses  from  inception and has no established source of  revenue.
         Based  upon the Company's plan of operation, the Company estimates
         that  existing  resources,  together  with  funds  generated  from
         operations  will  not be sufficient to fund the Company's  working
         capital.   The  Company  has been acquired  by  a  publicly-traded
         company.   The  new parent is anticipating raising  funds  through
         equity  offerings to fund the Company's operations.  There can  be
         no  assurances  that sufficient funds will be available  on  terms
         acceptable to the parent or at all.  If the company is  unable  to
         obtain  such  funds,  the Company will be  forced  to  scale  back
         operations,  which would have an adverse effect on  the  Company's
         financial condition and results of operations.

NOTE 11 -     SUBSEQUENT EVENTS

         Subsequent to September 30, 2000:

         -  On October 6, 2000, St. George Capital Corporation invoiced the
         Company  for  an  amount of $251,875 for investment  banking  fees
         related to the Lockwave merger.  Previously, on May 30, 2000,  the
         Company  loaned St. George $150,000.  This loan will  be  used  to
         offset the October 6, 2000 invoice.

         -   On   October  24,  2000,  all  $1,655,000  in  long-term  debt
         represented   by  seven  convertible  notes  were  presented   for
         conversion.   The conversion price was agreed to be $1.034375  and
         will result in additional 1,655,000 common shares being issued  in
         the future.



                                  - 13 -

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND  PLAN   OF
          OPERATIONS

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation, in conjunction with those forward-looking  statements
contained in this Statement.

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 SepJune  30, 2000. 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. 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 May 15, 2000 the Company moved its principal place of business
to 200-1311 Howe St., Vancouver, B.C. Canada V6Z 2P3.

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 USD $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 has chosen to write down the deposit
amount.

On September 25, 2000 the Company through its wholly owned
subsidiary AMOL Inc. (Delaware) entered into an agreement and
plan of merger with Lockwave, Inc. a Delaware corporation.
AudioMonster Online Inc. will pay total consideration of
$3,000,000 of which $250,000 has been paid and an aggregate of
4,500,000 shares of AudioMonster common stock will be issued to
Imojo, Inc.

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

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.

As of September 30, 2000 the Company had a total accumulated
deficit of $3,932,431.

Subsequently, on October 6, 2000 St. George Capital Corporation
invoiced the Company for an amount of $251,875 for investment
banking fees related to the Lockwave merger.  Previously, on May
30, 2000 the Company loaned St. George $150,000. This loan will
be used to offset the October 6, 2000 invoice.

Subsequently, on October 24, 2000 all $1,655,000 in long term
debt represented by seven convertible notes were presented for
conversion. The conversion price was agreed to be $1.034375 and
will result in additional 1,600,000 common shares being issued in
the future.

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 Dec 1, 1999, and had only
incurred minimal start-up expenses as of that date. Therefore,
comparing the results of operations for the current year to
comparable periods in the preceding year would not be meaningful.
For the three months ended Sep 30, 2000, net revenues were $288
and net loss was $2,998,000.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000, the Company had a cash balance of
$59,744 down from a total of $358,952 of cash at June 30, 2000.
The Company's total accumulated deficit also rose from the June
30, 2000 balance of $931,119 to $3,932,431 at September 30, 2000.

The $1,655,000 included in long-term debt is represented by seven
convertible notes, which bear interest at a rate of 8% per annum.
The convertible notes mature at various dates between January 28,
2002 to June 8, 2002. $655,000 of the notes can be converted into
common stock at the lesser of $0.50 or a discount of 30% from the
lowest average bid price during any of the five days prior to the
notice to convert any portion of the notes. The remaining
$1,000,000 note can be converted equal to the lesser of the bid
price at the close of business on June 8, 2000, or a discount of
30% from the lowest average bid price during any five days prior
to the notice to convert any portion of the note.

On September 25, 2000 the company completed a Regulation S
offering which raised proceeds of approximately $69,950 via the
issuance of 140,000 Regulation S shares offered to 13 Canadian
investors.

The Company states that its cash on hand and cash from operations
is not sufficient to complete the Lockwave merger and fund the
development of Lockwave.com web site. The Company is presently
contemplating a private placement of equity securities to
facilitate funding of its merger and development efforts. 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.

Subsequently on October 24, all $1,655,000 in long term debt
represented by seven convertible notes were presented for
conversion. The conversion price was agreed to be $1.034375 and
will result in additional 1,600,000 common shares being issued in
the future.

YEAR 2000 DISCLOSURE

We do not anticipate any problem in dealing with computer entries
in the year 2000 or thereafter, with any computers currently used
at any of its facilities. All of our computer systems are new and
have been Year 2000 compliant since their acquisition. We keep
current with all updates and revisions with all software we
currently use. It is anticipated that the software updates
reflect required revisions to accommodate transactions in the
Year 2000 and thereafter.

We have concluded, based on our review of our operations and
computer systems and those of our major suppliers and
distributors have not had any problems associated with the Year
2000 issue. However, we cannot guarantee that such problems will
not arise in the future.

                      Current Developments

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 will issue 4,500,000 shares of its  common
stock to Imojo, Inc., the sole shareholder of Lockwave, Inc.

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

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action  by
or against the Company has been threatened.

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

No such matters were submitted during the most recent quarter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

2    Merger Agreement between AMOL, the Company's subsidiary, and
Lockwave, Inc.

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 are  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

27   Financial Data Schedule

Reports on Form 8-K:

On  October  10, 2000, the Company filed a Form 8-K  to  announce
that the 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.

                           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/ Greg Corcoran
                              Greg Corcoran,
                              President/Secretary/Treasurer



                           Date: December 11, 2000