UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                              FORM 10-QSB
  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 DECEMBER 31, 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.)

47 Mall Drive, Suite 5, Commack, New York 11725
(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 were 20,045,000 shares of common stock issued and outstanding as
of December 31, 2000.

                    PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Unaudited financial statements for the quarter ended December
            31, 2000.
                       AudioMonster Online, Inc.
                     (A DEVELOPMENT-STAGE COMPANY)
                             BALANCE SHEET

<TABLE>
<S>                                              <C>           <C>
                                                 December 31,   March 31,
ASSETS                                           2000          2000
CURRENT ASSETS (Unaudited)
  Cash and cash equivalents                            $7,773       $323,650
  Receivables                                          29,594          5,024
  Loan receivable                                      40,067         29,794
  Investment in trading securities                          -         75,310
                                                  -----------      ---------
    Total current assets                               77,434        433,778

  Acquisition                                      13,156,250              -
  Property and equipment, at cost, net of
   accumulated depreciation of $1,032 and $-0-          6,698          5,359
                                                  -----------      ---------
    TOTAL ASSETS                                  $13,240,382       $439,137
                                                  ===========      =========
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses               $61,113         $9,997
  Payable for acquisition                           2,750,000              -
                                                  -----------      ---------
  Total current liabilities                         2,811,113          9,997

Long-term convertible notes                                 -        655,000
                                                  -----------      ---------
    Total liabilities                               2,811,113        664,997
                                                  -----------      ---------
Commitments and contingencies                               -              -

STOCKHOLDERS' EQUITY (DEFICIT)
  Common Stock - $.001 par value; 50,000,000
shares
   authorized, 20,045,000 and 2,000,000 shares
issued
   and outstanding                                     20,095          2,000

  Additional paid in capital                       14,602,108        (2,000)
  Deficit accumulated during the development
   stage                                          (4,188,035)      (225,148)

  Cumulative foreign currency translation
   adjustment                                         (4,849)          (712)
                                                  -----------      ---------
    Total stockholders' equity (deficit)           10,429,269      (225,860)
                                                  -----------      ---------
    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                             $13,240,382       $439,137
                                                  ===========      =========
</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>           <C>           <C>              <C>
                                                                                                August 30,
                                           Three months                 Nine Months               1999
                                              ended                        ended               (Inception)
                                           December 31,                December 31,            December 31,
                                         2000          1999          2000          1999           2000

Sales                                  $    1,977        $    -    $     4,653        $    -   $     4,653
Cost of Sales                                (40)             -          3,548             -         3,548
                                       ----------     ---------    -----------     ---------   -----------
Gross profit (loss)                         2,017             -          1,105             -         1,105
General and administrative expense        210,821             -      3,657,923             -     3,907,946
                                       ----------     ---------    -----------     ---------   -----------

Loss from operations before
other income(expense) and income        (208,804)             -    (3,656,818)             -   (3,906,841)
taxes

Interest income                               291             -         18,630             -        21,362
Interest expense                         (16,550)             -      (307,322)             -     (316,055)
Gain (loss) on trading securities               -             -       (26,075)             -         4,801
                                       ----------     ---------    -----------     ---------   -----------

Loss before income taxes                (225,063)             -    (3,971,585)             -   (4,196,733)
Income tax expense                              -             -              -             -             -
                                       ----------     ---------    -----------     ---------   -----------
Net loss                               $(225,063)       $     -   $(3,971,585)        $    -  $(4,196,733)
                                       ==========     =========   ============     =========  ============
NET LOSS PER COMMON SHARE
 Basic and diluted                     $   (0.01)       $     -     $   (0.27)        $    -  $    (0.31)
                                       ==========     =========   ============     =========  ===========
COMMON SHARES
 Basic and diluted                     19,206,956     2,000,000     14,677,618     2,000,000   13,409,539
                                       ==========     =========   ============     =========  ===========
</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>          <C>

                                             Nine Months          August 30,
                                                Ended                1999
                                             December 31,        (Inception)
                                                                 to December 31,
                                           2000          1999         2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                $(3,971,585)    $       - $(4,196,733)
Adjustments to reconcile net loss to
net cash used by operating activities:
Gain (loss) on securities                     26,075            -      (4,801)
Depreciation                                   1,018            -        1,018
Issuance of common stock for services      2,408,475            -    2,408,475
Non cash interest expense                    307,322            -      316,055
Changes in certain assets and
liabilities:
Increase in receivables                     (24,570)            -     (29,594)
Increase in loan receivable                 (10,273)            -     (40,067)
Increase in accounts payable
 and accrued expense                          59,849            -       61,113
                                        ------------   ---------- ------------
Net cash used by operating activities    (1,203,689)            -  (1,484,534)
                                        ------------   ---------- ------------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
Purchases of fixed assets                    (2,476)            -      (7,835)
Deposit for acquisition                    (250,000)            -    (250,000)
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                95,071            -       95,071
Proceeds from notes payable                1,000,000            -    1,655,000
                                        ------------   ---------- ------------
Net cash provided from financing           1,095,071            -    1,750,071
activities
                                        ------------   ---------- ------------
EFFECTS OF EXCHANGE RATE CHANGES ON        (  4,018)            -    (  4,730)
CASH
                                        ------------   ---------- ------------
NET (DECREASE) INCREASE IN
 CASH AND CASH EQUIVALENTS                 (315,877)            -        7,773

CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD                                   323,650            -            -
                                        ------------   ---------- ------------
CASH AND CASH EQUIVALENTS - END OF
PERIOD                                  $      7,773   $        - $      7,773
                                        ============   ========== ============
</TABLE>

Supplemental Cash Flow Information:
 During the nine-month and initial periods ended December 31, 2000  and
 1999, 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  7,  2000,  2,000,000 shares of  common  stock,  valued  at
 $2,062,400, 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.   This  acquisition  was
 abandoned and the amounts paid were charged to expense.

 Notes  payable in the amount of $1,655,000, plus accrued  interest  of
 $67,820, were converted into 1,600,000 shares of common stock.

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
                                     Common Stock        Additional      During      Currency
                                      ----------           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,                           25,000           25       346,050            -           -      346,075
 June 14, 2000
Issuance of shares for
services,                        2,000,000        2,000     2,060,400            -           -    2,062,400
 August 7, 2000
Shares sold under Reg. S           173,500          174        86,647            -           -       86,821
offering
Refund of over-subscription       (33,500)         (34)      (16,716)            -           -     (16,750)
Issuance of shares in            4,500,000        4,500     5,620,500            -           -    5,625,000
acquisition
Transfer of shares by
 shareholder for acquisition             -            -     4,531,250            -           -    4,531,250
Sale of shares, October 2000        50,000           50        24,950            -           -       25,000
Issuance of shares
 in conversion of notes          1,600,000        1,600     1,729,953            -           -    1,731,553
Foreign currency
 translation adjustment                  -            -             -            -     (4,137)      (4,137)
Net loss                                 -            -             -  (3,971,585)           -  (3,971,585)
                                ----------      -------   -----------  -----------    --------  -----------
Balance, December 31, 2000      20,095,000      $20,095   $14,610,756 $(4,196,733)    $(4,849)  $10,429,269
                                ==========      =======   =========== ============    ========  ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                      - 5 -
                    AudioMonster Online, Inc.
                  (A DEVELOPMENT-STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 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 December 31, 2000 and of Audiomonster
           from May 12, 2000 through December 31, 2000.

           On  September 25, 2000, the Company entered into  an
           agreement   to  acquire  all  of  the   issued   and
           outstanding  shares of Lockwave,  Inc.   The  shares
           were transferred on October 3, 2000.  At the date of
           acquisition,  Lockwave,  Inc.  had  no   assets   or
           liabilities and no operations (see Note 2).

           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.

                              - 6 -
                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

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

           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.

           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 December 31, 2000  and  the
           results  of  its operations and cash flows  for  the
           three  months  and  nine months ended  December  31,
           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 nine months ended  December  31,
           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 engaged in the business of  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   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.

                              - 7 -

                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

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

           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.

           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.

                              - 8 -

                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

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

           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.

           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.

                              - 9 -

                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000




NOTE 2 - CORPORATE REORGANIZATION AND MERGERS

        a)   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.

           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.

        b)   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.  The original acquisition agreement
           provided for the issuance of 4,500,000 shares of common stock, 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.
           A deposit of $250,000 was paid and the Company's common shares
           were issued and transferred on October 3, 2000.

                                 - 10 -

                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

NOTE 2 - CORPORATE REORGANIZATION AND MERGER (Continued)

          On   January  24,  2001,  the  purchase  agreement  was
          amended.  The amendment provided for the issuance of an
          additional  12,000,000 shares of  common  stock  and  a
          reduction in the remaining cash payment from $2,750,000
          to  $2,000,000.  In consideration for the reduction  in
          the  cash  payment,  the Company will  issue  3,000,000
          shares of common stock.

          As  a  result  of the issuance of the additional  share
          described  in  the  proceeding  paragraph  the   former
          shareholder  of  Lockwave will acquire control  of  the
          Company.  This acquisition will be recorded as  revenue
          acquisition   of   the  Company  by  Lockwave.   Future
          financial  statements  will  include  the  accounts  of
          Lockwave from inception and of the Company from January
          24, 2001.

NOTE 3 -PROPERTY AND EQUIPMENT

          Property and equipment is summarized as follows:

                                          December 31,  March 31,
                                              2000         2000
                                            -------       ------
          Computer Equipment & Software         $2,342      $2,415
          Furniture and Fixtures                 5,373       2,944
                                               -------     -------
                                                 7,715       5,359
          Less:  Accumulated                     1,017           -
          Depreciation
                                               -------     -------
                                                $6,698      $5,359
                                               =======     =======

          Depreciation  expense for the period  ended  March  31,
          2000  was  $-0- and for the nine months ended  December
          31, 2000 was $1,017.

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) 30% 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

                             - 11 -
                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

NOTE 4 - CONVERTIBLE NOTES (Continued)

          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.

          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  six
          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

          On  November  15,  2000, all of the notes  referred  to
          above,  aggregating  $1,655,000,  were  converted  into
          1,600,000  shares  of  common  stock.   The  conversion
          included accrued interest of $67,820.

                             - 12 -
                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

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.

          All licenses with contracted artists were terminated on
          September 27, 2000.

NOTE 6 -FOREIGN OPERATIONS

          Substantially all of the Company's operations  and  the
          majority   of   its  identifiable  assets   have   been
          transferred from Canada to the U.S.

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 gain                $
                                          30,876
                                       =========
                                               =

          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 nine month period ended December 31,  2000,
          the Company sold its trading securities, resulting in a
          realized loss for the period of $26,075.

         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.

                             - 13 -

                    AudioMonster Online, Inc.
                  (A Development Stage Company)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

NOTE 8 -RELATED PARTY TRANSACTIONS (Continued)

           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, 2000 and December 13, 2001, respectively.  The
           parties expect to extend the lease on the AudioMonster.com domain
           name.

           On  January 24, 2001 all agreements with Greg Corcoran
           President of the Company have been terminated and  all
           intellectual  property and other  assets  have  become
           property of the Company.

NOTE 9 - DEPOSIT ON ACQUISITION

           The   Company   had  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.

NOTE 10 -GOING CONCERN

           The  accompanying  consolidated  financial  statements
           have  been prepared assuming the Company will continue
           as  a  going  concern.  As of December 31,  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.

                             - 14 -


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 Dec  31,  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 and  implementation  of  the
Lockwave Business Model.

As  of  December  31,  2000 the Company had a  total  accumulated
deficit of $4,196,733.

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 Dec 31, 2000, net revenues were $1,977
and net loss was $225,063.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2000, the Company had a cash balance of $7,773
down  from a total of $59,744 of cash at September 30, 2000.  The
Company's  total accumulated deficit also rose from the September
30,  2000  balance  of $3,932,431 to a balance  of  4,196,733  at
December 31, 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.

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 resulted in an  additional
1,600,000 common shares being issued on November 15, 2000.

Subsequently,  on  January 24, 2001, the purchase  agreement  was
amended. The amendment provided for the issuance of an additional
12,000,000  shares  of  common  stock  and  a  reduction  in  the
remaining   cash  payment  from  $2,750,000  to  $2,000,000.   In
consideration for the reduction in the cash payment, the  Company
will issue 3,000,000 shares of common stock.

As a result of the issuance of the additional shares described in
the  proceeding paragraph the former shareholder of Lockwave will
acquire control of the Company. This acquisition will be recorded
as  revenue  acquisition  of  the  Company  by  Lockwave.  Future
financial  statements will include the accounts of Lockwave  from
inception and of the Company from January 24, 2001.



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  the  Lockwave  business  plan.  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.

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 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. The original acquisition agreement provided
for  the  issuance of 4,500,000 shares of common  stock,  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. A
deposit of $250,000 was paid and the Company's common shares were
issued and transferred on October 3, 2000.

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

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

Change in Officers and Directors

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.

Change in Corporate Offices

The corporate offices of the Company have been transferred to  47
Mall  Drive,  Suite  5,  Commack, New York  11725,  and  its  new
telephone number is (631) 864-1515.

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 will become  effective  when  an
amendment  to  the  Articles  of  Incorporation  of  the  Company
providing  for  the change (the "Amendment") is  filed  with  the
Secretary of State of the State of Nevada. The Company intends to
file  the Amendment on the first business day following the  20th
day  after  mailing of the Information Statement to the Company's
shareholders.

New Trading Symbol

As  soon as the Name Change is effective, the Company will  apply
for  a  new  trading symbol.  The Company proposes to change  its
symbol  from  AMMQ  to LOKW, LWAV, LKWV or such  other  available
trading  symbol issued by the National Association of  Securities
Dealers which the Board of Directors deems appropriate.

                   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

2.1  Merger Agreement between AMOL, the Company's subsidiary, and
     Lockwave, Inc. is attached to the Company's amended Form 10-QSB,
     filed on December 11, 2000. This exhibit is incorporated  by
     reference to that Form.

2.2  Amendment to the Agreement and Plan of Merger 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.

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. On December 11, 2000, the Company  filed  an
amended Form 8-K to include the financials.

                           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



                           Date:  February 20, 2001