UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                    LockwaveTechnologies,Inc.
     (Exact name of registrant as specified in its charter)


    Nevada                                  88-034832
(State of Incorporation)             (I.R.S. Employer ID No.)

1940 Deer Park Ave., #390, Deer Park NY                 11729
(Address of Principal Executive Offices)            (Zip Code)


               Consulting and Legal Services Plan
                    (Full title of the Plan)

 Resident Agents of Nevada Inc., 711 S. Carson Street #4, Carson
                         City, NV 89701
             (Name and address of agent for service)

                         (775) 882-4641
  (Telephone number, including area code, of agent for service)

                         With a copy to:

Chapman & Flanagan, Ltd., 777 N. Rainbow Blvd., Las Vegas, Nevada
                              89107
                         (702) 650-5660

Calculation of Registration Fee


 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common      2,000,000      $0.01       $20,000        $1.84
   Stock
(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  in
February 20, 2002.





                             PART I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting services performed on the Company's
behalf. This issuance of shares is being made pursuant to a
Consulting and Legal Services Plan (the "Plan") adopted by the
Board of Directors on June 5, 2000. The Board has equated this
number of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10 KSB for the year ended
March 31, 2001, the Company's Quarterly Report on Form 10-QSB for
the period ended June 30, 2001, September 30, 2001 and December
31, 2001, the Company's Current Report on Form 8-K as amended,
filed on April 9, 2001, and August 10, 2001  All documents filed
by the Company with the Commission pursuant to Section 13(a),
13(c) 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior
to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to
be part hereof from the date of filing of such Registration
Statement and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.  The Company
will provide without charge to each person to whom a copy of this
Registration Statement is delivered, on the written or oral
request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain
exhibits to such documents.  Requests for such copies shall be
directed to Shareholder Relations, Lockwave Technologies, Inc.,
1940 Deer Park Ave., #390, Deer Park, NY 11729, telephone (516)
977-3425.
Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Neither the Registrant's Attorneys or Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number Description

EXHIBITS              DESCRIPTION

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

4.2                    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.

5                     Opinion re:Legality

23.1                  Consent of Chapman & Flanagan, Ltd.
                      (included in Exhibit 5)

23.2                  Consent of Merdinger, Fruchter, Rosen, &
                      Corso, P.C.

Item 9. Undertaking.

The registrant makes the following undertakings

     a)1) To file, during any period in which offers or sales
       are being made, a post-effective amendment to this
       registration statement:

          i) to include any prospectus required by Section
             10(a)(3) of the Securities Act;

          ii)to reflect any facts or events which, individually
             or together, represent a fundamental change in the
             information in the registration statement;

          iii)    to include any material information with
             respect to the plan of distribution not previously
             disclosed in the registration statement or any
             material change to such information in the
             registration statement;

       2)That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

       3)To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     b)The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the
       Securities Act of 1933, each filing of the registrant's
       annual report pursuant to section 13(a) or section 15(d)
       of the Securities Exchange Act of 1934 (and, where
       applicable, each filing of an employee benefit plan's
       annual report pursuant to section 15(d) of the Securities
       Exchange Act of 1934) that is incorporated by reference
       in the registration statement shall be deemed to be a new
       registration statement relating to the securities offered
       therein, and the offering of such securities at that time
       shall be deemed to be the initial bona fide offering
       thereof.

     c)Insofar as indemnification for liabilities arising under
       the Securities Act of 1933 may be permitted to directors,
       officers and controlling persons of the registrant
       pursuant to the foregoing provisions, or otherwise, the
       registrant has been advised that in the opinion of the
       Securities and Exchange Commission, such indemnification
       is against public policy as expressed in the Act and is
       therefore, unenforceable. In the event that
       indemnification is permitted to directors, officers and
       controlling personas of the registrant pursuant to the
       foregoing provisions, or otherwise, the registrant has
       been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against
       public policy as expressed in the Act and is, therefore,
       unenforceable. In the event that a claim for
       indemnification against such liabilities (other than the
       payment by the registrant of the expenses incurred or
       paid by a director, officer or controlling person of the
       registrant in the successful defense of any action, suit
       or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities of
       such corporation it is the opinion of the SEC that any
       such indemnification is against public policy.

                           SIGNATURES

The  Registrant. Pursuant to the requirements of  the  Securities
Act  of  1933,  the registrant certifies that it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorize, in the City of Deer Park, State of  New
York, on February 14, 2002,

(Registrant) Lockwave Technologies, Inc.

By (Signature and Title) /s/ Paul Steo, President

Pursuant to the requirements of the Securities Act of 1933,  this
registration  statement has been signed by the following  persons
in the capacities and on the date indicated.

      Signature                  Title                 Date

/s/ Paul Steo          President, Secretary,     February 14,
Paul Steo              Treasurer and Director    2002





                            PART III

                        INDEX TO EXHIBITS



Exhibit Number Description

EXHIBITS               DESCRIPTION

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

4.2                    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.

5                      Opinion re:Legality

23.1                   Consent   of  Chapman  &  Flanagan,   Ltd.
                       (included in Exhibit 5)

23.2                   Consent  of Merdinger, Fruchter, Rosen,  &
                       Corso, P.C.
[{"type": "S-8", "sequence": "1", "filename": "lwtis8.txt", "secsgml_size_bytes": 13937}]
{"company-data": {"conformed-name": "LOCKWAVE TECHNOLOGIES INC", "cik": "0001003933", "assigned-sic": "7200", "irs-number": "880343832", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83090", "film-number": "02554507"}, "business-address": {"street1": "47 MALL DR.", "street2": "SUITE 5", "city": "COMMACK", "state": "NY", "zip": "11725", "phone": "(631) 864-1515"}, "mail-address": {"street1": "47 MALL DR", "street2": "SUITE 5", "city": "COMMACK", "state": "NY", "zip": "11725"}, "former-company": [{"former-conformed-name": "AUDIOMONSTER ONLINE INC", "date-changed": "20000523"}, {"former-conformed-name": "PROFESSIONAL MINING CONSULTANTS INC", "date-changed": "19951122"}]}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                    LockwaveTechnologies,Inc.
     (Exact name of registrant as specified in its charter)

    Nevada                                  88-034832
(State of Incorporation)             (I.R.S. Employer ID No.)

1940 Deer Park Ave., #390, Deer Park NY                 11729
(Address of Principal Executive Offices)            (Zip Code)

               Consulting and Legal Services Plan
                    (Full title of the Plan)

 Resident Agents of Nevada Inc., 711 S. Carson Street #4, Carson
                         City, NV 89701
             (Name and address of agent for service)

                         (775) 882-4641
  (Telephone number, including area code, of agent for service)

                         With a copy to:

Chapman & Flanagan, Ltd., 777 N. Rainbow Blvd., Las Vegas, Nevada
                              89107
                         (702) 650-5660

Calculation of Registration Fee

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common      2,000,000      $0.01       $20,000        $1.84
   Stock
(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  in
February 20, 2002.

                             PART I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting services performed on the Company's
behalf. This issuance of shares is being made pursuant to a
Consulting and Legal Services Plan (the "Plan") adopted by the
Board of Directors on June 5, 2000. The Board has equated this
number of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10 KSB for the year ended
March 31, 2001, the Company's Quarterly Report on Form 10-QSB for
the period ended June 30, 2001, September 30, 2001 and December
31, 2001, the Company's Current Report on Form 8-K as amended,
filed on April 9, 2001, and August 10, 2001  All documents filed
by the Company with the Commission pursuant to Section 13(a),
13(c) 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior
to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to
be part hereof from the date of filing of such Registration
Statement and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.  The Company
will provide without charge to each person to whom a copy of this
Registration Statement is delivered, on the written or oral
request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain
exhibits to such documents.  Requests for such copies shall be
directed to Shareholder Relations, Lockwave Technologies, Inc.,
1940 Deer Park Ave., #390, Deer Park, NY 11729, telephone (516)
977-3425.
Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Neither the Registrant's Attorneys or Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number Description

EXHIBITS              DESCRIPTION

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

4.2                    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.

5                     Opinion re:Legality

23.1                  Consent of Chapman & Flanagan, Ltd.
                      (included in Exhibit 5)

23.2                  Consent of Merdinger, Fruchter, Rosen, &
                      Corso, P.C.

Item 9. Undertaking.

The registrant makes the following undertakings

     a)1) To file, during any period in which offers or sales
       are being made, a post-effective amendment to this
       registration statement:

          i) to include any prospectus required by Section
             10(a)(3) of the Securities Act;

          ii)to reflect any facts or events which, individually
             or together, represent a fundamental change in the
             information in the registration statement;

          iii)    to include any material information with
             respect to the plan of distribution not previously
             disclosed in the registration statement or any
             material change to such information in the
             registration statement;

       2)That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

       3)To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     b)The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the
       Securities Act of 1933, each filing of the registrant's
       annual report pursuant to section 13(a) or section 15(d)
       of the Securities Exchange Act of 1934 (and, where
       applicable, each filing of an employee benefit plan's
       annual report pursuant to section 15(d) of the Securities
       Exchange Act of 1934) that is incorporated by reference
       in the registration statement shall be deemed to be a new
       registration statement relating to the securities offered
       therein, and the offering of such securities at that time
       shall be deemed to be the initial bona fide offering
       thereof.

     c)Insofar as indemnification for liabilities arising under
       the Securities Act of 1933 may be permitted to directors,
       officers and controlling persons of the registrant
       pursuant to the foregoing provisions, or otherwise, the
       registrant has been advised that in the opinion of the
       Securities and Exchange Commission, such indemnification
       is against public policy as expressed in the Act and is
       therefore, unenforceable. In the event that
       indemnification is permitted to directors, officers and
       controlling personas of the registrant pursuant to the
       foregoing provisions, or otherwise, the registrant has
       been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against
       public policy as expressed in the Act and is, therefore,
       unenforceable. In the event that a claim for
       indemnification against such liabilities (other than the
       payment by the registrant of the expenses incurred or
       paid by a director, officer or controlling person of the
       registrant in the successful defense of any action, suit
       or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities of
       such corporation it is the opinion of the SEC that any
       such indemnification is against public policy.

                           SIGNATURES

The  Registrant. Pursuant to the requirements of  the  Securities
Act  of  1933,  the registrant certifies that it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorize, in the City of Deer Park, State of  New
York, on February 14, 2002,

(Registrant) Lockwave Technologies, Inc.

By (Signature and Title) /s/ Paul Steo, President

Pursuant to the requirements of the Securities Act of 1933,  this
registration  statement has been signed by the following  persons
in the capacities and on the date indicated.

      Signature                  Title                 Date

/s/ Paul Steo          President, Secretary,     February 14,
Paul Steo              Treasurer and Director    2002

                            PART III

                        INDEX TO EXHIBITS

Exhibit Number Description

EXHIBITS               DESCRIPTION

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

4.2                    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.

5                      Opinion re:Legality

23.1                   Consent   of  Chapman  &  Flanagan,   Ltd.
                       (included in Exhibit 5)

23.2                   Consent  of Merdinger, Fruchter, Rosen,  &
                       Corso, P.C.