As filed with the Securities and Exchange Commission on March 3, 2000
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          LUMENON INNOVATIVE LIGHTWAVE
                                TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                                   98-0213257
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                   Identification No.)
                                9060 Ryan Avenue
                          Dorval, (QC), Canada H9P 2M8
   (Address, including zip code, of Registrant's principal executive offices)

                  Lumenon Innovative Lightwave Technology, Inc.
                           Stock Option Incentive Plan
                            (Full title of the Plan)


                    Vincent Belanger, Chief Financial Officer
                  Lumenon Innovative Lightwave Technology, Inc.
                                9060 Ryan Avenue
                          Dorval, (QC), Canada H9P 2M8
                                 (514) 631-0023
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                        Amount         Proposed maximum      Proposed maximum        Amount of
   Title of each class of               to be           offering price      aggregate offering     registration
Securities to be registered           registered         per share                price                fee
---------------------------           ----------         ---------                -----                ---

<S>                                  <C>                  <C>                  <C>                  <C>
Common Stock, par                    2,500,000(1)         $ 35.50(2)           $12,600,775          $3,326.61
value $.001 per share
</TABLE>

(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of common stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the Stock Option Incentive Plan (the "Plan").
(2)      Includes an aggregate of 2,407,500 shares with respect to which options
         were granted under the Plan at an average  exercise  price of $3.87 per
         share.  Pursuant to Rule  457(g) and (h),  the  offering  price for the
         additional  shares  that may be  issued  under  the Plan of  92,500  is
         estimated  solely for the purposes of determining the  registration fee
         and is based on the closing price of the Company's  common stock in the
         over-the-counter  market as reported by the National  Quotation  Bureau
         Pink Sheets on March 2, 2000 of $35.50.

<PAGE>

                                EXPLANATORY NOTES

                  Lumenon Innovative Lightwave Technology,  Inc. (the "Company")
has prepared this Registration  Statement in accordance with the requirements of
Form S-8 under the  Securities  Act of 1933,  to  register  shares of our common
stock that may be issued under the Plan.

                  This  Form S-8  includes  a  Reoffer  Prospectus  prepared  in
accordance with Part I of Form S-3 under the Securities Act of 1933. The Reoffer
Prospectus  may be used for  reofferings  and resales of shares of common  stock
acquired under the Plan by selling  stockholders who may be deemed  "affiliates"
(as such term is defined in Rule 405 under the Securities Act) of the Company.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The Company will provide documents  containing the information
specified in Part 1 of Form S-8 to  employees  as  specified  by Rule  428(b)(1)
under the Securities Act. Under the instructions to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.



                                       -2-

<PAGE>
                   SUBJECT TO COMPLETION, DATED March 3, 2000


PROSPECTUS

                                 750,000 SHARES

                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.


                  This  prospectus  relates to the reoffer and resale by certain
selling  stockholders  of shares of our  common  stock  that we may issue to the
selling stockholders upon the exercise of stock options we granted to them under
our Stock Option Incentive Plan. We previously  registered the offer and sale of
these  shares to the  selling  stockholders.  This  prospectus  also  relates to
certain  shares of our common  stock  subject  to  options  that we have not yet
granted.  If we grant these  options to persons who must use the  prospectus  to
reoffer and resell the shares  subject to such  options,  we will  distribute  a
prospectus  supplement.  The selling stockholders are reselling these shares and
we will not receive any of the proceeds from those resales.

                  The selling  stockholders  have  advised the Company that they
may  resell  the  shares  from time to time in one or more  transactions  in the
over-the-counter  market or on any stock exchange or other  automated  quotation
system on which the common stock may become listed,  in negotiated  transactions
or otherwise,  at market prices  prevailing at the time of the sale or at prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this prospectus.

                  THIS  INVESTMENT  INVOLVES  A HIGH  DEGREE OF RISK.  SEE "RISK
FACTORS" BEGINNING AT PAGE 6.

                  The Company's common stock is traded in the National Quotation
Bureau  Pink  Sheets  under the symbol  "LUMM." On March 2, 2000,  the last sale
price for the common stock, as reported by the National  Quotation  Bureau,  was
$35.50.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.




                  The date of this Prospectus is March 3, 2000.


                                       -3-

<PAGE>
                       WHERE CAN YOU FIND MORE INFORMATION

                  The Company is subject to the  informational  requirements  of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.




                                       -4-

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

WHERE YOU CAN FIND MORE INFORMATION..........................................4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................6

ABOUT THIS PROSPECTUS........................................................6

THE COMPANY       ...........................................................7

RISK FACTORS      ...........................................................7

USE OF PROCEEDS   ..........................................................13

SELLING STOCKHOLDERS........................................................13

PLAN OF DISTRIBUTION........................................................15

LEGAL MATTERS     ..........................................................16

EXPERTS           ..........................................................16

ADDITIONAL INFORMATION......................................................16



                                       -5-

<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  SEC  allows  us  to   "incorporate   by  reference"   the
information  we file with  them,  which  means  that we can  disclose  important
information  to you by referring  you to those  documents.  The  information  we
incorporate  by  reference is  considered  to be a part of this  prospectus  and
information  that we file  later  with the SEC  will  automatically  update  and
replace this information. We incorporate by reference our Registration Statement
on Form 10,  as  amended,  and any  future  filings  we make  with the SEC under
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended.

                  You  may  request  a copy  of  these  filings,  excluding  the
exhibits to such filings that we have not specifically incorporated by reference
in such  filings,  at no cost,  by writing or  telephoning  us at the  following
address:

                     Lumenon Innovative Lightwave Technology, Inc.
                     4975 Levy Street
                     St. Laurent, (QC), Canada H4R 2N9
                     Attention:  Chief Financial Officer
                     (514) 331-2261


                            ------------------------



                              ABOUT THIS PROSPECTUS

                  This  prospectus is part of a registration  statement we filed
with the SEC. You should rely only on the  information  provided or incorporated
by  reference  in  this  prospectus  or any  related  supplement.  We  have  not
authorized  anyone else to provide you with  different  information.  No dealer,
salesman or other person has been  authorized to give any information or to make
any representations  other than those contained in this Prospectus in connection
with  the  offer  made  hereby,  and,  if given or  made,  such  information  or
representations  must not be relied upon as having been  authorized by us or any
selling stockholder.  This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the securities  offered hereby to any person in
any state or other jurisdiction in which such offer or solicitation is unlawful.
The  selling  stockholders  will not make an offer of these  shares in any state
where the offer is not  permitted.  The delivery of this  Prospectus at any time
does not imply  that  information  contained  herein is  correct  as of any time
subsequent  to its date.  You  should not assume  that the  information  in this
prospectus  or any  supplement is accurate as of any other date than the date on
the front of those documents.





                                       -6-

<PAGE>
                                   THE COMPANY

                  The  Company is a  development  stage  company  that  designs,
develops,  and has begun the  manufacture  in limited  quantities  of components
related to the Dense Wavelength Division  Multiplexing ("DWDM") market and other
optical  (photonic)   segments  of  the  global   telecommunications   and  data
communications optical networking markets. DWDM is a technology that permits the
transmission of multiple sources of information and data  simultaneously  over a
single  optical  fiber.  Companies like AT&T and MCI WorldCom are creating fiber
optic  networks to transmit  large  quantities of data and  information  at high
speeds to accommodate the demand for applications such as the Internet,  e-mail,
and  electronic  commerce.  These  companies  desire to increase the capacity of
their networks to carry and deliver more  information at high speeds without the
additional  costs of having to install new fiber optic cable. The Company's DWDM
components,  integrated  optics  devices  in the form of  compact  hybrid  glass
circuits on silicon  chips,  allow  providers  such as AT&T to greatly  increase
their  information  carrying  capacity on existing fiber at significantly  lower
cost than conventional DWDM components.

                  The Company's  principal executive offices are located at 9060
Ryan Avenue,  Dorval,  (QC),  Canada H9P 2M8. The Company's  telephone number at
such location is (514) 631-0023.

                  The shares  offered  hereby will be  purchased  by the selling
stockholders  upon exercise of options  granted to them under the Plans and will
be sold for the accounts of the selling stockholders.


                                  RISK FACTORS

The  purchase of our common  stock  involves a high  degree of risk;  you should
regard it as speculative  and you should  consider it only if you can reasonably
afford a loss of your  entire  investment.  You should  carefully  consider,  in
addition to the other  information  contained in this prospectus,  the following
risk factors  relating to the Company and its business before deciding to invest
in our common stock.

We are a development stage company.

The Company was founded in 1998.  We are a  development  stage  company  and, to
date, do not have revenues  from sales of our  products.  Our operating  history
provides no basis for evaluating the Company and our prospects.  We must,  among
other  things,   successfully  develop  and  commercialize  our  products,  meet
competition,  attract,  retain  and  motivate  qualified  employees,  expand our
operations  and market and sell products  using our technology in volume to have
significant revenues and to be profitable.

Our future  will depend on our  ability to develop  and  commercialize  products
based upon our licensed  proprietary  technologies.  Our first product, the DWDM
optical chip, has only recently entered  production in limited quantities and we
expect to make only limited shipments of the chips in 2000. Even if our products
appear promising when introduced,  potential customers may not accept them, they
may be  difficult to produce in large  volumes at an  acceptable  cost,  fail to
perform  as  expected,  cost  too  much  or be  barred  from  production  by the
proprietary rights of others.

We project future losses.

We expect to spend  considerable  sums to develop  and market new  products.  We
expect our  operating  expenses to increase  as we develop  our  technology  and
products,  increase our sales and marketing activities,  and expand our assembly
operations.  We will not have  revenues  from  product  sales  before the second
quarter of 2000.  We expect to have losses for the balance of 2000.  How much we
will lose and when,  if ever,  we will have profits is highly  uncertain.  If we
become profitable, we do not know how much we will earn and our profits may vary
significantly from quarter to quarter.



                                       -7-

<PAGE>
The market for our products requires us to adapt to rapid  technological  change
and to continue new product development.

We must become a key  supplier of  components  to the  photonics  industry to be
successful.  Our target markets are highly competitive and are marked by rapidly
changing technology and industry standards and declining average selling prices.
We must:

              o   anticipate  what our clients and their end-users will need and
                  demand  in the  manufacture  of  products  - both for  general
                  industry use and specific custom-made usage,
              o   incorporate those anticipated  features and functions into our
                  products,
              o   meet specific and exacting design requirements,
              o   price  our  products  competitively,  and
              o   introduce  our  products  at the  right  time to  meet  market
                  demand.

The success of new products depends on these factors:

              o   proper  product   definition;
              o   timely completion and introduction of designs,
              o   the ability of our customers to  incorporate  our product into
                  theirs,
              o   the quality and performance of our products,
              o   the   differentiation  of  our  products  from  those  of  our
                  competitors, and
              o   acceptance of our products and those of our customers.

Our products are  generally  incorporated  into our  customers'  products at the
design stage. Even if our products are accepted by our customers, their products
may not be commercially successful.

The  market for our  products  is  characterized  by short  product  lifecycles,
declining average selling prices and fluctuating industry conditions.

Our target  markets  are  subject to  continuous,  rapid  technological  change,
including changing industry  standards,  frequent  introduction of new products,
anticipated  and  unanticipated  decreases in average  selling prices and fierce
price  competition.  This  means that the life cycle of a product we make may be
short,  we must  introduce  new  products on a timely  basis and we must spend a
great deal to develop new products. Other competing technologies may force us to
sell  our  products  at lower  prices  than we  expect.  Thus,  we will  need to
introduce  new  products  to compete  effectively  and to  maintain  our selling
prices.  This may require greater development time and expense than we presently
anticipate.  We could experience delays in introducing new products because they
are complex.

Our products have certain risks  in their manufacture and assembly.

The assembly of our chips is a sophisticated process, requiring a clean room and
precision  assembly  equipment.  Very small amounts of contaminants in assembly,
defects in components, difficulties in the assembly process or other factors can
cause a significant  number of chips to be nonfunctional or to have unacceptable
defects.  Many of these  problems are difficult to find and require much time or
expense to fix.

We have never assembled  large amounts of products.  We may find it difficult to
do this.

Using our own plant could involve significant risks,  including lack of adequate
capacity,  technical difficulties and events limiting production,  such as fires
or other damage. Furthermore, if demand for our products increases, we will have
to  build  another  facility  and rely on  contractors  to  manufacture  for us.
Building  another  facility  will cost a great deal and will  involve  the risks
found  in  all  manufacturing,   including  poor  production  yields,  technical
difficulties and events limiting production.


                                       -8-

<PAGE>
We are dependent on equipment suppliers and contract manufacturers.

We  rely  on  outside  suppliers  for  certain  equipment  to  be  used  in  our
manufacturing process. We do not maintain long-term agreements with any of them.
If important manufacturing equipment were to malfunction,  we would at a minimum
experience  delays in the shipment of our products and could be required to find
another  manufacturer.  Delays in shipment could result in the loss of customers
and reductions in our revenues.

We may rely on third party manufacturers for certain components of our products.
Risks  associated with our potential  dependence upon third party  manufacturing
relationships include:

              o   reduced control over delivery schedules,
              o   lack of quality assurance,
              o   poor manufacturing yields and high costs,
              o   potential lack of adequate  capacity  during periods of excess
                  demand, and
              o   potential misappropriation of our intellectual property.

We  don't  know  if we will be able to  enter  into  third  party  manufacturing
contracts  on  favorable  terms,  if at all, or that our current or future third
party  manufacturers  will  meet  our  requirements  for  quality,  quantity  or
timeliness.

We are dependent on our relationship  with Molex to increase sales;  there are a
small number of customers for our products.

Our  initial  marketing   strategy  is  dependent  upon  the  efforts  of  Molex
Incorporated  ("Molex"),  our  strategic  partner  in the joint  development  of
certain  products.  Our contractual  relationship  with Molex gives us access to
Molex's global distribution network and requires us to reserve our first year of
jointly  developed  products,  up to a maximum of 400 units per month, to Molex.
After  the  first  year,  Molex  will have the  option  to  purchase  all of our
production  of the  jointly  developed  products  at fair  market  value for the
succeeding three year period.

For the foreseeable  future,  we intend to market our products to only a limited
number of leading original equipment  manufacturer  ("OEM")  customers.  We will
rely on our OEM customers to develop their own systems,  creating demand for our
products. OEM customers,  including Molex, may be expected to exert considerable
leverage in  negotiating  purchases from us. We expect sales to OEM customers to
be made at a smaller profit and on other less favorable terms, such as marketing
exclusivity,  milestone requirements and burdensome cancellation provisions. The
telecommunications   equipment  industry,  a  principal  industry  customer,  is
dominated by a small number of large  companies.  If any of them were to combine
their  operations,   there  would  be  even  fewer  telecommunications  industry
customers.

The  market for our  products  is very  competitive;  our  competition  may more
effectively develop and market their products.

The  photonics  industry is highly  competitive  and is marked by lower  selling
prices and profits,  rapid  technological  change and product  obsolescence.  We
expect such conditions to continue.

Our  competitors  include  large  companies  that  have  substantially   greater
financial,  technical,  marketing,  distribution  and other  resources,  broader
product lines,  greater name recognition and longer standing  relationships with
customers  than  we  do.  Our   competitors   include  both  companies   already
manufacturing  large volumes of products based on established  technologies,  as
well  as  companies   selling  emerging   technological   solutions.   Potential
competitors  also  include our own  customers,  which may decide to  manufacture
products  competitive with ours, rather than purchasing our products.  Potential
competitors may develop technology and products comparable or superior to ours.


                                       -9-

<PAGE>
We don't know if we can effectively manage the growth of our business.

Our success will depend on the  expansion of our  operations  and the  effective
management of growth,  which will place a significant  strain on our management,
operations and financial resources. In particular, once we begin volume assembly
of our products,  our operations are  anticipated  to expand  substantially.  To
achieve our plan, we must hire and train additional engineering,  manufacturing,
marketing,  sales,  administrative and management personnel,  and buy additional
equipment, facilities,  information technology and other infrastructure. We must
also continue to develop our  management,  operational  and  financial  systems,
procedures  and  controls.  Because  we have  had  little  experience  with  the
assembly,  marketing or sale of our products in large quantities,  we don't know
if we will be able to expand our business  rapidly  enough or adequately  manage
this growth. If we don't accurately predict demand for our products, we may have
too much or too little production  capacity.  If we overestimate  demand, we may
incur fixed production expenses that are excessive.

We are  dependent  on key  personnel;  we need to attract and retain  additional
qualified personnel.

Our success will depend to a significant  degree upon the continued  services of
key  management,  technical,  and  scientific  personnel,  including Dr. S. Iraj
Najafi, our Company's  President and Chief Executive Officer,  Dr. Mark Andrews,
our Chief Technical  Officer,  and Dr. Chia-Yen Li, our Chief Operating Officer.
We do not currently maintain key-man life insurance on any of our personnel.

Our success  will also  depend on our  ability to attract and retain  additional
management and other highly skilled personnel. Currently, we are seeking to hire
skilled  engineers  for our assembly  process.  Our  competitors  for  qualified
personnel  are  often  long-established,  highly  profitable  companies  and the
process of hiring qualified personnel is often lengthy. Our management and other
employees may voluntarily leave the Company at any time.

We have limited working capital;  we may be unable to obtain funding to meet our
future capital needs.

We will require  substantial  additional  funding over the next several years to
develop  our  technology,  commercialize  our  products  and to expand  assembly
capacity.  In  particular,  we  will  require  approximately  US$20  million  to
construct and equip a high volume  assembly  facility and to upgrade our current
facility. Our capital needs will depend on a number of factors, including:

             o    how many new products we develop,
             o    how fast we develop and  commercialize  our  technologies  and
                  products and expand our assembly operations,
             o    the response of competitors,
             o    the level of acceptance of our products,
             o    competing technological developments, and
             o    changes in market demand.

 In addition,  if we develop or  commercialize  our technology and products more
slowly than we expect,  we may need  substantially  more funding,  and we may be
required to spend our cash faster than we currently plan.

We expect to raise  additional  working  capital  primarily  from the  following
sources:

             o    sales of equity or debt securities,
             o    equipment leasing and other secured debt financing, and
             o    manufacturing and other strategic partners.

If we borrow funds, we may become subject to restrictive financial covenants and
our interest  obligations  will  increase.  If we issue more stock,  our present
stockholders may experience substantial dilution.

                                      -10-

<PAGE>
We do not know whether  additional funding will be available on favorable terms,
or at all.  If it is not,  we may have to delay  or  abandon  some or all of our
anticipated  expenditures,  to curtail  our  operations  significantly,  to sell
assets, or to license to third parties potentially valuable technologies that we
currently plan to commercialize ourselves.

We lack sales and marketing  experience and may not be able to retain  qualified
salespeople.

We have no experience in marketing,  selling and distributing our products.  Our
future  profitability  will depend on our ability to develop an effective  sales
force. Competition for employees with sales and marketing experience is intense.
We do not know if we will be able to attract and retain qualified salespeople or
if we can build an effective sales and marketing organization.

We are subject to additional risks related to international sales and operations

We expect that international sales will account for a significant portion of our
total  revenues.  International  sales and operations are subject to a number of
risks, including:

             o    the imposition of government controls,
             o    export license requirements,
             o    restrictions on the export of critical technology,
             o    political and economic instability or conflicts,
             o    trade restrictions, changes in tariffs and taxes,
             o    challenges to patents and other intellectual property rights,
             o    difficulties   in   staffing   and   managing    international
                  operations,
             o    problems   in    establishing    or    managing    distributor
                  relationships, and
             o    general economic conditions.

In addition,  as we expand our international  operations,  we may be required to
invoice  our sales in local  currencies,  the value of which  may  fluctuate  in
relation to the Canadian and U.S. dollars.

We lack patent protection of our products.

The patent positions of technology companies,  including ours, are uncertain and
involve complex legal and factual questions.  In addition,  the coverage claimed
in a patent  application  can be  significantly  reduced  before  the  patent is
issued.  We do not know if our patent  applications will result in patents being
issued  or that  any  patents  issued  to us  will  provide  protection  against
competing  technologies  or  will  be  held  valid  if  challenged.  Others  may
independently  develop  products  similar to ours or design  around or otherwise
avoid patents issued to us.

Others may assert claims against us that will result in litigation.  Litigation,
regardless of its outcome,  would result in significant cost to the Company,  as
well as  diversion  of  management  time.  If we were to  infringe  upon a valid
patent,  we might have to change our products or obtain licenses from the patent
owners.  We don't know if such licenses would be available on terms favorable to
us or that we would be  successful  in any  attempt  to change our  products  or
processes to avoid infringement. In addition, we could be liable for significant
monetary damages.

We also rely on trade secret and  copyright  law,  and employee and  third-party
nondisclosure  agreements to protect our intellectual  property rights. We can't
be sure whether  agreements and measures will provide  meaningful  protection of
our trade secrets, copyrights, know-how, or other proprietary information in the
event of  infringement by others or that others will not  independently  develop
similar technologies.

The laws of certain foreign  countries do not protect our intellectual  property
rights to the same extent as do the laws of the United States.  Our intellectual
property may be at additional risk in such markets.



                                      -11-

<PAGE>
We must comply with environmental regulations, which could be costly.

Our operations and assembly processes are subject to certain federal, provincial
and local  environmental  protection laws and  regulations.  These relate to our
use, handling,  storage,  discharge and disposal of certain hazardous  materials
and wastes,  the  pre-treatment  and  discharge of process  waste waters and the
control of process air pollutants.  We have put into place  procedures to comply
with  these  laws and  regulations.  We also  have  safety  programs,  including
training of personnel on safe  storage and handling of hazardous  materials  and
wastes.  We believe  that we are in  compliance  in all material  respects  with
applicable  environmental  regulations.   Environmental  laws  and  regulations,
however,  may become more  stringent over time. If we fail to comply with either
present or future  regulations,  we may have  significant  expenses,  and may be
subject to fines and production halts.

Insiders  control  the  Company,  which may prevent a change of control or other
corporate transactions.

As of the date hereof,  our management,  Molex,  Polyvalor and McGill University
collectively  own  approximately  60.35% of our outstanding  common stock.  They
determine  the  composition  of the  Board  of  Directors  and  will  be able to
determine the outcome of corporate actions requiring stockholder approval.  This
ability may have the effect of delaying or  preventing  a change in control that
may be favorable to other  stockholders  or causing a change of control that may
not be favored by other stockholders.

Under  agreements  with  it,  Molex  will  acquire  the  non-exclusive  right to
manufacture  and sell certain  jointly  developed  optical chip  products in the
event of a change in the control of the Company.  Molex also has rights of first
refusal  with  respect  to any  sale of  stock by  certain  stockholders  of the
Company.  Such rights of Molex may have the effect of delaying or  preventing  a
change in control of the Company  that may be favorable  to  stockholders  other
than Molex.

Certain  provisions  of our  corporate  documents  and state law may  prevent or
hinder a change of control.

Certain  provisions  of our  Certificate  of  Incorporation  and  By-Laws and of
Delaware  law could make it more  difficult  for another  party to acquire us or
discourage  another  party from  attempting  to acquire  us.  For  example,  our
Certificate of Incorporation and By-Laws permit us to issue preferred stock with
rights  senior to the common stock in respect of voting and dividend  rights and
rights upon liquidation without any further vote or action by stockholders,  and
provide for a classified  Board of Directors.  Although we have no present plans
to issue preferred  stock, the issuance of preferred stock could have the effect
of delaying,  deterring or preventing a change of control and could make it more
difficult  for holders of our common  stock to take certain  corporate  actions,
including  the  replacement  of  incumbent  directors.  Additionally,  any  such
preferred  stock may have  preference over and harm the rights of the holders of
common stock.

We have a significant  number of outstanding  warrants and options,  which could
adversely  affect  the  price  of our  common  stock  and  our  ability  to sell
additional common stock.

As of  March  2,  2000,  we have  outstanding  options  to  purchase  a total of
2,407,500 shares of common stock at a weighted average exercise price of US$3.87
per share and outstanding  warrants to purchase an aggregate of 3,467,211 shares
of our common stock at a weighted  average  exercise price of US$1.98 per share.
The exercise of  outstanding  options and warrants  will dilute the then current
stockholders'  ownership of common  stock.  Sales in the public market of common
stock  acquired  upon such  exercise of options and warrants  could  depress the
price of our common  stock.  The holders of options and warrants can be expected
to exercise  them at a time when we would be able to sell common  stock on terms
more  favorable  than those  provided  by such  options and  warrants.  This may
adversely affect our ability to sell common stock.



                                      -12-

<PAGE>
We will not pay dividends.

We have  never paid any  dividends  on our common  stock.  We do not  anticipate
paying such dividends in the foreseeable future. We will use any future earnings
to finance our growth.

The market price of our common stock may increase or decrease significantly.

The  market  price  of  our  common  stock  has  both  increased  and  decreased
significantly in the past several months.  Such market price could be subject to
significant future changes in response to various factors and events including:

              o   the depth and  liquidity of the trading  market for the common
                  stock,
              o   quarter-to-quarter variations in our operating results,
              o   the correlation of operating  results with the expectations of
                  stockholders and the investment community,
              o   the introduction of our products, and
              o   conditions in our industry.

In addition, from time to time, the public markets, and in particular the shares
of  high  technology   companies,   have  experienced  broad  price  and  volume
fluctuations  that often have been  unrelated to the  operating  performance  of
issuers.

We can give no assurances that our forward looking statements will be correct

Certain forward-looking statements,  including statements regarding our expected
financial  position,   business  and  financing  plans  are  contained  in  this
prospectus  or are  incorporated  in  documents  annexed  as  exhibits  to  this
prospectus.  These forward-looking  statements reflect our views with respect to
future events and financial performance. The words, "believe," "expect," "plans"
and "anticipate" and similar expressions  identify  forward-looking  statements.
Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable,  we can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from such  expectations are disclosed in this prospectus.  All
subsequent written and oral  forward-looking  statements  attributable to us are
expressly qualified in their entirety by the cautionary  statements.  We caution
readers not to place undue reliance on these forward-looking  statements,  which
speak only as of their dates.  We undertake no obligations to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.


                                 USE OF PROCEEDS

                  This  prospectus  relates to the reoffer and resale by certain
selling  stockholders  identified in this prospectus of common stock that may be
issued by us to them upon the exercise of options granted under our Stock Option
Incentive  Plan.  All net proceeds  from the sale of the common stock will go to
the stockholders who offer and sell their shares.  We will not received any part
of the proceeds from such sales. We will, however, receive the exercise price of
options when exercised by their  holders.  Any such proceeds will be contributed
to working capital and will be used for general corporate purposes.


                              SELLING STOCKHOLDERS

                  This  prospectus  relates to the  reoffer and resale of shares
issued or that may be issued to the selling  stockholders under the Stock Option
Incentive Plan.


                                      -13-

<PAGE>
                  The  following  table  sets  forth (i) the number of shares of
common stock  beneficially  owned by each selling  stockholder at March 2, 2000,
(ii) the  number  of shares of common  stock to be  offered  for  resale by each
selling stockholder (i.e., the total number of shares underlying options held by
each selling  stockholder  irrespective  of whether  such options are  presently
exercisable  or  exercisable  within  sixty days of March 2, 2000) and (iii) the
number and percentage of  outstanding  shares of common stock to be held by each
selling stockholder after completion of the offering.

<TABLE>
<CAPTION>

                                                                                 Number of shares of
                                                                                   Common Stock/
                                        Number of shares of     Number of       Percentage of Class to
                                         Common Stock Owned   Shares to be        be Owned After
                                            at March 2,        Offered for       Completion of the
           Name                              2000(1)            Resale(2)           Offering(1)
-------------------------------------- ----------------------------------------------------------------
<S>                                         <C>                  <C>               <C>        <C>
S. Iraj Najafi(3).....................      5,237,500            200,000           5,237,500/ 21.3%
Mark P. Andrews(4)....................      4,887,500            200,000           4,887,500/19.9 %
Vincent Belanger(5)...................          1,000            300,000              1,000/ *
Tony Moretti(6).......................         50,000             50,000              50,000/*
</TABLE>
--------------------
* Less than one percent

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be  acquired  by such  person  within 60 days after the date hereof
         upon the exercise of options, warrants or convertible securities.  Each
         beneficial owner's percentage  ownership is determined by assuming that
         options,  warrants  or  convertible  securities  that  are held by such
         person (but not those held by any other  person) and that are currently
         exercisable  (i.e.,  that are exercisable  within 60 days from the date
         hereof)  have been  exercised.  Unless  otherwise  noted,  the  Company
         believes  that all  persons  named in the table  have sole  voting  and
         investment power with respect to all shares beneficially owned by them.

(2)      Consists  of shares of  common  stock  issuable  upon the  exercise  of
         options both currently and not currently exercisable.

(3)      Dr. Najafi has been  Director,  President and Chief  Executive  Officer
         since he joined the Company in July 1998.

(4)      Dr. Andrews has been Director, Vice President,  Chief Technical Officer
         and Secretary since he joined the Company in July 1998.

(5)      Mr.  Belanger has been Chief  Financial  Officer and Treasurer since he
         joined the Company in June 1999.

(6)      Anthony L. Moretti is the  representative of Molex  Incorporated on the
         Company's  Board of Directors  and has been since  December  1999.  Mr.
         Moretti has been employed in various  executive  capacities  with Molex
         Fiber Optics Inc., a subsidiary of Molex  Incorporated  since 1997. The
         shares  reflected  do not  include  4,666,667  shares of  common  stock
         beneficially  owned  by  Molex  Incorporated.   Mr.  Moretti  disclaims
         beneficial   ownership   of  the   4,666,667   shares   held  by  Molex
         Incorporated.

         We cannot assure you that the selling  stockholders will exercise their
options to purchase our common stock.

         The shares covered by this  prospectus may be sold from time to time so
long as this prospectus remains in effect;  provided,  however, that the selling
stockholders are first required to contact our Corporate Secretary to confirm


                                      -14-

<PAGE>
that this  prospectus  is in effect.  We intend to  distribute  to each  selling
stockholder a letter describing the procedures that the selling  stockholder may
follow  in order to use  this  prospectus  to sell the  shares  and  under  what
conditions the prospectus  may not be used. The selling  stockholders  expect to
sell the shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.


                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have  employed  an  underwriter  for the sale of the shares by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this prospectus.  The selling stockholders will bear all expenses
associated with the sale of the shares.

         The selling  stockholders  may offer their  shares  directly or through
pledgees,  donees, transferees or other successors in interest in one or more of
the following transactions:

         o      On any stock exchange on automated quotation system on which the
                shares of common stock may be listed at the time of sale
         o      In negotiated transactions
         o      In the over-the-counter market
         o      In a combination of any of the above transactions

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o      Fixed prices, which may be changed
         o      Market prices prevailing at the time of sale
         o      Prices related to such prevailing market prices
         o      At negotiated prices

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling   stockholders   and/or   the   purchasers   of  shares  for  whom  such
broker-dealers  may act as agents or to whom  they sell as  principals,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such  sales  may be at  prevailing  market  prices,  price  related  to such
prevailing  market  prices  or  at  negotiated  prices  to  its  customers  or a
combination of such methods.  The selling  stockholders  and any  broker-dealers
that act in connection with the sale of the shares  hereunder might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act; any
commissions received by them and any profit on the resale of shares as principal
might  be  deemed  to  be  underwriting  discounts  and  commissions  under  the
Securities Act. Any such commissions,  as well as other expenses incurred by the
selling  stockholders and applicable  transfer taxes, are payable by the selling
stockholders. The selling stockholders reserve the right to accept, and together
with any  agent of the  selling  stockholder,  to reject in whole or in part any
proposed  purchase of the shares.  The selling  stockholders  will pay any sales
commissions or other seller's compensation applicable to such transactions.

         We have not  registered  or qualified  offers and sales of shares under
the laws of any country,  other than the United  States.  To comply with certain
states' securities laws, if applicable,  the selling stockholders will offer and
sell their  shares in such  jurisdictions  only through  registered  or licensed
brokers or dealers. In addition,  in certain states the selling stockholders may
not offer or sell shares unless we have  registered or qualified such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.


                                      -15-

<PAGE>
         The selling  stockholders  have  represented to us that any purchase or
sale of shares by them will  comply  with  Regulation  M  promulgated  under the
Securities  Exchange  Act of 1934,  as  amended.  In  general,  Rule  102  under
Regulation M prohibits any person  connected with a  distribution  of our common
stock (a "Distribution")  from directly or indirectly bidding for, or purchasing
for any account in which he or she has a beneficial interest,  any of our common
stock or any right to purchase  our common  stock,  for a period of one business
day before and after completion of his or her  participation in the distribution
(we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  stockholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling stockholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder or otherwise.


                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the shares
offered  hereby have been passed upon for the Company by Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, New York, New York.


                                     EXPERTS

         The consolidated  financial  statements of Lumenon Innovative Lightwave
Technology,  Inc. (a Development Stage  Enterprise)  six-month period ended June
30, 1999 and periods from inception  (March 2, 1998) to December 31, 1998 and to
June 30, 1999, have been  incorporated in reliance upon the report of KPMG, LLP,
independent chartered public accountants, and upon the authority of said firm as
experts in accounting and auditing.


                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.


                                      -16-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  following   document   filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  is  incorporated  herein by reference and made a
part hereof:

         The description of the Company's  securities contained in the Company's
Registration Statement on Form 10, as amended.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Officers and Directors

         As permitted by the Delaware General Corporation Law (the "DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  to the  Company  for  monetary  damages  for breach of
fiduciary  duty of care as a director.  Liability is not  eliminated for (i) any
breach of the  director's  duty of loyalty to the  Company or its  stockholders,
(ii) acts or omissions not in good faith or that involve intentional  misconduct
or a knowing  violation  of law,  (iii)  unlawful  payment of dividends or stock
purchases  or  redemptions  pursuant  to  Section  174 of the DGCL,  or (iv) any
transaction from which the director derived an improper personal benefit.

         The Company's Certificate of Incorporation and By-Laws provide that the
Company shall  indemnify any person who was or is a party or is threatened to be
made a party to any threatened,  pending or completed action, suit or proceeding
by reason  of the fact that he is or was a  director,  officer,  employee  or an
agent of the  Company or is or was  serving at the  request of the  Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  against all expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with the defense or  settlement  of such action,
suit or  proceeding,  to the  fullest  extent and in the manner set forth in and
permitted by the DGCL, as from time to time in effect,  and any other applicable
law,  as from time to time in effect.  Such right of  indemnification  is not be
deemed exclusive of any other rights to which such director,  officer,  employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators of each such person.

         The  Company  proposes  to enter  into  indemnity  agreements  with its
directors and executive officers. The indemnity agreements will provide that the
Company shall  indemnify such directors and executive  officers from and against
any and all  liabilities,  costs and  expenses,  amounts  of  judgments,  fines,
penalties  and  amounts  paid in  settlement  of or  incurred  in defense of any
settlement  in  connection  with any  threatened,  pending or  completed  claim,
action,  suit or  proceeding  in which such  persons  are a party  (other than a
proceeding  or action by or in the right of the Company to procure a judgment in
its favor),  or which may be asserted  against  them by reason of their being or
having


                                      II-1

<PAGE>
been an  officer  or  director  of the  Company  (the  "Losses"),  unless  it is
determined that such directors and executive  officers did not act in good faith
and for a purpose  which they  reasonably  believed  to be in, or in the case of
service to an entity related to the Company,  not opposed to, the best interests
of the Company and, in the case of a criminal  proceeding  or action,  that they
had reasonable  cause to believe that their conduct was unlawful.  The indemnity
agreements will also provide that the Company shall indemnify such directors and
executive  officers  from and  against any and all Losses that they may incur if
they are a party to or threatened to be made a party to any proceeding or action
by or in the right of the Company to procure a judgment in its favor,  unless it
is  determined  that they did not act in good faith and for a purpose  that they
reasonably believed to be in, or, in the case of service to an entity related to
the Company,  not opposed to, the best interests of the Company,  except that no
indemnification  for Losses shall be made in respect of (i) any claim,  issue or
matter as to which they shall have been  adjudged to be liable to the Company or
(ii)  any  threatened  or  pending  action  to  which  they  are a party  or are
threatened  to be made a party that is settled or otherwise  disposed of, unless
and only to the extent  that any court in which such  action or  proceeding  was
brought  determines upon application  that, in view of all the  circumstances of
the  matter,  they are fairly and  reasonably  entitled  to  indemnity  for such
expenses  as such  court  shall deem  proper.  Such  indemnification  will be in
addition to any other rights to which such officers or directors may be entitled
under any law, charter  provision,  by-law,  agreement,  vote of stockholders or
otherwise.

         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
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the  Registrant in the  successful  defense of an action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Exhibit Index

         4(a)  -   The Company's Stock Option  Incentive Plan  (Incorporated  by
                   reference  to  Exhibit  4.2  to  the  Company's  Registration
                   Statement on Form 10).

         *5    -   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

        *23(a) -   Consent of KPMG, LLP, independent auditors.

        *23(b) -   Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky LLP
                   (included in its opinion filed as Exhibit 5).

        *24    -   Powers  of  Attorney  (included  on  signature  page  to this
                   Registration Statement).

--------------------
*       Filed herewith.



                                      II-2

<PAGE>
Item 9.  Undertakings

         A.    The undersigned registrant hereby undertakes:

               (1)    To file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      Registration Statement 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 purposes 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; and

               (3)    To remove from  registration by means of a  post-effective
                      amendment  any of the  securities  being  registered  that
                      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 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 this  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  Securities  Act of  1933  and  is,  therefore,
               unenforceable.  In the  event  that a claim  for  indemnification
               against  such   liabilities   (other  than  the  payment  by  the
               registrant of 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
               being  registered,  the registrant will, unless in the opinion of
               its  counsel  the  matter  has  been  settled  by  a  controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as  expressed  in the  Securities  Act of 1933 and will be
               governed by the final adjudication of such issue.

         D.    The undersigned  registrant hereby undertakes to deliver or cause
               to be delivered with the  prospectus,  to each person to whom the
               prospectus is sent or given,  a copy of the  registrant's  latest
               annual report to  stockholders  that is incorporated by reference
               in the  prospectus  and  furnished  pursuant  to and  meeting the
               requirements  of Rule  14a-3 or Rule 14c-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               required to be  presented by Article 3 of  Regulation  S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each  person  to whom the  prospectus  is sent or  given,  the
               latest  quarterly  report that is  specifically  incorporated  by
               reference in the  prospectus  to provide  such interim  financial
               information.



                                      II-3

<PAGE>
                                   SIGNATURES

         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
authorized, in Dorval, Province of Quebec, Canada on February 29, 2000.

                                   LUMENON INNOVATIVE LIGHTWAVE
                                   TECHNOLOGY, INC.


                                   By:/s/ S. Iraj Najaf
                                      ------------------------------------------
                                      S. Iraj Najafi, President and
                                      Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints S. Iraj Najafi and Vincent Belanger,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorneys-in-fact  and  agents,  full power and  authority  to do and
perform each and every act and thing requisite necessary to be done in and about
the  premises,  as fully to all intents and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

         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 dates indicated.


           Signature                Title                           Date

/s/ S. Iraj Najafi
-----------------------    Director, Principal Executive       February 29, 2000
  S. Iraj Najafi           Officer,  President and Administrator
                           of the Stock Option Incentive Plan

/s/ Mark P. Andrews
-----------------------    Director, Vice President, Chief     February 29, 2000
  Mark P. Andrews          Technical Officer and Secretary


----------------------     Director and Administrator of the
  Anthony Moretti          Stock Option Incentive Plan

/s/ Denis M. Beaudry       Director and Administrator of the   February 29, 2000
----------------------     Stock Option Incentive Plan
  Denis M. Beaudry

/s/ Pierre-Paul Allard     Director and Administrator of the   February 29, 2000
----------------------     Stock Option Incentive Plan
 Pierre-Paul Allard

/s/ Vincent Belanger       Principal Financial and Accounting  February 29, 2000
----------------------     Officer and Treasurer
 Vincent Belanger




                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 66705}]
{"company-data": {"conformed-name": "LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY INC", "cik": "0001098432", "assigned-sic": "3220", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31642", "film-number": "560732"}, "business-address": {"street1": "9060 RYAN AVE", "street2": "H9P 2MB", "city": "DORVAL QUEBEC CANADA", "phone": "5146310023"}, "mail-address": {"street1": "9060 RYAN AVE", "street2": "H9P 2MB", "city": "DORVAL QUEBEC CANADA"}}
As filed with the Securities and Exchange Commission on March 3, 2000
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          LUMENON INNOVATIVE LIGHTWAVE
                                TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                   98-0213257
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                   Identification No.)
                                9060 Ryan Avenue
                          Dorval, (QC), Canada H9P 2M8
   (Address, including zip code, of Registrant's principal executive offices)

                  Lumenon Innovative Lightwave Technology, Inc.
                           Stock Option Incentive Plan
                            (Full title of the Plan)

                    Vincent Belanger, Chief Financial Officer
                  Lumenon Innovative Lightwave Technology, Inc.
                                9060 Ryan Avenue
                          Dorval, (QC), Canada H9P 2M8
                                 (514) 631-0023
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200

                         CALCULATION OF REGISTRATION FEE
Amount         Proposed maximum      Proposed maximum        Amount of
   Title of each class of               to be           offering price      aggregate offering     registration
Securities to be registered           registered         per share                price                fee
---------------------------           ----------         ---------                -----                ---
Common Stock, par                    2,500,000(1)         $ 35.50(2)           $12,600,775          $3,326.61
value $.001 per share
(1)      Pursuant  to Rule 416,  the  registration  statement  also  covers such
         indeterminate  additional shares of common stock as may become issuable
         as a result of any future  anti-dilution  adjustment in accordance with
         the terms of the Stock Option Incentive Plan (the "Plan").
(2)      Includes an aggregate of 2,407,500 shares with respect to which options
         were granted under the Plan at an average  exercise  price of $3.87 per
         share.  Pursuant to Rule  457(g) and (h),  the  offering  price for the
         additional  shares  that may be  issued  under  the Plan of  92,500  is
         estimated  solely for the purposes of determining the  registration fee
         and is based on the closing price of the Company's  common stock in the
         over-the-counter  market as reported by the National  Quotation  Bureau
         Pink Sheets on March 2, 2000 of $35.50.
EXPLANATORY NOTES

                  Lumenon Innovative Lightwave Technology,  Inc. (the "Company")
has prepared this Registration  Statement in accordance with the requirements of
Form S-8 under the  Securities  Act of 1933,  to  register  shares of our common
stock that may be issued under the Plan.

                  This  Form S-8  includes  a  Reoffer  Prospectus  prepared  in
accordance with Part I of Form S-3 under the Securities Act of 1933. The Reoffer
Prospectus  may be used for  reofferings  and resales of shares of common  stock
acquired under the Plan by selling  stockholders who may be deemed  "affiliates"
(as such term is defined in Rule 405 under the Securities Act) of the Company.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The Company will provide documents  containing the information
specified in Part 1 of Form S-8 to  employees  as  specified  by Rule  428(b)(1)
under the Securities Act. Under the instructions to Form S-8, the Company is not
required to file these documents either as part of this  Registration  Statement
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.

                                       -2-
SUBJECT TO COMPLETION, DATED March 3, 2000

PROSPECTUS

                                 750,000 SHARES

                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.

                  This  prospectus  relates to the reoffer and resale by certain
selling  stockholders  of shares of our  common  stock  that we may issue to the
selling stockholders upon the exercise of stock options we granted to them under
our Stock Option Incentive Plan. We previously  registered the offer and sale of
these  shares to the  selling  stockholders.  This  prospectus  also  relates to
certain  shares of our common  stock  subject  to  options  that we have not yet
granted.  If we grant these  options to persons who must use the  prospectus  to
reoffer and resell the shares  subject to such  options,  we will  distribute  a
prospectus  supplement.  The selling stockholders are reselling these shares and
we will not receive any of the proceeds from those resales.

                  The selling  stockholders  have  advised the Company that they
may  resell  the  shares  from time to time in one or more  transactions  in the
over-the-counter  market or on any stock exchange or other  automated  quotation
system on which the common stock may become listed,  in negotiated  transactions
or otherwise,  at market prices  prevailing at the time of the sale or at prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this prospectus.

                  THIS  INVESTMENT  INVOLVES  A HIGH  DEGREE OF RISK.  SEE "RISK
FACTORS" BEGINNING AT PAGE 6.

                  The Company's common stock is traded in the National Quotation
Bureau  Pink  Sheets  under the symbol  "LUMM." On March 2, 2000,  the last sale
price for the common stock, as reported by the National  Quotation  Bureau,  was
$35.50.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is March 3, 2000.

                                       -3-
WHERE CAN YOU FIND MORE INFORMATION

                  The Company is subject to the  informational  requirements  of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.

                                       -4-
TABLE OF CONTENTS

                                                                            Page
                                                                            ----

WHERE YOU CAN FIND MORE INFORMATION..........................................4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................6

ABOUT THIS PROSPECTUS........................................................6

THE COMPANY       ...........................................................7

RISK FACTORS      ...........................................................7

USE OF PROCEEDS   ..........................................................13

SELLING STOCKHOLDERS........................................................13

PLAN OF DISTRIBUTION........................................................15

LEGAL MATTERS     ..........................................................16

EXPERTS           ..........................................................16

ADDITIONAL INFORMATION......................................................16

                                       -5-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  SEC  allows  us  to   "incorporate   by  reference"   the
information  we file with  them,  which  means  that we can  disclose  important
information  to you by referring  you to those  documents.  The  information  we
incorporate  by  reference is  considered  to be a part of this  prospectus  and
information  that we file  later  with the SEC  will  automatically  update  and
replace this information. We incorporate by reference our Registration Statement
on Form 10,  as  amended,  and any  future  filings  we make  with the SEC under
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended.

                  You  may  request  a copy  of  these  filings,  excluding  the
exhibits to such filings that we have not specifically incorporated by reference
in such  filings,  at no cost,  by writing or  telephoning  us at the  following
address:

                     Lumenon Innovative Lightwave Technology, Inc.
                     4975 Levy Street
                     St. Laurent, (QC), Canada H4R 2N9
                     Attention:  Chief Financial Officer
                     (514) 331-2261

                            ------------------------

                              ABOUT THIS PROSPECTUS

                  This  prospectus is part of a registration  statement we filed
with the SEC. You should rely only on the  information  provided or incorporated
by  reference  in  this  prospectus  or any  related  supplement.  We  have  not
authorized  anyone else to provide you with  different  information.  No dealer,
salesman or other person has been  authorized to give any information or to make
any representations  other than those contained in this Prospectus in connection
with  the  offer  made  hereby,  and,  if given or  made,  such  information  or
representations  must not be relied upon as having been  authorized by us or any
selling stockholder.  This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the securities  offered hereby to any person in
any state or other jurisdiction in which such offer or solicitation is unlawful.
The  selling  stockholders  will not make an offer of these  shares in any state
where the offer is not  permitted.  The delivery of this  Prospectus at any time
does not imply  that  information  contained  herein is  correct  as of any time
subsequent  to its date.  You  should not assume  that the  information  in this
prospectus  or any  supplement is accurate as of any other date than the date on
the front of those documents.

                                       -6-
THE COMPANY

                  The  Company is a  development  stage  company  that  designs,
develops,  and has begun the  manufacture  in limited  quantities  of components
related to the Dense Wavelength Division  Multiplexing ("DWDM") market and other
optical  (photonic)   segments  of  the  global   telecommunications   and  data
communications optical networking markets. DWDM is a technology that permits the
transmission of multiple sources of information and data  simultaneously  over a
single  optical  fiber.  Companies like AT&T and MCI WorldCom are creating fiber
optic  networks to transmit  large  quantities of data and  information  at high
speeds to accommodate the demand for applications such as the Internet,  e-mail,
and  electronic  commerce.  These  companies  desire to increase the capacity of
their networks to carry and deliver more  information at high speeds without the
additional  costs of having to install new fiber optic cable. The Company's DWDM
components,  integrated  optics  devices  in the form of  compact  hybrid  glass
circuits on silicon  chips,  allow  providers  such as AT&T to greatly  increase
their  information  carrying  capacity on existing fiber at significantly  lower
cost than conventional DWDM components.

                  The Company's  principal executive offices are located at 9060
Ryan Avenue,  Dorval,  (QC),  Canada H9P 2M8. The Company's  telephone number at
such location is (514) 631-0023.

                  The shares  offered  hereby will be  purchased  by the selling
stockholders  upon exercise of options  granted to them under the Plans and will
be sold for the accounts of the selling stockholders.

                                  RISK FACTORS

The  purchase of our common  stock  involves a high  degree of risk;  you should
regard it as speculative  and you should  consider it only if you can reasonably
afford a loss of your  entire  investment.  You should  carefully  consider,  in
addition to the other  information  contained in this prospectus,  the following
risk factors  relating to the Company and its business before deciding to invest
in our common stock.

We are a development stage company.

The Company was founded in 1998.  We are a  development  stage  company  and, to
date, do not have revenues  from sales of our  products.  Our operating  history
provides no basis for evaluating the Company and our prospects.  We must,  among
other  things,   successfully  develop  and  commercialize  our  products,  meet
competition,  attract,  retain  and  motivate  qualified  employees,  expand our
operations  and market and sell products  using our technology in volume to have
significant revenues and to be profitable.

Our future  will depend on our  ability to develop  and  commercialize  products
based upon our licensed  proprietary  technologies.  Our first product, the DWDM
optical chip, has only recently entered  production in limited quantities and we
expect to make only limited shipments of the chips in 2000. Even if our products
appear promising when introduced,  potential customers may not accept them, they
may be  difficult to produce in large  volumes at an  acceptable  cost,  fail to
perform  as  expected,  cost  too  much  or be  barred  from  production  by the
proprietary rights of others.

We project future losses.

We expect to spend  considerable  sums to develop  and market new  products.  We
expect our  operating  expenses to increase  as we develop  our  technology  and
products,  increase our sales and marketing activities,  and expand our assembly
operations.  We will not have  revenues  from  product  sales  before the second
quarter of 2000.  We expect to have losses for the balance of 2000.  How much we
will lose and when,  if ever,  we will have profits is highly  uncertain.  If we
become profitable, we do not know how much we will earn and our profits may vary
significantly from quarter to quarter.

                                       -7-
The market for our products requires us to adapt to rapid  technological  change
and to continue new product development.

We must become a key  supplier of  components  to the  photonics  industry to be
successful.  Our target markets are highly competitive and are marked by rapidly
changing technology and industry standards and declining average selling prices.
We must:

              o   anticipate  what our clients and their end-users will need and
                  demand  in the  manufacture  of  products  - both for  general
                  industry use and specific custom-made usage,
              o   incorporate those anticipated  features and functions into our
                  products,
              o   meet specific and exacting design requirements,
              o   price  our  products  competitively,  and
              o   introduce  our  products  at the  right  time to  meet  market
                  demand.

The success of new products depends on these factors:

              o   proper  product   definition;
              o   timely completion and introduction of designs,
              o   the ability of our customers to  incorporate  our product into
                  theirs,
              o   the quality and performance of our products,
              o   the   differentiation  of  our  products  from  those  of  our
                  competitors, and
              o   acceptance of our products and those of our customers.

Our products are  generally  incorporated  into our  customers'  products at the
design stage. Even if our products are accepted by our customers, their products
may not be commercially successful.

The  market for our  products  is  characterized  by short  product  lifecycles,
declining average selling prices and fluctuating industry conditions.

Our target  markets  are  subject to  continuous,  rapid  technological  change,
including changing industry  standards,  frequent  introduction of new products,
anticipated  and  unanticipated  decreases in average  selling prices and fierce
price  competition.  This  means that the life cycle of a product we make may be
short,  we must  introduce  new  products on a timely  basis and we must spend a
great deal to develop new products. Other competing technologies may force us to
sell  our  products  at lower  prices  than we  expect.  Thus,  we will  need to
introduce  new  products  to compete  effectively  and to  maintain  our selling
prices.  This may require greater development time and expense than we presently
anticipate.  We could experience delays in introducing new products because they
are complex.

Our products have certain risks  in their manufacture and assembly.

The assembly of our chips is a sophisticated process, requiring a clean room and
precision  assembly  equipment.  Very small amounts of contaminants in assembly,
defects in components, difficulties in the assembly process or other factors can
cause a significant  number of chips to be nonfunctional or to have unacceptable
defects.  Many of these  problems are difficult to find and require much time or
expense to fix.

We have never assembled  large amounts of products.  We may find it difficult to
do this.

Using our own plant could involve significant risks,  including lack of adequate
capacity,  technical difficulties and events limiting production,  such as fires
or other damage. Furthermore, if demand for our products increases, we will have
to  build  another  facility  and rely on  contractors  to  manufacture  for us.
Building  another  facility  will cost a great deal and will  involve  the risks
found  in  all  manufacturing,   including  poor  production  yields,  technical
difficulties and events limiting production.

                                       -8-
We are dependent on equipment suppliers and contract manufacturers.

We  rely  on  outside  suppliers  for  certain  equipment  to  be  used  in  our
manufacturing process. We do not maintain long-term agreements with any of them.
If important manufacturing equipment were to malfunction,  we would at a minimum
experience  delays in the shipment of our products and could be required to find
another  manufacturer.  Delays in shipment could result in the loss of customers
and reductions in our revenues.

We may rely on third party manufacturers for certain components of our products.
Risks  associated with our potential  dependence upon third party  manufacturing
relationships include:

              o   reduced control over delivery schedules,
              o   lack of quality assurance,
              o   poor manufacturing yields and high costs,
              o   potential lack of adequate  capacity  during periods of excess
                  demand, and
              o   potential misappropriation of our intellectual property.

We  don't  know  if we will be able to  enter  into  third  party  manufacturing
contracts  on  favorable  terms,  if at all, or that our current or future third
party  manufacturers  will  meet  our  requirements  for  quality,  quantity  or
timeliness.

We are dependent on our relationship  with Molex to increase sales;  there are a
small number of customers for our products.

Our  initial  marketing   strategy  is  dependent  upon  the  efforts  of  Molex
Incorporated  ("Molex"),  our  strategic  partner  in the joint  development  of
certain  products.  Our contractual  relationship  with Molex gives us access to
Molex's global distribution network and requires us to reserve our first year of
jointly  developed  products,  up to a maximum of 400 units per month, to Molex.
After  the  first  year,  Molex  will have the  option  to  purchase  all of our
production  of the  jointly  developed  products  at fair  market  value for the
succeeding three year period.

For the foreseeable  future,  we intend to market our products to only a limited
number of leading original equipment  manufacturer  ("OEM")  customers.  We will
rely on our OEM customers to develop their own systems,  creating demand for our
products. OEM customers,  including Molex, may be expected to exert considerable
leverage in  negotiating  purchases from us. We expect sales to OEM customers to
be made at a smaller profit and on other less favorable terms, such as marketing
exclusivity,  milestone requirements and burdensome cancellation provisions. The
telecommunications   equipment  industry,  a  principal  industry  customer,  is
dominated by a small number of large  companies.  If any of them were to combine
their  operations,   there  would  be  even  fewer  telecommunications  industry
customers.

The  market for our  products  is very  competitive;  our  competition  may more
effectively develop and market their products.

The  photonics  industry is highly  competitive  and is marked by lower  selling
prices and profits,  rapid  technological  change and product  obsolescence.  We
expect such conditions to continue.

Our  competitors  include  large  companies  that  have  substantially   greater
financial,  technical,  marketing,  distribution  and other  resources,  broader
product lines,  greater name recognition and longer standing  relationships with
customers  than  we  do.  Our   competitors   include  both  companies   already
manufacturing  large volumes of products based on established  technologies,  as
well  as  companies   selling  emerging   technological   solutions.   Potential
competitors  also  include our own  customers,  which may decide to  manufacture
products  competitive with ours, rather than purchasing our products.  Potential
competitors may develop technology and products comparable or superior to ours.

                                       -9-
We don't know if we can effectively manage the growth of our business.

Our success will depend on the  expansion of our  operations  and the  effective
management of growth,  which will place a significant  strain on our management,
operations and financial resources. In particular, once we begin volume assembly
of our products,  our operations are  anticipated  to expand  substantially.  To
achieve our plan, we must hire and train additional engineering,  manufacturing,
marketing,  sales,  administrative and management personnel,  and buy additional
equipment, facilities,  information technology and other infrastructure. We must
also continue to develop our  management,  operational  and  financial  systems,
procedures  and  controls.  Because  we have  had  little  experience  with  the
assembly,  marketing or sale of our products in large quantities,  we don't know
if we will be able to expand our business  rapidly  enough or adequately  manage
this growth. If we don't accurately predict demand for our products, we may have
too much or too little production  capacity.  If we overestimate  demand, we may
incur fixed production expenses that are excessive.

We are  dependent  on key  personnel;  we need to attract and retain  additional
qualified personnel.

Our success will depend to a significant  degree upon the continued  services of
key  management,  technical,  and  scientific  personnel,  including Dr. S. Iraj
Najafi, our Company's  President and Chief Executive Officer,  Dr. Mark Andrews,
our Chief Technical  Officer,  and Dr. Chia-Yen Li, our Chief Operating Officer.
We do not currently maintain key-man life insurance on any of our personnel.

Our success  will also  depend on our  ability to attract and retain  additional
management and other highly skilled personnel. Currently, we are seeking to hire
skilled  engineers  for our assembly  process.  Our  competitors  for  qualified
personnel  are  often  long-established,  highly  profitable  companies  and the
process of hiring qualified personnel is often lengthy. Our management and other
employees may voluntarily leave the Company at any time.

We have limited working capital;  we may be unable to obtain funding to meet our
future capital needs.

We will require  substantial  additional  funding over the next several years to
develop  our  technology,  commercialize  our  products  and to expand  assembly
capacity.  In  particular,  we  will  require  approximately  US$20  million  to
construct and equip a high volume  assembly  facility and to upgrade our current
facility. Our capital needs will depend on a number of factors, including:

             o    how many new products we develop,
             o    how fast we develop and  commercialize  our  technologies  and
                  products and expand our assembly operations,
             o    the response of competitors,
             o    the level of acceptance of our products,
             o    competing technological developments, and
             o    changes in market demand.

 In addition,  if we develop or  commercialize  our technology and products more
slowly than we expect,  we may need  substantially  more funding,  and we may be
required to spend our cash faster than we currently plan.

We expect to raise  additional  working  capital  primarily  from the  following
sources:

             o    sales of equity or debt securities,
             o    equipment leasing and other secured debt financing, and
             o    manufacturing and other strategic partners.

If we borrow funds, we may become subject to restrictive financial covenants and
our interest  obligations  will  increase.  If we issue more stock,  our present
stockholders may experience substantial dilution.

                                      -10-
We do not know whether  additional funding will be available on favorable terms,
or at all.  If it is not,  we may have to delay  or  abandon  some or all of our
anticipated  expenditures,  to curtail  our  operations  significantly,  to sell
assets, or to license to third parties potentially valuable technologies that we
currently plan to commercialize ourselves.

We lack sales and marketing  experience and may not be able to retain  qualified
salespeople.

We have no experience in marketing,  selling and distributing our products.  Our
future  profitability  will depend on our ability to develop an effective  sales
force. Competition for employees with sales and marketing experience is intense.
We do not know if we will be able to attract and retain qualified salespeople or
if we can build an effective sales and marketing organization.

We are subject to additional risks related to international sales and operations

We expect that international sales will account for a significant portion of our
total  revenues.  International  sales and operations are subject to a number of
risks, including:

             o    the imposition of government controls,
             o    export license requirements,
             o    restrictions on the export of critical technology,
             o    political and economic instability or conflicts,
             o    trade restrictions, changes in tariffs and taxes,
             o    challenges to patents and other intellectual property rights,
             o    difficulties   in   staffing   and   managing    international
                  operations,
             o    problems   in    establishing    or    managing    distributor
                  relationships, and
             o    general economic conditions.

In addition,  as we expand our international  operations,  we may be required to
invoice  our sales in local  currencies,  the value of which  may  fluctuate  in
relation to the Canadian and U.S. dollars.

We lack patent protection of our products.

The patent positions of technology companies,  including ours, are uncertain and
involve complex legal and factual questions.  In addition,  the coverage claimed
in a patent  application  can be  significantly  reduced  before  the  patent is
issued.  We do not know if our patent  applications will result in patents being
issued  or that  any  patents  issued  to us  will  provide  protection  against
competing  technologies  or  will  be  held  valid  if  challenged.  Others  may
independently  develop  products  similar to ours or design  around or otherwise
avoid patents issued to us.

Others may assert claims against us that will result in litigation.  Litigation,
regardless of its outcome,  would result in significant cost to the Company,  as
well as  diversion  of  management  time.  If we were to  infringe  upon a valid
patent,  we might have to change our products or obtain licenses from the patent
owners.  We don't know if such licenses would be available on terms favorable to
us or that we would be  successful  in any  attempt  to change our  products  or
processes to avoid infringement. In addition, we could be liable for significant
monetary damages.

We also rely on trade secret and  copyright  law,  and employee and  third-party
nondisclosure  agreements to protect our intellectual  property rights. We can't
be sure whether  agreements and measures will provide  meaningful  protection of
our trade secrets, copyrights, know-how, or other proprietary information in the
event of  infringement by others or that others will not  independently  develop
similar technologies.

The laws of certain foreign  countries do not protect our intellectual  property
rights to the same extent as do the laws of the United States.  Our intellectual
property may be at additional risk in such markets.

                                      -11-
We must comply with environmental regulations, which could be costly.

Our operations and assembly processes are subject to certain federal, provincial
and local  environmental  protection laws and  regulations.  These relate to our
use, handling,  storage,  discharge and disposal of certain hazardous  materials
and wastes,  the  pre-treatment  and  discharge of process  waste waters and the
control of process air pollutants.  We have put into place  procedures to comply
with  these  laws and  regulations.  We also  have  safety  programs,  including
training of personnel on safe  storage and handling of hazardous  materials  and
wastes.  We believe  that we are in  compliance  in all material  respects  with
applicable  environmental  regulations.   Environmental  laws  and  regulations,
however,  may become more  stringent over time. If we fail to comply with either
present or future  regulations,  we may have  significant  expenses,  and may be
subject to fines and production halts.

Insiders  control  the  Company,  which may prevent a change of control or other
corporate transactions.

As of the date hereof,  our management,  Molex,  Polyvalor and McGill University
collectively  own  approximately  60.35% of our outstanding  common stock.  They
determine  the  composition  of the  Board  of  Directors  and  will  be able to
determine the outcome of corporate actions requiring stockholder approval.  This
ability may have the effect of delaying or  preventing  a change in control that
may be favorable to other  stockholders  or causing a change of control that may
not be favored by other stockholders.

Under  agreements  with  it,  Molex  will  acquire  the  non-exclusive  right to
manufacture  and sell certain  jointly  developed  optical chip  products in the
event of a change in the control of the Company.  Molex also has rights of first
refusal  with  respect  to any  sale of  stock by  certain  stockholders  of the
Company.  Such rights of Molex may have the effect of delaying or  preventing  a
change in control of the Company  that may be favorable  to  stockholders  other
than Molex.

Certain  provisions  of our  corporate  documents  and state law may  prevent or
hinder a change of control.

Certain  provisions  of our  Certificate  of  Incorporation  and  By-Laws and of
Delaware  law could make it more  difficult  for another  party to acquire us or
discourage  another  party from  attempting  to acquire  us.  For  example,  our
Certificate of Incorporation and By-Laws permit us to issue preferred stock with
rights  senior to the common stock in respect of voting and dividend  rights and
rights upon liquidation without any further vote or action by stockholders,  and
provide for a classified  Board of Directors.  Although we have no present plans
to issue preferred  stock, the issuance of preferred stock could have the effect
of delaying,  deterring or preventing a change of control and could make it more
difficult  for holders of our common  stock to take certain  corporate  actions,
including  the  replacement  of  incumbent  directors.  Additionally,  any  such
preferred  stock may have  preference over and harm the rights of the holders of
common stock.

We have a significant  number of outstanding  warrants and options,  which could
adversely  affect  the  price  of our  common  stock  and  our  ability  to sell
additional common stock.

As of  March  2,  2000,  we have  outstanding  options  to  purchase  a total of
2,407,500 shares of common stock at a weighted average exercise price of US$3.87
per share and outstanding  warrants to purchase an aggregate of 3,467,211 shares
of our common stock at a weighted  average  exercise price of US$1.98 per share.
The exercise of  outstanding  options and warrants  will dilute the then current
stockholders'  ownership of common  stock.  Sales in the public market of common
stock  acquired  upon such  exercise of options and warrants  could  depress the
price of our common  stock.  The holders of options and warrants can be expected
to exercise  them at a time when we would be able to sell common  stock on terms
more  favorable  than those  provided  by such  options and  warrants.  This may
adversely affect our ability to sell common stock.

                                      -12-
We will not pay dividends.

We have  never paid any  dividends  on our common  stock.  We do not  anticipate
paying such dividends in the foreseeable future. We will use any future earnings
to finance our growth.

The market price of our common stock may increase or decrease significantly.

The  market  price  of  our  common  stock  has  both  increased  and  decreased
significantly in the past several months.  Such market price could be subject to
significant future changes in response to various factors and events including:

              o   the depth and  liquidity of the trading  market for the common
                  stock,
              o   quarter-to-quarter variations in our operating results,
              o   the correlation of operating  results with the expectations of
                  stockholders and the investment community,
              o   the introduction of our products, and
              o   conditions in our industry.

In addition, from time to time, the public markets, and in particular the shares
of  high  technology   companies,   have  experienced  broad  price  and  volume
fluctuations  that often have been  unrelated to the  operating  performance  of
issuers.

We can give no assurances that our forward looking statements will be correct

Certain forward-looking statements,  including statements regarding our expected
financial  position,   business  and  financing  plans  are  contained  in  this
prospectus  or are  incorporated  in  documents  annexed  as  exhibits  to  this
prospectus.  These forward-looking  statements reflect our views with respect to
future events and financial performance. The words, "believe," "expect," "plans"
and "anticipate" and similar expressions  identify  forward-looking  statements.
Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable,  we can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from such  expectations are disclosed in this prospectus.  All
subsequent written and oral  forward-looking  statements  attributable to us are
expressly qualified in their entirety by the cautionary  statements.  We caution
readers not to place undue reliance on these forward-looking  statements,  which
speak only as of their dates.  We undertake no obligations to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.

                                 USE OF PROCEEDS

                  This  prospectus  relates to the reoffer and resale by certain
selling  stockholders  identified in this prospectus of common stock that may be
issued by us to them upon the exercise of options granted under our Stock Option
Incentive  Plan.  All net proceeds  from the sale of the common stock will go to
the stockholders who offer and sell their shares.  We will not received any part
of the proceeds from such sales. We will, however, receive the exercise price of
options when exercised by their  holders.  Any such proceeds will be contributed
to working capital and will be used for general corporate purposes.

                              SELLING STOCKHOLDERS

                  This  prospectus  relates to the  reoffer and resale of shares
issued or that may be issued to the selling  stockholders under the Stock Option
Incentive Plan.

                                      -13-
The  following  table  sets  forth (i) the number of shares of
common stock  beneficially  owned by each selling  stockholder at March 2, 2000,
(ii) the  number  of shares of common  stock to be  offered  for  resale by each
selling stockholder (i.e., the total number of shares underlying options held by
each selling  stockholder  irrespective  of whether  such options are  presently
exercisable  or  exercisable  within  sixty days of March 2, 2000) and (iii) the
number and percentage of  outstanding  shares of common stock to be held by each
selling stockholder after completion of the offering.
Number of shares of
                                                                                   Common Stock/
                                        Number of shares of     Number of       Percentage of Class to
                                         Common Stock Owned   Shares to be        be Owned After
                                            at March 2,        Offered for       Completion of the
           Name                              2000(1)            Resale(2)           Offering(1)
-------------------------------------- ----------------------------------------------------------------
S. Iraj Najafi(3).....................      5,237,500            200,000           5,237,500/ 21.3%
Mark P. Andrews(4)....................      4,887,500            200,000           4,887,500/19.9 %
Vincent Belanger(5)...................          1,000            300,000              1,000/ *
Tony Moretti(6).......................         50,000             50,000              50,000/*
--------------------
* Less than one percent

(1)      A person is deemed to be the beneficial owner of voting securities that
         can be  acquired  by such  person  within 60 days after the date hereof
         upon the exercise of options, warrants or convertible securities.  Each
         beneficial owner's percentage  ownership is determined by assuming that
         options,  warrants  or  convertible  securities  that  are held by such
         person (but not those held by any other  person) and that are currently
         exercisable  (i.e.,  that are exercisable  within 60 days from the date
         hereof)  have been  exercised.  Unless  otherwise  noted,  the  Company
         believes  that all  persons  named in the table  have sole  voting  and
         investment power with respect to all shares beneficially owned by them.

(2)      Consists  of shares of  common  stock  issuable  upon the  exercise  of
         options both currently and not currently exercisable.

(3)      Dr. Najafi has been  Director,  President and Chief  Executive  Officer
         since he joined the Company in July 1998.

(4)      Dr. Andrews has been Director, Vice President,  Chief Technical Officer
         and Secretary since he joined the Company in July 1998.

(5)      Mr.  Belanger has been Chief  Financial  Officer and Treasurer since he
         joined the Company in June 1999.

(6)      Anthony L. Moretti is the  representative of Molex  Incorporated on the
         Company's  Board of Directors  and has been since  December  1999.  Mr.
         Moretti has been employed in various  executive  capacities  with Molex
         Fiber Optics Inc., a subsidiary of Molex  Incorporated  since 1997. The
         shares  reflected  do not  include  4,666,667  shares of  common  stock
         beneficially  owned  by  Molex  Incorporated.   Mr.  Moretti  disclaims
         beneficial   ownership   of  the   4,666,667   shares   held  by  Molex
         Incorporated.

         We cannot assure you that the selling  stockholders will exercise their
options to purchase our common stock.

         The shares covered by this  prospectus may be sold from time to time so
long as this prospectus remains in effect;  provided,  however, that the selling
stockholders are first required to contact our Corporate Secretary to confirm

                                      -14-
that this  prospectus  is in effect.  We intend to  distribute  to each  selling
stockholder a letter describing the procedures that the selling  stockholder may
follow  in order to use  this  prospectus  to sell the  shares  and  under  what
conditions the prospectus  may not be used. The selling  stockholders  expect to
sell the shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have  employed  an  underwriter  for the sale of the shares by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this prospectus.  The selling stockholders will bear all expenses
associated with the sale of the shares.

         The selling  stockholders  may offer their  shares  directly or through
pledgees,  donees, transferees or other successors in interest in one or more of
the following transactions:

         o      On any stock exchange on automated quotation system on which the
                shares of common stock may be listed at the time of sale
         o      In negotiated transactions
         o      In the over-the-counter market
         o      In a combination of any of the above transactions

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o      Fixed prices, which may be changed
         o      Market prices prevailing at the time of sale
         o      Prices related to such prevailing market prices
         o      At negotiated prices

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling   stockholders   and/or   the   purchasers   of  shares  for  whom  such
broker-dealers  may act as agents or to whom  they sell as  principals,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary commissions).

         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such  sales  may be at  prevailing  market  prices,  price  related  to such
prevailing  market  prices  or  at  negotiated  prices  to  its  customers  or a
combination of such methods.  The selling  stockholders  and any  broker-dealers
that act in connection with the sale of the shares  hereunder might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act; any
commissions received by them and any profit on the resale of shares as principal
might  be  deemed  to  be  underwriting  discounts  and  commissions  under  the
Securities Act. Any such commissions,  as well as other expenses incurred by the
selling  stockholders and applicable  transfer taxes, are payable by the selling
stockholders. The selling stockholders reserve the right to accept, and together
with any  agent of the  selling  stockholder,  to reject in whole or in part any
proposed  purchase of the shares.  The selling  stockholders  will pay any sales
commissions or other seller's compensation applicable to such transactions.

         We have not  registered  or qualified  offers and sales of shares under
the laws of any country,  other than the United  States.  To comply with certain
states' securities laws, if applicable,  the selling stockholders will offer and
sell their  shares in such  jurisdictions  only through  registered  or licensed
brokers or dealers. In addition,  in certain states the selling stockholders may
not offer or sell shares unless we have  registered or qualified such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

                                      -15-
The selling  stockholders  have  represented to us that any purchase or
sale of shares by them will  comply  with  Regulation  M  promulgated  under the
Securities  Exchange  Act of 1934,  as  amended.  In  general,  Rule  102  under
Regulation M prohibits any person  connected with a  distribution  of our common
stock (a "Distribution")  from directly or indirectly bidding for, or purchasing
for any account in which he or she has a beneficial interest,  any of our common
stock or any right to purchase  our common  stock,  for a period of one business
day before and after completion of his or her  participation in the distribution
(we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  stockholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling stockholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the shares
offered  hereby have been passed upon for the Company by Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, New York, New York.

                                     EXPERTS

         The consolidated  financial  statements of Lumenon Innovative Lightwave
Technology,  Inc. (a Development Stage  Enterprise)  six-month period ended June
30, 1999 and periods from inception  (March 2, 1998) to December 31, 1998 and to
June 30, 1999, have been  incorporated in reliance upon the report of KPMG, LLP,
independent chartered public accountants, and upon the authority of said firm as
experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                      -16-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  following   document   filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  is  incorporated  herein by reference and made a
part hereof:

         The description of the Company's  securities contained in the Company's
Registration Statement on Form 10, as amended.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interest of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Officers and Directors

         As permitted by the Delaware General Corporation Law (the "DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  to the  Company  for  monetary  damages  for breach of
fiduciary  duty of care as a director.  Liability is not  eliminated for (i) any
breach of the  director's  duty of loyalty to the  Company or its  stockholders,
(ii) acts or omissions not in good faith or that involve intentional  misconduct
or a knowing  violation  of law,  (iii)  unlawful  payment of dividends or stock
purchases  or  redemptions  pursuant  to  Section  174 of the DGCL,  or (iv) any
transaction from which the director derived an improper personal benefit.

         The Company's Certificate of Incorporation and By-Laws provide that the
Company shall  indemnify any person who was or is a party or is threatened to be
made a party to any threatened,  pending or completed action, suit or proceeding
by reason  of the fact that he is or was a  director,  officer,  employee  or an
agent of the  Company or is or was  serving at the  request of the  Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  against all expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with the defense or  settlement  of such action,
suit or  proceeding,  to the  fullest  extent and in the manner set forth in and
permitted by the DGCL, as from time to time in effect,  and any other applicable
law,  as from time to time in effect.  Such right of  indemnification  is not be
deemed exclusive of any other rights to which such director,  officer,  employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators of each such person.

         The  Company  proposes  to enter  into  indemnity  agreements  with its
directors and executive officers. The indemnity agreements will provide that the
Company shall  indemnify such directors and executive  officers from and against
any and all  liabilities,  costs and  expenses,  amounts  of  judgments,  fines,
penalties  and  amounts  paid in  settlement  of or  incurred  in defense of any
settlement  in  connection  with any  threatened,  pending or  completed  claim,
action,  suit or  proceeding  in which such  persons  are a party  (other than a
proceeding  or action by or in the right of the Company to procure a judgment in
its favor),  or which may be asserted  against  them by reason of their being or
having

                                      II-1
been an  officer  or  director  of the  Company  (the  "Losses"),  unless  it is
determined that such directors and executive  officers did not act in good faith
and for a purpose  which they  reasonably  believed  to be in, or in the case of
service to an entity related to the Company,  not opposed to, the best interests
of the Company and, in the case of a criminal  proceeding  or action,  that they
had reasonable  cause to believe that their conduct was unlawful.  The indemnity
agreements will also provide that the Company shall indemnify such directors and
executive  officers  from and  against any and all Losses that they may incur if
they are a party to or threatened to be made a party to any proceeding or action
by or in the right of the Company to procure a judgment in its favor,  unless it
is  determined  that they did not act in good faith and for a purpose  that they
reasonably believed to be in, or, in the case of service to an entity related to
the Company,  not opposed to, the best interests of the Company,  except that no
indemnification  for Losses shall be made in respect of (i) any claim,  issue or
matter as to which they shall have been  adjudged to be liable to the Company or
(ii)  any  threatened  or  pending  action  to  which  they  are a party  or are
threatened  to be made a party that is settled or otherwise  disposed of, unless
and only to the extent  that any court in which such  action or  proceeding  was
brought  determines upon application  that, in view of all the  circumstances of
the  matter,  they are fairly and  reasonably  entitled  to  indemnity  for such
expenses  as such  court  shall deem  proper.  Such  indemnification  will be in
addition to any other rights to which such officers or directors may be entitled
under any law, charter  provision,  by-law,  agreement,  vote of stockholders or
otherwise.

         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
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the  Registrant in the  successful  defense of an action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Exhibit Index

         4(a)  -   The Company's Stock Option  Incentive Plan  (Incorporated  by
                   reference  to  Exhibit  4.2  to  the  Company's  Registration
                   Statement on Form 10).

         *5    -   Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

        *23(a) -   Consent of KPMG, LLP, independent auditors.

        *23(b) -   Consent of Olshan  Grundman  Frome  Rosenzweig  & Wolosky LLP
                   (included in its opinion filed as Exhibit 5).

        *24    -   Powers  of  Attorney  (included  on  signature  page  to this
                   Registration Statement).

--------------------
*       Filed herewith.

                                      II-2
Item 9.  Undertakings

         A.    The undersigned registrant hereby undertakes:

               (1)    To file,  during any  period in which  offers or sales are
                      being   made,   a   post-effective   amendment   to   this
                      Registration Statement 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 purposes 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; and

               (3)    To remove from  registration by means of a  post-effective
                      amendment  any of the  securities  being  registered  that
                      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 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 this  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  Securities  Act of  1933  and  is,  therefore,
               unenforceable.  In the  event  that a claim  for  indemnification
               against  such   liabilities   (other  than  the  payment  by  the
               registrant of 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
               being  registered,  the registrant will, unless in the opinion of
               its  counsel  the  matter  has  been  settled  by  a  controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as  expressed  in the  Securities  Act of 1933 and will be
               governed by the final adjudication of such issue.

         D.    The undersigned  registrant hereby undertakes to deliver or cause
               to be delivered with the  prospectus,  to each person to whom the
               prospectus is sent or given,  a copy of the  registrant's  latest
               annual report to  stockholders  that is incorporated by reference
               in the  prospectus  and  furnished  pursuant  to and  meeting the
               requirements  of Rule  14a-3 or Rule 14c-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               required to be  presented by Article 3 of  Regulation  S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each  person  to whom the  prospectus  is sent or  given,  the
               latest  quarterly  report that is  specifically  incorporated  by
               reference in the  prospectus  to provide  such interim  financial
               information.

                                      II-3
SIGNATURES

         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
authorized, in Dorval, Province of Quebec, Canada on February 29, 2000.

                                   LUMENON INNOVATIVE LIGHTWAVE
                                   TECHNOLOGY, INC.

                                   By:/s/ S. Iraj Najaf
                                      ------------------------------------------
                                      S. Iraj Najafi, President and
                                      Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints S. Iraj Najafi and Vincent Belanger,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorneys-in-fact  and  agents,  full power and  authority  to do and
perform each and every act and thing requisite necessary to be done in and about
the  premises,  as fully to all intents and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

         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 dates indicated.

           Signature                Title                           Date

/s/ S. Iraj Najafi
-----------------------    Director, Principal Executive       February 29, 2000
  S. Iraj Najafi           Officer,  President and Administrator
                           of the Stock Option Incentive Plan

/s/ Mark P. Andrews
-----------------------    Director, Vice President, Chief     February 29, 2000
  Mark P. Andrews          Technical Officer and Secretary

----------------------     Director and Administrator of the
  Anthony Moretti          Stock Option Incentive Plan

/s/ Denis M. Beaudry       Director and Administrator of the   February 29, 2000
----------------------     Stock Option Incentive Plan
  Denis M. Beaudry

/s/ Pierre-Paul Allard     Director and Administrator of the   February 29, 2000
----------------------     Stock Option Incentive Plan
 Pierre-Paul Allard

/s/ Vincent Belanger       Principal Financial and Accounting  February 29, 2000
----------------------     Officer and Treasurer
 Vincent Belanger

                                      II-4