SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                           FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
2001.

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

For the transition period from ________________ to ___________________

                Commission File Number: 000-29441

                        EXOTICS.COM, INC.
     (Exact name of Registrant as specified in its Charter)

     Nevada                               87-0640430
(State or other jurisdiction of    (I.R.S. Employer
Identification No.)
incorporation or organization)

                        209 Richmond St.
                      El Segundo, CA  90245
            (Address of principal executive offices)

                         (310) 205-6400
                 (Registrant's telephone number)

 (Former Name, Former Address and Former Fiscal Year, if changed
                       since last Report)

Check  whether the registrant (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the Exchange Act during the
past  12  months (or for such shorter period that the  registrant
was  required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days. Yes  X  No

As  of  November  21, 2001, there were 6,964,181  shares  of  the
issuer's common stock were outstanding.

Transitional  Small Business Disclosure Format (check  one):  Yes
No X



                      PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

Unaudited Financial Statements for the Period September 30, 2001.

                             EXOTICS.COM, INC.
                     CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 2001







                                   INDEX



Consolidated balance sheets                              1


Consolidated statements of operations                    2


Consolidated statements of cash flows                    3


Consolidated statement of stockholders' deficiency       4


Notes to consolidated financial statements            5-14



                             EXOTICS.COM, INC.
                              BALANCE SHEETS

<Table>

                                                 <c>             <c>
                                                     September 30,  December 31,
                                                         2001           2000
                                                        -------       ---------
        ASSETS
CURRENT ASSETS
   Cash and cash equivalents                             $      -        $      -
   Accounts receivable, net of allowance for
     doubtful accounts of $71,911 and $36,911             157,697          85,650
   Due from related party                                  15,824           5,467
                                                     ------------     -----------
       Total Current Assets                               173,521          91,117

PROPERTY AND EQUIPMENT, net of depreciation of
 $15,194 and $6,982                                        77,630          21,973

WEBSITE DEVELOPMENT COSTS, net of amortization
  of $171,320and $108,488                                 317,695         365,164

Goodwill, net of accumulated amortization
 of $395,000 and $-0-                                   3,574,871               -

OTHER ASSETS                                                  905          34,794
                                                     ------------     -----------
      TOTAL ASSETS                                     $4,144,622        $513,048
                                                     ============     ===========
       LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Bank overdraft                                      $   89,255      $   50,328
   Accounts payable and accrued expense                 1,417,868         532,509
   Capitalized leases payable                              10,214          10,214
   Deferred revenue                                        25,881          25,881
   Loans payable                                          100,000         100,000
   Due to related party                                   756,789         803,221
                                                     ------------     -----------
      Total Current Liabilities                         2,400,007       1,522,153

   Deferred revenue, long-term                            165,621         181,164

   Capitalized leases, long-term                            9,237           9,237
                                                     ------------     -----------
      TOTAL LIABILITIES                                   174,858       1,712,554
                                                     ------------     -----------
Commitments and Contingencies                                   -               -

STOCKHOLDERS' EQUITY DEFICIENCY
   Common stock, $0.0001 par value; 100,000,000
     shares authorized; 16,474,181 and 11,687,866
     shares issued and outstanding                         16,474           1,169
   Additional paid-in capital                           6,363,290         852,288
    Accumulated deficit                               (4,810,007)     (2,052,963)
                                                     ------------     -----------
        Total Stockholders' Deficiency                  1,569,757     (1,199,506)
                                                     ------------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY         $4,144,622      $  513,048
                                                     ============     ===========
</Table>

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

                                   - 1 -



                                EXOTICS.COM, INC.
                            STATEMENTS OF OPERATIONS

   <Table>
   
                                         <c>            <c>              <c>            <c>
                                                For the Three Months Ended      For the Nine Months Ended
                                                       September 30,                  September 30,
                                                   2001            2000            2001           2000
                                                 ---------     -----------      ---------      -----------
   REVENUE                                         $341,945        $111,080        $508,074         $333,241
                                               ------------    ------------    ------------     ------------
   COST OF SALES                                     45,386          64,811          57,440          194,434
                                               ------------    ------------    ------------     ------------
   GROSS PROFIT                                     296,559          46,269         450,634          138,807

   OPERATING EXPENSES
     Salaries and employee benefits                 192,885         147,123         354,018          441,368
     Professional and other consulting fees       1,849,300          83,282       1,875,012          249,848
     Other general and administrative               810,519         106,588         909,435          319,764
   expenses
                                               ------------    ------------    ------------     ------------
        Total operating expenses                  2,852,704         336,993       3,138,465        1,010,980
                                               ------------    ------------    ------------     ------------
   LOSS FROM OPERATIONS                         (2,556,145)       (290,724)     (2,687,831)        (872,173)
                                               ------------    ------------    ------------     ------------
   OTHER INCOME (EXPENSE)
     Interest expense                                23,107          24,703          69,213           74,111
     Other expense                                        -           2,166               -            6,500
                                               ------------    ------------    ------------     ------------
        Total other income (expense)               (23,107)        (26,869)        (69,213)         (80,611)
                                               ------------    ------------    ------------     ------------
   LOSS BEFORE PROVISION
     FOR INCOME TAXES                           (2,579,252)       (317,593)     (2,757,044)         (80,611)

   PROVISION FOR INCOME TAXES                             -               -               -                -
                                               ------------    ------------    ------------     ------------
   NET LOSS                                    $(2,579,252)      $(317,593)    $(2,757,044)       $(952,784)
                                               ============    ============    ============     ============
   NET LOSS PER COMMON SHARE
      Basic and diluted                             $(0.16)         $(0.03)         $(0.17)          $(0.08)
                                               ============    ============    ============     ============
   </Table>

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

                                      - 2 -



                             EXOTICS.COM, INC.
                          STATEMENT OF CASH FLOWS
                   NINE MONTHS ENDED SEPTEMBER 30, 2001

<Table>

                                                  <c>
                                                          2001
                                                      ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $(2,757,044)
  Depreciation and amortization                           466,044
  Common stock issued for services                      1,227,000
  Bad debt expense                                         35,000
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Increase in accounts receivable                       (107,047)
  Increase in due from related party                     (10,357)
  Increase (decrease) in other assets                      33,889
  Increase in accounts payable and accrued expenses       885,359
  Increase (decrease) in deferred revenue                (15,543)
  Increase (decrease) in due to related party            (46,432)
                                                     ------------
Net cash used in operating activities                   (289,131)
                                                     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                     (63,869)
  Website development costs                              (15,363)
                                                     ------------
Net cash used in operating activities                    (79,232)
                                                     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in bank overdraft                               38,927
  Capital lease payable, net of payments                        -
  Issuance of common stock for cash                       329,436
                                                     ------------
Net cash provided by financial activities                 368,363
                                                     ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                       -

CASH AND CASH EQUIVALENTS - BEGINNING                           -
                                                     ------------
CASH AND CASH EQUIVALENTS - ENDING                   $          -
                                                     ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE YEAR
  Interest expense                                   $          -
                                                     ============
  Income taxes                                       $          -
                                                     ============
</Table>

NON-CASH FINANCING ACTIVITIES:
  In June 2001, the Company issued 180,000 shares for legal services
   totaling $450,000.
  In June 2001, the Company issued 500,000 shares for consulting services
   totaling $1,500,000.
  In June 2001, the Company issued 100,000 shares for common stock for
   consulting services totaling $277,000.


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

                                   - 3 -



                                EXOTICS.COM, INC.
                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001


<Table>

                                   <C>            <C>            <C>           <C>           <C>            <C>
                                                                    Additional                                  Total
                                              Common Stock            Paid-in      Minority    Accumulated  Stockholders'
                                          Shares         Amount       Capital      Interest      Deficit      Deficiency
                                      -------------    ----------    ---------     ---------     --------    -----------
Balance at January 1, 2001 adjusted
  to adjusted to reflect outstanding
  shares of Exotics Nevada               6,928,308         $6,928      $846,529       $    -    $(2,052,963)   $(1,199,506)

Balance at January 1, 2001
  adjusted to reflect outstanding
  shares of Exotics Acquisition          8,137,000          8,137     3,961,734            -               -      3,969,871


Issuance of shares for cash                640,873            641       319,795            -               -        320,436

Issuance of shares for cash                 18,000             18         8,982            -               -          9,000

Issuance of common stock
  for legal services                       150,000            150       449,850            -               -        450,000

Issuance of shares for
  consulting services                      500,000            500       499,500            -               -        500,000

Issuance of common stock for
  offering costs                           100,000            100       276,900            -               -        277,000

Net loss                                         -              -             -            -     (2,757,044)    (2,757,044)
                                       -----------     ----------   -----------   ----------   -------------   ------------
Balance at September 30, 2001          16,474,1811        $16,474    $6,363,290       $    -    $(4,810,007)     $1,569,757
                                       ===========     ==========   ===========   ==========   =============   ============
</Table>

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

                                      - 4 -


                        EXOTICS.COM, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Basis of Presentation
          The   accompanying  financial  statements   have   been
          prepared   in   accordance  with   generally   accepted
          accounting principles for interim financial information
          and with the instructions to Form 10-QSB and Regulation
          S-B.   Accordingly,  they do not  include  all  of  the
          information   and  footnotes  required   by   generally
          accepted  accounting principles for complete  financial
          statements.    In   the  opinion  of  management,   all
          adjustments   (consisting  only  of  normal   recurring
          adjustments)   considered   necessary   for   a    fair
          presentation have been included.

          For   further  information,  refer  to  the   financial
          statements  and footnotes included in Form  10-KSB  for
          the year ended December 31, 2000.

          The   accompanying  consolidated  financial  statements
          include   the  accounts  of  Exotics.com,   Inc.   (the
          "Company"),  formerly known as Hard Rock  Mines,  Inc.,
          organized under the laws of the State of Nevada on June
          14,  1982.   On  March  8,  1996,  the  Company  ceased
          operations  and  was  considered  a  development  stage
          enterprise  with its business purpose being  seeking  a
          suitable merger/acquisition or joint venture candidate.
          Its subsidiaries include:

         a)Exotics  Acquisition Corp. ("Acquisition"),  organized
            under  the  laws of the State of Nevada  on  February
            13, 2001 (owned 100% by the Company); and

         b)Exotics.com,  Inc.  ("Exotics  Delaware"),   organized
            under  the laws of the State of Delaware on  May  25,
            1999 (owned 90.15% by the Company).

          On  February  13,  2001, the Company acquired  100%  of
          Acquisition  pursuant  to a share  exchange  agreement.
          This  acquisition was effected through the exchange  of
          8,137,000 shares of the Company's common stock (395,000
          of  which  were held in escrow) for 100% of the  issued
          and  outstanding shares of Acquisition and  represented
          control of the Company immediately before and after the
          exchange of shares.

          This  merger transaction has been accounted for in  the
         financial  statements as a reverse  acquisition.   As  a
         result  of  this  transaction, the  former  shareholders
         acquired  or  exercised control over a majority  of  the
         shares  of  the  Company.  Accordingly, the  transaction
         has   been   treated  for  accounting  purposes   as   a
         recapitalization   of  Exotics-USA;   therefore,   these
         financial   statements  represent  a   continuation   of
         Exotics-USA,  not  the  Company,  the  legal   survivor.
         Because   the   historical  financial   statements   are
         presented  in this manner, proforma financial statements
         are not required.

                              - 5 -
                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

          Revenue Recognition
         The  Company's  main source of revenue is  derived  from
         monthly   license  fees  from  license  contracts   with
         licensees  for  the  use of the Exotics-USA  website  to
         advertise  adult related services within the  licensee's
         territory.   An initial fee is charged to each  licensee
         and   deferred  over  the  license  contract.    Monthly
         license   fees,  which  consist  primarily  of   website
         hosting and content changes are recognized in the  month
         the  fees  and  services  are performed.   Revenue  from
         national and pop-up banner advertising is recognized  in
         the period the advertising is displayed.

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

          Concentration of Credit Risk
          The  Company places its cash in what it believes to  be
          credit-worthy  financial institutions.   However,  cash
          balances  may  have  exceeded FDIC  insured  levels  at
          various  times  during the year.  The Company  has  not
          experienced any losses in such accounts and believes it
          is  not exposed to any significant credit risk on  cash
          and cash equivalents.

          Fair Value of Financial Instruments
          The  carrying  value  of  cash  and  cash  equivalents,
          accounts  receivable,  accounts  payable  and   accrued
          expenses, loans payable approximates fair value due  to
          the  relatively  short maturity of  these  instruments.
          The  fair  value  of long-term payables was  determined
          based  upon interest rates currently available  to  the
          Company  for borrowings with similar terms.   The  fair
          value   of  long-term  borrowings  approximates   their
          carrying amounts as of December 31, 2000 and 1999.

          Property and Equipment
          Property and equipment is stated at cost.  Depreciation
          is  computed using the straight-line method based  upon
          the  estimated useful lives of the various  classes  of
          assets.  Maintenance and repairs are charged to expense
          as incurred.






                              - 6 -


                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Website Development Costs
         Website   development   costs  are   stated   at   cost.
         Amortization is computed using the straight-line  method
         over   a  period  of  five  years.   Should  events   or
         circumstances occur subsequent to the acquisition  of  a
         business which bring into question the realizable  value
         or  impairment of the related Website development costs,
         the  Company will evaluate the remaining useful life and
         balance  of goodwill and make adjustments, if  required.
         The  Company's  principal consideration  in  determining
         impairment  includes  the  strategic  benefit   to   the
         Company   of  the  particular  assets  as  measured   by
         undiscounted  current  and  expected  future   operating
         income  of that specified groups of assets and  expected
         undiscounted  future cash flows.  Should  an  impairment
         be  identified, a loss would be reported to  the  extent
         that  the carrying value of the related website  exceeds
         the  fair  value  of  the Website development  costs  as
         determined  by  valuation techniques  available  in  the
         circumstances.

          Goodwill
          Goodwill  represents the cost in  excess  of  the  fair
          market   value  of  the  assets  acquired  from   three
          unrelated  companies.  Goodwill is being  amortized  on
          the straight-line basis over 5 years.  Should events or
          circumstances occur subsequent to the acquisition of  a
          business which bring into question the realizable value
          or impairment of the related goodwill, the Company will
          evaluate  the  remaining useful  life  and  balance  of
          goodwill and make adjustments, if required.

          The  Company's  principal consideration in  determining
          impairment  includes  the  strategic  benefit  to   the
          Company  of  the  particular  assets  as  measured   by
          undiscounted  current  and  expected  future  operating
          income  of that specified groups of assets and expected
          undiscounted  future cash flows.  Should an  impairment
          be  identified, a loss would be reported to the  extent
          that the carrying value of the related goodwill exceeds
          the  fair  value  of  that goodwill  as  determined  by
          valuation  techniques available in  the  circumstances.
          As   of  September  30,  2001,  the  Company  has   not
          identified any circumstances relating to the realizable
          value of goodwill to deem it impaired.

          Income Taxes
         Income  taxes  are provided for based on  the  liability
         method  of accounting pursuant to Statement of Financial
         Accounting  Standards ("SFAS") No. 109, "Accounting  for
         Income  Taxes".   The  liability  method  requires   the
         recognition  of deferred tax assets and liabilities  for
         the   expected  future  tax  consequences  of  temporary
         differences  between the reported amount of  assets  and
         liabilities and their tax basis.

          Advertising Costs
          Advertising costs are expensed as incurred and included
          in selling, general and administrative expenses.


                              - 7 -


                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Long-Lived Assets
          SFAS  No. 121, "Accounting for the Impairment of  Long-
          Lived  Assets and for Long-Lived Assets to be  Disposed
          of"  requires  that long-lived assets be  reviewed  for
          impairment  whenever events or changes in circumstances
          indicate that the carrying amount of an asset  may  not
          be recoverable.  The Company has adopted this statement
          and   determined  an  impairment  loss  needed  to   be
          recognized   for   applicable  assets   of   continuing
          operations.

          Deferred revenue
          Deferred license fee revenue represents the amount paid
          by  the licensee for the exclusive right to sell  local
          adult  related  advertising located  within  a  certain
          agreed  upon  territory.   The  deferred  license   fee
          revenue is being amortized over the life of the license
          agreements, which are ten years in duration.

          Offering Costs
         Offering  costs  consist primarily of  commissions  paid
         relating  to  additional equity financing.  These  costs
         are  charged against the proceeds of the sale of  common
         stock in the periods in which they occur.

          Stock-Based Compensation
         SFAS    No.    123,    "Accounting    for    Stock-Based
         Compensation",   encourages,  but   does   not   require
         companies  to  record compensation cost for  stock-based
         employee compensation plans at fair value.  The  Company
         has  chosen  to  continue  to  account  for  stock-based
         compensation   using   the   intrinsic   value    method
         prescribed  in Accounting Principles Board  Opinion  No.
         25,  "Accounting  for Stock Issued  to  Employees",  and
         related   Interpretations.   Accordingly,   compensation
         cost  for  stock options is measured as the  excess,  if
         any,  of the quoted market price of the Company's  stock
         at  the  date  of the grant over the amount an  employee
         must  pay  to  acquire  the stock.   For  stock  options
         issued  to non-employees, the issuance of stock  options
         is  accounted  for  based  on  the  fair  value  of  the
         consideration received or the fair value of  the  equity
         instruments   issued,   whichever   is   more   reliably
         measurable.  Compensation expense is recognized  in  the
         financial statements for stock options granted  to  non-
         employees  in  the period in which the consideration  is
         obtained from the non-employee.

          Loss Per Share
         SFAS    No.   128,   "Earnings   Per   Share"   requires
         presentation of basic loss per share ("Basic  LPS")  and
         diluted   loss   per   share   ("Diluted   LPS").    The
         computation  of  basic  loss per share  is  computed  by
         dividing  loss available to common stockholders  by  the
         weighted  average  number of outstanding  common  shares
         during  the period.  Diluted loss per share gives effect
         to  all  dilutive  potential common  shares  outstanding
         during the period.  The computation of diluted LPS  does
         not  assume conversion, exercise or contingent  exercise
         of  securities  that would have an anti-dilutive  effect
         on losses.


                              - 8 -


                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          The  shares used in the computation of loss  per  share
          were as follows:

                                       September 31,
                                      --------------
                                    2001           2000
                                 ----------     ---------
         Basic and diluted       15,531,599      11,357,000
                                ===========     ===========

          Comprehensive Income
         SFAS   No.   130,   "Reporting  Comprehensive   Income",
         establishes standards for the reporting and  display  of
         comprehensive   income  and  its   components   in   the
         financial  statements.   As of September  30,  2001  and
         December  31,  2000,  the  Company  has  no  items  that
         represent  comprehensive  income;  therefore,  has   not
         included  a  schedule  of comprehensive  income  in  the
         financial statements.

          Segment Disclosure
          SFAS   No.  131,  "Disclosure  about  Segments  of   an
          Enterprise  and Related Information" was issued,  which
          changes  the  way  public companies report  information
          about  segments.  SFAS No. 131, which is based  on  the
          selected  segment information, requires  quarterly  and
          entity-wide  disclosures about products  and  services,
          major  customers, and the material countries  in  which
          the  entity  holds  assets and reports  revenues.   The
          Company  has  adopted SFAS No. 131 as of  December  31,
          1999.

          Computer Software Costs
          The American Institute of Certified Public Accountants'
          Executive Committee issued Statement of Position Number
          98-1  (SOP 98-1), "Accounting for the Cost of  Computer
          Software Developed or Obtained for Internal Use".   SOP
          98-1  is  effective  for fiscal years  beginning  after
          December 15, 1998.  The Company has adopted SOP 98-1 as
          of January 1, 1999.

          Recent Accounting Pronouncements
          On   June   29,   2001,   SFAS   No.   141,   "Business
          Combinations", was approved by the Financial Accounting
          Standards Board ("FASB").  SFAS 141 requires  that  the
          purchase  method of accounting be used for all business
          combinations  initiated after June 30, 2001.   Goodwill
          and  certain  intangible  assets  will  remain  on  the
          balance  sheet  and  not be amortized.   On  an  annual
          basis,  and when there is reason to suspect that  their
          values  have been diminished or impaired, these  assets
          must  be tested for impairment, and write-downs may  be
          necessary.   The Company is required to implement  SFAS
          No.  141  on  January 1, 2002 and it has not determined
          the  impact, if any, that this statement will  have  on
          its financial position or results of operations.

          On  June  29, 2001, SFAS No. 142, "Goodwill  and  Other
          Intangible Assets", was approved by the FASB.  SFAS No.
          142  changes  the  accounting  for  goodwill  from   an
          amortization  method  to  an impairment-only  approach.
          Amortization  of goodwill, including goodwill  recorded
          in past business combinations, will cease upon adoption
          of   this  statement.   The  Company  is  required   to
          implement  SFAS No. 142 on January 1, 2002 and  it  has
          not determined that impact, if any, that this statement
          will  have  on  its financial position  or  results  of
          operations

                              - 9 -


                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001


NOTE 2 -  CORPORATE REORGANIZATION AND MERGER

          Pursuant   to   a   Share   Exchange   Agreement   (the
          "Agreement"),  Exotics.com,  Inc.  (formerly   Hardrock
          Mines,  Inc.),  a  Nevada corporation (the  "Company"),
          acquired 100% of the outstanding shares of common stock
          of  Exotics  Acquisitions Corp., a Nevada  corporation,
          for  a  total  of 7,742,000 shares.  The Agreement  was
          dated  February  13,  2001, but the  exchange  was  not
          completed until May 9, 2001.

          Subsequently, the Company entered into a Share Purchase
          Agreement   with   Exotics.com,   Inc.,   a    Delaware
          corporation ("Exotics.com-Delaware"), pursuant to which
          the  Company  would  acquire up  to  100%  of  all  the
          outstanding  shares  of  common stock  of  Exotics.com-
          Delaware.   Through the Share Purchase  Agreement,  the
          Company  agreed to an aggregate of 8,241,762 shares  of
          its common stock for shares of capital stock of Exotics-
          Delaware  at  a  ratio of two shares of  the  Company's
          stock  for  three  shares of Exotics-Delaware's  stock.
          This Share Purchase Agreement was entered into in March
          2001,  but was not finalized until the closing on  July
          10, 2001, at which time a total of 90.15% of the shares
          of  Exotics.com-Delaware were purchased by the issuance
          of 6,928,306 shares of the Company's common stock.

          This  merger transaction has been accounted for in  the
          financial  statements as a reverse acquisition.   As  a
          result of this transaction, the former shareholders  of
          Exotics.com-Delaware acquired or exercised control over
          a  majority of the shares of the Company.  Accordingly,
          the   transaction  has  been  treated  for   accounting
          purposes as a recapitalization of Exotics.com-Delaware;
          therefore,  these  financial  statements  represent   a
          continuation of the legal entity, Exotics.com, not  the
          Company,   the   legal  survivor.   Consequently,   the
          comparative  figures are those of Exotics.com-Delaware.
          Because   the   historical  financial  statements   are
          presented in this manner, proforma financial statements
          are not required.

          In accounting for this transaction:

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

          ii)   Control  of  the  net  assets  and  business   of
          Exotics.com was acquired effective on May 9, 2001  (the
          "Effective Date").  This transaction has been accounted
          for  as a purchase of the assets and liabilities of the
          Company by Exotics.com at the fair value of $3,969,871.
          The historical cost of the net assets acquired was $-0-
          .

          iii)  The  statements  of  operations  and  cash  flows
          include  Exotics.com  results of  operations  and  cash
          flows from January 1, 2001 and the Company's results of
          operations from the Effective Date.





                             - 10 -


                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001

NOTE 3 -  GOING CONCERN

         The    accompanying   financial   in   conformity   with
         accounting  principles generally accepted in the  United
         States  of  America, which contemplate  continuation  of
         the  Company  as a going concern.  As of  September  30,
         2001,  the  Company's has a working capital  deficit  of
         $2,226,486 and has incurred substantial losses  for  the
         nine  months ended September 30, 2001 and the year ended
         December  31, 2000, totaling $2,579,252 and  $1,246,382,
         respectively.

         The  Company  is  seeking additional  equity  financing.
         There  can  be  no assurances that sufficient  financing
         will be available on terms acceptable to the Company  or
         at  all.   If  the  Company is  unable  to  obtain  such
         financing,  the  Company will be forced  to  scale  back
         operations,  which could have an adverse effect  on  the
         Company's  financial condition and results of operation.
         These   factors  raise  substantial  doubt   about   the
         Company's ability to continue as a going concern.

         Management  believes that actions presently being  taken
         to   revise   the  Company's  operating  and   financial
         requirements provide the opportunity for the Company  to
         continue as a going concern.

NOTE 4 -  NOTES PAYABLE

     Notes payable consisted of
     the following as of:
                                     September 30,  December 31,
                                         2001           2000
                                     -------------  ------------
                                                          -
      (a)  Venture Bridge L.P.        $  100,000       $  100,000

         a)As  of  December  31,  1999, the Company  had  a  note
            payable   to   E.  Scott  Crist  ("Crist")   totaling
            $100,000  bearing interest at the  rate  of  12%  per
            annum,  due  on April 1, 2000.  As consideration  for
            the  note,  the Company issued warrants  to  purchase
            100,000  shares of the Company's Common Stock  for  a
            purchase price of $0.925 per share.

           On   April  1,  2000,  the  Company  entered  into  an
           assignment  agreement  with E. S.  Crist  and  Venture
           Bridge  L.P.  ("Venture") where the  note  payable  to
           Christ  was  assigned  to Venture  and,  concurrently,
           Venture  agreed to an extension of the note for  sixty
           days  or  June 1, 2001.  As a result, Venture  becomes
           the  holder  of the note.  As additional consideration
           for  the  assignment of the note and the extension  of
           the  payment  terms  of  the  original  note,  Venture
           received  warrants to purchase 100,000 shares  of  the
           Company's  common  stock  exercisable  at  $0.925  per
           warrant.

           On   June  7,  2000,  the  Company  entered  into   an
           agreement with Venture to extend the note for  another
           sixty  days  to August 1, 2001.  As consideration  for
           the  extension  of  the payment  terms  of  the  note,
           Venture   received  additional  warrants  to  purchase
           another  100,000 shares of the Company's common  stock
           exercisable  at $0.925 per warrant.  The Company  also
           agreed  to make a payment of $20,000 on, or prior  to,
           June 15, 2001.

           Subsequently, the Company agreed to modify  the  terms
           and  issue  additional warrants  to  purchase  another
           50,000  shares of the Company's common stock,  150,000
           shares  in  total, exercisable at $0.925 per  warrant.
           The  note was payable in full, including interest  and
           principal,  on  August 1, 2000.  As of  September  30,
           2001 and December 31, 2000, this note is in default.


                             - 11 -



                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001

NOTE 5 -  COMMON STOCK

          Common stock
         As  of  September 30, 2001 and December  31,  2000,  the
         aggregate  number  of shares of common  stock  that  the
         Company has authority to issue is 100,000,000 shares  at
         a  par  value of $0.0001.  As of September 30, 2001  and
         December  31,  2000,  16,477,181 and  11,687,866  shares
         were issued.

         Effective  October  27, 1999, the  Company  approved  an
         increase in the Company's authorized capital stock  from
         1,000,000  common  shares with a par value  of  $.01  to
         100,000,000  common shares with a par value  of  $.0001.
         Concurrently,  the  Company implemented  a  stock  split
         whereby  each  outstanding share  of  common  stock  was
         subject to a 100:1 stock split.

          Issuances of common stock
          During  the year the Company issued 658,873  shares  of
          common stock totaling $329,436.
          In  June  2001, the Company issued 180,000  shares  for
          legal services totaling $450,000.
          In  June  2001, the Company issued 500,000  shares  for
          consulting services totaling $1,500,000.
          In  June  2001, the Company issued 100,000  shares  for
          common stock for consulting services totaling $277,000.

NOTE 6 -  STOCK WARRANTS

       Warrants consisted of the
        following as of:
                                             December 31,
                                            --------------
                                          2000          1999
                                       -----------   ----------
       E. Scott Crist                     100,000         100,000
       Venture Bridge L.P.                250,000               -
                                       ----------       ---------
       Total Outstanding Warrants         350,000         100,000
                                       ==========       =========

         On  November 30, 1999, the Company entered into  a  note
         with  Crist (see Note 6a) totaling $100,000 and warrants
         to  purchase  100,000  shares of  the  Company's  common
         stock.  The warrants were exercisable at $0.925 and  are
         scheduled to expire on November 30, 2009.  On  April  1,
         2000,  the  Company, Crist and Venture entered  into  an
         assignment  agreement transferring the note to  Venture,
         and  extending the note for 60 days (see Note  6a).   As
         consideration,  the Company agreed to issue  to  Venture
         warrants  to purchase 100,000 shares of common stock  on
         the  same terms and conditions as the original warrants.
         During  June 2000, the Company and Venture entered  into
         an  agreement to extend the term of the original note an
         additional  60  days in exchange for 100,000  additional
         warrants and a payment of $20,000.

         During  July  2000,  the Company and Venture  agreed  to
         modify  the terms of the extension to provide  that  the
         sole  consideration for the extension shall  be  150,000
         warrants  at  the  same  terms  and  conditions  as  the
         original  warrants.   As  of  September  30,  2001   and
         December  31, 2000, Venture had warrants to  purchase  a
         total  of  250,000 shares of Common Stock.  No  warrants
         have  been exercised at September 30, 2001 and  December
         31, 2000.

                             - 12 -


                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001

NOTE 7 -  STOCK OPTIONS

       Stock options consisted of
        the following as of:
                                             December 31,
                                           -----------------
                                          2000           1999
                                        ---------     ----------
        (a)  Shareholder and Chief
           Executive Officer              405,405         405,405
        (a)  Shareholder and former
           officer                        405,405         405,405
        (b)  Employees and others         270,000               -
        (b)  Chief Operating Officer      100,000               -
                                       ----------      ----------
       Total Outstanding Options        1,180,810         810,810
                                       ==========      ==========

         (a) Stock Option Agreement
         During  1999 the Company entered into option  agreements
         with a shareholder and its Chief Executive Officer,  and
         a  shareholder  and  former officer of  the  Company  to
         issue  options to purchase 405,405 shares, respectively,
         of  the  Company's  common stock  as  consideration  for
         extending   payment  terms  of  unpaid  services.    The
         options  vest immediately and are exercisable  at  $0.37
         per   share,  any  time  on  or  prior  to   the   fifth
         anniversary of the agreement.

         (b) Stock Incentive Stock Option Plan
         During  2000,  the  Company adopted  a  Stock  Incentive
         Stock  Option  Plan ("the Plan").  Under  terms  of  the
         Plan,  selected employees, non-employee members  of  the
         Board  or  the Board of Directors, Parent or  Subsidiary
         and  consultants and other independent advisors  in  the
         service  of  the  Company  may  be  granted  options  to
         purchase  the Company's common stock at terms  specified
         in  a  grant notice.  Options become exercisable in  one
         or  more  installments as specified in the grant notice,
         and have a maximum term of ten years.

         The  Company's incentive stock option plan provides  for
         the  acceleration of exercisability of the options  upon
         the  occurrence of certain events relating to  a  change
         in  control,  merger, sale of assets or  liquidation  of
         the Company (Accelerated Events) (see Note10).

         As  of  September 30, 2001 and December  31,  2000,  the
         Company has granted 370,000 options under this plan,  of
         which  270,000  of these options have an exercise  price
         in  excess  of  the fair value of the common  stock,  as
         determined  by a private placement memo.  These  options
         vest over a period of three years.

         Included  in  the  370,000 options are 100,000  cashless
         options  that  vest over a period of  three  years.   At
         December  31,  2000, the Company recognized compensation
         expense of $33,000 relating to the options.

         The   Company's  stock  option  plan  provides  for  the
         acceleration of exercisability of the options  upon  the
         occurrence  of certain events relating to  a  change  in
         control,  merger, sale of assets or liquidation  of  the
         Company (Accelerated Events).


                             - 13 -



                        EXOTICS.COM, INC.
                  NOTES TO FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2001



NOTE 8 -  SUBSEQUENT EVENTS

          a)  During  October 2001, the Company issued  5,416,675
          shares of common stock to satisfy a promissory note  to
          a related party of $200,000 plus accrued interest.

          b)  During  October 2001, the Company issued  3,949,279
          shares of common stock to settle a promissory note to a
          related party of $115,000 plus interest.

          c)  During  October 2001, the Company issued  8,588,727
          shares  of common stock to settle a promissory note  of
          $257,661 including interest.

          d)  On  November  8,  2001, the Company  announced  the
          approval  of  a  reverse stock split effective  at  the
          opening  of  business on November 8, 2001, pursuant  to
          which one new share of common stock of the Company will
          be issued in exchange for every five outstanding shares
          of common stock.

          The  Exotics  board  approved the reverse  split  under
          Nevada  law,  reducing the Company's authorized  common
          stock five-fold from 100 million to 20 million shares.

          The  Company's stock symbol effective November 8, 2001,
          changes  from  EXTS  to  EXIC.  For  20  trading  days,
          beginning  November  8,  2001, Exotics.com,  Inc.  will
          trade  on  the OTCBB under the symbol EXIC.D, with  the
          "D"  added  to indicate that a reverse split has  taken
          place.












                             - 14 -

ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

         Management's Discussion and Plan of Operations

This report specifies forward-looking statements of management of
the  company  ("forward-looking statements")  including,  without
limitation,    forward-looking    statements    regarding     our
expectations, beliefs, intentions and future strategies.

Forward-looking  statements  are  statements  that  estimate  the
happening of future events and are not based on historical facts.
Forward-looking  statements  may be  identified  by  the  use  of
forward-looking  terminology, such  as  "could",  "may",  "will",
"expect",    "shall",   "estimate",   "anticipate",   "probable",
"possible",  "should",  "continue", "intend"  or  similar  terms,
variations  of  those terms or the negative of those  terms.  The
forward-looking statements specified in this prospectus have been
compiled by management of the company on the basis of assumptions
made by management and considered by management to be reasonable.
Future  operating results of the company, however, are impossible
to  predict and no representation, guaranty, or warranty is to be
inferred from those forward-looking statements.

General Overview

The  Company has acquired an interest in a business which, in the
opinion of management, should provide a profit to the Company but
at  this  time does not have the working capital to be successful
in this effort.

Continuation of the Company as a going concern is dependent  upon
obtaining the working capital for its business and the management
of  the Company has developed a strategy, which they believe  can
obtain  the  needed  working  capital through  additional  equity
funding  and  long-term  debt which will enable  the  Company  to
pursue its objective.

The   Company  entered  into  a  Share  Purchase  Agreement  with
Exotics.com,   Inc.,   a   Delaware  corporation   ("Exotics.com-
Delaware"),  pursuant to which the Company would  acquire  up  to
100% of all the outstanding shares of common stock of Exotics.com-
Delaware.   Through  the  Share Purchase Agreement,  the  Company
agreed to exchange an aggregate of 8,241,762 shares of its common
stock  for shares of capital stock of Exotics-Delaware at a ratio
of two shares of the Company's stock for three shares of Exotics-
Delaware's stock. This Share Purchase Agreement was entered  into
in  March, 2001, but was not finalized until the closing on  July
10,  2001  at  which  time a total of 90.15%  of  the  shares  of
Exotics.com-Delaware  were purchased by  the  issuance  6,928,308
shares of the Company's common stock.

Exotics.com-Delaware provides on-line visual directories of  male
oriented  entertainment  services.  By  continuing  to  build  an
international  brand  and attract millions  of  highly  desirable
visitors  to  its websites, Exotics.com-Delaware  is  creating  a
springboard  to  launch a variety of exotic  and  luxury  related
goods  and services targeted at its core customer - the  affluent
male pursuing an exotic and luxurious lifestyle.

Exotics.com-Delaware's  objective  is  to  become   the   leading
international on-line visual directory and e-commerce portal  for
the  affluent male pursuing an exotic and luxurious lifestyle  by
providing:

*    A  comprehensive  visual directory  of  exotic  and  luxury-
     related goods and services.

*    Information relevant to the lifestyle of the affluent.

*    An on-line community for like-minded individuals.

*    High-end  e-commerce  featuring the world's  finest  luxury-
     related goods and services.

Exotics.com-Delaware has rapidly developed a constellation of  39
city  websites  (www.city-exotics.com)  and  a  national  website
(www.exotics.com) which in the aggregate generate in excess of 40
million page views and over 4 million unique visitors per  month.
The  on-line  photo  classified ads offered by  the  Exotics.com-
Delaware  are  superior in quality, and reach a greater  audience
than traditional print ads.  A high-performing city web-site  can
generate more than US $1,000,000 in annual revenue and net income
of  US  $475,000.  Exotics.com-Delaware receives  licensing  fees
equal to 20% of the total revenue.

The  visitors  to  Exotics.com Web-sites form  one  of  the  most
desirable   pools   of   potential  consumers   imaginable-highly
successful  individuals  interested in  pursuing  an  exotic  and
luxurious  lifestyle.  A recent survey of visitors revealed  that
the  typical  Exotics.com visitor is a single,  college-educated,
professional  with  an  income above  US  $75,000.   The  typical
Exotics.com user has expressed strong interest in high-end  cars,
luxury homes, pleasure boats, and exotic travel.

The  Company believes that one of the key reasons for the success
of  the Exotics.com web-sites is the design of the interface. The
Exotics.com web-sites are clean, crisp and easy to navigate while
maintaining  a  sophisticated, magazine-like look and  feel  that
invokes  a  sense  of style, class, and excitement.   Each  local
Exotics.com  web-site  has  a standard  interface  with  familiar
navigation  capabilities  and  content.   This  consistency   and
quality  of  service  instills confidence in  visitors,  such  as
traveling  businessmen,  who have a  desire  to  access  multiple
Exotics.com  city  sites throughout the  world.   The  confidence
instilled  will  carry over as Exotics.com-Delaware  expands  the
quality of services it provides.

The Exotics.com brand is rapidly becoming known throughout the on-
line world.  To date, brand building has occurred chiefly through
local  print  advertising,  search engine  placement,  electronic
bulletin  boards, and viral marketing.  Exotics.com is  currently
represented  in 39 cities by 14 franchisees, who are  experienced
and  well  connected in their local communities and  the  on-line
world.    Through   their   active  participation   in   business
organizations   and  attendance  at  relevant  events   localized
marketing  and  trade shows, the franchisees serve  as  excellent
ambassadors  to  spread word of the Exotics.com network.   Unlike
other  national  online  publications, Exotics.com  is  going  to
leverage  its  local representation through its unique  franchise
Internet model, to further build the Exotics.com brand.

Exotics.com-Delaware  has  hired a  Canon  Subsidiary  Company  -
Sintaks, to design its hardware and software infrastructure to be
fully  scalable  with modular templates that can  be  easily  and
efficiently  rolled out as cities and product  lines  are  added.
This  "plug  and play" architecture enables rapid and inexpensive
growth  around the core Exotics.com business model.  Exotics.com-
Delaware  has  designed  a proprietary ad  management  system  to
accommodate  the  growth  of its sites, the  expansion  into  new
cities,  and the addition of new categories.  Once fully deployed
at  the  end of the 2nd quarter of 2002, the ad management system
will  allow  the licensees to further automate the  operation  of
their  licenses  and provide a significant competitive  advantage
over existing and potential competitors.

Liquidity and Capital Resources

During  the  quarter, the Company issued 658,873  shares  of  its
common  stock  at  US  $0.50 per share for  net  proceeds  of  US
$329,436  pursuant to an offering.  Non-cash financing activities
during  the  quarter included 180,000 shares for  legal  services
totalling  US  $450,000, 500,000 shares for  consulting  services
totalling   US  $1,500,000  and  100,000  shares  for  consulting
services totalling US $277,000.  The share price of the Company's
stock  declined significantly during the last quarter so  raising
additional capital has been more difficult.

At  December 31, 2000, the Company had a working capital  deficit
of  US  $1,431,036.  At September 30, 2001, the  working  capital
deficit  increased to US $2,226,486, primarily due to an increase
in  accounts  payable and accrued expenses, from US  $532,509  at
December  31, 2000 to US $1,417,868 at September 30,  2001.   The
current  liabilities at September 30, 2001 included  US  $756,789
due to a related party which was settled by the issuance of stock
subsequent to the quarter.

Results of Operations

The  acquisition of Exotics.com-Delaware was completed during the
third  quarter  so its results are reflected in the  consolidated
financial statements.

Total revenues during the quarter ending September 30, 2001  were
US $341,945, less costs of sales of US $45,386 for a gross profit
of  US  $296,559.  Current revenue sources consist  primarily  of
fees   from  Exotics.com-Delaware  licensees,  including  initial
licensing   fees,  ongoing  monthly  fees  based  on  advertising
revenues  from each city, and monthly service fees.  Exotics.com-
Delaware  is  currently planning an aggressive national  campaign
which   will  generate  national  advertising  revenue  for   ads
displayed over its international network of sites.  It  has  also
entered  into affiliate programs with a number of sites  offering
merchandise that appeal to its viewers.  The Company expects this
to increase revenues over the coming months.

During the quarter, operating expenses of US $2,852,704 comprised
of  salaries  and employee benefits of US $192,885,  professional
and  other  consulting  fees  of US $1,849,300  and  general  and
administrative expenses of US $810,519.  Of the amount listed for
professional and consulting fees, US $1,500,000 was paid  by  the
issuance  of 500,000 shares at US $3.00 per share and US $277,000
was paid by the issuance of 100,000 shares at US $2.77 per share.

Net  loss  during the quarter was US $2,579,252 or US  $0.16  per
share.

Plan of Operation

Exotics.com-Delaware  has  or is expanding  its  information  and
commerce  services  into the four core categories:  Homes,  Cars,
Boats, and Luxury City Guide. Initially, the primary vehicle  for
expansion will be the issuance of the separate city licenses  for
each  of  these four categories. Management estimates  that  each
city   will  eventually  support  no  fewer  than  four  category
franchises,  which in total can generate more  than  US  $500,000
annually  in  recurring licensing income to Exotics.com-Delaware.
By  expanding  worldwide into 99 cities over the  next  5  years,
Exotics.com-Delaware anticipates generating  recurring  licensing
revenue of at least US $23 million.

In  addition, Exotics.com-Delaware plans to explore opportunities
to expand and develop:

*    National and international advertising

*    An e-commerce mall of luxury goods and services

*    Travel planning and concierge services for the traveling
     executive

*    Charter services

*    Subscription based websites

*    Exotics.com offline luxury publication

All  of these new products will be carefully tailored to meet the
specific needs of the Exotics.com-Delaware's core audience.

The  principal objectives of the Company for the next  12  months
are as follows:
     *    Raise   US  $500,000  through  private  placements   to
          facilitate its licensee growth in North America and  to
          expand its licensing base into Asia Pacific and Western
          Europe.
     *    Become   the   leader   in  providing   male   oriented
          entertainment services in Asia Pacific, in  particular,
          Japan, Hong Kong, Macau, Korea and Taiwan.
     *    Open licenses in France, Germany, Holland and Italy  as
          bases for the balance of Europe.
     *    Partner  with product suppliers, such as herbal  health
          products,  for the development of private branded  high
          quality products for the Exotics.com web users.

     *    Expand commerce and information services into four core
          categories:  Homes, Boats, Cars and Luxury City Guide.

Subsequent Events

Subsequent to the period under review, the Company issued 392,000
shares  of  its  common stock at US $0.06 per share  to  pay  for
services  provided  to Exotics.com Delaware  by  various  outside
contractors.

On  October  1,  2001,  the  Company entered  into  a  Consulting
Agreement  with  De Sage Capital Corp. for public  relations  and
promotional services for an initial six-month term for US $60,000
(the  "Fee") or US $10,000 per month.  The Company has agreed  to
issue 1,500,000 shares of its restricted common stock at a deemed
price of US $0.04 per share in satisfaction of the Fee.

On  October 4, 2001, the Company acquired a Promissory Note dated
December  1,  2000  issued by Exotics.com Delaware.   Exotics.com
Delaware pledged its URL, domain names, trademarks, trade  names,
all  unsecured  assets and all licenses and  contracts  with  its
clients  as  security for payment of principal and  interest.   A
total  of  5,416,675 shares of its restricted common stock  at  a
deemed  price  of US $0.04 per share were issued to purchase  the
Promissory Note for principal and interest totalling US $216,667.

On  October  23, 2001, the Company settled debt relating  to  two
Promissory  Notes  issued by Exotics.com Delaware.   A  total  of
12,538,006  shares  of its restricted common stock  at  a  deemed
price  of  US $0.03 per share were issued to two noteholders  for
principal and interest totalling US $376,140.18.

On  October 25, 2001, the Company approved a reverse stock  split
of  the common stock for the close of business November 7,  2001.
At  the opening of business on November 8, 2001, one new share of
common stock of the Company was issued in exchange for every five
outstanding  shares  of common stock.  The  Company's  authorized
common  stock  was reduced from 100 million to 20 million  shares
accordingly.   Effective November 8, 2001,  the  Company's  stock
trading  symbol changed from EXTS to EXIC.  For 20 trading  days,
beginning  on  November 8, 2001, the Company will  trade  on  the
OTCBB  under  the symbol EXIC.D, with the "D" added  to  indicate
that  a  reverse split took place. The new CUSIP number  for  the
Company is 30211P 20 5.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

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

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

There  were no issuances of securities during the current quarter
which were not registered under the Securities Act.

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

No such matters were submitted during the most recent quarter.

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

EXHIBITS

2.1  Share Exchange Agreement (filed herewith)

2.2  Share Purchase Agreement (filed herewith)

3.1  The  Company's Articles of Incorporation, which  define  the
     rights of holders of the equity securities being registered.
     (Incorporated   by   reference  to  Exhibit   3.1   to   the
     Registration  Statement  on Form 10-SB  filed  February  10,
     2000).

3.1a The  Company's Certificate of Amendment, which  changed  the
     name  to  Hardrock Mines, Inc. and increased the  authorized
     capital  stock  to  100,000,000  shares  of  common   stock.
     (Incorporated   by   reference  to  Exhibit   3.1   to   the
     Registration  Statement  on Form 10-SB  filed  February  10,
     2000).

3.1b The  Company's Certificate of Amendment, which  changed  the
     name to Exotics.com, Inc. is hereby attached to this report.
     (Incorporated by referenced to the Certificate of  Amendment
     filed  with the Company's Annual Report on Form 10-KSB filed
     April 5, 2001)

3.2  The Company's By-Laws, which define the rights of holders of
     the  equity  securities being registered.  (Incorporated  by
     reference  to  Exhibit 3.2 to the Registration Statement  on
     Form 10-SB filed February 10, 2000).

Reports on Form 8-K:

On  July  31,  2001 and September 24, 2001, the Company  filed  a
Current   Report  on  Form  8-K  and  Form  8-K/A,  respectively,
regarding the acquisition of Exotics.com, Inc.

                           SIGNATURES

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

Dated: November 26, 2001

EXOTICS.COM, INC.


By: /s/ Firoz Jinnah
Firoz Jinnah
President