SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.

[ ]  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
incorporation or organization)                            Identification No.)


                       Suite 411-12000 West Pender Street
                             Vancouver, B.C. V6E 2S9
                    (Address of principal executive offices)

                                  604-684-2004
                         (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 March 31, 2002,  there were 7,809,837  shares of the issuer's common stock
were outstanding.

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



                                       1
<PAGE>


                               Table of Contents

Part I  Financial Information                                               Page

Item 1. Financial Statements:

    Consolidated Balance Sheets .............................................. 3

    Consolidated Statements of Operations .................................... 4

    Consolidated Statements of Cash Flows .................................... 5

    Notes to the Consolidated Financial Statements ...................... 6 - 20

Part II Other Information

Item 1. Legal Proceedings ................................................... 20

Item 2. Changes in Securities ............................................... 20

Item 6. Exhibits and Reports on Form 8-K .................................... 20

Signatures .................................................................. 20


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


                                       2
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Unaudited Financial Statements for the Period March 31, 2002.

                               Exotics.com, Inc.
                          Consolidated Balance Sheets
                           (expressed in US dollars)

<table>
<caption>
                                                   March 31,        December 31,
                                                     2002               2001
                                                       $                  $
                                                 (unaudited)          (audited)
                                                 --------------- ---------------
<S>                                                    <C>             <C>
Assets

Current Assets

   Cash                                               12,037               2,514
   Accounts receivable                                68,385              27,500
--------------------------------------------------------------------------------
Total Current Assets                                  80,422              30,014

Property, Plant and Equipment (Note 4)                15,234              15,889

Website Development Costs (Note 5)                    46,538              50,000
--------------------------------------------------------------------------------
Total Assets                                         142,194              95,903
--------------------------------------------------------------------------------
Liabilities and Stockholders' Deficit

Current Liabilities
   Accounts payable                                  447,829             882,424
   Accrued liabilities                               263,746                   -
   Capitalized leases payable (Note 10)               19,450              19,450
   Deferred revenue (Note 6)                          25,881              25,881
   Note payable (Note 7)                             100,000             100,000
   Due to related parties (Note 8)                   752,595             641,925
--------------------------------------------------------------------------------
Total Current Liabilities                          1,609,501           1,669,680
Convertible Debenture (Note 9)                        75,000                   -
Deferred Revenue (Note 6)                            148,813             155,283
--------------------------------------------------------------------------------
Total Liabilities                                  1,833,314           1,824,963
--------------------------------------------------------------------------------
Commitments and Contingencies (Note 10)
Minority Interest (Note 11)
Subsequent Event (Note 15)

Stockholders' Deficit
   Common stock,  $0.001 par value;  20,000,000
   shares authorized;  7,899,837  and 7,809,837
   issued and outstanding respectively                 7,900               7,810
   Common stock to be issued; 21,256 shares               21                  21
   Additional Paid-in Capital                      4,303,640           4,263,731
   Donated Capital - Imputed Interest (Note 8)        17,000                   -
   Accumulated Deficit                            (6,019,681)         (6,000,622)
--------------------------------------------------------------------------------
Total Stockholders' Deficit                       (1,691,120)         (1,729,060)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit          142,194              95,903
--------------------------------------------------------------------------------

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

</table>

                                       3
<PAGE>

                               Exotics.com, Inc.
                     Consolidated Statements of Operations
                           (expressed in US dollars)
                                  (unaudited)
<table>
<caption>

                                                          Three Months Ended
                                                   March 31,           March 31,
                                                      2002                2001
                                                        $                   $
                                                 --------------- ---------------
<S>                                                    <C>              <C>
Revenue                                              103,272             188,858

Direct Costs                                          73,435              14,470
--------------------------------------------------------------------------------
Gross Profit                                          29,837             174,388
--------------------------------------------------------------------------------
Operating Expenses

  Imputed interest (Note 8)                           17,000                   -
  Interest                                             6,180              12,255
  Other general and administrative                    (1,449)            187,504
  Professional and other consulting fees                (484)             71,359
  Salaries and employee benefits                      25,880              94,029
  Travel and entertainment                             1,769             125,135
--------------------------------------------------------------------------------

Total Operating Expenses                              48,896             490,282
--------------------------------------------------------------------------------
Net Loss for the Period                              (19,059)           (315,894)
--------------------------------------------------------------------------------
Net Loss Per Share - Basic                                 -               (0.04)
--------------------------------------------------------------------------------
Weighted Average Shares Outstanding                7,885,000           7,810,000
--------------------------------------------------------------------------------


(Diluted loss per share has not been presented as the result is anti-dilutive)

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</table>

                                       4
<PAGE>


                               Exotics.com, Inc.
                     Consolidated Statements of Cash Flows
                           (expressed in US dollars)
                                  (unaudited)

<table>
<caption>
                                                                          Three Months Ended
                                                                      March 31,        March 31,
                                                                        2002             2001
                                                                          $               $
                                                                ---------------- ----------------
<S>                                                                    <C>              <C>
Cash Flows from Operating Activities

  Net loss                                                               (19,059)        (315,894)

  Adjustments to reconcile net loss to cash

    Amortization                                                           6,320           25,773
    Imputed interest                                                      17,000                -

  Changes in non-cash working capital items

    Increase in accounts receivable                                      (40,885)         (48,221)
    Decrease in other assets                                                   -               60
    Decrease in accounts payable and accrued liabilities                (130,851)        (131,885)
    Decrease in deferred revenue                                          (6,470)          (6,470)
-------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                   (173,945)        (476,637)
-------------------------------------------------------------------------------------------------
Cash Flows to Investing Activities

  Purchase of property, plant and equipment                               (1,477)         (60,000)
  Website development costs                                                 (725)         (12,858)
-------------------------------------------------------------------------------------------------
Net Cash Used by Investing Activities                                     (2,202)         (72,858)
-------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities

  Net increase in due to related parties                                 110,670          476,834
  Issuance of debenture                                                   75,000                -
Net Cash Provided by Financing Activities                                185,670          476,834
-------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash                                                9,523          (72,661)

Cash (Deficiency) - Beginning of Period                                    2,514          (50,328)
-------------------------------------------------------------------------------------------------
Cash (Deficiency) - End of Period                                         12,037         (122,989)
-------------------------------------------------------------------------------------------------
Non-cash Financing Activities                                                  -                -
-------------------------------------------------------------------------------------------------

Supplemental Disclosures

  Interest paid                                                                -                -
  Income tax paid                                                              -                -
</table>

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

                                       5
<PAGE>


                               Exotics.com, Inc.
                 Notes to the Consolidated Financial Statements
                           (expressed in US dollars)



1.   Nature of Operations and Continuance of Business

     Exotics.com, Inc. (the "Company"),  formerly known as Hard Rock Mines, Inc.
     ("Hardrock")  was  organized  under the laws of the State of Nevada on June
     14, 1982 and its subsidiary,  Exotics.com,  Inc. ("Exotics Delaware"),  was
     organized  under the laws of the State of  Delaware  on May 25, 1999 (owned
     90.29% by the Company).

     On February 13, 2001, the shareholders of Hardrock acquired 100% of Exotics
     Acquisition Corp. ("Acquisition"), an inactive company, organized under the
     laws of the State of Nevada  on  February  13,  2001,  pursuant  to a share
     exchange  agreement.  This acquisition was effected through the exchange of
     7,567,410  shares or 95.15% of  Hardrock's  issued and  outstanding  common
     stock held by certain  shareholders  for 100% of the issued and outstanding
     shares of  Acquisition.  Through  this  transaction,  there was a change in
     control of Hardrock.

     On July 10, 2001,  Hardrock  finalized the Share  Exchange  Agreement  with
     Exotics   Delaware   whereby  Hardrock   acquired   10,392,462   shares  or
     approximately 90.15% of Exotics Delaware's outstanding common stock for the
     issuance  of  1,385,662  (6,928,308  pre  reverse  stock  split)  shares of
     Hardrock's  common stock (see Note 3). This Share  Purchase  Agreement  was
     entered into in March 2001, but was not finalized until the closing on July
     10, 2001.

     As discussed in Note 3, 159,420 shares of Exotics Delaware stock were never
     issued by Exotics  Delaware.  These shares will be issued and  subsequently
     exchanged  for 21,256 or 106,280  pre  reverse  stock  split  shares of the
     Company's common stock.

     As a  result  of this  transaction,  the  former  shareholders  of  Exotics
     Delaware  acquired or  exercised  control  over a majority of the shares of
     Hardrock.  Accordingly, the transaction was treated for accounting purposes
     as a  recapitalization  of Exotics  Delaware and accounted for as a reverse
     acquisition; therefore, these consolidated financial statements represent a
     continuation of Exotics Delaware from inception.

     The Company has one operating business segment,  an adult entertainment and
     exotic-related   service  delivered  over  the  Internet.  The  Company  is
     developing a website which shall provide luxury goods and services over the
     Internet  specifically  tailored to affluent men and women.  Its  selective
     categories will include luxury automobiles, estates, yachts, exotic travel,
     five-star  restaurants,  premier  golf  courses and fine  gifts,  wines and
     accessories.

     The accompanying  consolidated  financial  statements have been prepared in
     conformity  with  accounting  principles  generally  accepted in the United
     States,  which contemplate  continuation of the Company as a going concern.
     As at March  31,  2002,  the  Company  has a  working  capital  deficit  of
     $1,529,000 and has incurred substantial losses since inception. The Company
     is also the  subject  of a formal  review by the  Securities  and  Exchange
     Commission and, subsequent to March 31,  2002, the Company's stock has been
     removed  from  Nasdaq's  Over-The-Counter  Bulletin  Board  exchange and is
     currently being traded on the Pink Sheets.

                                       6
<PAGE>

     In view of the matters described in the preceding paragraph, recoverability
     of a major portion of the recorded asset amounts shown in the  accompanying
     consolidated  balance sheet is dependent upon  continued  operations of the
     Company,  which,  in turn,  is  dependent  upon the  Company's  ability  to
     continue to raise capital and generate positive cash flows from operations.
     If the Company is unable to reclaim certain URL's improperly  registered in
     the  name of a  former  officer  and  director  of the  Company  or  obtain
     significant additional 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 operations.  These factors raise substantial doubt
     about  the  Company's   ability  to  continue  as  a  going  concern.   The
     consolidated  financial  statements do not include any adjustments relating
     to the  recoverability  and  classification  of recorded  asset  amounts or
     amounts and  classifications  of liabilities that might be necessary should
     the Company be unable to continue its existence.

     Management  plans  to take,  or has  taken,  the  following  steps  that it
     believes  will be  sufficient  to provide the  Company  with the ability to
     continue operations in the future:

     i)   The  Company  is  seeking   significant   additional  equity  or  debt
          financing.  There can be no assurances that sufficient  financing will
          be available on terms acceptable to the Company.

     ii)  The Company is currently  co-operating  with the SEC  regarding  their
          review.

     iii) The Company is also seeking out acquisition  opportunities  that would
          be  complimentary  to  its  business  and  that  will  provide  common
          synergies for the future.

     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.


2.   Summary of Significant Accounting Policies

     a)   Basis of Presentation

          These consolidated financial statements represent the consolidation of
          the Company and its two  subsidiaries  Exotics.com,  Inc.  and Exotics
          USA,  LLC.  In  order  to  facilitate   the  comparison  of  financial
          information,  certain  amounts  reported  in prior  periods  have been
          reclassified  to conform  with the  current  period  presentation.

     b)   Fiscal Year

         The Company's fiscal year end is December 31.

     c)   Cash and Cash Equivalents

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

     d)   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.

                                       7
<PAGE>

     e)   Property, Plant and Equipment

          Property,  plant and  equipment  is stated  at cost.  Amortization  is
          computed  using the  straight-line  method  based  upon the  estimated
          useful lives of the various classes of assets.

     f)   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 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 website
          development  costs 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 group of assets and expected undiscounted future cash flows.
          The Company  determined that an impairment of its website  development
          costs had occurred and  recognized an  impairment  loss of $241,593 in
          fiscal 2001.

     g)   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 determined that an impairment loss needed to
          be recognized as at December 31, 2001 relating to website  development
          costs.

     h)   Deferred Revenue

          Deferred  license fee revenue  represents the amount paid by licensees
          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.

     i)   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.

     j)   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
          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.

                                       8
<PAGE>

     k)   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 at March 31, 2002,  the
          Company  has  no  items  that  represent   comprehensive  income  and,
          therefore,  has not included a schedule of comprehensive income in the
          consolidated financial statements.

     l)   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 determined that there is only one reportable
          segment as at March 31, 2002 and 2001.

     m)   Advertising Costs

          Advertising  costs are charged to  operations as incurred and included
          in other,  general and administrative  expenses.  For the three months
          ended March 31, 2002 and 2001,  advertising  expense  amounted to $280
          and $10,400, respectively.

     n)   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 equity  instruments issued
          to non-employees, compensation cost 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  consolidated  financial
          statements  for equity  instruments  granted to  non-employees  in the
          period in which the consideration is obtained from the non-employee.

     o)   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."

          Deferred  tax assets  and  liabilities  reflect  the net tax effect of
          temporary  differences  between  the  carrying  amount of  assets  and
          liabilities  for  financial  reporting  purposes  and amounts used for
          income tax purposes.

                                       9
<PAGE>

          Pursuant  to SFAS 109 the  Company is  required  to compute  tax asset
          benefits for net operating losses carried forward.  Potential benefits
          from net  operating  losses have not been  recognized in the financial
          statements  because  the  Company  cannot be  assured  that it is more
          likely than not that it will utilize the net operating  losses carried
          forward in future years.

          The components of the net deferred tax asset,  the statutory tax rate,
          the  effective  tax  rate  and the  elected  amount  of the  valuation
          allowance are scheduled below:

                                                      March 31,    December 31,
                                                         2002            2001
                                                           $               $
                                                     (unaudited)       (audited)

         Accumulated net operating losses             6,020,000       6,000,000
         Statutory tax rate                                 34%             34%
         Effective tax rate                                   -               -
         Deferred tax asset                           2,047,000       2,040,000
         Valuation allowance                         (2,047,000)     (2,040,000)
         ----------------------------------------------------------------------
         Net deferred tax asset                               -               -
         ----------------------------------------------------------------------


     p)   Basic and Diluted Per Share Information

          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.  As at March 31,  2002,  the
          Company has 136,720  potentially  dilutive  common shares that are not
          included in diluted LPS (see Notes 13 and 14).

     q)   Fair Value of Financial Instruments

          The carrying value of cash and cash equivalents,  accounts receivable,
          accounts payable and accrued liabilities,  capitalized leases payable,
          loans and notes  payable,  related  party  payables,  and  convertible
          debenture  approximate fair value due to the relatively short maturity
          of these instruments.

     r)   Use of Estimates

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States 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.

     s)   Recent Accounting Pronouncements

          On June 29, 2001, SFAS No. 141, "Business  Combinations," was approved
          by the Financial  Accounting  Standards Board  ("FASB").  SFAS No. 141
          requires  that  the  purchase  method  of  accounting  be used for all


                                       10
<PAGE>

          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  implemented SFAS No. 141 on January 1, 2002 and its impact is
          not  expected to be material 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 its impact, if any, is not expected to be material
          on its financial position or results of operations.

          In June 2001,  the FASB  issued SFAS No.  143,  "Accounting  for Asset
          Retirement  Obligation."  SFAS No. 143 is  effective  for fiscal years
          beginning after June 15, 2002, and will require  companies to record a
          liability for asset retirement obligations in the period in which they
          are  incurred,  which  typically  could be upon  completion or shortly
          thereafter.  The FASB decided to limit the scope to legal  obligations
          and the  liability  will be  recorded  at fair  value.  The  effect of
          adoption of this standard on the Company's  results of operations  and
          financial positions is being evaluated.

          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
          Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  No.  144  is
          effective  for fiscal years  beginning  after  December  15, 2001.  It
          provides  a  single  accounting  model  for  long-lived  assets  to be
          disposed of and replaces SFAS No. 121  "Accounting  for the Impairment
          of  Long-Lived  Assets and  Long-Lived  Assets to Be Disposed Of." The
          effect of  adoption  of this  standard  on the  Company's  results  of
          operations and financial positions is being evaluated.

     t)   Interim Financial Statements

          These interim unaudited financial statements have been prepared on the
          same basis as the annual  financial  statements  and in the opinion of
          management,   reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to present  fairly  the  Company's
          financial  position,  results  of  operations  and cash  flows for the
          periods  shown.  The results of  operations  for such  periods are not
          necessarily  indicative of the results expected for a full year or for
          any future period.


3.   Corporate Reorganization and Merger

     Pursuant to a Share Exchange Agreement (the "Agreement"), Exotics.com, Inc.
     (formerly Hardrock Mines,  Inc.), a Nevada corporation was to acquire up to
     100% of all the  outstanding  shares of common  stock of Exotics  Delaware.
     Through the Share  Purchase  Agreement,  Hardrock  agreed to issue up to an
     aggregate of 8,241,762  pre reverse  stock split shares of its common stock
     for shares of capital stock of Exotics Delaware at a ratio of two shares of
     Hardrock's  common  stock for three  shares of  Exotics  Delaware's  common
     stock.  This Share  Purchase  Agreement was entered into during March 2001,


                                       11
<PAGE>

     but was not  finalized  until the closing on July 10, 2001, at which time a
     total of 90.15% of the shares of Exotics  Delaware  were  purchased  by the
     issuance  of  1,385,661  (6,928,308  pre  reverse  stock  split  shares) of
     Hardrock's common stock.

     Subsequently, Exotics Delaware discovered that 159,420 shares of its common
     stock  were never  issued.  Per an amended  stock  subscription  agreement,
     166,667  shares  of  common  stock  was  subscribed  at $1.80 per share and
     amended to approximately $0.93 per share. Therefore, the Company has common
     stock to be issued  totalling  21,256  (106,280  pre-reverse  stock  split)
     shares relating to the Agreement.

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

     In accounting for this transaction:

     i)   Exotics  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  Hardrock  was  acquired
          effective on July 10, 2001. This transaction has been accounted for as
          a purchase  of the net assets and  liabilities  of Hardrock by Exotics
          Delaware  at  their  net  book  value  which   consisted   of  accrued
          miscellaneous expenses totalling $1,700.

     iii) The statements of operations and cash flows include  Exotics  Delaware
          results  of  operations  and  cash  flows  from  January  1,  2000 and
          Hardrock's results of operations from July 10, 2001.


4.   Property, Plant and Equipment

                                                      March 31,     December 31,
                                                        2002            2001
                                                         $               $
                                                     (unaudited)       (audited)

     Computer and other equipment                        32,400          30,923
     Less: Accumulated amortization                     (17,166)        (15,034)
     --------------------------------------------------------------------------
      Net carrying value                                 15,234          15,889
     --------------------------------------------------------------------------

     Amortization expense for the three months ended March 31, 2002 and the year
     ended December 31, 2001 was $2,132 and $8,052, respectively.

     As at March 31,  2002,  the Company has $28,955 of  equipment at cost under
     capital  leases with a net  carrying  value of $12,216 (as at December  31,
     2001 - $21,958).

                                       12
<PAGE>


5.   Website Development Costs

     Website  development  costs  consist  of costs  related  to the  design and
     creation of a website, and configuration of its hardware and software.  The
     Company  capitalized  these costs in accordance  with Financial  Accounting
     Standards Board EITF 00-2. Total website development costs are as follows:

                                                      March 31,    December 31,
                                                        2002            2001
                                                         $               $
                                                     (unaudited)       (audited)

     Website Development Costs                           50,725         497,231
     Less: Accumulated Amortization                      (4,187)       (205,638)
     --------------------------------------------------------------------------
                                                         46,538         291,593
     Impairment Loss                                          -        (241,593)
     --------------------------------------------------------------------------
     Website Development Costs, net                      46,538          50,000
     --------------------------------------------------------------------------

     Amortization expense for the three months ended March 31, 2002 and the year
     ended December 31, 2001 was $4,188 and $97,150, respectively.

     As at December  31,  2001,  the Company  determined  an  impairment  of the
     website development costs had occurred. As discussed in Note 1, the Company
     recognized an impairment expense of $241,593 in fiscal 2001.


6.   Deferred Revenue

     Deferred revenue represents  deferred license fee revenue consisting of the
     amounts paid by the licensee  for the  exclusive  right to sell local adult
     related advertising located within a certain agreed upon territory.

     As at December 31, 1999,  the Company  collected  license fees  relating to
     these rights totalling $258,805. The license fee revenue is being amortized
     over the life of the license  agreements,  which are ten years in duration.
     The  Company did not enter into any new license  agreements  subsequent  to
     December 31, 1999. As at March 31, 2002 and December 31, 2001,  the Company
     had  deferred   revenue   remaining   totalling   $174,694  and   $181,164,
     respectively, of which $25,881 was current.


7.   Note Payable

     As at December 31,  1999,  the Company had a note payable to E. Scott Crist
     ("Crist") totalling $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  13,333  shares of the  Company's  Common  Stock for a
     purchase  price of $3.08 per share (as restated for the reverse  merger and
     reverse stock split).

     On April 1, 2000,  the Company  entered into an assignment  agreement  with
     Crist and Venture Bridge L.P. ("Venture") whereby the note payable to Crist
     was assigned to Venture and,  concurrently,  Venture agreed to an extension
     of the note for sixty days to June 1, 2000. 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 13,333 shares of the
     Company's  common stock  exercisable  at $3.08 per warrant (as restated for
     the reverse merger and reverse stock split) (see Note 13).

                                       13
<PAGE>

     On June 7, 2000,  the Company  entered  into an  agreement  with Venture to
     extend the note for another sixty days to August 1, 2000. As  consideration
     for the extension, Venture received additional warrants to purchase another
     13,333  shares  of the  Company's  common  stock  exercisable  at $3.08 per
     warrant (as restated for the reverse merger and reverse stock split).

     The Company  also agreed to make a payment of $20,000 on, or prior to, June
     15, 2000.

     Subsequently,  the Company agreed to modify the terms and issue  additional
     warrants to purchase  another 6,667 shares of the  Company's  common stock,
     20,000 shares in total,  exercisable  at $3.08 per warrant (as restated for
     the reverse merger and reverse stock split).

     The note was payable in full,  including interest and principal,  on August
     1, 2000.  As at March 31,  2002,  this note is in default.  The Company has
     accrued interest totalling $21,717 as at March 31,2002.


8.   Related Party Transactions/Balances

     The Company has related party transactions with several officers, directors
     and other related parties.

     a)   The following summarizes related party payables:

                                                      March 31,    December 31,
                                                        2002            2001
                                                         $               $
                                                     (unaudited)       (audited)

     i)  Due to shareholder (former officer)            150,000         150,000
     ii)  Due to former shareholder                     149,700         149,700
     iii)  Due to shareholder (former officer)          290,497         256,754
     iv)  St. George Capital Corp.                       62,465          59,714
     v)  Other                                           99,933          25,757
     --------------------------------------------------------------------------
     Total Due to Related Parties                       752,595         641,925
     --------------------------------------------------------------------------


     i)   The amount due to a shareholder and former officer  represents accrued
          consulting  fees. As at December 31, 2001, the Company  converted this
          payable to a note bearing  interest at the rate of 12% per annum,  due
          upon demand.

     ii)  The amount due to a former  shareholder  represents accrued consulting
          fees. The amount is non-interest  bearing and payable upon demand. See
          Note 8(e) for imputed interest.

     iii) The amount due to a  shareholder  and  former  officer of the  Company
          relates  to  consulting  fees and cash  advances.  These  amounts  are
          non-interest  bearing and due upon  demand.  See Note 8(e) for imputed
          interest.

     iv)  The amount due to  St. George,  a company  controlled  by a  director,
          relates  to  various  consulting  and  commissions  amounts  which are
          non-interest  bearing and due upon demand.  See  Note 8(e) for imputed
          interest.

                                       14
<PAGE>

     v)   The amounts due to shareholders  and officers of the Company relate to
          consulting  fees and advances which are  non-interest  bearing and due
          upon demand. See Note 8(e) for imputed interest.

     The following summarizes related party transactions:

     b)   Related Licensees

          i)   LA Exotics is 25 1/2% owned by Gary  Thomas who is a  shareholder
               in the Company.  Mr. Thomas was the CEO of Exotics Delaware prior
               to September 15, 2001.

          ii)  New York and  London  Exotics  are owned by a member of Red Rock,
               LLC ("Red Rock") a shareholder of Exotics  Delaware.  As at March
               31, 2002, Mr. Scott London,  a member of Red Rock, was a Director
               of Exotics Delaware.

     c)   Other Related Party/Transactions

          EAWN is a company that is partially owned by St. George.  On September
          28, 2001,  St.  George  purchased the 50% interest in EAWN held by the
          Company.  The transaction was satisfied by offsetting $50,000 of debt,
          which was due from the  Company  to St.  George  pursuant  to a Master
          Promissory  Note  dated May 1,  2000.  The  Company  had no cost basis
          control or revenue from EAWN.

     d)   Payments to Related Parties

          During  the three  months  ended  March 31,  2002,  the  Company  made
          payments  to St.  George  totalling  $45,000 for  consulting  services
          performed (see Note 10 for Consulting Services Agreement).

     e)   Imputed Interest

          Imputed  interest of $17,000  calculated at a rate of 12% per annum on
          amounts owing to related parties, was charged to operations during the
          three  months  ended March 31, 2002 and treated as donated  capital in
          shareholders' equity.


9.   Convertible Debenture

     The Company issued a two year  convertible  debenture  bearing  interest at
     9.75% per annum which  matures on February 22, 2004.  After a  Registration
     Statement,  to be filed with the SEC, is declared  effective  the debenture
     holder can convert the debenture  into common stock,  either in whole or in
     part, up to the full  principal  amount (in  increments of $1,000) plus any
     accrued  interest  divided by the conversion  price.  The conversion  price
     shall be equal to the lesser of 125% of the market price on the trading day
     immediately  prior to February  22, 2002 or 80% of the lowest  market price
     during the 15 trading days prior to the holder's  election to convert,  but
     not less than $0.20.  The Company also issued a warrant to purchase  common
     stock  expiring on February  22, 2005.  The  exercise  price of the warrant
     shall  be the  lesser  of 125%  of the  market  price  on the  trading  day
     immediately  prior to the closing  date or 80% of the lowest  market  price
     during the 15 trading days prior to the holder's election to exercise,  but
     not less than $0.20.


                                       15
<PAGE>

10.  Commitments and Contingencies

     a)   The Company is obligated under capital leases totalling  $19,450 as at
          March 31, 2002; the payment terms are in default.

     b)   The Company  entered into an agreement with QL Media Inc. ("QL Media")
          on March 1, 2001.  QL Media was engaged to provide  the  Company  with
          consulting   services   including,   but  not  limited  to,  providing
          information,  evaluation,  and  analysis  with  regard  to the  online
          marketing of World Wide Web  portions of the  Internet and  consulting
          with the  Company  related  to  increasing  traffic  to the  Company's
          network of websites.  The Company,  as consideration,  issued QL Media
          500,000  shares of its common stock.  On January 2, 2002,  the Company
          contacted  its  attorneys to have the shares  cancelled for failure to
          deliver any of the services under the contract.  These shares have not
          been shown as issued or  outstanding in these  consolidated  financial
          statements.

     c)   The  Company  was party to one  lawsuit.  The  Company  was  served on
          November 20, 2001 by LA Exotics,  LLC, a Georgia  limited company ("LA
          Exotics"),  Andrew Maltin,  an  ex-director of Exotics  Delaware and a
          current LA Exotics  shareholder,  and Lea Hastings aka Lea Conkey,  an
          individual and a current LA Exotics shareholder. The lawsuit named the
          Company as a co-defendant together with Gary Thomas aka Gary Vojtesak,
          an ex-director of Exotics Delaware and an LA Exotics shareholder,  and
          Klaudia  Jesmanowicz,  an  employee of Exotics  Delaware.  Among other
          things,  the plaintiffs  alleged that the Company together with Thomas
          and Jesmanowicz usurped LA Exotics's  opportunities for the benefit of
          Thomas and the Company;  caused LA Exotics to pay or reimburse  Thomas
          for expenses solely related to the business of the Company;  caused LA
          Exotics to pay money  directly  to the  Company's  creditors;  created
          websites which directly  compete with LA Exotics,  LLC; and interfered
          with the day to day  operations  of LA  Exotics  by  intimidation  and
          harassment  of  its  employees.  The  Company  vehemently  denied  any
          wrongdoing.  The  plaintiffs  sought  $59,889 in specific  damages,  a
          temporary and permanent  restraining  order  preventing the defendants
          from  allegedly  interfering  in  the  business  of  LA  Exotics,  and
          accounting of all LA Exotics monies wrongfully diverted, converted and
          appropriated  by the  defendants,  and to have  such  monies  held and
          retained as trustees  of a  constructive  trust for the benefit of the
          plaintiffs  and  accompanying  damages in such sum as may be found due
          and owing to the plaintiffs, and finally costs.

          On June 15,  2002,  the  plaintiff  dropped  the  lawsuit  against the
          Company.

     d)   The Company has satisfactory  title to all owned assets,  (it believes
          it also  has  the  title  to its  URL's  which  have  been  improperly
          registered  in  the  name  of  an  Ex  Officer  and  Director  of  the
          corporation.  The Company is in the process of engaging  legal counsel
          and filing a lawsuit to regain  possession  of its URL's and there are
          no  liens  or  encumbrances  on such  assets  nor has any  asset  been
          pledged.

     e)   The  Company  is subject to a formal  inquiry  from the United  States
          Securities  and  Exchange  Commission  ("SEC").  The Company is in the
          process of cooperating with this inquiry.

                                       16
<PAGE>

     f)   The Company entered into a consulting  services  agreement dated March
          16, 2001 with St.  George.  St.  George  agrees to provide  consulting
          services  and all  secretarial,  phone  and  copying  services  to the
          Company.  In  consideration,  the  Company  will pay a fee of  $15,000
          through March 15, 2003.


11.  Minority Interest

     Minority interest  represents a 9.85% ownership  interest held by others in
     the  Company's  subsidiary,  Exotics  Delaware.  As at March  31,  2002 and
     December 31, 2001, no minority  adjustment was made due to losses in excess
     of the minority shareholders' basis.


12.  Common Stock

     a)   Issuance of common stock for legal services

          On January 17, 2002,  the Company  issued  90,000 shares of its common
          stock at a fair value of $0.45 per share for legal  services  provided
          to the Company.

     b)   Common stock to be issued

          As at December  31, 2001,  Exotics  Delaware  discovered  that 159,420
          shares of its common  stock was never  issued.  Per an  amended  stock
          subscription  agreement  during  the  year  ended  December 31,  2000,
          166,667  shares of their common stock was  subscribed for at $1.80 per
          share and amended to  approximately  $0.93 per share.  Therefore,  the
          Company  has  common  stock to be  issued  totalling  21,256  (106,280
          pre-reverse  stock  split)  shares  relating  to  the  Share  Exchange
          Agreement.

     c)   Reverse stock split

          On November 8, 2001,  the Company  announced the approval of a reverse
          stock split  effective at the opening of business on November 8, 2001,
          whereby  one new share of common  stock of the  Company  was 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,
          changed from EXTS to EXIC.

     d)   Issuances of common stock relating to reverse merger

          As discussed in Notes 1 and 3, the Company issued 1,385,661 (6,928,308
          pre reverse  stock split)  shares of its common stock  relating to the
          agreement and plan of merger.  The Company also has common stock to be
          issued  totalling  21,256  (106,280  pre-reverse  stock split)  shares
          relating to the merger.

     e)   Issuances of common stock for cash

          i)   During the year ended  December  31,  2001,  the  Company  issued
               131,775 (658,873  pre-reverse stock split) shares of common stock
               totalling $329,436.

                                       17
<PAGE>

          ii)  During the year ended  December  31, 2000,  the Exotics  Delaware
               issued 557,663 (74,355 post-reverse split) merger and stock split
               shares of its common stock for $515,750. As at December 31, 2001,
               these shares are shown as follows:  53,099 shares of common stock
               issued and  21,256  shares of common  stock to be issued,  giving
               effect to the reverse  stock split and three for two  exchange of
               Hardrock's common stock.


13.  Stock Warrants

     Warrants  consisted of the  following as at March 31, 2002 and December 31,
     2001,  and  have  been  adjusted  to  reflect  the 3 for 2  share  exchange
     Agreement  between  Exotics  Delaware  and Hardrock and the 5 for 1 reverse
     stock split (see Notes 1, 3 and 12).

                                                      March 31,    December 31,
                                                         2002            2001
                                                          $               $
                                                     (unaudited)       (audited)

     E. Scott Crist                                      13,333          13,333
     La Jolla Cove Investors, Inc.                            1               -
     Venture Bridge L.P.                                 33,333          33,333
     --------------------------------------------------------------------------
     Total Outstanding Warrants                          46,667          46,666
     --------------------------------------------------------------------------

     The La Jolla  warrant  expires on  February  22,  2005 while the  remaining
     warrants expire on June 7, 2010.


14.  Stock Options

     a)   Stock Option Agreements

          During 1999 the Company entered into two option agreements. One with a
          shareholder  and the Company's  former Chief  Executive  Officer,  and
          another with a shareholder  and former officer of the Company to issue
          options to purchase  54,054 shares of the  Company's  common stock (as
          adjusted  for  the  reverse  merger  and  reverse  stock  split),   as
          consideration  for  extending  payment terms of unpaid  services.  The
          options vested immediately and are exercisable at $2.78 per share, any
          time on or prior to September 8, 2006.  During fiscal 2001,  54,054 of
          the shareholder and former officer's options were cancelled.


     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  instalments  as  specified in the
          grant notice, and have a maximum term of ten years.

                                       18
<PAGE>

          Exotics  Delaware's  incentive  stock  option  plan  provides  for the
          acceleration of  exerciseability 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 Note 12).

          As at March 31, 2002 and  December  31,  2001,  Exotics  Delaware  had
          granted 34,666 and 36,000, respectively,  options under this plan, (as
          adjusted  for the reverse  merger and reverse  stock  split) and these
          options  have an  exercise  price in excess  of the fair  value of the
          common stock, as determined by a private placement memo at the time of
          issuance. These options vest over a period of three years.

          All stock options  issued to employees have an exercise price not less
          than the fair market value of the  Company's  common stock on the date
          of grant. In accordance with accounting for such options utilizing the
          intrinsic  value  method,  there is no  related  compensation  expense
          recorded in the Company's  financial  statements  for the three months
          ended March 31, 2002 and 2001. Had  compensation  cost for stock-based
          compensation  been recorded  based on the fair value of the options at
          the  grant  dates  consistent  with the  method of SFAS No.  123,  the
          Company's  net loss and net loss per share for the three  months ended
          March 31, 2002 and 2001 would have been as follows:

                                                                March 31,
                                                         2002            2001
                                                          $               $
                                                     (unaudited)     (unaudited)

         Net loss

           As reported                                  (19,059)       (315,894)
           Proforma                                     (31,801)       (328,636)

         Basic net loss

           As reported                                        -           (0.04)
           Proforma                                           -           (0.04)

          The weighted average option price and remaining life is as follows:
<table>
<caption>
                                                                        Weighted  eighted Average
                                                          Shares         Average   Remaining Life
                                                           Under         Option      of Options
                                                          Option          Price        (Months)
                                                            #                $            W
<S>                                                        <C>             <C>            <C>
         Balance, December 31, 2001 (audited)             90,054            5.75               71
                                                                                -----------------
         Granted                                               -               -
         Exercised                                             -               -
         Cancelled                                        (1,334)              -
         Lapsed                                                -               -
                                              ------------------

         Balance, March 31, 2002 (unaudited)              88,720            5.75               68
                                              ------------------ --------------- ----------------
</table>

          The fair value of option  grants is  estimated as of the date of grant
          utilizing the Black-Scholes model.


                                       19
<PAGE>

15.  Subsequent Event

     The  Registration  Statement  for the  convertible  debenture  had not been
     declared  effective by the SEC by the deadline  which was June 22, 2002. On
     September 10, 2002, the debenture  holder exercised its right to accelerate
     the debenture and demand  repayment of 140% of the principal  amount of the
     debenture  plus  unpaid  interest  in cash.  In  addition,  the  Company is
     obligated to immediately issue the debenture holder 30,000 shares of common
     stock and pay $10,000 for each 30 day period,  or portion  thereof,  during
     which the principal amount plus unpaid interest remains unpaid. The monthly
     payment  amount  increases  to $15,000 for each 30-day  period,  or portion
     thereof,   after  the  first  90-day  period.  As  at  the  date  of  these
     consolidated financial statements, the Company has not made any repayments.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings
        None

Item 2. Changes in Securities
        None

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits  - Exhibit 99  Certification  Pursuant  To 18 U.S.C.  Section
          1350, As Adopted Pursuant To Section 906 Of The  Sarbanes-Oxley Act Of
          2002

     (b)  Reports on Form 8-K
          No Form 8-K was filed during the reporting period

                                   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: October 17, 2002

EXOTICS.COM, INC.


By: /s/ Firoz Jinnah
---------------------
        Firoz Jinnah
        President


                                       20
<PAGE>