SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the year ended December 31, 2001
Commission File No. 000-29441






                        EXOTICS.COM, INC.
     (Exact name of registrant as specified in its charter)



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

                 Suite 411 - 1200 W. Pender St.
                  Vancouver, BC  Canada V6E 2S9
            (Address of principal executive offices)

                         (604) 684-2004
       Registrant's telephone number, including area code

Securities registered under Section 12(g) of the Exchange Act:
     Common stock, $0.001 par value per share

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. [ X ]

Issuer's Revenue during the year ended December 31, 2001:   $
519,837

As  of July 22, 2002, the registrant had 7,899,846 shares of  its
common  stock,  $0.001 par value, outstanding.  Aggregate  market
value  of  the voting and non-voting common equity held  by  non-
affiliates  based on the price of N/A per share (the  selling  or
average bid and asked price) as of July 22, 2002: $N/A.

              DOCUMENTS INCORPORATED BY REFERENCE:

None

                               PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                             Background

Please  Note: the shares are represented as post-split shares reflect
the 1:5 reverse split which occurred on November 8, 2001.

Exotics.com, Inc., formerly Hardrock Mines, Inc., (hereinafter The
Company) was incorporated on June 14, 1982 with the name of VHF
Corporation, pursuant to the Nevada Business Corporation Act. Its
original Articles of Incorporation provided for authorized capital of
twenty five thousand (25,000) shares of common stock with a par value
of one dollar ($1.00).

On November 20, 1999, the shareholders of the Company approved an
amendment to the Articles of Incorporation changing the authorized
capital to one hundred million (100,000,000) shares of common stock
with a par value of $0.001 per share.

The amended Articles were filed with the State of Nevada on December
17, 1999. The Company was formed with the stated purpose of
conducting any lawful practice, business or activity. However, the
contemplated purpose was to engage in investment and business
development operations related to mineral research and exploration.

On or about July 02, 1994, the board of Directors entered into early
negotiations with Liberty Consolidated Mines, Inc. who held the
rights to the Mt. Laurel Mines patented property plus 28 mining
claims and one mill site claim located in the Eddy gulch area near
Sawyers Bar, California. Upon the discovery that various
environmental regulations and stipulations were cost prohibitive, all
attempts to engage in business with Liberty Consolidated Mines, Inc.
were abandoned. The Company fell into inactivity on or about March
08, 1996.

The Company never engaged in an active trade or business throughout
the period from inception through 1998. On or about July 29, 1999,
the directors determined that the Company should become active and
reinstated the Company with the State of Nevada, and seeking
potential operating businesses and business opportunities with the
intent to acquire or merge with such businesses.

On February 9, 2001, the Company changed its name to Exotics.com,
Inc. through a consent of a majority of shareholders of the issued
and outstanding stock pursuant to NRS 78.320.  The name change became
effective upon filing the Certificate of Amendment with the Secretary
of State on February 15, 2001.

On February 15, 2001, Exotics.com (fka Hardrock Mines) completed a
forward stock split of 15.8 shares for each outstanding share.

On February 13, 2001, the shareholders of Exotics 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
Exotics' 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 Exotics.

Exotics entered into a Share Purchase Agreement with Exotics.com,
Inc., a Delaware corporation (Exotics-Delaware), pursuant to which
Exotics would acquire up to 100% of all the outstanding shares of
common stock of Exotics-Delaware. Through the Share Purchase
Agreement, Exotics acquired 10,392,462 shares of its common stock for
shares of capital stock 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-Delaware were purchased by the
issuance of 1,385,662 shares of the Company'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 totaling 21,256 shares relating
to the share exchange agreement.

On October 25, 2001, Exotics-Nevada 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.

                       Business of the Issuer

Exotics.com provides on-line visual directories of male oriented
entertainment service through its subsidiary Exotics.com (Delaware).
By continuing to build an international brand and attract millions of
highly desirable visitors to its websites, exotics.com 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'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 has developed a network of approximately 39 city websites and
a national website (www.exoticsusa.com) which in the aggregate
generate in excess of 40 million page views and over 4 million unique
visitors per month. Management believes that the on-line photo
classified ads offered by the Exotics.com are superior in quality,
and reach a greater audience than traditional print ads.  Exotics.com
receives licensing fees equal to 15 to 20% of the total network
revenue.

The typical Exotics.com user has expressed an interest in high-end
cars, luxury homes, pleasure boats, and exotic travel.

THE INTERNET INDUSTRY

The Internet has quickly emerged as a global medium that allows
hundreds of millions of people worldwide to obtain information,
communicate and conduct business electronically. In its June 1999
report, International DataCorporation, or IDC, estimates that the
number of Web users worldwide will grow from approximately 142
million users in 1998 to 502 million by the end of 2003.Additionally,
IDC projects the number of Web users outside the U.S. to increase
from 79.4 million in 1998 to 325.4 million by 2003.  This is the most
current information the Company has regarding the internet industry.

The Growth of E-Commerce and Performance Based Advertising

As the number of Internet users continues to expand, the value of the
Internet as a commerce channel will continue to increase as more
merchants move onto the Internet to market and sell an ever-
increasing variety of products and services. According to IDC,
worldwide commerce revenues on the Web are expected to grow from
approximately $50 billion at the end of 1998 to approximately $1.3
trillion by the end of 2003. As e-commerce continues to expand,
vendors are increasingly relying on extensive advertising campaigns
to identify customers, build online brand awareness and increase
product sales online. Forrester Research predicts that performance-
based online advertising spending in the United States will increase
from an estimated $421 million, or 15% of total United States online
advertising spending, in 1999 to an estimated $11.8 billion, or over
50% of total United States online advertising spending, in 2004.

              The Online Market for Adult Entertainment

According to Jupiter Media Metrix (JMM), a leader in Internet
analysis and measurement, its March 2002 Jupiter Research Report
states that while consumer resistance to paying for mainstream online
content continues (over 70%), exotic content can and does attract
paying customers.  By 2006 JMM estimates the highest revenue
generating content genres will be:

     *    Audio/video entertainment at $600 million

     *    Exotic entertainment at $400 million.

     *    Financial and business news content at $350 million

The company's new interactive services such as its audio and
audio/visual chat rooms and its soon to be introduced online story
and dating forums are strategically positioned to take advantage of
these growing market trends.

EMERGING INTERNATIONAL MARKETS

Exotics.com's premium brand identity, its scalable technology
infrastructure and its established revenue model strategically
positions the Company to expand into emerging international markets
such Europe and Asia.

Europe

Many Internet firms in Europe are introducing Adult content and e-
commerce to increase revenue. Germany's 2nd largest ISP,
www.Freenet.de launched a new site www.fundorado.de that sells adult
content and hosts adult chat rooms. It charges USD$8.70 per month for
general access. Another major German ISP T-Online has also announced
it intends to provide adult content and has entered into a
partnership with Spanish adult publisher, Private Media Group. The
largest email provider GMX.de also announced plans for a similar
venture. According to Greg Geelan, president of YNOTMasters.com " We
did a poll recently and found 25 percent of the Webmasters using our
services resided in Europe and another 20 percent in Asia,.porn on
the Internet is really booming in Germany and France."

Asia

According to a survey conducted by NetValue on March 5,2001 surfing
Adult sites is very popular in Asia especially among students.
Between 37 and 58% of Internet using students in five Asian countries
visited an adult site during January 2001. Panels were established in
China, Hong Kong, Korea, Singapore and Taiwan.

MARKET TRENDS

Exotic's business strategies position the company to maximize the
business potential of the following major market trends:

Broadband User Increase

Proliferation of access to high speed Internet bandwidth combined
with downward pressures on the cost of service has resulted in a
steep increase of broadband users in the United States. According to
a recent Jupiter report, broadband users now outnumber those with
narrowband connections.  Since many of the company's new services
require high-speed bandwidth, this considerably increases our
potential customer base

Popularity of Communities

A major benefit of the Internet is to simplify and quicken
communication between individuals who share common interests. The
growth of these online communities continues to climb and now total
over 90 million Americans.  Known as "Cyber Groupies" these
communities are optimal conduits for cost-effective viral marketing
and e-commerce campaigns particularly since 79% of Cyber Groupies
identify at least one particular group with which they stay in
regular contact

Rapid Deployment of " Rich Media" wireless platforms

Unlike the desktop wired North American market, many users in key
international markets access the Internet via wireless platforms.
Japan's most popular wireless platform is called i-mode. With over 30
million subscribers in Japan, i-mode, which uses the Internet
standard mark-up language HTML, is multi-media friendly. EPLUS, a
leading German wireless provider, launched its i-mode service in
March 2002 and consumer response has been very positive due to the
service's ability to transfer adult images. "These are the killer
applications" Thomas Chambers, the CFO of Britain-based mobile phone
software company Symbian told Reuters while viewing exotic images.
EPLUS intends to offer chat room date services that will cater to the
growing interest in community based communication.

A recent technological development in Japan also provides the Company
with another major distribution channel for its business partners. J-
Phone, Japan's second largest wireless carrier with 12.23 million
subscribers, recently introduced a new phone called a SHA-PHONE. A
sha-phone has a camera attached to the phone, which allows its user
to take and send photos. More than 4 million SHA-PHONES have been
sold.

DEMOGRAPHICS

According to a study by the Forrester Group in April 2001, at least
19% of North American Internet users are regular visitors to exotic
content sites.

Our target market of affluent American males between 18 and 45 are
also active consumers. Adult content users outspend the average
Internet consumer by 17 dollars per month. Adult content users are
more likely to buy items such as airline tickets and CDs online as
well.

As mentioned previously, studies indicate that the buying habits of
college students in all developed nations are becoming more Internet
centric. Combine this propensity to spend online with their interest
in exotic products and services and the company's international
markets have enormous potential.

                             Competition

The adult entertainment industry is a major growth engine of the
Internet economy and thus, continues to attract a high level of new
competition.  While hundreds of firms indirectly compete with Exotics
for the online user, firms that compete directly with us for the
online adult classified advertising client, on a national basis, are
very limited.  Our closest competitor is ErosGuide.com

ErosGuide.com

ErosGuide.com offers similar classified advertising services to
Exotics.  However, the graphic user interface is not as intuitive nor
as well designed.  Unlike Exotics, ErosGuide relies on classified
advertising as a single revenue source whereas Exotics has
implemented a multiple revenue steam strategy.  The absence of any
third party advertising in either banner or link formats on their
homepage indicates the ErosGuide site may not have a sufficient user
base to attract advertisers.  Similar to Exotics, the user can access
the classified advertising free of charge and without submitting
personal information.

ErosGuide.com offers advertisement rates that are competitive to
Exotics.com.

ITEM 2.   DESCRIPTION OF PROPERTY.

Exotics.com operates its corporate offices at # 411 - 1200 West
Pender Street, Vancouver B.C., Canada, V6E 2S9.  The Company's
operations are housed at #712 - 7657 Winnetka Ave., Canoga Park
California, 91306. There is a services agreement with St. George
Capital for the corporate office in Vancouver.  Under the terms of
this agreement, St. George Capital Corp. agrees to provide consulting
services and all secretarial, phone answering, copying services to
Exotics as well as provide Exotics with offices fully equipped with a
computer, telephone, long distance telephone, Internet, fax, and
dealing with the Transfer Agent.  In consideration for these
services, Exotics will pay St. George a sum of $12,500 per month, for
the period between March 16, 2001 through November 15, 2001 and
$15,000 per month thereafter plus any and all taxes if applicable.

Since Exotics.com is incorporated in Nevada, it is required to
maintain a resident office in which documents are available. The
resident office is located at Chapman & Flanagan, Ltd., 777 N.
Rainbow Blvd., Suite 390, Las Vegas, Nevada 89107. No activities take
place in the resident office.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  was served on November 20, 2001 by LA Exotics,  LLC,  a
Georgia   limited   company,  Andrew  Maltin,   an   ex-director   of
Exotics.com,  Inc. - DE and an LA Exotics, LLC shareholder,  and  Lea
Hastings   aka  Lea  Conkey,  an  individual  and  LA  Exotics,   LLC
shareholder.   The  lawsuit  names  the  Company  as  a  co-defendant
together  with  Gary  Thomas  aka Gary Vojtesak,  an  ex-director  of
Exotics.com,  Inc.  -  DE  and an LA Exotics,  LLC  shareholder,  and
Klaudia  Jesmanowicz, an employee of Exotics.com, Inc. - DE.  Amongst
other  things, the plaintiffs alleged that the Company together  with
Thomas  and  Jesmanowicz usurped LA Exotics, LLC"s opportunities  for
the  benefit of Thomas and the Company; caused LA Exotics, LLC to pay
or  reimburse Thomas for expenses solely related to the  business  of
the  Company;  caused LA Exotics, LLC 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,  LLC  by intimidation and harassment of its employees.   The
Company  denied  any wrongdoing and was scheduled to  appear  in  Los
Angeles  Superior Court on April 24, 2002, at which time it  intended
to  file  a counterclaim against the plaintiffs.  The plaintiffs  are
seeking  $59,889.08  in specific damages, a temporary  and  permanent
restraining order preventing the defendants from interfering  in  the
business  of  LA Exotics, LLC, and accounting of all LA Exotics,  LLC
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,  LA  Exotics,  LLC
dropped the lawsuit against the Company.

Exotics  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.
Exotics  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.

On  or about July 5, 2001, the staff of the Boston District Office of
the   Securities   and  Exchange  Commission  began   conducting   an
investigation  to  determine whether any violations  of  the  federal
securities laws had occurred.  The investigation conducted by the SEC
is  presently  ongoing and we unable to give an  opinion  as  to  the
probable  outcome of the inquiry.  We have been cooperating with  the
Commission in connection with this inquiry.

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

No such matters were submitted during the most recent quarter.

                               PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                            Market Price

The  Company's common stock was quoted on the over-the-counter market
in  the  United  States under the symbol EXIC. However,  due  to  our
failure  to  file our reports in a timely manner, we  were  de-listed
from the OTCBB. We are currently in the process of becoming compliant
with  both  SEC and NASD Rules and Regulations so that we may  resume
trading on the bulletin board.

The  Company's common stock is considered a "penny stock"  under  the
Commission rules.

Effective  August  11, 1993, the Securities and  Exchange  Commission
adopted  Rule  15g-9, which established the definition  of  a  "penny
stock,"  for purposes relevant to the Company, as any equity security
that  has  a  market price of less than $5.00 per share  or  with  an
exercise  price  of  less than $5.00 per share,  subject  to  certain
exceptions.  For  any  transaction involving a  penny  stock,  unless
exempt,  the  rules require: (i) that a broker or  dealer  approve  a
person's  account  for  transactions in penny stocks;  and  (ii)  the
broker or dealer receive from the investor a written agreement to the
transaction,  setting forth the identity and quantity  of  the  penny
stock  to  be  purchased. In order to approve a person's account  for
transactions  in penny stocks, the broker or dealer must  (i)  obtain
financial information and investment experience and objectives of the
person;   and   (ii)  make  a  reasonable  determination   that   the
transactions  in penny stocks are suitable for that person  and  that
person  has sufficient knowledge and experience in financial  matters
to  be  capable  of  evaluating the risks of  transactions  in  penny
stocks.  The  broker  or  dealer must  also  deliver,  prior  to  any
transaction in a penny stock, a disclosure schedule prepared  by  the
Commission  relating to the penny stock market, which,  in  highlight
form, (i) sets forth the basis on which the broker or dealer made the
suitability  determination;  and  (ii)  that  the  broker  or  dealer
received a signed, written agreement from the investor prior  to  the
transaction.  Disclosure  also has to be  made  about  the  risks  of
investing  in penny stocks in both public offerings and in  secondary
trading, and about commissions payable to both the broker-dealer  and
the  registered representative, current quotations for the securities
and  the  rights and remedies available to an investor  in  cases  of
fraud  in penny stock transactions. Finally, monthly statements  have
to  be  sent disclosing recent price information for the penny  stock
held  in  the account and information on the limited market in  penny
stocks.

The  National  Association of Securities Dealers, Inc. (the  "NASD"),
which  administers NASDAQ, has recently made changes in the  criteria
for  initial listing on the NASDAQ Small Cap market and for continued
listing. For initial listing, a company must have net tangible assets
of  $4 million, market capitalization of $50 million or net income of
$750,000 in the most recently completed fiscal year or in two of  the
last  three fiscal years. For initial listing, the common stock  must
also  have a minimum bid price of $4 per share. In order to  continue
to  be included on NASDAQ, a company must maintain $2,000,000 in  net
tangible  assets and a $1,000,000 market value of its publicly-traded
securities.  In  addition, continued inclusion requires  two  market-
makers and a minimum bid price of $1.00 per share.

Management  intends  to strongly consider undertaking  a  transaction
with  any  merger  or  acquisition candidate  which  will  allow  the
Company's  securities to be traded without the aforesaid limitations.
However, there can be no assurances that, upon a successful merger or
acquisition, the Company will qualify its securities for  listing  on
NASDAQ  or  some other national exchange, or be able to maintain  the
maintenance  criteria  necessary to  insure  continued  listing.  The
failure  of  the  Company to qualify its securities or  to  meet  the
relevant maintenance criteria after such qualification in the  future
may  result  in the discontinuance of the inclusion of the  Company's
securities on a national exchange. In such events, trading,  if  any,
in the Company's securities may then continue in the non-NASDAQ over-
the-counter  market.  As a result, a shareholder  may  find  it  more
difficult to dispose of, or to obtain accurate quotations as  to  the
market value of, the Company's securities.

                              Dividends

The  Registrant has not paid any dividends to date, and has no  plans
to do so in the immediate future.

              Recent Sales of Unregistered Securities.

Please  Note: the shares are represented as post-split shares reflect
the 1:5 reverse split which occurred on November 8, 2001.

On May 30, 2001, Exotics issued 128,175 shares of its common stock at
a  purchase  price of $2.50 per share. These shares  were  issued  in
reliance  on  the  exemptions from registration under  Sections  3(b)
and/or  4(2) of the Securities Act of 1933, and the safe harbor  from
registration provided in Regulation S.

On May 30, 2001, Exotics issued 3,600 shares of its common stock at a
purchase  price of $2.50 per share to an investor. These shares  were
issued pursuant to the exemption provisions of Section 4(2) and  4(6)
and  Regulation  D of the Securities Act of 1933,  and  Rule  506  of
Regulation D.

On  October  4, 2001, Exotics issued 1,083,335 shares of  its  common
stock  to  St. George Capital Corp. for forgiveness of  debt  at  the
conversion  price  of $0.20 per share. These shares  were  issued  in
reliance  on  the  exemptions from registration under  Sections  3(b)
and/or  4(2) of the Securities Act of 1933, and the safe harbor  from
registration provided in Regulation S.

October  23,  2001, Exotics issued an aggregate of 1,911,601  to  PTC
Finance, Ltd. and St. George Capital Corp. for forgiveness of debt at
the  conversion rate of $0.15 per share. These shares were issued  in
reliance  on  the  exemptions from registration under  Sections  3(b)
and/or  4(2) of the Securities Act of 1933, and the safe harbor  from
registration provided in Regulation S.

On  December  28, 2001, Exotics issued 75,000 shares  of  its  common
stock to the current President of Exotics-Delaware for forgiveness of
debt  at the conversion rate of $0.20 per share. Exotics also  issued
100,000  shares  to  an individual for forgiveness  of  debt  at  the
conversion  rate  of  $0.30 per share. These shares  were  issued  in
reliance upon Section 4(2) of the Securities Act of 1933, as amended.

On  December  28, 2001, Exotics issued 300,000 shares as compensation
for services provided to the Company valued at $0.20 per share by the
current President of Exotics-Nevada.  The Company also issued 200,000
shares as compensation for services provided to the Company valued at
$0.20  per share by the current president of Exotics-Delaware.  These
shares  were  issued in reliance upon Section 4(2) of the  Securities
Act of 1933, as amended.

On  December 28, 2001, Exotics issued an aggregate of 191,666  shares
of  its common stock to 4 investors for a purchase price of $0.30 per
share.  These  shares were issued in reliance on the exemptions  from
registration under Sections 3(b) and/or 4(2) of the Securities Act of
1933, and the safe harbor from registration provided in Regulation S.

In  general, under Rule 144 adopted pursuant to the Securities Act of
1933,  a  person  (or  persons whose shares are aggregated)  who  has
satisfied a one year holding period, under certain circumstances, may
sell within any three-month period a number of shares which does  not
exceed  the  greater  of one percent of the then  outstanding  Common
Stock  or  the average weekly trading volume during the four calendar
weeks  prior  to  such  sale. Rule 144 also  permits,  under  certain
circumstances, the sale of shares without any quantity limitation  by
a  person who has satisfied a two-year holding period and who is not,
and  has not been for the preceding three months, an affiliate of the
Company.

ITEM 6.   MANAGEMENT'S   DISCUSSION  AND  ANALYSIS   CONCERNING   ITS
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  registration  statement contains statements that  are  forward-
looking statements within the meaning of the federal securities laws.
These  include statements about our expectations, beliefs, intentions
or  strategies for the future, which we indicate by words or  phrases
such  as  "anticipate," "expect," "intend," "plan," "will," "believe"
and  similar  language. These statements involve  known  and  unknown
risks, including those resulting from economic and market conditions,
the   regulatory   environment  in  which  we  operate,   competitive
activities,  and  other  business  conditions,  and  are  subject  to
uncertainties   and   assumptions  set  forth   elsewhere   in   this
registration statement. Our actual results may differ materially from
results anticipated in these forward-looking statements. We base  our
forward-looking statements on information currently available to  us,
and we assume no obligation to update these statements.

                          General Overview

The Company conducts its operations through its subsidiary,
Exotics.com-Delaware, which provides on-line visual directories of
male oriented entertainment services, banner advertising, and e-
commerce products.

Continuation of the company as a going concern is dependent upon
obtaining the working capital for its business. Management is
aggressively pursuing capital markets to obtain additional funding
through equity injection or long-term debt. This will allow
Exotics.com to fulfill its objective.

Liquidity and Capital Resources

As of December 31, 2001, the Company had cash and cash equivalents of
$2,514.  As of the same date, the Company had total working capital
deficiency of $1,639,666, including a short-term component of
deferred revenue of $25,881.  Deferred revenue represents excess of
cash received from licenses over revenue recognized on license
contracts, and the short-term component represents the amount of this
deferred revenue expected to be recognized over the next twelve
months.  Without the short-term component of deferred revenue,
working capital deficiency would have been $1,613,785 at December 31,
2001.

The Company's operating activities used net cash of $501,609 and
$791,949 in fiscal 2001 and 2000, respectively.  Cash used in fiscal
2001 operations was primarily the result of net loss offset by
increase in accounts payable and in non-cash items, primarily stock
issuance for services and stock issuance costs.  Cash used in fiscal
2000 operations was primarily the result of net loss offset by
increase in accounts payable and in non-cash items, primarily
depreciation.

Net cash used by investing activities was $25,547 and $215,045 in
fiscal 2001 and 2000, respectively.  Investing activities have
consisted primarily of Website development cost.

Net cash provided by financing activities was $529,670 and $994,732
in fiscal 2001 and 2000, respectively.  Proceeds from the sale of
common stock and funds received from the related parties were the
primary source of net cash provided by financing activities.

Results of Operations

The acquisition of Exotics.com-Delaware was completed during the
third quarter of 2001, so its results are reflected in the
consolidated financial statements.

Net revenues during the year ending December 31, 2001 were $519,837,
less cost of sales of $191,725 for a gross profit of $328,112.
Revenues for the comparative year ending December 31, 2000 were
$470,202, less cost of sales of $259,246 for a gross profits of
$210,956.  Current revenue sources consist primarily of fees based on
advertising revenues from each city, and monthly service fees.
Exotics.com-Delaware is currently planning a national advertising
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 year ended December 31, 2001, the operating expenses of
$4,029,810 were comprised of salaries and employee benefits totaling
$312,516, professional and other consulting fees totaling $1,748,042
and general and administrative expenses totaling $778,498, as well as
stock discount expense of $1,026,143 and travel and entertainment
expense of $164,611.  During the year ended December 31, 2000, the
operating expenses of $1,349,854 were comprised of salaries and
employee benefits totaling $591,158, professional and other
consulting fees totaling $333,131 and general and administrative
expenses totaling $425,565.  The increase in operating expenses is
due to a stock discount expense of $1,026,143 and travel and
entertainment expense of $164,611.

Net loss for the year ended December 31, 2001 was $3,947,659 or $1.46
per share.  The net loss for the comparative year ended December 31,
2000 was $1,246,382 or US $0.92 per share.  The increase in net loss
is due to higher professional and consulting fees, as well as stock
discount expense recognized on stock issuance for debt and account
payable.

The following should be read in conjunction with the year end
consolidated financial statements of the Company and related notes
included elsewhere in this report for the period ended December 31,
2001. All statements contained herein (other than historical facts)
including, but not limited to, statements regarding the Company's
future development plans, the Company's ability to generate cash from
its operation, and any losses related thereto, are based upon current
expectations. These statements are forward looking in nature and
involve a number of risks and uncertainties. Actual results may
differ materially from the anticipated results, or other expectation,
expressed in the Company's forward looking statements. Generally, the
words anticipate, believe, estimate, expects, and similar expressions
as they relate to the Company and/or its management, are intended to
identify forward-looking statements. Among the factors that could
cause actual results to differ materially could be the inability of
the Company to obtain additional financing to meet its capital
requirements, needs and general business and economic conditions as
well as technological developments.

Over the past twelve months, Exotics.com has tried to reduce overhead
and to bring its overhead in to line with its revenues. The plan is
working and the Company is confident that it will be accomplished.
The Company is now concentrating its efforts on new product
development, sales and marketing. The Company has increased its
control over operations and technical by implementing strict controls
over the access and use of its servers. The Company is creating
strategic relationships and possible acquisitions with clients and
other complementary businesses in order to provide diversification in
its overall business strategies.

Exotics.com has a very large and loyal user base. The Company is
developing this community in order to provide products and services
that they require. Some of these products are:

     *    Online Chat.

     *    Pharmaceuticals, both prescription and "over the counter"
          or herbal products.

     *    Low cost Internet telecommunications.

     *    Data base capture and management.

     *    MPEG IV downloadable movies.

     *    "Exotics Forum" or post your Exotic story.

     *    Psychic products.

     *    Luxury Guide for cars, boats, homes, and travel services.

Search engine maximization is in the forefront of our future plans.
The Company has hired a technologist to optimize the placement of
Exotics.com on the multitude of directories and search engines on the
Internet. In addition, the Company will continue to build alliances
with other web sites and enter into cross-promotional arrangements to
attract traffic.

The Company is making plans to expand its "City Guide" into the
European and Asian markets. These markets are growing very quickly in
the use of high speed Internet. The Company has already purchased the
domain names for most of the major cities world- wide. This foresight
guarantees the companies ability to move quickly into these major
markets.

                           Growth Strategy

The Company plans to expand its e-commerce services targeted to its
affluent male audience. The Company believes that its audience is
inclined to purchase on-line a wide variety of goods and services,
including consumer electronics, books, music, videos, clothing and
accessories, travel and brokerage services.

The Company is aggressively pursuing revenue sharing, co-branding,
and other opportunities to serve as a comprehensive portal to e-
commerce for its core audience. A major initiative is the provision
of on-line chat, both audio and audio/visual to its many viewers. In
line with this product, Exotics has contracted with a major supplier
of Psychic chat that will be "on sight" early in the second quarter
of 2002.

The corporate sales force of Exotics.com is actively pursuing
corporate advertising.

In summary, this growth plan will allow the Company to move forward
towards its goal of being the largest provider of exotic lifestyles
products.

ITEM 7.   FINANCIAL STATEMENTS.

The  financial statements and supplemental data required by this Item
7  follow the index of financial statements appearing at Item  13  of
this Form 10-KSB.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.

The  Company's principal accountant, Anderson, Anderson & Strong, LLC
was  dismissed as of July 24, 2001. The principal accountant's report
on  the financial statements for the two most recent fiscal years was
modified as to uncertainty that the Company will continue as a  going
concern. The decision to change accountants was approved by the board
of directors.

There  were no disagreements during the registrant's two most  recent
fiscal years and the subsequent interim period through July 24,  2001
(date  of  dismissal) with the former accountant  on  any  matter  of
accounting  principles or practices, financial statement  disclosure,
or  auditing scope or procedure, which would have caused it  to  make
reference  to the subject matter of the disagreement(s) in connection
with this report.

A  new  accountant  has been engaged as the principal  accountant  to
audit  the  issuer's  financial statements.  The  new  accountant  is
Merdinger, Fruchter, Rosen & Co., PC and was engaged as of  July  24,
2001.  Neither the Company nor anyone acting on its behalf  consulted
the new accountant regarding the application of accounting principles
to  a specific completed or contemplated transaction, or the type  of
audit  opinion that might be rendered on the small business  issuer's
financial  statements, as part of the process of deciding as  to  the
accounting, auditing or financial reporting issue.

                              PART III

ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS,  AND   CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS.

Exotics.com, Inc. (Nevada)

The sole member of the Board of Directors of Exotics.com shall serve
until the next annual meeting of the stockholders, or until his
successors have been elected. The officers serve at the pleasure of
the Board of Directors.

There are no agreements for any officer or director to resign at the
request of any other person, and none of the officers or directors
named below are acting on behalf of, or at the direction of, any
other person.

Name and Address          Age   Position             Term
Firoz Jinnah              50    President/Secretary/ Since May 2001
                                Treasurer/Director

Firoz Jinnah

Firoz Jinnah is currently the sole officer and director of the
Company. From 1999 to present has been General Manager of St. George
Capital Corp., a company involved in venture capital funding and
consulting services.  From 1997-1998, he was General Manager of Salt
Spring Island Village Resorts, a company involved in building and
running a world class resort in British Columbia. From 1992 to 1996,
he was the General manager of Jet Set Sam, a company involved in the
retail and gift sales of fish and food products. From 1986 to 1991,
he was the General manager of Eastwood Furniture Company, a company
involved in the wholesale sales of imported ready to assemble
furniture.

Exotics.com, Inc. (Delaware)

Ingo Mueller, Director

Mr. Mueller has an extensive background in both funding and operating
small and medium size businesses.  In 1995, Mr. Mueller co-founded
St. George Capital Corp., a Canadian venture capital firm.  The
company reviews and analyzes the investment potential of proposed
business ventures. The Company advises on or commits the capital to
fund the initial entry into the marketplace while extending the
expertise to maximize their chance for success.  Should a client go
public, the company then works with the client to provide
comprehensive management consulting services in all areas of the
public company process.

From 1993 to 1995, Mr. Mueller was the Chief Financial Officer for
Infotag Systems Inc., a German based radio frequency identification
developer where he was responsible for developing the company's
funding model and eventual first round seed monies.  From 1989 to
1993 Mr. Mueller was the founder of Boss Industries, Inc. a
manufacturer of health and beauty aids which he sold to the Metrin
Group of Companies in 1991.  He became the Executive Vice President
of the Metrin Group of companies and was responsible for the
international operations of the Group.

Barry Duggan, CEO and Director

Mr. Duggan, a Certified General Accountant, has a strong corporate
and entrepreneurial background over the past twenty years. From 1997
through 2001, prior to joining Exotics, Mr. Duggan was President and
a Director of Stockscape.com Inc., a financial information website.
Prior to Stockscape, Mr. Duggan was President and a Director of Novus
Telecom Group Inc. a "bundler" of telecommunications, cable
television, and Internet products for the Multiple Dwelling Unit
(high rise apartment) market place. Prior to these companies Mr.
Duggan spent twenty years in the Television Broadcasting business. He
was President of BCTV, a CTV network station in Vancouver; President
and CEO of ITV, Studio Post and Transfer Ltd., and Apple Box
Productions in Edmonton Alberta; and Executive Vice-President of CKVU
Television in Vancouver. Prior to the television business, Mr. Duggan
was a senior Manager of Tubeco Industries Inc. of Vancouver B.C.

Muhamed Masic, Chief Technology Officer

Mr. Masic is an electrical engineer and is the company's
communications network specialist. He has managed the back end
operations of numerous financial and Internet firms and consulted for
such international organizations as the United Nations High
Commissioner for Refugees (UNHCR) and Doctors Without Borders. Mr.
Masic, educated in Europe and Canada, is responsible for establishing
technical strategies and policies that will enable the Company to
maintain its competitive position in the marketplace.

Klaudia Jesmanowicz, VP of Corporate Development

Ms. Jesmanowicz has over 8 years of experience in sales, marketing,
website development and strategic planning. In 1995, Jesmanowicz
founded HealthyWay, a consulting and marketing company, which engaged
in the organization of public fairs and conventions. Jesmanowicz's
duties consisted of event planning, acquiring advertisers, sponsors,
and affiliates as well as overseeing the entire production process.
Prior to her engagement in Exotics.com, Jesmanowicz taught higher
Mathematics and Statistics at the University of California, Santa
Barbara, with an emphasis on developing new techniques in teaching
mathematics for Social Sciences. Jesmanowicz received her Bachelor of
Arts in Mathematics and Statistics from the University of Nebraska,
Lincoln.

BOARD OF ADVISORS

The Company has put together a Board of Advisors to help guide the
Company through this rapid expansion phase. Additional advisors will
be added over time as the need arises.

Gyle Graham, International Business Development

Mr. Graham has over 20 years of international business development
experience in such diverse market sectors as telecommunications,
manufacturing, pharmaceuticals and direct marketing. Educated in
Japan and Canada, Mr. Graham has worked in several different
international markets such as Japan, Mexico and Malaysia. Mr. Graham
currently provides business development consulting to several US,
Canadian and international firms.

Charles M. Davis, Internet Strategist

Mr. Davis has senior management experience in the automotive,
consumer electronics and high tech industries. Mr. Davis developed
successful business strategies for such firms as Roland Corporation,
Daewoo International, American Int'l Buyer's Association and Aeolian
Corporation, Inc. Currently Mr. Davis is General Manager of
DrivingAmerica.com, Inc.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), requires that the Company's officers and
directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, file reports of
ownership and changes of ownership with the SEC. Officers, directors
and greater than ten percent (10%) shareholders are required by SEC
regulation to furnish the Company with copies of all such reports
they file.

Based solely on its review of the copies of such reports received by
the Company, and on written representations by the Company's officers
and directors regarding their compliance with the applicable
reporting requirements under Section 16(a) of the Exchange Act, the
Company believes that, with respect to its fiscal year ended December
31, 2001, the Company's officers and directors and all of the persons
known to the Company to own more than ten percent (10%) of the
Company's Common Stock, either failed to file, on a timely basis, or
have yet to file the required beneficial ownership reports with the
SEC.

ITEM 10.  EXECUTIVE COMPENSATION

<Table>

         <C>     <c>      <C>    <c>      <c>      <c>       <c>       <c>
                     Summary Compensation Table
          -------------------------------------------
                    Annual compensation      Long term compensation
               ---------------------------   ----------------------------------
                                             Awards              Payouts
Name and       Year  Salary  Bonus  Other    Restrict  Securit   LTIP      All
Position             ($)     ($)    Annual   ed Stock  ies       Payouts   other
                                    Comp.    Awards    underly   ($)       Comp.
                                    (1)      ($)       ing                 ($)
                                                       options
                                                       / SARs
                                                       (#)
------------  ----- ------- ------- -------- -------- --------- --------- -------
Firoz Jinnah,  2001                  $60,000
Sole Officer
and
Director
------------  ----- ------- ------- -------- -------- --------- --------- -------
Barry Duggan,  2001                  $40,000
President of
Exotics-DE
</Table>

(1)  The sole officer and director of Exotics received 300,000 shares
of  the  Company's  common  stock, valued at  $0.20  per  share,  for
services rendered to the Company.  Exotics also issued 200,000 shares
of  the  Company's common stock, valued at $0.20 per share, to  Barry
Duggan,  the  President of Exotics-DE in consideration  for  services
rendered to the Company.

There is no written agreement for compensation.  They have agreed  to
act  without compensation until authorized by the Board of Directors.
As  of  the  date of this report, the Company has no immediate  funds
available  to  pay  directors. Further, none  of  the  directors  are
accruing any compensation.

ITEM 11.  SECURITY   OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS   AND
          MANAGEMENT.

The following table sets forth each person known to us, as of July
22, 2002, to be a beneficial owner of five percent (5%) or more of
Exotics' outstanding common stock, each officer and director
individually, and all executive officers and directors as a group.
No other class of voting securities is outstanding.  Each person is
believed to have sole voting and investment power over the shares.
Except as noted, each person has sole voting and investment power
with respect to the shares shown.

Beneficial  Holdings  of Owners of 5% or more  the  Company's  common
stock:

Title of Class    Name/Address              Shares         Percentage
                  of Owner                  Beneficially   Ownership
                                            Owned
Common            Gary Thomas               1,251,465      15.84%

Common            PTC Finance               840,862        10.64%
                  Principle:  Adrian
                  Crosby-Jones

Common            Ingo Mueller (1)          1,602,459      20.29%

Common            Total ownership of        3,694,786      46.77%
                  owners of 5% or more

Beneficial   Holdings  of  Officer  and  Directors  of   the   Nevada
corporation of Exotics.com, Inc.:

Title of Class    Name/Address              Shares         Percentage
                  of Owner                  Beneficially   Ownership
                                            Owned

Common            Firoz Jinnah                502,000         6.35%

Common            Total ownership of          502,000         6.35%
                  officers and directors
                  (1 individual)

Beneficial  Holdings  of the Officer and Directors  of  the  Delaware
corporation:

Title of Class    Name/Address              Shares         Percentage
                  of Owner                  Beneficially   Ownership
                                            Owned
Common            Ingo Mueller (1)           1,602,459        20.29%

Common            Barry Duggan                 275,000         3.48%
Common            Total ownership of         1,877,459        20.28%
                  officers and directors
                  of DE corp.

-----------------------------------------
(1) Includes (i) 16,600 shares of the Company's common stock held  by
Mr.  Mueller; (ii) 9,295 shares held by Mr. Mueller's spouse, Milena;
and  (iii)  1,576,564  shares held by St.  George  Capital  Corp.,  a
company controlled by Mr. Mueller.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

St. George Capital Corp., is a company controlled by Ingo Mueller, an
officer and director Exotics-DE.  St. George also provides the
corporate office space for Exotics.  There is a services agreement
between St. George and Exotics.  Under the terms of this agreement,
St. George Capital Corp. agrees to provide consulting services and
all secretarial, phone answering, copying services to Exotics as well
as provide Exotics with offices fully equipped with a computer,
telephone, long distance telephone, Internet, fax, and dealing with
the Transfer Agent.  In consideration for these services, Exotics
will pay St. George a sum of $12,500 per month, for the period
between March 16, 2001 through November 15, 2001 and $15,000 per
month thereafter plus any and all taxes if applicable. During the
year ended December 31, 2001, Exotics incurred expenses totaling
$118,750 relating to the Services Agreement with St. George Capital.
Also, Exotics incurred $18,000 for other services provided by St.
George Capital.

As of December 31, 2001, Exotics.com owed Gary Thomas, a former
officer and current shareholder of Exotics-NV $406,745 for consulting
fees.  Exotics converted $150,000 of this amount to a note bearing a
rate of 12% per annum, due upon demand.

As of December 31, 2001, Exotics owed Firoz Jinnah, the current
officer and director of Exotic-NV, $2,051.90 for various services
provided on behalf of the Company.

As of December 31, 2001, Exotics owed Barry Duggan, the current
President and Director of Exotics-DE, $7,000 for various services
provided on behalf of the Company.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

                  EXOTICS.COM, INC. AND SUBSIDIARY
                  CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

                                INDEX


                                                                PAGE

INDEPENDENT AUDITORS' REPORT                                     1

CONSOLIDATED BALANCE SHEETS                                      2

CONSOLIDATED STATEMENTS OF OPERATIONS                            3

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY               4

CONSOLIDATED STATEMENTS OF CASH FLOWS                          5 - 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                    7 - 27









                    INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS OF
EXOTICS.COM, INC.

We  have  audited the accompanying consolidated balance  sheets  of
Exotics.com, Inc. and Subsidiary as of December 31, 2001 and  2000,
and  the related statements of operations, stockholders' deficiency
and  cash  flows  for  the  years then ended.   These  consolidated
financials  statements  are  the responsibility  of  the  Company's
management.  Our responsibility is to express an opinion  on  these
consolidated financial statements based on our audits.

We  conducted  our  audits  in accordance with  auditing  standards
generally  accepted  in  the  United  States  of  America.    Those
standards  require that we plan and perform the  audits  to  obtain
reasonable  assurance  about  whether  the  consolidated  financial
statements  are  free of material misstatement.  An audit  includes
examining,  on  a test basis, evidence supporting the  amounts  and
disclosures  in  the consolidated financial statements.   An  audit
also   includes  assessing  the  accounting  principles  used   and
significant estimates made by management, as well as evaluating the
overall  financial  statement presentation.  We  believe  that  our
audits provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred  to
above  present  fairly,  in all material  respects,  the  financial
position  of  Exotics.com, Inc. and Subsidiary. as of December  31,
2001  and 2000, and the consolidated results of its operations  and
its  cash  flows  for  the  years then  ended  in  conformity  with
accounting  principles generally accepted in the United  States  of
America.

The   accompanying  consolidated  financial  statements  have  been
prepared  assuming  that  the Company  will  continue  as  a  going
concern.   As  discussed in Note 3 to the accompanying consolidated
financial  statements, the Company has incurred substantial  losses
from  operations and has a working capital deficiency, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in
Note 3.  These consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                         MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
                         Certified Public Accountants

Los Angeles, California
June 28, 2002

                  EXOTICS.COM, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS
<Table>

                                              <c>          <c>
                                                       December 31,
                                                       ------------
                                                     2001         2000
                                                  ---------     ---------
    ASSETS
CURRENT ASSETS
  Cash and cash equivalents                         $ 2,514         $    -
  Accounts receivable, net of allowance for
doubtful accounts of $15,598 and $36,911             27,500         85,650
                                                  ---------      ---------
     Total current assets                            30,014         85,650

PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $15,034 and $6,982                   15,889         21,973

WEBSITE DEVELOPMENT COSTS, net                       50,000        365,164

OTHER ASSETS                                              -         34,794
                                                  ---------      ---------
    TOTAL ASSETS                                  $  95,903      $ 507,581
                                                  =========      =========
     LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
  Bank overdraft                                     $    -      $  50,328
  Accounts payable and accrued expense              882,424        532,509
  Capitalized leases payable                         19,450         10,214
  Deferred revenue                                   25,881         25,881
  Note payable                                      100,000        100,000
  Notes payable - related parties                   150,000        448,824
  Due to related parties                            491,925        348,930
                                                  ---------      ---------
    Total current liabilities                     1,669,680      1,516,686

  Deferred revenue, long-term                       155,283        181,164

  Capitalized leases, long-term                           -          9,237
                                                  ---------      ---------
   Total liabilities                              1,824,963      1,707,087
                                                  ---------      ---------
Commitments and Contingencies (Note 9)                    -              -
Minority Interest                                         -              -
STOCKHOLDERS' DEFICIENCY
  Common stock, $0.001 par value; 20,000,000
shares
   authorized; 7,809,837 and 1,385,661 shares
   issued and outstanding                             7,810          1,386
  Common stock to be issued; 21,256 shares
 (see Notes 1, 2 and 10)                                 21             21
  Additional paid-in capital                      4,263,731        852,050
  Accumulated deficit                           (6,000,622)    (2,052,963)
                                                 ----------    -----------
      Total stockholders' deficiency            (1,729,060)    (1,199,506)
                                                 ----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY   $   95,903      $ 507,581
                                                 ==========    ===========
</Table>

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

                                - 2 -

                  EXOTICS.COM, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS





<Table>

                                       <c>            <c>
                                               For the Year Ended
                                                  December 31,
                                                ---------------
                                               2001           2000
                                             --------      ---------

REVENUE, net                                $  519,837     $  470,202

COST OF SALES                                  191,725        259,246
                                            ----------    -----------
GROSS PROFIT                                   328,112        210,956
                                            ----------    -----------
OPERATING EXPENSES
  Salaries and employee benefits               312,516        591,158
  Professional and other consulting fees     1,748,042        333,131
  Stock discount expense                     1,026,143              -
  Travel and entertainment expense             164,611
  Other general and administrative expenses    778,498        425,565
                                            ----------    -----------
  Total operating expenses                   4,029,810      1,349,854
                                            ----------    -----------

LOSS FROM OPERATIONS                       (3,701,698)    (1,138,898)
                                            ----------    -----------
OTHER INCOME (EXPENSE)
  Interest expense                            (59,435)       (98,815)
  Impairment expense                         (241,593)              -
  Other income                                  55,067        (8,669)
                                            ----------    -----------
    Total other income (expense)             (245,961)      (107,484)
                                            ----------    -----------
LOSS BEFORE PROVISION
 FOR INCOME TAXES                          (3,947,659)    (1,246,382)

PROVISION FOR INCOME TAXES                           -              -
                                           -----------    -----------
NET LOSS                                  $(3,947,659)   $(1,246,382)
                                           ===========    ===========
NET LOSS PER COMMON SHARE
  Basic and diluted                            $(1.46)        $(0.92)
                                           ===========    ===========
</Table>






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

                                - 3 -


                        EXOTICS.COM, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
<Table>

                                <c>           <c>            <c>         <c>         <c>          <c>              <c>
                                                                 Common Stock to be
                                          Common Stock                 Issued         Additional                       Total
                                           -----------             -------------       Paid-in      Accumulated    Stockholders'
                                      Shares         Amount      Shares     Amount     Capital        Deficit       Deficiency
                                     --------        -----        ----      -------    -------        -------      ------------
Balance at January 1, 2000
 adjusted to reflect
 outstanding shares of
 Exotics Nevada and stock split
 (see Notes 1, 2 and 10)             1,303,733         $ 1,304          -     $    -     $387,973      $(806,581)     $(417,304)

Issuance of common stock for cash       53,099              53     21,256         21      515,676               -        515,750

Offering costs                               -               -          -          -     (51,570)               -       (51,570)

Issuance of common stock for
 offering costs                         28,829              29          -          -         (29)               -              -

Net loss                                     -               -          -          -            -     (1,246,382)    (1,246,382)
                                     ---------         -------     ------    -------    ---------    ------------   ------------
Balance at December 31, 2000         1,385,661           1,386     21,256         21      852,050     (2,052,963)    (1,199,506)

Acquisition of net assets of
 Hard Rock Mines, Inc.
 (see Note 2)                        1,627,400           1,627          -          -      (3,327)               -        (1,700)

Issuance of common stock for cash      323,441             324          -          -      386,612               -        386,936

Issuance of common stock
 in settlement of payables           1,296,744           1,297          -          -      690,378               -        691,675


Issuance of common stock in
 settlement of debt - related        1,873,191           1,873          -          -      894,301               -        896,174
party


Issuance of common stock
 for legal services                     55,000              55          -          -      509,445               -        509,500

Issuance of common stock for
 consulting services and             1,248,400           1,248          -          -      934,272               -        935,520
compensation

Net loss                                     -               -          -          -            -     (3,947,659)    (3,947,659)
                                     ---------         -------     ------    -------   ----------    ------------   ------------
Balance at December 31, 2001         7,809,837         $ 7,810     21,256      $  21   $4,263,731    $(6,000,622)   $(1,729,060)
                                     =========         =======     ======    =======   ==========    ============   ============
</Table>
The accompanying notes are an integral part of these consolidated financial
statements.


                                                   -4-


                EXOTICS.COM, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>

                                            <c>            <c>
                                                    For the Year Ended
                                                       December 31,
                                                       ------------
                                                    2001          2000
                                                  -------        -------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                     $(3,947,659)    $(1,246,382)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation and amortization                   105,202          83,905
    Impairment expense                              241,593               -
    Website development costs                             -       (108,000)
    Bad debt expense                               (31,313)        (13,371)
    Issuance of common stock for services         1,445,020               -
    Stock issuance cost                           1,026,143               -
  Changes in certain assets and liabilities:
    Accounts receivable                              89,463          25,304
    Other assets                                     34,794            (15)
    Accounts payable and accrued expenses           561,029         492,490
    Deferred revenue                               (25,881)        (25,880)
                                               ------------    ------------
Net cash used in operating activities             (501,609)       (791,949)
                                               ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                (1,968)               -
  Website development costs                        (23,579)       (215,045)
                                               ------------    ------------
Net cash used in operating activities              (25,547)       (215,045)
                                               ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Decrease) increase in bank overdraft            (50,328)          50,328
  Net increase in due to related party              193,062         507,055
  Capital lease payable, net of payments                  -         (7,088)
  Decrease in notes payable                               -        (19,743)
  Issuance of common stock for cash                 386,936         515,750
  Offering costs                                          -        (51,570)
                                               ------------    ------------
Net cash provided by financial activities           529,670         994,732
                                               ------------    ------------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                          2,514    (    12,262)

CASH AND CASH EQUIVALENTS - BEGINNING                     -          12,262
                                               ------------    ------------
CASH AND CASH EQUIVALENTS - ENDING                 $  2,514            $  -
                                               ============    ============
</Table>


The accompanying notes are an integral part of these consolidated
financial statements.
                              - 5 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE YEAR
  Interest expense                   $     -       $     -
                                     =======       =======
  Income taxes                       $     -       $     -
                                     =======       =======

NON-CASH FINANCING ACTIVITY

For the Year Ended December 31, 2001

  *    The  Company  issued  1,873,191  shares  of  common  stock  to
       satisfy   promissory  notes  to  a  related  parties  totaling
       $216,667  and  $132,225,  including  accrued  interest.    The
       Company   incurred  stock  discount  costs  totaling  $547,282
       relating  to the issuance of the common stock below  its  fair
       market value.

  *    The  Company  issued  1,296,744  shares  of  common  stock  to
       satisfy  various  payables  totaling  $212,811.   The  Company
       incurred  stock discount costs totaling $478,861  relating  to
       the issuance of the common stock below its fair market value.

  *    On  July  10,  2001, Hardrock entered into  a  share  exchange
       agreement with Exotics Delaware (see Notes 1 and 2).

For the Year Ended December 31, 2000

  *    During  the year ended December 31, 2000, the Company incurred
       offering  costs totaling $198,000 relating to the issuance  of
       557,663  shares  of common stock.  These costs  were  paid  by
       issuing 28,829 shares of the Company's common stock.















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

                                - 6 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
	 ---------------------
         The  accompanying consolidated financial statements  include
         the  accounts of Exotics.com, Inc. (the "Company"), formerly
         known  as Hard Rock Mines, Inc. ("Hardrock") organized under
         the  laws  of the State of Nevada on June 14, 1982  and  its
         subsidiary,    Exotics.com,   Inc.   ("Exotics   Delaware"),
         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 2).  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 2, 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.

          This transaction has been accounted for in the consolidated
         financial statements as a reverse acquisition.  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;   therefore,   these   consolidated
         financial  statements  represent a continuation  of  Exotics
         Delaware, not Hardrock.

         Line of Business
	 ----------------
         The  Company  has one operating business segment,  an  adult
         entertainment  and exotic-related service on  the  internet.
         The  Company  is  developing a website which  shall  provide
         luxury  goods and services through 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.


                                - 7 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Reclassifications
          -----------------
          In   order   to  facilitate  the  comparison  of  financial
          information, certain amounts reported in prior  years  have
          been   reclassified  to  conform  with  the  current   year
          presentation.

          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 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
         and  notes  payable, and related party payables approximates
         fair  value  due to the relatively short maturity  of  these
         instruments.





                                - 8 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          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.

          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.   As  of
         December  31, 2001, the Company determined an impairment  of
         the   website  development  costs  had  occurred   and   has
         recognized  an  impairment  expense  of  $241,593   in   the
         accompanying consolidated statement of operations.

          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
         other,  general and administrative expenses.  For the  years
         ended  December  31,  2001  and  2000,  advertising  expense
         amounted to $22,656 and $15,919, respectively.

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





                                - 9-



                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          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 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.

          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.  As of December 31, 2001 and  2000,  the
         Company has 136,720 and 204,107 potentially dilutive  common
         shares,  respectively, that are not included in diluted  LPS
         (see Notes 11 and 12).

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

                                         December 31,
                                        --------------
                                     2001             2000
                                    ------           ------
         Basic and diluted        2,700,368         1,350,000
                                  =========         =========
                               - 10 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          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  December  31, 2001 and 2000, the Company  has  no  items
         that represent comprehensive income and, therefore, has  not
         included   a  schedule  of  comprehensive  income   in   the
         consolidated 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 determined that there  is
         only  one  reportable segment as of December  31,  2001  and
         2000.

          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  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  its  impact,
         if  any,  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.


                               - 11 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Recent Accounting Pronouncements (continued)
          -------------------------------------------
          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.

NOTE 2 -  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, 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 or 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 totaling 21,256  or  106,280
         pre-reverse  stock  split  shares  relating  to  the   share
         exchange agreement.

         This  transaction has been accounted for in the consolidated
         financial statements as a reverse acquisition.  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;   therefore,   these   consolidated
         financial  statements  represent a continuation  of  Exotics
         Delaware,   not  Hardrock.   Consequently,  the  comparative
         figures   are  those  of  Exotics  Delaware.   Because   the
         historical  financial  statements  are  presented  in   this
         manner, proforma financial statements are not required.






                               - 12 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 2 -  CORPORATE REORGANIZATION AND MERGER (Continued)

         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 (the "Effective  Date").
         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 totaling $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
         the Effective Date.

NOTE 3 -  GOING CONCERN

         The  accompanying  consolidated  financial  statements  have
         been  prepared  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  December 31, 2001, the Company has a working capital
         deficit  of  $1,639,666 and has incurred substantial  losses
         for  the  years  ended December 31, 2001 and 2000,  totaling
         $3,947,659  and  $1,246,382, respectively.  The  Company  is
         also  the  subject of a formal review by the Securities  and
         Exchange  Commission and, subsequent to December  31,  2001,
         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. The Company is also involved  in
         litigation regarding its website (see Note 9).

         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 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.   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.


                               - 13 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 3 -  GOING CONCERN (Continued)

         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 in existence:

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

          *    The  Company  is currently co-operating with  the  SEC
               regarding their review.  The Company does not  foresee
               any negative effect in regards to this review.

          *    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.

NOTE 4 -  RELATED PARTY TRANSACTIONS

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

          Due to Related Parties
          ----------------------

                                               December 31,
                                               ------------
                                            2001          2000
                                           -------       ------
          (a) Due to shareholder         $  150,000     $  149,700
          (b) Due to former shareholder     149,700        149,700
          (c) Due to shareholder            256,754         49,530
          (d) St. George Capital Corp.            -        333,824
          (e) St. George Capital Corp.       59,714              -
          (f) Due to PTC Financial                -        115,000
          (g) Other                          25,757              -
                                         ----------     ----------
          Total Due to Related              641,925        797,754
          Parties
          Less:  Notes Payable -
            Related Parties               (150,000)      (448,824)
          Due to Related Parties,        ----------     ----------
            Net of Notes Payable         $  491,925     $  348,930
                                         ==========     ==========

                               - 14 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 4 -  RELATED PARTY TRANSACTIONS (Continued)

         a)   As  of  December 31, 2001 and 2000, the Company  had  a
               payable  due  to  a shareholder and officer,  totaling
               $150,000  and  $149,700, respectively.  These  amounts
               represent accrued consulting fees owed by the  Company
               to  the  shareholder.  As of December  31,  2001,  the
               Company  converted  this payable  to  a  note  bearing
               interest  at  the  rate of 12%  per  annum,  due  upon
               demand.

         b)   As  of  December 31, 2001 and 2000, the Company  had  a
               payable due to a former shareholder totaling $149,700,
               respectively,  which  is  non-interest   bearing   and
               payable  upon demand.  These amounts represent accrued
               consulting  fees  owed by the Company  to  the  former
               shareholder.

         c)   As  of  December 31, 2001 and 2000, the Company  had  a
               payable  to  a shareholder and officer of the  Company
               totaling  $256,754 and $49,530 relating to  consulting
               fees  and advances for working capital purposes.  This
               payable is non-interest bearing and due upon demand.

         d)   As  of December 31, 2000, the Company had a payable due
               to   St.  George  Capital  Corp.  ("St.  George"),   a
               shareholder, totaling $333,824.

               This payable represented advances drawn on an eighteen
               month Master Promissory Note ("the Master Note").  The
               Note  allowed  the  Company  to  draw  a  maximum   of
               $400,000,  bearing interest at the  rate  of  12%  per
               annum, with interest and principal due on October  31,
               2001.   On  December  1, 2000, the Company  refinanced
               $200,000 of this note to bear interest at the rate  of
               10%  per annum, with interest and principal due on May
               31, 2001 ("Secondary Note").  As consideration for the
               refinancing, the Company pledged its URL domain  name,
               trademark  names, all unsecured assets and all  leases
               and contracts between the Company and its clients.  As
               of  December 31, 2000, the Company still had  $133,824
               due to St. George relating to the Master Note.

               As of December 31, 2001, the Master Note was repaid.

               During  October 2001, the Company issued 1,083,335  or
               5,416,675  pre  reverse stock split shares  of  common
               stock to satisfy the secondary note totaling $216,667,
               including accrued interest (see Note 10).

         e)   As  of December 31, 2001, the Company has an additional
               payable  to  St. George totaling $59,714  relating  to
               various  consulting  and commissions  which  are  non-
               interest bearing and due upon demand.



                               - 15 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 4 -  RELATED PARTY TRANSACTIONS (Continued)

         g)   As  of December 31, 2000, the Company had a payable due
               to  PTC Finance Ltd. ("PTC") totaling $115,000.   This
               payable represents advances drawn on a Promissory Note
               ("Note II").  Note II allows for the Company to draw a
               maximum  of $200,000, bearing interest at the rate  of
               12%  per  annum,  with interest and principal  due  on
               October  31,  2001.  During October 2001, the  Company
               issued 789,856 or (3,949,279 pre reverse) stock  split
               shares  of  common stock to settle the PTC  promissory
               note totaling $132,225 including accrued interest (see
               Note 10).

         f)   As  of  December 31, 2001, various shareholders of  the
               Company advanced $25,757 for working capital purposes.
               These  advances are non-interest bearing and due  upon
               demand.

         The   following  summarizes  other  material  related  party
         transactions:

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

         b)   New  York  and London Exotics are owned by a member  of
               Red  Rock,  LLC ("Red Rock") a shareholder of  Exotics
               Delaware.  As of December 31, 2001, Mr. Scott  London,
               a  member  of  Red  Rock, was a  Director  of  Exotics
               Delaware.

          Other Related Party/Other Income
          --------------------------------
         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  date  May  1,  2000.  The Company had  no  cost  basis
         control or revenue from EAWN.

         Payments to Related Party
         -------------------------
         During  the  year ended December 31, 2001, the Company  made
         payments   to  the  related  party  totaling  $136,750   for
         consulting  services performed (see Note  9  for  Consulting
         Service Agreement).

NOTE 5 -  PROPERTY AND EQUIPMENT

         Property and equipment is summarized as follows:


                                                 December 31,
                                                --------------
                                              2001          2000
                                             -------      --------
          Computer and other Equipment     $  30,923        $  28,955
          Less: Accumulated Depreciation   ( 15,034)        (  6,982)
                                           ---------        ---------
          Property and Equipment, net      $  15,889        $  21,973
                                           =========        =========

         Depreciation expense for the years ended December  31,  2001
         and 2000 was $8,052 and $5,791, respectively.

                               - 16 -



                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 5 -  PROPERTY AND EQUIPMENT (Continued)

         As  of  December  31,  2001,  the  Company  has  $28,955  of
         equipment at costunder capital leases with a net book  value
         of $21,958.

NOTE 6 -  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:

                                                   December 31,
                                                   -------------
                                                2001          2000
                                              --------      --------
          Website Development Costs          $  497,231      $  473,652
          Less:  Accumulated Amortization     (205,638)       (108,488)
                                             ----------      ----------
                                                291,593         365,164
          Impairment Expense                  (241,593)               -
                                             ----------      ----------
          Website Development Costs, net      $  50,000      $  365,164
                                             ==========      ==========

         Amortization expense for the years ended December  31,  2001
         and 2000 was $97,150 and $78,114, respectively.

         As   of  December  31,  2001,  the  Company  determined   an
         impairment  of  the website development costs had  occurred.
         As  discussed  in  Note  1, the Company  has  recognized  an
         impairment   expense   of  $241,593  in   the   accompanying
         consolidated statement of operations.

NOTE 7 -  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  of December 31, 1999, the Company collected license fees
         relating  to  these rights totaling $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  during  the
         years ended December 31, 2001 and 2000.  As of December  31,
         2001  and  2000, the Company had deferred revenue  remaining
         totaling  $181,164  and  $207,045,  respectively,  of  which
         $25,881 was current.

                               - 17 -



                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 8 -  NOTE PAYABLE

          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 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  E.  S.  Crist  and  Venture  Bridge   L.P.
          ("Venture") whereby the note payable to Christ 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 11).

          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 of December 31, 2001  and
          2000,  this  note is in default.  The Company  has  accrued
          interest  totaling $19,300, which is included  in  accounts
          payable and accrued expenses.

NOTE 9 -  COMMITMENTS AND CONTINGENCIES

         The  Company  has no future minimum annual aggregate  rental
         payments  required under operating leases that have  initial
         or  remaining  non-cancelable lease terms in excess  of  one
         year.

         Rent  expense  under  operating leases for  the  year  ended
         December  31,  2001  and  2000  was  $57,174  and  $126,376,
         respectively.

         The  Company  is  obligated under  capital  leases  totaling
         $19,450  as of December 31, 2001; the payment terms  are  in
         default.


                               - 18 -



                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 9 -  COMMITMENTS AND CONTINGENCIES (Continued)

         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.   As  of December 31, 2001, the  Company  deemed
         this  agreement  canceled  and  subsequently  canceled   the
         shares.

         The  Company  is  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  names
         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
         allege   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  and  is filing a counterclaim  against  the
         plaintiffs.  The plaintiffs are seeking $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.

         URL (Uniform Resource Locators) Dispute
         ---------------------------------------
         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 no liens or encumbrances
         on such assets nor has any asset been pledged.

         SEC Inquiry
         -----------
         The  Company  is  subject to an informal  inquiry  from  the
         United  States Securities and Exchange Commission   ("SEC").
         The  Company is in the process of investigating this inquiry
         and  does not believe it will have a material effect on  the
         Company.

         Consulting Service Agreement
         ----------------------------
         The  Company  has entered into a Consulting 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 $12,500 to St.  George  for  the
         period  March  16,  2001  through  November  15,  2001,  and
         $15,000 through March 15, 2003.

                               - 19 -



                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 10 - COMMON STOCK

          Common stock
          ------------
         As  of December 31, 2001, the aggregate number of shares  of
         common  stock  that the Company has authority  to  issue  is
         20,000,000 shares at a par value of $0.001.  As of  December
         31,  2001  and  2000,  7,809,837 and 1,385,661  shares  were
         issued and outstanding.

          Common stock to be issued
          -------------------------
         As  of  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 totaling 21,256  (106,280  pre-
         reverse  stock split) shares relating to the share  exchange
         agreement.

          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, changes from EXTS to EXIC.

          Issuances of common stock relating to reverse merger
          ----------------------------------------------------
         As  discussed in Notes 1 and 2, 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 totaling  21,256
         (106,280  pre-reverse stock split) shares  relating  to  the
         merger.

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

         b)   During   December  2001,  the  Company  issued  191,666
               shares of common stock for cash of $57,500.

         c)   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 of 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.

                               - 20 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000


NOTE 10 - COMMON STOCK (Continued)

          Issuances of common stock for legal services
          --------------------------------------------
         a)   During  June  2001, the Company issued 30,000  (150,000
               pre reverse stock split) shares, with a fair value  of
               $499,500, for legal services.

         b)   During  Decmber 2001, the Company issued 25,000  shares
               of  common  stock, with a fair market  value  totaling
               $10,000 for legal services.

          Issuances  of  common  stock for  consulting  services  and
          -----------------------------------------------------------
          compensation
          ------------
         a)   During  June 2001, the Company issued 100,000  (500,000
               pre-reverse stock split) shares of common stock with a
               fair   market  value  of  $1,500,000,  for  consulting
               services   (see   Note   9).    This   agreement   was
               subsequently   terminated  and   these   shares   were
               cancelled.

         b)   During  June  2001, the Company issued 20,000  (100,000
               pre-reverse stock split) shares of common stock,  with
               a  fair  market  value  of  $277,000,  for  consulting
               services.

         c)   During   October   2001,  the  Company  issued   78,400
               (392,000  pre-reverse stock split)  shares  of  common
               stock,  with  a  fair  market value  of  $23,520,  for
               consulting services.

         d)   During   December  2001,  the  Company  issued  650,000
               shares  of common stock, with a fair market  value  of
               $260,000, for consulting services.

         e)   During   December  2001,  the  Company  issued  500,000
               shares  of common stock, with a fair market  value  of
               $375,000, as compensation to an officer and employees.
               The Company recognized stock discount expense totaling
               $275,000 relating to the issuance.

          Issuances of common stock for conversion of debt
          ------------------------------------------------
         a)   During  October  2001,  the  Company  issued  1,083,335
               (5,416,675 pre-reverse stock split) shares  of  common
               stock,  with  a  fair market value  of  $487,500,   to
               satisfy  a  promissory  note to  a  related  party  of
               totaling  $216,667  including accrued  interest.   The
               Company  recognized  stock discount  expense  totaling
               $270,833  relating to the conversion of the debt  (see
               Note 4d).

         b)   During   October  2001,  the  Company  issued   789,856
               (3,949,279 pre reverse stock split) shares  of  common
               stock,  with a fair market value of $408,674 to settle
               the  PTC  promissory note totaling $132,225, including
               accrued   interest.   The  Company  recognized   stock
               discount  expense totaling $276,449  relating  to  the
               settlement of the debt (see Note 4f).

                               - 21 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 10 - COMMON STOCK (Continued)

         c)   During  October  2001,  the  Company  issued  1,121,744
               (5,608,722 pre reverse stock split) shares  of  common
               stock,with a fair market value of $560,425, to  settle
               consulting,   and   other  amounts  payable   totaling
               $167,811.   The  Company  recognized  stock   discount
               expense  totaling $392,611 relating to the  conversion
               of the debt.

         d)   During   December  2001,  the  Company  issued  100,000
               shares  of common stock, with a fair market  value  of
               $75,000,  for  the  settlement  of  payables  totaling
               $30,000.    The  Company  recognized  stock   discount
               expense totaling $45,000 relating to the conversion of
               the payables.

         e)   During  December 2001, the Company issued 75,000 shares
               of  common stock, with a fair market value of $56,250,
               to an employee for the settlement of payables totaling
               $15,000.    The  Company  recognized  stock   issuance
               expense totaling $41,250.

NOTE 11 - STOCK WARRANTS

         Warrants consisted of the following as of December 31,  2001
         and  2000,  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,
         2 and 10).

                                              December 31,
                                              ------------
                                             2001          2000
                                           ---------     --------
          E. Scott Crist                    13,333          13,333
          Venture Bridge L.P.               33,333          33,333
                                           -------         -------
          Total Outstanding Warrants        46,666          46,666
                                           =======         =======

         On  November 30, 1999, the Company entered into a note  with
         Crist  (see  Note  8)  totaling  $100,000  and  warrants  to
         purchase  13,333  shares of the Company's common  stock  (as
         adjusted  for  the reverse merger and reverse stock  split).
         The  warrants  are exercisable at $3.08 or the  fair  market
         value  of  the  Company's common stock at date of  issuance,
         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   8).    As
         consideration,  the  Company  agreed  to  issue  to  Venture
         warrants  to purchase 13,333 shares of common stock  on  the
         same  terms  and conditions as the original warrants,  which
         represents  the  fair market value of the  Company's  common
         stock  at  date of issuance.  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
         13,333  additional warrants and a payment of $20,000,  which
         was subsequently amended during July 2000.

                               - 22 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 11 - STOCK WARRANTS (Continued)

         The  Company and Venture agreed to modify the terms  of  the
         extension  to  provide that the sole consideration  for  the
         extension  shall be 20,000 warrants at the  same  terms  and
         conditions  as  the original warrants.  As of  December  31,
         2001  and 2000, Venture had warrants to purchase a total  of
         46,666  shares  of  Common Stock.   No  warrants  have  been
         exercised as of December 31, 2001 and 2000.

NOTE 12 - STOCK OPTIONS

         Stock options consist of the following as of:
                                                        December 31,
                                                        ------------
                                                      2001       2000
                                                     -------   --------
          (a)   Shareholder  and  Chief  Executive    54,054      54,054
          Officer
          (a) Shareholder and former officer               -      54,054
          (b) Employees and others                    36,000      36,000
          (b) Chief Operating Officer                      -      13,333
                                                    --------    --------
            Total Outstanding Options                 90,054     157,441
                                                    ========    ========

         (a) Stock Option Agreement
         During  1999 the Company entered into two option agreements.
         One  with  a  shareholder and the Company's 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 $2.75 per  share,
         any  time  on  or  prior  to the fifth  anniversary  of  the
         agreement.  During the year ended December 31, 2001,  54,054
         of   the  shareholder  and  former  officer's  options  were
         canceled.

         (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.





                               - 23 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 12 - STOCK OPTIONS (Continued)

         Exotics Delaware'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  December  31,  2001 and 2000, Exotics  Delaware  had
         granted 36,000 and 49,333, 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 years  ended
         December  31,  2001  and  2000.  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 loss  per
         share  for the years ended December 31, 2001 and 2000  would
         have been reduced to the proforma amounts presented below:

                                              December 31,
                                              ------------
                                          2001           2000
                                          -----          -----
           Net loss:
             As reported               (3,947,659)     (1,246,382)
                                       ===========     ===========
             Proforma                  (3,947,659)     (1,287,448)
                                       ===========     ===========

                                                           Weighted
                                          Stock Options     Average
                                           Outstanding     Exercise
                                                             Price
                                            --------       ---------
           Balance, December 31, 1999          108,108         $  2.75
            Granted                             49,333         $  7.20
            Exercised                                -         $     -
           Cancelled/Expired                         -         $     -
                                           -----------     -----------
           Balance, December 31, 2000          157,441         $  4.14
            Granted                                  -         $     -
            Exercised                                -         $     -
            Cancelled/Expired                 (67,387)         $  3.63
                                           -----------     -----------
           Balance, December 31, 2001           90,054         $  4.53
                                           ===========     ===========

                               - 24 -



                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 12 - STOCK OPTIONS (Continued)

         The  fair value of option grants is estimated as of the date
         of  grant  utilizing the Black-Scholes option-pricing  model
         with  the following weighted average assumptions for  grants
         in   2000   was:   expected  life  of  10  years,   expected
         volatility of 10.97%, risk-free interest rate of  6.0%,  and
         a  -0-% dividend yield.  The weighted average fair value  at
         date of grant for options granted during 2000 was $3.80.

NOTE 13 - OFFERING COSTS

         Offering  costs  consisted  primarily  of  commissions  paid
         relating  to  additional  equity  financing.   The   Company
         entered into an agreement with a shareholder to raise up  to
         $2,000,000  in  additional equity and  debt  financing.   In
         consideration, the shareholder received a commission at  the
         rate  of 10% of proceeds received payable in cash and up  to
         3,603,666  shares of the Company's common stock  during  the
         year ended December 31, 2000.

         During  the  year  ended  December  31,  2000,  the  Company
         incurred  offering costs totaling $249,570 relating  to  the
         issuance  of  shares of the Company's common  stock.   These
         costs  were  paid by issuing 28,829 shares of the  Company's
         common  stock  (as  adjusted  for  the  reverse  merger  and
         reverse  stock  split) valued at $198,000,  which  has  been
         offset   against  additional  paid-in  capital  and  $51,570
         payable in cash, which was accrued for by the Company as  of
         December 31, 2000.

NOTE 14 -      MINORITY INTEREST

         Minority  interest represents a 9.85% ownership interest  in
         the  Company's subsidiary, Exotics Delaware.  As of December
         31,   2001   and  2000,  minority  interest  totaled   $-0-,
         resulting   from   losses   in  excess   of   the   minority
         shareholders' basis.

NOTE 15 - INCOME TAXES

         The  components  of the provision for income  taxes  are  as
         follows:

                                   For The Years Ended
                                       December 31,
                                     ---------------
                                   2001          2000
                                 --------      --------
         Current Tax Expense
           U.S. Federal           $     -          $     -
           State and Local              -                -
                                  -------          -------
         Total Current                  -                -
                                  -------          -------


                               - 25 -


                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000

NOTE 15 - INCOME TAXES (Continued)

                                              December 31,
                                              -------------
                                             2001       2000
                                           -------     -------
          Deferred Tax Expense
            U.S. Federal                          -           -
            State and Local                       -           -
                                           --------    --------
          Total Deferred                          -           -
                                           --------    --------
          Total Tax Provision (Benefit)
           from Continuing Operations       $     -     $     -
                                           ========    ========

         The  reconciliation of the effective income tax rate to  the
         Federal  statutory rate is as follows for  the  years  ended
         December 31, 2001 and 2000:

          Federal Income Tax Rate             (34.0)%
          Effect of Valuation Allowance         34.0%
                                             --------
          Effective Income Tax Rate              0.0%
                                             ========

         At   December  31,  2001  and  2000,  the  Company  had  net
         carryforward   losses   of  approximately   $6,000,000   and
         $2,053,000,   respectively.    Because   of   the    current
         uncertainty   of   realizing  the   benefit   of   the   tax
         carryforwards,  a  valuation  allowance  equal  to  the  tax
         benefit  for deferred taxes has been established.  The  full
         realization   of  the  tax  benefit  associated   with   the
         carryforwards  depends  predominantly  upon  the   Company's
         ability  to  generate taxable income during the carryforward
         period.

         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.   Significant
         components   of  the  Company's  deferred  tax  assets   and
         liabilities are as follows:

          Deferred Tax Assets
            Loss Carryforwards              $ 2,040,000    $ 698,000
            Less:  Valuation Allowance      (2,040,000)    (698,000)
                                            -----------    ---------
          Net Deferred Tax Assets               $     -      $     -
                                            ===========    =========

         Net  operating  loss carryforwards expire starting  in  2007
         through  2020.  Per year availability is subject  to  change
         of   ownership  limitations  under  Internal  Revenue   Code
         Section 382.

                               - 26 -



                  EXOTICS.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2001 AND 2000



NOTE 16 - SUBSEQUENT EVENTS
         In  January 2002, the Company issued 90,000 shares of common
         stock for legal services totaling $40,500.

         Subsequent  to December 31, 2001, the Company  canceled  its
         agreement  with  QL  Media as discussed  in  Note  9(c)  for
         failure to deliver any services under the agreement.  As  of
         the  date of this report, the shares have been canceled with
         the stock transfer agent.







                               - 27 -



EXHIBITS

2.1  Share  Exchange  Agreement  (Incorporated  by  reference  to
     Exhibit 2.1 to the Quarterly Report on Form 10-QSB filed  on
     November 26, 2001)

2.2  Share  Purchase  Agreement  (Incorporated  by  reference  to
     Exhibit 2.1 to the Quarterly Report on Form 10-QSB filed  on
     November 26, 2001)

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).

10.1 Services Agreement between Exotics.com, Inc. and St.  George
     Capital Corp.

Reports on Form 8-K:

None

                           SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                           Exotics.com, Inc.

                           By:/s/ Firoz Jinnah
                              Firoz Jinnah, President

                           Date: August 2, 2002

In  accordance with the Exchange Act, this report has been signed
by  the following persons on behalf of the registrant and in  the
capacities and on the dates indicated.

                       President, Secretary,      August 2, 2002
/s/ Firoz Jinnah       Treasurer, Director,
Firoz Jinnah           (Principal Executive
                       Officer)