UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 9, 2001
EXOTICS.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-28525 87-0636386
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(State of (Commission (I.R.S. Employer
Organization) File Number) Identification No.)
209 Richmond St., El Segundo, CA 90245 90245
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(Address of principal executive offices) (Zip Code)
(310) 205-6400
Registrant's telephone number, including area code
Hardrock Mines, Inc.
(Former Name and/or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a Share Exchange Agreement (the "Agreement"),
Exotics.com, Inc. (formerly Hardrock, Mines, Inc.), a Nevada
corporation (the "Company"), acquired 100% of the outstanding
shares of common stock ("Common Stock") of Exotics Acquisition
Corp., a Nevada corporation, for a total of 7,742,000 shares. The
Agreement was dated February 13, 2001, but the exchange was not
completed until May 9, 2001.
Subsequently, the Company entered into a Share Purchase Agreement
with Exotics.com, Inc., a Delaware corporation ("Exotics.com-
Delaware"), pursuant to which the Company would acquire up to
100% of all the outstanding shares of common stock of
Exotics.com-Delaware. Through the Share Purchase Agreement, the
Company agreed to exchange an aggregate of 8,241,762 shares of
its common stock for shares of capital stock of Exotics-Delaware
at a ratio of two shares of the Company's stock for three shares
of Exotics-Delaware's stock. This Share Purchase Agreement was
entered into in March, 2001, but was not finalized until the
closing on July 10, 2001 at which time a total of 90.15% of the
shares of Exotics.com-Delaware were purchased by the issuance
6,928,308 shares of the Company's common stock.
The following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the only
class of shares previously issued by the Company) at July 12,
2001 by (i) each person known by the Company to be the beneficial
owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, and (ii) all directors and executive
officers of the Company as a group, prior to and upon closing of
the Share Purchase Agreement. Each person named in the table has
sole voting and investment power with respect to all shares shown
as beneficially owned by such person and can be contacted at the
address of the Company.
Beneficial Holdings of Owners of 5% or more the Company's common
stock:
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Gary Thomas 6,257,324 39.56
Common Total ownership of 6,257,324 39.56
owners of 5% or more
Beneficial Holdings of Officer and Directors (prior to and upon
closing of the Share Purchase Agreement):
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Firoz Jinnah 0 *
Common Total ownership of 0 *
officers and directors
(1 individual)
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* Denotes less than 1%
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to a Share Exchange Agreement, the Company acquired 100%
of the issued and outstanding shares of common stock (Common
Stock) of Exotics Acquisition Corp. from all of the shareholders,
in exchange for a total of 7,742,000 shares of common stock. No
material relationship exists between the selling shareholders of
Exotics Acquisition Corp. or any of its affiliates, any director
or officer, or any associate of any such director or officer of
Exotics Acquisition Corp. and the Company. The consideration
exchanged pursuant to the Agreement was negotiated between
Exotics Acquisition Corp. and the Company in an arm's-length
transaction.
Pursuant to a Share Purchase Agreement, the Company exchanged
6,928,308 shares of its common stock for shares of capital stock
of Exotics.com, Inc., a corporation organized under the laws of
the State of Delaware, (the "Exotics-Delaware"). The exchange
ratio was two shares of the Company's stock for three shares of
Exotics-Delaware's stock. This Share Purchase Agreement was
entered into in March, 2001, but was not finalized until the
closing on July 10, 2001 at which time a total of 90.15% of the
shares of Exotics.com-Delaware were purchased by the issuance
6,928,308 shares of the Company's common stock.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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 & Corso, P.C. 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.
The Company has provided the former accountant with a copy of the
disclosures it is making in response to this Item. The Company
has requested the former accountant to furnish a letter addressed
to the Commission stating that it agrees with the statements made
by the Company. The Company will file the letter as an exhibit to
an amended registration statement containing this disclosure.
ITEM 5. OTHER
On May 9, 2001, the Company appointed Mr. Firoz Jinnah to act as
President, Secretary, Treasurer and Director upon his written
consent to act in such positions, effective immediately. On May
9, 2001, the Company accepted the resignations of Ryan Christison
and Denise Christison effective immediately.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a) The Audited Financial Statements for the period ended June
30, 2001 and 2000 for Exotics.com, Inc. (Delaware) will be
filed on an amended Form 8-K on or before
September 24, 2001.
b) The pro-forma financial statements, which serve to state
the results of 2000 as if the two companies had combined
operations during 2000 will filed on an amended
Form 8-K on or before September 24, 2001.
EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Exotics.com, Inc.
By: /s/ Firoz Jinnah
Firoz Jinnah, President
Date: July 30, 2001