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) SEPTEMBER 5, 2002









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

Nevada                   000-28525               87-0636386
- -----------------------------------------------------------
(State of               (Commission        (I.R.S. Employer
Organization)           File Number)    Identification No.)


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

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



ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

The Company's principal accountant, Merdinger, Fruchter, Rosen  &
Co.,  PC  was  dismissed  as of October 7,  2002.  The  principal
accountant's report on the financial statements for the two  most
recent  fiscal  years  did  not contain  an  adverse  opinion  or
disclaimer  of  opinion, and 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
October 7, 2002 (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
Manning  Elliott,  Chartered Accountants and was  engaged  as  of
September 5, 2002.  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 former auditors have  furnished  a  letter
stating  their  disagreement with a representation  made  in  the
previously  filed  Form  8-K regarding  the  modification  as  to
uncertainty  that the Company will continue as a  going  concern.
We  have amended our filing to comply with their letter and  have
filed their letter as an exhibit to this filing.

ITEM 7.   EXHIBITS

16   Letter re: Change in Accoutants

                           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: October 23, 2002