UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                        Exotics.com, Inc.
     (Exact name of registrant as specified in its charter)



       Nevada                   000-29441              87-0640430
(State of Incorporation)     (SEC File No.)      (I.R.S. Employer ID No.)


8484 Wilshire Blvd., Suite 700, Beverly Hills, California         90211
(Address of Principal Executive Offices)                       (Zip Code)


                       Legal Services Plan
                    (Full title of the plan)

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                    Las Vegas, Nevada  89107
             (Name and address of agent for service)

                         (702) 650-5660
  (Telephone number, including area code, of agent for service)


                 Calculation of Registration Fee
                 -------------------------------

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)
----------    ----------   ---------   -----------   ------------
  Common       150,000       $3.33     $499,500.00     $124.88
   Stock        Shares

(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices on
June 11, 2001.

                             PART I
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The Company is offering the following shares of its common stock
to the following individuals for their legal services performed
on the Company's behalf. The issuance of these shares are being
made pursuant to a Legal Services Plan (the "Plan") adopted by
the Board of Directors on June 11, 2001. The Board has equated
these number of shares to the value of the legal services
provided by these individuals. The shares issued hereunder will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

      Daniel G. Chapman       71,500 shares for legal services
      Sean P. Flanagan        71,500 shares for legal services
      Sandy Maini              3,000 shares for legal services
      Deborah K. Talbert       3,000 shares for legal services
      Loree Richards           1,000 shares for legal services

The legal services for whom these shares are being issued are not
in connection with any offer or sale of securities in a capital
raising transaction and does not directly or indirectly promote
or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
        Information.

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2001 and the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2000. All
documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration
Statement and prior to the termination of the offering shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
Registration Statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Company will provide without charge to each person to whom a
copy of this Registration Statement is delivered, on the written
or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference into this Registration Statement, other
than certain exhibits to such documents.  Requests for such
copies shall be directed to Shareholder Relations, Exotics.com,
Inc., 8484 Wilshire Blvd., Suite 700, Beverly Hills, California
90211, telephone (310) 205-6400.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Certain of the shares being registered herein are being issued
to the Registrant's attorneys for services provided to the
Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number    Description
--------------    ------------

    4.1           The Company's Articles of Incorporation, which
                  define the rights of holders of the equity
                  securities being registered.  (Incorporated by
                  reference to Exhibit 3(i) to the Registration
                  Statement on Form 10-SB filed February 10, 2000).

    4.2           The Company's By-Laws, which define the rights of
                  holders of the equity securities being registered.
                  (Incorporated by reference to Exhibit 3(ii) to the
                  Registration Statement on Form 10-SB filed
                  February 10, 2000).

    5.1           Opinion of Counsel, Chapman & Flanagan, Ltd.
                  (Filed herewith.)

    23.1          Consent of Andersen Andersen and Strong, L.L.C.,
                  Certified Public Accountants.  (Filed herewith.)

    23.2          Consent of Counsel.  (Included in Exhibit 5.1.)

Item 9. Undertakings.

The registrant makes the following undertakings:

     (a)       (1)  (i)  To file, during any period in which
               offers or sales are being made, a post-effective
               amendment to this registration statement:

                    (ii) To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any
               material change to such information in the
               registration statement;

          (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

          (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report pursuant to
          section 13(a) or section 15(d) of the Securities Exchange Act of
          1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to section 15(d) of the Securities
          Exchange Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers
          and controlling persons of the registrant pursuant to the
          foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission, such indemnification is against public policy as
          expressed in the Act and is therefore, unenforceable. In the
          event that indemnification is permitted to directors, officers
          and controlling personas of the registrant pursuant to the
          foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable. In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the registrant of the expenses
          incurred or paid by a director, officer or controlling person of
          the registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities of such corporation it
          is the opinion of the SEC that any such indemnification is
          against public policy.



                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Beverly Hills, State of California on June 12, 2001.

                                   (Registrant) Exotics.com, Inc.


                                   By /s/ Firoz Jinnah
                                      Firoz Jinnah, Principal
                                      Executive Officer and
                                      Principal Financial and
                                      Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signature                      Title                Date
---------                      ------               ----

/s/ Firoz Jinnah               President,           June 12, 2001
Firoz Jinnah                   Secretary,
                               Treasurer, and
                               Director



                           PART III
                       INDEX TO EXHIBITS


Exhibit Number   Description
--------------   -----------

    4.1          The Company's Articles of Incorporation, which
                 define the rights of holders of the equity
                 securities being registered.  (Incorporated by
                 reference to Exhibit 3(i) to the Registration
                 Statement on Form 10-SB filed February 10, 2000).

    4.2          The Company's By-Laws, which define the rights of
                 holders of the equity securities being registered.
                 (Incorporated by reference to Exhibit 3(ii) to the
                 Registration Statement on Form 10-SB filed
                 February 10, 2000).

    5.1          Opinion of Counsel, Chapman & Flanagan, Ltd.
                 (Filed herewith.)

    23.1         Consent of Andersen Andersen and Strong, L.L.C.,
                 Certified Public Accountants.  (Filed herewith.)

    23.2         Consent of Counsel.  (Included in Exhibit 5.1.)
[{"type": "S-8", "sequence": "1", "filename": "extss8.txt", "secsgml_size_bytes": 14712}]
{"company-data": {"conformed-name": "EXOTICS COM INC", "cik": "0001104220", "assigned-sic": "9995", "irs-number": "870636386", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63248", "film-number": "1662696"}, "business-address": {"street1": "4700 S. 900 E.", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117", "phone": "8016859573"}, "mail-address": {"street1": "4700 S. 900 E.", "street2": "SUITE 41B", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117"}, "former-company": {"former-conformed-name": "HARDROCK MINES INC", "date-changed": "20000126"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                        Exotics.com, Inc.
     (Exact name of registrant as specified in its charter)

       Nevada                   000-29441              87-0640430
(State of Incorporation)     (SEC File No.)      (I.R.S. Employer ID No.)

8484 Wilshire Blvd., Suite 700, Beverly Hills, California         90211
(Address of Principal Executive Offices)                       (Zip Code)

                       Legal Services Plan
                    (Full title of the plan)

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                    Las Vegas, Nevada  89107
             (Name and address of agent for service)

                         (702) 650-5660
  (Telephone number, including area code, of agent for service)

                 Calculation of Registration Fee
                 -------------------------------

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)
----------    ----------   ---------   -----------   ------------
  Common       150,000       $3.33     $499,500.00     $124.88
   Stock        Shares

(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices on
June 11, 2001.

                             PART I
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The Company is offering the following shares of its common stock
to the following individuals for their legal services performed
on the Company's behalf. The issuance of these shares are being
made pursuant to a Legal Services Plan (the "Plan") adopted by
the Board of Directors on June 11, 2001. The Board has equated
these number of shares to the value of the legal services
provided by these individuals. The shares issued hereunder will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

      Daniel G. Chapman       71,500 shares for legal services
      Sean P. Flanagan        71,500 shares for legal services
      Sandy Maini              3,000 shares for legal services
      Deborah K. Talbert       3,000 shares for legal services
      Loree Richards           1,000 shares for legal services

The legal services for whom these shares are being issued are not
in connection with any offer or sale of securities in a capital
raising transaction and does not directly or indirectly promote
or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
        Information.

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2001 and the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2000. All
documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration
Statement and prior to the termination of the offering shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
Registration Statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Company will provide without charge to each person to whom a
copy of this Registration Statement is delivered, on the written
or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference into this Registration Statement, other
than certain exhibits to such documents.  Requests for such
copies shall be directed to Shareholder Relations, Exotics.com,
Inc., 8484 Wilshire Blvd., Suite 700, Beverly Hills, California
90211, telephone (310) 205-6400.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Certain of the shares being registered herein are being issued
to the Registrant's attorneys for services provided to the
Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number    Description
--------------    ------------

    4.1           The Company's Articles of Incorporation, which
                  define the rights of holders of the equity
                  securities being registered.  (Incorporated by
                  reference to Exhibit 3(i) to the Registration
                  Statement on Form 10-SB filed February 10, 2000).

    4.2           The Company's By-Laws, which define the rights of
                  holders of the equity securities being registered.
                  (Incorporated by reference to Exhibit 3(ii) to the
                  Registration Statement on Form 10-SB filed
                  February 10, 2000).

    5.1           Opinion of Counsel, Chapman & Flanagan, Ltd.
                  (Filed herewith.)

    23.1          Consent of Andersen Andersen and Strong, L.L.C.,
                  Certified Public Accountants.  (Filed herewith.)

    23.2          Consent of Counsel.  (Included in Exhibit 5.1.)

Item 9. Undertakings.

The registrant makes the following undertakings:

     (a)       (1)  (i)  To file, during any period in which
               offers or sales are being made, a post-effective
               amendment to this registration statement:

                    (ii) To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any
               material change to such information in the
               registration statement;

          (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

          (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report pursuant to
          section 13(a) or section 15(d) of the Securities Exchange Act of
          1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to section 15(d) of the Securities
          Exchange Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers
          and controlling persons of the registrant pursuant to the
          foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission, such indemnification is against public policy as
          expressed in the Act and is therefore, unenforceable. In the
          event that indemnification is permitted to directors, officers
          and controlling personas of the registrant pursuant to the
          foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable. In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the registrant of the expenses
          incurred or paid by a director, officer or controlling person of
          the registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities of such corporation it
          is the opinion of the SEC that any such indemnification is
          against public policy.

                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Beverly Hills, State of California on June 12, 2001.

                                   (Registrant) Exotics.com, Inc.

                                   By /s/ Firoz Jinnah
                                      Firoz Jinnah, Principal
                                      Executive Officer and
                                      Principal Financial and
                                      Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signature                      Title                Date
---------                      ------               ----

/s/ Firoz Jinnah               President,           June 12, 2001
Firoz Jinnah                   Secretary,
                               Treasurer, and
                               Director

                           PART III
                       INDEX TO EXHIBITS

Exhibit Number   Description
--------------   -----------

    4.1          The Company's Articles of Incorporation, which
                 define the rights of holders of the equity
                 securities being registered.  (Incorporated by
                 reference to Exhibit 3(i) to the Registration
                 Statement on Form 10-SB filed February 10, 2000).

    4.2          The Company's By-Laws, which define the rights of
                 holders of the equity securities being registered.
                 (Incorporated by reference to Exhibit 3(ii) to the
                 Registration Statement on Form 10-SB filed
                 February 10, 2000).

    5.1          Opinion of Counsel, Chapman & Flanagan, Ltd.
                 (Filed herewith.)

    23.1         Consent of Andersen Andersen and Strong, L.L.C.,
                 Certified Public Accountants.  (Filed herewith.)

    23.2         Consent of Counsel.  (Included in Exhibit 5.1.)