UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                   FORM 10-QSB


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2001


                         Commission file number 0-28610

                                 XOX CORPORATION
           (Name of small business issuer as specified in its charter)

       Delaware                                                  93-0898539
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

         12400 Whitewater Drive, Suite 2040, Minnetonka, Minnesota 55343
                                 (952) 646-1681
          (Address and telephone number of principal executive offices
                        and principal place of business)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                                  Yes _X_ No ___


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:

Common Stock, $.025 Par Value - 2,977,346 shares outstanding as of August 14,
2001.

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


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<PAGE>


                                 XOX CORPORATION
                                      INDEX



                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements
                  Condensed Consolidated Balance Sheets as of
                  June 30, 2001 and December 31, 2000                       3

                  Condensed Consolidated Statements of Operations for
                  the Three and Six Months Ended June 30, 2001 and 2000     4

                  Condensed Consolidated Statements of Cash Flows
                  for the Six Months Ended June 30, 2001 and 2000           5

                  Notes to Financial Statements                             6

         Item 2.  Management's Discussion and Analysis
                  or Plan of Operations                                     8


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                        11

         Item 2.  Changes in Securities and Use of Proceeds                11

         Item 3.  Defaults upon Senior Securities                          11

         Item 4.  Submission of Matters to a Vote of Security Holders      11

         Item 5.  Other Information                                        11

         Item 6.  Exhibits and Reports on Form 8-K                         11

         Signatures                                                        12


                                       2
<PAGE>


PART 1 FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                 XOX CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                   June 30,        December 31,
                                                     2001             2000
                                                 ------------     ------------
CURRENT ASSETS
   Cash and cash equivalents                     $    914,900     $  1,378,531
   Prepaid expenses                                    37,100               --
                                                 ------------     ------------

                  Total current assets                952,000        1,378,531

OTHER ASSETS
   Net assets of discontinued operations                3,866               --
                                                 ------------     ------------

                                                 $    955,866     $  1,378,531
                                                 ============     ============

CURRENT LIABILITIES
   Net liabilities of discontinued operations    $         --     $    121,453
                                                 ------------     ------------

                  Total current liabilities                --          121,453

STOCKHOLDERS EQUITY
   Common stock                                        74,432           74,432
   Additional paid-in capital                      12,627,784       12,627,784
   Accumulated deficit                            (11,746,350)     (11,445,138)
                                                 ------------     ------------
                                                      955,866        1,257,078
                                                 ------------     ------------

                                                 $    955,866     $  1,378,531
                                                 ============     ============


See notes to consolidated financial statements.


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<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              Three months ended June 30,        Six months ended June 30,
                                                             -----------------------------     -----------------------------
                                                                 2001             2000             2001             2000
                                                             ------------     ------------     ------------     ------------
<S>                                                          <C>              <C>              <C>              <C>
Operating Expenses                                           $   (145,132)    $         --     $   (288,732)    $         --
                                                             ------------     ------------     ------------     ------------
        Operating Loss                                           (145,132)              --         (288,732)              --

Interest Income                                                    10,385           16,986           26,374           31,769
                                                             ------------     ------------     ------------     ------------

        Earnings (loss) from continuing operations
                                                                 (134,747)          16,986         (262,358)          31,769

Discontinued operations
   Earnings (loss) from operations of geosciences line of
      business                                                      5,140           37,371          (38,854)         223,400
                                                             ------------     ------------     ------------     ------------

        NET EARNINGS (LOSS)                                  $   (129,607)    $     54,357     $   (301,212)    $    255,169
                                                             ============     ============     ============     ============

Earnings (loss) per share - basic
   Continued operations                                      $       0.04     $       0.01     $      (0.09)    $       0.01
   Discontinued operations                                           0.00             0.01            (0.01)            0.08
                                                             ------------     ------------     ------------     ------------
   Net earnings (loss)                                       $       0.04     $       0.02     $      (0.10)    $       0.09
                                                             ============     ============     ============     ============

Earnings (loss) per share - diluted
   Continued operations                                      $       0.04     $       0.01     $      (0.09)    $       0.01
   Discontinued operations                                           0.00             0.01            (0.01)            0.07
                                                             ------------     ------------     ------------     ------------
   Net earnings (loss)                                       $       0.04     $       0.02     $      (0.10)    $       0.08
                                                             ============     ============     ============     ============

Weighted average shares outstanding:
   Basic                                                        2,977,396        2,977,396        2,977,346        2,992,982
   Diluted                                                      2,977,396        3,279,028        2,977,346        3,268,996
</TABLE>

See notes to consolidated financial statements.


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<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                            Six months ended June 30,
                                                                           ---------------------------
                                                                               2001            2000
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
Cash flows from operating activities:
   Net earnings (loss)                                                     $  (301,212)    $   255,169
   Adjustments to reconcile net earnings (loss) to net cash provided by
      operating activities:
        Net change in discontinued operations                                 (125,319)       (279,173)
        Prepaid expenses                                                       (37,100)             --
                                                                           -----------     -----------

                  Net cash used in operating activities                       (463,631)        (24,004)

Cash flows from financing activities:
   Net proceeds from issuance of common stock                                       --           6,000
   Common stock repurchase                                                          --        (151,290)
                                                                           -----------     -----------

                  Net cash used in financing activities                             --        (145,290)
                                                                           -----------     -----------

                  Net decrease in cash and cash equivalents
                                                                              (463,631)       (169,294)

Cash and cash equivalents at beginning of period                             1,378,531       1,390,415
                                                                           -----------     -----------

Cash and cash equivalents at end of period                                 $   914,900     $ 1,221,121
                                                                           ===========     ===========
</TABLE>

See notes to consolidated financial statements.


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<PAGE>


                                 XOX CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001



NOTE 1 - BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements have been
         prepared by XOX Corporation (the "Company" or "XOX" {pronounced
         zocks}), pursuant to the rules and regulations of the Securities and
         Exchange Commission. The information furnished in the financial
         statements includes normal recurring adjustments and reflects all
         adjustments, which are, in the opinion of management, necessary for a
         fair presentation of such financial statements. Certain information and
         footnote disclosures normally included in financial statements prepared
         in accordance with accounting principles generally accepted in the
         United States of America have been condensed or omitted pursuant to
         such rules and regulations, although the Company believes that the
         disclosures are adequate to make the information presented not
         misleading. It is suggested that these condensed financial statements
         be read in conjunction with the financial statements and accompanying
         notes included in the Company's annual report to the Securities and
         Exchange Commission on Form 10-KSB for the fiscal year ended December
         31, 2000. The condensed consolidated balance sheet as of December 31,
         2000 was derived from the audited financial statements as of that date.

In preparing the Company's condensed consolidated financial statements,
management is required to make estimates and assumptions that effect reported
amounts of assets and liabilities and related revenues and expenses. Actual
results could differ from the estimates used by management.


NOTE 2 - DISCONTINUED OPERATIONS AND RESTATEMENT

On December 18, 2000, the Company formally adopted a plan to exit its geoscience
business. As a result of this decision, XOX closed its software engineering
operations at its Bloomington, Minnesota headquarters, its research and
maintenance facilities in Bangalore, India, and its geoscience-related sales
offices in Houston, Texas. Further, the Company entered into an agreement with
GeoSmith Consulting Group LLC ("GeoSmith") (an entity comprised largely of
former employees of the Company's software engineering staff) under which
GeoSmith will provide ongoing maintenance, development and support of XOX's
technologies and secure the technical resources necessary for the Company to
meet its contractual obligations and provide its customers with quality support
and future services.


                                       6
<PAGE>


                                 XOX CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  JUNE 30, 2001

NOTE 2 - DISCONTINUED OPERATIONS AND RESTATEMENT - Continued

The Company has restated its 2000 financial statements to present the operating
results of its geoscience business as discontinued operations. The components of
net assets (liabilities) of discontinued operations included in the Company's
condensed consolidated balance sheets are as follows:

                                                        June 30,   December 31,
                                                         2001         2000
                                                      ----------    --------
ASSETS
  Accounts receivable                                 $    4,512    $     --
  Prepaid expenses                                        11,261      11,261
  Property and equipment                                  32,787      41,579
                                                      ----------    --------

                                                          48,560      52,840

LIABILITIES
  Accounts payable                                        42,132      81,109
  Accrued payroll expenses                                    --      88,724
  Other accrued expenses                                   2,562       4,460
                                                      ----------   ---------
                                                          44,694     174,293
                                                      ----------   ---------

Net assets (liabilities) of discontinued operations   $    3,866   $(121,453)
                                                      ==========   =========

Summarized financial information for the operations of the geosciences business
are as follows:
<TABLE>
<CAPTION>

                                   Three months ended June 30,      Six months ending June 30,
                                   ---------------------------     ---------------------------
                                      2001            2000            2001            2000
                                   -----------     -----------     -----------     -----------
<S>                                <C>             <C>             <C>             <C>
Revenues                           $    41,667     $   591,386     $   104,167     $ 1,275,216
Operating expenses                     (22,567)       (548,013)       (129,061)     (1,043,402)
Interest expense                            --              --              --            (458)
Other, net                             (13,950)         (6,001)        (13,960)         (7,956)
                                   -----------     -----------     -----------     -----------

Earnings (loss) from operations
   of the geosciences line of
   business                        $     5,140     $    37,371     $   (38,854)    $   223,400
                                   ===========     ===========     ===========     ===========
</TABLE>


                                       7
<PAGE>


                                 XOX CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  JUNE 30, 2001


NOTE 3 - NET EARNINGS (LOSS) PER SHARE

Basic earnings per share is computed using the weighted average number of common
shares outstanding. Diluted earnings per share is computed using the weighted
average number of common shares outstanding and common share equivalents when
dilutive.

For the three and six months ended June 30, 2001, the Company reported a loss
from continuing operations and as such, no common share equivalents were
included in the computation of diluted net loss per share. However, if the
Company would have reported net earnings from continuing operations for the
three and six months ended June 30, 2001, no additional common share equivalents
would have been included, as all were antidilutive for those periods.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, BUSINESS COMBINATIONS,
and SFAS 142, GOODWILL AND INTANGIBLE ASSETS. SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142. Major provisions of these
Statements and their effective dates for the Company are as follows:

o     all business combinations initiated after June 30, 2001 must use the
      purchase method of accounting. The pooling of interest method of
      accounting is prohibited except for transactions initiated before July 1,
      2001.
o     intangible assets acquired in a business combination must be recorded
      separately from goodwill if they arise from contractual or other legal
      rights or are separable from the acquired entity and can be sold,
      transferred, licensed, rented or exchanged, either individually or as part
      of a related contract, asset or liability.
o     goodwill, as well as intangible assets with indefinite lives, acquired
      after June 30, 2001, will not be amortized. Effective January 1, 2002, all
      previously recognized goodwill and intangible assets with indefinite lives
      will no longer be subject to amortization.
o     effective January 1, 2002, goodwill and intangible assets with indefinite
      lives will be tested for impairment annually and whenever there is an
      impairment indicator.

The Company is currently reviewing the affect of these Statements on their
financial statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Form 10-QSB contains certain forward-looking statements. For this purpose,
any statements contained in this Form 10-QSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
or "continue" or the negative or other variation thereof or comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors,
including, but not limited to, the risk factors set forth in the "Risk Factors"
section of the Company's Registration Statement on Form SB-2 (File No.
333-05112-C). The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.


                                       8
<PAGE>




RESULTS OF OPERATIONS

During December 2000, the Company entered into a formal plan for exiting its
geoscience business. As a result, the financial statements for the three and six
months ended June 30, 2000 have been restated to present the operating results
of the geoscience business as discontinued operations.

Three months ended June 30, 2001 compared to three months ended June 30, 2000

Income from continuing operations, consisting solely of interest income, for the
three months ended June 30, 2001 decreased approximately 39% to $10,385 from
$16,986 reported for the three months ended June 30, 2000. This decrease was due
primarily to lower interest rates earned in money market accounts and short-term
commercial paper from invested excess funds, and lower amounts of funds invested
during the period as cash was used.

Operating expenses from continuing operations for the three months ended June
30, 2001 of $145,132 consist of general operating expenses, including salaries,
office rent, insurance, legal, accounting, and office supplies. All expenses
incurred during the three months ended June 30, 2000 have been reported as
discontinued operations.

Revenues related to the discontinued geosciences line of business were $41,667
during the three months ended June 30, 2001 as compared to $591,386 during the
three months ended June 30, 2000. Geoscience operating expenses were $22,567
during the three months ended June 30, 2001 and $548,013 during the six months
ended June 30, 2000. This resulted in a earnings from operations from the
discontinued line of business during the three months ended June 30, 2001 of
$5,140 compared to $37,371 during the three months ended June 30, 2000. The
reason for these decreases in revenues and expenses are attributable primarily
to the wind-down of the Company's contract with Schlumberger Corporation.

Six months ended June 30, 2001 compared to six months ended June 30, 2000

Income from continuing operations, consisting solely of interest income, for the
six months ended June 30, 2001 decreased approximately 17% to $26,374 from
$31,769 reported for the six months ended June 30, 2000. This decrease was due
primarily to lower interest rates earned in money market accounts and short-term
commercial paper from invested excess funds, and lower amounts of funds invested
during the period as cash was used.


                                       9
<PAGE>




Operating expenses from continuing operations for the six months ended June 30,
2001 of $288,732 consist of general operating expenses, including salaries,
office rent, insurance, legal, accounting, and office supplies. All expenses
incurred during the six months ended June 30, 2000 have been reported as
discontinued operations.

Revenues related to the discontinued geosciences line of business were $104,167
during the six months ended June 30, 2001 as compared to $1,275,216 during the
six months ended June 30, 2000. Geoscience operating expenses were $129,061
during the six months ended June 30, 2001 and $1,043,402 during the six months
ended June 30, 2000. This resulted in a loss from operations from the
discontinued line of business during the six months ended June 30, 2001 of
$38,854 compared to earnings of $223,400 during the six months ended June 30,
2000. The reason for these decreases in revenues and expenses are attributable
primarily to the wind-down of the Company's contract with Schlumberger
Corporation.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $914,900 at June 30, 2001 compared to $1,378,531
at December 31, 2000. The Company had net assets of discontinued operations of
$3,866 at June 30, 2001 compared to net liabilities of discontinued operations
of $121,453.

The Company estimates that its current cash balance will be sufficient to fund
its remaining operation needs through fiscal year 2001. Development and
completion of any future strategic option involving the Company may require
additional funds, which could be provided from debt or equity financing. The
Company continues to explore strategic acquisitions and alternative funding
proposals.

                                       10
<PAGE>


                                     PART II

                                OTHER INFORMATION


Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults Upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

               (i)  Those exhibits required to be furnished in response to this
                    item other than Exhibit 27, were furnished in connection
                    with the Company's Registration Statement on Form SB-2, File
                    No. 333-05112-C, as filed with the Securities and Exchange
                    Commission and as amended, and other reports filed under the
                    Securities Exchange Act of 1934, all of which are
                    incorporated here in by reference.

         (b) Reports on Form 8-K

               (i)  None


                                       11
<PAGE>


In accordance with the requirements of the Exchange Act, the Company caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.




                                                              XOX Corporation


August 14, 2001
                                                              By /s/ John Sutton
                                                                 John Sutton
                                                                 CEO



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