UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                  FORM 10-QSB/A


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1999


                         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.)

               7640 West 78th Street, Bloomington, Minnesota 55439
                                 (612) 946-1191
          (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 - 3,072,901 shares outstanding as of July 20,
1999.

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

<PAGE>


PART I
FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

<TABLE>
<CAPTION>

XOX Corporation                                          June 30,       December 31,
Condensed Consolidated Balance Sheets                      1999             1998
                                                        Unaudited
                                                       ------------     ------------
<S>                                                    <C>              <C>
Current Assets:
      Cash and cash equivalents                        $  1,250,052     $  1,194,397
      Accounts receivable                                     7,250          172,312
      Prepaid expenses                                       55,497               --
      Other                                                   3,775               --
                                                       ------------     ------------
Total current assets                                      1,316,574        1,366,709

Property and equipment
      Furniture and fixtures                                 58,519           58,519
      Computer equipment                                     95,348           95,348
                                                       ------------     ------------
                                                            153,867          153,867

      Less accumulated depreciation                         102,612           90,736
                                                       ------------     ------------
                                                             51,255           63,131
                                                       ------------     ------------

Total assets                                              1,367,829        1,429,840
                                                       ============     ============

Current liabilities
      Accounts payable                                      116,897           64,212
      Accrued expenses                                       27,983           35,456
      Other accrued expenses                                 10,000           82,143
      Deferred revenue                                      297,423          221,818
                                                       ------------     ------------

Total current liabilities                                   452,303          403,629

Long-term liabilities
      Long-term debt related parties                             --          496,249
      Accrued payroll taxes                                      --           17,701
                                                       ------------     ------------
                                                                 --          513,950

Stockholders' equity:
      Common stock                                           76,821           76,821
      Additional paid-in capital                         12,747,551       12,735,470
      Accumulated deficit                               (11,908,846)     (12,300,030)
                                                       ------------     ------------
                                                            915,526          512,261
                                                       ------------     ------------

Total liabilities and stockholders' equity             $  1,367,829     $  1,429,840
                                                       ============     ============
</TABLE>


See notes to Condensed Consolidated Financial Statements


                                     page 2
<PAGE>


PART I
FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

<TABLE>
<CAPTION>
                                              For the Three Months Ended       For the Six Months Ended
XOX CORPORATION                                        June 30,                       June 30,
Condensed Consolidated Income Statements         1999            1998           1999            1998
                                              Unaudited       Unaudited       Unaudited       Unaudited
                                             -----------     -----------     -----------     -----------
<S>                                          <C>             <C>             <C>             <C>
Net revenues
      Customer support and consulting        $   206,946     $   204,656     $   390,791     $   225,480
      Product revenues                                --              --              --         329,529
      Royalties                                  388,750         500,000         763,750         501,200
                                             -----------     -----------     -----------     -----------
                                                 595,696         704,656       1,154,541       1,056,209

Operating expenses
      Research and development                   282,555         195,596         504,851         451,818
      Selling, general and administrative        240,695         283,234         430,058         503,508
                                             -----------     -----------     -----------     -----------
                                                 523,250         478,830         934,909         955,326

Income from operations                            72,446         225,826         219,632         100,883

Other Income (expense)
Interest income                                   14,130           4,613          27,366          12,298
Interest expense                                  (5,020)         (9,741)        (12,810)        (19,568)
Miscellanous                                      48,771          31,585          46,751          11,242
Gain on Debt Repayment                                --              --              --          12,974
Share of joint venture net Income                     --              --              --          32,249
                                             -----------     -----------     -----------     -----------
                                                  57,881          26,457          61,307          49,195
                                             -----------     -----------     -----------     -----------

Income before extraordinary item             $   130,327     $   252,282     $   280,939     $   150,078

Extraordinary Item                               110,245              --         110,245              --
                                             -----------     -----------     -----------     -----------
Net income                                   $   240,572     $   252,282     $   391,184     $   150,078
                                             ===========     ===========     ===========     ===========

Basic and diluted income per share

      Income before extraordinary item       $      0.04     $      0.08     $      0.09     $      0.05
      Extraordinary item                            0.04              --            0.04              --
                                             -----------     -----------     -----------     -----------

Net income per share                         $      0.08     $      0.08     $      0.13     $      0.05
                                             ===========     ===========     ===========     ===========

Basic and diluted weighted average shares      3,072,901       3,072,901       3,072,901       3,072,901
      outstanding
</TABLE>


See notes to Condensed Consolidated Financial Statements


                                     page 3
<PAGE>


PART I
FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                         For the Six Months Ended
XOX CORPORATION                                                                 June 30,
Condensed Consolidated Statements of Cash Flows                             1999           1998
                                                                         Unaudited       Unaudited
                                                                        -----------     -----------
<S>                                                                     <C>             <C>
OPERATING ACTIVITIES
              Net Income                                                $   391,184     $   150,078
              Adjustments to reconcile net income to net cash
              provided by operating activities
                   Depreciation                                              11,875          30,232
                   Amortization                                                  --          23,958
                   Share of joint venture net income                             --         (32,249)
                   Gain on extinguishment of debt                          (110,245)        (12,974)
                   Changes in other operating assets and liabilities
                        Accounts receivable                                 165,062        (399,187)
                        Prepaid expenses and other                          (59,272)        (29,255)
                        Accounts payable                                     52,685          25,380
                        Accrued liabilities                                 (97,316)        (61,757)
                        Deferred revenue                                     75,605          30,403
                                                                        -----------     -----------
Net cash provided by operating activities                                   429,578        (275,371)

INVESTING ACTIVITIES
Working capital advances to IMETRIX Limited                                      --          (9,018)

FINANCING ACTIVITIES
Payments on notes payable                                                  (373,923)        (95,955)
                                                                        -----------     -----------

Net increase (decrease) in cash and cash equivalents                         55,655        (380,344)
Cash and cash equivalents at beginning of period                          1,194,397         687,039
                                                                        -----------     -----------
Cash and cash equivalents at end of period                              $ 1,250,052     $   306,695
                                                                        ===========     ===========
</TABLE>


See notes to Condensed Consolidated Financial Statements


                                     page 4
<PAGE>


                                     Part I


                              FINANCIAL INFORMATION

              Item 1. Consolidated Financial Statements (continued)

                                 XOX Corporation

              Notes to Condensed Consolidated Financial Statements

                                  June 30, 1999

Note 1 - Basis of Presentation

The financial statements have been prepared by XOX Corporation, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The information furnished in the financial statements includes normal recurring
adjustments and reflect 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 generally accepted accounting principles 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, 1998.

Note 2 - Extraordinary Item

During the second quarter 1999, pursuant to an initiative by the Company's Board
of Directors, all company long-term debt was repaid resulting in an
extraordinary gain of $110,245.


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

This report, other than historical financial information, contains
forward-looking statements that involve risks and uncertainties. These
forward-looking statements will likely be impacted by factors outside the
Company's control and may differ materially from actual future events or
results. There are a number of important factors that could cause actual results
to differ materially from those anticipated by any forward-looking information.
A description of risks and uncertainties relating to XOX Corporation and its
industry and other factors which could affect the Company's financial results
are included in the Company's Securities and Exchange Commission filings.


                                     page 5
<PAGE>


RESULTS OF OPERATIONS

FISCAL YEAR 1999 QUARTER ENDING JUNE 30, 1999 COMPARED TO QUARTER ENDING JUNE
30, 1998

Net revenues for the six-month period ending June 30, 1999 increased
approximately 9% to $1,154,541, as anticipated from $1,056,209 reported in
six-month period ending June 30, 1998. The primary reason for the increase in
revenues for the first six (6) months period of 1999 in comparison to the same
period in 1998 is attributed to revenues earned from certain agreements the
Company entered into with GeoQuest, a division of Schlumberger Technology
Corporation (The "Schlumberger Agreements"). The Schlumberger Agreements were
the Company's primary source of revenue for the first six- (6) months of 1999.
Under the Schlumberger Agreements, XOX assigned a co-ownership in SHAPES,
subject to certain limitations, and XOX has agreed to provide services to
GeoQuest to maintain, support and enhance SHAPES. The Schlumberger Agreements
provide for payments of approximately $5.75 million to XOX Corporation over
three years, with additional sums possible based on the number of software
dispositions. Payments to XOX based on software dispositions extend beyond the
three-year period. The Schlumberger Agreements were the subject of a press
release dated July 23, 1998 and has been previously filed in connection with the
Company's Exchange Act filings.

Net revenues for the quarter ended June 30, 1999 decreased as anticipated,
approximately 15% to $595,696, from $704,656 reported for the same quarter in
1998. The decrease in second quarter revenues in 1999 as compared to the same
period in 1998 result from a larger up front payment on the Schlumberger
Agreements in June 1998. The up front payment was a one time payment and did not
repeat in 1999.

To increase revenues in 1999, the Board and Management have continued to broaden
the scope of business opportunities beyond the sales of licenses as well as
maintenance and royalties relating to those licenses. This is being done
primarily through the development and introduction of the Company's first end
user product SHAPES PROSPECTOR(TM), which the first version is anticipated to be
released prior to the fourth quarter of 1999. The PC Windows Compatible 3D
modeling tool is being designed for ease of use and to perform high-speed
calculations enabling the user to input well data and build complex models. It
allows for integrated 2D and 3D models, surface models, detailed mapping, fault
modeling and solid models.

In the second quarter of 1999 operating expenses increased by 9% from 1998 to
$523,250 compared to $478,830. For the six-month period ending June 30, 1999,
total operating expenses decreased by 2% to 934,909 compared to 955,326 reported
for same period in 1998.


                                     page 6
<PAGE>


Research and development expenses increased approximately 44% to $282,555 for
the quarter ended June 30, 1999, from $195,596 reported for the same quarter of
1998. The research and development expenses for the quarter ended June 30, 1999
represented approximately 54% of the Company's total operating expenses. For the
six-month period ending June 30, 1999 the Company's total research and
development expenses increased 12% to $504,851 from $451,818 reported in the
same period in 1998 representing 54% of the Company's total operating expenses.
The increase is in large part attributable to the Company's development efforts
relating to SHAPES PROSPECTOR.

Selling, general, and administrative expenses decreased approximately 15% to
$240,695 for the quarter ended June 30, 1999 from $283,234 reported for the same
quarter in 1998 and represented approximately 46 % of the Company's total
operating expenses as compared to 59% of operating expense in the second quarter
of 1998. For the six month period ending June 30, 1999 selling, general, and
administrative expenses decreased 15 % to $430,058 from $503,508 reported in the
same prior year period and represented 45% of operating expenses as compared to
52% of the Company's total operating expenses for the same period in 1998.

Increase in revenues and the reductions in the operating expenses improved the
Company's ratio of operating expenses to revenues ratio and resulted in net
income before extraordinary item, of $130,327 for the quarter ending June 30,
1999 and $280,939 for the six month period ending June 30,1999. This compares to
a net income before extraordinary item of $252,284 and $150,078 for the same
time periods in 1998. Thus, the Company's net income per share for the quarter
ending June 30,1999 was $.04 and for the six months ending June 30,1999 was
$.09, compared to a net income per share before extraordinary item of $.08 for
the quarter ending June 30, 1998 and $.05 for the six month period ending June
30,1998.

Interest income in the quarter ending June 30, 1999 of approximately $14,130
resulted from the investment of the surplus cash in money market accounts and
short-term certificates. Debt repayments in the second quarter of 1999 reduced
interest expense to $0 from $12,794 for the comparable quarter in 1998.

During 1999, the Company believes that operating results could continue to vary
substantially from quarter to quarter. At its current stage of operations, the
Company's quarterly revenues and results of operations may be materially
affected by the timing of the development, introduction and market acceptance of
the Company's and its licensees' products.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $1,250,052 at June 30, 1999, compared to
$1,194,397 at December 31, 1998 and $306,695 at June 30, 1998. The Company's
working capital was $864,271 at June 30,1999, compared to working capital of
$963,080 at December 31, 1998. The Company's accounts receivable were $7,250 on
June 30,1999 compared to accounts receivable of $172,312 at December 31, 1998.


                                     page 7
<PAGE>


The Company currently estimates that it will make capital expenditures in 1999
of approximately $40,000 for computer equipment.

The Company estimates that its current cash balance and the cash to be generated
from customer revenues will be sufficient to fund its operations and capital
needs through at least May 2001. At its current stage of business development,
the Company's quarterly revenues and results of operations may be materially
affected by, among other factors, development and introduction of products, time
to market, market acceptance, demand for the Company's products, reviews in the
press concerning the products of the Company or its competitors and general
economic conditions. Many of these factors are not within the control of the
Company. As a result, there can be no assurance that the Company will be
sufficiently funded beyond 2001.


YEAR 2000

The Company is aware of the Year 2000 issue. During 1998, the Company performed
an internal analysis of its primary software product (SHAPES) and assessed the
readiness of the Company's other products, its internal computer systems and
third party equipment and software for handling such Year 2000 issues. The
Company believes that the SHAPES product is currently Year 2000 compliant. The
Company, its software engineers and its technical support staff have performed
an extended analysis on vendor supplied modules and a schedule has been put in
place to obtain and install Year 2000 updates (where available). The Company
anticipates these updates to be installed by September 30, 1999. While the
Company cannot give any assurances that these vendor modules will be Year 2000
compliant, the Company expects to be able to successfully address and implement
any necessary changes to ensure Year 2000 compliance. The Company has addressed
is administrative dependence on software packages. Management has sent
correspondence to its outside vendors and third party suppliers to inquire about
the Year 2000 readiness of their respective products or services. The Company
has received return correspondence from the outside vendors and third party
suppliers, and to the extent that such vendors and suppliers can ensure Year
2000 compliance, the Company anticipates the continued use and dependence on
such third parties. However, there can be no assurance that these outside
vendors and third party suppliers will be able to become Year 2000 compliant,
which could have an adverse effect on the Company.

XOX is committed to being Year 2000 compliant and realizes the impact to its
customers if the Company is unable to continue developing, maintaining and
supplying SHAPES software. In 1999, the Company continues to develop contingency
plans in areas that may be impacted by Year 2000 related computer failure and
expects to have these plans in place by year-end.

To date, the Company has not incurred any significant expenditures associated
with becoming Year 2000 compliant. The Company anticipates it may incur up to
$20,000 of expenditures in association with becoming Year 2000 compliant.
However, as


                                     page 8
<PAGE>


management continues the assessment, the Company may find it necessary to incur
additional costs to become Year 2000 complaint. The Company cannot give any
assurance that it will in fact be able to be Year 2000 compliant, or that other
problems or costs associated with the Year 2000 issue will not arise.


PART II

                                OTHER INFORMATION

Item 1.     Legal Proceedings

            None


Item 2.     Changes in Securities

            None


Item 3.     Defaults Upon Senior Securities

            None


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

            Shareholder Meeting

The Annual Meeting of Stockholders of the Company was held on June 15, 1999. At
such meeting, the stockholders approved (i) the election of one (1) director
nominee for Class II, (Peter Dahl) (2,130,595 for, 25,300 withheld) and (ii) the
appointment of Grant Thornton, LLP as the Company's independent Auditors for the
fiscal year ending December 31, 1999, (2,128,985 for, 25,710 against, 1,200
abstain). For further information respecting all such matters reference is made
to the Company's proxy statement on Schedule 14A as filed with the Securities
and Exchange Commission on May 19, 1999.


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 10 and Exhibit 27, were
                        furnished in connection with the Company's Registration
                        Statement on Form SB2, 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.


                                     page 9
<PAGE>


                  (ii)  Exhibit 27.1 - Financial Data Schedule

            (b)   Reports on Form 8-K

                  XOX Corporation on May 18, 1999, dismissed Ernst & Young LLP
                  as its independent accountant. For further information
                  respecting all such matters reference is made to the Company's
                  Form 8-K that was filed with the Securities and Exchange
                  Commission on May 25, 1999.

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


February 7, 2000
                                       By /s/ Mark O. Senn
                                          Mark O. Senn
                                          President & COO


                                    page 10