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 SEPTEMBER 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 October 25,
2001.

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




                                       1
<PAGE>


                                 XOX CORPORATION
                                      INDEX



<TABLE>
<CAPTION>
                                                                                                  Page No.
                                                                                                  --------
<S>                                                                                                   <C>
PART I.       FINANCIAL INFORMATION
              Item 1.  Financial Statements
                Condensed Consolidated Balance Sheets as of
                September 30, 2001 and December 31, 2000                                              3

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

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

                Notes to Financial Statements                                                         6

              Item 2.  Management's Discussion and Analysis
                       or Plan of Operations                                                          9


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

</TABLE>




                                       2
<PAGE>


PART 1 FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                 XOX CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                September 30,   December 31,
                                                    2001            2000
                                                ------------    ------------
CURRENT ASSETS
   Cash and cash equivalents                    $    944,475    $  1,378,531
   Prepaid expenses                                   20,850              --
                                                ------------    ------------

                Total current assets                 965,325       1,378,531

OTHER ASSETS
   Net assets of discontinued operations              10,381              --
                                                ------------    ------------

                                                $    975,706    $  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                           (11,726,510)    (11,445,138)
                                                ------------    ------------
                                                     975,706       1,257,078
                                                ------------    ------------

                                                $    975,706    $  1,378,531
                                                ============    ============


See notes to consolidated financial statements.

                                        3
<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                  Three months ended September 30, Nine months ended September 30,
                                                  -------------------------------- -------------------------------
                                                       2001             2000           2001             2000
                                                    -----------    -------------    -----------    -------------
<S>                                                 <C>            <C>              <C>            <C>
Operating expenses                                  $  (131,633)   $          --    $  (420,365)   $          --
                                                    -----------    -------------    -----------    -------------

                Operating loss                         (131,633)              --       (420,365)              --

Other income-interest                                     7,437           31,218         33,811           62,988
                                                    -----------    -------------    -----------    -------------

                Earnings (loss) from continuing
                  operations                           (124,196)          31,218       (386,554)          62,988

Discontinued operations
   Earnings (loss) from operations of geosciences
     line of business                                   144,036             (925)       105,182          222,474
                                                    -----------    -------------    -----------    -------------

                NET EARNINGS (LOSS)                 $    19,840    $      30,293    $  (281,372)   $     285,462
                                                    ===========    =============    ===========    =============

Earnings (loss) per share - basic
   Continued operations                             $     (0.04)   $        0.01    $     (0.13)   $        0.02
   Discontinued operations                                 0.05             0.00           0.04             0.08
                                                    -----------    -------------    -----------    -------------
   Net earnings (loss)                              $      0.01    $        0.01    $     (0.09)   $        0.10
                                                    ===========    =============    ===========    =============

Earnings (loss) per share - diluted
   Continued operations                             $     (0.04)   $        0.01    $     (0.13)   $        0.02
   Discontinued operations                                 0.05             0.00           0.04             0.07
                                                    -----------    -------------    -----------    -------------
   Net earnings (loss)                              $      0.01    $        0.01    $     (0.09)   $        0.09
                                                    ===========    =============    ===========    =============

Weighted average shares outstanding:
   Basic                                              2,977,346        2,987,732      2,977,346        2,987,732
   Diluted                                            2,977,346        3,064,754      2,977,346        3,197,416

</TABLE>


See notes to consolidated financial statements.


                                       4
<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             Nine months ended September 30,
                                                             ==----------------------------
                                                                  2001           2000
                                                              -----------    -----------
<S>                                                           <C>            <C>
Cash flows from operating activities:
   Net earnings (loss)                                        $  (281,372)   $   285,462
   Adjustments to reconcile net earnings (loss) to net cash
     provided by (used in) operating activities:
       Net change in discontinued operations                     (131,834)      (263,162)
       Prepaid expenses                                           (20,850)            --
                                                              -----------    -----------
                Net cash provided by (used in) operating
                  activities                                     (434,056)        22,300

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        (434,056)      (122,990)

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

Cash and cash equivalents at end of period                    $   944,475    $ 1,267,425
                                                              ===========    ===========

</TABLE>


See notes to consolidated financial statements.



                                       5
<PAGE>


                                 XOX CORPORATION

                          NOTE TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001




   NOTE 1  -  BASIS OF PRESENTATION

   The accompanying unaudited condensed consolidated 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 provides ongoing maintenance,
   development and support of XOX's technologies and secures the technical
   resources necessary for the Company to meet its contractual obligations and
   provide its customers with quality support and services.



                                       6
<PAGE>


                                 XOX CORPORATION

                    NOTE TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 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:

<TABLE>
<CAPTION>
                                                         September 30, December 31,
                                                              2001        2000
                                                           ---------   ---------
<S>                                                        <C>         <C>
     ASSETS
       Accounts receivable                                 $   6,522   $      --
       Prepaid expenses                                        1,815      11,261
       Property and equipment                                 28,391      41,579
                                                           ---------   ---------

                                                              36,728      52,840

     LIABILITIES
       Accounts payable                                       23,785      81,109
       Accrued payroll expenses                                   --      88,724
       Other accrued expenses                                  2,562       4,460
                                                           ---------   ---------
                                                              26,347     174,293
                                                           ---------   ---------

     Net assets (liabilities) of discontinued operations   $  10,381   $(121,453)
                                                           =========   =========
</TABLE>


Summarized financial information for the operations of the geosciences business
are as follows:

<TABLE>
<CAPTION>
                                           Three months ended             Nine months ending
                                              September 30,                 September 30,
                                       --------------------------    --------------------------
                                          2001           2000           2001           2000
                                       -----------    -----------    -----------    -----------
<S>                                    <C>            <C>            <C>            <C>
     Revenues                          $   153,233    $   507,875    $   257,400    $ 1,783,091
     Operating expenses                     (4,800)      (508,836)      (133,861)    (1,563,013)
     Interest expense                           --             --             --           (458)
     Other, net                             (4,397)            36        (18,357)         2,854
                                       -----------    -----------    -----------    -----------

     Earnings (loss) from operations
        of the geosciences line of
        business                       $   144,036    $      (925)   $   105,182    $   222,474
                                       ===========    ===========    ===========    ===========

</TABLE>


                                       7
<PAGE>


                                 XOX CORPORATION

                    NOTE TO FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2001


   NOTE 3  -  NET EARNINGS (LOSS) PER SHARE

   Basic earnings (loss) 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 nine months ended September 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 had reported net earnings from continuing operations for the
   three and nine months ended September 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.

   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.

   Management believes these Statements will not have a material impact on the
   Company's financial position or results of operations.



                                       8
<PAGE>



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.

   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
   nine months ended September 30, 2000 have been restated to present the
   operating results of the geoscience business as discontinued operations.

   Three months ended September 30, 2001 compared to three months ended
   ---------------------------------------------------------------------
   September 30, 2000
   ------------------

   The Company has no revenues from continuing operations other than interest
   income. Interest income for the three months ended September 30, 2001
   decreased approximately 76% to $7,437 from $31,218 reported for the three
   months ended September 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
   September 30, 2001 of $131,633 consist of general operating expenses,
   including salaries, office rent, insurance, legal, accounting, and office
   supplies. All expenses incurred during the three months ended September 30,
   2000 have been reported as discontinued operations.

   Revenues related to the discontinued geosciences line of business were
   $153,233 during the three months ended September 30, 2001 as compared to
   $507,875 during the three months ended September 30, 2000. Geoscience
   operating expenses were $4,800 during the three months ended September 30,
   2001 and $508,836 during the three months ended September 30, 2000. This
   resulted in a earnings from operations from the discontinued line of business
   during the three months ended September 30, 2001 of $144,036 compared to a
   loss of $925 during the three months ended September 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.




                                       9
<PAGE>


   Nine months ended September 30, 2001 compared to nine months ended
   -------------------------------------------------------------------
   September 30, 2000
   ------------------

   Interest income for the nine months ended September 30, 2001 decreased
   approximately 46% to $33,811 from $62,988 reported for the nine months ended
   September 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 nine months ended
   September 30, 2001 of $420,365 consist of general operating expenses,
   including salaries, office rent, insurance, legal, accounting, and office
   supplies. All expenses incurred during the nine months ended September 30,
   2000 have been reported as discontinued operations.

   Revenues related to the discontinued geosciences line of business were
   $153,233 during the nine months ended September 30, 2001 as compared to
   $1,783,091 during the nine months ended September 30, 2000. Geoscience
   operating expenses were $133,861 during the nine months ended September 30,
   2001 and $1,563,013 during the nine months ended September 30, 2000. This
   resulted in earnings from operations from the discontinued line of business
   during the nine months ended September 30, 2001 of $105,182 compared to
   $222,474 during the nine months ended September 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 $944,475 at September 30, 2001 compared to
   $1,378,531 at December 31, 2000. The Company had net assets of discontinued
   operations of $10,381 at September 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.

   As announced in a press release dated September 27, 2001, the Company and
   Tele Digital Development, Inc. ("Tele Digital") continue to negotiate
   agreements in connection with the possible merger of the Company and Tele
   Digital. In the event that the transaction with Tele Digital is not
   completed, the Company expects that it will explore other strategic options
   or acquisitions or 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


October 25, 2001
                                               By  /s/ John Sutton
                                                      John Sutton
                                                      CEO





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