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 MARCH 31, 2002


                         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 April 30,
2002.

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
                March 31, 2002 and December 31, 2001                         3

                Condensed Consolidated Statements of Operations for
                the Three Months Ended March 31, 2002 and 2001               4

                Condensed Consolidated Statements of Cash Flows for
                the Three Months Ended March 31, 2002 and 2001               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


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<PAGE>


PART 1 FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                 XOX CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                               March 31,       December 31,
ASSETS                                           2002             2001
------                                       ------------     ------------

CURRENT ASSETS
   Cash and cash equivalents                 $    704,990     $    873,662
   Prepaid expenses and other                     103,865            6,337
                                             ------------     ------------

                Total current assets              808,855          879,999

OTHER ASSETS
   Net assets of discontinued operations            6,486           13,995
                                             ------------     ------------

                                             $    815,341     $    893,994
                                             ============     ============

LIABILITIES AND STOCKHOLDERS EQUITY
-----------------------------------

CURRENT LIABILITIES
   Accounts payable                          $     48,832     $     45,543
                                             ------------     ------------

                Total current liabilities          48,832           45,543

STOCKHOLDERS EQUITY
   Common stock                                    74,432           74,432
   Additional paid-in capital                  12,627,784       12,627,784
   Accumulated deficit                        (11,935,707)     (11,853,765)
                                             ------------     ------------
                                                  766,509          848,451
                                             ------------     ------------

                                             $    815,341     $    893,994
                                             ============     ============


See notes to condensed consolidated financial statements.


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<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Three months ended March 31,
                                                           ---------------------------
                                                              2002            2001
                                                           -----------     -----------
<S>                                                        <C>             <C>
Operating expenses                                         $   (85,417)    $  (143,600)
                                                           -----------     -----------

                Operating loss                                 (85,417)       (143,600)

Other income - interest                                          3,475          15,989
                                                           -----------     -----------

                Loss from continuing operations                (81,942)       (127,611)

Discontinued operations
   Loss from operations of geosciences line of business             --         (43,994)
                                                           -----------     -----------

                NET LOSS                                   $   (81,942)    $  (171,605)
                                                           ===========     ===========

Loss per share - basic and diluted
   Continuing operations                                   $     (0.03)    $     (0.04)
   Discontinued operations                                          --           (0.02)
                                                           -----------     -----------
   Net earnings                                            $     (0.03)    $     (0.06)
                                                           ===========     ===========

Weighted average shares outstanding - basic
   and diluted                                               2,977,346       2,977,346
</TABLE>


See notes to condensed consolidated financial statements.


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<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      Three months ended March 31,
                                                                      ---------------------------
                                                                         2002            2001
                                                                      -----------     -----------
<S>                                                                   <C>             <C>
Cash flows from operating activities:
   Net loss                                                           $   (81,942)    $  (171,605)
   Adjustments to reconcile net loss to net cash used in operating
     activities:
       Net change in discontinued operations                                7,509        (144,288)
       Prepaid expenses and other                                         (97,528)        (51,050)
       Accounts payable                                                     3,289              --
                                                                      -----------     -----------

                Net cash used in operating activities                    (168,672)       (366,943)
                                                                      -----------     -----------

                Net decrease in cash and cash equivalents                (168,672)       (366,943)

Cash and cash equivalents at beginning of period                          873,662       1,378,531
                                                                      -----------     -----------

Cash and cash equivalents at end of period                            $   704,990     $ 1,011,588
                                                                      ===========     ===========
</TABLE>


See notes to condensed consolidated financial statements.


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<PAGE>


                                 XOX CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002


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, 2001.
The condensed consolidated balance sheet as of December 31, 2001 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

During December 2000, the Company entered into a formal plan for exiting its
geoscience business effective December 31, 2000 and began exploring future
strategic options. Accordingly, XOX closed its software engineering operations
at its Bloomington, Minnesota headquarters, its research and maintenance
facilities in Bangalore, India, as well as its geoscience-related sales offices
in Houston, Texas. Further, the Company entered into an agreement with GeoSmith
Consulting Group LLC ("GeoSmith") (comprised largely of former employees of
XOX's software engineering staff) under which GeoSmith provided ongoing
maintenance, development and support of XOX's technologies to meet its
contractual obligations and serve its customers going forward.


                                       6
<PAGE>


                                 XOX CORPORATION

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                 MARCH 31, 2002


NOTE 2 - DISCONTINUED OPERATIONS AND RESTATEMENT - Continued

As a result of these developments, the operating results of the geoscience
business have been presented as discontinued operations in the Company's
financial statements.

The components of net assets of discontinued operations included in the
Company's condensed consolidated balance sheets are as follows:

                                                     March 31,    December 31,
                                                       2002          2001
                                                     ---------     ---------
     ASSETS
       Property and equipment                        $  16,486     $  23,995

     LIABILITIES
       Accounts payable and accrued expenses           (10,000)      (10,000)
                                                     ---------     ---------

     Net assets of discontinued operations           $   6,486     $  13,995
                                                     =========     =========

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

                                                  Three months ending March 31,
                                                  -----------------------------
                                                       2002          2001
                                                     ---------     ---------

     Revenues                                        $      --     $  62,500
     Operating expenses                                     --      (106,494)
                                                     ---------     ---------

     Loss from operations of the
        geosciences line of business                 $      --     $ (43,994)
                                                     =========     =========


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<PAGE>


                                XOX CORPORATION
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 2002


NOTE 3 - LOSS PER SHARE

Basic 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 months ended March 31, 2002, 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 months ended
March 31, 2002, no additional common share equivalents would have been included,
as all were antidilutive for that period.

NOTE 4 - RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") 141, BUSINESS COMBINATIONS, and SFAS
142, GOODWILL AND OTHER INTANGIBLE ASSETS. These pronouncements, among other
things, eliminate the pooling-of-interest method of accounting for business
combinations and require intangible assets acquired in business combinations be
recorded separately from goodwill. The pronouncements also eliminate the
amortization of goodwill and other intangible assets with indefinite lives. SFAS
141 and the nonamortization provisions of SFAS 142 were effective for purchase
business combinations completed after June 30, 2001. The remaining provisions of
SFAS 142 were effective for the Company beginning January 1, 2002. Adoption of
these pronouncements did not have a material affect on the Company, as the
Company does not have any goodwill or other intangible assets with indefinite
lives.

In September 2001, the FASB issued SFAS 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS. SFAS 144 supercedes SFAS 121 and further
clarifies the accounting for disposals of long-lived assets. The Company adopted
this pronouncement on January 1, 2002. Adoption of this pronouncement did not
have a material effect on the Company.


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<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) and the "Risk Factors" section of the Company's Definitive Proxy
Statement on Schedule 14A, as filed with the Securities Exchange Commission on
May 8, 2002. 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 the
geoscience line of business. As a result, the operating results of its
geoscience business is presented as discontinued operations.

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

The Company has no revenues from continuing operations other than interest
income. Interest income for the three months ended March 31, 2002 decreased
approximately 78% to $3,475 from $15,989 reported for the three months ended
March 31, 2001. This increase 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 of $85,417 and $143,600 for the
three months ended March 31, 2002 and 2001 consisted of general operating
expenses, including salaries, office rent, insurance, legal, accounting and
office supplies.


                                       9
<PAGE>


The Company had no revenues related to the discontinued geosciences line of
business during the three months ended March 31, 2002, as compared to $62,500
during the three months ended March 31, 2001. There were no geoscience operating
expenses during the three months ended March 31, 2002, as compared to $106,494
during the three months ended March 31, 2001. This resulted in no earnings or
loss from operations from the discontinued line of business during the three
months ended March 31, 2002, compared to a loss of $43,994 during the three
months ended March 31, 2001. 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 $704,990 at March 31, 2002, compared to $873,662
at December 31, 2001. The Company had net assets of discontinued operations of
$6,486 at March 31, 2002, compared to $13,995 at December 31, 2001. The Company
has no debt as of March 31, 2002.

On January 8, 2002, the Company announced that it had signed a definitive
agreement to merge (the "Merger") with Tele Digital Development, Inc. ("Tele
Digital"), a privately held company organized under the laws of the state of
Minnesota that develops and markets operating software systems for the wireless
communications market. Upon the completion of the Merger, current stockholders
of XOX would own approximately 23% of the outstanding shares of the merged
company and the current shareholder of Tele Digital would own approximately 77%
of the merged company. The Merger is subject to several conditions, including
the approval by the stockholders of XOX and the shareholders of Tele Digital.

The Company believes it has adequate cash to operate until the Merger with Tele
Digital is completed, which is expected to occur during the second quarter of
2002. As part of the definitive agreement with Tele Digital, the Company is
required, at the time of the closing of the Merger, to have at least $750,000 of
cash and cash equivalents and prepaid insurance premiums for its directors and
officers insurance policy. If this amount is not maintained, the ratio of common
shares to be exchanged between the Company and Tele Digital may be adjusted.
Prior to the Merger, the Company may attempt to raise additional amounts of
cash, either from the sale of certain assets or the issuance of Common Stock. On
February 1, 2002, the Company authorized a sale of up to an aggregate amount of
$300,000 of shares of Common Stock, at a price of $0.15 per share. As of the
date of this report, none of these shares have been sold. There can be no
assurance that the Company will be successful in raising additional amounts of
cash, if attempted.


                                       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


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<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


May 14, 2002
                                                  By /s/ John Sutton
                                                     ---------------------------
                                                     John Sutton
                                                     Chief Executive Officer and
                                                     Principal Financial Officer




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