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, 2000


                         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
                                 (952) 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 - 2,977,346 shares outstanding as of July 27,
2000.

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


                                       1
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                 XOX CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      Unaudited        Audited
                                                      June 30,       December 31,
                                                        2000             1999
                                                        ----             ----
<S>                                                 <C>              <C>
CURRENT ASSETS
   Cash and cash equivalents                        $  1,221,121     $  1,390,415
   Accounts receivable                                   247,738          191,175
   Prepaid expenses                                       86,546               --
   Other                                                   9,711           16,735
                                                    ------------     ------------

      Total current assets                             1,565,116        1,598,325

PROPERTY AND EQUIPMENT
   Furniture and fixtures                                 74,022           74,022
   Computer equipment                                    103,314           98,311
                                                    ------------     ------------
                                                         177,336          172,333
   Less accumulated depreciation                         124,281          113,506
                                                    ------------     ------------
                                                          53,055           58,827
                                                    ------------     ------------

     Total assets                                   $  1,618,171     $  1,657,152
                                                    ============     ============

CURRENT LIABILITIES
   Accounts payable                                 $         --     $     10,155
   Accrued payroll and vacation                           29,526           48,782
   Other accrued expenses                                  3,335           26,385
   Deferred revenue                                           --           96,399
                                                    ------------     ------------

     Total current liabilities                            32,861          181,721

STOCKHOLDERS' EQUITY
   Common stock                                           74,432           77,408
   Additional paid-in capital                         12,627,784       12,770,098
   Accumulated deficit                               (11,116,906)     (11,372,075)
                                                    ------------     ------------

      Total stockholders' equity                       1,585,310        1,475,431
                                                    ------------     ------------

      Total liabilities and stockholders' equity    $  1,618,171     $  1,657,152
                                                    ============     ============
</TABLE>


See notes to consolidated financial statements

                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                 XOX CORPORATION

                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

<TABLE>
<CAPTION>
                                          For the three months ended June 30,    For the six months ended June 30,
                                          -----------------------------------    ---------------------------------

                                                 2000               1999               2000              1999
                                             (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)
                                             -----------        -----------        -----------        -----------
<S>                                         <C>                <C>                <C>                <C>
Net revenues
   License and product sales                $    375,000       $    375,000       $    797,300       $    750,000
   Customer support and consulting               185,261            206,946            404,191            390,791
   Royalties                                      31,125             13,750             73,725             13,750
                                            ------------       ------------       ------------       ------------
                                                 591,386            595,696          1,275,216          1,154,541

Operating expenses
   Research and development                      301,746            282,555            569,255            504,851
   Selling, general and administrative           257,042            240,695            484,921            430,058
                                            ------------       ------------       ------------       ------------
                                                 558,788            523,250          1,054,176            934,909

Income from operations                            32,598             72,446            221,040            219,632

Interest income                                   16,987             14,130             31,769             27,366
Interest expense                                    (458)            (5,020)              (458)           (12,810)
Miscellaneous                                      4,314             48,771              2,818             46,751
                                            ------------       ------------       ------------       ------------

                Net income                  $     54,357       $    130,327       $    255,169       $    280,939
                                            ============       ============       ============       ============

Net income per share
   Basic                                    $        .02       $        .04       $        .09       $        .09
   Diluted                                           .02                .04                .08                .09
                                            ------------       ------------       ------------       ------------

Weighted average shares outstanding
   Basic                                       2,977,346          3,072,901          2,992,982          3,072,901
   Diluted                                     3,279,028          3,072,901          3,268,996          3,072,901
</TABLE>


See notes to consolidated financial statements

                                       3
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           For the six months ended June 30,
                                                           ---------------------------------

                                                                2000             1999
                                                             (Unaudited)      (Unaudited)
                                                             -----------      -----------
<S>                                                         <C>              <C>
Operating activities
   Net income                                               $    255,169     $    280,939
   Adjustments to reconcile net Income to net cash
     provided by (used in) operating activities
       Depreciation                                               10,774           11,875
       Changes in other operating assets and liabilities
         Accounts receivable                                     (56,563)         165,062
         Prepaid expenses and other                              (79,522)         (59,272)
         Accounts payable                                        (10,155)          52,685
         Accrued liabilities                                     (42,306)         (97,316)
         Deferred revenue                                        (96,399)          75,605
                                                            ------------     ------------
           Net cash provided by (used in) operating
             activities                                          (19,002)         429,578

Investing Activities
   Purchase of property and equipment                             (5,002)              --
                                                            ------------     ------------
           Net cash used in investing activities                  (5,002)              --

Financing activities
   Net proceeds from issuance of common stock                      6,000               --
   Common stock repurchase                                      (151,290)              --
   Payments on notes payable                                          --         (373,923)
                                                            ------------     ------------
           Net cash used in financing activities                (145,290)        (373,923)
                                                            ------------     ------------
           Net increase (decrease) in cash and cash
             equivalents                                        (169,294)          55,655

Cash and cash equivalents at beginning of period               1,390,415        1,194,397
                                                            ------------     ------------
Cash and cash equivalents at end of period                  $  1,221,121     $  1,250,052
                                                            ============     ============
</TABLE>


See notes to consolidated financial statements

                                       4
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

                                 XOX CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000



NOTE 1 - BASIS OF PRESENTATION

   XOX Corporation (the "Company" or "XOX" {pronounced zocks}) designs, develops
   and markets proprietary software for creating virtual mock-ups or models
   within the computer that capture the complete geometry of objects or spatial
   areas of interest. This model can then be used for visual analysis or
   simulate physical phenomena in a diverse set of disciplines ranging from
   geosciences to medical applications.

   The accompanying unaudited condensed financial statements have been prepared
   by the Company, 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. The consolidated balance sheet as of December 31,
   1999 is summarized from audited consolidated financial statements, but does
   not include all the disclosures contained therein. 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, 1999.

   In preparation of the Company's 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.


                                       5
<PAGE>


NOTE 2 - NET INCOME PER SHARE

   The Company's basic net income per share amounts have been computed by
   dividing net income by the weighted average number of outstanding common
   shares. The Company's diluted net income per share is computed by dividing
   net income by the weighted average number of outstanding common shares and
   common share equivalents relating to stock options and warrants when
   dilutive. Options to purchase 127,789 shares of common stock with a weighted
   average exercise purchase price of $5.75 and warrants to purchase 116,222
   shares of common stock with a weighted average purchase price of $9.77 were
   outstanding during the second quarter of 2000 but were excluded from the
   computation of common share equivalents because they were antidilutive.
   During the quarter ending June 30, 1999 the effect of all outstanding options
   and warrants were antidilutive.

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 the Company
   and its industry and other factors that could affect the Company's financial
   results are included in the Company's Securities and Exchange Commission
   filings.

   RESULTS OF OPERATIONS

   FISCAL YEAR 2000 QUARTER ENDING JUNE 30, 2000 COMPARED TO QUARTER ENDING JUNE
   30, 1999

   Net revenues for the quarter ended June 30, 2000 decreased less than 1% to
   $591,386, from $595,696 reported for the same quarter ending June 30, 1999.
   The company believes that the primary reason for the decrease in revenues for
   the three months period of 2000 in comparison to the same period in 1999, is
   attributable to key personnel changes in our sales and marketing area.


                                       6
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS - CONTINUED

   To increase the Company's revenues in 2000, the Board and management have
   continued to broaden the scope of business opportunities beyond the sales of
   software licenses, maintenance and support agreements and royalties relating
   to those licenses. This is being accomplished primarily through the
   development and introduction of the Company's first end user product
   ShapesProspector(TM). ShapesProspector(TM) is a PC Windows Compatible 3D
   modeling tool that performs high-speed calculations and enables the end 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.
   Version 2.0 of ShapesProspector was released in May 2000. During second
   quarter, the Company added multiple Z value modeling capabilities to
   ShapesProspector(TM), which allowed for for construction and manipulation of
   complex models such as salt diapirs, overturned folds and reverse faults.

   Research and development expenses increased approximately 7% to $301,746 for
   the quarter ended June 30, 2000, from $282,555 reported for same quarter of
   1999. The research and development expenses for the quarter ended June 30,
   2000 represented approximately 54% of the Company's total operating expenses.
   This was primarily due to the increased development effort going into the
   creation of Version 2.0 of ShapesProspector(TM), which was released in May
   2000.

   Selling, general and administrative expenses for the quarter ended June 30,
   2000 increased approximately 7% to $257,042 from $240,695 reported for the
   same quarter in 1999 and represented approximately 46% of the Company's total
   operating expenses. These increased operating expenses are due to the
   addition of our Houston sales and marketing office as well as key personnel
   changes in the sales and marketing areas.

   The revenues outpaced the operating expenses and resulted in a net income of
   $54,357 for the quarter ended June 30, 2000. This compares to a net income of
   $130,327 for the same period in 1999. Thus, the Company's basic income per
   share for the quarter ended June 30, 2000 was $0.02 compared to basic income
   per share of $0.04 for the quarter ended June 30, 1999.

   Interest income in the quarter ended June 30, 2000 of $16,987 resulted from
   the investment of the surplus cash in money market accounts and short-term
   certificates.

   During 2000, 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 and its end user products.


                                       7
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

   Cash and cash equivalents were $1,221,121 at June 30, 2000, compared to
   $1,390,415 at December 31, 1999. The difference primarily reflects a similar
   amount expensed to re-purchase shares of the Company's common stock since
   December 31, 1999. The Company's working capital was $1,532,255 at June 30,
   2000 compared to working capital of $1,416,605 at December 31, 1999. The
   Company's accounts receivables were $247,738 on June 30, 2000 compared to
   accounts receivables of $191,175 at December 31, 1999.

   The Company currently estimates that it will make capital expenditures in
   2000 of approximately $34,000 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 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 products, market acceptance of the Company and
   its products, demand for the Company's products, reviews in the press
   concerning the products of the Company and 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.

FORWARD LOOKING STATEMENTS

   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, not
limited to, but including 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).


                                       8
<PAGE>


                                     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

            The Annual Meeting of Stockholders of the Company was held on May 2,
2000. At such meeting, the stockholders approved (i) the election of two (2)
directors nominated for class three (3) (Bernard Reeck and Craig Gagnon)
(2,311,101 for, 1,600 withheld) and (ii) the appointment of Grant Thornton LLP
as the Company's independent auditors for the fiscal year ending December 31,
2000 (2,232,153 for, 3,300 against, 84,148 abstain). For further information
respecting all such matters reference is made to the Company's proxy statement
on Schedule 14 A as filed with the Securities and Exchange Commission on April
13, 2000. Also, a description of each matter voted upon; state the # votes cast
for, against or withheld, as well as the number of abstentions and broker
non-votes, as to each such matter, including a separate tabulation with respect
to each nominee for office.

Item 5.     Other Information

            Effective June 1, 2000, Mr. Jack Steen replaced Mr. Tim Ryan in
            Houston as V.P. of Sales and Marketing.

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 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 herein by reference.

                  (ii)  Exhibit 27.1 - Financial Data Schedule

            (b)   Reports on Form 8-K

                  (i)   None



                                       9
<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 __, 2000
                                       By /s/ Mark O. Senn
                                          Mark O. Senn
                                          President and COO


                                       10