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, 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
                                 (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 - 2,977,346 shares outstanding as of October 31,
2000.

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

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                 XOX CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                              September 30,     December 31,
                                                                  2000              1999
                                                              ------------      ------------
<S>                                                           <C>               <C>
CURRENT ASSETS
   Cash and cash equivalents                                  $  1,267,425      $  1,390,415
   Accounts receivable                                             276,563           191,175
   Prepaid insurance                                                61,296                --
   Other                                                             9,711            16,735
                                                              ------------      ------------

                Total current assets                             1,614,995         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                                   129,668           113,506
                                                              ------------      ------------
                                                                    47,668            58,827
                                                              ------------      ------------

                Total assets                                  $  1,662,663      $  1,657,152
                                                              ============      ============

CURRENT LIABILITIES
   Accounts payable                                           $      4,703      $     10,155
   Accrued expenses                                                 39,022            48,782
   Other accrued expenses                                            3,335            26,385
   Deferred revenue                                                     --            96,399
                                                              ------------      ------------

                Total current liabilities                           47,060           181,721

STOCKHOLDERS' EQUITY
   Common stock                                                     74,432            77,408
   Additional paid-in capital                                   12,627,784        12,770,098
   Accumulated deficit                                         (11,086,613)      (11,372,075)
                                                              ------------      ------------

                Total stockholders' equity                       1,615,603         1,475,431
                                                              ------------      ------------

                Total liabilities and stockholders' equity    $  1,662,663      $  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 OPERATIONS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                            For the three months ended        For the nine months ended
                                                   September 30,                    September 30,
                                           ----------------------------     ----------------------------
                                               2000             1999            2000             1999
                                           -----------      -----------     -----------      -----------
<S>                                        <C>              <C>             <C>              <C>
Net revenues
   Licensee and product sales              $   375,000      $   387,500     $ 1,172,300      $ 1,151,250
   Customer support and consulting              62,500          251,511         466,691          628,552
   Royalties                                    70,375           14,950         144,100           28,700
                                           -----------      -----------     -----------      -----------
                                               507,875          653,961       1,783,091        1,808,502

Operating expenses
   Research and development                    274,772          230,882         844,027          753,733
   Selling, general and administrative         234,064          196,677         718,986          614,654
                                           -----------      -----------     -----------      -----------
                                               508,836          427,559       1,563,013        1,350,387

Income (loss) from operations                     (961)         226,402         220,078          458,115

Interest income                                 31,218           25,742          62,988           53,146
Interest expense                                    --               --            (458)         (12,848)
Miscellaneous                                       36               --           2,854           46,751
                                           -----------      -----------     -----------      -----------

Income before extraordinary item                30,293          252,144         285,462          545,164

Extraordinary item                                  --               --              --          110,245
                                           -----------      -----------     -----------      -----------

                Net income                 $    30,293      $   252,144     $   285,462      $   655,409
                                           ===========      ===========     ===========      ===========

Basic income per share:
   Income before extraordinary item        $       .01      $       .08     $       .10      $       .17
   Extraordinary item                               --               --              --              .04
   Net income                              $       .01      $       .08     $       .10      $       .21

Diluted income per share:
   Income before extraordinary item        $       .01      $       .08     $       .09      $       .17
   Extraordinary item                               --               --              --              .04
   Net income                              $       .01      $       .08     $       .09      $       .21

Weighted average shares outstanding
   Basic                                     2,987,732        3,075,484       2,987,732        3,073,762
   Diluted                                   3,064,754        3,219,833       3,197,416        3,121,878
</TABLE>


See notes to consolidated financial statements

                                       3
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                For the nine months ended September 30,
                                                                ---------------------------------------
                                                                       2000                  1999
                                                                   ------------          ------------
<S>                                                                <C>                   <C>
Operating activities
   Net income                                                      $    285,462          $    655,409
   Adjustments to reconcile net income to net cash used in
     operating activities
       Depreciation                                                      16,162                17,225
       Gain on extinguishment of debt                                        --              (110,245)
       Changes in other operating assets and liabilities
         Accounts receivable                                            (85,388)              118,542
         Prepaid expenses and other                                     (54,272)              (30,955)
         Accounts payable                                                (5,452)              (61,822)
         Accrued liabilities                                            (32,810)              (97,569)
         Deferred revenue                                               (96,399)                5,114
                                                                   ------------          ------------

                Net cash provided by operating activities                27,303               495,699

Investing activities
   Purchase of property and equipment                                    (5,003)              (18,466)
                                                                   ------------          ------------

                Net cash used in investing activities                    (5,003)              (18,466)

Financing activities
   Net proceeds from issuance of common stock                             6,000                 6,251
   Common stock repurchase                                             (151,290)                   --
   Payments on notes payable                                                 --              (386,004)
                                                                   ------------          ------------

                Net cash used in financing activities                  (145,290)             (379,753)
                                                                   ------------          ------------

                Net increase (decrease) in cash and cash
                  equivalents                                          (122,990)               97,480

Cash and cash equivalents at beginning of period                      1,390,415             1,194,397
                                                                   ------------          ------------

Cash and cash equivalents at end of period                         $  1,267,425          $  1,291,877
                                                                   ============          ============
</TABLE>


See notes to consolidated financial statements

                                       4
<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

                                 XOX CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 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>


                                     PART I

                              FINANCIAL INFORMATION

                   ITEM 1 & 2 FINANCIAL STATEMENTS (CONTINUED)

                                 XOX CORPORATION

        NOTES TO CONDENSED CONDOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2000
                                    UNAUDITED


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 505,403 shares of common stock with a weighted
   average exercise purchase price of $3.43 and warrants to purchase 115,822
   shares of common stock with a weighted average purchase price of $9.75 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 September 30, 2000 the effect of all outstanding
   options and warrants were antidilutive.

NOTE 3 - INCOME TAXES

The Company has utilized net operating loss carry forwards to fully offset
current taxable income. Accordingly, no provision for income taxes has been
recorded.


   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.


                                       6
<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

                     ITEM 2 FINANCIAL STATEMENTS (CONTINUED)

                                 XOX CORPORATION

        NOTES TO CONDENSED CONDOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2000
                                    UNAUDITED


   RESULTS OF OPERATIONS

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

   Net revenues for the quarter ended September 30, 2000 decreased 22% to
   $507,875, from $653,961 reported for the same quarter ending September 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 as well as a scheduled and anticipated reduction in support under the
   company's contract with Schlumberger.

   To increase the Company's revenues in 2000, the Board and management have
   continued to attempt to broaden the scope of business opportunities beyond
   the sales of software licenses, maintenance and support agreements and
   royalties relating to such licenses. To that end, the company initially
   embarked on the development and introduction of the Company's first end user
   product ShapesProspector(TM), 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. While Version 3.0 of ShapesProspector(TM) as well
   as a Well Planning Tool Add On are anticipated to be released in November
   2000, sales have aged significantly.

   In order to address future growth of the company, the Board has appointed a
   new Chief Executive Officer, John Sutton, and an Executive Vice President of
   Business Development, Bill Fuller. Their focus will be to 1) negotiate a
   continuing relationship with Schlumberger, 2) seek out strategic growth
   opportunities through merger and/or acquisition, and 3) evaluate the
   positioning, sales, and marketing of ShapesProspector(TM).

   Research and development expenses increased approximately 19% to $274,772 for
   the quarter ended September 30, 2000, from $230,882 reported for same quarter
   of 1999. The research and development expenses for the quarter ended
   September 30, 2000 represented approximately 54% of the Company's total
   operating expenses. For the nine-month period ending September 30, 2000, the
   Company's total research and development expenses increased 12% to $844,027
   from $753,733. This was primarily due to the increased development effort
   going into the creation of Version 3.0 of ShapesProspector(TM), and the new
   Well Planning Tool.


                                       7
<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

                     ITEM 2 FINANCIAL STATEMENTS (CONTINUED)

                                 XOX CORPORATION

        NOTES TO CONDENSED CONDOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2000
                                    UNAUDITED


   Selling, general and administrative expenses for the quarter ended September
   30, 2000 increased approximately 19% to $234,064 from $196,677 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 two new key individuals, a Chief Executive Officer and Executive
   Vice President Business Development as well as ongoing merger and acquisition
   activities.

   The companies revenues and other income for the quarter ended September 30,
   2000 exceeded the operating expenses for the same period and resulted in a
   net income of $30,293 for the quarter ended September 30, 2000. This compares
   to a net income of $252,144 for the same period in 1999. Thus, the Company's
   basic income per share for the quarter ended September 30, 2000 was $.01
   compared to basic income per share of $0.08 for the quarter ended September
   30, 1999.

   Interest income in the quarter ended September 30, 2000 of $31,218 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.


                                       8
<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

                     ITEM 2 FINANCIAL STATEMENTS (CONTINUED)

                                 XOX CORPORATION

        NOTES TO CONDENSED CONDOLIDATED FINANCIAL STATEMENTS - CONTINUED

                               SEPTEMBER 30, 2000
                                    UNAUDITED


LIQUIDITY AND CAPITAL RESOURCES

   Cash and cash equivalents were $1,267,425 at September 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 $1,567,953 at September
   30, 2000 compared to working capital of $1,416,605 at December 31, 1999. The
   Company's accounts receivables were $276,563 on September 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).


                                       9
<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

          None


Item 5.   Other Information

          During the third quarter, the Board of Directors appointed John Sutton
          as the Company's Chief Executive Officer, and Bill Fuller as the
          Company's Executive Vice President Business Development.


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 here in by reference.

               (ii) Exhibit 27.1 - Financial Data Schedule

          (b)  Reports on Form 8-K

               None


                                       10
<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


November 14, 2000
                                       By /s/ Mark O. Senn
                                          Mark O. Senn
                                          President & COO


                                       11