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, 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 May 2, 2001.

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

            Balance Sheets as of March 31, 2001
            and December 31, 2000                                              3

            Statements of Operations for the Three
            Months Ended March 31, 2001 and 2000                               4

            Statements of Cash Flows for the Three Months
            Ended March 31, 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


                                       2
<PAGE>


PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                 XOX CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   March 31,      December 31,
                                                     2001             2000
                                                 ------------     ------------
<S>                                              <C>              <C>
CURRENT ASSETS
   Cash and cash equivalents                     $  1,011,588     $  1,378,531
   Prepaid expenses                                    51,050               --
                                                 ------------     ------------

                Total current assets                1,062,638        1,378,531

OTHER ASSETS
   Net assets of discontinued operations               22,835               --
                                                 ------------     ------------

                                                 $  1,085,473     $  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                            (11,616,743)     (11,445,138)
                                                 ------------     ------------
                                                    1,085,473        1,257,078
                                                 ------------     ------------

                                                 $  1,085,473     $  1,378,531
                                                 ============     ============
</TABLE>


See notes to consolidated financial statements.

                                       3
<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three months ended March 31,
                                                          -----------------------------
                                                              2001             2000
                                                          ------------     ------------
<S>                                                       <C>              <C>
Interest income                                           $     15,989     $     14,783
Operating expenses                                            (143,600)              --
                                                          ------------     ------------

                Earnings (loss) from continuing
                  operations                                  (127,611)          14,783

Discontinued operations
   Earnings (loss) from operations of geosciences line
     of business                                               (43,994)         186,029
                                                          ------------     ------------

                NET EARNINGS (LOSS)                       $   (171,605)    $    200,812
                                                          ============     ============

Earnings (loss) per share - basic
   Continued operations                                   $      (0.04)    $       0.01
   Discontinued operations                                       (0.02)            0.06
                                                          ------------     ------------
   Net earnings                                           $      (0.06)    $       0.07
                                                          ============     ============

Earnings (loss) per share - diluted
   Continued operations                                   $      (0.04)    $       0.00
   Discontinued operations                                       (0.02)            0.06
                                                          ------------     ------------
   Net earnings                                           $      (0.06)    $       0.06
                                                          ============     ============

Weighted average shares outstanding:
   Basic                                                     2,977,346        3,008,619
   Diluted                                                   2,977,346        3,258,965
</TABLE>


See notes to consolidated financial statements.

                                       4
<PAGE>


                                 XOX CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             Three months ended March 31,
                                                            -----------------------------
                                                                2001             2000
                                                            ------------     ------------
<S>                                                         <C>              <C>
Cash flows from operating activities:
   Net earnings (loss)                                      $   (171,605)    $    200,812
   Adjustments to reconcile net earnings (loss) to net
     cash provided by operating activities:
       Net change in discontinued operations                    (144,288)        (256,039)
       Prepaid expenses                                          (51,050)              --
                                                            ------------     ------------

                Net cash used in operating activities           (366,943)         (55,227)

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                                  (366,943)        (200,517)

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

Cash and cash equivalents at end of period                  $  1,011,588     $  1,189,898
                                                            ============     ============
</TABLE>


See notes to consolidated financial statements.

                                       5
<PAGE>

                                 XOX CORPORATION

                          NOTE TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001



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 generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements be read in
conjunction with the financial statements and accompanying notes included in the
Company's annual report to the Securities and Exchange Commission on Form 10-KSB
for the fiscal year ended December 31, 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 will provide ongoing maintenance, development and support of XOX's
technologies and secure the technical resources necessary for the Company to
meet its contractual obligations and provide its customers with quality support
and future services.


                                       6
<PAGE>


                                 XOX CORPORATION

                     NOTE TO FINANCIAL STATEMENTS-CONTINUED

                                 MARCH 31, 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>
                                                              March 31,      December 31,
                                                                2001             2000
                                                            ------------     ------------
<S>                                                         <C>              <C>
     ASSETS
       Prepaid expenses                                     $     22,941     $     11,261
       Property and equipment                                     37,184           41,579
                                                            ------------     ------------

                                                                  60,125           52,840

     LIABILITIES
       Accounts payable                                           24,830           81,109
       Accrued payroll expenses                                       --           88,724
       Other accrued expenses                                     12,460            4,460
                                                            ------------     ------------
                                                                  37,290          174,293
                                                            ------------     ------------

     Net assets (liabilities) of discontinued operations    $     22,835     $   (121,453)
                                                            ============     ============
</TABLE>

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

<TABLE>
<CAPTION>
                                                            Three months ending March 31,
                                                            -----------------------------
                                                                2001             2000
                                                            ------------     ------------
<S>                                                         <C>              <C>
     Revenues                                               $     62,500     $    683,830
     Operating expenses                                         (106,494)        (495,389)
     Interest expense                                                 --             (458)
     Other, net                                                       --           (1,954)
                                                            ------------     ------------

     Earnings (loss) from operations of the
       geosciences line of business                         $    (43,994)    $    186,029
                                                            ============     ============
</TABLE>


                                       7
<PAGE>



                                 XOX CORPORATION

                     NOTE TO FINANCIAL STATEMENTS-CONTINUED

                                 MARCH 31, 2001



NOTE 3 - NET INCOME PER SHARE

Basic earnings 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.

Options to purchase 904,953 shares of common stock with a weighted average
exercise purchase price of $1.91 and warrants to purchase 106,766 shares of
common stock with a weighted average price of $9.83 were outstanding during the
first quarter of 2001 but were excluded from the computation of common share
equivalents because they were antidilutive.

Options to purchase 210,403 shares of common stock with a weighted average
exercise purchase price of $4.67 and warrants to purchase 161,022 shares of
common stock with a weighted average purchase price of $7.89 were outstanding
during the first quarter of 2000 but were excluded from the computation of
common share equivalents because they were antidilutive.


                                       8
<PAGE>


PART I FINANCIAL INFORMATION
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

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

During December 2000, the Company entered into a formal plan for exiting its
geoscience business. As a result, the financial statements for the three months
ended March 31, 2000 have been restated to present the operating results of the
geoscience business as discontinued operations.

Earnings from continuing operations, consisting solely of interest income, for
the three months ended March 31, 2001 increased approximately 8% to $15,989 from
$14,783 reported for the three months ended March 31, 2000. This increase was
due primarily to higher interest rates earned in money market accounts and
short-term commercial paper from invested excess funds.

Operating expenses from continuing operations for the three months ended March
31, 2001 of $143,600 consist of general operating expenses, including salaries,
office rent, insurance, legal, accounting, and office supplies. All expenses
incurred during the three months ended March 31, 2000 have been reported as
discontinued operations.

Revenues related to the discontinued geosciences line of business were $62,500
during the three months ended March 31, 2001 as compared to $683,830 during the
three months ended March 31, 2000. Geoscience operating expenses were $106,494
during the three months ended March 31, 2001 and $495,389 during the three
months ended March 31, 2000. This resulted in a loss from operations from the
discontinued line of business during the three months ended March 31, 2001 of
$43,994 compared to earnings of $186,029 during the three months ended March 31,
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>


Liquidity and Capital Resources

Cash and cash equivalents were $1,011,588 at March 31, 2001 compared to
$1,378,531 at December 31, 2000. The Company had net assets of discontinued
operations of $22,835 at March 31, 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. The
Company continues to explore strategic acquisitions and alternative funding
proposals. As of May 15, 2001, no definitive agreements have been reached
regarding any such acquisitions.


                                       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


May 15, 2001
                                                By  /s/ John Sutton
                                                    ---------------
                                                    John Sutton
                                                    CEO


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