UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                           FORM 10-QSB


Quarterly Report Pursuant to Section 13 of 15(d) of the Securities
                       Exchange Act of 1934

           For the Quarterly Period ended June 30, 2002

                Commission File Number: 000-28339

                          XVARIANT, INC.
      _____________________________________________________
      (Exact name of registrant as specified in its charter)


                  Nevada                         84-1398342
         ________________________    ________________________________
         (State of Incorporation)    (IRS Employer Identification No.)


    170 South Main Street, Suite 1050 Salt Lake City, UT 84101
  _____________________________________________________________
       (Address of Principal Executive Offices) (Zip Code)


                          (801) 536-5000
        _________________________________________________
       (Registrant's telephone number including area code)

      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 period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. ( x ) Yes  (   ) No

      State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

           Class                            Outstanding as of June 30, 2002
     ______________________                 _______________________________
       Common Stock                                17,436,000 shares





                                1

<PAGE>

                  Part 1- Financial Information
                   Item 1. Financial Statements


                 XVARIANT, INC. AND SUBSIDIARIES
                   Consolidated Balance Sheets

                              ASSETS


                                                     June 30,   September 30,
                                                      2002          2001
                                                  ------------- -------------
                                                   (Unaudited)

CURRENT ASSETS

  Cash                                            $     86,424  $     16,545
  Accounts receivable, net                             108,865        25,714
  Prepaid expenses                                           -         8,700
                                                  ------------- -------------

     Total Current Assets                              195,289        50,959
                                                  ------------- -------------

  Equipment, net                                       103,937       115,978
  Other assets                                          79,232         9,232
  Goodwill                                           1,058,047             -
                                                  ------------- -------------

     TOTAL ASSETS                                 $  1,436,505  $    176,169
                                                  ============= =============

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Checks issued in excess of cash in bank         $          -  $     24,144
  Trade accounts payable                               340,311       158,740
  Accrued payroll                                       10,230        10,230
  Accrued interest                                       5,893             -
  Deferred revenue                                      29,815             -
  Lines of credit                                       72,500        36,000
  Current maturities of long-term obligation            34,791        24,964
                                                  ------------- -------------

     Total Current Liabilities                         493,540       254,078
                                                  ------------- -------------

Long-term obligations, less current maturities          35,718        29,972
                                                  ------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $0.001 par value, 50,000,000
   shares authorized; 17,436,000 and 21,121,000
   shares  issued and outstanding, respectively         17,436        21,121
  Additional paid-in capital                         3,490,609     2,439,229
  Stock subscription receivable                       (570,540)   (1,215,500)
  Deficit accumulated during the development stage  (2,030,258)   (1,352,731)
                                                  ------------- -------------

     Total Stockholders' Equity (Deficit)              907,247      (107,881)
                                                  ------------- -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                   $  1,436,505  $    176,169
                                                  ============= =============

      The accompanying notes are an integral part of these
                consolidated financial statements.

                                2
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<CAPTION>


                      XVARIANT, INC. AND SUBSIDIARIES
                   Consolidated Statements of Operations
                                Unaudited)


                                           For the Three Months Ended   For the Nine Months Ended
                                                    June 30,                     June 30,
                                         ----------------------------- -----------------------------
                                               2002         2001            2002          2001
                                         -------------- -------------- -------------- --------------
<S>                                      <c>            <c>            <c>            <c>

REVENUE                                  $     437,239  $      55,902  $     724,075  $     192,827
                                         -------------- -------------- -------------- --------------
OPERATING EXPENSES

  Salaries and employee benefits               271,137        217,234        636,319        565,415
  Marketing                                    105,988         24,195        170,451         73,934
  Technology development and website design          -         20,788         63,036         54,930
  Other                                         75,338         47,126        162,476        136,450
  Photography services                          54,590         27,589        110,644         84,672
  Consulting services                           34,659         25,500        101,675         85,000
  Rent                                          15,833         13,848         48,524         32,312
  Depreciation and amortization                 17,474         11,315         42,407         29,645
  Travel                                        14,701         12,621         37,271         29,442
                                         -------------- -------------- -------------- --------------

     Total Operating Expenses                  589,720        400,216      1,372,803      1,091,800
                                         -------------- -------------- -------------- --------------

Net Loss From Operations                      (152,481)      (344,314)      (648,728)      (898,973)
                                         -------------- -------------- -------------- --------------
OTHER INCOME (EXPENSE)

  Interest expense                              (3,149)        (2,152)        (6,936)        (6,057)
  Other income                                       -              -          4,071              -
  Loss on disposal of business                       -              -        (25,934)             -
                                         -------------- -------------- -------------- --------------

     Total Other Income (Expense)               (3,149)        (2,152)       (28,799)        (6,057)
                                         -------------- -------------- -------------- --------------

Loss before income taxes                      (155,630)      (346,466)      (677,527)      (905,030)

Income taxes                                         -              -              -              -
                                         -------------- -------------- -------------- --------------

NET LOSS                                 $    (155,630) $    (346,466) $    (677,527) $    (905,030)
                                         ============== ============== ============== ==============

BASIC LOSS PER SHARE                     $       (0.01) $       (0.02) $       (0.04) $       (0.04)
                                         ============== ============== ============== ==============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                         17,436,000     21,121,100     16,745,614     21,121,100
                                         ============== ============== ============== ==============


The accompanying notes are an integral part of these consolidated financial statements.
                                     3
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<CAPTION>
                      XVARIANT, INC. AND SUBSIDIARIES
              Consolidated Statements of Stockholders' Equity



                                                     Additional
                                Common stock         Paid-in      Subscription  Accumulated   Total
                              Shares       Amount    Capital      Receivable    Deficit       Equity
                           ------------ ------------ ------------ ------------- ------------ ------------

                        <c>          <c>          <c>          <c>           <c>          <c>
Balance at
 September 1, 2000
 (inception)                         -  $         -  $         -  $          -  $         -  $         -

Issuance of common stock    10,000,000       10,000    2,495,500    (2,505,500)           -            -

Payment received on common
 stock subscriptions                 -            -            -        50,000            -       50,000

Net loss for the period              -            -            -             -      (54,321)     (54,321)
                           ------------ ------------ ------------ ------------- ------------ ------------
Balance at
 September 30, 2000         10,000,000       10,000    2,495,500    (2,455,500)     (54,321)      (4,321)

Recapitalization            11,121,000       11,121      (11,121)            -            -            -

Payments received on common
 stock subscriptions                 -            -      (45,150)    1,240,000            -    1,194,850

Net loss for the year                -            -            -             -   (1,298,410)  (1,298,410)
                           ------------ ------------ ------------ ------------- ------------ ------------
Balance at
  September 30, 2001        21,121,000       21,121    2,439,229    (1,215,500)  (1,352,731)    (107,881)

Cancellation of common
  stock in conjunction
  with officer separation
  agreements (unaudited)    (5,500,000)      (5,500)       5,500             -            -            -

Issuance of common stock
  in conjunction with
  officer separation
  agreements (unaudited)       200,000          200         (200)            -            -            -

Issuance of stock for asset
  purchase (unaudited)         450,000          450       69,550             -            -       70,000

Payments received on
  common stock subscriptions
  (unaudited)                        -            -            -       190,000            -      190,000

Issuance of common stock
  for purchase of subsidiary
  (unaudited)                1,000,000        1,000      999,000             -            -    1,000,000
                           ------------ ------------ ------------ ------------- ------------ ------------

Balance Forward             17,271,000  $    17,271  $ 3,513,079  $ (1,025,500) $(1,352,731) $ 1,152,119
                           ------------ ------------ ------------ ------------- ------------ ------------



The accompanying notes are an integral part of these consolidated financial statements.
                                     4
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<CAPTION>
                      XVARIANT, INC. AND SUBSIDIARIES
       Consolidated Statements of Stockholders' Equity (Continued)



                                                     Additional
                                Common stock         Paid-in      Subscription  Accumulated   Total
                              Shares       Amount    Capital      Receivable    Deficit       Equity
                           ------------ ------------ ------------ ------------- ------------ ------------

                        <c>          <c>          <c>          <c>           <c>          <c>
Balance Forward             17,271,000  $    17,271  $ 3,513,079  $ (1,025,500) $(1,352,731) $ 1,152,119

Issuance of common stock
  for services(unaudited)      165,000          165            -             -            -          165

Stock offering costs
  (unaudited)                        -            -      (22,470)            -            -      (22,470)

Payment received on common
 stock subscription
 (unaudited)                         -            -            -       454,960            -      454,960

Net loss for the nine
 months ended June 30,
 2002 (unaudited)                    -            -            -             -     (677,527)    (677,527)
                           ------------ ------------ ------------ ------------- ------------ ------------
Balance at June 30, 2002
 (unaudited)                17,436,000  $    17,436  $ 3,490,609  $   (570,540) $(2,030,258) $   907,247
                           ============ ============ ============ ============= ============ ============



The accompanying notes are an integral part of these consolidated financial statements.
                                     5
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<TABLE>
<CAPTION>




                      XVARIANT, INC. AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows
                                (Unaudited)


                                                                   For the Nine Months Ended
                                                                            June 30,
                                                                  ----------------------------
                                                                     2002            2001
                                                                  -------------- -------------
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                        $    (677,527) $   (905,030)
  Adjustment to reconcile net loss to net
   cash used by operating activities:
     Depreciation and amortization                                       42,407        29,645
     Common stock issued for services                                       165             -
  Changes in operating assets and liabilities:
     (Increase) in accounts receivable                                  (73,049)      (33,843)
     (Increase) in prepaid expenses and other assets                      8,700       (10,191)
     Increase (decrease) in accounts payable                            148,863        55,169
     Increase (decrease) in accrued expenses                              1,622        10,230
     Increase (decrease) in deferred revenue                             12,391             -
                                                                  -------------- -------------

       Net Cash Used by Operating Activities                           (536,428)     (854,020)
                                                                  -------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property and equipment                                          -       (65,134)
  Cash received in stock exchange agreement                               2,179             -
                                                                  -------------- -------------

       Net Cash Used from Investing Activities                            2,179       (65,134)
                                                                  -------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Net increase in lines of credit                                        36,500             -
  Repayments of note payable - related                                  (11,500)      (23,600)
  Principle payments on capital lease obligations                       (19,218)      (14,737)
  Decrease in checks written in excess of bank                          (24,144)           -
  Net payments Increased on common stock issuance                       622,490       979,850
                                                                  -------------- -------------

       Net Cash Provided by Financing Activities                  $     604,128  $    941,513
                                                                  -------------- -------------




The accompanying notes are an integral part of these consolidated financial statements.
                                     6
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<CAPTION>

                      XVARIANT, INC. AND SUBSIDIARIES
             Consolidated Statements of Cash Flows (Continued)
                                (Unaudited)



                                                                   For the Nine Months Ended
                                                                            June 30,
                                                                  ----------------------------
                                                                     2002            2001
                                                                  -------------- -------------
<S>                                                               <C>            <C>
INCREASE IN CASH                                                  $      69,879  $     22,359

CASH AT BEGINNING OF PERIOD                                              16,545           635
                                                                  -------------- -------------

CASH END OF PERIOD                                                $      86,424  $     22,994
                                                                  ============== =============

               SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

CASH PAID DURING THE YEAR FOR

  Interest                                                        $           -  $      6,057
  Income taxes                                                    $           -  $          -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

  Common stock issued for services                                $         165  $          -
  Capital lease obligation for fixed assets                       $           -  $     52,254


The accompanying notes are an integral part of these consolidated financial statements.

                                     7
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<PAGE>
                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
               June 30, 2002 and September 30, 2001

NOTE 1 - ACCOUNTING POLICIES

The information at June 30, 2002 and for the nine months ended June 30, 2002
and 2001 is unaudited, but includes all adjustments (consisting only of normal
recurring adjustments) which in the opinion of management, are necessary to
state fairly the financial information set forth therein in accordance with
accounting principles generally accepted in the United States of America.

NOTE 2 - UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company in accordance with accounting principles
generally accepted in the United States of America for interim financial
reporting and the instructions to Form 10-QSB and Rule 10-01 of Regulation
S-X. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared under accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such regulations. This report on Form 10-QSB for the nine
months ended June 30, 2002 should be read in conjunction with the Company's
annual report on Form 10-KSB for the fiscal year ended September 30, 2001. The
results of operations for the nine months ended June 30, 2001, may not be
indicative of the results that may be expected for the year ending September
30, 2002.

NOTE 3 - ORGANIZATION AND BUSINESS ACTIVITY

The Company is a Nevada corporation organized on October 24, 1996 under the
name Almost Country Productions Inc. (ACPI). During the year ended September
30, 2001, ACPI changed its name to Xvariant, Inc. On March 15, 2001, the
Company acquired Real Estate Federation, Inc. (REF) in a transaction recorded
as a recapitalization of REF with the Company being the legal survivor and REF
being the accounting survivor and the operating entity (Note 5). This
operating Company was established to provide a new technology for the real
estate market that enhances the use of the Internet in the home-buying
process. The technology allows potential homebuyers to search for real estate
properties from all participating real estate brokers' listings. Xvariant,
Inc. (a wholly-owned subsidiary at September 30, 2001 was organized in Utah)
(Xvariant Utah) designs web sites for real estate brokers. Xvariant Utah was
no longer a subsidiary at December 31, 2001 (Note 6).



                                8
<PAGE>
                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
               June 30, 2002 and September 30, 2001


NOTE 3 - ORGANIZATION AND BUSINESS ACTIVITY (CONTINUED)

During January 2002, the Company completed the acquisition of 360House.com,
Inc. (360House), pursuant to a stock exchange agreement. The Company acquired
360House by issuing 1,000,000 shares of common stock to the shareholders of
360House in exchange for all of the outstanding stock of 360House. In
addition, the exchange agreement provides for issuance of additional shares of
Company common stock based on the performance of 360House. The Company has
agreed to issue stock, including the 1,000,000 shares issued upon execution of
the agreement, at a price equal to either 1) a value equal to six times
360House's earnings before interest, taxes, depreciation, and amortization in
the twelve month period ending December 31, 2003; or 2) the value defined by a
valuation consultant agreed to by the parties. Either party may demand an
independent valuation.

NOTE 4 - NET EARNINGS (LOSS) PER SHARE

Basic Earnings Per Share (EPS) are calculated by dividing net earnings (loss)
available to common shareholders by the weighted-average number of common
shares outstanding during each period. Diluted EPS are similarly calculated,
except that the weighted-average number of common shares outstanding includes
common shares that may be issued subject to existing rights with dilutive
potential. All common shares with dilutive potential described in Notes 7 and
8 are not included in the computation of diluted loss per share for periods of
net loss because to do so would be anti-dilutive.

NOTE 5 - RECAPITALIZATION

On March 15, 2001, the Company (formerly Almost Country Productions, Inc.)
acquired Real Estate Federation, Inc. (REF), a Nevada Corporation. The
combination of REF and the Company was recorded as a recapitalization of REF
with the Company being the legal survivor and REF being the accounting
survivor. REF the accounting survivor, was founded on September 1, 2000. After
the recapitalization there were 21,121,100 shares of common stock outstanding
with approximately 97 percent of those shares being held by former
stockholders of REF.

                                9
<PAGE>

                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
               June 30, 2002 and September 30, 2001

NOTE 6- CONTINGENCIES

The Company entered into subscription agreements totaling $2,505,500 of which
$1,934,960 was received during the period September 1, 2000 (inception)
through June 30, 2002, resulting in net cash to the Company of $1,889,810.

The investor may suspend payments under the subscription agreement in the
event that by March 31, 2001, and at all times thereafter the Company has not
achieved, and does not continue to achieve monthly net revenues equal to 35
percent of the monthly net revenues set forth in the Company's business plan.
At times during the periods from inception through June 30, 2002 and at June
30, 2002 the Company had not achieved the required monthly net revenues.

Under the agreement a shareholder is entitled to receive a business brokerage
commission in consideration of its services in locating businesses with the
capacity to fund the Company's business plan. The commission shall be an
amount equal to five percent of the first million dollars, four percent of the
second million, three percent of the third million, two percent of the fourth
million and one percent of all amounts thereafter.  To date the Company has
paid or accrued a total of $80,850 pursuant to the commission agreement.

At September 30, 2001, the Company had employment agreements with certain
officers of the Company. Salaries covered by these agreements totaled $400,000
annually over the next three years. The agreements also included total bonuses
of $550,000 in the first year to $750,000 annually and stock option clauses
upon meeting specified business objectives and time requirements. During
October 2001 the Company entered into separation agreements with these
officers of the Company under terms of which they terminated their employment
effective October 1, 2001, and surrendered all Company stock owned by them for
cancellation, which totaled 5,500,000 shares of common stock. In conjunction
with the separation agreements the officers received 100,000 shares of common
stock each, which are subject to certain restrictions. Also in connection with
one of the separation agreements, the Company transferred to the former
officer all of the issued and outstanding shares of Xvariant, Utah which was a
wholly-owned subsidiary of the Company without significant net assets at
September 30, 2001.

In connection with another separation agreement, an officer terminated his
employment as of October 1, 2001 and the Company has agreed to engage this
former officer as an independent consultant. The consulting agreement is a
month-to-month arrangement with either party being able to terminate the
arrangement upon 30 days prior written notice. The Company will pay the former
officer the sum of $10,000 per month for his consulting services. The former
officer is also eligible for certain bonuses and total compensation shall not
exceed $20,000 per month.


                                10
<PAGE>

                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
               une 30, 2002 and September 30, 2001


NOTE 7 - OPTIONS

During November 2001, the Company approved a stock option plan authorizing the
Company to grant up to a maximum of 2,500,000 shares of qualified and
nonqualified options to employees, officers, directors, and others.

During November 2001, the Company granted stock options to its president to
purchase up to 500,000 shares of common stock at $1.09 per share. The options
vest one third upon grant, one third one year from the date of grant, and one
third two years from the date of grant, contingent upon the president
remaining an officer for such time In addition, the Company granted options to
purchase 100,000 shares of common stock to an outside consultant at $1.09 per
share which vest upon grant.

NOTE 8 - ASSET PURCHASE

During November 2001, the Company issued 450,000 shares of its stock and a
warrant to purchase up to 600,000 additional shares of stock at an exercise
price of $2.00 per share to another company in connection with an asset
purchase including customer contracts and software. The warrants are
contingent upon gross revenue derived from the assets purchased as follows:
if gross revenue from the assets purchased is greater than $200,000 for the
twelve months following the acquisition, all 600,000 warrants can be
exercised. If gross revenue is less than $200,000 only 300,000 shares may be
purchased and if gross revenue is less than $100,000 the warrant terminates.

NOTE 9 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States
of America which contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. In this regard, management is proposing to raise necessary additional
funds not provided by its planned operations through loans and/or through
additional sales of its common stock. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.



                                11
<PAGE>


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

Forward-Looking Information

     This report on Form 10-QSB includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934.  These forward-looking statements may
relate to such matters as anticipated financial performance, future revenues
or earnings, business prospects, projected ventures, new products and
services, anticipated market performance and similar matters.  When used in
this report, the words "may," "will," expect," anticipate," "continue,"
"estimate," "project," "intend," and similar expressions are intended to
identify forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results,
and financial position.  The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements.  To comply with the
terms of the safe harbor, we caution readers that a variety of factors could
cause our actual results to differ materially from the anticipated results or
other matters expressed in forward-looking statements.  These risks and
uncertainties, many of which are beyond our control, include (i) the
sufficiency of existing capital resources and the Company's ability to raise
additional capital to fund cash requirements for future operations; (ii)
uncertainties involved in the rate of growth of the Company's business and
acceptance of the Company's products and services; (iii) volatility of the
stock market, particularly within the technology sector; and (iv) general
economic conditions.  Although the Company believes the expectations reflected
in these forward-looking statements are reasonable, such expectations may
prove to be incorrect.

Plan of Operation

     Xvariant, Inc. (the "Company" or "Xvariant") and its subsidiaries target
real estate brokerage firms in the United States, and  actively undertake
efforts to sell the Company's products and services to such firms, as a means
of securing a large share of the potential market for the Company's products.
In addition, the Company has commenced efforts to actively sell its virtual
tour services to the real estate construction industry.

     The Company's plan of operation will depend on its ability to raise
substantial additional capital, of which there can be no assurance.  The
Company is a party to subscription agreements for the sale of its restricted
common stock totaling $2,500,500.  Through June 30, 2002, the Company has
received approximately $1,934,960 under the subscription agreements, but the
funding source is under no obligation to continue making capital investments
in the Company.  The Company has used, and will continue to use, these funds
to pay general and administrative expenses, and to develop its marketing plan,
which includes participation in trade shows, direct marketing and advertising
in industry publications as well as traveling to meet one-on-one with real
estate brokers.  Although additional funding may be terminated at any time,
the Company currently believes that funding will continue until the
subscription agreement is completed.  It is anticipated that these funds, if
received, will cover the Company's working capital needs over the next twelve
months.

     The Company, under the product name Leadmaxx, hosts and maintains web
site technology and search engines designed to convert traffic on real estate
brokerages' web sites into leads by capturing vital prospect information and
delivering it to brokerages for follow up.  It was the original intent that
the brokerages would make more use of their web site because the

                                12
<PAGE>

services would result in additional revenue from referrals from other brokers,
in which the Company would share.

     Although the referral fee model has not proven to be profitable, what has
proven valuable in the Company's system has been the ability of the technology
and the Web presentation to capture valuable information concerning house
buying prospects.  The Company has added customer service representatives who
are charged with the responsibility of contacting all those people visiting a
client web site and qualifying the prospect's present intent to engage in a
real estate transaction.  If the prospect is deemed to be an "imminent"
prospect, the brokerage is contacted and given the "hot" lead to be presented
to an agent for follow up. The Company charges its clients a monthly recurring
service fee in addition to a fee for each lead processed through the Company's
customer service department.  To date the Company has received only minimal
revenue from the Lead Maxx product.

     The Company also made the determination that it must offer additional
services to its customers and to prospective customers in order to attract a
larger customer base.  The Company targeted several types of services for the
real estate industry, which are deliverable over the Internet and that are
complementary to its LeadMaxx services.  In pursuing its plan of expanding its
service offering, in November, 2001, the Company purchased certain software
from Bid Trac, Inc., a Delaware corporation ("Bid Trac"), which assists real
estate brokers and agents in facilitating the purchase and sale of properties
by providing agent level access in agent calendaring, showings and a property
watch capability hosted by the Company and delivered via the Internet.
Customers using the Bid Trac services account for approximately $8,500 per
month in gross revenue.

     In January, 2002, the Company acquired 360House.com, Inc., a company that
provides virtual tours and digital imaging of real estate products under the
tradenames "Tour Maxx" and "Build Maxx "  A virtual tour consists of 360
degree views of as many rooms of a house as the agent or broker desires to
feature.  The photos of the rooms must be shot with a 360 degree lens and
"unwrapped" with Company software.  The Company has developed and trained a
network of independent photographers to take the photos in all those areas
where they have contracted with real estate companies to provide the service.
Because the photography does not require professionals to take the pictures,
the Company has found that it has been relatively easy to locate independent
contractors to provide this service.  360House currently has a data base of in
excess of 55 photographers serving this function and does not foresee any
significant difficulty in locating sufficient photographers in any area to
service their needs.  The Company is now providing its virtual tour services
nationwide and has agreements with independent contractors in various states
to provide local marketing and customer liason services.

     In addition to its virtual tours business for the residential real estate
market, 360House provides digital 360 degree and still photography of the
exterior and interior of commercial properties and provides a unique service
for the construction industry under the tradename "Build Maxx."  Although in
excess of 90% of the Company's revenues are derived from the residential real
estate business, these other potential market segments, such as the building
industry,  are not being serviced by competitors, and the Company has targeted
the commercial real estate industry and the construction industry for active
marketing.

     360House also allows agents or brokerages to print property flyers with
all of the listing information and photos of the house and its rooms from the
Company website.  On today's sophisticated color printers the resulting
product looks professionally printed at a fraction of the cost of traditional
printing media.  The website also furnishes detailed statistical information

                                13
<PAGE>

concerning the number of website visits by potential purchasers and helps the
agent to gauge the effectiveness of its advertising program.  For the most
recently ended quarter approximately 75% of the Company's revenues were
generated from sales of virtual tours and related products.

     The operating plan of the Company going forward is to brand all of its
products under a common brand and sell the Company's products as a single,
unified product offering.  Efforts have been undertaken to present a bundled
service offering to existing customers, in an attempt to increase revenues
from existing customers, as well as presenting the bundle of services to all
prospective customers.  In the first months of marketing the combined
services, the Company has been able to secure its first customer of the
bundled services, which could produce monthly revenue of up to $22,500 per
month from the customer.

Results of Operations for the three months ended June 30, 2002 and June 30,
2001

     Revenues

     The Company generated $437,239 in revenue during the three months ended
June 30, 2002.  During the same three-month period in 2001 the Company
generated revenue of  $55,902.  The increase is due to the acquisition of
360House and its operations and the Bid Trac service agreements.

     Operating Expenses

     Operating expenses for the three months ended June 30, 2002 were $589,717
compared to $400,216 for the three months ended June 30, 2001.  The increase
is due primarily to the addition of the operations of 360House, which has
resulted in large increases in salaries, photography expenses and marketing.
Salaries and employee benefits increased approximately $53,903 over last year
due to the increased number of employees.  Marketing includes tradeshows and
media advertising which increased over last year by approximately $81,793, but
it also includes payments to 360House sales affiliates located throughout the
country for sales and marketing services in locating new customers.  Payments
to such affiliates aggregated approximately $83,000.  Finally, photography
expenses increased approximately $27,000.

     During the three months ended June 30, 2002, the Company had a net loss
of $155,628 compared to a net loss of $346,466 for the three months ended June
30, 2001.  The decrease in net loss results primarily from the addition of
360House operations and the Bid Trac service contracts.

Results of Operations for the nine months ended June 30, 2002 and June 30,
2001

     Revenues

     The Company generated $724,075 in revenue during the nine months ended
June 30, 2002.  During the same nine month period in 2001 the Company
generated $192,827.  The increase is due primarily to operations of 360House
and the Bid Trac services contracts.

                                14
<PAGE>

     Operating Expenses

     Operating expenses for the nine months ended June 30, 2002 were
$1,372,803 compared to $1,091,800 for the nine months ended June 30, 2001.
The increase is due primarily to the addition of 360House operations, which
has resulted in increases in salaries employee benefits of $70,904, marketing
expenses of $96,517 and photography services of approximately $25,972.

     During the nine months ended June 30, 2002, the Company had a net loss of
$677,528 compared to a net loss of $905,030 for the nine months ended June 30,
2001.  The decrease in net loss is due primarily to net income generated by
the 360House operations.

Liquidity and Capital Resources

     At June 30, 2002, the Company had cash of $86,424, total current assets
of $195,289, total current liabilities of $493,540 and total stockholder's
equity of $907,247.  Cash increased $69,879, from $16,545 on September 30,
2001, to $86,424 on June 30, 2002.  The increase is due to cash generated from
the operations of 360House.  Other assets increased from $9,232 on September
30, 2001, to $79,232 on June 30, 2002.  The increase of $70,000 is the value
placed on the service contracts received in the Bid Trac acquisition.
Goodwill at June 30, 2002 is $1,058,047 and represents the value placed on the
360House acquisition.  There was no goodwill on the books at September 30,
2001.

     The Company estimates that its monthly expenses over the next several
months will be between approximately $100,000 and $120,000 per month.  While
the Company anticipates that its negative cash flow may diminish somewhat as,
and to the extent the Company continues to generate increased cash flow from
operations, the Company will continue to have the need for infusions of
capital over at least the next several months.  To date, the Company has met
its working capital needs through payments received under a subscription
agreement and borrowings from related parties, and anticipates that such
payments will continue over the next several months.  The Company expects that
its additional cash needs after revenue, will be between $50,000 and $60,000
per month for the next several months.  The investors under the subscription
agreement have the right to suspend payments at any time due to the Company
not meeting its projections.  Therefore, future payments under the
subscription agreements may depend, to some extent, on results of operations,
and there can be no assurance that the Company will continue to receive
payments if the Company does not demonstrate increased revenues and other
favorable operating results over the next several months.  In the event
payments under the subscription agreements were to terminate, for any reason,
the Company would be in immediate need of another source of capital.  There
can be no assurance that, in such event, the Company will be able to locate a
source of capital on terms acceptable to the Company, if at all.

Risk Factors and Cautionary Statements

     This quarterly report contains certain forward-looking statements.  The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements.  Forward looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including but not
limited to, the following: the ability of the Company to maintain a sufficient
customer base to have sufficient revenues to fund and maintain its operations,
and the ability of the Company to meet its cash and working capital needs, and
to have sufficient revenues to continue operations.

                                15
<PAGE>

                   Part II - Other Information

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         In July, 2002, the Company issued 25,000 shares of restricted stock
to an outside unrelated third party consultant in partial satisfaction of a
consulting services agreement.

         The securities described above, were issued in reliance upon the
exemptions set forth under Section 4(2) of the Securities Act of 1933, as
amended.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to Vote of Security Holders.

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K.

         None

                            SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                  XVARIANT, INC.


Date: August 13, 2002         By     /s/ Reed L. Benson
                                --------------------------------------------
                                     Reed L. Benson
                                     President, Chief Executive Officer and
                                     Director



                                15
<PAGE>
                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Xvariant, Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I,  Reed L Benson,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:

     (1)     The Report fully complies with the requirements of section 13(a)
             or 15(d) of the Securities Exchange Act of 1934; and

     (2)     The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company.

 /s/ Reed L. Benson
-----------------------------
Reed L Benson
Chief Executive Officer

Date:  August 13, 2002



                                17
<PAGE>


                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Xvariant, Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I,  Reed L Benson,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:

      (3)     The Report fully complies with the requirements of section 13(a)
              or 15(d) of the Securities Exchange Act of 1934; and

      (4)     The information contained in the Report fairly presents, in all
              material respects, the financial condition and results of
              operations of the Company.



/s/ Reed L. Benson
----------------------
Reed L Benson
Chief Financial Officer

Date:  August 13, 2002




                                18