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 December 31, 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 February 10, 2003
      ____________                      ___________________________________
      Common Stock                              13,561,100 shares









                                1


<PAGE>



                  Part 1- Financial Information
                   Item 1. Financial Statements
                 XVARIANT, INC. AND SUBSIDIARIES
                   Consolidated Balance Sheets

                              ASSETS
                                                   December 31,  September 30,
                                                      2002           2002
                                                  ------------- -------------
                                                   (Unaudited)
CURRENT ASSETS

   Cash                                           $      4,917  $      5,127
   Accounts receivable, net                            107,401       105,660
                                                  ------------- -------------

     Total Current Assets                              112,318       110,787
                                                  ------------- -------------

PROPERTY AND EQUIPMENT, NET                             90,358       106,371
                                                  ------------- -------------
OTHER ASSETS

   Other non-current assets, net                        35,482        44,232
   Goodwill                                          1,068,048     1,068,048
                                                   ------------- -------------

     Total Other Assets                              1,103,530     1,112,280
                                                  ------------- -------------

     TOTAL ASSETS                                 $  1,306,206  $  1,329,438
                                                  ============= =============

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Cash overdraft                                 $     69,977  $      6,942
   Trade accounts payable and accrued expenses         499,205       509,970
   Deferred revenue                                     16,513        14,425
   Lines of credit, related party                       93,314        73,314
   Notes payable, related party                          3,500         3,500
   Current maturities of long-term obligation           26,826        30,145
                                                  ------------- -------------

     Total Current Liabilities                         709,335       638,296
                                                  ------------- -------------

LONG TERM LIABILITIES

   Long-term obligations, less current maturities            -         1,477
                                                  ------------- -------------

     Total Liabilities                                 709,335       639,773
                                                  ------------- -------------

STOCKHOLDERS' EQUITY

   Common stock, $0.001 par value, 50,000,000
    shares authorized; 13,561,100 and 13,561,100
    shares issued and outstanding, respectively         13,561        13,561
   Additional paid-in capital                        3,910,291     3,914,491
   Stock subscription receivable                      (225,680)     (425,540)
   Deficit accumulated during the development stage (3,101,301)   (2,812,847)
                                                  ------------- -------------

      Total Stockholders' Equity                       596,871       689,665
                                                  ------------- -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $  1,306,206  $  1,329,438
                                                  ============= =============





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

                                2
<PAGE>




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


                                                   For the Three Months Ended
                                                         December 31,
                                                       2002         2001
                                                  ------------- -------------

REVENUE                                           $    522,414  $     52,298
                                                  ------------- -------------
OPERATING EXPENSES

  Sales and marketing                                  278,186        35,073
  General and administrative                           524,388       307,684
  Depreciation and amortization                         25,252        11,957
                                                  ------------- -------------

    Total Operating Expenses                           827,826       354,714
                                                  ------------- -------------

Loss From Operations                                  (305,412)     (302,416)
                                                  ------------- -------------
OTHER INCOME (EXPENSE)

  Interest expense                                      (2,702)       (2,093)
  Loss on disposal of business                               -       (25,934)
  Gain on forgiveness of debt                           19,660             -
                                                  ------------- -------------

    Total Other Income (Expense)                        16,958       (28,027)
                                                  ------------- -------------

Loss before income taxes                              (288,454)     (330,443)

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

NET LOSS                                          $   (288,454) $   (330,443)
                                                  ============= =============

BASIC LOSS PER SHARE                              $      (0.02) $      (0.02)
                                                  ============= =============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING        3,561,100    16,271,000
                                                  ============= =============








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

                                3

<PAGE>
<TABLE>
<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, 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                 (9,900,000)      (9,900)       9,900             -            -            -

Issuance of common stock
 in conjunction with
 officer separation
 agreements                    700,000          700         (700)            -            -            -

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

Expense incurred through
 issuance of stock options           -            -       197,302            -            -      197,302

Issuance of common stock
 for purchase of subsidiary  1,000,000        1,000     1,009,000            -            -    1,010,000
                           ------------ ------------ ------------ ------------- ------------ ------------

Balance Forward             13,371,100  $    13,371  $  3,724,281 $ (1,215,500) $(1,352,731) $ 1,169,421
                           ------------ ------------ ------------ ------------- ------------ ------------



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

                                         4
</TABLE>
<PAGE>
<TABLE>
<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             13,371,100  $    13,371  $ 3,724,281  $ (1,215,500) $(1,352,731) $ 1,169,421

Issuance of common stock
 for services                  190,000          190      237,460             -            -      237,650

Payment received on common
 stock subscription                  -            -      (47,250)      789,960            -      742,710

Net loss for the year ended
 September 30, 2002                  -            -            -             -   (1,460,116)  (1,460,116)
                           ------------ ------------ ------------ ------------- ------------ ------------
Balance at
 September 30, 2002         13,561,100       13,561    3,914,491      (425,540)  (2,812,847)     689,665

Payment received on common
 stock subscription
 (unaudited)                         -            -       (4,200)      199,860            -      195,660

Net loss for the three
 months ended December 31,
 2002 (unaudited)                    -            -            -             -     (288,454)    (288,454)
                           ------------ ------------ ------------ ------------- ------------ ------------
Balance, December 31, 2002
  (unaudited)               13,561,100  $    13,561  $ 3,910,291  $   (225,680) $(3,101,301) $   596,871
                           ============ ============ ============ ============= ============ ============


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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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



                                                                   For the Three Months Ended
                                                                           December 31,
                                                                       2002           2001
                                                                   -------------- --------------

                                                                <c>            <c>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                         $    (288,454) $    (330,443)
  Adjustment to reconcile net loss to net
   cash used by operating activities:
     Depreciation and amortization                                        25,252         11,957
     Gain on forgiveness of debt                                         (19,660)             -
  Changes in operating assets and liabilities:
     (Increase) in accounts receivable                                    (1,741)       (15,021)
     (Increase) in prepaid expenses and other assets                           -          8,700
     Increase (decrease) in accounts payable and accrued expenses          8,895         72,928
     Increase in deferred revenue                                          2,088              -
                                                                   -------------- --------------

       Net Cash Used by Operating Activities                            (273,620)      (251,879)
                                                                   -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property and equipment                                        (489)             -
                                                                   -------------- --------------

       Net Cash Used from Investing Activities                              (489)             -
                                                                   -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Net increase in lines of credit - related party                         20,000         95,226
  Principle payments on capital lease obligations                         (4,796)        (7,151)
  Increase (decrease) in cash overdraft                                   63,035        (24,144)
  Net payments received on common stock issuance                         195,660        190,000
                                                                   -------------- --------------

       Net Cash Provided by Financing Activities                         273,899        253,931
                                                                   -------------- --------------

INCREASE (DECREASE) IN CASH                                                (210)          2,052

CASH AT BEGINNING OF PERIOD                                                5,127         16,545
                                                                   -------------- --------------

CASH END OF PERIOD                                                 $       4,917  $      18,597
                                                                   ============== ==============





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

                                     6

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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



              SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

                                                                   For the Three Months Ended
                                                                           December 31,
                                                                       2002           2001
                                                                   -------------- --------------

                                                                <c>            <c>
CASH PAID DURING THE PERIOD FOR

 Interest                                                          $         730  $       2,093
 Income taxes                                                      $           -  $           -


 SCHEDULE OF NON-CASH FINANCING ACTIVITIES

 Capital lease obligation for fixed assets                         $           -  $      77,039
 Common stock issued to purchase assets                            $           -  $      70,000











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

                                     7

</TABLE>
<PAGE>


                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
             December 31, 2002 and September 30, 2002


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying unaudited consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission.  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 in accordance with such rules and regulations.
The information furnished in the interim consolidated financial statements
include normal recurring adjustments and reflects all adjustments, which, in
the opinion of management, are necessary for a fair presentation of such
consolidated financial statements.  Although management believes the
disclosures and information presented are adequate to make the information not
misleading, it is suggested that these interim consolidated financial
statements be read in conjunction with the Company's most recent audited
consolidated financial statements and notes thereto included in its September
30, 2002 Annual Report on Form 10-KSB.  Operating results for the three months
ended December 31, 2002 are not necessarily indicative of the results that may
be expected for the year ending September 30, 2003.

NOTE 2 - GOING CONCERN

         The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern.  The ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable.  If the Company is unable to
obtain adequate capital, it could be forced to cease operations.

         In order to continue as a going concern, develop a reliable source of
revenues, and achieve a profitable level of operations the Company will need,
among other things, additional capital resources.  Management's plans to
continue as a going concern include raising additional capital through
generation of operating revenues and collection of the subscription
receivable.  However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.

         The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans described in
the preceding paragraph and eventually secure other sources of financing and
attain profitable operations.  The accompanying consolidated financial
statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.


                                8

<PAGE>

                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
             December 31, 2002 and September 30, 2002

NOTE 3 - BASIS LOSS PER SHARE

         Basic loss per share is calculated by dividing net loss available to
common shareholders by the weighted-average number of common shares
outstanding during each period. Diluted loss per share is 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 Note 4 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 4 - STOCK OPTIONS AND WARRANTS

         During November 2001, the Company approved a stock option plan
authorizing the Company 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.

         In conjunction with an asset purchase agreement entered into in
November 2001, the Company granted to an unrelated entity a warrant to
purchase up to 600,000 shares of common stock at an exercise price of $2.00
per share, exercisable at any time prior to November 21, 2011 based on
achieving certain gross revenue thresholds.  None of the gross revenue
thresholds were achieved and, accordingly, no related warrants are
exercisable.

         During February 2002, the Company granted stock options to an
employee of the Company to purchase up to 2,000,000 shares of common stock at
$1.08 per share.  The options vest based on the performance of the Company and
the time the employee remains employed by the Company.  At September 30, 2002,
no options had vested under this agreement.

         In addition, the Company granted options to purchase 500,000 shares
of common stock to an outside consultant at $0.65 per share which vest one
third upon grant, one third one year from the date of grant and one third two
years from date of grant, contingent upon the consultant continuing to provide
services during the vesting periods.

         During March 2002, the Company granted stock options to employees of
the Company to purchase up to a total of 165,000 shares of common stock at
$1.08 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 employees remaining employees of the Company for such
time.


                                9

<PAGE>

                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
             December 31, 2002 and September 30, 2002


NOTE 4 - STOCK OPTIONS AND WARRANTS (Continued)

         A summary of the status of the Company's outstanding stock options as
of December 31, 2002 and 2001 and changes during the periods then ended is
presented below:

                                      December 31,           September 30
                                           2002                  2002
                                 ----------------------- --------------------
                                       (Unaudited)

                                               Weighted             Weighted
                                               Average              Average
                                               Exercise             Exercise
                                    Shares     Price       Shares   Price
                                 ------------ ---------- ---------- ---------
      Outstanding, beginning of
        year                       3,865,000  $    1.17          -  $      -
      Granted                              -          -  3,865,000      1.17
      Expired/Cancelled                    -          -          -         -
      Exercised                            -          -          -         -
                                 ------------ ---------- ---------- ---------

      Outstanding end of year      3,865,000  $    1.17  3,865,000  $   1.17
                                 ============ ========== ========== =========

      Exercisable                    654,995  $    0.99    488,329  $   0.95
                                 ============ ========== ========== =========



                             Outstanding                Exercisable
                 --------------------------------- ----------------------
                              Weighted
                 Number       Average     Weighted  Number       Weighted
                 Outstanding  Remaining   Average   Exercisable  Average
Range of         at Dec. 31,  Contractual Exercise  at Dec. 31,  Exercise
Exercise Prices  2002         Life        Price     2002         Price
---------------- ------------ ----------- --------- ------------ ---------
$    0.65            500,000       9.42   $   0.65      166,667  $   0.65
     1.08          2,165,000       9.36       1.08       54,996      1.08
     1.09            600,000       9.15       1.09      433,332      1.09
     2.00            600,000       9.15       2.00            -         -
                 ------------ ----------- --------- ------------ ---------

$ 0.65-2.00        3,865,000       9.13   $   1.17      654,995  $   0.99
                 ============ =========== ========= ============ =========




                                10

<PAGE>



                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
             December 31, 2002 and September 30, 2002


NOTE 4 - STOCK OPTIONS AND WARRANTS (Continued)

     The Company estimates the fair value of each stock option at the grant
date by using the Black-Scholes option pricing model based on the following
assumptions:

                                                  For the Year
                                                      Ended
                                               September 30, 2002
                                               ------------------
      Risk free interest rate                       4.90% - 4.93%
      Expected life                                      10 years
      Expected volatility                             203% - 224%
      Dividend yield                                        0.00%

      Of the 3,865,000 options issued, 2,665,000 were issued to employees or
employee directors and were accounted for under APB 25, "Accounting for Stock
Issued to Employees." All of these shares were issued either at or above the
market price of the Company's common stock on the date of issue and no
compensation expense was recognized.  Had compensation cost for the issuance
of the options been determined based on the fair value at the grant dates
consistent with the method of FASB Statement 123, "Accounting for Stock Based
Compensation," the Company's net loss and loss per share would have been
increased to the pro forma amounts indicated below:



                                              For the Three Months Ended
                                                      December 31,
                                                  2002           2001
                                              ------------- -------------
                                               (unaudited)   (unaudited)

      Net (loss) as reported                  $   (288,454) $   (330,443)
      Pro forma net loss                      $   (333,870) $   (330,443)
      Basic (loss) per share as reported      $      (0.02) $      (0.02)
      Pro forma                               $      (0.02) $      (0.02)

NOTE 5 - MATERIAL EVENTS

      During the three months ended December 31, 2002, the Company borrowed
$20,000 from a related party under an existing line of credit.  Also, during
the same period, the Company received $283,232 from common stock subscription
agreements, resulting in net cash to the Company of $279,032



                                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

      The Company targets the top 500 real estate brokerage firms in the
United States, and  actively undertakes efforts to sell the Company's products
and services to such firms, as a means of attempting to secure a larger share
of the real estate service industry market in the United States.  The Company
will undertake active efforts to enter into contracts with the larger real
estate brokers in each of these market areas.

      The Company's plan of operation continues to depend on its ability to
raise 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 $2,500,000.  Through December 31, 2002, the Company has received
approximately $2,300,000 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 and direct marketing 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.  At the
time that the funding is completed, if the Company has not achieved a
breakeven status, the Company will begin a program of cost reduction and seek
additional investment capital to cover any cost shortfall.   It is anticipated
that cost reductions and additional investment, if received, will cover the
Company's working capital needs over the next twelve months.


                                12

<PAGE>


      The Company originally developed technology 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 intent
that the brokerage firms would obtain greater value from their sites because
of referrals generated through the Company's system.  The Company was to share
in the referral fees so generated.  In practice, the referral fee model has
not proved to be viable.

      However, what has proven to be more valuable in the Company 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.  This
service of qualifying prospect leads and presenting to a customer is currently
being sold by the Company under the brand name of LEADMAXX.  The Company is
charging its clients a monthly recurring service fee.   To date, there are 15
brokerage customers that have engaged the Company to provide the lead
generation services, which generate approximately $20,000 per month in service
revenue.

      The Company determined that it needed to offer additional services to
its customers and to prospective customers in order to attract a larger
customer base.  The Company, in the past year, acquired the product offering
of Bid Trac, Inc., and acquired 360House.com, a provider of virtual tour
services.  The Bid Trac services have been largely converted to LeadMaxx, and
the combined offerings of lead generation and a virtual tour capability has
increased the Company's exposure in the real estate industry and greatly
increased the Company's revenues.  The virtual tour services are marketed by
the Company as TOURMAXX.  Currently, the sales presentations made by the
Company consist of the bundled services of the LeadMaxx and TourMaxx services.
Revenue from the TourMaxx services constituted approximately 78% of the total
revenue of the Company for the quarter ended December 31, 2002.  The Company
intends to continue to search for complementary services to offer to its
customers and, if acquired, they will also be included in the bundle of
services offered to Company customers.

      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" and
"Photophase".  Although in excess of 90% of the Company's revenues are derived
from the residential real estate business, 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
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.

                                13
<PAGE>

      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.

Results of Operations for the three months ended December 31, 2002 and
December 31, 2001

       Revenues

       The Company generated $522,414 in revenue during the three months ended
December 31, 2002.  During the same three-month period in 2001 the Company
generated revenue of  $52,298.  The increase is primarily due to the
acquisition of 360House and its operations.

       Operating Expenses

       Operating expenses for the three months ended December 31, 2002 were
$827,826 compared to $354,714 for the three months ended December 31, 2001.
The increase of approximately $473,000 is due primarily to the addition of the
operations of 360House, which has resulted in an increase in salaries of
$118,809, sales and marketing expenses of $243,113, other expenses of $75,692,
and photography expenses of $48,064.  Salaries and employee benefits increased
due to the increased number of employees of 360House.  Sales and Marketing
increased due to the addition of 360House, which pays its affiliates located
throughout the country a portion of the revenue they generate in consideration
of their efforts in locating and selling new customers.  Payments to such
affiliates aggregated approximately $255,000.

        During the three months ended December 31, 2002, the Company had a net
loss of $288,454 compared to a net loss of $330,443 for the three months ended
December 31, 2001.  The decrease in net loss results primarily from the
addition of 360House operations.

Liquidity and Capital Resources

      At December 31, 2002, the Company had cash of $4,917, total current
assets of $112,318, total current liabilities of $709,335 and total
stockholder's equity of $596,871.  Cash decreased $210, from $5,127 on
September 30, 2002.  Other assets including Goodwill remained constant for the
period ending December 31, 2002.

      The Company estimates that its monthly expenses over the next several
months will be between approximately $180,000 and $225,000 per month,
depending on the level of activity of the Company.  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.  In addition, the Company has received
approximately $2,300,000 of a total of $2,500,000 under


                                14

<PAGE>

the subscription agreements; therefore, only an additional $200,000 may be
purchased under such subscription agreement.  This would provide the Company
with funding for its operating needs for a period of only three to four
months, based on expected operating results over the next quarter.  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.  The dilution experienced by the existing shareholders in the event
of such additional capital infusions cannot be determined at this time.
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.

Item 3.  Controls and Procedures

       Evaluation of Disclosure Controls and Procedures.  Based upon an
evaluation under supervision and with the participation of Registrant's
management, as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-QSB, Registrant's principal executive officer and principal
financial officer has concluded that the Registrant's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c)) under the Securities
Exchange Act of 1934, are effective to ensure that information required to be
disclosed (in reports that we file or submit under that Exchange Act) is
recorded, processed, summarized and reported within the  time periods
specified in SEC rules and forms.

       Changes in Internal Accounting.  There were no significant changes in
Registrant's internal controls or other factors that could significantly
affect these controls subsequent to the date of their evaluation.  There were
no significant deficiencies or material weaknesses, and therefore there were
no corrective actions taken.  However, the design of any system of controls is
based in part upon the assumptions about the likelihood of future events, and
there is no certainty that any design will succeed in achieving its stated
goal under all potential future considerations, regardless of how remote.






                                15
<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 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: February 12, 2003                  /s/ Reed L. Benson
                                         ------------------------------------
                                         Reed L. Benson
                                         Chief Executive Officer, Chief
                                         Financial Officer and Director





                                16


<PAGE>

                    CERTIFICATION PURSUANT TO
          18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Reed L. Benson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Xvariant, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.  As the certifying officer of the Registrant, I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

    a. designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

    b. evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

    c. presented in this quarterly report Registrant's conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.  I have disclosed, based on our most recent evaluation, to the Registrant's
auditors and the audit committee of Registrant's board of directors (or
persons performing the equivalent functions):

    a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

    b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls;
and

6.  I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: February 12, 2003        /s/ Reed L. Benson
                               --------------------------------------
                               Reed L. Benson
                               Chief Executive Officer and Chief Financial
                               Officer


                                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 December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Reed
L. Benson, Chief Executive Officer and 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:

     (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.



Date: February 12, 2003    /s/ Reed L. Benson
                           ------------------------------------------------
                           Reed L. Benson
                           Chief Executive Officer and Chief Financial Officer









                                18