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 March 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 May 15, 2002
      Common Stock                             17,431,100 shares

<PAGE> 1

                  Part 1- Financial Information
Item 1. Financial Statements



                  XVARIANT, INC. AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEET

                              ASSETS

                                                     March 31,  December 31,
                                                       2002        2001
                                                  ------------- -------------
                                                   (Unaudited)
CURRENT ASSETS

   Cash                                           $     66,609  $     16,545
   Accounts receivable, net                             39,599        25,714
   Prepaid Expenses                                          -         8,700
                                                  ------------- -------------

     Total Current Assets                              106,208        50,959

Property and Equipment, at costs, net
   (Notes D and F)                                     121,410       115,978

Other assets                                            79,232         9,232
Goodwill                                             1,058,047             -
                                                  ------------- -------------

     TOTAL ASSETS                                 $  1,364,897  $    176,169
                                                  ============= =============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Checks issued in excess of cash in banks       $          -  $     24,144
   Trade accounts payable (Note I)                     249,554       158,740
   Accrued payroll                                      10,230        10,230
   Accrued interest                                      4,271             -
   Deferred revenue                                     15,785             -
   Lines of credit (Note E)                             72,500        36,000
   Current maturities of long-term obligations
    (Note F)                                            45,391        24,964
                                                  ------------- -------------

     Total Current Liabilities                         397,731       254,078

LONG-TERM LIABILITIES
   Long-term obligations, less current
    maturities (Note F)                                 41,819        29,972

COMMITMENTS AND CONTINGENCIES
  (Notes E, I, J and K)

STOCKHOLDERS' DEFICIT (Notes J and K)

   Common Stock, $0.001 par value; 50,000,000
    shares authorized; 17,436,000 and 21,121,000
    issued and outstanding                              17,436        21,121
   Additional paid-in capital                        3,513,079     2,439,229
   Stock subscriptions receivable                     (730,540)   (1,215,500)
   Deficit accumulated during the development
    stage                                           (1,874,628)   (1,352,731)
                                                  ------------- -------------

     Total Stockholders' Deficit                      (925,347)     (107,881)
                                                  ------------- -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $  1,364,897  $    176,169
                                                  ============= =============



  The accompanying notes are an integral part of this statement.


<PAGE> 2
<TABLE>
<CAPTION>



                  XVARIANT, INC. AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF OPERATIONS


                            For the six months ended      For the three months ended
                                     March 31,                      March 31,
                         ----------------------------- -------------------------------
                              2002            2001           2002             2001
                         -------------- -------------- --------------- ---------------
<S>                      <C>            <C>            <C>             <C>
Revenue                  $     286,836  $     136,925  $      213,062  $       82,742
                         -------------- -------------- --------------- ---------------
Operating expenses
  Salaries                     348,487        348,181         207,120         185,621
  Marketing                     64,463         49,739          32,779          12,910
  Technology development
    and website design          63,036         34,142          15,809           6,426
  Other                         87,138         64,254          19,709          44,628
  Photography services          56,054         57,083          56,054          32,306
  Consulting services           67,016         59,500          30,004          35,500
  Employee benefits             16,695         25,070           6,464          14,806
  Rent                          32,691         18,464          16,196          13,848
  Depreciation and
   amortization                 24,933         18,330          12,977          10,399
  Travel                        22,570         16,821           5,710          11,483
                         -------------- -------------- --------------- ---------------

  Total operating expenses     783,083        691,584         402,822         367,927
                         -------------- -------------- --------------- ---------------

Operating loss                (496,247)      (554,659)       (189,760)       (285,185)

  Loss on disposal
   of business                 (25,934)             -               -               -

Other expense - interest        (3,787)        (3,905)         (1,694)         (2,373)

Other income                     4,071              -               -               -
                         -------------- -------------- --------------- ---------------
  Loss before income taxes    (521,897)      (558,564)       (191,454)       (287,558)

Income taxes (Note G)                -              -               -               -
                         -------------- -------------- --------------- ---------------
NET LOSS                 $    (521,897) $    (558,564) $     (191,454) $     (287,558)
                         ============== ============== =============== ===============

Loss per share - basic
 and diluted             $       (0.03) $       (0.03) $        (0.01) $        (0.01)
                         ============== ============== =============== ===============
Weighted-average shares
 outstanding - basic
 and diluted                16,500,320     21,121,000      17,037,867      21,121,000
                         ============== ============== =============== ===============


 The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>




                          XVARIANT, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


                                                     Additional   Stock                       Total
                                Common stock         paid-in      subscriptions Accumulated   Stockholders'
                              Shares       Amount    capital      receivable    Deficit       Equity
                           ------------ ------------ ------------ ------------- ------------ ------------

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

Issuance of common stock
 (Note F)                   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 (Note E)   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 (Note F) (unaudited) (5,500,000)      (5,500)       5,500             -            -            -

Issuance of common stock
 (Note F) (unaudited)          200,000          200         (200)            -            -            -

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

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

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

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

Payment received on common
 stock subscription
 (unaudited)                         -            -            -       294,960            -      294,960

Net loss for the period
 (unaudited)                         -            -            -             -     (521,897)    (521,897)
                           ------------ ------------ ------------ ------------- ------------ ------------
Balance at March 31, 2002
 (unaudited)                17,436,000  $    17,436  $ 3,513,079  $   (730,540) $(1,874,628) $  (925,347)
                           ============ ============ ============ ============= ============ ============

         The accompanying notes are an integral part of this statement.

</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>





                          XVARIANT, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                    For the six months ended
                                                                            March 31,
                                                                --------------------------------
                                                                      2002             2001
                                                                ---------------- ---------------

                                                             <c>              <c>
Increase (decrease) in cash
  Cash flows from operating activities
    Net loss                                                    $      (521,897) $     (558,364)
    Adjustments to reconcile net loss to net
      cash used in operating activities
         Common stock issued for services                                   165               -
         Depreciation and amortization                                   24,933          18,330
    Changes in assets and liabilities
         Accounts receivable                                             (3,782)        (33,441)
         Other assets                                                    (8,700)         (6,191)
         Trade accounts payable                                          58,106          27,556
         Accrued expenses                                                (1,639)              -
                                                                ---------------- ---------------

             Total adjustments                                           86,483           6,254
                                                                ---------------- ---------------
             Net cash used in operating activities                     (435,414)       (552,310)
                                                                ---------------- ---------------
Net cash flows from investing activities -

  Purchase of property and equipment                                          -         (51,262)
  Cash received in stock exchange agreement                               2,179               -
                                                                ---------------- ---------------
             Net cash used in investing activities                        2,179         (51,262)
                                                                ---------------- ---------------


                                   (Continued)
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>




                          XVARIANT, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                   For the six months ended
                                                                             March 31,
                                                                --------------------------------
                                                                      2002             2001
                                                                ---------------- ---------------

                                                             <c>              <c>
Cash flows from financing activities
  Net increase in lines of credit                                        36,500               -
  Net payment received on common stock subscriptions                    484,960         691,400
  Increase in notes receivable from officers                                  -         (29,600)
  Principal payments on capital lease obligations                       (14,017)         (9,253)
  Decrease in checks written in excess of cash in bank                  (24,144)              -
                                                                ---------------- ---------------
             Net cash provided by financing activities                  483,299         652,547
                                                                ---------------- ---------------

             Net increase in cash                                        50,064          48,975

Cash at beginning of period                                              16,545             635
                                                                ---------------- ---------------

Cash at end of period                                           $        66,609  $       49,610
                                                                ================ ===============

Supplemental disclosures of cash flow information
--------------------------------------------------
  Cash paid during the period for
    Interest                                                    $             -  $        3,905
    Income taxes                                                              -               -

Noncash investing and financing activities
------------------------------------------
Capital lease obligations of $54,683 for equipment acquisitions were incurred during the
six months ended March 31, 2002.

During November 2001, the Company issued 450,000 shares of common stock to purchase assets
with a value of  $70,000.  (Note G).


        The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
                  Xvariant Inc. and subsidiary

 NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE A - ACCOUNTING POLICIES

The information at March 31, 2002 and for the six months ended March 31, 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 B - UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed 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 six months ended March 31,
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 six months ended December 31, 2001, may not be indicative of the
results that may be expected for the year ending September 30, 2002.

NOTE C - 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 E). 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 F).

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.

<PAGE>7

                  Xvariant Inc. and subsidiary

 NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE D - 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 G and
H 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 E - 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 was 21,121,100 shares of common stock outstanding
with approximately 97 percent of those shares being held by former
stockholders of REF.

NOTE F - CONTINGENCIES

The Company entered into subscription agreements totaling $2,505,500 of which
$1,774,960 was received during the period September 1, 2000 (inception)
through March 31, 2002, resulting in net cash to the Company of $1,729,810.
The original agreement, representing $2,500,000 of the total, was receivable
by the Company based on the following schedule:


              $          50,000       At execution of agreement
              $          50,000       September 30, 2000
              $         150,000       October 30, 2000
              $         150,000       On the last day of each month,

                                    thereafter until the full subscription
                                      price has been paid
The investor may suspend payments under the 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 March 31, 2002 and at March 31, 2002 the
Company was not in compliance with certain terms of the agreement.
<PAGE> 8

                  Xvariant Inc. and subsidiary

 NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE F - CONTINGENCIES - CONTINUED

Under the agreement the investor 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.

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.

NOTE G - 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.

<PAGE> 9

                  Xvariant Inc. and subsidiary

 NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE H - 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 I - GOING CONCERN

The accompanying 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.


<PAGE> 10

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")  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 securing a
large share of the potential market for the Company's products.

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 $2,500,000.  Through December 31, 2001, the Company has
received approximately $1,774,960 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 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.  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 name Real Estate Federation, (REF), 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 brokerages would make
more use of their web site because REF's services


<PAGE> 11


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 under the trade name "Lead Maxx"
currently markets this service of qualifying prospect leads for brokerages.
The Company charges its clients a monthly recurring service fee in addition to
any referral fees that are generated from home sales.  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 has targeted several types of services for the
real estate industry, which are deliverable over the Internet and that are
complementary to its Lead Maxx 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 an offer and acceptance management software service
hosted by the Company and delivered via the Internet.

In January, 2002, the Company acquired 360House.com, Inc., a company that
provides virtual tours and digital imaging under the trade names of 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 the "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.

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 trade name of Build Maxx.  Although in
excess of 90% of the Company's revenues are derived from the residential real
estate business these other market segments 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 the advertising program.

<PAGE> 12

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 March 31, 2002 and March 31,
2001

     Revenues

The Company generated $213,062 in revenue during the three months ended March
31, 2002.  During the same three-month period last year the Company generated
$82,742  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 March 31, 2002 were $402,822
compared to $367,927 for the three months ended March 31, 2001.  The increase
is due primarily to the increase in salaries and marketing.  Salaries
increased approximately $22,000 over last year due to the increased number of
employees.  Marketing includes tradeshows and media advertising which
increased over last year by approximately $20,000.

During the three months ended March 31, 2002, the Company had a net loss of
$191,454 compared to a net loss of $287,558 for the three months ended March
31, 2001.

Results of Operations for the six months ended March 31, 2002 and March 31,
2001

     Revenues

The company generated $286,836 in revenue during the six months ended March
31, 2002.  During the same six month period last year the Company generated
$136,925.  The increase is due primarily to operations of 360House and the Bid
Trac services contracts.

     Operating Expenses

Operating expenses for the six months ended March 31, 2002 were $783,083
compared to $691,584 for the six months ended March 31, 2001.  The increase is
due primarily to the increase of approximately $30,000 in technology
development and website design related to the costs of a website development
project and increases in marketing and related travel expenses.

During the six months ended March 31, 2002, the Company had a net loss of
$521,897 compared to a net loss of $558,564 for the six months ended March 31,
2001.  The decrease in net loss is due primarily to the increased revenues
provided by the 360House acquisition.


<PAGE> 13

Liquidity and Capital Resources

At March 31, 2002 the Company had cash of $66,609, total current assets of
$106,208, total current liabilities of $397,731 and total stockholder's
deficit of $925,347.  Cash increased $50,064, from $16,545 on September 30,
2001, to $66,609 on March 31, 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 March 31, 2002.  The increase of $70,000 is
the value placed on the service contracts received in the Bid Trac
acquisition.  Goodwill at March 31, 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 $60,000 and $70,000
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.

<PAGE> 13

                   Part II   Other Information

Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities and Use of Proceeds.

In March, 2002, the Company issued 160,000 shares of restricted stock to an
outside unrelated third party consultant in satisfaction of a pre existing
verbal agreement related to services performed in 2001.

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.

On February 5, 2002, the Company filed a Form 8-K, which reported under Item 2
the acquisition of 360House.com, Inc., and on April 15, 2002, filed a Form
8-K/A, which reported under item 7 the required financial statements for the
acquisition of 360House.com, Inc.

                            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: May 20, 2002          By   /s/ Reed L. Benson
                              Reed L. Benson
                              President, Chief Executive Officer and Director