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, 2003

                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 13, 2003
         _______________         ______________________________
          Common Stock                13,561,100 shares


<PAGE>



                 XVARIANT, INC. AND SUBSIDIARIES

         Form 10-QSB for the Quarter ended March 31, 2003

                        Table of Contents

                                                                       Page
                                                                       ----
Part I - Financial Information

         Item 1.  Financial Statements                                   3

         Item 2.  Management's Discussion and Analysis
                  or Plan of Operation                                  16

         Item 3.  Controls and Procedures                               20

Part II - Other Information

         Item 1.  Legal Proceedings                                     20

         Item 2.  Changes in Securities                                 20

         Item 3.  Defaults Upon Senior Securities                       20

         Item 4.  Submission of Matters to a Vote of Security Holders   20

         Item 5.  Other Information                                     20

         Item 6.  Exhibits and Reports on Form 8-K                      20

Signatures                                                              21

Certifications                                                          22




                                2
<PAGE>








                  PART I - FINANCIAL INFORMATION

                  Item 1 - Financial Statements







                 XVARIANT, INC. AND SUBSIDIARIES

                       FINANCIAL STATEMENTS

                          March 31, 2003


                                3
<PAGE>



                 XVARIANT, INC. AND SUBSIDIARIES
                   Consolidated Balance Sheets


                              ASSETS

                                                    March 31,   September 30,
                                                      2003           2002
                                                  ------------- -------------
                                                   (Unaudited)
CURRENT ASSETS

   Cash                                           $      6,203  $      5,127
   Accounts receivable, net                             99,388       105,660
                                                  ------------- -------------

     Total Current Assets                              105,591       110,787
                                                   ------------- -------------

EQUIPMENT, NET                                          82,036       106,371
                                                  ------------- -------------
OTHER ASSETS

  Other non-current assets, net                         26,732        44,232
  Goodwill                                           1,068,048     1,068,048
                                                  ------------- -------------

     Total Other Assets                              1,094,780     1,112,280
                                                  ------------- -------------

     TOTAL ASSETS                                 $  1,282,407  $  1,329,438
                                                  ============= =============





















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

                                4
<PAGE>





                 XVARIANT, INC. AND SUBSIDIARIES
             Consolidated Balance Sheets (Continued)



          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                     March 31,  September 30,
                                                       2003         2002
                                                  ------------- -------------
                                                     (Unaudited)

CURRENT LIABILITIES

  Cash overdraft                                  $     89,873  $      6,942
  Trade accounts payable and accrued expenses          547,225       509,970
  Deferred revenue                                      18,938        14,425
  Lines of credit, related party                       160,294        73,314
  Notes payable, related party                           3,500         3,500
  Current maturities of long-term obligation            21,112        30,145
                                                  ------------- -------------

     Total Current Liabilities                         840,942       638,296
                                                  ------------- -------------

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

     Total Liabilities                                 840,942       639,773
                                                  ------------- -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

  Common stock, $0.001 par value, 50,000,000
    shares authorized; 13,561,150 shares
    issued and outstanding                              13,561        13,561
  Additional paid-in capital                         3,950,693     3,914,491
  Stock subscription receivable                       (100,780)     (425,540)
  Accumulated deficit                               (3,422,009)   (2,812,847)
                                                  ------------- -------------

     Total Stockholders' Equity                        441,465       689,665
                                                  ------------- -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  1,282,407  $  1,329,438
                                                  ============= =============



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

                                5

<PAGE>
<TABLE>
<CAPTION>
                     XVARIANT, INC. AND SUBSIDIARIES
                  Consolidated Statements of Operations
                               (Unaudited)



                             For the Three Months Ended   For the Six Months Ended
                                       March 31,                  March 31,
                             --------------------------- ---------------------------
                                  2003          2002          2003          2002
                             ------------- ------------- ------------- -------------
                                             (Restated)                  (Restated)


                          <c>           <c>           <c>           <c>
REVENUE                      $    620,242  $    234,538  $  1,142,656  $    286,836
                             ------------- ------------- ------------- -------------
OPERATING EXPENSES

 Sales and marketing              345,164        29,390       623,350        64,463
 General and administrative       565,826       526,808     1,090,214       834,491
 Depreciation and amortization     26,228        15,224        51,480        27,181
                             ------------- ------------- ------------- -------------

   Total Operating Expenses       937,218       571,422     1,765,044       926,135
                             ------------- ------------- ------------- -------------

Net Loss From Operations         (316,976)     (336,884)     (622,388)     (639,299)
                             ------------- ------------- ------------- -------------
OTHER INCOME (EXPENSE)

 Interest expense                  (3,732)       (2,610)       (6,434)       (4,703)
 Other income                           -         4,071             -         4,071
 Loss on disposal of business           -             -             -       (25,934)
 Gain on forgiveness of debt            -             -        19,660             -
                             ------------- ------------- ------------- -------------

   Total Other Income(Expense)    (3,732)        1,461        13,226       (26,566)
                             ------------- ------------- ------------- -------------

Loss before income taxes        (320,708)     (335,423)     (609,162)     (665,865)

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

NET LOSS                     $   (320,708) $   (335,423) $   (609,162) $   (665,865)
                             ============= ============= ============= =============

BASIC LOSS PER SHARE         $      (0.02) $      (0.02) $      (0.04) $      (0.04)
                             ============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING            13,561,100    17,436,000    13,561,100    16,699,022
                             ============= ============= ============= =============





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

                                    6

</TABLE>
<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            11,121,100       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         21,121,100       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.

                                         7

</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)                        -            -       (7,950)      324,760            -      316,810

Stock option expense
  (unaudited)                        -            -       44,152             -            -       44,152

Net loss for the six
 months ended March
 31, 2003 (unaudited)                -            -            -             -     (609,162)    (609,162)
                           ------------ ------------ ------------ ------------- ------------ ------------

Balance, March 31, 2003
 (unaudited)                13,561,100  $    13,561  $ 3,950,693  $   (100,780) $(3,422,009) $   441,465
                           ============ ============ ============ ============= ============ ============





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

                                         8

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









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




                                                         For the  Six Months Ended
                                                                 March 31,
                                                        ----------------------------
                                                               2003        2002
                                                         ------------- -------------
                                                                        (Restated)

                                                      <c>           <c>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                               $   (609,162) $   (665,865)
  Adjustment to reconcile net loss to net
   cash used by operating activities:
     Depreciation and amortization                             51,480        27,181
     Common stock and stock options issued for services        44,152       150,150
     Gain on forgiveness of debt                              (19,660)           -
  Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                 6,272        (2,226)
     Decrease in prepaid expenses and other assets                  -         8,700
     Increase in accounts payable and accrued expenses         56,915        45,739
     Increase in deferred revenue                               4,513           908
                                                         ------------- -------------

       Net Cash Used by Operating Activities                 (465,490)     (435,413)
                                                         ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property and equipment                           (9,645)            -
  Cash received in stock exchange agreement                         -         2,179
                                                         ------------- -------------
       Net Cash Provided By (Used For)
       Investing Activities                                    (9,645)        2,179
                                                         ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from lines of credit                               111,980        36,500
  Repayment on lines of credit                                (25,000)            -
  Repayments of note payable - related                              -        (1,000)
  Principle payments on capital lease obligations             (10,510)      (13,018)
  Increase (decrease) in cash overdraft                        82,931       (19,537)
  Net payments received on common stock issuance              316,810       484,960
                                                         ------------- -------------

       Net Cash Provided by Financing Activities         $    476,211  $    487,905
                                                         ------------- -------------












       The accompanying notes are an integral part of these
                consolidated financial statements.
                               9
</TABLE>
<PAGE>
<TABLE>
<PAGE>

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





                                                         For the  Six Months Ended
                                                                 March 31,
                                                        ----------------------------
                                                               2003        2002
                                                         ------------- -------------
                                                                        (Restated)

                                                      <c>           <c>

INCREASE IN CASH                                         $      1,076  $     54,671

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

CASH END OF PERIOD                                       $      6,203  $     71,216
                                                         ============= =============

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

CASH PAID DURING THE YEAR FOR

  Interest                                               $      1,386  $         -
  Income taxes                                           $          -  $         -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

  Common stock and stock options issued for services     $     44,152  $   150,150














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

                                10





</TABLE>
<PAGE>







                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
              March 31, 2003 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 and
six months ended March 31, 2003 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.





                                12
<PAGE



                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
              March 31, 2003 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.



                                12

<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 March
31, 2003 and September 30, 2002 and changes during the periods then ended is
presented below:


                                         March 31,          September 30
                                           2003                  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                        876,667  $    0.85    488,329  $   0.95
                                 ============ ========== ========== =========



                             Outstanding                Exercisable
                 --------------------------------- ----------------------
                              Weighted
                 Number       Average     Weighted  Number       Weighted
                 Outstanding  Remaining   Average   Exercisable  Average
Range of         at Mar. 31,  Contractual Exercise  at Mar. 31,  Exercise
Exercise Prices  2003         Life        Price     2003         Price
---------------- ------------ ----------- --------- ------------ ---------
 $ 0.65              500,000     8.85     $   0.65      333,334  $   0.65
   1.08            2,165,000     8.86         1.08      110,000      1.08
   1.09              600,000     8.65         1.09      433,332      1.09
   2.00              600,000     8.65         2.00            -         -
                 ------------ ----------- --------- ------------ ---------
 $ 0.65-2.00       3,865,000     8.79     $   1.17      876,667  $   0.85
                 ============ =========== ========= ============ =========





                                13

<PAGE>



                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
              March 31, 2003 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 Six Months Ended
                                                    March 31,
                                                2003          2002
                                            ------------- -------------
                                             (unaudited)   (unaudited)

       Net (loss) as reported               $   (609,162) $   (665,865)
       Pro forma net loss                   $   (819,965) $   (665,865)
       Basic (loss) per share as reported   $      (0.04) $      (0.02)
       Pro forma                            $      (0.06) $      (0.02)

NOTE 5 - MATERIAL EVENTS

During the six months ended March 31, 2003, the Company borrowed a net amount
of $86,980 from a related party under an existing line of credit.  Also,
during the same period, the Company received $324,760 from common stock
subscription agreements, resulting in net cash to the Company of $316,810.

NOTE 6 - CORRECTION OF ERRORS

Subsequent to the original issuance of the March 31, 2002 consolidated
financial statements, the Company determined that certain shares of common
stock were not properly valued for the recognition of services performed,
interest was not recorded on notes payable, depreciation was not properly
calculated on fixed assets, accounts receivable were overvalued, cash
overdraft was misclassified and current liabilities were unrecorded at March
31, 2002, thereby understating general and administrative expenses by $143,052
and other expenses by $917.  Correction of these errors had the following
effect on the previously reported net loss for the three and six months ended
March 31, 2002, and has an equal understatement of the retained deficit as of
March 31, 2002.

                                15

<PAGE>

                 XVARIANT, INC. AND SUBSIDIARIES
     Notes to the Unaudited Consolidated Financial Statements
               March 31, 2003 and September 30, 2002

NOTE 6 - CORRECTION OF ERRORS (Continued)


                                 For the Three Months Ended March 31, 2002
                                 -----------------------------------------
                                 Originally         As
                                 Reported        Restated     Difference
                                 ------------- ------------- -------------

    Total Assets                 $  1,364,897  $  1,365,700  $        803 (1)

    Total Liabilities                 439,550       434,337         5,213 (2)

    Additional Paid-in Capital      3,513,079     3,663,064      (149,985)(3)

    Net loss                          191,454       335,423      (143,969)

    Loss per share               $      (0.01) $      (0.02) $      (0.01)(4)



                                 For the Six Months Ended March 31, 2002
                                 -----------------------------------------
                                 Originally          As
                                 Reported         Restated    Difference
                                 ------------- ------------- -------------

     Total Assets                $  1,364,897  $  1,365,700  $        803 (1)

     Total Liabilities                439,550       434,337         5,213 (2)

     Additional Paid-in Capital     3,513,079     3,663,064      (149,985)(3)

     Net loss                         521,896       665,865      (143,969)

     Loss per share              $      (0.03) $      (0.04) $      (0.01)(4)


     (1) Relates to additional depreciation expense recorded on fixed assets
         calculated incorrectly, decrease in the valuation of accounts
         receivable and reclassification of cash overdraft as a liability.
     (2) Relates to interest accrued on notes payable not previously recorded,
         recognition of additional unrecorded liabilities and reclassification
         of cash overdraft as a liability,
     (3) Relates to additional expense recorded for the proper valuation of
         common stock issued for services.
     (4) Loss per share increased by $0.01.

NOTE 7 - SUBSEQUENT EVENTS

In May 2003, the Company purchased the assets of 3Dvisit for $35,000.  With
the purchase, the Company acquired accounts receivable, computer equipment,
and intangible assets and retains all photographers of 3Dvisit as well as
selected staff to manage the sales and marketing functions in Canada.


                                15
<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 continues to target the top 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 March 31, 2002, the Company has received
approximately $2,400,000 under the subscription agreements, and although the
funding source is under no obligation to continue making capital investments
in the Company, it has verbally committed to continue funding the Company
through equity purchases or loans through June 30, 2003.  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.  After June 30, 2003, if the Company has not achieved a
break-even status, the Company will begin a program of cost reduction and seek
additional investment capital to cover any cost shortfall.   With such cost
reductions and additional investment, if received, the Company anticipates
that it will be able to cover its working capital needs over the next twelve
months.


                                16
<PAGE>

      The Company originally developed technology designed to convert traffic
on real estate brokerage firms' web sites into leads by capturing vital
prospect information and delivering it to brokerage firms 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 valuable has been the ability of the
Company's technology and its 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 marketed by the
Company under the brand name of LEADMAXX.  The Company is charging its clients
a monthly recurring service fee and a per lead charge for leads qualified by
the Company and presented to the client.   To date, there are 17 brokerage
customers that have engaged the Company to provide the lead generation
services, which generate approximately $22,500 per month in recurring 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 customers have been converted to LeadMaxx, and the
combined offerings of lead generation and a virtual tour capability have
increased the Company's exposure in the real estate industry and increased the
Company's revenues by more than 150% in the past year.  The virtual tour
services are marketed by the Company primarily 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 90% of the total revenue of the Company for the quarter ended
March 31, 2003.  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 tour 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 90% of the Company's revenues were
generated from sales of virtual tours and related products.

                                17
<PAGE>

      The operating plan of the Company 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 March 31, 2003 and March 31,
2002

      Revenues

      The Company generated $620,242 in revenue during the three months ended
March 31, 2003.  During the same three-month period in 2002,  the Company
generated revenue of  $234,538.  The increase is primarily due to the
increased number of virtual tours sold by the Company.  During the quarter
ended March 31, 2003, the Company provided 6,472 virtual tours compared to
4,238 sold by the Company in the comparable period last year.

      Operating Expenses

      Operating expenses for the three months ended March 31, 2003 were
$937,218 compared to $571,422 for the three months ended March 31, 2002.  The
increase of approximately $365,000 is due primarily to the increased activity
of the Company in providing virtual tours.  The Company's sales and marketing
expenses increased approximately $316,000, of which $268,000 was an increase
in the payments to sales affiliates of the Company.  The Company 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 $289,000.
The remainder of the increase in sales and marketing expenses was the result
of increased sales activity of the Company.  Salaries and attendant expenses
increased approximately $185,000, which accounted for the remainder of the
increase, which was partially offset by decreases in various categories of
general expenses.

      During the three months ended March 31, 2003, the Company had a net loss
of $320,708 compared to a net loss of $335,423 for the three months ended
March 31, 2002.  The decrease in net loss results primarily from increased
sales of the Company.

Results of Operations for the six months ended March 31, 2003, and March 31,
2002

      Revenues

      The Company generated $1,142,656 in revenue during the six months ended
March 31, 2003.  During the same six-month period in 2002, the Company
generated revenue of $286,836.  The increase is due almost solely to the
acquisition of 360house, which occurred in January, 2002 and the increase of
its business during the three month period ending March 31, 2003.

      Operating Expenses

      Operating expenses for the six months ended March 31, 2003, were
$1,765,044  compared to $ 926,135 for the six months ended March 31, 2002.
The increase of approximately $839,000 is due primarily to an increase of
approximately $523,000 in payments to affiliates and an increase of
approximately $277,000 in salaries and related benefits.  The increase in
these two categories of expenses was due to the acquisition of 360House and
the general increase in business of the Company and employees to manage the
growth.


                                18

<PAGE>

Liquidity and Capital Resources

      At March 31, 2003, the Company had cash of $6,203, total current assets
of $105,591, total current liabilities of $840,942 and total stockholder's
equity of $441,465.  Cash increased $1,076, from $5,127 on September 30, 2002.
Other assets including Goodwill remained constant for the period ending March
31, 2003.

      For the six months ended March 31, 2003, the Company used $465,490 of
cash for  operating activities compared to $435,413 used for operating
activities in the six months ending March 31, 2002.  The cash used for
operations was provided primarily from common stock subscriptions and from
lines of credit provided by related parties.

      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.  The Company increased the
number of virtual tours in the most recently ended quarter by 36% over the
number of tours in the first quarter of this fiscal year and anticipates an
increase in the next quarter due to seasonal factors and new customers.
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 has received
verbal assurance that such payments will continue through the next quarter.
The Company expects that its additional cash needs after revenue, will be
between $75,000 and $100,000 per month for the next several months.  The
investors under the subscription agreement have met the total obligation under
the subscription agreement, but have indicated a willingness to continue
funding through loans or additional contributions to capital through June 30,
2003.    This would provide the Company with funding for its operating needs
for a period of only three months, based on expected operating results over
the next quarter.  Therefore, there can be no assurance that the Company will
continue to receive loans or equity contributions if the Company does not
demonstrate increased revenues and other favorable operating results over the
next several months.  In the event payments 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.

                                19
<PAGE>

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.

                   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.




                                20

<PAGE>

                            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 14, 2003                /s/ Reed L. Benson
                                  _______________________________________
                                  Reed L. Benson
                                  Chief Executive Officer, Chief Financial
                                  Officer and Director


                                21
<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: May 14, 2003               /s/ Reed L. Benson
                                 ____________________________________________
                                 Reed L. Benson
                                 Chief Executive Officer and Chief Financial
                                 Officer



                                22

<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 March  31, 2003 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)  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: May 14, 2003             /s/ Reed L. Benson
                               ____________________________________________
                               Reed L. Benson
                               Chief Executive Officer and Chief Financial
                               Officer





                                23