<PAGE>

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

    X    Quarterly report pursuant to Section 13 or 15(d) of the Securities
   ---   Exchange Act of 1934


For the quarterly period ended December 31, 2001 or


         Transition report pursuant to Section 13 or 15(d) of the Securities
   ---   Exchange Act of 1934



For the transition period from ___________ to ____________

Commission File Number:            0-27166
                       -----------------------------------


                                XATA Corporation
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


         Minnesota                                             41-1641815
-------------------------------                           ----------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

151 E. Cliff Road, Suite 10, Burnsville, Minnesota                55337
--------------------------------------------------             ----------
    (Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code:       (952) 894-3680
                                                    ----------------------------


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


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.
                                             Yes  X     No
                                                 ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of February 8, 2002, the following securities of the Registrant were
outstanding: 6,895,435 shares of Common Stock, $.01 par value per share.


================================================================================

<PAGE>



                                XATA Corporation
                                      Index



<TABLE>
<CAPTION>
PART I.      FINANCIAL INFORMATION                                                        Page No.
                                                                                          --------
<S>            <C>                                                                        <C>
             Item 1.  Financial Statements:
                 Balance Sheets as of December 31, 2001
                 and September 30, 2001                                                       3

                 Statements of Operations for the Three
                 Months Ended December 31, 2001 and 2000                                      5

                 Statements of Cash Flows for the Three Months
                 Ended December 31, 2001 and 2000                                             6

                 Notes to Financial Statements                                                7

             Item 2.  Management's Discussion and Analysis
                      of Financial Condition and Results of Operations                        9

             Item 3.  Quantitative and Qualitative Disclosures about
                      Market Risk                                                            11


PART II.     OTHER INFORMATION

             Item 1. Legal Proceedings                                                       12

             Item 2. Changes in Securities                                                   12

             Item 3. Defaults upon Senior Securities                                         12

             Item 4. Submission of Matters to a Vote of Security Holders                     12

             Item 5. Other Information                                                       12

             Item 6. Exhibits and Reports on Form 8-K                                        12

             Signatures                                                                      13
</TABLE>




                                       2


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


XATA CORPORATION
BALANCE SHEETS
DECEMBER 31, 2001 AND SEPTEMBER 30, 2001


<TABLE>
<CAPTION>
                                                                        DECEMBER 31,           September 30,
                                                                           2001                    2001
ASSETS                                                                  (UNAUDITED)              (audited)
------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Current Assets
     Cash and cash equivalents                                         $  1,858,380            $  2,031,432
     Accounts receivables, less allowances for doubtful accounts
         of $219,382 and $245,000, respectively                           4,040,729               3,930,581
     Inventories                                                          1,286,928               1,235,078
     Prepaid expenses                                                       115,603                 190,794
     Deferred income taxes                                                  600,000                 600,000
                                                                      --------------------------------------
                TOTAL CURRENT ASSETS                                      7,901,640               7,987,885

Equipment and Leasehold Improvements, at cost
     Engineering and manufacturing equipment                                 31,354                  26,924
     Office furniture and equipment                                         817,369                 784,849
     Leasehold improvements                                                  24,948                  24,948
                                                                      --------------------------------------
                                                                            873,671                 836,721

     Less accumulated depreciation and amortization                        (517,916)               (470,816)
                                                                      --------------------------------------
                TOTAL EQUIPMENT AND LEASEHOLD IMPROVEMENTS                  355,755                 365,905

Other Assets
     Capitalized software development costs, less accumulated
         amortization of $3,213,819 and $2,735,394 respectively           4,295,761               4,774,186
                                                                      --------------------------------------
                TOTAL OTHER ASSETS                                        4,295,761               4,774,186
                                                                      --------------------------------------
                TOTAL ASSETS                                           $ 12,553,156            $ 13,127,976
                                                                      ======================================
</TABLE>



See Notes to Financial Statements



                                       3





<PAGE>

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,            September 30,
                                                                           2001                    2001
LIABILITIES AND SHAREHOLDERS' EQUITY                                    (UNAUDITED)              (audited)
-----------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                     <C>
Current Liabilities
     Current maturities of long-term debt                             $    259,917            $    253,990
     Accounts payable                                                      746,997               1,367,557
     Accrued expenses                                                      704,080                 402,318
     Deferred revenue                                                      772,962                 618,804
                                                                     --------------------------------------
                TOTAL CURRENT LIABILITIES                                2,483,956               2,642,669


Long-Term Debt                                                             581,169                 629,936

Commitments                                                                     --                      --

Shareholders' Equity
     Preferred stock                                                            --                      --
     Common stock, par value $0.01 per share; 12,000,000
         shares authorized; 6,895,435 and 6,893,351 shares
         issued, respectively                                               68,954                  68,933
     Additional paid-in capital                                         17,661,757              17,657,710
     Accumulated deficit                                                (8,242,680)             (7,871,272)
                                                                     --------------------------------------
                TOTAL SHAREHOLDERS' EQUITY                               9,488,031               9,855,371
                                                                     --------------------------------------
                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $ 12,553,156            $ 13,127,976
                                                                     ======================================
</TABLE>



See Notes to Financial Statements




                                       4



<PAGE>



XATA CORPORATION
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                    DECEMBER 31,            December 31,
                                                                       2001                     2000
                                                                    (UNAUDITED)              (unaudited)
--------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                     <C>
Net sales                                                            $4,296,091              $2,396,498
Cost of goods sold                                                    2,530,964               1,670,978
                                                                    ------------------------------------
                GROSS PROFIT                                          1,765,127                 725,520

Operating expenses
     Selling, general and administrative                              1,533,364               1,010,724
     Research and development                                           579,037                  56,841
                                                                    ------------------------------------
                                                                      2,112,401               1,067,565
                                                                    ------------------------------------

                OPERATING LOSS                                         (347,274)               (342,045)

Non-operating income (expense)
     Interest income                                                     11,465                  17,680
     Interest expense                                                   (29,713)                (57,765)
     Other                                                               (5,886)                  5,861
                                                                    ------------------------------------
                                                                        (24,134)                (34,224)
                                                                    ------------------------------------

                NET LOSS BEFORE INCOME TAXES                           (371,408)               (376,269)

Income taxes                                                                 --                      --
                                                                    ------------------------------------
                NET LOSS                                             $ (371,408)             $ (376,269)
                                                                    ====================================

Net loss per common share
     Basic and diluted                                               $    (0.05)             $    (0.07)

Weighted average common and common share equivalents
     Basic and diluted                                                6,894,008               5,580,845

</TABLE>



See Notes to Financial Statements





                                       5


<PAGE>


XATA CORPORATION
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,           December 31,
                                                                                     2001                   2000
                                                                                  (UNAUDITED)            (unaudited)
--------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                     <C>
Cash used in Operating Activities
Net loss                                                                          $ (371,408)             $(376,269)
Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
     Depreciation and amortization of equipment and leasehold improvements            47,100                 60,515
     Amortization of capitalized software development costs                          478,425                187,449
     Changes in assets and liabilities:
         Accounts receivable                                                        (110,148)             1,257,632
         Inventories                                                                 (51,850)               156,734
         Accounts payable                                                           (620,560)                33,402
         Accrued expenses and deferred revenue                                       455,920               (362,872)
         Prepaid expenses and other assets                                            75,191                 33,952
                                                                                ------------------------------------
                NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  (97,330)               990,543
                                                                                ------------------------------------

Cash used in Investing Activities
     Purchase of equipment                                                           (36,950)               (94,444)
     Addition to software development costs                                               --               (878,658)
                                                                                ------------------------------------
                NET CASH USED IN INVESTING ACTIVITIES                                (36,950)              (973,102)
                                                                                ------------------------------------

Cash provided by Financing Activities
     Net payments on bank line of credit                                                  --               (139,826)
     Proceeds from borrowings on long-term debt                                           --                 66,090
     Payments on long-term debt                                                      (42,840)               (33,220)
     Proceeds from options and warrants exercised                                      4,068                  9,399
                                                                                ------------------------------------
                NET CASH USED IN FINANCING ACTIVITIES                                (38,772)               (97,557)
                                                                                ------------------------------------

                DECREASE IN CASH AND CASH EQUIVALENTS                               (173,052)               (80,116)

Cash and Cash Equivalents
     Beginning                                                                     2,031,432                928,497
                                                                                ------------------------------------
     Ending                                                                       $1,858,380              $ 848,381
                                                                                ====================================

Supplemental Disclosures of Cash Flow Information
     Cash payments for interest                                                   $   25,665              $  51,999

</TABLE>



See Notes to Financial Statements




                                       6


<PAGE>


NOTES TO FINANCIAL STATEMENTS

NOTE 1.  MANAGEMENT STATEMENT


In the opinion of management of the Company, the accompanying unaudited
financial statements contain all adjustments (consisting of only normal,
recurring accruals) necessary to present fairly the financial position of the
Company as of December 31, 2001 and the results of operations and cash flows for
the three month periods ended December 31, 2001 and 2000. The results of
operations for any interim period are not necessarily indicative of the results
for the fiscal year ending September 30, 2002. These interim financial
statements should be read in conjunction with the Company's annual financial
statements and related notes thereto included in the Company's Form 10-KSB and
Annual Report to shareholders for the fiscal year ended September 30, 2001.


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION: Revenue for sales of the Company's systems is recognized
when it is realized and earned. This generally does not occur until all of the
following are met: persuasive evidence of an arrangement to purchase exists,
delivery has occurred, the price is fixed and collectibility is reasonably
assured. Pursuant to certain contractual arrangements, revenues are recognized
for completed systems held at the Company's warehouse pending the receipt of
delivery instructions from the customer. Revenue from extended warranty and
service support contracts is deferred and recognized ratably over the contract
period.

INVENTORIES: Inventories are stated at the lower of cost or market. Cost is
determined on the standard cost method, which approximates the first-in,
first-out method.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS: Software development costs incurred
after establishing technological feasibility are capitalized. These costs are
amortized to cost of goods sold beginning when the product is first released for
sale to the general public. Amortization is the greater of the amount computed
using the ratio of current gross revenues for the product to the total of
current and anticipated future gross revenues, or the straight-line method over
the remaining estimated economic life of the product (two to five years). The
Company reviews its long-lived assets periodically to determine potential
impairment by comparing the carrying value of the long-lived assets with
estimated future cash flows expected to result from the use of the assets,
including cash flows from disposition. Should the sum of the expected future
cash flows be less than the carrying value, the Company would recognize an
impairment loss. An impairment loss would be measured by comparing the amount by
which the carrying value exceeds the fair value of the long-lived assets.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: Basic net earnings (loss) per
common share are computed by dividing net earnings (loss) by the
weighted-average number of common shares outstanding for the period. Diluted net
earnings (loss) per common share reflect the dilutive effect of stock options
and warrants.

RESEARCH AND DEVELOPMENT COSTS: Expenditures for research and development
activities performed by the Company are charged to operations as incurred.



                                       7

<PAGE>



NOTE 3.  CORPORATE LIQUIDITY

The Company believes its current cash balances, line of credit and vendor terms
will provide adequate cash to fund anticipated revenue growth, operating needs
and product development for the foreseeable future. However, any significant new
product development in the near term may require external funding. Moreover, it
is possible that the Company's cash needs may vary significantly from its
predictions, due to failure to generate anticipated cash flow or other reasons.
No assurance can be given that the Company's predictions regarding its cash
needs will prove accurate, that the Company will not require additional
financing, that the Company will be able to secure any required additional
financing when needed, or that such financing, if obtained at all, will be on
terms favorable or acceptable to the Company.







                                       8


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following discussion and analysis provides information we believe is
relevant to an assessment and understanding of XATA's results of operations and
financial condition. This discussion should be read in conjunction with the
financial statements in Item 1 and our report on Form 10-KSB for the year ended
September 30, 2001.

RESULTS OF OPERATIONS

NET SALES. Our net sales for the three months ended December 31, 2001 were $4.30
million, an increase of 79% compared to net sales of $2.40 million for the three
months ended December 31, 2000. The increase in net sales for the three months
ended December 31, 2001 was due to a high order backlog at the beginning of the
period combined with an overall increase in the demand for our fleet software
and hardware products. We anticipate that total revenue for fiscal 2002 will
exceed that of fiscal 2001.

GROSS PROFIT. Our gross profit for the three months ended December 31, 2001 of
$1.77 million (41% of net sales) exceeded our gross profit of $726,000 (30% of
net sales) for the same period in 2000. The increase in gross profit percentage
in the current year was primarily due to the effect of spreading certain fixed
cost of sales expenses over a higher net sales amount, a decrease in maintenance
expenses for released software products, and an improvement in software service
contract revenue. This was offset somewhat by increased amortization expense of
previously capitalized software development expenditures.

OPERATING EXPENSES. Operating expenses include research and development
expenses, as well as selling, general and administrative expenses. Total
operating expenses were $2.11 million (49% of net sales) for the three-month
period ended December 31, 2001 compared to $1.07 million (45% of net sales) for
the same period last year.

Selling, general and administrative expenses were $1.53 million (36% of net
sales) for the three-month period ended December 31, 2001 compared to $1.01
million (42% of net sales) for the comparable prior year period. The dollar
increase in selling, general and administrative expenses in the current quarter
was due to increased sales salaries, commissions and expenses incurred to
achieve the higher net sales amount, as well as increased salaries and expenses
associated with staff additions made to manage anticipated future growth. We
expect selling, general and administrative expenses for fiscal 2002 to be higher
than during fiscal 2001.

Research and development expenses during the three-month period ended December
31, 2001 were $579,000. Research and development expenses in the comparable 2000
period were $57,000. As planned, we are utilizing proceeds from the July, 2001
JDSTG equity investment for development of our XataNet, Xata Application Module
and Fleet Enterprise products. We capitalize software development expenditures
after we establish technological feasibility of new products, and later amortize
these capitalized amounts to cost of goods sold based on the anticipated useful
life of the product. We determine the useful life of each product based upon its
anticipated future net revenues. In the three-month period ended December 31,
2001, we did not capitalize any software development costs because the
expenditures were on products that have not fully attained technological
feasibility. In the three-month period ended December 31, 2000, the Company
capitalized $879,000 of software development expenditures. We anticipate that
total expenditures for research and development for fiscal 2002 will be greater
than fiscal 2001.

NON-OPERATING INCOME AND EXPENSE. Interest expense for the three-month period
ended December 31, 2001 was $30,000 compared to $58,000 in the comparable prior
year period. Interest expense decreased in the current year because we repaid in
full our bank credit line with funds from the July 2001 JDSTG investment.



                                       9


<PAGE>



Interest expense in the current period included interest on the JDSTG Note
Payable and an annual minimum interest assessment associated with our bank line
of credit. Interest income for the three-month period ended December 31, 2001
was $11,000 compared to $18,000 in the comparable prior year period. The
decrease in interest income in the current year was due to a significantly lower
market rate of interest paid on our investment account.

INCOME TAXES. No income tax benefit or expense was recorded for the three-month
period ended December 31, 2001 or 2000. Each fiscal quarter, we review the
valuation allowance established for our deferred tax asset to ensure it reflects
our estimate of the amount we believe will likely be realized. As of December
31, 2001 we concluded no adjustments to our deferred tax asset were required.
Realization of deferred tax assets is dependent on future taxable income during
the periods when deductible temporary differences and carryforwards are expected
to be available to reduce taxable income. The amount of the net deferred tax
asset considered realizable could be reduced in the future if actual future
taxable income is lower than estimated, or if there are differences in the
timing or amount of future reversals of existing taxable temporary differences.

NET LOSS. The net loss for the three-month period ended December 31, 2001 was
$371,000 compared to a net loss of $376,000 for the three-month period ended
December 31, 2000. Higher research and development expenditures, amortization,
and general and administrative expenses offset our significantly higher revenue
and gross profit during the current period.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2001, we had working capital of $5.42 million compared to
working capital of $5.35 million at September 30, 2001. The slight increase in
working capital is due to the portion of our current net loss attributable to
non-cash depreciation and amortization expense.

Cash used in operating activities during the three months ended December 31,
2001 totaled $97,000 compared to cash provided by operating activities of
$991,000 for the same period a year ago. Cash used in operating activities for
the three months ended December 31, 2001 was primarily the result of the net
loss of $371,000, offset by non-cash depreciation and amortization expenses,
which totaled $526,000 for the three months ended December 31, 2001. Non-cash
depreciation and amortization expenses totaled $248,000 in the same period last
year. We expect non-cash depreciation and amortization expenses to be greater in
fiscal 2002 than in 2001.

Cash used in investing activities was $37,000 for the three-month period ending
December 31, 2001 compared to $973,000 during the same period last year. The
decrease in cash used in investing activities was due to not capitalizing any
software development expenditures during the three-month period ended December
31, 2001. We capitalize software development expenditures only after achieving
technological feasibility. Development expenditures before achieving
technological feasibility are treated as research and development expense as
they are incurred.

Cash used in financing activities was $39,000 during the three months ended
December 31, 2001 compared to $98,000 during the same period a year ago. The
decrease was primarily due to repaying our bank credit line in full in July
2001, and having no additional credit line activity.

We believe our current cash balances, line of credit and vendor terms will
provide adequate cash to fund anticipated revenue growth, operating needs and
product development for the foreseeable future. See Note 3 in the Notes to



                                       10


<PAGE>



Financial Statements. It is possible our cash needs may vary significantly from
our predictions, due to failure to generate anticipated cash flow or other
reasons. No assurance can be given that our predictions regarding cash needs
will prove accurate, that we will not require additional financing, that we will
be able to secure any required additional financing when needed, or that such
financing, if obtained at all, will be on terms favorable or acceptable to us.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company invests its excess cash in money market mutual funds. The market
risk on these investments is minimal. The Company's outstanding long-term debt
carries interest at rates that primarily float with prime rates. As a result,
there is no material market risk relating to the Company's long-term debt.

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements based on current expectations.
Actual results may differ materially. These forward-looking statements involve a
number of risks and uncertainties about us, our business, our customers, and the
economy and business environment in general. Risks and uncertainties about us
include, for example, the following: although we expect to incur operating
losses in the current fiscal year, these losses may continue beyond the expected
timeframe or in excess of the expected magnitude, and we are dependent upon
external investment to support our growth during periods in which we incur
operating losses; we may be unable to adapt to technological change quickly
enough to grow or to retain our customer base; we will continue to be dependent
upon positioning systems and communication networks owned and controlled by
others, and accordingly, their problems may adversely impact us; for the
foreseeable future, we are dependent upon the continued receipt and fulfillment
of new orders for our current products; and our growth and profitability depend
on our timely introduction and market acceptance of new products, our ability to
continue to fund research and development activities, and our ability to
establish and maintain strategic partner relationships.



                                       11

<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         None


ITEM 2.   CHANGES IN SECURITIES

         None


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

         None


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


ITEM 5.   OTHER INFORMATION

         None


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits

         None

         Reports on Form 8-K

         None





                                       12


<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


        Dated:  February 8, 2002               XATA Corporation
              --------------------               (Registrant)



                                               by: /s/ John G. Lewis
                                                   -----------------------------
                                                   John G. Lewis
                                                   Chief Operating Officer and
                                                   Chief Financial Officer
                                                   (Signing as Principal
                                                   Financial and Accounting
                                                   Officer and as Authorized
                                                   Signatory of Registrant)





                                       13