SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-KSB

[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

           For the fiscal year ended September 30, 2001

                Commission File Number: 000-28339

                          XVARIANT, INC.
       ---------------------------------------------------
      (Exact name of Registrant as specified in its Charter)

              Nevada                                84-1398342
 ------------------------------                   --------------------
(State or other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                    Identification No.)

      70 South Main Street #1050, Salt Lake City, Utah 84101
   ------------------------------------------------------------
       (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number including Area Code:  (801) 536-5000

  Securities Registered Under Section 12(b) of the Exchange Act:
                              None.

   Securities Registered Pursuant to Section 12(g) of the Act:
                  Common Stock, Par Value $0.001

      Check 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 past 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 [  ]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ X ]

     State issuer's revenues for its most recent fiscal year.  $266,136.

     The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the average bid and asked
prices of such stock, as of January 11, 2002, was $5,013,236.

<PAGE>

     As of January 10, 2002, the Registrant had outstanding 16,271,100 shares
of its common stock.

     Documents Incorporated by Reference:  Portions of the issuer's definitive
proxy statement to be issued in connection with issuer's annual stockholders'
meeting which the Registrant currently plans to hold on or about February 28,
2002.

     Transitional Small Business Disclosure Format: Yes [   ] No [ X ]


                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION

PART I                                                           Page No.

Item 1.  Description of Business.....................................1
Item 2.  Description of Property.....................................6
Item 3.  Legal Proceedings...........................................6
Item 4.  Submission or Matters to a Vote of Security Holders.........6

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters....7
Item 6.  Management's Discussion and Analysis or Plan of Operation...9
Item 7.  Financial Statements........................................13
Item 8.  Changes In and Disagreements With Accountants on
          Accounting and Financial Disclosure........................13

PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance With Section 16(a) of the Exchange Act..13
Item 10. Executive Compensation......................................14
Item 11. Security Ownership of Certain Beneficial Owners
         and Management..............................................14
Item 12. Certain Relationships and Related Transactions..............14
Item 13. Exhibits and Reports on Form 8-K............................14
Signature............................................................15

The information contained in this Form 10-KSB for the fiscal year ended
September 30, 2001, is as of the latest practicable date except for financial
information which relates to the fiscal year.

<PAGE>

                              PART I

                 ITEM 1.  DESCRIPTION OF BUSINESS

      Xvariant, Inc. (the "Company") was organized on October 24, 1996, under
the laws of the State of Nevada, as Almost Country Productions, Inc., for the
purpose of producing and marketing music.  In approximately March 1997 the
Company sold 100,000 shares of its common stock at $.30 per share in an
offering pursuant to Rule 504 and Section 3(b) of the Securities Act of 1933.
The Company realized net proceeds of approximately $25,000.  Shortly
thereafter the Company invested its funds in the production and then the
promotion of a compact disc and audiotape entitled "Wildest Dream" and
performed by  Pamela Lind.  Pamela Lind is the stage name for the Company's
former President, Pamela Lindquist.  In November, 2000 the Company
discontinued its music production business and actively sought new business
opportunities.  The Company changed its name to Xvariant, Inc. in August,
2001.

      On March 15, 2001, the Company completed the acquisition of Real Estate
Federation, Inc. ("REF"), pursuant to Stock Purchase Agreement (the
"Agreement") between the Company and the shareholders of REF, dated as of
March 15, 2001.

General

      The Company acquired REF as a wholly owned subsidiary by issuing
20,500,000 shares of the Company's authorized common stock, 20,000,000 of
which were issued to the shareholders of REF in exchange for their interests
in REF and 500,000 of which were issued as a commission to one of the
Company's shareholders.  The newly issued shares aggregated approximately 97%
of the then issued and outstanding shares of the Company, and resulted in a
change in control of the Company.  At the closing of the acquisition, REF had
no liabilities other than ordinary overhead expenditures, a real estate lease
obligation, employment agreements with the three founders of REF, and a
consulting agreement with another shareholder of REF.  REF had no significant
assets other than its intellectual property, copyrights, and computers used to
deliver its service.  It did, however, have a subscription agreement with one
of its shareholders to provide up to $2,500,000 in capital funding over the
next one year period.  To date, approximately $1,395,000 has been received and
utilized to pursue REF business operations.  The foregoing summary of the
transaction is qualified in its entirely by reference to the Agreement, a copy
of which is listed as an exhibit to this report.

Business of REF

     REF, a development stage company, was formed in August, 2000, to develop,
market and manage an Internet based referral system for the residential real
estate industry.  REF is a start-up operation, and has incurred substantial
expenses undertaking its business model and implementing its marketing plan to
date.  It has generated only nominal revenue to date.  A major change brought
about by technology in the practice of real estate sales is access by
consumers to real estate related information.  The REF technology allows home
buyers and sellers to review property listings that interest them through the
Internet instead of relying on multiple listing services' printed materials
that were previously only available to agents.  The Internet listings
generally appear only on each individual real estate company's web sites or on
the site of an

<PAGE>

aggregator of real estate listings.  A potential buyer or seller must peruse
all of the major companies' sites to locate a majority of the available
product.  A real estate brokerage company may spend a significant amount of
marketing resources to drive people to its Internet site only to have the
prospect visit the site and quickly move on leaving no trace of the prospect.
Additionally, a prospect may visit the site of an aggregator and see a listing
by a company, but have no direct contact with the real estate agent who has
helped the prospect get to that point.  The sales agent then finds that the
prospect gravitates only to the listing agent with no referral fee or other
compensation for the agent originally involved with the project.

      REF has developed the technology and Internet search engines that allow
a real estate company to overcome the shortfalls of existing technology and
still take advantage of the public's desire to have ready access to
information.  The REF referral system unifies the listings of independent
brokerage firms enabling prospective buyers to view listings from many
brokerage firms, but all on the web site of the brokerage company offering the
information to REF.  The integrity of each brokerage's listings is maintained
in the system and the progress of each home buyer is monitored as he goes
through the selection and closing process.  If a prospect initially contacts
the web site of a real estate brokerage that is a customer of the Company, the
prospect's initial information (name, address, contact numbers, desired price
range, etc.) is identified with the brokerage company ("Initiating Broker")
that initially drew the prospect to the Internet and records all the
properties viewed.  If the prospect follows through with a housing purchase
with any other Broker who is also a customer of REF, the Initiating Broker
generates a referral fee paid by the ultimate selling broker.  The referral
fee system is currently a standard in the industry, but the REF system was
designed to allow the referral to be automatically tracked from the initial
contact through the closing of a sales transaction with all parties aware of
the obligation at all times in the process.

      In addition, and probably more important to the real estate brokerage
companies, the REF system is designed to capture data about the prospect and
store it for follow up by the company's agents.  Management believes the
existence of qualified leads means more contact with interested and qualified
buyers for the agents, which in turn generates more sales commissions.  Both
the agents and the brokerage company benefit from this collection of
information.  In practice, the first brokerage company to utilize the REF
system experienced a significant increase in the number of qualified leads
generated.

      Both the collection of information for lead generation and the tracking
of referral fees, allow a brokerage company to allocate marketing resources to
drive people to their site secure in the knowledge that a visit by a serious
buyer will result in valuable information being captured.  Prior to the
introduction of the REF referral system a prospective buyer had either to
visit each brokerage firm's custom site or visit the public side of the
Multiple Listing Service, which only exists in the larger markets.  The REF
system allows the real estate company that drives traffic to the selling
broker to secure a referral fee which is not available in the case of driving
traffic to the Multiple Listing Service.  In addition, the REF system allows
its broker customers to increase the effectiveness of the leads generated by
visits to their web sites through capturing valuable information about the
prospective buyer allowing the agents to follow up on leads the member would
not otherwise be aware of.

                                2
<PAGE>

      To date REF has marketed its services to the real estate industry
primarily through personal contact with larger brokerage companies.  In
November, 2000, and 2001, REF attended the National Association of Realtors
convention as an exhibitor.  The service introduction has been well received
and resulted in numerous contacts with real estate brokerages with which REF
has been actively attempting to enter into service agreements.  In addition,
marketing literature has been selectively mailed to the largest brokerage
companies throughout the United States.  Combined these sales efforts have
resulted in fifty-five real estate brokerages in nineteen different states
actually signing contracts to receive REF services.  Thirty-five of these
client brokerages currently have their listings in the REF system and REF is
currently in the process of loading data from the other twenty customers in
its data base for delivery to the public via the Internet at its customers'
web sites.

      REF initially intended to generate revenue by receiving a percentage of
referral fees generated by the REF system.  It is entitled to 25% of the
referral fees that result from sales of real estate listed by one REF customer
and sold by another REF customer when the buyer or seller used the REF system
during the sales process.  This means that there must be more than one
brokerage in an area using the REF system to actually generate revenue for
REF.  To date there is only one geographic area that actually has more than
one brokerage actively using REF's service, which is in Utah, and which has
generated any referral fee revenue.  Because the referral fee model generated
only limited revenue during the initial year of operations, the Company
determined to expand its offering to include a customer service division that
contacts each of the leads captured by potential home buyers accessing REF
members' Internet sites and qualifies the leads by determining the customers'
present intent and ability to consummate a real estate purchase relatively
quickly.  If the customer is an immediate buyer the lead is passed on to the
brokerage company generating the interest and ultimately to an agent who then
knows he has a qualified prospect that is ready to buy.  REF has commenced,
since the end of the 2001 fiscal year, charging its customers a fee for its
qualification service in addition to receiving referral fees.  Due primarily
to the fact that the customers are wide spread geographically,  the referral
fees the Company has received are limited.  The Company to date has sold 11 of
its 55 brokerage customers its customer service offering which includes the
monthly service fee.  The customer service fees of the eleven customers
aggregates approximately $7,000 per month.

      The Company also provides web design, web development, and supporting
web services to clients of REF and prospective customers of REF and generates
additional income for the services it provides.

Proprietary Protection

      The Company has developed certain Internet search engine technology it
believes gives the Company a competitive advantage in servicing its customers.
The Company has filed preliminary patent applications, but has not completed
the application process due to financial constraints.  It must complete the
process before February 28, 2002, or lose its ability to patent its unique
ideas and technology.  The Company is unsure of its financial ability to
complete the patent process.

                                3
<PAGE>

      The Company protects its trade secrets through use of confidentiality
agreements with its employees and customers.

Major Customers

      Although the Company has only received limited revenue since inception,
approximately 97% of such revenue has been from a single customer, which was
the first customer to generate any revenue for the Company.  As more customers
are secured the percentage received from that customer is expected to be
reduced significantly.

Competition

      The Company is not aware of other competitors that provide the same
service to the real estate industry as the Company.  However, there are many
companies that provide general Internet delivered services to the real estate
industry.  Many of such services include portions of the services the Company
provides and are perceived by potential customers as being competitive.
Companies providing such services may have greater financial resources than
the Company.

Employees

      The Company currently employs nine people at the Company's executive
offices and one sales representative in Pennsylvania.  It also has a
commission only sales representative in New York.

Employment Agreements

      REF entered into employment agreements with its founders, Messrs.,
Wright, Knapp and Craig which provided for significant benefits, all of which
were paid throughout the 2001 fiscal year.

      Because the Company failed to achieve its originally projected operating
results, the Company determined to restructure the business in order to
continue operations.  In connection with the restructuring, and pursuant to
Separation Agreements (the "Separation Agreements"), dated October 12, 2001,
described below, Messrs. Wright, Knapp and Craig resigned.

      On or about October 12, 2001, Messrs. Craig and Knapp each entered into
Separation Agreements with the Company and REF under the terms of which they
terminated their employment effective as of October 1, 2001, and surrendered
all Company stock owned by them for cancellation, which was 4,950,000 shares
and 550,000 shares, respectively.  Craig and Knapp each received 100,000
shares of common stock, which are subject to non-sales restrictions for a
period of three years.  The Company has paid to Craig and Knapp the sums of
$12,500 and $17,500 respectively, in full and complete satisfaction of all
amounts owed to them for salary, vacation, expense reimbursement and any other
amounts related in any way to their employment with the REF.

                                4
<PAGE>

      In connection with his Separation Agreement, Mr. Wright terminated his
employment as of October 1, 2001, with REF.  REF has agreed to engage Mr.
Wright as an independent consultant to provide sales, marketing and customer
liaison services.  The consulting services agreement is a month-to-month
arrangement with either party being able to terminate the arrangement upon 30
days prior written notice.  REF will pay Mr. Wright the sum of $10,000 per
month for his consulting services, and will reimburse Mr. Wright for certain
costs related to the Company's business activities.  During the time Mr.
Wright is a consultant to the Company, he will also be entitled to monthly
bonuses of $500 for each $5,000 of gross monthly revenue in excess of  $50,000
generated by REF.  Total compensation shall not exceed $20,000 per month.  The
Company has agreed to pay Mr. Wright the sum of $12,500 as full and complete
satisfaction of all amounts owed to him for salary, vacation, termination
benefits, expense reimbursement and any other amounts related in any way to
his earlier employment with REF, which has not been paid to date.

      If the Company determines that it is not in the best interests of the
Company to continue to fund the operational expenditures of REF with
investment capital, Mr. Wright will surrender all stock of the Company owned
by him, which is  4,400,000 shares.  Upon cancellation of said shares, the
Company shall issue to Mr. Wright, 100,000 shares of common stock, which will
be subject to standard restrictions on transfer under applicable securities
laws.

      In connection with the Separation Agreements, the Company has also paid
Messrs. Craig, Knapp and Wright $3,500 each as a reimbursement for their
attorneys' fees incurred in negotiating the Separation Agreement.

      In October, 2001, as a condition of the Separation Agreement with Mr.
Craig, the Company transferred to Mr. Craig all of the issued and outstanding
shares of Xvariant, Inc., a Utah corporation, which was a wholly-owned
subsidiary of REF.  Mr. Craig has agreed to change the name of said
corporation so that it will not conflict with the name of the Company.  The
Utah corporation performed certain software services for real estate and other
companies.  During the time it was a REF subsidiary, its revenues were not
sufficient to cover its expenses and it provided no benefit to REF.  The
Company did not consider Xvariant, Inc., the Utah corporation, as being a
significant aspect of the Company's business.

Consulting Agreement

      In September, 2000, Applied Technology Consultants, Inc., ("ATC") a
Nevada Corporation, entered into a consulting agreement with REF under the
terms of which it is to be paid $5,000 per month for a term of three years
ending on August 31, 2003.  ATC is a shareholder in the Company.  In addition,
ATC entered into an agreement under the terms of which it is entitled to a
finder's fee for locating investment capital funding for the operations of
REF.  The finder's fee is to be a percentage of the investment proceeds
actually received by REF and is to be paid as such funds are received.  The
finder's fee percentage is 5% of the first million dollars received, 4% of the
next million dollars received and 3% of any additional funds received.  To
date, ATC has received $33,600 in finder's fees and $20,000 in consulting
fees.  At September 30, 2001, the Company owed ATC $36,500 of which $35,000
was for consulting

                                5
<PAGE>

services.  Mr. Reed L. Benson, who is an officer and director of the Company
is also an officer and director of ATC and derives income from ATC.

Government Regulation

      The Company's business activities are subject only to general
governmental regulations.

                 ITEM 2.  DESCRIPTION OF PROPERTY

      The executive offices of the Company are located at 170 South Main
Street, Suite 1050, Salt Lake City, Utah 84101.  REF entered into a lease
beginning in September, 2000, for a five year term.  The lease covers
approximately 2,700 square feet of office space at a rate of $4,616  per
month.  The Company has no other properties.

                    ITEM 3.  LEGAL PROCEEDINGS

      There are no legal proceedings pending against the Company, and, to the
best knowledge of the Company, no litigation has been threatened.

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

      During the fiscal year ended September 30, 2001, the Company solicited
proxies from security holders to change the name of the Company, to elect
directors of the Company and approve the Company's auditors.  The Company held
its annual meeting on August 13, 2001 at 170 South Main Street, Salt Lake
City, Utah.  The following were elected directors of the Company to serve for
the next fiscal year with following votes cast:

                              Votes in favor   Against  Abstained
      Thomas Wright               17,500,000      0         0
      Rick Craig                  17,500,000      0         0
      Carter Knapp                17,500,000      0         0

      However, all directors have now resigned pursuant to their Separation
Agreements described herein above.

      In addition the security holders approved an amendment to the Articles
of Incorporation of the Company changing the Company's name to Xvariant, Inc.
from Almost Country Productions, Inc.  The amendment was approved by the
affirmative vote of shareholders holding 17,500,000 shares with no negative
votes cast and no votes abstaining.  The selection of Grant Thornton LLP was
also approved as the Company auditors for fiscal year 2001.

                                6
<PAGE>

                             PART II

              ITEM 5.  MARKET FOR COMMON EQUITY AND
                   RELATED STOCKHOLDER MATTERS

      The Company's common stock is currently traded in the over-the counter
market on the NASD's Electronic Bulletin Board under the symbol "XVNT".  The
Company's stock began trading on November 20, 2000.  The following table sets
forth, for the respective periods indicated, the high and low bid quotations,
as adjusted for stock splits of the Company's common stock, as reported by the
National Quotation Bureau, and represents prices between dealers, does not
include retail markups, markdowns or commissions, and may not represent actual
transactions:

Calendar Quarters                      High Bid        Low Bid
-----------------                      --------        -------

Fiscal 2001

Quarter ended December 31, 2000        $ 0.625         $0.625
Quarter ended March 31, 2001              3.25            .25
Quarter ended June 30, 2001               3.25           2.75
Quarter ended September 30, 2001          3.50           2.75

Fiscal 2002

Quarter ended December 31, 2001        $  3.30            .66

      As of December 31, 2001, the Company had 16,271,100 shares of its common
stock issued and outstanding, and there were approximately 71 shareholders of
record.

Payment of Dividends

      As of the date hereof, the Company has not paid or declared any cash
dividends.  Future payment of dividends by the Company, if any, is at the
discretion of the Board of Directors and will depend, among other criteria,
upon the Company's earnings, capital requirements, and its financial condition
as well as other relative factors.  Management intends to retain any and all
earnings to finance the development of its business, at least in the
foreseeable future.  Such a policy is likely to be maintained as long as
necessary to provide working capital for the Company's operations.

Recent Sales of Unregistered Securities

      The following sets forth all securities issued by the Company within the
past fiscal year without registration under the Securities Act of 1933, as
amended.  No underwriters were involved in any stock issuances nor were any
commissions paid in connection therewith.  However, the Company did pay
finders fees in the form of cash or stock in connection with certain
securities issuances.

                                7
<PAGE>

      The issuance of qualified options is required to be based on market
value.  Accordingly, the exercise price is set based on the market price of
the Company's common stock on the date of grant, even though the options
convert into restricted stock.

      The Company believes that the following issuances of shares of common
stock, notes, debentures and other securities were exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant
to the exemption set forth in Section 4(2) thereof.  Each security was issued
subject to transfer restrictions.  Each certificate for each security bears a
restricted legend.  Each investor made representations to the Company that it
was accredited as that term is defined in Regulation D and that the security
was acquired for investment purposes.

      In March, 2001, the Company acquired Real Estate Federation, Inc.
("REF") by issuing 20,000,000 shares of common stock to the shareholders of
REF which then aggregated approximately 97% of the total issued and
outstanding shares of stock of the Company.

      In connection with the acquisition of REF, the Company, also issued to
Calico, Ltd., a foreign corporation which was a shareholder of REF, a total of
500,000 shares of common stock as a fee for services in effecting the
acquisition.  Calico, Ltd. holds a total of 5,700,000 shares of common stock
of the Company.

      In October, 2001, the Company canceled 550,000 shares of stock held by
Mr. Carter Knapp, a former director of the Company, and issued to him 100,000
shares, all pursuant to his Separation Agreement.

      Also, in October, 2001, the Company canceled 4,950,000 shares of stock
held by Mr. Rick Craig, a former director of the Company and issued to him
100,000 shares, all pursuant to his Separation Agreement.

      In November, 2001, the Company issued 450,000 shares of restricted
common stock to Bid Trac, Inc. in exchange for certain assets, including
customer contracts and software that allows the Company to provide an
additional on line service to its customers and six customer contracts
subscribing to the service.  In addition, the Company granted to Bid Trac
warrants to purchase up to 600,000 shares of common stock at an exercise price
of $2.00 per share.  Provided, however, in the event gross revenue derived
from the Bid Trac subscription fees is less than $200,000 for the twelve
months following the acquisition, only 300,000 shares may be purchased and if
gross revenue is less than $100,000 for that period then the warrant
terminates and no shares may be purchased.

      In November, 2001, the Company granted stock options to Mr. Reed L.
Benson, currently the President and sole director of the Company, to purchase
up to 500,000 shares of stock at $1.09 per share pursuant to the Company's
Stock Option Plan.  The option price represents the fair market value of the
Company's stock on the date of grant.  The options vest one third upon grant,
one third in one year from the date of grant, and one third in two years from
the date of grant contingent upon  Mr. Benson remaining an officer or director
for such time.

                                8
<PAGE>

      In addition, also in November, 2001, the Company granted options to an
outside independent contractor to purchase 100,000 shares of stock at $1.09
per share, but all options are vested upon grant.  The contractor provides
accounting services to the Company and the options are in lieu of cash
compensation.

        ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                        PLAN OF OPERATION

Forward-Looking Information

      This report on Form 10-KSB 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 our 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 products and services of REF; (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 plans to target the top 500 real estate brokerage firms in
the United States, and to actively undertake efforts to sell the Company's
products and services to such firms, as a means of attempting to secure a
large share of the market in selected real estate markets 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 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 $1,395,000 under the subscription agreements, but the
funding source is under no obligation to continue making capital investments
in the Company.  The Company has used, and will continue to use, these funds
to pay general and administrative

                                9
<PAGE>

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.

      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 sites because the REF
services would result in additional revenue from referrals from other brokers
as the listings on the subject brokers would be sold by  brokers, who were
also customers of REF, and the referral fee would be tracked by the REF
system.  REF was to share in the referral fees so generated.  In practice, the
referral fee model has not proved to be profitable for the brokers or for REF
for two main reasons.  The tracking of the closings following introduction to
a listing and eventually a sale has not proven to be accurate and although
sales resulted there has been very little verifiable referral fee income
generated.  The second reason that the referral model has not been profitable
is that for the system to function as intended it is necessary to have at
least two major brokerages as clients in every geographical area to generate
cross referrals which result in referral fees.  The sales efforts, although
they have resulted in more than fifty brokerages throughout the country
contracting with REF, there has not been a sufficient concentration in enough
areas to validate the process and result in the desired revenue stream.  As a
result, although there has been a great deal of activity, it has resulted in
insufficient revenue.

       However, what has proven to be most valuable in the REF system has been
the ability of the technology and the Web presentation to capture valuable
information concerning house buying prospects. REF 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 REF member brokerages is currently the main
service being sold by the company.  However, because the customer service
addition has increased overhead, the Company is charging its clients a monthly
recurring service fee in addition to the referral fees that are generated from
home sales.  To date, there have been 11 of the Company's 55 brokerage clients
that have engaged the Company to provide the lead qualification services.

       The Company has 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 core services.  In pursuing its plan of
expanding its services 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 a
site to post bids and offers on specific properties.  Coincident with the
acquisition of the software used to provide the Bid Trac service, the Company
also acquired seven contracts with brokerage companies that are currently
receiving the Bid Trac service and

                                10
<PAGE>

paying the Company a monthly fee.  The fees from these seven customers
aggregates approximately $10,000 per month.  In addition, in sales
presentations with these customers in the month since acquisition, one of the
Bid Trac customers is going to utilize all of the services of the Company.
Currently, all of the sales presentations made by the Company consist of the
bundled services of the Bid Trac and REF services and it is contemplated that
as access to other services is available, they will also be included in the
bundle of services offered to Company customers.

General

      The following discussion and analysis should be read in conjunction with
the information set forth in the consolidated financial statements and notes
thereto included elsewhere in this Form 10-KSB.

      On March 15, 2001, Almost Country Productions, Inc. (the "Company")
completed a Stock Purchase Agreement between the Company and the shareholders
of Real Estate Federation, Inc. ("REF"), a Utah corporation, under the terms
of which the Company acquired all of the issued and outstanding shares of REF,
in exchange for the issuance of a total of 20,000,000 shares to REF
shareholders, in a "reverse acquisition."  The Company also issued 500,000
shares as a commission earned in finding and facilitating the acquisition.  As
a result of the reverse acquisition, the Company had a total of 21,121,100
shares of common stock issued and outstanding.  This transaction resulted in
the REF shareholders in the aggregate owning approximately 97% of all of the
issued and outstanding shares of stock of the Company, giving them voting
control of the Company.  As a result of this transaction, the Company became
the surviving legal entity, and REF became the acquirer for accounting
purposes.  Therefore, the financial statements presented herein represent the
operations of REF from inception on September 1, 2000.

Results of Operation

      Revenues

      The Company has generated a total of $266,136 in revenue for the year
ended September 30, 2001, and a total of $275,136 in revenue since inception
(September 1, 2000).

      Operating Expenses

      The Company incurred total operating expenses of $1,556,864 for the year
September 30, 2001, and total operating expenses of $1,620,185  for the period
from inception through September 30, 2001.

      The Company's largest expense since inception has been for salaries and
employee benefits, which was in the amount of $873,942 for the year ended
September 30, 2001; and a total of $926,239 from inception through September
30, 2001.  Salaries and employee benefits have constituted approximately 56%
of total expenses for the year ended September 30, 2001, or approximately 57%
since inception.

                                11
<PAGE>

      During the year ended September 30, 2001, and since inception the
Company expended a total of $62,772  and $63,772, respectively, for technology
development and website design, which is expected to decrease somewhat over
the next year.

      The Company also anticipates that marketing expenses, which were $81,548
and $86,548, respectively, for the year ended September 30, 2001 and since
inception, may be reduced somewhat over the next few months.

      Net Losses

      The Company had a net loss in the amount of $1,298,410 for the year
ended September 30, 2001; and a net loss of $1,352,731 for the period from
inception through September 30, 2001.

      Due to limited cash flow from operations, the Company has attempted to
scale back expenses over the past several months, and estimates that it has a
current expense rate of between $70,000 and $80,000 per month.

Liquidity and Capital Resources

      At September 30, 2001, the Company had cash of $16,545, total current
assets of $50,959, current liabilities of $254,078, and total stockholders'
deficit of $107,881.  Since inception, the Company has experienced negative
cash flow from operations, and expects to continue to experience negative cash
flow at least until the middle of the fiscal year ending September 30, 2002.

      The Company estimates that its monthly expenses over the next several
months will be between approximately $70,000 and $80,000 per month.  While the
Company anticipates that its negative cash flow may diminish somewhat as, and
to the extent, REF begins to generate income 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 under subscription agreements, and anticipates that such
payments will continue over the next several months.  Since September 30, 2001
and through December 31, 2001, the Company has received a total of $150,000 in
payments under subscription agreements, and anticipates that payments will
continue over the next several months, at a minimum of $50,000 per month.
However, the investors under the subscription agreements have the right to
suspend payments under the subscription agreements.  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, or on terms acceptable to the Company.

                                12
<PAGE>

Risk Factors and Cautionary Statements

      This Annual 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,
the ability of the Company to meet its cash and working capital needs, and to
have sufficient revenues to continue operations.

Recent Accounting Pronouncements

      Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations",  SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No.
143, "Accounting for Asset Retirement Obligations", and SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", were
recently issued.  SFAS No. 141, 142, 143, and 144 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.

Inflation

      During fiscal 2001, there was no material impact on the Company from
inflation.

                  ITEM 7.  FINANCIAL STATEMENTS

      The financial statements required by this Item 7 are set forth in Item
13 of this Form 10-KSB.  All information which has been omitted is either
inapplicable or not required.

    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

      During the fiscal year, there have been no disagreements with
accountants, but the Company changed it accountants to Grant Thornton LLP.

                             PART III

      ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                CONTROL PERSONS, COMPLIANCE WITH
                SECTION 16(a) OF THE EXCHANGE ACT

      The information to be set forth under the captions "Executive Officers,"
and "Section 16(a) Beneficial Ownership Reporting Compliance" will be set
forth in the Company's Proxy Statement for the Annual Meeting of Stockholders
to be held on or about February 28, 2002 (the "Proxy Statement"), are
incorporated herein by reference.

                                13
<PAGE>

                 ITEM 10.  EXECUTIVE COMPENSATION

      The information to be set forth under the caption "Executive
Compensation" in the Proxy Statement is incorporated herein by reference.

    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                          AND MANAGEMENT

      Security ownership of certain beneficial owners and management to be set
forth under the caption "Security Ownership of Directors, Nominees and
Principal Stockholders" in the Proxy Statement is incorporated herein by
reference.

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information to be set forth under the caption "Transactions with
Related Parties" in the Proxy Statement is incorporated herein by reference.

                             PART IV

           ITEM 13.  EXHIBITS, AND REPORTS ON FORM 8-K

Financial Statements

    Report of Independent Certified Public Accountants...................F-1

    Consolidated Balance Sheet as of September 30, 2001F-3

    Consolidated Statements of Operations for the year ended
    September 30, 2001, for the period September 1, 2000 (inception)
    through September 30, 2000 and cumulative from September 1, 2000
    (inception) through September 30, 2001...............................F-4

    Consolidated Statement of Stockholders' Deficit for the year
    ended September 30, 2001, for the period September 1, 2000
    (inception) through September 30, 2000 and cumulative from
    September 1, 2000 (inception) through September 30, 2001.............F-5

    Consolidated Statements of Cash Flows for the year ended
    September 30, 2001, for the period September 1, 2000
    (inception) through September 30, 2000 and cumulative from
    September 1, 2000 (inception) through September 30, 2001.............F-6

    Notes to Consolidated Financial Statements...........................F-8


                                14
<PAGE>

Listing of Exhibits

     Exhibit No.

     10.1              Asset Purchase Agreement by and between
                       Xvariant, Inc. and Bid Trac, Inc.

     10.2              Common Stock Warrant

Reports on Form 8-K

      No reports on Form 8-K were filed during the quarter ended September 30,
2001.

                            SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.

                                       XVARIANT, INC.


Date: January 15, 2002               By /s/ Reed L. Benson
                                       -----------------------------------
                                       President, Chief Executive Officer
                                       and Sole Director


                                15
<PAGE>









                      REPORT OF INDEPENDENT
                   CERTIFIED PUBLIC ACCOUNTANTS



The Directors and Stockholders of
Xvariant, Inc.

We have audited the accompanying consolidated balance sheet of Xvariant, Inc.
and Subsidiary (a development stage company) as of September 30, 2001, and the
related consolidated statements of operations, stockholders' deficit and cash
flows for the year ended September 30, 2001, for the period September 1, 2000
(inception) through September 30, 2000 and cumulative from September 1, 2000
(inception) through September 30, 2001.  These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on the financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Xvariant, Inc. and Subsidiary as of September 30, 2001, and the
consolidated results of their operations and their consolidated cash flows for
the year ended September 30, 2001, for the period September 1, 2000
(inception) through September 30, 2000 and cumulative from September 1, 2000
(inception) through September 30, 2001, in conformity with accounting
principles generally accepted in the United States of America.

                               F-1
<PAGE> 16

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has generated net
losses of $1,352,731 from September 1, 2000 (inception) through September 30,
2001.  In addition, the Company has limited operating capital with current
liabilities exceeding current assets by $203,119 and has had limited revenue
from inception through September 30, 2001.  As discussed in Note B,
realization of a major portion of the assets is dependent upon the Company's
ability to meet its future financing requirements and the success of its
future operations.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans in regards to
these matters are also described in Note B.  The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

As discussed in Note A, the Company has been in the development stage since
its inception on
September 1, 2000.


     /s/Grant Thornton LLP


Salt Lake City, Utah
December 31, 2001


                               F-2
<PAGE> 17


                  Xvariant, Inc. and Subsidiary
                  (A Development Stage Company)

                    CONSOLIDATED BALANCE SHEET

                        September 30, 2001

                              ASSETS


CURRENT ASSETS
  Cash                                                       $    16,545
  Accounts receivable, no allowance deemed necessary              25,714
  Prepaid expenses                                                 8,700
                                                             ------------

     Total current assets                                         50,959

PROPERTY AND Equipment, at cost, net (Notes D and F)             115,978

Other assets                                                       9,232
                                                             ------------

                                                             $   176,169
                                                             ============


              LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES

  Checks issued in excess of cash in bank                    $    24,144
  Trade accounts payable (Note I)                                158,740
  Accrued payroll                                                 10,230
  Lines of credit (Note E)                                        36,000
  Current maturities of long-term obligations (Note F)            24,964
                                                             ------------

     Total current liabilities                                   254,078

LONG-TERM LIABILITIES
  Long-term obligations, less current maturities (Note F)         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, 21,121,000 issued and
    outstanding                                 $    21,121
  Additional paid-in capital                      2,439,229
  Stock subscriptions receivable                 (1,215,500)
  Deficit accumulated during the development
    stage                                        (1,352,731)
                                                ------------
      Total stockholders' deficit                               (107,881)
                                                             ------------

                                                             $   176,169
                                                             ============





  The accompanying notes are an integral part of this statement.

                               F-3

<PAGE> 18
<TABLE>
<CAPTION>

                        Xvariant, Inc. and Subsidiary
                        (A Development Stage Company)

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                              Cumulative
                                                           For the period        from
                                                            September 1,     September 1,
                                                          2000 (inception) 2000 (inception)
                                            Year ended        through          through
                                            September 30,   September 30,    September 30,
                                                 2001           2000             2001
                                            -------------- --------------- ---------------
<S>                                         <C>            <C>             <C>
Revenue                                     $     266,136  $        9,000  $      275,136
                                            -------------- --------------- ---------------
Operating expenses
  Salaries                                        873,942          52,297         926,239
  Marketing                                        81,548           5,000          86,548
  Technology development and website design        62,772           1,000          63,772
  Other                                           123,917               -         123,917
  Photography services                            106,413               -         106,413
  Consulting services                             112,299               -         112,299
  Employee benefits                                53,551               -          53,551
  Rent                                             53,749           4,617          58,366
  Depreciation and amortization                    41,554             407          41,961
  Travel                                           47,119               -          47,119
                                            -------------- --------------- ---------------

     Total operating expenses                   1,556,864          63,321       1,620,185
                                            -------------- --------------- ---------------

Operating loss                                 (1,290,728)        (54,321)     (1,345,049)

Other expense - interest                            7,682               -           7,682
                                            -------------- --------------- ---------------

      Loss before income taxes                 (1,298,410)        (54,321)     (1,352,731)

Income taxes (Note G)                                   -               -               -
                                            -------------- --------------- ---------------

NET LOSS                                    $  (1,298,410) $      (54,321) $   (1,352,731)
                                            ============== =============== ===============

Loss per share - basic and diluted          $       (0.06) $        (0.00) $        (0.06)
                                            ============== =============== ===============
Weighted-average shares outstanding -
  basic and diluted                            21,121,000      21,121,000      21,121,000
                                            ============== =============== ===============


      The accompanying notes are an integral part of these statements.

                                     F-4
<PAGE> 19
</TABLE>
<TABLE>
<CAPTION>
                        Xvariant, Inc. and Subsidiary
                        (A Development Stage Company)

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

   For the period September 1, 2000 (inception) through September 30, 2000
                  and for the year ended September 30, 2001



                                                                                Deficit
                                                                                accumulated
                                                     Additional   Stock         during the
                                Common stock         paid-in      subscriptions development
                              Shares       Amount    capital      receivable    stage        Total
                           ------------ ------------ ------------ ------------- ------------ ------------

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

Issuance of common stock
 (Note J)                   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 C)   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)
                           ============ ============ ============ ============= ============ ============



         The accompanying notes are an integral part of this statement.

                                       F-5
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>

                          Xvariant, Inc. and Subsidiary
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                 Cumulative
                                                                For the period   from
                                                                September 1,     September 1,
                                                                2000 (inception) 2000 (inception)
                                                Year ended      through          through
                                                September 30,   September 30,    September 30,
                                                2001            2000             2001
                                                --------------- ---------------- ---------------

                                             <c>             <c>              <c>
Increase (decrease) in cash
  Cash flows from operating activities
    Net loss                                    $   (1,298,410) $       (54,321) $   (1,352,731)
    Adjustments to reconcile net loss to net
      cash used in operating activities
         Depreciation and amortization                  41,554              407          41,961
         Changes in assets and liabilities
           Accounts receivable                         (25,714)               -         (25,714)
           Prepaid expenses                             (8,700)               -          (8,700)
           Other assets                                      -           (9,232)         (9,232)
           Trade accounts payable                      132,581           26,159         158,740
           Accrued payroll                              10,230                -          10,230
                                                --------------- ---------------- ---------------

             Total adjustments                         149,951           17,334         167,285
                                                --------------- ---------------- ---------------
             Net cash used in
              operating activities                 (1,148,459)          (36,987)     (1,185,446)
                                                --------------- ---------------- ---------------
Net cash flows from investing activities   -
  Purchase of property and equipment                  (71,000)          (12,378)        (83,378)
                                                --------------- ---------------- ---------------


                                   (Continued)

                                       F-6
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>

                          Xvariant, Inc. and Subsidiary
                          (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                                                                 Cumulative
                                                                For the period   from
                                                                September 1,     September 1,
                                                                2000 (inception) 2000 (inception)
                                                Year ended      through          through
                                                September 30,   September 30,    September 30,
                                                2001            2000             2001
                                                --------------- ---------------- ---------------

                                             <c>             <c>              <c>
Cash flows from financing activities
  Net payment received on common
    stock subscriptions                              1,194,850           50,000       1,244,850
  Increase in checks issued in
    excess in cash in bank                              24,144                -          24,144
  Increase in lines of credit                           36,000                -          36,000
  Principal payments on capital lease
    obligations                                        (19,625)               -         (19,625)
                                                --------------- ---------------- ---------------
             Net cash provided by
              financing activities                   1,235,369           50,000       1,285,369
                                                --------------- ---------------- ---------------

             Net increase in cash                       15,910              635          16,545

Cash at beginning of period                                635                -               -
                                                --------------- ---------------- ---------------

Cash at end of period                           $       16,545  $           635  $       16,545
                                                =============== ================ ===============

Supplemental disclosures of cash flow information
--------------------------------------------------
  Cash paid during the period for
    Interest                                    $        7,682  $             -  $        7,682
    Income taxes                                             -                -               -

Noncash investing and financing activities
------------------------------------------
Capital lease obligations of $52,205 for equipment acquisitions were incurred during the year ended
September 30, 2001 ($22,356 for the period September 1, 2000 (inception) through September 30, 2000).


        The accompanying notes are an integral part of these statements.

                                       F-7

</TABLE>
<PAGE> 22
                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:

1.  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 C).  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 organized in Utah) (Xvariant Utah) designs web
sites for real estate brokers.

At September 30, 2001, the Company was considered a development stage company
as its activities had principally been related to market analysis, capital
raising, development and other business planning activities and as such the
Company had limited revenue from its planned principal operations.

2.  Principles of consolidation
    ---------------------------

The consolidated financial statements include the accounts of REF (the
accounting survivor) and its wholly owned subsidiary Xvariant Utah.  The
outstanding shares of Xvariant Utah were contributed to the Company on
September 1, 2000.  At that time, Xvariant Utah had limited assets and
liabilities.  All significant intercompany accounts and transactions have been
eliminated in consolidation.

3.  Use of estimates
    ----------------

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenditures during the reporting periods.  Actual results could differ
from those estimates.

4.  Revenue recognition
    -------------------

The Company recognizes revenue from real estate lead commissions as escrow is
closed.  Xvariant Utah recognizes revenue from services rendered as they are
performed.

                               F-8
<PAGE> 23

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

5.  Depreciation and amortization
    ------------------------------

Property and equipment are stated at cost.  Depreciation and amortization are
provided for in amounts sufficient to relate the cost of depreciable assets to
operations over their estimated service lives.  Leased property under capital
leases and leasehold improvements are amortized over the shorter of the lives
of the respective leases or over the service lives of the asset.  The
straight-line method of depreciation is followed for financial reporting
purposes.  Accelerated methods of depreciation are used for tax purposes.

6.  Fair value of financial instruments
    -----------------------------------

The carrying value of the Company's cash, receivables, trade accounts payable
and lines of credit approximate their fair values due to their short-term
nature.

7.  Income taxes
    ------------

The Company utilizes the liability method of accounting for income taxes.
Under the liability method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to reverse.  An allowance against
deferred tax assets is recorded, when it is more likely than not that such tax
benefits will not be realized.

8.  Loss per share
    ---------------

Basic and diluted loss per share are calculated by dividing net loss by the
weighted-average number of shares outstanding.

9.  Concentrations
    --------------

All of the accounts receivable as of September 30, 2001 and 97 percent of the
revenue for the year ended September 30, 2001 originated with one customer.

10. Advertising costs
    ------------------

Advertising and marketing costs are expensed as incurred.


                               F-9
<PAGE> 24

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001


NOTE B - REALIZATION OF ASSETS

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 sustained losses of $1,352,731 from September 30, 2000
(inception) through September 30, 2001.  Current liabilities exceed current
assets by $203,119 at September 30, 2001.  The Company is a development stage
enterprise and has not generated significant revenue from operations from
inception through September 30, 2001.

In view of the matters described in the preceding paragraph, recoverability of
a major portion of the recorded asset amounts shown in the accompanying
consolidated balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
current obligations on a continuing basis, to obtain financing, to acquire
additional capital from investors, and to succeed in its future operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.

The Company believes that with the capital to be provided by the subscription
agreements (Note J) and with planned operations, it will be able to achieve
profitable operations.


NOTE C - RECAPITALIZATION

On March 15, 2001, the Company (formerly Almost Country Productions, Inc.)
acquired Real Estate Federation, Inc.  The combination of Real Estate
Federation, Inc. and the Company was recorded as a recapitalization of Real
Estate Federation, Inc. with Almost Country Productions, Inc. being the legal
survivor and Real Estate Federation, Inc. being the accounting survivor.

After the recapitalization, there were 21,121,100 shares of common stock
outstanding with approximately 97 percent of those shares being held by former
stockholders of Real Estate Federation, Inc.

                               F-10

<PAGE> 25
                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001


NOTE D - PROPERTY AND EQUIPMENT

Property and equipment, at cost, and estimated useful lives are as follows:

                                           Amount        Years
                                        -----------    --------
              Furniture and fixtures    $   16,695         4
              Exhibit booth                 25,644         4
              Equipment                    115,193         3
                                        -----------
                                           157,532
              Less accumulated
               depreciation and
               amortization                 41,554
                                        -----------
                                        $  115,978
                                        ===========

Included in equipment is $74,561 of equipment under capital leases, with
accumulated depreciation of $38,381 at September 30, 2001.


NOTE E - LINES OF CREDIT

The Company has two $250,000 uncollateralized lines of credit with two related
party companies.  The lines bear interest at 6 percent and mature in June
2002.  The balances outstanding at September 30, 2001 were $30,000 and $6,000,
respectively.

NOTE F - LONG-TERM OBLIGATIONS

The Company leases office space under long-term operating lease agreements and
leases equipment under long-term capital lease agreements.  Minimum rentals on
capital leases have been capitalized at the cost of the leased equipment or
the present value of the rentals at the inception of the leases and the
obligation for such amounts recorded as liabilities.  Amortization of the
capitalized assets, which is included in depreciation and amortization
expense, is computed on the straight-line basis over the life of the asset or
the lease term, whichever is shorter, and interest expense is accrued on the
basis of the outstanding lease obligations.

                               F-11
<PAGE> 26

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE F - LONG-TERM OBLIGATIONS - CONTINUED

Future minimum lease payments under capital and operating leases are as
follows:


                                                  Capital      Operating
                                                  leases       leases
      Year ending December 31,                 ------------  -------------
              2002                             $    31,438   $    55,391
              2003                                  29,733        55,391
              2004                                   1,516        46,159
              Thereafter                                 -             -
                                               ------------  -------------
              Total minimum lease payments          62,687   $   156,941
                                                             =============
              Less amount representing interest      7,751
                                               ------------
              Present value of net minimum
                lease payments                      54,936

              Less current maturities               24,964
                                               ------------

                                               $    29,972
                                               ============

Rent expense for the year ended September 30, 2001 was $53,749 and $4,617 for
the period September 1, 2000 (inception) through September 30, 2000.


NOTE G - INCOME TAXES

The provision for income taxes consisted of the following:


                                                              Cumulative
                                             For the period   from
                                             September 1,     September 1,
                                             2000 (inception) 2000 (inception)
                             Year ended      through          through
                             September 30,   September 30,    September 30,
                             2001            2000             2001
                             -------------   --------------   -------------
Current
  Federal                    $          -    $           -    $          -
  State                                 -                -               -
Deferred                                -                -               -
                             -------------   --------------   -------------
          Total              $          -    $           -    $          -
                             =============   ==============   =============


                               F-12

<PAGE> 27

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE G - INCOME TAXES - CONTINUED

The reported total income tax benefit is different than the amount computed by
applying the statutory Federal income tax rate of 34 percent to the loss
before income taxes as follows:


                                                              Cumulative
                                             For the period   from
                                             September 1,     September 1,
                                             2000 (inception) 2000 (inception)
                             Year ended      through          through
                             September 30,   September 30,    September 30,
                             2001            2000             2001
                             -------------   --------------   -------------
Benefit at statutory rates   $   (441,000)   $     (18,000)   $   (459,000)
Increase in valuation allowance   484,000           20,000         504,000
State tax benefit - net of
  Federal effect                  (43,000)          (2,000)        (45,000)
                             -------------   --------------   -------------
      Total                  $          -    $           -    $          -
                             =============   ==============   =============

In accordance with SFAS No. 109, the deferred tax assets and liabilities are
comprised of the estimated future tax provision (benefit) due to different
financial reporting and income tax basis related to:



                                                       2001
                                                  -----------
         Deferred tax assets
           Net operating loss carryforward        $  504,000
         Valuation allowance                        (504,000)
                                                  -----------
                 Net deferred tax asset           $        -
                                                  ===========

The Company has sustained net operating losses in all periods presented.
There were no deferred tax assets or income tax benefits recorded in the
financial statements for net deductible temporary differences or net operating
loss carryforwards because the likelihood of realization of the related tax
benefits cannot be established. Accordingly, a valuation allowance has been
recorded to reduce the net deferred tax asset to zero and consequently, there
is no income tax provision or benefit for the periods presented.  The increase
in the valuation allowance was $484,000 for the year ended September 30, 2001
($20,000 for the period September 1, 2000 (inception) through September 30,
2000).

As of September 30, 2001, the Company had net operating loss carryforwards for
tax reporting purposes of approximately $1,284,000 expiring through 2021.

                               F-13
<PAGE> 28

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE H - LOSS PER SHARE

The following data was used in computing loss per share:


                                                              Cumulative
                                             For the period   from
                                             September 1,     September 1,
                                             2000 (inception) 2000 (inception)
                             Year ended      through          through
                             September 30,   September 30,    September 30,
                             2001            2000             2001
                             -------------   --------------   -------------
Net loss                     $ (1,298,410)   $     (54,321)   $ (1,352,731)
Shares outstanding entire
  period                       21,121,100       21,121,100      21,121,100
Weighted-average shares
  outstanding during period    21,121,000       21,121,000      21,121,000
Loss per share -
  basic and diluted          $      (0.06)   $        0.00    $      (0.06)


The Company does not have potentially dilutive stock at September 30, 2001 or
for any period presented.  Shares issued in connection with the
recapitalization have been included in the calculation of loss per share as
though they were outstanding from inception.


NOTE I - RELATED PARTY TRANSACTIONS

In addition to the lines of credit in Note E, the Company has the following
related party transactions:

The Company entered into an agreement on September 1, 2000 with an attorney to
provide legal and other consulting services.  The attorney is also a
shareholder of the Company.  The agreement stipulates monthly payments of
$3,500 for a term of five years with an option to renew for an additional
two-years.  The base consulting fee is subject to a yearly increase of 10
percent or a cost of living adjustment whichever is greater.  Consulting fees
paid in conjunction with this agreement totaled $31,500 for the year ended
September 30, 2001 and $0 for the period from September 1, 2000 (inception)
through September 30, 2000.  Included in accounts payable at September 30,
2001 was approximately $7,000 of amounts payable to the attorney.

                               F-14
<PAGE> 29

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE I - RELATED PARTY TRANSACTIONS - CONTINUED

The Company also entered into a consulting agreement with another shareholder,
Applied Technologies Consulting (ATC).  Under the agreement, ATC will provide
business and financial advisory services for the Company for a monthly
consulting fee of $5,000.  The agreement was entered into August 31, 2000 and
extends for a period of three years.  The consulting fee for the first two
months of the contract was waived by ATC.  Total consulting fee expense for
the year ended September 1, 2001 totaled $45,000.  Included in accounts
payable at September 30, 2001 is approximately $36,500 of amounts payable to
ATC.

The Company has a Technology Development Agreement and Assignment with two
officers of the Company that are also shareholders of the Company.  The
agreement stipulates that the Company will pay a royalty of three percent of
gross revenues (as defined) on all revenues, except those that are directly
related to the real estate industry.


NOTE J - COMMITMENTS AND CONTINGENCIES

The Company has employment agreements with certain officers of the Company.
Salaries covered by these agreements total $400,000 annually through September
2003.  The agreements also provide total bonuses ranging from $550,000 in the
first year to $750,000 annually and stock option clauses upon meeting
specified business objectives and time requirements.  These agreements were
cancelled subsequent to September 30, 2001 (Note K).

The Company entered into subscription agreements totaling $2,505,500 of which
$1,290,000 was received during the period September 1, 2000 (inception)
through September 30, 2001, resulting in net cash to the Company of
$1,244,850.  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


                               F-15

<PAGE> 30

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE J - COMMITMENTS AND CONTINGENCIES - CONTINUED

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 year ended September 30, 2001 and at
September 30, 2001, the Company was not in compliance with certain terms of
the agreement.

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.

Effective January 1, 2001, the Company established a 401(k) plan covering all
employees that have attained 18 years of age and older and have completed
three months of service with the Company.  The Company contributes 3 percent
of eligible employees compensation in which the employee is immediately 100
percent vested.  In addition, the Company may contribute to the plan at its
discretion.  Discretionary contributions vest over five years at 20 percent
per year. For the year ended September 30, 2001 the Company contributed
$13,894 to the plan.


NOTE K - SUBSEQUENT EVENTS

During October 2001, two former officers entered into separation agreements
with the Company under terms of which they terminated their employment
agreements and surrendered all Company stock owned by them for cancellation,
which totaled 5,500,000 shares.  The two former officers received 100,000
shares of common stock each and a combined total of $30,000 in full and
complete satisfaction of all amounts owed to them for salary, vacation,
expense reimbursement and any other amounts related in any way to their
employment with the Company.  One of the former officers also received all of
the issued and outstanding shares of Xvariant Utah which had only nominal net
assets.

Also during October 2001, in connection with another officer's separation
agreement, the Company has agreed to pay the former officer $12,500 as
satisfaction of all amounts owed to him for salary, vacation, expense
reimbursement and any other amounts related in any way to his employment with
the Company.  The Company has also agreed to engage the officer as an
independent consultant.  The consulting services agreement is a month-to-month
agreement with either party being able to terminate the arrangement upon 30
days prior written notice.  The Company will pay the former officer $10,000
per month for his consulting services.  He will also be entitled to monthly
bonuses.  Total compensation will not be greater than $20,000 per month.

                               F-16

<PAGE> 31

                  Xvariant, Inc. and Subsidiary
                  (a Development Stage Company)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the period September 1, 2000 (inception) through
   September 30, 2000 and for the year ended September 30, 2001

NOTE K - SUBSEQUENT EVENTS - CONTINUED

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.

In 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.

Also 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.


                               F-17