<PAGE>
---------------------------
OMB APPROVAL
---------------------------
OMB number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response... 14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
XOX CORPORATION
-------------------------------------------------------------
(Name of Issuer)
UNITS/COMMON STOCK
---------------------------------------------------
(Title of Class of Securities)
UNITS/COMMON STOCK: 98412Y200/98412Y101
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1 NAME OF REPORTING PERSON
SAS IP, INC.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
83-0307102
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
377,749
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
377,749
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,749
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.9%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
Item 1(a) NAME OF ISSUER:
--------------
XOX Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
-----------------------------------------------
1450 Energy Park Dr., Suite 120
St. Paul, MN. 55108
Item 2(a) NAME OF PERSON FILING:
---------------------
SAS IP, INC.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
-----------------------------------------------------------
123 E. 17th Street
Cheyenne, Wyoming 82001
Item 2(c) CITIZENSHIP:
-----------
US
Item 2(d) TITLE OF CLASS OF SECURITIES:
----------------------------
Common Stock
Item 2(e) CUSIP NUMBER:
------------
98412Y200/98412Y101
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
------------------------------------------------------------------
CHECK WHETHER THE PERSON FILING IS A:
------------------------------------
Not applicable.
Item 4 OWNERSHIP
---------
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
377,749
(b) Percent of Class:
12.9%
<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
377,749
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
377,749
(iv) shared power to dispose or to direct the disposition of
0
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
--------------------------------------------
Not Applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
---------------------------------------------------------------
Not Applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
----------------------------------------------------------------------
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
--------------------------------------------------------
Not Applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
---------------------------------------------------------
Not Applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
------------------------------
Not Applicable.
Item 10 CERTIFICATION
-------------
Not Applicable.
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 1997 /s/ John M. Sherbin II
------------------------
John M. Sherbin II
President
