SecProbe.io

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      May 23, 2005

Mail Stop 45-61

Mr. Joseph Wagner
875 North Michigan Avenue, Suite 2626,
Chicago, IL 60611

Re:	XA, Inc
	Form 10-KSB for the year ended December 31, 2004
	File No. 000-32885

Dear Mr. Wagner:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB

Item 7 - Financial Statements

Consolidated Balance Sheets, page 26
1. What is your basis in GAAP for presenting the shares issued in
connection with the employment contracts as a prepaid asset?  What
consideration was given to presenting these amounts as deferred
compensation as a deduction from stockholders` equity?  Reference
is
made to paragraph 14 of APB 25 and paragraph 30 of SFAS 123.
2. How does your presentation of discount on convertible notes
payable as an asset comply with the disclosure requirements in
paragraph 16 of APB 21 which requires discounts to be reported as
a
direct deduction from the face amount of the note?

Note 1 - Summary of Significant Accounting Policies, pages 30 - 33
3. We note that you have numerous arrangements by which employees
and
non-employees receive shares of stock or other equity instruments
of
the company in exchange for compensation of the goods and services
that they provided.   Tell us how you considered SFAS 123 and EITF
96-18.  In addition, please tell us how you accounted for the
issuance of the Series A Preferred Stock to your executive
officers
and what consideration you received for this issuance.
4. Please tell us supplementally and consider expanding your
disclosures as appropriate to disclose your revenue recognition
policy for each type of service you provide.  In addition, in
situations where you have "income sharing arrangements" and use
third
party vendors, please advise us if you recognized revenue gross or
net in accordance with EITF 99-19.

Income Taxes, page 33
5. We note that you have not recorded a valuation allowance for
your
deferred tax assets, in part because of your historical operating
results.  Given your net loss position in 2004 and your history of
cumulative net losses, how did you determine that a valuation
allowance was not needed?

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Yolanda Critttendon, Staff Accountant, at
(202)
551-3472 or the undersigned at (202) 551-3413 if you have
questions.

						Sincerely,

Cicely D. Luckey
Branch Chief

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XA, Inc.
Maay 23, 2005
Page 3

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