SecProbe.io

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                         DAVID M. LOEV, ATTORNEY AT LAW
                         2777 ALLEN PARKWAY, SUITE 1000
                                HOUSTON, TX 77019
                            TELEPHONE (713) 524-4110
                            FACSIMILE (713) 524-4122

                                  June 6, 2005

Ms. Yolanda Crittendon
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

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

Dear Ms. Crittendon:

In  response to your letter dated May 23, 2005, XA, Inc. (the "Company") has the
following  responses:

ITEM 7 - FINANCIAL STATEMENTS
-----------------------------

CONSOLIDATED BALANCE SHEETS
---------------------------

1.     The  basis  in  GAAP  for  presenting  shares  issued  in connection with
employment  contracts  as a prepaid asset is that of periodicity, the allocation
of  benefits  to be received from a cost expenditure with the proper period that
they  are received. The monies in question were issued to an individual, not yet
an employee, as part of an acquisition to retain the services of that individual
in  the  future. The individual was to begin services, January 1, 2005. Since no
services  were  received  as  of  December  2004,  the  Company  believes  that
presentation  of  the  costs  as  a  prepaid asset was proper. This treatment is
consistent with paragraph 30 of FASB 123 which mandates periodicity. The Company
believes  that APB 25 is not applicable since the arrangement does not fall into
the  definition  of  a  plan  as  described  in  that  publication.

2.     The  Discount  of  Notes Payable, as described in Note 2 to the Financial
Statements,  represent  costs  incurred  in  connection with the issuance of the
convertible  promissory  notes,  also  described  in  the  Notes  to  Financial
Statements.  This is further disclosed in Note 1 to the Financial Statements and
the  Statement  of  Cash  Flows,  where  the  Company clearly received the gross
proceeds of the note and expended costs to issue the notes. The Company believes
that  APB  21  is  not applicable since the notes were issued at par and bear an
interest  rate  at  least  equivalent  to  the  market  rate.

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NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

3.     The  Company has considered all aspects of FASB 123 and EITF 96-18 in the
presentation  of  these  issues  of  securities  for  services.

The  Series  A preferred stock had no discernable market value and no additional
consideration  was given to the Company for their issuance. The Company believes
that  the  presentation  of  the  issue  with  no  costs  involved  is proper in
accordance  with  FASB  123.

4.     As  described  in  Note  1  to the Financial Statements, the Company is a
comprehensive  event  marketing,  design,  and  production  firm. Income sharing
arrangements  and  third  party vendor arrangements are negligible, if there are
any. The Company recognizes income on a project by project basis as demonstrated
by  the  Balance  Sheet  captions  of  "Work  in  process at cost" and "unearned
revenues."  Since  the  Company buys and sells for its own account and bears the
risk  of  loss,  the Company believes that there are very few EITF 99-19 issues.
The revenues have to be presented gross, since there are no factors present that
would  mandate  a  net  presentation.

INCOME  TAXES
-------------

5.     The  deferred tax asset is the valuation allowance determined by judgment
based  on  all available evidence concerning realizability as prescribed by FASB
109.  This  was  disclosed  in  Note  1 to the financial statements. The Company
believes  that a statement of a history of cumulative net losses is not correct,
since,  to  the  contrary,  the  Company  has a history of profitability posting
profits  in  nine  of  the  last  eleven  years.

ADDITIONALLY,  THE  COMPANY  ACKNOWLEDGES  THAT:

o    the  Company is responsible for the adequacy and accuracy of the disclosure
     in  the  filings;

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o    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

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

Very  truly  yours,

/s/  David  M.  Loev
--------------------
DAVID  M.  LOEV,  ATTORNEY  AT  LAW

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