Registration  No.
                 ------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    XA, INC.
                                    ---------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           NEVADA                                      88-0471263
 ------------------------------                   -------------------
(STATE  OR  OTHER  JURISDICTION                     (IRS  EMPLOYER
    OF  INCORPORATION)                            IDENTIFICATION NO.)


875  NORTH  MICHIGAN  AVENUE,  SUITE  2626,  CHICAGO,  ILLINOIS     60611
---------------------------------------------------------------     -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIPCODE)


         STOCK ISSUANCES IN CONNECTION WITH A DEBT CONVERSION AGREEMENT
               RELATING TO FUNDS OWED FOR LEGAL SERVICES RENDERED
           ----------------------------------------------------------
                            (FULL TITLE OF THE PLAN)


                                    COPY TO:
JOSEPH  WAGNER                                   DAVID  M. LOEV, ATTORNEY AT LAW
XA,  INC.                                        6300 WEST LOOP SOUTH, SUITE 280
875  NORTH  MICHIGAN  AVE.,  SUITE  2626         BELLAIRE, TEXAS 77401
CHICAGO,  ILLINOIS,  60611                       (713)  524-4110
(312)  397-9100

NAME,  ADDRESS  AND  TELEPHONE
(NUMBER  OF  AGENT  FOR  SERVICE)

     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.

<TABLE>
<CAPTION>


                        CALCULATION OF REGISTRATION FEE

                                      PROPOSED       PROPOSED
                                      MAXIMUM        MAXIMUM
                       AMOUNT TO   OFFERING PRICE    AGGREGATE     AMOUNT OF
 TITLE OF SECURITIES      BE            PER          OFFERING    REGISTRATION
 TO BE REGISTERED     REGISTERED       SHARE (1)      PRICE           FEE
--------------------  ----------   --------------   ---------    ------------
<S>                      <C>            <C>            <C>            <C>
Common Stock,
$.001 par value        150,000         $0.31         $46,500         $4.98
-------------------   ----------   --------------   ---------    ------------

</TABLE>



(1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
     determining  the  registration  fee.  The  offering  price  is based on the
     average  of  the bid and ask price as reported on the OTC Bulletin Board as
     of December 7, 2006.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant to Rule 428(b)(1) of the Securities Act of
1933 ("Securities Act").

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement and are made a part hereof:

     (a)  The  Company's  Annual  Report  on  Form  10-KSB filed  on   March 24,
          2006,  for  the  fiscal  year  ended December 31, 2005, which includes
          audited financial statements as of and for the year ended December 31,
          2005.

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Exchange  Act  since  the end of the fiscal year covered by the Annual
          Report referred to in Item 3(a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
the  date  of  filing  this Registration Statement and prior to such time as the
Company  files  a  post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference  in  this Registration Statement and to be a part hereof from the date
of filing of such documents.

<PAGE>

     Any  statement  contained  in  a  document  incorporated  or  deemed  to be
incorporated  herein  by  reference shall be deemed to be modified or superseded
for  the  purpose  of this Registration Statement to the extent that a statement
contained  herein  or  in  any  subsequently filed document which is also, or is
deemed  to  be,  incorporated  herein  by  reference modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

             N/A.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

   David  M.  Loev,  Attorney  at Law, an individual, and the Company's counsel,
beneficially  owns  150,000  shares of the Company's Common Stock, which are the
subject  of this Form S-8 Registration Statement, which were granted to Mr. Loev
in  consideration for Mr. Loev agreeing to forgive $15,000 in consideration owed
for  legal  services  rendered into 75,000 shares of our common stock and 75,000
warrants  to  purchase  shares  of our common stock at $0.30 per share. Mr. Loev
also  beneficially  owns  an  additional  274,933 shares of the Company's common
stock,  which  includes  195,000  shares  of common stock, which were previously
issued  and  granted  to  Mr.  Loev in consideration of legal services and EDGAR
filing  services  rendered (which were provided by Mr. Loev's wife) on behalf of
the Company, and are owned by a limited partnership, which Mr. Loev is deemed to
beneficially  own.  The  amount  of  shares  beneficially owned by Mr. Loev also
includes  79,933  warrants  to  purchase shares of our common stock at $0.30 per
share,  which  warrants  are  not included in this registration statement, which
were  issued  to  Mr.  Loev  in consideration for legal services rendered to the
Company.  The  legal  services  for  which the 75,000 shares and 75,000 warrants
were  issued  to  Mr. Loev in connection with were not in connection with market
making  activities  and  financing  transactions.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Under  Nevada General Corporation Law and our Articles of Incorporation, as
amended, our officers and directors will have no personal liability to us or our
stockholders  for  monetary  damages  incurred  as  a  result  of  the breach of
fiduciary  duty  as  an officer or director. This provision does not apply to an
officer's  or  director's breach of the duty of loyalty or acts or omissions not
made  in  good  faith  or  which  involve  intentional  misconduct  or a knowing
violation  of law. Our Articles of Incorporation, as amended, and Bylaws provide
indemnification  for our officers and directors to the fullest extent authorized
by  the Nevada General Corporation Law against all expense, liability, and loss,
including  attorney's  fees,  judgments,  fines  excise  taxes  or penalties and
amounts  to  be paid in settlement reasonably incurred or suffered by an officer
or  director  in connection with any Proceeding to which the officer or director
is  made a party or is threatened to be made a party, or in which the officer or
director  is  involved by reason of the fact that he or she is or was an officer

<PAGE>

or  director  of the Company, or is or was serving at the request of the Company
as  an  officer  or  director  of another corporation or of a partnership, joint
venture,  trust  or  other  enterprise  whether  the  basis of the Proceeding is
alleged  action  in  an  official  capacity as an officer or director, or in any
other  capacity while serving as an officer or director. These provisions of the
Articles  of  Incorporation,  as  amended,  and  Bylaws  will limit the remedies
available to the stockholder who is dissatisfied with a decision of the board of
directors  protected  by these provisions; such stockholder's only remedy may be
to  bring  a  suit  to  prevent  the action of the board. This remedy may not be
effective  in  many  situations,  because  stockholders  are  often unaware of a
transaction  or an event prior to board action in respect of such transaction or
event.  In  these cases, our stockholders could be injured by a board's decision
and have no effective remedy.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  ("Securities  Act"),  may  be  permitted  to  directors,  officers and
controlling  persons  of  the  small  business  issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion  of  the  Commission  such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

             Not  applicable.

ITEM  8.     EXHIBITS

 5.1*        Opinion  and  consent  of  David  M. Loev, Attorney at Law
             re: the legality  of  the  shares  being  registered

10.1*        Debt Conversion Agreement with David M. Loev

10.2*        Warrant Agreement with David M. Loev

23.1*        Consent  of  David  M. Loev, Attorney at Law
             (included in Exhibit 5.1)

23.2*        Consent of Pollard-Kelley Auditing  Services,  Inc.

*  Filed  herein.

ITEM  9.     UNDERTAKINGS

     (a)  The registrant hereby undertakes:

          (1)  To  file,  during  any  period  in  which  offers  or  sells  are
               being  made,  a  post-effective  amendment  to  this registration
               statement  to  reflect  any  facts  or  events  arising after the
               effective date of this Registration Statement (or the most recent
               post-effective  amendment  thereof) which, individually or in the
               aggregate,  represent a fundamental change in the information set
               forth  in  this  Registration  Statement  contained  in  periodic
               reports  filed with or furnished to the Commission by the Company
               pursuant  to  section  13  or  section  15(d)  of  the Securities
               Exchange  Act  of 1934 that are incorporated by reference in this
               Registration  Statement  and  to include any material information
               with respect to the plan of distribution not previously disclosed
               in  the  registration  statement  or  any material change to such
               information  in  the  registration  statement.

<PAGE>

          (2)  That,  for  the  purpose  of  determining  liability  under  the
               Securities  Act  of  1933, each post-effective amendment shall be
               treated  as  a  new  registration  statement  of  the  securities
               offered, and the offering of the securities at that time shall be
               deemed to be the initial bona fide offering thereof.

          (3)  To  file  a  post-effective  amendment  to  remove  from
               registration  any  of the securities being registered that remain
               unsold at the end of the offering.

     (b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes
          of  determining  any  liability under the Securities Act of 1933, each
          filing  of the registrant's annual report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act of 1934 (and, where
          applicable,  each  filing  of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated  by  reference in the registration statement shall be
          deemed  to  be a new registration statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
          Securities  Act  of  1933  may be permitted to directors, officers and
          controlling  persons  of  the  registrant  pursuant  to  the foregoing
          provisions,  or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is  against  public  policy as expressed in the Act and is, therefore,
          unenforceable.  In  the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred  or  paid by a director, officer or controlling person of the
          registrant  in  the  successful  defense  of  any  action,  suit  or
          proceeding)  is  asserted  by  such  director,  officer or controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling  precedent,  submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it  is  against  public  policy  as  expressed  in the Act and will be
          governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES


     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Chicago, Illinois on the 12th day of December 2006.



                                    XA, INC.


                                    BY:  /s/  Joseph  Wagner
                                    ------------------------------------------
                                    Joseph  Wagner,  Chief  Executive  Officer

     This registration statement has been signed by the following persons in the
capacities and on the dates indicated:


   Signature                      Title                               Date
---------------                   ------                             -------

/s/ Joseph Wagner     President, Chief Executive Officer,    December 12, 2006
------------------    Secretary and Director
Joseph Wagner

/s/ Jean Wilson
------------------    Chief Operating Officer,               December 12, 2006
Jean Wilson           Principal Accounting Officer,
                      Treasurer and Director

/s/ Christopher Spencer
------------------    Director                               December 12, 2006
Christopher Spencer



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "xas81206.txt", "description": "XA, INC. FORM S-8", "secsgml_size_bytes": 15664}]
{"company-data": {"conformed-name": "XA, INC.", "cik": "0001132034", "assigned-sic": "8741", "irs-number": "880471263", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139283", "film-number": "061272179"}, "business-address": {"street1": "JOHN HANCOCK CENTER", "street2": "875 NORTH MICHIGAN AVENUE, SUITE 2626", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "312-397-9100"}, "mail-address": {"street1": "JOHN HANCOCK CENTER", "street2": "875 NORTH MICHIGAN AVENUE, SUITE 2626", "city": "CHICAGO", "state": "IL", "zip": "60611"}, "former-company": [{"former-conformed-name": "EXPERIENTIAL AGENCY INC", "date-changed": "20040204"}, {"former-conformed-name": "SYNREAL SERVICES CORP", "date-changed": "20010109"}]}
Registration  No.
                 ------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    XA, INC.
                                    ---------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           NEVADA                                      88-0471263
 ------------------------------                   -------------------
(STATE  OR  OTHER  JURISDICTION                     (IRS  EMPLOYER
    OF  INCORPORATION)                            IDENTIFICATION NO.)

875  NORTH  MICHIGAN  AVENUE,  SUITE  2626,  CHICAGO,  ILLINOIS     60611
---------------------------------------------------------------     -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIPCODE)

         STOCK ISSUANCES IN CONNECTION WITH A DEBT CONVERSION AGREEMENT
               RELATING TO FUNDS OWED FOR LEGAL SERVICES RENDERED
           ----------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                                    COPY TO:
JOSEPH  WAGNER                                   DAVID  M. LOEV, ATTORNEY AT LAW
XA,  INC.                                        6300 WEST LOOP SOUTH, SUITE 280
875  NORTH  MICHIGAN  AVE.,  SUITE  2626         BELLAIRE, TEXAS 77401
CHICAGO,  ILLINOIS,  60611                       (713)  524-4110
(312)  397-9100

NAME,  ADDRESS  AND  TELEPHONE
(NUMBER  OF  AGENT  FOR  SERVICE)

     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
CALCULATION OF REGISTRATION FEE

                                      PROPOSED       PROPOSED
                                      MAXIMUM        MAXIMUM
                       AMOUNT TO   OFFERING PRICE    AGGREGATE     AMOUNT OF
 TITLE OF SECURITIES      BE            PER          OFFERING    REGISTRATION
 TO BE REGISTERED     REGISTERED       SHARE (1)      PRICE           FEE
--------------------  ----------   --------------   ---------    ------------
Common Stock,
$.001 par value        150,000         $0.31         $46,500         $4.98
-------------------   ----------   --------------   ---------    ------------
(1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
     determining  the  registration  fee.  The  offering  price  is based on the
     average  of  the bid and ask price as reported on the OTC Bulletin Board as
     of December 7, 2006.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant to Rule 428(b)(1) of the Securities Act of
1933 ("Securities Act").

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement and are made a part hereof:

     (a)  The  Company's  Annual  Report  on  Form  10-KSB filed  on   March 24,
          2006,  for  the  fiscal  year  ended December 31, 2005, which includes
          audited financial statements as of and for the year ended December 31,
          2005.

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Exchange  Act  since  the end of the fiscal year covered by the Annual
          Report referred to in Item 3(a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
the  date  of  filing  this Registration Statement and prior to such time as the
Company  files  a  post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference  in  this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any  statement  contained  in  a  document  incorporated  or  deemed  to be
incorporated  herein  by  reference shall be deemed to be modified or superseded
for  the  purpose  of this Registration Statement to the extent that a statement
contained  herein  or  in  any  subsequently filed document which is also, or is
deemed  to  be,  incorporated  herein  by  reference modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

             N/A.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

   David  M.  Loev,  Attorney  at Law, an individual, and the Company's counsel,
beneficially  owns  150,000  shares of the Company's Common Stock, which are the
subject  of this Form S-8 Registration Statement, which were granted to Mr. Loev
in  consideration for Mr. Loev agreeing to forgive $15,000 in consideration owed
for  legal  services  rendered into 75,000 shares of our common stock and 75,000
warrants  to  purchase  shares  of our common stock at $0.30 per share. Mr. Loev
also  beneficially  owns  an  additional  274,933 shares of the Company's common
stock,  which  includes  195,000  shares  of common stock, which were previously
issued  and  granted  to  Mr.  Loev in consideration of legal services and EDGAR
filing  services  rendered (which were provided by Mr. Loev's wife) on behalf of
the Company, and are owned by a limited partnership, which Mr. Loev is deemed to
beneficially  own.  The  amount  of  shares  beneficially owned by Mr. Loev also
includes  79,933  warrants  to  purchase shares of our common stock at $0.30 per
share,  which  warrants  are  not included in this registration statement, which
were  issued  to  Mr.  Loev  in consideration for legal services rendered to the
Company.  The  legal  services  for  which the 75,000 shares and 75,000 warrants
were  issued  to  Mr. Loev in connection with were not in connection with market
making  activities  and  financing  transactions.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Under  Nevada General Corporation Law and our Articles of Incorporation, as
amended, our officers and directors will have no personal liability to us or our
stockholders  for  monetary  damages  incurred  as  a  result  of  the breach of
fiduciary  duty  as  an officer or director. This provision does not apply to an
officer's  or  director's breach of the duty of loyalty or acts or omissions not
made  in  good  faith  or  which  involve  intentional  misconduct  or a knowing
violation  of law. Our Articles of Incorporation, as amended, and Bylaws provide
indemnification  for our officers and directors to the fullest extent authorized
by  the Nevada General Corporation Law against all expense, liability, and loss,
including  attorney's  fees,  judgments,  fines  excise  taxes  or penalties and
amounts  to  be paid in settlement reasonably incurred or suffered by an officer
or  director  in connection with any Proceeding to which the officer or director
is  made a party or is threatened to be made a party, or in which the officer or
director  is  involved by reason of the fact that he or she is or was an officer
or  director  of the Company, or is or was serving at the request of the Company
as  an  officer  or  director  of another corporation or of a partnership, joint
venture,  trust  or  other  enterprise  whether  the  basis of the Proceeding is
alleged  action  in  an  official  capacity as an officer or director, or in any
other  capacity while serving as an officer or director. These provisions of the
Articles  of  Incorporation,  as  amended,  and  Bylaws  will limit the remedies
available to the stockholder who is dissatisfied with a decision of the board of
directors  protected  by these provisions; such stockholder's only remedy may be
to  bring  a  suit  to  prevent  the action of the board. This remedy may not be
effective  in  many  situations,  because  stockholders  are  often unaware of a
transaction  or an event prior to board action in respect of such transaction or
event.  In  these cases, our stockholders could be injured by a board's decision
and have no effective remedy.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  ("Securities  Act"),  may  be  permitted  to  directors,  officers and
controlling  persons  of  the  small  business  issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion  of  the  Commission  such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

             Not  applicable.

ITEM  8.     EXHIBITS

 5.1*        Opinion  and  consent  of  David  M. Loev, Attorney at Law
             re: the legality  of  the  shares  being  registered

10.1*        Debt Conversion Agreement with David M. Loev

10.2*        Warrant Agreement with David M. Loev

23.1*        Consent  of  David  M. Loev, Attorney at Law
             (included in Exhibit 5.1)

23.2*        Consent of Pollard-Kelley Auditing  Services,  Inc.

*  Filed  herein.

ITEM  9.     UNDERTAKINGS

     (a)  The registrant hereby undertakes:

          (1)  To  file,  during  any  period  in  which  offers  or  sells  are
               being  made,  a  post-effective  amendment  to  this registration
               statement  to  reflect  any  facts  or  events  arising after the
               effective date of this Registration Statement (or the most recent
               post-effective  amendment  thereof) which, individually or in the
               aggregate,  represent a fundamental change in the information set
               forth  in  this  Registration  Statement  contained  in  periodic
               reports  filed with or furnished to the Commission by the Company
               pursuant  to  section  13  or  section  15(d)  of  the Securities
               Exchange  Act  of 1934 that are incorporated by reference in this
               Registration  Statement  and  to include any material information
               with respect to the plan of distribution not previously disclosed
               in  the  registration  statement  or  any material change to such
               information  in  the  registration  statement.
(2)  That,  for  the  purpose  of  determining  liability  under  the
               Securities  Act  of  1933, each post-effective amendment shall be
               treated  as  a  new  registration  statement  of  the  securities
               offered, and the offering of the securities at that time shall be
               deemed to be the initial bona fide offering thereof.

          (3)  To  file  a  post-effective  amendment  to  remove  from
               registration  any  of the securities being registered that remain
               unsold at the end of the offering.

     (b)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes
          of  determining  any  liability under the Securities Act of 1933, each
          filing  of the registrant's annual report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act of 1934 (and, where
          applicable,  each  filing  of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated  by  reference in the registration statement shall be
          deemed  to  be a new registration statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
          Securities  Act  of  1933  may be permitted to directors, officers and
          controlling  persons  of  the  registrant  pursuant  to  the foregoing
          provisions,  or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is  against  public  policy as expressed in the Act and is, therefore,
          unenforceable.  In  the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred  or  paid by a director, officer or controlling person of the
          registrant  in  the  successful  defense  of  any  action,  suit  or
          proceeding)  is  asserted  by  such  director,  officer or controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling  precedent,  submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it  is  against  public  policy  as  expressed  in the Act and will be
          governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Chicago, Illinois on the 12th day of December 2006.

                                    XA, INC.

                                    BY:  /s/  Joseph  Wagner
                                    ------------------------------------------
                                    Joseph  Wagner,  Chief  Executive  Officer

     This registration statement has been signed by the following persons in the
capacities and on the dates indicated:

   Signature                      Title                               Date
---------------                   ------                             -------

/s/ Joseph Wagner     President, Chief Executive Officer,    December 12, 2006
------------------    Secretary and Director
Joseph Wagner

/s/ Jean Wilson
------------------    Chief Operating Officer,               December 12, 2006
Jean Wilson           Principal Accounting Officer,
                      Treasurer and Director

/s/ Christopher Spencer
------------------    Director                               December 12, 2006
Christopher Spencer