UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED):  JANUARY 3, 2005

                         COMMISSION FILE NO.:  000-32885

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

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

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

                                 (312) 397-9100
                                 --------------

ITEM 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

     On  January  3,  2005,  XA,  Inc.  (the  "Company")  entered  into an Asset
Acquisition  Agreement  to purchase substantially all of the assets of Musters &
Company,  Inc. ("Musters"), an event planning and decor company, in exchange for
150,000  post reverse-split, restricted and unregistered shares of the Company's
Common  Stock  and  the  assumption of the leases of Musters. The details of the
transaction  are  set  forth  below  under the heading "Item 2.01, Completion of
Acquisition  or  Disposition  of  Assets."

ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     On January 3, 2005, the Company entered into an Asset Acquisition Agreement
to  purchase substantially all of the assets of Musters, in exchange for 150,000
post  reverse-split,  restricted and unregistered shares of the Company's Common
Stock  and  the  assumption  of  the  leases  of Musters. Included in the assets
purchased  by  the  Company  were  copyrights,  contract rights, customer lists,
goodwill,  leasehold  improvements,  leases,  permits,  fixed  assets, software,
trademarks,  trade  names,  trade  secrets, internet domains, and phone numbers.
Excluded  from  the sale of assets were accounts receivable, insurance policies,
claims  for  tax  refunds, employee benefit plans (or interests therein) and all
real  estate  (excluding  leasehold  improvements)  either held by Musters or an
affiliated entity. Musters' operations are located in the floral district in New
York.

<PAGE>

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

     On  December  28,  2004,  the  Company's  Board  of  Directors approved the
issuance  of Three (3) shares of Series A Preferred Stock, One (1) each to Frank
Goldstin,  Jean Wilson, and Joseph Wagner for services rendered in a transaction
that was not be registered under the Securities Act of 1933.  The Company claims
an  exemption  from  registration  afforded by Section 4(2) of the Act since the
foregoing issuances did not involve a public offering, the recipients had access
to  information  that  would  be  included in a registration statement, took the
shares  for  investment and no  resale and the Company took appropriate measures
to restrict transfer.

ITEM  3.03  MATERIAL  MODIFICATION  TO  RIGHTS  OF  SECURITY  HOLDERS.

     On  December 28,  2004, the Company's Board of Directors unanimously agreed
by  a  written  consent to action with out a meeting, to adopt a Certificate  of
Designations  for  the creation of Series A preferred stock ("Series A Preferred
Stock").

     The  Series  A  Preferred  Stock  has  a par value of $.001 per share.  The
Series  A  Preferred  Stock  consists  of  three shares, each having no dividend
rights,  no  liquidation  preference,  and  no  conversion or redemption rights.
However,  the three shares of Series A Preferred Stock have the right, voting in
aggregate,  to  vote on all shareholder matters equal to fifty-one percent (51%)
of the total vote.  For example, if there are 10,000,000 shares of the Company's
common  stock  issued  and  outstanding  at  the time of a shareholder vote, the
holders of Series A Preferred Stock, voting separately as a class, will have the
right  to  vote  an  aggregate  of  10,400,000  shares, out of a total number of
20,400,000  shares  voting.

     Additionally,  the  Company shall not adopt any amendments to the Company's
Bylaws,  Articles  of  Incorporation,  as  amended,  make  any  changes  to  the
Certificate  of  Designations,  or  effect  any reclassification of the Series A
Preferred  Stock,  without  the  affirmative  vote  of  at  least 66-2/3% of the
outstanding  shares  of Series A Preferred Stock.   However, the Company may, by
any  means  authorized  by  law and without any vote of the holders of shares of
Series  A Preferred Stock, make technical, corrective, administrative or similar
changes  to  the Certificate of Designations that do not, individually or in the
aggregate,  adversely  affect the rights or preferences of the holders of shares
of  Series  A  Preferred  Stock.

<PAGE>

ITEM 8.01 OTHER EVENTS.

     The  Company  previously  reported,  under  the  heading  "Item  5,  Other
Information"  in Part II of its Form 10-QSB for the period ended March 31, 2004,
that  was  filed  with  the  Commission  on May 17, 2004, that it had executed a
letter  of  intent to acquire N5R, a national digital marketing company based in
Toronto, Ontario. The Company has chosen not to complete the acquisition of N5R.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     c)   Exhibits:

     3.1  Certificate of Designations for Series A Preferred Stock

                                   Signatures

Pursuant  to  the  requirement  of  the  Securities  Exchange  Act  of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

XA, Inc.

January   5, 2005

/s/ Frank Goldstin
-------------------------
Frank Goldstin
Chief Executive Officer

<PAGE>
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{"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": "8-K", "act": "34", "file-number": "000-32885", "film-number": "05512169"}, "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"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED):  JANUARY 3, 2005

                         COMMISSION FILE NO.:  000-32885

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

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

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

                                 (312) 397-9100
                                 --------------

ITEM 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

     On  January  3,  2005,  XA,  Inc.  (the  "Company")  entered  into an Asset
Acquisition  Agreement  to purchase substantially all of the assets of Musters &
Company,  Inc. ("Musters"), an event planning and decor company, in exchange for
150,000  post reverse-split, restricted and unregistered shares of the Company's
Common  Stock  and  the  assumption of the leases of Musters. The details of the
transaction  are  set  forth  below  under the heading "Item 2.01, Completion of
Acquisition  or  Disposition  of  Assets."

ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     On January 3, 2005, the Company entered into an Asset Acquisition Agreement
to  purchase substantially all of the assets of Musters, in exchange for 150,000
post  reverse-split,  restricted and unregistered shares of the Company's Common
Stock  and  the  assumption  of  the  leases  of Musters. Included in the assets
purchased  by  the  Company  were  copyrights,  contract rights, customer lists,
goodwill,  leasehold  improvements,  leases,  permits,  fixed  assets, software,
trademarks,  trade  names,  trade  secrets, internet domains, and phone numbers.
Excluded  from  the sale of assets were accounts receivable, insurance policies,
claims  for  tax  refunds, employee benefit plans (or interests therein) and all
real  estate  (excluding  leasehold  improvements)  either held by Musters or an
affiliated entity. Musters' operations are located in the floral district in New
York.
ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

     On  December  28,  2004,  the  Company's  Board  of  Directors approved the
issuance  of Three (3) shares of Series A Preferred Stock, One (1) each to Frank
Goldstin,  Jean Wilson, and Joseph Wagner for services rendered in a transaction
that was not be registered under the Securities Act of 1933.  The Company claims
an  exemption  from  registration  afforded by Section 4(2) of the Act since the
foregoing issuances did not involve a public offering, the recipients had access
to  information  that  would  be  included in a registration statement, took the
shares  for  investment and no  resale and the Company took appropriate measures
to restrict transfer.

ITEM  3.03  MATERIAL  MODIFICATION  TO  RIGHTS  OF  SECURITY  HOLDERS.

     On  December 28,  2004, the Company's Board of Directors unanimously agreed
by  a  written  consent to action with out a meeting, to adopt a Certificate  of
Designations  for  the creation of Series A preferred stock ("Series A Preferred
Stock").

     The  Series  A  Preferred  Stock  has  a par value of $.001 per share.  The
Series  A  Preferred  Stock  consists  of  three shares, each having no dividend
rights,  no  liquidation  preference,  and  no  conversion or redemption rights.
However,  the three shares of Series A Preferred Stock have the right, voting in
aggregate,  to  vote on all shareholder matters equal to fifty-one percent (51%)
of the total vote.  For example, if there are 10,000,000 shares of the Company's
common  stock  issued  and  outstanding  at  the time of a shareholder vote, the
holders of Series A Preferred Stock, voting separately as a class, will have the
right  to  vote  an  aggregate  of  10,400,000  shares, out of a total number of
20,400,000  shares  voting.

     Additionally,  the  Company shall not adopt any amendments to the Company's
Bylaws,  Articles  of  Incorporation,  as  amended,  make  any  changes  to  the
Certificate  of  Designations,  or  effect  any reclassification of the Series A
Preferred  Stock,  without  the  affirmative  vote  of  at  least 66-2/3% of the
outstanding  shares  of Series A Preferred Stock.   However, the Company may, by
any  means  authorized  by  law and without any vote of the holders of shares of
Series  A Preferred Stock, make technical, corrective, administrative or similar
changes  to  the Certificate of Designations that do not, individually or in the
aggregate,  adversely  affect the rights or preferences of the holders of shares
of  Series  A  Preferred  Stock.
ITEM 8.01 OTHER EVENTS.

     The  Company  previously  reported,  under  the  heading  "Item  5,  Other
Information"  in Part II of its Form 10-QSB for the period ended March 31, 2004,
that  was  filed  with  the  Commission  on May 17, 2004, that it had executed a
letter  of  intent to acquire N5R, a national digital marketing company based in
Toronto, Ontario. The Company has chosen not to complete the acquisition of N5R.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     c)   Exhibits:

     3.1  Certificate of Designations for Series A Preferred Stock

                                   Signatures

Pursuant  to  the  requirement  of  the  Securities  Exchange  Act  of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

XA, Inc.

January   5, 2005

/s/ Frank Goldstin
-------------------------
Frank Goldstin
Chief Executive Officer