Item 1.01 Entry Into A Material Definitive Agreement.”

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
 
Number 
Description 
   
10.1(1)
Revolving Line of Credit Agreement with Sands Brothers Venture Capital III LLC (February 29, 2008) and Promissory Note with Sands Brothers Venture Capital III LLC (February 29, 2008)
   
10.2*
12% Promissory Note with Sands Brothers Venture Capital III, LLC (March 27, 2008)

* Filed herewith.

(1) Filed as Exhibits to our Report on Form 8-K filed with the Commission on March 4, 2007, and incorporated herein by reference.



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.
   
   
 
/s/ Joseph Wagner
 
Joseph Wagner,
 
Chief Executive Officer
   
 
April 7, 2008