XA, Inc. - On or about May 19, 2008, XA, Inc. (the "Company," "we,"...

XA, Inc. - Recent Material Event

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On or about May 19, 2008, XA, Inc. (the "Company," "we," and "us") entered into a letter of intent (the “Letter of Intent”) with Cadence Properties LLC, a New York limited liability company. The Letter of Intent set forth the general terms upon which Cadence Properties LLC and/or its investors (“Cadence”) would acquire at least 95% of the fully diluted, issued and outstanding common stock of the Company. Pursuant to the Letter of Intent, the Company and Cadence agreed to negotiate the entry into a Purchase Agreement, whereby Cadence will assume none of our assets and will assume liabilities of us not to exceed $650,000. The entry into the Purchase Agreement is subject to the completion of due diligence and the securing of any and all necessary releases, consents and approvals from various third parties. The Letter of Intent is binding on the parties, and Cadence and the Company are to use their best efforts to enter into the Purchase Agreement and other definitive agreements as soon as practicable, but not later than June 30, 2008. It is anticipated that the entry into the Purchase Agreement will facilitate the privatization of the Company’s event marketing agency business operations and will provide Cadence with a public company platform to facilitate its growth and development. The Company can provide no assurance that the transaction will be consummated or what assets if any, will be contributed to the public company by Cadence. In the event that the transaction occurs, current Company shareholders will remain shareholders of the public company and will not own any interest in the operations of the resulting private company.

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.