UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB/A

(Amendment No.1)



x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2007



o         TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number 333-118632



XSINVENTORY

(Exact name of small business issuer as specified in its charter)



Nevada
        71-0934772(State or other jurisdiction of incorporation or organization)
        (Employer
Identification Number)




2950 E. Flamingo Rd., Suite E-6DLas Vegas, Nevada
        89121(Address of principal executive offices)
        (Zip Code)




(702) 866-5840

(Registrants telephone number, including area code)



Copies of Communications to:

Stoecklein Law Group

402 West Broadway, Suite 400

San Diego, CA 92101

(619) 595-4882

Fax (619) 595-4883



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  x     No  o



The number of shares of Common Stock, $0.001 par value, outstanding on May 15, 2007, was 19,865,695 shares.



Transitional Small Business Disclosure Format (check one): Yes  o
        No  x




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EXPLANATORY NOTE: - The Registrant received a comment letter from the Securities and Exchange Commission, on or around September 6, 2007 and in response to those comments, the Registrant is amending this Form 10-QSB to clarify and address the comments.  The Registrant is amending Item 1  its Condensed Consolidated Balance Sheet and the Notes to Condensed Consolidated Financial Statements. No other changes to the Form 10-QSB for the quarter ended March 31, 2007 were made.



1



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PART I  FINANCIAL INFORMATION



Item 1. Financial Statements.



XSInventory

(a Development Stage Company)

Condensed Consolidated Balance Sheet





March 31,2007AssetsCurrent assets:Cash
        $
        68,207Total current assets
        
        68,207$
        68,207Liabilities and Stockholders' EquityCurrent liabilities:Accounts payable
        $
        21,958Total current liabilities
        
        21,958Stockholders' equity:Preferred stock, $0.001 par value, 10,000,000shares authorized, no shares issued and outstanding
        
        -Common stock, $0.001 par value, 100,000,000 sharesauthorized, 19,865,695 shares issued and outstanding
        
        19,866Additional paid-in capital
        
        223,791(Deficit) accumulated during development stage
        
        (197,408)46,249$
        68,207






The accompanying notes are integral part of these condensed consolidated financial statements.



1



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XSInventory

(a Development Stage Company)

Condensed Consolidated Statements of Operations



Three Months Ended
        September 27, 2002March 31,
        (inception) to2007
        
        2006
        March 31, 2007Revenue
        $
        -
        $
        -
        
        55,069Cost of goods sold
        
        -
        
        -
        
        51,201-
        
        -
        
        3,868Expenses:General and administrative expenses
        
        2,385
        
        913
        
        21,124Professional fees
        
        19,500
        
        1,000
        
        72,760Salaries and wages
        
        -
        
        6,300
        
        107,392Total expenses
        
        21,885
        
        8,213
        
        201,276Net (loss)
        $
        (21,885)
        $
        (8,213)
        
        (197,408)Weighted average number ofcommon shares outstanding - basic and fully diluted
        
        19,804,584
        
        9,707,364Net (loss) per share - basic & fully diluted
        $
        (0.00)
        $
        (0.00)










The accompanying notes are integral part of these condensed consolidated financial statements.



2



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XSInventory

(a Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(unaudited)



September 27, 2002For the three months ended
        (Inception) toMarch 31,
        March 31,2007
        2006
        2007Cash flows from operating activitiesNet (loss)
        $
        (21,885)
        $
        (8,213)
        $
        (197,408)Adjustments to reconcile changes in operatingassets and liabilitiesIncrease in accounts payable and accrued liabilities
        
        19,535
        
        1,000
        
        21,958Net cash (used) by operating activities
        
        (2,350)
        
        (7,213)
        
        (175,450)Cash flows from financing activitiesDonated capital
        
        -
        
        -
        
        6,500Sale of common stock
        
        -
        
        8,198
        
        237,157Net cash provided by financing activities
        
        -
        
        8,198
        
        243,657Net (decrease) increase in cash
        
        (2,350)
        
        985
        
        68,207Cash - beginning
        
        70,557
        
        493
        
        -Cash - ending
        $
        68,207
        $
        1,478
        $
        68,207
















The accompanying notes are integral part of these condensed consolidated financial statements.



3



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XSINVENTORY

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)



Note 1 - Basis of Presentation



The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation.  All such adjustments are of a normal recurring nature.  The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year.  Certain amounts in the prior year statements have been reclassified to conform to the current year presentations.  The statements should be read in conjunction with the financial statements and footnotes thereto included in the Companys audit for the period ended December 31, 2006.



Note 2  Going concern



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, setting up its e-commerce website, and incurring substantial costs and expenses. As a result, the Company incurred accumulated net losses from September 27, 2002, (inception) through the period ended March 31, 2007 and 2006 of $197,408 and $118,141 respectively. In addition, the Companys development activities since inception have been financially sustained through equity financing.



The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.  The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.



Note 3  Stockholders equity



The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.



In 2003, the Company sold to an officer of the Company a total of 4,050,000 shares of its $0.001 par value common stock for cash totaling $30,000.



In 2004, the Company sold to an officer of the Company a total of 6,050,000 shares of its $0.001 par value common stock at for cash totaling $60,500.



In 2005, the Company sold to an officer of the Company a total of 1,795,960 shares of its $0.001 par value common stock at for cash totaling $17,960.



4



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XSINVENTORY

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)



In 2006, the Company sold to an officer of the Company a total of 3,069,735 shares of its $0.001 par value common stock at for cash totaling $30,698.



In 2006, the Company received donated capital of $6,500 from an officer of the Company.



In 2006, the Company sold a total of 4,900,000 shares of its $0.001 par value common stock for cash totaling $98,000.



In 2007, the Company issued 500,000 shares of its $0.001 par value common stock to an officer of the Company for cash totaling $5,000.



Note 5  Warrants and options



There are no warrants or options outstanding to acquire any additional shares of common stock.





5



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FORWARD-LOOKING STATEMENTS



This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.



Forward-looking statements may include the words may, could, estimate, intend, continue, believe, expect or anticipate or other similar words.  These forward-looking statements present our estimates and assumptions only as of the date of this report.  Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.



Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.  The factors impacting these risks and uncertainties include, but are not limited to:



o
        our ability to diversify our operations;


o
        our ability to attract key personnel;


o
        our ability to operate profitably;


o
        deterioration in general or regional economic conditions;


o
        adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;


o
        inability to achieve future sales levels or other operating results;


o
        the unavailability of funds for general working capital; and


o
        operational inefficiencies in distribution or other systems.




For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Factors That May Affect Our Results of Operations in this document and in our Annual Report on Form 10-KSB for the year ended December 31, 2006.









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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.



Background Overview



We are a development stage company incorporated in the State of Nevada in September of 2002. We were formed to engage in the business of marketing, selling and distributing products through the online trading website of companies such as eBay, (www.eBay.com.). In February 2003, we formed Creative Excess, Inc., as a wholly owned subsidiary, to become an online liquidator of products through eBay. Although the affiliation with eBay as an online trading platform allows us immediate online access to an online auction facility, we are highly dependent upon eBay to provide a platform for the sale of our products. As of the date of this report, we have generated all of our revenue by selling goods using eBay. Our affiliation with eBay is a standard user agreement which eBay makes available to members of the general public.



Since our incorporation in September 2002 through March 31, 2007, we have generated $55,069 in revenues with a net loss of $197,408. The XSInventory business plan is to establish a number of quality product outlets where we can purchase quality products and excess inventory and sell the same inventory at a marked up price through our online trading platform on eBay and/or other similar trading platforms.



Subsequent Events.



Subsequent to quarter end, we completed an evaluation of our business of acquiring excess inventory and re-selling the inventory through channels of distribution via the internet, primarily through eBay. As a result of our evaluation we have determined it in the best interest of our stockholders to bring in new board members and if necessary, new management to assist us in establishing new methods of generating revenues. We have scheduled a Board Meeting to determine our future direction, which board meeting is to take place on Wednesday, May 16, 2007. As a result of our evaluation we anticipate a significant change in our business and in our management.



Results of Operations for the Three Months Ended March 31, 2007 and 2006.



Expenses



2007
        2006
        Increase/(decrease)$
        %For the three months ended March 31,Expenses
        21,885
        8,213
        13,672
        166%






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The total expenses were $21,885 for the three months ended March 31, 2007 versus $8,213 for the three months ended March 31, 2006 an increase of $13,672 or 166%. The increase for the three months ended March 31, 2007 versus the same period in 2006 is primarily due to an increase related to professional fees associated with our public offering and required SEC filings.



Net loss



2007
        2006
        Increase/(decrease)$
        %For the three months ended March 31,Net loss
        (21,885)
        (8,213)
        13,672
        166%




Our net loss for the three months ended March 31, 2007 was $21,885, versus a net loss of $8,213 for the three months ended March 31, 2006, an increase of $13,672, or 166%.



Risks that could cause actual sales to differ from expected sales are detailed in the remainder of this section, and under the section titled Factors That May Affect the Companys Future Operating Results.



Liquidity and Capital Reserves



Cash used in our operating activities totaled $2,350, representing our decrease in cash balances at March 31, 2007. Since inception, we have financed our cash flow requirements through the issuance of common stock and product sales, which have resulted in our receipt of $237,157. We have used $168,950 as of March 31, 2007, leaving cash in the amount of $68,207. As we expand our activities, we may continue to experience net negative cash flows from operations.



We anticipate we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, provide order fulfillment through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.



Plan of Operation



Satisfaction of our cash obligations for the next 12 months.Our plan of operation has provided for us to establish a source of new products, and an outlet for the sale of product.  We are continuing to analyze new opportunities to acquire products for resale, which opportunities would provide better profit margins for us. We capitalized our company with $145,658 from our sole officer, director and stockholder, Mr. Evangelista and the selling of our common stock



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registered under an SB-2 registration in the amount of $98,000. We have utilized $168,950 to setup our corporate organization, payment of audit fees, inventory purchases, general and administrative, and payment of employee salaries, leaving us with a balance of approximately $68,207 in cash as of March 31, 2007.  Since we have raised funds from our registration beyond the minimum we are in a position to commence the acquisition of additional inventory. We have based our assumptions on the fact that we will not incur additional obligations for personnel, office, etc. until such time as we either raise additional equity or debt, or generate revenues to support such expenditures. Our sole officer and director, Mr. Evangelista has agreed to continue his part time work without pay if required, until a salary can be paid from revenues. If we were to not receive any additional funds, we could not continue our
business operations.



Summary of any product research and development that we will perform for the term of the plan.We do not anticipate performing any significant product research and development under our plan of operation. In lieu of product research and development we anticipate spending efforts on our acquisition of inventory which will allow for the highest return on cost of goods.



Expected purchase or sale of plant and significant equipment.We do not anticipate the purchase or sale of any plant or significant equipment, as such items are not required by us at this time or in the next 12 months.



Significant changes in number of employees.The number of employees required to operate our business is currently one part time individual. If we continue our current business plan we need to hire a full time employee. However, at this time our management is reevaluating our business plan, which may include a change in business direction.  If we change our business direction, we may need to hire additional employees.



FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS



Our auditors report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern.



Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have suffered losses from operations during our operating history and our ability to continue as a going concern is dependent upon obtaining future profitable operations. Although management believes that the proceeds from the sale of securities, together with funds from operations, will be sufficient to cover anticipated cash requirements, we may be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.



We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.



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We believe that current cash on hand and the other sources of liquidity may not be sufficient enough to fund our operations through fiscal 2007.  In that event, we would need to raise additional funds to continue our operations.



Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.



We have a minimal operating history, which raises substantial doubt as to our ability to successfully develop profitable business operations.



We have only a limited operating history and our business model has not yet been tested in the market place. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a business in the eBay retail markets industry, which are characterized by a large number of market entrants, intense competition and a high failure rate. To date, we have been engaged primarily in start-up and business development activities and have generated little revenue from product sales. To achieve profitable operations, we must successfully establish methods of acquiring products for re-sale which can be purchased at significantly discounted prices, enabling us to introduce and market the products at competitive prices. No assurance can be given that we will be successful in the location of product, or if located, that we will be able to purchase the
products at competitive prices as the result of our inability to purchase large quantities of products, or if competitively purchased, that we will be successful in marketing the product through the Internet. Accordingly, we have generated only $3,868 in gross profits derived from the sale of products since inception. Consequently, we have incurred a net loss from operating activities of approximately $197,408 for the same period. In view of our lack of revenue and losses we have analyzed various methods of Internet marketing. We have no intention of merging, acquiring, or forming a business combination with any other entity. Future operating results will depend on many factors, including our ability to raise capital to acquire inventory, the demand for our products, the level of competition and our ability to establish relationships wherein we are able to acquire inventory on a substantially discounted basis.



We will require approximately $65,500 to operate our business over the next 12-month period. We have generated sufficient cash to cover the estimated requirement through our public offering. This amount includes funds for salaries, corporate filing fees, office lease, postage and telephones.



Risks Relating To Our Common Stock



Because our common stock is deemed a low-priced Penny stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.



Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises



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above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:




        Deliver to the customer, and obtain a written receipt for, a disclosure document;



        Disclose certain price information about the stock;



        Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;



        Send monthly statements to customers with market and price information about the penny stock; and



        In some circumstances, approve the purchasers account under certain standards and deliver written statements to the customer with information specified in the rules.




Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.



If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.



Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.  More specifically, NASD has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission.  Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in the secondary market.



NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.



In addition to the penny stock rules described above, the National Association of Securities Dealers (NASD) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements



---



make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.



Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.



Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of XSInventory; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of XSInventory are being made only in accordance with authorizations of management and directors of XSInventory, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of XSInventorys assets that could have a material effect on the financial statements.



We have one individual performing the functions of all officers and directors. This individual is responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



Item 3. Controls and Procedures.



We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods.  As of the end of the period covered by this report, Michael J. Evangelista, our Chief Executive Officer and Principal Accounting Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, Mr. Evangelista, our Chief Executive Officer



---



and Principal Accounting Officer concluded that our disclosure controls and procedures are effective in timely alerting him to material information required to be included in our periodic SEC filings. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



It should be noted, however, that no matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems (including faulty judgments in decision making or breakdowns resulting from simple errors or mistakes), there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Additionally, controls can be circumvented by individual acts, collusion or by management override of the controls in place.



PART II  OTHER INFORMATION



Item 1.
        Legal Proceedings.




None.




Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.



Use of Proceeds From Sales of Registered Securities



Our Registration Statement on Form SB- 2 (File No. 333-118632), related to our initial public offering, was declared effective by the SEC on February 13, 2006. A total of 1,000,000 shares maximum and 350,000 shares minimum of our Common Stock was registered with the SEC with an aggregate offering price of $100,000 maximum and $35,000 minimum.  The offering commenced on April 5, 2006 and 980,000 pre dividend forward split shares of common stock offered were sold to 58 stockholders resulting in $98,000 of proceeds to us with no commissions paid on funds raised. The offering terminated on October 2, 2006 wherein the remaining unsold 20,000 shares were deregistered in a post-effective amendment filed on October 31, 2006.



We incurred offering expenses of approximately $11,760 in connection with the offering. Thus the net offering proceeds to us (after deducting offering expenses) were approximately $86,240. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates), persons owning ten percent (10%) or more of any class of our equity securities or to any other affiliates.



As of March 31, 2007, $18,031 of the net proceeds had been used for legal, transfer agent expenses and bank service charges. The remaining $68,207 of the net proceeds remain in our operating account pending future use.





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Item 3.
        Defaults Upon Senior Securities.




None.




Item 4.
        Submission of Matters to a Vote of Security Holders.




None.


Item 5.
        Other Information.




None.



Item 6.
        Exhibits and Reports on Form 8-K.




Exhibits



Incorporated by referenceExhibit
number
        Exhibit description
        Filed
herewith
        Form
        Period
ending
        Exhibit
        Filing date3(i)(a)
        Articles of Incorporation of XSInventory
        
        SB-2
        
        3(i)(a)
        8/27/043(i)(b)
        Articles of Incorporation of Creative Excess
        
        SB-2
        
        3(i)(b)
        8/27/043(ii)(a)
        Bylaws of the XSInventory
        
        SB-2
        
        3(ii)(a)
        8/27/043(ii)(b)
        Bylaws of Creative Excess
        
        SB-2
        
        3(ii)(b)
        8/27/044
        Instrument defining the rights of security holders:
(a)   Articles of Incorporation
(b)  Bylaws
(c)   Stock Certificate Specimen
        
        SB-2
        
        
        8/27/0410.1
        Restated Lock Up Agreement
        
        SB-2
        
        10.1
        8/27/0410.2
        Office Lease
        
        SB-2
        
        10.2
        8/27/0410.3
        Renewal Addendum to Office Lease 2005
        
        SB-2
        
        10.3
        8/27/0410.4
        User Agreement
        
        SB-2
        
        10.4
        8/27/0410.5
        Agent for the Issuer Letter Agreement
        
        SB-2
        
        10.5
        8/27/0410.6
        Subscription Agreement
        
        SB-2
        
        10.6
        8/27/0431
        Certification pursuant to Section 302 of the Sarbanes-Oxley Act
        X32
        Certification pursuant to Section 906 of the Sarbanes-Oxley Act
        X






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SIGNATURES



Pursuant to the requirements 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.



XSINVENTORY

(Registrant)





By: /s/ James Cole


James Cole, President &


Chief Executive Officer (On behalf of


the registrant and as principal accounting


officer)




Date: April 3, 2008