EXHIBIT  31.2

                                  CERTIFICATION

I,  Jean  Wilson,  certify  that:

   1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  XA,  Inc.;

   2.  Based  on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

   3.  Based  on  my  knowledge,  the  financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

   4.  The  small  business  issuer's  other  certifying  officer  and  I  are
responsible  for  establishing  and  maintaining  disclosure  controls  and
procedures (as defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for
the  small  business  issuer  and  have:

     a)  Designed  such  disclosure  controls  and  procedures,  or  caused such
   disclosure  controls  and  procedures to be designed under my supervision, to
   ensure  that  material  information  relating  to  the small business issuer,
   including  its  consolidated  subsidiaries,  is  made  known  to me by others
   within  those  entities,  particularly during the period in which this report
   is  being  prepared;

     b)  Paragraph  omitted  in  accordance  with  SEC  transition  instructions
   contained  in  SEC  Release  No.  33-8238;

     c)  Evaluated  the  effectiveness  of  the  small  business  issuer's
   disclosure  controls  and  procedures  and  presented  in  this  report  my
   conclusions  about  the  effectiveness  of  the  disclosure  controls  and
   procedures,  as  of  the  end  of  the period covered by this report based on
   such  evaluation;  and

     d)  Disclosed  in  this  report  any  change in the small business issuer's
   internal  control  over  financial  reporting  that occurred during the small
   business  issuer's  fourth  fiscal  quarter  that has materially affected, or
   is  reasonably  likely  to  materially  affect,  the  small business issuer's
   internal  control  over  financial  reporting;  and

   5.  The  small  business  issuer's  other  certifying  officer  and  I  have
disclosed,  based  on  our  most  recent  evaluation  of  internal  control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

     a)  All  significant  deficiencies  and  material  weaknesses in the design
   or  operation  of  internal  control  over  financial  reporting  which  are
   reasonably  likely  to  adversely  affect the small business issuer's ability
   to  record,  process,  summarize  and  report  financial  information;  and

     b)  Any  fraud,  whether  or  not  material,  that  involves  management or
   other  employees  who  have a significant role in the small business issuer's
   internal  control  over  financial  reporting.

Date:  February   24,  2005


                  By:  /s/ Jean  Wilson
                  -------------------------------
                  Jean  Wilson,
                  Principal  Financial  Officer

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