UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  983764150

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Brave Asset Management, Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
New Jersey

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
385,000 (see Item 4 below)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
385,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.42%

12.

Type of Reporting Person (See Instructions)
IA

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
T. Brett Haire, Jr.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
79,500 (see Item 4 below)

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
79,500 (see Item 4 below)

8.

Shared Dispositive Power
385,000 (see Item 4 below)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
79,500

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.12%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David G. Bunting

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
92,500 (see Item 4 below)

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
92,500 (see Item 4 below)

8.

Shared Dispositive Power
385,000 (see Item 4 below)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
92,500

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.30%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
XO Communications, Inc. (“XOC”)

(b)

Address of Issuer’s Principal Executive Offices
11111 Sunset Hills Road
Reston, Virginia  22102

Item 2.

(a)

Name of Person Filing
Brave Asset Management, Inc. (“BAMI”), T. Brett Haire, Jr. (“Haire”) and David G. Bunting (“Bunting”)

(b)

Address of Principal Business Office or, if none, Residence
BAMI and each of Haire and Bunting have a principal business address at 47 Summit Avenue, Summit, New Jersey 07901.

(c)

Citizenship
BAMI is a New Jersey Corporation, and both Haire and Bunting are citizens of the United States of America.

(d)

Title of Class of Securities
Warrants

(e)

CUSIP Number
983764150

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

385,000 Series B warrants (the “Warrants”).  Each Warrant originally entitled the holder to purchase one share of XOC common stock.

(b)

Percent of class:   

5.42%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

385,000

BAMI has acquired an aggregate of 385,000 Warrants on behalf of certain investment advisory clients for whom it exercises discretionary authority. The Warrants represent 5.42% of total warrants outstanding as of December 31, 2004.  BAMI shares with each such client the dispositive power with respect to the Warrants purchased for such client’s account. As controlling persons of BAMI, each of Bunting and Haire also share dispositive power over all of the Warrants, and may therefore be deemed to be a “beneficial owner” thereof pursuant to Rule 13d-3.  Of the total Warrants purchased by BAMI for its clients, 92,500 were purchased for the IRA account of Bunting and 79,500 were purchased for the account of Haire.  Bunting and Haire each disclaim beneficial ownership of the Warrants other than those Warrants purchased for their respective accounts.  BAMI has no voting authority in respect of securities managed by BAMI for clients, which voting rights are exercised solely by the clients.  Although the Warrants have no voting rights, each such client, including Bunting and Haire, would have the sole right to vote any common stock issuable on the exercise of Warrants purchased for such client’s account.  The Warrants are immediately exercisable.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Dated:  February 7, 2005

BRAVE ASSET MANAGEMENT, INC.

By:

/s/ T. Brett Haire

T. Brett Haire, Jr.

President

 /s/ T. Brett Haire

T. BRETT HAIRE, JR.

 /s/ David G. Bunting

DAVID G. BUNTING