Mail Stop 3-8

      							 March 30, 2005




By Facsimile and U.S. Mail

Mr. Dwayne A. Moyers
Chief Executive Officer
Xponential, Inc.
6400 Atlantic Boulevard
Suite 190
Norcross, GA 30071

      Re:    Form 10-KSB for the Year Ended June 30, 2004
                File No.  1-13919

Dear Mr. Moyers:

      	We have completed a limited review of the above
referenced
filing and have the following comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.  Where a comment requests additional
disclosure or other revisions to be made, such disclosures and
revisions should be included in your future annual and interim
reports, as applicable.

Form 10-KSB for the Year Ended June 30, 2004

Item 6. Management`s Discussion and Analysis or Plan of Operation,
page 9
General, page 9

1. Explain fully the reasons for changes in each of the elements
and
components of the pawn loan loss allowance, even if the total
provision for pawn loan losses did not change materially from
period
to period, so that a reader can understand how changes in risks in
the portfolio during each period relate to the pawn loan loss
allowance established at period end.  Quantify and explain:

* How changes in pawn loan quality and terms that occurred during
the
period are reflected in the allowance,
* How changes in estimation and methods and assumptions are
reflected
in the allowance,
* How actual changes and expected trends in non-performing loans
affected the allowance, and
* How the level of your allowance compares with historical net
loss
experience.

Liquidity and Capital Resources, page 13

2. In an effort to disclose the variable liquidity and cash flows
factors necessary to understand and evaluate your business, in
future
filings please revise your tabular disclosure to include the
estimated amount of interest payments associated with your
outstanding debt and the aggregate amounts of unpaid obligations
presented for periods beyond five years from your balance sheet
date.
If it is not practicable to make such estimates, please disclose
this
in future filings. See Item 303 (b)(1)(i) of Regulation S-B.

Consolidated Balance Sheet, page 19

3. Your disclosure indicates that Series A Preferred Shares will
be
redeemed beginning April 30, 2005.   Please tell us if you have
classified the amount to be redeemed within twelve months of your
balance sheet date as a current liability.  If not, please tell us
why.  Also, mandatorily redeemable preferred stock should be
described as `shares subject to mandatory redemption` so as to
distinguish them from other liabilities.  These shares are also
prohibited from being classified between the liability section and
the equity section of the balance sheet.  Please consider revising
your description and classification of these shares or advise us
why
this is not applicable to you.  See paragraph 19 and B.57. of SFAS
No. 150.  To the extent you revise your consolidated balance
sheet,
please assess whether or not you believe it is appropriate to file
amendments to your previously filed reports. We may have further
comments.

Consolidated Statement of Cash Flows, page 22

4. Please present pawn loans made in a separate line item from
repayments of pawn loans in the investing activities section of
your
statement.  See paragraph`s 11 through 13.A. of SFAS No. 95.

5. Please disclose how you treat the cash flows related to the
sale
of forfeited collateral in your statements of cash flows and when
the
related cash flows are recorded.  Supplementally tell us:

* How you calculate the amounts included as cash inflows from
investing activities,
* The amounts included as cash inflows from operating activities,
* When the related cash inflows for each classification are
recorded,
and
* Your basis for including the amounts you do in each
classification
when you do.

6. It appears that your consolidated statement of cash flows
reflects
changes from balance sheet reclassifications that do not impact
cash
and cash equivalents.  For example, your inventory account
increased
by approximately $428, 000 for the year ended June 30, 2004 and
such
amount equals the uses of cash from increases in inventory as
disclosed in your statement of cash flows.  However, your
inventory
balances are impacted by certain balance sheet reclassifications
that
should not result in any changes to your statements of cash flows,
such as the transfer of a pawn loan receivable to inventory when
your
customer forfeits the pawn loan.  This balance sheet
reclassification
could have the unintended effect of reflecting such amounts as a
use
of cash from an increase in inventory offset by a source of cash
from
a reduction in a receivable. The more appropriate presentation
would
be to eliminate such balance sheet reclassifications for purposes
of
preparing your consolidated statement of cash flows. Please revise
your consolidated statement of cash flows to remove the impact of
this balance sheet reclassification or tell us why you believe
your
current presentation is appropriate.  To the extent you revise
your
consolidated statement of cash flows, please assess whether or not
you believe it is appropriate to file amendments to your
previously
filed reports. We may have further comments.

7. Payments for business combinations are reflected in the
statement
of cash flows net of cash acquired.  Please tell us how you
recorded
the net assets acquired of other pawn brokers in your consolidated
statement of cash flows. See paragraph 132 of SFAS No. 95.

Notes to Consolidated Financial Statements, page 23
(1) Organization and Business, page 23

8. Exhibit 21.1 discloses two subsidiaries, Pawn Mart, Inc. and
Xponential Advisors, Inc.  Please tell us and include in your
future
filings the business nature of Xponential Advisors Inc. and your
basis of consolidation.  Further, please tell us the present
status
of Securities, the broker-dealer entity that was acquired in your
purchase of CMHI.

(2) Summary of Significant Accounting Policies, page 23

9. Describe your systematic analysis and procedural discipline, as
required by FRR-28, for determining the amount of your loan loss
allowance.  Supplementally tell us and disclose:

* How you determine each element of the allowance,
* Which loans are evaluated individually and which loans are
evaluated as a group, if applicable,
* How you determine both the allocated and unallocated portions of
the allowance for loan losses, and
* How you determine the loss factors you apply to your graded
loans
to develop a general allowance.

(i) Investment in IronHorse Motorcycle Company, Inc., page 25

10. You disclose that you have a 9.7% and 13.97% ownership
interest
in IronHorse as at June 30, 3004 and December 31, 2004,
respectively.
We note that you account for this investment under the cost
method.
Please tell us your consideration of all the facts and
circumstances
in determining whether you have the ability to exercise
significant
influence such that the equity method, rather than the cost
method,
would be required.  Specifically tell us:

* The capitalization structure of the investee;
* Voting rights, veto rights and other protective and
participating
rights that you hold, and
* Your participation on the investee`s board of directors,
executives
and other governing committees.

Please refer to APB 18 paragraph 17.


(12) Investments, page 37

11. Revise your disclosures to present all of the information
required by paragraph 22 of SFAS 115.

(14) Commitment and Contingencies, page 39

12. Revise your note to disclose rent expense under operating
leases
for the year ended June 30, 2004, the ten month period ended June
30,
2003 and the two month period ended August 31, 2002, consistent
with
the periods presented in your income statement.

			Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a supplemental response letter that keys your
responses to our comments and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.
Please
file your supplemental response on EDGAR as a correspondence file.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

		In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

			If you have any questions regarding our comments,
please direct them to Brian V. McAllister at (202) 824-5664 or, in
his absence, to the undersigned at (202) 942-2823.

									Sincerely,



									Michael Moran
									Branch Chief
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Mr. Dwayne A. Moyers
Xponential, Inc.
March 30, 2005
Page 1