Mail Stop 3-8

      							 June 20, 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
      	Filed September 28, 2004
                File No.  1-13919
Dear Mr. Moyers:

	We have reviewed your response dated June 3, 2005 to our
comment
letter dated March 30, 2005 and have the following additional
comments.   Please understand that the purpose of our review is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Consolidated Statements of Cash Flows, page 22

1. We note your response to comment 4 in our letter dated March
30,
2005.  We view your use of cash to be similar to other businesses;
to
invest in your operations, pay your obligations and provide a
return
to your investors.  Cash flows from making and collecting pawn
loans
are integral to your lending activities and viewed as an investing
activity in accordance with paragraph 15 of SFAS No. 95.  Further,
registrants in the pawn loan industry have historically classified
cash inflows and outflows as investing activities.  Please revise
your statement of cash flows to present cash flows for pawn loans
made, pawn loans repaid and inventory acquired from loan
forfeitures
as investing activities in your statement of cash flows.

2. We note your response to comments 5 and 6 in our letter dated
March 30, 2005.  The reclassifying activity between defaulted pawn
loans and acquired inventory is a non-cash activity and should be
removed from your operating cash flows as well as presented in
related disclosures. Please tell us in your response if the
effects
of non-cash reclassifications are removed from your statement of
cash
flows or tell us the amounts of non-cash activity included in each
of
the three years ended December 31, 2004, 2003 and 2002.  If the
amounts are material to the consolidated financial statements in
this
filing you should amend your Form 10-K accordingly.

If you believe non-cash activities do not materially affect your
consolidated financial statements, please provide an analysis for
each of the three years illustrating the cash flow statement as
reported, adjustments removing the non-cash activity and the
revised
cash flow statement to demonstrate the error does not
qualitatively
or quantitatively misstate, either separately or in the aggregate,
your operating, investing and financing cash flow activities as of
December 31, 2004, 2003 and 2002.

Investments, page 37

3. We note your response to comment 11 in our letter dated March
30,
2005.  We refer you to paragraph 19 and not 22 of SFAS No. 115.

	Please send us your response to our comments within 10
business
days from the date of this letter or tell us when you will provide
us
with a response.  Please understand that we may have additional
comments after reviewing your response to our comment.  Your
supplemental response letter should be submitted in electronic
form
on EDGAR as a correspondence file.  Refer to Rule 101(a) of
Regulation S-T.

		If you have any questions regarding our comment, please
direct them to Brian V. McAllister at (202) 551-3341 or, in his
absence to the undersigned at (202) 551-3841 if you have any
questions regarding our comment on the financial statements.

									Sincerely,



									Michael Moran
									Accounting Branch
Chief
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Mr. Dwayne A. Moyers
Xponential, Inc.
June 20, 2005
Page 1