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June 30, 2005

Mr. Michael Moran

Branch Chief

Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 3-8

Washington, D. C. 20549

Re:  Xponential, Inc., File No. 1-13919

Dear Mr. Moran:

Following are our responses to your additional comments dated June 20,
2005 to your comment letter dated March 30, 2005 regarding Xponential, Inc.’s
Form 10-KSB for the year ended June 30, 2004.  For convenience, the comments are repeated
herein and bolded.  The responses follow
immediately thereafter.

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

Consolidated Statement 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 for pawn loans made, pawn loans repaid and
inventory acquired from loan forfeitures as investing activities in your
statement of cash flows.

Response:

The Company will revise our statement of cash flows to present cash
flows for pawn loans made, pawn loans repaid and principal recovered on inventory
acquired from loan forfeitures as investing activities in all future filings.

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 reclassification are removed from your
statement of 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.

Response:

As disclosed in our June 3, 2005 response, our previous
information system did not provide sufficient detail on individual loan
forfeitures to identify the origin as a loan default or purchase.  We converted to a new system in Fiscal 2004
and will be able to identify the source of individual inventory items beginning
with the fiscal year ended June 30, 2005.   Our future cash flows will reflect the amount
of principal recovered from sale of defaulted loans in our cash flows from
investing activities with pawn loans made and repaid.   A proposed cash flow format incorporating the
additional disclosures as well as the reclassification of pawn loan cash flow
activity discussed in comment 1 is attached as Schedule 1.

We do not believe the presentation of our cash flows in our
consolidated financial statements are materially affected by the current
presentation of the pawn loan activity and changes in inventory on a net basis
for the years ended June 30, 2004, 2003 and 2002.   The net impact of purchasing inventory
through defaulted loans is reflected in the net change in inventory in the
operating section of the cash flow statement as is the recovery of
principal on forfeited loans through cost of sales in our net income.  Inventory balances increased $428,000 from June 30,
2003 to June 30, 2004 an increase of 16.9%, but this change represented
less than 2.8% of our total assets as of June 30, 2004.  The cash flow activity related to making new
loans and the repayment of non defaulted loans is reflected in the cash flow
from investing activities on a net basis in each of the above fiscal years.  Pawn loan balances decreased $122,000 from June 30,
2003 to June 30, 2004 or 2.7% which represented less than 1% of our total
assets.

2

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.

Response:

In accordance with paragraphs 19 and 20 of SFAS No. 115, in
addition to the aggregate fair value, gross unrealized holding gains, gross
unrealized holding losses and amortized cost basis by major security type,
future disclosures will include information about the contractual maturities of
those securities.

  Sincerely,

  Xponential, Inc.

  Robert Schleizer

  Chief Financial Officer

  cc.

  Mr. Brian V. McAllister, Securities and Exchange Commission

  Mr. Dwayne A. Moyers, Chief Executive Officer, Xponential, Inc.

Attachments:

  Schedule 1

  Xponential, Inc. and Subsidiaries Proposed Consolidated
  Statements of Cash Flows

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SCHEDULE 1

XPONENTIAL, INC. AND SUBSIDIARIES

PROPOSED CONSOLIDATED CASH FLOW STATEMENTS

(In thousands)

  Current Period

  Prior Year

  Comparable

  Period

  Cash flows from operating activities:

  Net income

  $

  $

  Adjustments to reconcile net income to net
  cash used in operating activities:

  Depreciation and amortization

  Gain on sale of investments

  Deferred income tax expense related to
  bankruptcy

  Changes in operating assets and
  liabilities:

  Accounts receivable

  Pawn service charges receivable

  Inventories, net

  Prepaid expenses and other current assets

  Accounts payable and accrued liabilities

  Net cash provided by (used in) operating
  activities

  Cash flows from investing activities:

  Pawn loans made

  Pawn loans repaid

  Principal recovered on forfeited loans
  through dispositions

  Proceeds from sale of investments

  Purchase of investments

  Purchases of property and equipment

  Purchase of other assets

  Net cash provided by (used in) investing
  activities

  Cash flows from financing activities:

  Borrowings on notes payable

  Principal payments on notes payable

  Sale of common stock

  Purchase of treasury stock

  Dividends paid

  Net cash provided by (used in) financing
  activities

  Net increase in cash and cash equivalents

  Cash and cash equivalents at beginning of
  period

  Cash and cash equivalents at end of period

  $

  $

  Supplemental disclosures of cash flow information
  -

  Cash paid for interest

  $

  $

  Pawn loans forfeited and transferred to
  merchandise held for disposition

  $

  $