~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~PURSUANT ~~REPORT~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date OFof ~~THE~~earliest ~~SECURITIES~~event ~~EXCHANGE~~reported): ~~ACT~~May 23, ~~OF 1934~~2007

~~Date of Report (Date of earliest event reported): October 11~~Xponential, ~~2006~~Inc.

~~Xponential,~~(Exact ~~Inc.~~ name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	1-13919	75-2520896
(State of incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

~~Delaware~~6400 ~~(State~~Atlantic ofBoulevard, ~~incorporation)~~Suite 190, ~~1-13919~~Norcross, ~~(Commission~~Georgia ~~File Number) 75-2520896~~ 30071 (~~I.R.S.~~Address ~~Employer~~of ~~Identification~~principal ~~No.~~executive offices)

~~6400~~678-720-0660 (Registrant’s ~~Atlantic~~telephone ~~Boulevard, Suite 190, Norcross, Georgia 30071~~number)

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices~~under any of the following provisions (see General Instruction A.2. below):

~~678~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-~~720~~12 under the Exchange Act (17 CFR 240.14a-~~0660~~12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Registrant’s~~Item 5.02 ~~telephone~~Compensatory ~~number)~~Arrangements of Certain Officers.

~~Check~~ On May 23, 2007 the ~~appropriate~~Registrant ~~box~~(“Xponential”) ~~below~~and ifAmerican IronHorse Motorcycle Company, Inc. (“American IronHorse”) (collectively, the ~~Form 8~~“Company”) entered into a Full-KTime ~~filing~~Permanent isEngagement Resources ~~intended~~Agreement towith ~~simultaneously~~Tatum, ~~satisfy~~LLC (“Tatum”) regarding the ~~filing~~ ~~obligation~~employment of Robert W. Schleizer by the ~~registrant~~Company ~~under~~on ~~any~~a ofpermanent, ~~the~~full-time ~~following~~basis ~~provisions~~effective January 1, 2007 (~~see~~the ~~General~~“Agreement”). ~~Instruction~~Mr. ASchleizer is currently and will remain a member of Tatum so that he will continue to have access to the resources of Tatum for the benefit of the Company.2 Mr. Schleizer ~~below):~~has served as an officer of Xponential since January 2001.

o A ~~Written~~copy ~~communications~~of ~~pursuant to Rule 425 under~~ the ~~Securities~~Agreement ~~Act~~is ~~(17~~filed ~~CFR~~herewith ~~230~~as Exhibit 10.~~425)~~1. oThe ~~Soliciting~~ material ~~pursuant~~terms toof ~~Rule 14a-12 under~~ the Agreement, ~~Exchange~~as ~~Act~~described ~~(17~~herein, ~~CFR~~are ~~240.14a-12)~~subject ~~o Pre-commencement communications pursuant~~ to ~~Rule 14d-2(b) under~~ the ~~Exchange~~full ~~Act~~text ~~(17~~of ~~CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~Agreement ~~Act~~in ~~(17 CFR 240~~Exhibit 10.~~13e-4(c))~~1.

~~TABLE~~ Pursuant OFto ~~CONTENTS~~the Agreement, Xponential, on behalf of the Company, will pay directly to Tatum, as compensation for resources provided and for making Mr. Schleizer available for service to the Company, (1) $50,000, payable on the date of signing the Agreement; and (2) $1,000 per month during the term of the Agreement, including any months with respect to which any severance payment is made, payable at the same time Mr. Schleizer is paid. In addition, Xponential will pay to Tatum twenty-five percent (25%) of Mr. Schleizer’s cash bonuses earned as an employee of Xponential during the year ended December 31, 2007, payable on the date he receives payment of the bonus, and American IronHorse will pay to Tatum twenty-five percent (25%) of Mr. Schleizer’s cash bonuses earned as an employee of American IronHorse during the year ended December 31, 2007, payable on the date he receives payment of the bonus.

~~Item~~ The ~~1.01~~Agreement ~~Entry~~will ~~Into~~terminate aimmediately ~~Material~~upon ~~Definitive~~the ~~Agreement~~effective ~~Item~~date 9of termination or expiration of Mr.01 Schleizer’s ~~Financial~~employment ~~Statements~~with the Xponential and ~~Exhibits~~American ~~SIGNATURES~~IronHorse ~~Convertible~~or ~~Promissory~~upon ~~Note~~his ~~Press~~ceasing ~~Release~~to be a member of Tatum, unless earlier terminated due to a breach by either party of the Agreement.

~~Table~~ During the twelve (12) months following termination or expiration of ~~Contents~~the Agreement, other than (1) as a result of Tatum’s termination of Mr. Schleizer’s membership interest in Tatum without good cause as determined by Tatum in its sole good faith discretion or (2) in connection with another Tatum agreement, the Company will not employ Mr. Schleizer or engage Mr. Schleizer as an independent contractor to render services of substantially the same nature as those for which Tatum is making Mr. Schleizer available pursuant to the Agreement. In the event this provision is breached, Tatum will be entitled to receive as liquidated damages an amount equal to forty-five percent (45%) of Mr. Schleizer’s most recent annual salary and the maximum amount of any bonus for which he was eligible with respect to the then current bonus year.

~~Item~~ Mr. 1Schleizer had served as Executive Vice President, Chief Financial Officer, Treasurer and a director of Xponential since January 2001 and as Secretary since May 2001.01 ~~Entry~~Mr. Schleizer ~~Into~~has served as Executive Vice President, Chief Financial Officer, Secretary, Treasurer and a ~~Material~~director ~~Definitive~~of PawnMart, ~~Agreement~~Inc. since January 2003; as Chief

~~On October 11, 2006 PawnMart, Inc. (“PawnMart”), a wholly~~-~~owned subsidiary of Xponential, Inc.~~2- (the “registrant”), purchased from Integrity Mutual Funds, Inc. (“Integrity”) a $950,000 original principal amount convertible promissory note of Integrity pursuant to a private placement (the “Convertible Note”). The Convertible Note has not been registered under applicable federal and state securities laws. No commissions or finder’s fees were paid by PawnMart, Inc. in connection with the purchase of the Convertible Note.

~~The~~Financial ~~Convertible~~Officer, ~~Note~~Secretary, ~~bears~~Treasurer ~~interest~~and at a ~~rate~~director of ~~6.5%~~Xponential ~~per annum~~Advisors, ~~payable~~Inc. ~~semi-annually, on~~since ~~April~~October 152003; and ~~October 15~~as ofChief ~~each~~Financial ~~year~~Officer, ~~is unsecured~~Secretary, Treasurer and ~~matures in October 2016. Upon~~ a ~~failure~~director ~~by Integrity to timely pay any installment~~ of ~~principal under the Convertible Note, a material breach~~Xponential byReal ~~Integrity~~Estate ~~of its other obligations under the Convertible Note~~Holdings, orInc. ~~the~~since ~~occurrence of certain other events~~February 2005, ~~the~~all ~~holder~~ of ~~the~~which ~~Convertible~~are ~~Note~~subsidiaries ~~may declare a default and accelerate the payment~~ of ~~all outstanding principal and accrued interest under~~ the ~~Convertible Note~~Registrant. ~~The outstanding~~ ~~principal~~He ~~balance~~has ofserved ~~the~~as ~~Convertible~~a ~~Note~~director ~~may, at the election~~ of ~~the~~American ~~holder~~IronHorse ~~thereof,~~since beJuly 2006 ~~converted into~~and ~~shares~~as ofChief ~~common~~Financial ~~stock, $0.0001 par value, of Integrity (the “Common Shares”) at any time~~Officer ~~after~~since ~~October~~December 152006, ~~2009,~~and atpreviously ~~the~~served ~~rate~~as ofChief ~~two~~Financial ~~Common~~Officer ~~Shares~~and ~~for~~Secretary ~~each $1.00~~ of ~~principal~~that ~~converted,~~company ~~subject~~from January 2004 to ~~anti-dilutive~~March 2005. ~~adjustment~~Mr. Schleizer ~~Additionally,~~is ~~the~~a ~~outstanding~~member ~~principal balance~~ of ~~the Convertible Note is automatically converted into Common Shares~~Tatum, ~~on the foregoing basis~~LLC, ~~upon~~a ~~the earlier~~national tofirm ~~occur~~ of financial aand ~~sale~~technology ~~of Integrity or October 15~~professionals, ~~2016~~and ~~(the~~has ~~maturity~~extensive ~~date~~restructuring ~~of the Convertible Note)~~experience. ~~The~~He ~~Convertible Note~~ is ~~not~~a Certified ~~subject~~Insolvency toRecovery ~~redemption~~Adviser.

~~Sanders~~No ~~Morris~~family ~~Harris,~~relationship ~~Inc.~~exists ~~(“SMH”)~~between ~~subadvises the Integrity High Income Fund and the Integrity All Season Fund, mutual funds managed by Integrity, and received $440,534~~Mr.~~06 in management fees for those services from December~~ ~~2004~~Schleizer toand ~~September 2006. SMH also executes security transactions for~~ the ~~registrant~~executive ~~and employs Jeffrey A. Cummer and Dwayne A. Moyers as~~ officers ~~of a subsidiary. Mr. Cummer is an officer~~ and ~~a director of the registrant and a director~~directors of ~~Integrity and Mr. Moyers is an officer and a director of~~ the ~~registrant~~Registrant.

~~As of October~~Item ~~11, 2006 the registrant beneficially owned 1,663,642 shares, or 12~~9.~~13%,~~01 ofFinancial ~~the outstanding~~Statements ~~Common Shares of Integrity. In addition, Dr. J. Robert Collins, a director of the registrant, beneficially owns 1,000 shares, or 0.007%,~~ and ~~Dwayne A. Moyers, a director of the~~Exhibits registrant, beneficially owns 47,500 shares, or 0.35%, of the outstanding Common Shares of Integrity. As of October 11, 2006 the registrant also beneficially owned 3,050,000 Series A Convertible Preferred Shares (the “Preferred Shares”), or 100% of the outstanding Preferred Shares of Integrity.

Xponential, Inc. trades on the OTC Bulletin Board under the symbol XPOI.


(d)		Exhibits. The following exhibit is furnished as part of this Report:

10.1		Full-Time Permanent Engagement Resources Agreement between Xponential, Inc. and Tatum, LLC dated May 23, 2007.

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~~Table of Contents~~SIGNATURES

~~Item 9.01~~ Pursuant ~~Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


May 29, 2007	XPONENTIAL, INC.
	By:	/s/ Dwayne A. Moyers
		Dwayne A. Moyers, Chief Executive Officer

	10.1		Convertible Promissory Note in the original principal amount of $950,000 with Integrity Mutual Funds, Inc. as maker and PawnMart, Inc. as payee, dated October 11, 2006. *
	99.1		Press Release issued by Xponential, Inc. on October 16, 2006.

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* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 16, 2006	XPONENTIAL, INC.
	By:	/s/ Dwayne A. Moyers
		Dwayne A. Moyers,
		Chief Executive Officer

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