**EXHIBIT 31.2****CERTIFICATION**     I, Robert W. Schleizer, certify that:     1. I have reviewed this quarterly report on Form 10-QSB of Xponential, Inc.;     2. Based on my knowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report;     3. Based on my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, the periods presented inthis report;     4. The small business issuer’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the small business issuer and have:     (a) Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during the period in whichthis report is being prepared;     (b) Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples;     (c) Evaluated the effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report basedon such evaluation; and     (d) Disclosed in this report any change in the small business issuer’s internal controlover financial reporting that occurred during the small business issuer’s most recent fiscalquarter (the small business issuer’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and     5. The small business issuer’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board of directors (or personsperforming the equivalent functions):     (a) All significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affectthe small business issuer’s ability to record, process, summarize and report financialinformation; and     (b) Any fraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control over financialreporting.     Date: November 14, 2005 /s/ Robert W. Schleizer         Robert W. Schleizer, Executive    Vice President and Chief Financial Officer