EXHIBIT 31.2

                                  CERTIFICATION

I, Steve Thomson, certify that:

   1.    I have reviewed this annual report on Form 10-KSB of LION, Inc.;

   2.    Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

   3.    Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

   4.    The small business issuer's other certifying officer and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         for the small business issuer and have:

             a.    designed such disclosure controls and procedures, or caused
                   such disclosure controls and procedures to be designed under
                   our supervision, to ensure that material information relating
                   to the small business issuer, is made known to us by others
                   within the organization, particularly during the period in
                   which this report is being prepared;

             b.    evaluated the effectiveness of the small business owner's
                   disclosure controls and procedures and presented in this
                   report our conclusions about the effectiveness of the
                   disclosure controls and procedures, as of the end of the
                   period covered by this report based on such evaluation; and

             c.    disclosed in this report any change in the small business
                   owner's internal control over financial reporting that
                   occurred during the small business owner's most recent fiscal
                   quarter (the small business owner's fourth fiscal quarter in
                   the case of an annual report) that has materially affected,
                   or is reasonably likely to materially affect, the small
                   business owner's internal control over financial reporting;
                   and

   5.    The small business owner's other certifying officer and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business owner's auditors and the
         audit committee of small business owners board of directors (or persons
         performing the equivalent function):

             a.    all significant deficiencies and material weaknesses in the
                   design or operation of internal control over financial
                   reporting which are reasonably likely to adversely affect the
                   small business owner's ability to record, process, summarize
                   and report financial information; and

             b.    any fraud, whether or not material, that involves management
                   or other employees who have a significant role in the small
                   business owner's internal control over financial reporting.


Date:    March 30, 2004                           /s/ Steve Thomson
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                                                  Steve Thomson
                                                  Chief Financial Officer