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:    February 9, 2006                                /s/ Steve Thomson
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                                                         Steve Thomson
                                                         Chief Financial Officer