EXHIBIT 31.2

                                  CERTIFICATION

I, Steve Thomson, certify that:

     1.   I have reviewed this annual report on Form 10-KSB/A 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:    AUGUST 20, 2004                           /s/ STEVE THOMSON
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                                                   Steve Thomson
                                                   Chief Financial Officer