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 31, 2005                                /s/ Steve Thomson
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                                                       Steve Thomson
                                                       Chief Financial Officer