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: April 10, 2006                                 /s/ Steve Thomson
                                                     -----------------
                                                     Steve Thomson
                                                     Chief Financial Officer


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