EXHIBIT 31.2

CERTIFICATION

I, Steve
Thomson, certify that:

|   |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have
 reviewed this quarterly report on Form 10-QSB 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 small business issuer
 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, including its consolidated
 subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this report is being prepared;                                           
|   |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b.                                                                                                                                                                                                                                                                                                                              | evaluated
 the effectiveness of the small business issuer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 issuers internal control over
 financial reporting that occurred during the small business issuers most
 recent fiscal quarter (the small business issuer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 issuers internal control
 over financial reporting; and
|   |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | The small
 business issuers other certifying officer and I have disclosed, based on our
 most recent evaluation of internal control over financial reporting, to the
 small business issuers auditors and the audit committee of small business
 issuers 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 issuer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 issuers internal control over
 financial reporting.                                                                                                                                                                                                                                                 

|                      |  |                          | 
|--------------------- |  | ------------------------ | 
|Date: August 14, 2007 |  | /s/ Steve
 Thomson      
|                      |  |                          | 
|                      |  | Steve
 Thomson          
|                      |  | Chief
 Financial Officer

1

---