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, 2006                             /s/ STEVE THOMSON
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                                                     Steve Thomson
                                                     Chief Financial Officer

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