SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
						September 7, 2005

Charles R. Osenbaugh
President, CEO and CFO
Timeline, Inc.
3055 112th Avenue N.E., Ste. 106
Bellevue, WA 98004

Re:	Form 10-KSB for Fiscal Year Ended March 31, 2005
	Filed June 29, 2005
	From 10-QSB for Fiscal Quarter Ended June 30, 2005
	Filed August 15, 2005
	Form 8-K Filed September 2, 2005

Dear Mr. Osenbaugh:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Form 10-KSB for the Fiscal Year Ended March 31, 2005

Report of Independent Registered Public Accounting Firm, page F-2

1. We note that the Company`s consolidated financial statements at
and for the year ended, March 31, 2004 were audited by other
auditors.  Revise your Form 10-KSB to include the audit report of
such auditors and the necessary consents pursuant to Item 310 of
Regulation S-B and Article 2-05 of Regulation S-X.

Form 8-K Filed September 2, 2005
2. We note that with respect to the Company`s asset sale, you
entered
into a four year non-compete agreement with Global Software.
According to your Schedule 14A, the Company allocated
approximately
$480,000 of the consideration received to the value of this
agreement
and deferred the gain recognition over the term of the non-compete
agreement.  Tell us how you determined the value of the non-
compete
agreement and include in your response, the significant
assumptions
used in your valuation.  Also, tell us how you determined that it
is
appropriate to defer the gain over the term of the non-compete
agreement and tell us the specific accounting literature you are
relying upon.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Kari Jin, Staff Accountant, at (202) 551-3481 or
me
at (202) 551-3499 if you have questions regarding these comments.

Sincerely,

      Kathleen Collins
      Accounting Branch Chief
??

??

??

??

Mr. Charles R. Osenbaugh
Timeline, Inc.
September 7, 2005
Page 1

</TEXT>
</DOCUMENT>