SecProbe.io

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Room 4561

      July 8, 2005

Mr. Randall D. Miles
Chairman and Chief Executive Officer
Lion, Inc.
4700 42nd Avenue SW, Suite 430
Seattle, WA 98116

      Re:	Lion, Inc.
   Form 10-KSB for the Fiscal Year Ended
   December 31, 2004
Filed March 31, 2005
   File No. 000-25159

Dear Mr. Miles:

      We have reviewed the above referenced filing 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. We
may ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 6. Management`s Discussion and Analysis

Business Enterprise Segments, page 12
1. We note that while you have multiple operating segments, under
SFAS 131, you believe you qualify to aggregate your results of
operations in one reportable operating segment.  Please explain
why
you believe your operating segments have similar economic
characteristics.  In this regard, we note that certain products in
your Loans and Capital Markets segments require more time and
resources to deploy, suggesting your segments may have different
economic characteristics.  We also note that 94% of TRMS operating
expenses are direct expenses, further suggesting that your Capital
Markets segment may have different economic characteristics.
Please
address the criteria in paragraph 17 of SFAS 131 to support your
conclusion that you qualify to aggregate your results of
operations
in one reportable operating segment specifically addressing how
you
concluded your operating segments have similar economic
characteristics.

Critical Accounting Policies, page 21
2. We note in your critical accounting policies section that you
provide a cross reference to your Note A in the Notes to the
Financial Statements.  However, the discussion in this section is
meant to supplement, not duplicate, the description of accounting
policies in the notes to the financial statements.  While
accounting
policy notes in the financial statements generally describe the
method used to apply an accounting principle, the discussion in
this
section should present a company`s analysis of the uncertainties
involved in applying a principle at a given time or the
variability
that is reasonably likely to result from its application over
time.
Tell us how you considered SEC Release No 33-8040 and FR 60, and
how
your disclosure provides meaningful insight into the quality and
variability of your critical accounting policies.

Report of Independent Registered Public Accounting Firm, page 25
3. It appears your independent registered public accounting firm
has
not signed the accountant`s report.  Tell us how you considered
the
requirements of Article 2.02 of Regulation S-X to include a signed
report from the Company`s independent accounting firm.

Note A - Summary of Accounting Policies

Revenue Recognition, page 30
4. We note you provide hosting services to your customers.  Tell
us
more about your hosting arrangements and how you have considered
EITF
00-3.  In this regard, tell us specifically the terms and
components
of the hosting arrangements and the revenue recognition policy for
each component including how you account for costs associated with
set up fees as noted on page 3 of your 10-KSB.
5. We note you have two different revenue recognition policies for
your LockPoint Xtra and Pipeline Tools products as stated on page
30
of your 10-KSB.  However, on pages 3 and 4 of your 10-KSB, your
description of how revenues are generated appears the same for
these
products.  Clarify by describing the deliverables for each product
you offer (LPX, PT, Lion Pro, MORTGAGE 101, Precision Marketing
Productivity Suite, etc.), as well as the revenue recognition
policy
related to each product including when your contracts include
multiple elements such as services and post contract support.
Please
advise.
6. For your arrangements that have multiple elements, including
your
bundled product suite, explain how you account for each element in
your bundled product offerings.  Tell us how you establish vendor
specific objective evidence of fair value (VSOE) and how that
complies with paragraph 10 of SOP 97-2.
7. We note you generate revenue from marketing fees, web site
promotion and lead generation.  However, your disclosure does not
provide your revenue recognition policy related to these services.
Tell us how you recognize revenue related to these services as
well
as how much revenue has been recognized related to these services
for
each period presented.  Please advise.

Capitalized Software Costs, page 31
8. We note that you capitalize software developed or obtained for
internal use in accordance with SOP 98-1.  We also note in the
business section of your 10-KSB that it appears you provide
software
to your customers, sometimes through subscription and license
arrangements.  Tell us, and revise your disclosure if necessary,
to
describe how you account for software costs incurred in developing
software to be sold to your customers.  Refer to SFAS 86 and EITF
00-
3 paragraph 7.

Note B - Business Combinations, page 35
9. We note that you acquired deferred revenue in relation to your
acquisitions of Tuttle Risk Management Services, Inc. and Ignition
Mortgage Technology Solutions, Inc.  Tell us how you determined
the
fair value of the underlying legal obligation represented by
deferred
revenue.  Clearly describe the nature of the assumed legal
obligation.  Refer to EITF 01-3.

* * * * *

      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 Patrick Gilmore at (202) 551-3406, Lisa
Mitrovich, Assistant Chief Accountant, at (202) 551-3453 or me at
(202) 551-3499 if you have questions regarding comments on the
financial statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief

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Mr. Randall D. Miles
Lion, Inc.
July 8, 2005
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