LETTER 1 corioletter.txt COMMENT LETTER - GILMORE August 5, 2004 Mail Stop: 4-6 Brett White Executive Vice President and Chief Financial Officer Corio, Inc. 959 Skyway Road, Suite 100 San Carlos, CA 94070 Re: Item 4 Form 8-K filed August 4, 2004 Dear Mr. White: We have reviewed your filing and have the following comments. 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. 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. 1. We note that KPMG will resign pending completion of services related to the review of the interim financial statements for the quarter ended June 30, 2004. Please note that, at such time as the review is completed and the relationship has actually terminated, an additional Item 4 Form 8-K will be required. The Form 8-K should address all of the disclosures required by Item 304 of Regulation S-K. An updated letter from the former accountant, filed as Exhibit 16, should be provided along with the filing. Supplementally, confirm to us your intentions in this regard. 2. We note in your 8-K that KPMG has advised management and the audit committee of several reportable conditions. Supplementally provide us with all written correspondence between management, the audit committee, KPMG and any others related to these reportable conditions. 3. Tell us what period the reportable conditions relate to and why they were not disclosed in Item 4 of your first quarter 10-Q and Item 9A of your 2003 10-K. Additionally, tell us whether any adjusting entries were made as a result of these reportable conditions and tell us in detail the steps you have taken (or plan to take) and procedures you implemented (or plan to implement) to correct these reportable conditions 4. When you engage a new accountant, please report the engagement in a new Form 8-K and comply with the requirements of Regulation S-K Item 304 (a)(2). In making any disclosures about consultations with your new accountants, please ensure you disclose any consultations up through the date of engagement. Please respond to these comments within 5 business days or tell us when you will provide us with a response. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. You may contact the undersigned at 202-824-5355 if you have questions regarding these comments. Sincerely, Patrick Gilmore, CPA Staff Accountant Brett White Corio, Inc. Page 2 of 2