Daniel W. Carr John J. Coates Kevin M. Coates H. Alan Dill 455 Sherman Street, Suite 300 Robert A. Dill Denver, Colorado 80203 Thomas M. Dunn Phone: 303-777-3737 John A. Hutchings Fax: 303-777-3823 Stephen M. Lee www.dillanddill.com Fay M. Matsukage* Adam P. Stapen Jon Stonbraker Craig A. Stoner Felicity Tompkins Patrick D. Tooley *Also licensed in Nevada DIRECT DIAL: (303) 282-4105 E-MAIL: FMM@DILLANDDILL.COM April 26, 2005 Mark P. Shuman Branch Chief - Legal Office of Computers and Online Services Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0405 RE: CIROND CORPORATION REGISTRATION STATEMENT ON FORM SB-2 FILE NO. 333-122173 Dear Mr. Shuman: On behalf of Cirond Corporation (the "Company"), we respectfully request the withdrawal of its registration statement on Form SB-2, File No. 333-122173. The Company believes that such withdrawal is necessary in order to restructure its financing arrangement with certain investors. Accordingly, the Company may undertake a subsequent private offering in reliance on Rule 155(c). Please note that no securities that were covered by this resale registration statement were resold. Please contact the undersigned with any additional questions or comments you may have. Sincerely, /s/ FAY M. MATSUKAGE Fay M. Matsukage Cc: Cirond Corporation KPMG LLP