SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

December 23, 2008
  VIA U.S. MAIL and FACSIMILE  (818) 780-6677

 Derrick Romine Chief Financial Officer Cardo Medical, Inc.  8899 Beverly Blvd., Suite 619
Los Angeles, CA  90048

 Re: Form 10-K for the fiscal year ended June 30, 2008
Filed September 29, 2008
File No.  000-21419

Dear Mr. Romine:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to the disclo sures pertaining to the evaluation of your
internal control over financial reporting.  Sp ecifically, we have reviewed your filing to
determine if you conducted the evaluation of  your internal cont rol over financial
reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an
assessment and a conclusion as to the effectiv eness of your internal control over financial
reporting, as required by Item 308T(a) of Regul ations S-K.  Where indicated, we think
you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explanation as to why a revision is not
necessary.  Please be as detailed as necessary in your explanation.

  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.

Mr. Romine
Cardo Medical, Inc.
December 23, 2008 Page 2  Form 10-K for the fiscal year ended June 30, 2008

Item 9A(T) Controls and Procedures, page 8
1. It appears that your management has pe rformed an assessment of disclosure
controls and procedures (DCP) but it doe s not appear that your management has
concluded on its assessment of internal control over financial reporting (ICFR) as of June 30, 2008.  Since you were required to file or filed an annual report for the
prior fiscal year, it appears you are re quired to report on your management’s
assessment of internal control over financ ial reporting.  Note that DCP and ICFR
require two separate and distin ct assessments and conclusions.
If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's repor t on internal control over financial
reporting.  Alternatively, please revise to provide a clear conclusion on your
assessment of ICFR as of June 30, 2008 in  compliance with S ection 404(a) of the
Sarbanes-Oxley Act.  In performing your evaluation, you may find the following documents helpful:
ƒ the Commission’s release Amendments to Rules Regarding
Management’s Report on Internal Control Over Financial Reporting
(Securities Act Release 8809/Financ ial Reporting Release 76).  You
can find this release at: http://www.sec.gov/rules/final/2007/33-8809.pdf
;

ƒ the Commission’s release Commission Guidance Regarding
Management’s Report on Internal Control Over Financial Reporting
Under Section 13(a) or 15(d) of  the Securities Exchange Act of 1934
(Securities Act Release 8010/Financ ial Reporting Release 77).  You
can find this release at
ƒ http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guide for Small Business” brochure at: ( http://www.sec.gov/info/smallbus/404guide.shtml
).
 Please note that the failure to perform management’s assessment adversely affects
the company’s and its shareholders ability to avail themselves of rules and forms
that are predicated on the current or ti mely filing of Exchange Act reports. For
further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.

Mr. Romine
Cardo Medical, Inc.
December 23, 2008 Page 3
In addition, please evaluate whether management’s failure to perform or complete its report on internal control over fina ncial reporting impacts its conclusions
regarding the effectiveness of your disclosure controls and procedures as of the
end of the fiscal year covered by the report and, as appropriate,  revise your conclusion of the effectiveness of disclosu re controls and procedures  at June 30,
2008.  In particular, please consider the definition of disclosure controls and
procedures provided in Rule 13a-15(e), whic h indicates that effective controls and
procedures would ensure that information required to be disclosed by the issuer is
recorded, processed, summarized and reported within the time periods specified in
the Commission’s rules and forms.  In addition, as discussed in Compliance and
Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpfin/guidanc e/regs-kinterp.htm, failure to file
management's report on Internal Control over Financial Reporting rendered your annual report materially deficient and also  rendered the company not timely or
current in its Exchange Act Reporting.
2. Please revise the language used in your disclosure concerning changes in your internal control over financial reporting to  indicate whether there was any change
to your internal control over  financial reporting that has materially affected
, or
that is reasonably likely to materially affect , your internal control over financial
reporting, consistent with the languag e used in amended Item 308(c) of
Regulation S-K.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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.

Mr. Romine
Cardo Medical, Inc.  December 23, 2008 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3671 if you have questions.
Sincerely,    Martin F. James Senior Assistant Chief Accountant