SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

April 15, 2009
  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: Cardo Medical, Inc.
  Form 10-K for the fiscal year ended December 31, 2008
Filed March 31, 2009
Form 10-Q/A for the quarterly period ended September 30, 2008
File No.  000-21419

Dear Mr. Romine:

We have reviewed your response date d March 16, 2009 and related filings and
have the following comments.  We have limited our review to only your financial
statements and related disclosures and will make no further review of your documents.
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.  Pl ease 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.
April 15, 2009 Page 2  Form 10-K for the fiscal year ended December 31, 2008

 Critical Accounting Policies and Estimates, page 37

 1. Please note that the discussion of criti cal accounting policies and estimates should
present your analysis of th e uncertainties involved in a pplying a principle at a
given time or the variability that is reasonably likely to result from its application
over time. You should address specifically why your accounting estimates or assumptions bear the risk of change. Equally important, you should address the
questions that arise once the critical accounting estimate or assumption has been
identified, by analyzing, to the extent ma terial, such factors as how you arrived at
the estimate, how accurate the estimate/assumption has been in the past, how much the estimate/assumption has cha nged in the past, and whether the
estimate/assumption is reasonably likely to change in the future. In future filings,
please consider providing a more detailed discussion of the critical estimates and
assumptions involved in assessing goodwill and intangible assets for impairment
as well as in determining the fair  value of stock based awards.
 Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm, page 42

 2. In accordance with Rule 2-02(a), please have  your auditors revise future reports
of independent registered public accounti ng firm to indicate the city and state
where the report was issued.
 Consolidated Statements of Shareholders’ E quity and Non-Controlling Interests, page 45

 3. We see that you have included non-control ling interest within  your schedule of
consolidated statement of sh areholder’s equity.  Please tell us the basis for your
presentation and how this complies with  the requirements of Rule 3-04 of
Regulation S-X.
 4. We reference a cash distribution to Accin Corporation shareholders of $6,201 in
the consolidated statement of cash flows for the fiscal year ended December 31, 2008.  Please tell us how this distribution is presented in the statement of stockholder’s equity.
 Note 1.  Summary of Significan t Accounting Policies, page 47

 Other Assets, page 49

 5. We see from page 39 that you recognize amortization of capitalized license fees
within selling, general and administrative e xpenses.  Since the lic ense fees relate

Mr. Romine
Cardo Medical, Inc.
April 15, 2009 Page 3
to marketing and distributing a manufactur er’s products, please tell us how you
considered that the amortiza tion of license fees should be recorded within cost of
sales.
 Goodwill and Other Intangible Assets, page 49

 6. Please tell us and expand future filings to make more detailed and specific disclosure about how you identify and measure goodwill impairment.  Discuss how your policy considers paragraphs 19 – 22 of SFAS 142 and the two-step impairment test and how you measure fair value for purposes of this exercise.
Please also expand to address the reporting unit concept, how you identified reporting units and how you allocated goodw ill to those reporting units.  Please
disclose significant estimates and assump tions used in your analysis. In addition,
tell us how you concluded that the remaining goodwill and other intangible assets are recoverable at December 31, 2008.
 Share Based Payment, page 49

 7. We note that you base your historical volatility on the Dow Jones index of small
cap medical device companies in addition to  an index of simila rly situated public
companies. Please explain to us how you us e the index in calculating historical
volatility. For example, discuss how that index is comparable to your company by
explaining how this index contains hist orical volatilities of similar entities
following a comparable period in their live s. Tell us how the expected volatility
used in your stock-based compensation calculations complies with the guidance
of paragraphs A31-A34 of SFAS 123(R)  and question 6 of SAB Topic 14.D.1.
 Revenue Recognition, page 50

 8. We reference the disclosure that revenue is  recognized when title and risk of loss
pass to the customer, which is generally on the day of surgery.   In your response
and in future filings, please expand to  describe the terms and conditions of
product sales in sufficient detail to indicate how your revenue recognition
treatment complies with SAB Topic 13.  The policy should also address, where
significant, customer acceptance, return pol icies, post-sale obligations, warranties,
credits and discounts, rebates,  price protection or simila r privileges and how these
impact revenue recognition.  Future fili ngs should address how your policy differs
for both end-users and distributors.

Research and Development Costs, page 50

9. We see that you recorded in-process rese arch and development in the acquisition
of the minority interest of Accelerated.  Please expand future filings to include
disclosure about the nature  of the acquired technology and how the fair value was

Mr. Romine
Cardo Medical, Inc.
April 15, 2009 Page 4
determined.  Please make some disclosure about the state of completion at acquisition and the extent of effort necessary to complete the in-process
project(s), including costs.  Disclose  whether the technology was brought to
fruition, and if not, disclose why not.
 10. As a related matter, in future filings cr itical accounting policies should discuss the
following related to in-process research  and development, as applicable:

⋅ Nature of projects acquired;
⋅ Summary of values assigned to IPR&D by technology / product
⋅ Status of the development of the work at acquisition date;
⋅ Nature and timing of remaining effo rts for completion, including estimated
completion date;
⋅ Value and risks of the purchased R&D;
⋅ How periods subsequent to the acquisition have been affected by completion of the project and intr oduction of the technology.
 Note 7. Accin Transaction, page 54

 11. Please explain to us in greater detail the transaction which resulted in the acquisition of Accelerated.  In your response, please address the following
comments:

⋅ Discuss why Cardo received only 37.5% of the ownership interests of
Accelerated when they contributed $ 3,750 in cash to the venture while Accin
only contributed business assets  with a net book value of $867.

⋅ Discuss why the capital transactions of Accelerated are recorded on Cardo’s books from inception.  For example, we see that the contribution of Accin’s
net assets and the distribution to Accin was recorded within the consolidated
statement of shareholder’s equity.  Discuss the nature of the line item
“contribution of net assets of Accin” on the statement of stockholder’s equity
and reconcile the amounts to this footnote.

⋅ Discuss why the $3,750 contribution by Ca rdo was distributed by Accelerated
to Accin. For example, explain whethe r this distribution diluted any of
Accin’s ownership intere sts in Accelerated.

⋅ Discuss how you determined that Cardo obtained control of Accelerated such
that their cash contribution of $3,750 (which was distributed to Accin)
constituted a business combination and as  a result Cardo should consolidated
Accelerated.  Tell us the accounting l iterature that you consulted and the
specifics of the transaction that led you to the conclu sion.  Please also tell us

Mr. Romine
Cardo Medical, Inc.
April 15, 2009 Page 5
how you considered FIN 46(R) in determining who should consolidate Accelerated.

⋅ Discuss what section under SAB Topic 5 you referred to in determining that
the assets should be record ed at Accin’s historical cost basis.  Discuss the
nature of the common ownership of Accin, Accelerated and Carodo and how
that impacted your conclusion.

⋅ Discuss the nature of the net assets th at Accin contributed to Accelerated.

⋅ Tell us why you are providing pro forma information as if Accin and Cardo
were consolidated at the beginning of 2007.  It appears as though Accin is the
other joint venture partner in th e ownership of Accelerated.

Future filings should also be revise d to address the above comments, as
appropriate.

Note 8.  Acquisition of Non-C ontrolling Interests, page 55

 12. Please revise future filings to include all of the disclosures required by paragraphs 52 and 54 of SFAS 141.
 Item 9A (T).  Controls and Procedures, page 62

 13. We note the material weaknesses identified at December 31, 2008 and included
within the discussion of your internal control over financial reporting.  Please
revise future filings to disclose in greater detail the nature of the material weaknesses identified in your disclosure.  In addition, please disclose when the
material weaknesses were id entified, by whom they were identified and when the
material weaknesses first began.
 Form 10-Q/A for the quarterly period ended September 30, 2008

Exhibits 31.1 and 31.2

14. We note that you omitted the language in paragraph 4 of Item 601(b)(31)(i) of
Regulation S-K that refers to internal c ontrol over financial reporting.  Please file
an amendment to the Form10-Q/A to incl ude certifications that include all the
required paragraphs. You may file an a bbreviated amendment that includes a
cover page, explanatory note,  signature page and paragr aphs 1, 2, 4 and 5 of the
certification.
  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

Mr. Romine
Cardo Medical, Inc.  April 15, 2009 Page 6  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.

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 me at (202) 551-3676 or Kristin Lochhead at (202) 551-3664 if
you have questions.   In this regard, please do not hesitate to contact Martin James,
Senior Assistant Chief Accountant, at (202) 551-3671 with any other questions.

Sincerely,

Brian Cascio Accounting Branch Chief