SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

June 26, 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 for the fiscal quarter ended March 31, 2009 File No.  000-21419

Dear Mr. Romine:

We have reviewed your response dated June 3, 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 fu rther 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.  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.
June 26, 2009 Page 2
General

1. We see that in your resp onse letter dated June 3, 2009, you provided the requested
representations from the company’s outsi de counsel, Akerma n Senterfitt.  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 a ny action with respect to the filing;
and
 · the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
 Form 10-K for the fiscal year ended December 31, 2008

 Share Based Payment, page 49

2. We reference your response to prior co mment 7 in our letter dated April 15, 2009.
Please revise future filings to clarif y how you determine historical volatility,
similar to your response.

Note 7.  Accin Transaction, page 54

3. We note your response to prior comment 11 in our letter dated April 15, 2009.
Please address the following comments to  help us understand your accounting for
the transaction:

· Please tell us the basis for the “neg otiated value of Accelerated” of $10
million.  Discuss whether there were a ny valuations performed to support the
negotiated value of the business.

· Please tell us the nature of the comm on ownership between Accin and Cardo.
That is, discuss whether Cardo and Accin are under common control.

· Discuss the business reasons for distributing the $3.75 million to Accin commensurate with the formation of A ccelerated.  Discuss why the option to

Mr. Romine
Cardo Medical, Inc.
June 26, 2009 Page 3
purchase the remaining interests in Accelerated was valued at $3.75 million
(37.5% of the negotiated va lue of the company).

Acquisition of Non-Controll ing Interests, page 55

4. We see the discussion of your subsidia ries Uni Knee LLC and Cervical Xpand
LLC and the acquisition of the minority in terests during 2008.  Please tell us who
the joint venture partner was for Uni and Cervical, including whether they were a
related party and/or under common control.   Discuss when these joint ventures
were formed and how you recorded the formation.
5. Please tell us your accounting treatment fo r the acquisition of the non-controlling
interest in Accelerated a nd your basis in US GAAP for this accounting treatment.
If Accin and Cardo are under common control, tell us why th e acquisition of the
non-controlling interest should not be record ed at historical cost with any excess
of the purchase price over the transferors’ historical cost being recorded as a
capital transaction.  Refer to EITF  Issue 02-05 and 90-5,  SAB Topic 5G,
paragraph D11 – D12 of SFAS 141, and Technical Bulletin 85-5.
6. In addition, tell us how you determined  the $6.25 million purchase price and
explain the basis for assigning that value to  the non-controlling interest acquired.
Please also tell us how you determined the value of the intangible assets recorded,
including significant estimates and assumptions used, and why you believe that
the entire amount recorded is recoverable.

Form 10-Q for the fiscal quarter ended March 31, 2009

Condensed Consolidated Financial Statements

7. Please tell us how you have complied with the guidance in SFAS 160 with regard to the non-controlli ng interests outstanding at Ma rch 31, 2008 and for the three
months ended March 31, 2008.  Please note th at the presentation and disclosure
requirements of SFAS 160 should be app lied retrospectively for all periods
presented and impact the presentation of  non-controlling interests in the balance
sheet and statement of operations.  Refer to paragraphs 38 – 39 and A3 – A7 of SFAS 160.

Item 4.  Evaluation of Disclosure C ontrols and Procedures, page 20

8. We see that you provided management’s assessment of the effectiveness of your
internal controls over financial reporting as of March 31, 2009.  As we note that you are only required by Item 308 and 308( T) of Regulation S-K to provide
management's assessment of the effec tiveness of your internal control over

Mr. Romine
Cardo Medical, Inc.  June 26, 2009 Page 4
financial reporting as of the end of your mo st recent fiscal year , please tell us why
this was provided for the interim period and whether an assessment was performed as of March 31, 2009.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

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