SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

July 16, 2010

 VIA U.S. MAIL and FACSIMILE (310) 271-2632

 Derrick Romine Chief Financial Officer Cardo Medical, Inc.  9701 Wilshire Blvd., Suite 1100  Beverly Hills, CA    90212
 Re: Form 10-K for the fiscal year ended December 31, 2009
Filed September 29, 2008
Form 10-Q for the fiscal quarter ended March 31, 2010
File No.  000-21419

Dear Mr. Romine:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Derrick Romine
Cardo Medical, Inc.
July 16, 2010 Page 2   Form 10-K for the fiscal year ended December 31, 2009

1. Please demonstrate to us how you determined the aggregate market value of common equity held by non-affiliates disclosed here.  Show us all calculations.  Include in your response, at  a minimum: (1) the price of your common equity on
the last business day of your quarter ended June 30, 2009; (2) the number of shares outstanding on that date; and (3) the identities of each affiliate who held your common equity on that date and th e amount of common equity each affiliate
held.
 Item 1. Business, page 1

 Third-Party Reimbursement, page 12

2. Please tell us, and revise future filings to disclose, whether third-party payors currently reimburse healthcar e providers for procedures involving your products.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 35

Liquidity and Capital Resources, page 41

3. We reference the disclosure that one of your most significant us es of cash related
to the build-up of inventory.  In this regard, we see th at inventory significantly
increased from $942,000 at December 31, 2008 to $3.2 million at December 31,
2009.  Please tell us why inventory has substantially increased at December 31,
2009.  Future filings should include a discussion of the underlying reasons for and the impact of significant changes in fina ncial condition, includ ing investments in
inventory and capital expenditures. Refer to Item 303 of Regulation S-K.

4. As a related matter, please also tell us how you determined that none of your
inventory is impaired at December 31, 2009.
Consolidated Financial Statements

 Note 7.  Vertebron Transaction, page 54

5. We also see that the transaction to acqui re Vertebron did not meet the definition
of a business combination and was accounted  for as an asset purchase.  Please
provide the basis in the accounting lite rature for your accounting treatment and
tell us why the transaction does not repr esent the acquisition of a business which
should be accounted for under FASB ASC 805.

Derrick Romine
Cardo Medical, Inc.
July 16, 2010 Page 3
6. In this regard, we reference the st atement on page 5 that you acquired all
intellectual property rights owned by Vertebron.  Please tell us how you
determined the allocation of the purchase price and the reason this was allocated
entirely to inventory with no allocation to any intangible a
 Item 15.  Exhibits, Financial Statement Schedules, page 67

7. Given the disclosure on page 22 of th e registration statement on Form S-3 you
filed on February 8, 2010 about incorporati ng your future filings by reference, it
appears you were required to file your a uditor’s consent as an  exhibit to your
annual report on Form 10-K.  See Regulati on S-K Item 601(b)(23).  Please amend
your Form 10-K   accordingly or file that consent as an exhibit to an appropriate Exchange Act filing, as appropriate.

 Form 10-Q for the fiscal quarter ended March 31, 2010

 Condensed Consolidated Financial Statements

 Note 1.  Summary of Significant Accounting Policies, page 4

8. In future filings please provide a more substantive discussion of management’s
plan to continue to raise capital and ge nerate positive cash flows from operations,
including the related uncertainties and an ticipated cash requirements over the next
12 months.  You should also address your plans to address profitable operations.
The disclosure should include a viable plan  that would allow you to continue as a
going concern for at least 12 months following the date of the financial
statements.

9. In addition, please tell us how you consid ered the going concern matters in you
assessment of the recoverability of  goodwill and long-lived assets.

**********
 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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

Derrick Romine
Cardo Medical, Inc.  July 16, 2010 Page 4
In responding to our comments, please provi de a written 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  You may contact Kristin Lochhead at ( 202) 551-3664 or me at  (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.
If you have other questions, please contact  Louis Rambo at (202) 551-3289 or Geoff
Kruczek at (202) 551-3641.
Sincerely,

 Brian Cascio  Accounting Branch Chief
 Cc:  Joshua Weingar d, Chief Legal Officer