SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

         February 25, 2011

Via Facsimile and U.S. Mail
 Joshua B. Weingard Chief Legal Officer Cardo Medical, Inc. 7625 Hayvenhurst Avenue Suite 49 Van Nuys, California 91406
Re: Cardo Medical, Inc.
  Preliminary Information Statement on Schedule 14C
Filed January 31, 2011
  File No. 0-21419
Dear Mr. Weingard:
  We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is required, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  General

1. Please tell us your consideration of the need to  include the historical  financial statements
of Cardo Medical, Inc. and th e other information required by Item 14 of Schedule 14A.
Please also tell us why you have not include d pro forma financial information required by
Article 11 and Rule 8-05 of Regulation S-X reflecting the sale of the reconstructive
division.  We see that the preliminary informa tion statement was filed due to the sale or
transfer of a substantial pa rt of your assets.

Joshua B. Weingard
Cardo Medical, Inc. February 25, 2011 Page 2

 2. As a related matter, please note th at if financial statements as of a date on or after the date
a component of your business has been disposed of  or has been classified as held for sale
are required in a proxy statement, retrospectiv e reclassification of all prior periods to
report the results of that component in discont inued operations is required. Please refer to
FASB ASC 205-20 for guidance on reporting discontinued oper ations. In that regard,
please tell us how you considered that the historical financial statements of Cardo
Medical, Inc. to be included in the Schedul e 14C should be retroac tively reclassified to
show discontinued operations.
 Spine Division Sale, page 3

 3. Please tell us whether you plan to send anot her information statement with the material
information regarding the spine division sale 20 days before the spine division sale.  See
Rule 14c-2(b).  Cite all authority on whic h you rely, including any relevant authority
regarding whether applicable state law perm its you to consider a transaction approved by
shareholders when you have not determined  the terms of that transaction.

The Asset Sale, page 3

 4. Please expand the fourth bullet point on pages 3 and 9 and the secti on entitled “Use of
Proceeds” on page 4 to quantify the amount of proceeds to be pa id to each of your
officers and directors.  For example, are any of the proceeds to be used to pay accrued
salaries of your officers?  Also, please quan tify the amount of your pr oceeds to be paid to
other related parties.  For example, we note the disclosure on page 10 of your latest Form
10-Q that you issued a promisso ry note to the brother of your  chief executive officer.
 Structure of the Company Af ter the Asset Sale, page 5

 5. Please expand the appropriate section to disclose  who will be your officer s and directors:

 after the sale of your rec onstructive division; and

 after the sale of your spine division.

A Note about Forward-Looking Statements, page 6

 6. We note your reference to penny stock in your latest Form 10-K.  The safe harbor you
cite in the second sentence ex cludes penny stock issuers.  Please do not invoke a safe
harbor that is not applicable.

Joshua B. Weingard
Cardo Medical, Inc. February 25, 2011 Page 3

 Background of the Asset Sale, page 14

7. Please reconcile the disclosure in the penulti mate paragraph on page 14 regarding three
preliminary indications of interest with the disclosure in the first paragraph on page 15
regarding four preliminary indications of interest.
 8. Please expand the references on page 15 to your negotiations with Arth rex to disclose in
greater detail the negotiations that took place,  why the structure of the transaction was
changed and how the purchase price was dete rmined.  Include a description of the
negotiation of the agreements with affiliates.
9. Please tell us, with a view to disclosu re, whether the purchase price for only the
reconstructive division was greater than th e amounts in the indications of interest
mentioned in the third paragraph on page 15.
10. Please tell us, with a view to disclosure, wh ether you have begun to ne gotiate the sale of
your spine division with any of the three or four parties from whom you received
indications of interest  or otherwise.

Reasons for the Asset Sale and the Spine Division Sale, page 16

11. Please provide greater specificity regardi ng the reasons for the transactions.  For
example:
 When did you reduce your workforce?  By what amount?  Why?

 What led to the conclusion that  you are unable to raise funds?

 How did payments to related persons affect the decision?

 How did the “Special Factors” mentioned in  the next subsection affect your reasons
for the transactions?

Opinion of Inverness Advisors, page 24

12. Please clarify how Inverness’ January 12, 2011 analysis mentioned on page 15 differed
from the January 24 analysis.
13. Provide us a copy of all written materials that the financial advisor pr ovided to the board.

Joshua B. Weingard
Cardo Medical, Inc. February 25, 2011 Page 4

 14. We note the limitation on reliance by share holders in the last full paragraph on the
penultimate page of the opinion attached as Annex C.  The limitation should be deleted
because it is inconsistent with the disclo sures relating to the opinion.  Otherwise:

 Disclose the basis for the financial advisor’ s belief that shareholders cannot rely upon
the opinion to support any claims against the financial advisor aris ing under state law,
such as the inclusion of an express discla imer in the financial advisor’s engagement
letter with you.
 Describe any applicable state-law authority  regarding the availability of such a
potential defense.  In the absence of appli cable state-law authority, disclose that the
availability of such a defense will be resolved by a court of competent jurisdiction.
 Disclose that resolution of the question of th e availability of such a defense will have
no effect on the rights and responsibilities of  the board of direct ors under applicable
state law.
 Disclose that the availability of such a state-law defense to the financial advisor
would have no effect on the rights and respons ibilities of ei ther the financial advisor
or the board of directors under the federal securities laws.

15. We note the disclaimer in the first para graph on page 26 that Inverness assumed no
responsibility relating to the forecasts.  While it may be accep table to include qualifying
language concerning subjective an alyses, it is inappropriate to  disclaim responsibility for
statements made in the document.  Please revise.
16. We note your disclosure that Inverness us ed the projections provided by you in its
analyses.  Please provide us your analysis as to whether disclosure of the projections may
be material to a shareholder in evaluating your disclosure.

17. Refer to the last sentence of the penultimate paragraph on page 30. With a view toward
clarified disclosure, please tell us with specificity the nature of the services that Inverness and its affiliates have provi ded you, the dates of those services, the amount you paid for
those services, and the nature of any ag reement to provide future services.

18. We note the statement in the penultimate se ntence of the last full paragraph on the
penultimate page of Annex C regarding Inverne ss’ prior written consent.  If true, please
disclose that Inverness has consented to the use of the opinion in this document and to
your summary of the opinion as it appear s in your information statement.

Joshua B. Weingard
Cardo Medical, Inc. February 25, 2011 Page 5

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Exchange Act
of 1934 and all applicable Exchange Act ru les require.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Kristin Lochhead at ( 202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Tom Jones at (202) 551-3602 or me at (202)
551-3617 with any other questions.

       S i n c e r e l y ,
           R u s s e l l  M a n c u s o
Branch Chief