SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        March 18, 2011  Joshua B. Weingard Chief Legal Officer Cardo Medical, Inc. 7625 Hayvenhurst Avenue Suite 49 Van Nuys, California 91406
Re: Cardo Medical, Inc.
  Revised Preliminary Informat ion Statement on Schedule 14C
Filed March 9, 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. We reference the letter from the Division of Corporation Finance Chief Accountant’s
Office dated March 14, 2011.  As previously requested, please revise to include the
historical financial statements  of Cardo Medical, Inc. and the other information required
by Item 14 of Schedule 14A.  Please also include pro forma financial information
required by Article 11 and Rule 8-05 of Re gulation S-X reflecting the sale of the
reconstructive division.

2. As a related matter, we also reissue prio r comment 2.  Please note that if financial
statements as of a date on or after the date a component  of your business has been

Joshua B. Weingard
Cardo Medical, Inc. March 18, 2011 Page 2
disposed of or has been clas sified as held for sale are required in a proxy statement,
retrospective reclassification of all prior periods  to report the results of that component in
discontinued operations is required. Please refer to FASB ASC 205-20 for guidance on
reporting discontinued operations . In that regard, please tell  us how you considered that
the historical financial statements of Cardo Me dical, Inc. to be included in the Schedule
14C should be retroactively reclassifi ed to show discontinued operations.

3. We note your response to prior comment 3; however, if your affiliated shareholders
approved a sale, you should inform investors of that development in the information statement.  Also clarify whether applicable state law requires additi onal shareholder vote
after you establish the te rms of the sale of the spine divi sion, and disclose the substance
of the last sentence of your response to prior comment 3.

A Note about Forward-Looking Statements, page 7

 4. Please expand your response to prior comment 6 to address your financial information as
of September 30, 2010.
 Background of the Asset Sale, page 15

 5. We note your response to prior comment 7.   R econcile the disclosure  in the penultimate
paragraph on page 15 that a fourth prospective purchaser submitted “a preliminary
indication of interest” on December 3, 2010 with  the disclosure in the third paragraph on
page 16 about “one preliminary indication of interest” received on December 21, 2010
and “three preliminary indications of  interest” previously received.
 6. We note your response to prior comment 8;  however, it does not appear that you
expanded the references to your negotiations with Arthrex to di sclose in greater detail the
negotiations that took place.  For ex ample, we note the following:
 You continue to refer in the second pa ragraph on page 16 to Arthrex submitting a
“revised proposal” on December 22, 2010; however, you do not mention any other proposals from Arthrex before that  date.   Please clarify when Arthrex
submitted proposals before December 22, 2010 and disclose the material revisions in the submitted proposals.
 You continue to disclose in the third para graph on page 16 that the board “decided
to continue negotiations with  Arthrex” and in the fourth  paragraph on page 16 that
you “continued to negotiate with Arthre x the terms and conditions.” However,
you did not expand the references  to disclose in greater de tail the negotiations that
took place.  Please revise accordingly.

Joshua B. Weingard
Cardo Medical, Inc. March 18, 2011 Page 3  Opinion of Inverness Advisors, page 27

 7. Regarding your response to prior comment 13:
 Ensure that you have provided us a copy of all written materials that the financial
advisor presented to the board.  We note the disclosure in the seventh paragraph
on page 16 that the financial advisor made  a presentation to the board on January
12, 2011; however, it does not appear that you provided us a copy of any
materials presented to the board  on that day.  Please advise.
 Provide the disclosure required by Item  14(b)(6) of Schedule 14A and Item
1015(b) of Regulation M-A concerni ng the presentation on January 12, 2011.

8. We note your response to prior comment 14.  Ho wever, the reference to the “letter is
solely for the information of the compa ny’s Board of Directors in evaluating the
transaction” has not been deleted.  Therefore, we reissue the comment.
 Discounted Cash Flow Analysis, page 32

 9. We note your response to prior comment 16.  Pl ease demonstrate whet her disclosure of
the results reflected in the fina ncial and operating forecasts, to the extent they are not in
line with historic operating trends , is material to shareholders to evaluate your disclosure
in this section.
 Voting Securities and Principal Holders Thereof, page 34

10. Please tell us why you did not update this di sclosure.  In your re sponse, address (1)
whether the identified security holders acquired or disposed of shares since the date of the
table and (2) the filing date of the Form 4 reflecting the ownership information disclosed
in your table.

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 Exchan ge Act rules require.   Since the company
and its management are in possession of all fact s relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Joshua B. Weingard
Cardo Medical, Inc. March 18, 2011 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 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

  cc (via fax): Esther L. Moreno, Esq.