SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

          April 21, 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 April 11, 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.
 The Arthrex Asset Sale, page 3

 1. Given your disclosure on page 18 regarding re instatement of salaries, please disclose
here or under your “Use of Proceeds” di sclosure on page 5, as appropriate, the
amount of proceeds from the Arthrex and A ltus transactions that  will be used for
payments to affiliates.  In a subsequent  section of your docum ent after the Summary,
please disclose the amount to be paid to each affiliate.

Joshua B. Weingard
Cardo Medical, Inc. April 21, 2011 Page 2  Why Was There No Vote Required, page 8

 2. With a view toward clarified disclosu re, please tell us whether you obtained
shareholder vote for the Altus sale, even if  not required.  It is unclear whether you
used the shareholder vote regarding the spin e division that you mention at the bottom
of page 5 to engage in the Altus sale and, if so, how cl osing of the Altus sale was
consistent with Rule 14c-2(b).
 Background of the Asset Sale, page 15

 3. Please expand your response to prior co mment 6 to tell us why you have not
disclosed the “estimates, forecasts, plans and financial projections” mentioned in section 5.29 of the asse t purchase agreement.
 Information Statement, page 25

 4. We note the references in this section to  correspondence, comme nts, communications
and requests from the SEC; however, members of the staff issued the comment letters
to you.  Please revise to remove any im plication that the Commission itself has
reviewed your filing.  Likewise, given th at the SEC did not issue the comments on
your filing and does not clear your responses  to comments, please clarify how the
provisions of your amendment mentioned on page 26 will operate.  Your revised
disclosure should not contain any implication that the SEC or its staff has or will (1)
approve or disapprove of your filing or tran sactions or (2) pass upon the adequacy or
accuracy of your disclosure.
 Opinion of Inverness Advisors, page 28

 5. Regarding your response to prior comment 9:

 Please clarify the basis for your statement on page 30 that your forecasts reflected
the division’s performance “were it not to be  sold to Arthrex.”  In this regard, we
note the assumptions mentioned in the la st paragraph of your response to that
comment are not mentioned in your filing.

 Please tell us why your projections  on page 30 are only through 2013, yet
according to page 31, your advisor’s analysis was based on 20 years of
projections.

Joshua B. Weingard
Cardo Medical, Inc. April 21, 2011 Page 3  Discounted Cash Flow Analysis, page 34

 6. Please disclose the compensation to the fina ncial advisor in connection with the sale
of your spine division.
Results of Operations and Financial Condition, page 55

 7. We note that you discuss results of operations  of the consolidated entity, including the
Reconstructive Division and the Spine Divi sion which were reported as discontinued
operations in the audited financial statemen ts for 2009 and 2010.  Please tell us how
this presentation is appropriate under Item  303(a)(3) of Regulation S-K which states
that the discussion in this section should  be of reported income from continuing
operations.

Pro Forma Unaudited Consolidated Financial Information, page 59

 8. Please tell us why it is appr opriate under Article 11 of Re gulation S-X to present in
the pro forma balance sheet the use of proceeds from the asset sales to pay down outstanding notes payable.  The pro forma adjustments should only give effect to
events that are directly attributable
 to each specific transaction.

9. We see from page 59 that the purchase pric e for the Reconstructive Asset Sale will be
paid in cash on a quarterly basis for a term up to and including the 20th anniversary of
the closing date.  Please tell us why y ou present all cash as being received upon
closing in the pro form a balance sheet.

10. As a related matter, we note that $900,000 of the proceeds from the Reconstructive
Asset Sale will be placed in escrow.  Please tell us why you have not presented that
amount as restricted cash.
11. Regarding the pro forma statement of operations, we note that you present
discontinued operations.  Under Instruction 1 to Article 11 of Regulation S-X, the
historical statement of income used in th e pro forma financial information should not
report operations of a segment that has been  discontinued, extraordinary items, or the
cumulative effects of accounting changes. In this  regard, if the histor ical statements of
income include such items, only the portion of the income statement through "income from continuing operations" (or the appropriate  modification thereof) should be used
in preparing pro forma results.  Please revise as appropriate.

Joshua B. Weingard
Cardo Medical, Inc. April 21, 2011 Page 4  Financial Statements

 Report of Independent Registered Public Accounting Firm, page F-3

 12. We see that Stonefield Josephs on, Inc. audited your financia l statements for the year
ended December 31, 2009.  Please tell us who audited the reclassi fication adjustments
for discontinued operations that impacted the year ended December 31, 2009.  In
addition, tell us why the audit reports do not address the recl assification adjustments.
We refer you to the PCAOB Staff Questions and Answers related to Adjustments to
Prior-Period Financial Statements Audite d by a Predecessor Auditor dated June 9,
2006.
Consolidated Statement of Operations, page F-5

 13. Please revise to clarify if the loss from operations of disconti nued Reconstructive and
Spine Divisions is net of applicab le income taxes (benefit).

14. Please revise to also disclose net loss pe r share from continuing operations.  Refer to
FASB ASC 260-10-50.
 Note 1. Discontinued Operations, page F-8

15. We reference the statement that you do not expect any continuing cash flows to be
generated from the discontinued operations.  Pl ease reconcile that statement with the
previous disclosure on page 59 that you exp ect to receive 5% royalty of future net
sales of the reconstructive products fo r 20 years after the closing date.
 Subsequent Events, page F-20

 16. Please tell us how you considered disclosing th e sale of the Spine Division that closed
on April 4, 2011 as a subsequent event.  We  see that the sale occurred before the
financial statements were reissued in the Schedule 14C.  Refer to FASB ASC 855-10-
50-2.   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. April 21, 2011 Page 5   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