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corresp

Akerman Senterfitt

One Southeast Third Avenue

25th Floor

Miami, Florida 33131

Tel: 305.374.5600

Fax: 305.374.5095

April 11, 2011

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

    Re:

    Cardo Medical, Inc.

Revised Preliminary Information Statement on Schedule 14C

Filed March 9, 2011

File No. 0-21419

Dear Mr. Mancuso:

     On behalf of Cardo Medical, Inc. (the “Company”), we hereby respond to the Staff’s comment
letter, dated March 18, 2011, regarding the above-referenced revised preliminary information
statement on Schedule 14C. Please note that, for the Staff’s convenience, we have recited the
Staff’s comments in boldface type and provided our response to each comment immediately thereafter.
References to the “Revised Information Statement” used herein refer to the revised preliminary
information statement on Schedule 14C being filed in connection with this response letter.

    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 Regulation S-X reflecting the sale of the reconstructive division.

BOCA RATON      DALLAS      DENVER      FORT LAUDERDALE      JACKSONVILLE      LAS VEGAS      LOS ANGELES      MADISON      MIAMI      NAPLES

NEW
YORK      ORLANDO      PALM BEACH      TALLAHASSEE      TAMPA      TYSONS CORNER      WASHINGTON, D.C.      WEST PALM  BEACH

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

April 11, 2011

Page 2

    In response to the Staff’s comment, we have included the historical financial statements
on pages F-1 through F-21 of the Revised Information Statement and the other applicable
information relating to the Company required by Item 14 of Schedule 14A on pages 38-61
of the Revised Information Statement. We have also revised the disclosure on pages 59-61
of the Revised Information Statement to include the pro forma financial information
required by Article 11 and Rule 8-05 of Regulation S-X giving effect to the completed sale
of substantially all of the assets of the Spine Division and the pending sale of the
Reconstructive Division assets.

    2.

    As a related matter, we also reissue prior comment 2. Please note that 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, 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 Medical, Inc. to be included in the Schedule
14C should be retroactively reclassified to show discontinued operations.

    The Company’s historical financial statements for the years ended December 31, 2010 and
2009 that are included in the Revised Information Statement reflect the retrospective
reclassification of the appropriate prior periods to report the results of the
Reconstructive Division and the Spine Division in discontinued operations in accordance
with the guidance in FASB ASC 205-20.

    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 additional shareholder vote
after you establish the terms of the sale of the spine
division, and disclose the substance of the last sentence of your response to prior
comment 3.

    In response to the Staff’s comment, we have revised the disclosure on pages 5, 6, 8 and 13 of the
Revised Information Statement. In the Revised Information Statement, we have revised the
disclosure to reflect that we have closed the sale of substantially all of the Spine
Division assets. Subsequent to the Company’s filing of the initial preliminary
information statement on January 31, 2011 and the revised preliminary information
statement on March 9, 2011, the Company determined that it was in the best interests of
the Company to sell substantially all of the assets of the Spine Division before the
closing of the pending sale of the Reconstructive Division assets and that such sale did
not constitute a sale of substantially all of the Company’s assets overall. As a result,
the

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

April 11, 2011

Page 3

    Company determined that it was not required to obtain stockholder approval for the
sale of substantially all of the assets of the Spine Division. If the Company sells any
remaining assets after the sale of the Reconstructive Division assets that constitute all
or substantially all of the Company’s assets, the Company will seek the written consent of
a majority of its stockholders if required pursuant to state law, in which case the
Company will prepare and send a separate information statement to its stockholders
providing the material information and terms of any such sale at least 20 calendar days
before its consummation.

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.

    In response to the Staff’s comment, we have revised the disclosure on page 7 of the
Revised Information Statement to delete the reference to the safe harbor.

Background of the Asset Sale, page 15

    5.

    We note your response to prior comment 7.
Reconcile 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.

    In response to the Staff’s comment, we have revised the disclosure on page 16 of the
Revised Information Statement to clarify that the preliminary indications of interest
previously received that were referred to excluded that indication of interest which was
superseded by a specific proposal.

    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 disclose in greater detail the
negotiations that took place. For example, we note the following:

    •

    You continue to refer in the second paragraph 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 paragraph 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 Arthrex the terms and conditions.” However, you did not
expand the references to disclose in greater detail the negotiations that took place.
Please revise accordingly.

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

April 11, 2011

Page 4

    In response to the Staff’s comment, we have revised the
disclosure on pages 15-17 of the
Revised Information Statement to provide more detail on the negotiations that took place.
Specifically, we have clarified that the revised proposal submitted by Arthrex on December
22, 2010 was actually Arthrex’s first proposal after the preliminary indication of
interest submitted by it on November 29, 2010 and we have explained the principal manner
in which Arthrex’s proposal differed from Arthrex’s preliminary indication of interest.
We have also disclosed the principal subjects of our negotiations with Arthrex after the
December 23, 2010 Board of Directors meeting.

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 concerning the presentation on January 12, 2011.

    In response to the Staff’s comment, the written materials that were provided by Inverness to
the Board of Directors in connection with the January 12, 2011 meeting of the Board of
Directors have been provided by the Company to the Staff under separate cover on a
confidential and supplemental basis pursuant to Rule 12b-4 under the Exchange Act. In
accordance with such rules, we respectfully requested that these materials be returned to us
promptly following completion of the Staff’s review thereof. By separate letter, we also
requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R.
§200.83. Additionally, the Company is providing to the Staff under separate cover on a
confidential and supplemental basis pursuant to Rule 12b-4 under the Exchange act all other
written materials that Inverness provided to the Board. In accordance with such rules, we
respectfully request that these materials be returned to us promptly following completion of
the Staff’s review thereof. By separate letter, we also request confidential treatment of
these materials pursuant to the provisions of 17 C.F.R. §200.83.

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

April 11, 2011

Page 5

    We do not believe the written materials that were provided by Inverness to the Board of
Directors or the related presentation that Inverness made to the Board of Directors in
connection with the January 12, 2011 meeting of the Board of Directors are materially related
to the sale of the Reconstructive Division assets. Accordingly, we do not believe any
additional disclosure about the January 12, 2011 presentation is required by Item 14(b)(6) of
Schedule 14A and Item 1015(b) of Regulation M-A. The transaction analyzed in the January 12,
2011 materials and presentation was materially different from the transaction that was
ultimately approved by the Board of Directors and the January 12, 2011 materials and
presentation were not relied upon by the Board of Directors in deciding to approve the
transaction. The January 12, 2011 materials and presentation analyzed the sale of the
Reconstructive Division assets and the Spine Division assets on a combined basis, while the
pending transaction relates to the sale of the Reconstructive Division assets only.

    The January 12, 2011 materials and presentation did not include separate information on the
Reconstructive Division assets, such as a valuation of the Reconstructive Division assets on
a stand alone basis, that would be relevant to the transaction. If information from the
January 12, 2011 materials and presentation were included in the information statement, we
would be concerned that a stockholder would treat the information as germane to the pending
transaction when it is not and would therefore be misleading. Only the January 24, 2011
materials and presentation analyze the sale of the Reconstructive Division assets on a stand
alone basis, which is the pending transaction to which the Revised Information Statement
relates. Therefore, we do not believe an analysis of the Reconstructive Division assets and
the Spine Division assets on a combined basis to be material to the pending transaction in
this context. In light of the Staff’s comment, we have added
disclosure on pages 16-17 of
the Revised Information Statement to the effect that our Board of Directors did not rely on
the January 12, 2011 materials and presentation and have further clarified the differences
between the content of the January 12, 2011 and January 24, 2011 materials and presentations.

    Additionally, the January 12, 2011 materials and presentation are not material in the context
of the completed sale of substantially all of the Company’s Spine Division assets. The
completed sale of substantially all of the Company’s Spine Division assets was a different
transaction with a different purchaser for different consideration (which did not include a
royalty payment component) from the transaction analyzed in the January 12, 2011 materials
which analyzed the sale of the Reconstructive Division assets and the Spine Division assets
on a combined basis and included a royalty payment as part of the purchase price for the assets of both divisions. The January 12, 2011 materials and presentation were not relied upon by
the Board of Directors in deciding to approve and consummate the sale of substantially all of
the assets of the Spine Division.

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

April 11, 2011

Page 6

    We do not believe the additional written materials that were provided by Inverness to the
Board of Directors referenced above are materially related to the sale of the Reconstructive
Division assets. Accordingly, we do not believe any additional disclosure about these
materials is required by Item 14(b)(6) of Schedule 14A and Item 1015(b) of Regulation M-A.
These additional written materials provided to the Board were of an administrative nature,
updated the Board on the status of a potential transaction involving the Company’s assets or, in the case of the January 7, 2011 materials,
provided a royalty valuation analysis. The materials relating to the valuation analysis are
not materially related to the sale of the Reconstructive Division
assets for the same reasons discussed above in connection with the January 12, 2011
materials because the royalty valuation analysis was based on an analysis of the Reconstructive
Division assets and the Spine Division assets on a combined basis.

    8.

    We note your response to prior comment 14. However, the reference to the “letter is
solely for the information of the company’s Board of Directors in evaluating the
transaction” has not been deleted. Therefore, we reissue the comment.

    In response to the Staff’s comment, we have revised the fairness opinion attached as Annex
C to the Revised Information Statement to delete “solely” from the opinion language that
was cited in Comment #8. We believe the remaining language is a correct statement in that
the opinion letter was for the information of the Company’s Board of Directors. The
deletion eliminates any suggestion in the opinion that stockholders cannot rely on the
opinion.

Discontinued Cash Flow Analysis, page 32

    9.

    We note your response to prior comment
16. Please demonstrate whether
disclosure of the results reflected in
the financial 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.

    For the reasons described below, we do not believe disclosure of the results reflected in
the financial and operating forecasts to be material to stockholders in their evaluation
of the disclosure in this section. That notwithstanding, we have included summary
disclosure on page 30 of th