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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
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UNITED STATES Form 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 0-21419
Cardo Medical, Inc.
8899 Beverly Boulevard, Suite 619
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
(Exact name of Registrant as Specified in its Charter)
Los Angeles, California 90048
(Address of Principal Executive Offices including Zip Code)
(310) 274-2036
N/A
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer ¨
|
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
As of September 30, 2008, 203,360,271 shares of the issuer's common stock, par value of $0.001 per share, were outstanding.
EXPLANATORY NOTE Cardo Medical, Inc. is filing this Amendment No. 2 to its Quarterly Report on Form 10-Q for the period
ended September 30, 2008, filed with the Securities and Exchange Commission (the "SEC") on November 14, 2008 (the "Original
Filing") and amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on March 30, 2009, to include certain language required
in the certifications of its chief executive officer and chief financial officer that was omitted previously. This Form 10-Q/A continues to
speak as of the date of the Original Filing, September 30, 2008. 1
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized. Date: May 14, 2009
YES ¨
NO x
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CARDO MEDICAL, INC. |
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By: |
/s/ Andrew Brooks |
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Andrew Brooks |
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Chief Executive Officer |
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By: |
/s/ Derrick Romine |
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Derrick Romine |
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Chief Financial Officer |
2
INDEX TO EXHIBITS
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M#M[NO8(`,*F2*H6\H!C=$L%K0^7PRTN1E3-ZSZ9(]6MJT:"<&G/"R!7W3?/B
M.2\2K@8:JT$SI*`AM\6"V@E:Y,%(F=8_26/NP6[.Z>RK<*6%QDP_==H.>FH@
M6*>!SQ;KQ1)ZLOIZPMUI=\H,XJ93?IU@O\O^,OP
M`R+(QT]R8ZLSD5W_"%WY3%=(KZI5?G]MRF\)PS4RQ")=U7Q4GL$H66VB@N6X
M6&<4U@0B!U_IIVEF9R*9H"@1G,ZF%I_+K3NU* GR``HBJ!3
MQBTFRFJBRA]4F7Z.W2".>DVEP[I0"YU=O9Z^,+T!B277I:/GKA>&4QRM:OC9
MF#AN\34BMJOJ%OW,\:[(-Y[=,4J7SRX7QR+/^Q`OZ7=5E`6A4H,YPJJ)"P,B
M*?9`*=?S!^P\Y1"+(S$98GPJ3L?ISL=3FNY:YQ3@&I&-LO-@@H;#P>8;,#1[
M3\%P[/`=XZ\!$X8S.IYYC,"*L=R@]?.I*,H.J\,I5A.VX9QU5(]<_/5J$@L]
MY"/N^C2:CUW7&C*``A?7^/H;6C[;I.6:E9]GK6O0\9*6Y=D74944+L)B;?U@
MW#YL.-4WW-'2=W`T*\1FVG'O)S5O@D[U-=;\:[#CH7_C$7>"E^APC&L0[`S^
M(PM^2+CG:.U+>/PBZUSFM";4PQ*!OU?LB5UO_JHY,NS,Z:T@Z#N"6WK`+>Y'
M[;FAFH]M=!SL_)>Q#T=4F)-UR??P^6/5-?$10/COD>;]!L[BQ?\6Z<7+_C<'
M%JAF6Z#R2Q+7=%9E58\$BI#@T#SV+1QMC%REHL%&3R/W[P[LI,43/#@>QV`:
M1RGU2[\<[0_ LK9DD!,<6'GD51P*\6*6Z:
M7%MW%62AR+2MUI9:B6J2?GV'E"4CCIW%71BD*7+..7-F9I(ZWAU\_.C=3*]G
MP.#3I\EL"H[W9 <22\'Q!Y]252F!;&-20M7XHM*T
M"P;.RII"1 :DT%_,\J)^
MX^RD@]\>?@_*$6Z.ON;31?48,>E.OV5O1_]DW>G5':CB+0R'DROPX$*!A>S`
MQ;O)U60ZSW$#?PX0J-7L$Q2*E>D@/(R,A]E!,;S)2X;U&)QT2*`,TC(B<:N+
M2=GC^D!9BKFC(>5_EP]QYURA#F3*'*5+*AHT#518DO`EX4M/`Z5>D;I*:2<4
M12B*4)19%0#B<9EWOLSS@O%7O(QY9SRZGF0]6)<7V4GV?G@74_*Y&,U'D^L/
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M%K?ST9>[7\_U/9[['TC^?&[S)SK]I&PKV]9O\XRE5A;(,ZWP,E+_ZU*31M[G
MEOH9R7_6AM[$\Y]:;$(^6[%]/^K'O ')E9@T*,"`Q-C$-
M"C`P,#`P,#`P,#`@-C4U,S4@9@T*,#`P,#`Q.#8X.2`P,#`P,"!N#0HP,#`P
M,#$X.30X(#`P,#`P(&X-"C`P,#`P,C`Y-#`@,#`P,#`@;@T*,#`P,#`R,3$U
M.2`P,#`P,"!N#0HP,#`P,#(Q.3DW(#`P,#`P(&X-"C`P,#`P,C(R-#,@,#`P
M,#`@;@T*,#`P,#`R,S$X."`P,#`P,"!N#0HP,#`P,#(S-#`W(#`P,#`P(&X-
M"C`P,#`P,C,Y.#4@,#`P,#`@;@T*,#`P,#`R-3 Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Andrew Brooks, certify that: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control over financial reporting; and2U(+U1Y<&4O1F]N=#X^#65N9&]B
M:@TQ-S,@,"!O8FH-/#PO3&5N9W1H(#(R-R]&:6QT97(O1FQA=&5$96-O9&4^
M/G-T
%LP(#`@-C$R(#
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 14, 2009 |
/s/ ANDREW A. BROOKS Andrew A. Brooks Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Derrick Romine, certify that:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 14, 2009 |
/s/ DERRICK ROMINE Derrick Romine Chief Financial Officer |
Cardo Medical, Inc.
8899 Beverly Boulevard, Suite 619
Los Angeles, California 90048
May 14, 2009
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, we are transmitting herewith the attached Form 10-Q/A for the quarter ended September 30, 2008.
Sincerely,
Cardo Medical, Inc.
Derrick Romine
Chief Financial Officer