8-K

PDF format as a courtesy.

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

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1, 2010

Cardo Medical, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-21419	23-2753988
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

9701 Wilshire Blvd., Suite 1100
Beverly Hills, California    90212
(Address of Principal Executive Offices Including Zip Code)

(310) 274-2036
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01.    Changes in Registrant's Certifying Accountant.

On October 1, 2010, Cardo Medical, Inc.'s (the "Company"), independent registered public accounting firm, Stonefield Josephson, Inc. ("Stonefield"), combined its practice with Marcum LLP (the "Merger") and began practicing in California and Hong Kong as "MarcumStonefield, a division of Marcum LLP" ("MarcumStonefield"). Accordingly, effective October 1 2010, Stonefield effectively resigned as the Company's independent registered public accounting firm and MarcumStonefield became the Company's independent registered public accounting firm. This change in the Company's independent registered public accounting firm was approved by the Audit Committee of the Company's Board of Directors on October 6, 2010.

The principal accountant's reports of Stonefield on the financial statements of the Company as of and for the years ended December 31, 2009 and 2008 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for the year ended December 31, 2009 dated March 31, 2010 contained an explanatory paragraph stating that: "The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has losses from operations, negative cash flows from operations, an accumulated deficit and limited cash to fund future operations. These matters, among others, raise a substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence."

During the years ended December 31, 2009 and 2008 and through the effective date of the Merger, there were no disagreements with Stonefield on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Stonefield's satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the years ended December 31, 2009 and 2008 and through October 1, 2010, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

During the years ended December 31, 2009 and 2008 and through October 1, 2010, the effective date of the Merger, the Company did not consult with Marcum LLP or MarcumStonefield with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Stonefield with a copy of the foregoing disclosure and requested Stonefield to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated October 7, 2010, furnished by MarcumStonefield as successor to Stonefield, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

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Item 5.02    Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2010, Joseph Loggia provided notice to the Company that he would be resigning from the Board of Directors effective immediately. At the time of his resignation, Mr. Loggia served as a member of the Board's Audit Committee and Compensation Committee.

Item 8.01.    Other Events.

On October 7, 2010, Cardo Medical, Inc. issued a press release related to the layoff of certain employees and certain other events. A copy of the press release is attached as Exhibit 99.1.

Item 9.01.    Financial Statement and Exhibits.

(d) Exhibits

16.1   Letter to the SEC from Stonefield, dated October 7, 2010.
99.1   Press Release dated October 7, 2010.

SIGNATURES

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.

CARDO MEDICAL, INC.

Date: October 7, 2010 By:   /s/ Andrew A. Brooks

       Andrew A. Brooks

       Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number		Description
16.1		Letter to the SEC from Stonefield, dated October 7, 2010.      Also provided in PDF format as a courtesy.
99.1		Press Release dated October 7, 2010.      Also provided in PDF format as a courtesy.

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EX-16.1 3 exh16-1.htm LETTER

Exhibit 16.1

October 7, 2010

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

We have read Item 4.01 included in the Form 8-K of Cardo Medical, Inc. dated October 7, 2010 to be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree to disagree with other statements of Cardo Medical, Inc. contained therein.

/s/ Stonefield Josephson, Inc.
Stonefield Josephson, Inc.

/s/ Stonefield Josephson, Inc.

EX-16.1

October 7, 2010 8K Exhibit 16.1

EX-99.1

Exhibit 99.1

Cardo Medical, Inc. Announces Layoffs

LOS ANGELES, October 7, 2010 /Globe Newswire/ -- Cardo Medical, Inc. (OTCBB: CDOM), an orthopedic medical device company based in Beverly Hills, California, announced today that it terminated 15 of its 30 employees in varying functions and that its Chief Executive Officer, Andrew Brooks, M.D. and President and Chief Operating Officer, Michael Kvitnitsky have agreed to forego their salaries for the foreseeable future. The Company undertook these actions to reduce its operating costs and preserve cash while it continues to seek alternative sources of capital or some other type of restructuring. Most recently, the Company had been seeking funding through a private placement, but was unsuccessful. While these actions are expected to result in substantial salary, fringe benefit and other cost savings going forward, the reduction in staff will result in a scaled-back level of operations and decreases in net sales going forward.

Dr. Brooks commented, "As previously disclosed in our public filings, the Company has been exploring ways to raise additional capital during 2010 and unfortunately, to date we have been unsuccessful. We deeply regret that we have had to terminate so many of our talented employees. At this time, we continue to seek alternative sources of capital, including the selling of some or all of the Company's assets, as well as looking to enter into strategic alliances. In the event we are unable to raise additional funds, we may have to terminate additional employees, further scale back or cease operations and seek other strategic or liquidity alternatives. A special committee will be appointed by the board of directors to explore these alternatives."

About Cardo Medical, Inc.

Cardo Medical, Inc. (OTCBB: CDOM) is an orthopedic medical device company specializing in designing, developing and marketing high performance reconstructive joint devices and spinal surgical devices. Reconstructive joint devices are used to replace knee, hip and other joints that have deteriorated through disease or injury. Spinal surgical devices involve products to stabilize the spine for fusion and reconstructive procedures. Within these areas, we are focused on developing surgical devices, instrumentation and techniques that will enable surgeons to move what are typically inpatient surgical procedures to the outpatient world. We commercialize our reconstructive joint devices through our Reconstructive division and our spine devices through our Spine division. We are committed to exceeding the standards by which any device company is judged. Please visit our website at www.cardomedical.com for more information on our complete portfolio of Reconstructive and spine devices.

This press release contains "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), regarding the Company's financial condition, product development efforts and other non-historical facts about expectations, beliefs or intentions regarding Cardo Medical's business, technologies and products, financial condition, strategies or prospects. Many factors could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission, whether we are able to raise additional funds on acceptable terms or at all, the effects on our operations and financial results of reducing our workforce in our sales and marketing functions, the amount and timing of expenses associated with our workforce reduction, whether we may have to lay off

additional employees, whether we may have to further scale back or cease our operations, and whether we are able to identify and successfully consummate any strategic or liquidity alternatives. In addition, forward-looking statements also may be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. Cardo Medical's forward looking statements speak only as the date of this press release or when made and Cardo Medical does not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

CONTACT: Cardo Medical, Inc.
973-777-8832
www.cardomedical.com