##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 2)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    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.
  Delaware
    
    23-2753988(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 7625
Hayvenhurst Avenue, Suite #49, Van Nuys, CA 91406
  (818) 780-6677
 None
  Common Stock, $0.001 par value per share
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



CARDO MEDICAL, INC.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2010
  
 TABLE OF CONTENTS
 PageExplanatory Note
    
    
    1Part IIItem 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    1Item 8. Financial Statements and Supplementary Data
    
    
    8Part IVItem 15. Exhibits, Financial Statement Schedules
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
  i




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##### Table of Contents



Explanatory Note
   
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Overview
   1




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Critical Accounting Policies and Estimates
  Use of Estimates
  Discontinued Operations
    2




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(In thousands)
    
    2010
    
    
    2009Inventories
    
    $
    2,990
    
    
    $
    3,256Property and equipment
    
    
    1,775
    
    
    
    1,228Intangible assets
    
    
    
    
    
    
    4,353$
    4,765
    
    
    $
    8,837
  Revenue Recognition
   Goodwill and Other Intangible Assets
  Goodwill and Long-Lived Assets Impairment
   3




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Property and Equipment
   Share Based Payment
  Income Taxes
   Inventory
  4




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Recent Accounting Pronouncements
 Improvement to Financial Reporting by Enterprises
Involved with Variable Interest Entities Topic
 Fair Value Measurements and Disclosures Topic Improving Disclosures About Fair Value Measurements .
 Revenue Recognition for Multiple-Deliverable
Revenue Arrangements Topic
 Results of Operations and Financial Condition for the Year Ended December 31, 2010 as Compared to
the Year Ended December 31, 2009
  5




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Years EndedDecember 31,(In thousands)
    
    2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeNet sales
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    0.0
    %Cost of sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.0
    %Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.0
    %General and administrative expenses
    
    
    583
    
    
    
    550
    
    
    
    33
    
    
    
    6.0
    %Loss from operations
    
    
    (583
    )
    
    
    (550
    )
    
    
    (33
    )
    
    
    6.0
    %Interest income, net
    
    
    27
    
    
    
    24
    
    
    
    3
    
    
    
    12.5
    %Loss from continuing operations before income tax provision
    
    
    (556
    )
    
    
    (526
    )
    
    
    (30
    )
    
    
    5.7
    %Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.0
    %Loss from continuing operations
    
    
    (556
    )
    
    
    (526
    )
    
    
    (30
    )
    
    
    5.7
    %Discontinued operations (Note 1), net of income taxesLoss from operations of discontinued Reconstructive andSpine Divisions
    
    
    (10,953
    )
    
    
    (4,552
    )
    
    
    (6,401
    )
    
    
    140.6
    %Net loss
    
    
    (11,509
    )
    
    
    (5,078
    )
    
    
    (6,431
    )
    
    
    126.6
    %
 General and Administrative Expenses
  Interest Income (Expense)
  Liquidity and Capital Resources
    6




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Off-Balance Sheet Arrangements
  Contractual Obligations
  (In thousands)2011
    
    $
    982012
    
    
    66$
    164
 Forward Looking Statements
  7




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Item 8. Financial Statements and Supplementary Data
 Cardo Medical, Inc.
 For the Years Ended December 31, 2010 and 2009
 Documents filed as part of this Amendment No. 2 to the Annual Report on Form 10-K:Reports of Independent Registered Accounting Firm for the years ended December 31, 2010 and 2009

9Financial StatementsConsolidated Balance Sheets at December 31, 2010 and 2009

11Consolidated Statements of Operations for the years ended December 31, 2010 and 2009

12Consolidated Statements of Stockholders Equity for the years ended December 31, 2010 and 2009

13Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009

14Notes to Consolidated Financial Statements

15
 8




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Report of Independent Registered Public Accounting Firm
 
       
 9




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 10




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CARDO
MEDICAL, INC.
 
 CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)
 December 31,2010
    
    
    2009AssetsCurrent assetsCash
    
    $
    127
    
    
    $
    4,973Accounts receivable, net of allowance for doubtful accounts of $51 and $0,
respectively
    
    
    413
    
    
    
    307Prepaid expenses and other current assets
    
    
    99
    
    
    
    65Total current assets
    
    
    639
    
    
    
    5,345Assets held for sale
    
    
    4,765
    
    
    
    8,837Goodwill
    
    
    
    
    
    
    1,233Deposits
    
    
    31
    
    
    
    173Total assets
    
    $
    5,435
    
    
    $
    15,588Liabilities
and Stockholders EquityCurrent liabilitiesAccounts payable and accrued expenses
    
    $
    1,656
    
    
    $
    851Note payable  related party
    
    
    300
    
    
    
    Note payable
    
    
    200
    
    
    
    Total liabilities
    
    
    2,156
    
    
    
    851Stockholders equityCommon stock, $0.001 par value, 750,000,000 shares authorized,
230,293,141 issued and outstanding as of December 31, 2010 and 2009
    
    
    230
    
    
    
    230Additional paid-in capital
    
    
    25,773
    
    
    
    25,722Note receivable from stockholder
    
    
    (50
    )
    
    
    (50
    )Accumulated deficit
    
    
    (22,674
    )
    
    
    (11,165
    )Total stockholders equity
    
    
    3,279
    
    
    
    14,737Total liabilities and stockholders equity
    
    $
    5,435
    
    
    $
    15,588
  11




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CARDO
MEDICAL, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share amounts)
 Years EndedDecember 31,2010
    
    
    2009Net sales
    
    $
    
    
    
    $
    Cost of sales
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    General and administrative expenses
    
    
    583
    
    
    
    550Loss from operations
    
    
    (583
    )
    
    
    (550
    )Interest income, net
    
    
    27
    
    
    
    24Loss from continuing operations before income tax provision
    
    
    (556
    )
    
    
    (526
    )Provision for income taxes
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (556
    )
    
    
    (526
    )Discontinued operations (Note 1)Loss from operations of discontinued Reconstructive and Spine Divisions,
    
    
    (10,953
    )
    
    
    (4,552
    )net of income taxes
    
    $
    (11,509
    )
    
    $
    (5,078
    )Net LossNet loss per share:Basic and dilutedContinuing operations
    
    $
    (0.00
    )
    
    $
    (0.00
    )Discontinued operations
    
    $
    (0.05
    )
    
    $
    (0.02
    )Total
    
    $
    (0.05
    )
    
    $
    (0.02
    )Weighted average shares outstanding:Basic and diluted
    
    
    230,293,141
    
    
    
    207,455,258
  12




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##### Table of Contents



CARDO
MEDICAL, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands, except share amounts)
 NoteAdditional
    
    
    ReceivableCommon Stock
    
    
    Paid-in
    
    
    from
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Stockholder
    
    
    Deficit
    
    
    TotalBalance, December 31, 2008
    
    
    203,360,271
    
    
    $
    203
    
    
    $
    16,631
    
    
    $
    (50
    )
    
    $
    (6,087
    )
    
    $
    10,697Issuance of common
stock for private
placements
    
    
    26,932,870
    
    
    
    27
    
    
    
    8,984
    
    
    
    
    
    
    
    
    
    
    
    9,011Fair value of vested
stock option grants
    
    
    
    
    
    
    
    
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    107Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,078
    )
    
    
    (5,078
    )Balance, December 31, 2009
    
    
    230,293,141
    
    
    
    230
    
    
    
    25,722
    
    
    
    (50
    )
    
    
    (11,165
    )
    
    
    14,737Fair value of vested
stock option grants
    
    
    
    
    
    
    
    
    
    
    51
    
    
    
    
    
    
    
    
    
    
    
    51Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,509
    )
    
    
    (11,509
    )Balance, December 31, 2010
    
    
    230,293,141
    
    
    $
    230
    
    
    $
    25,773
    
    
    $
    (50
    )
    
    $
    (22,674
    )
    
    $
    3,279
  13




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CARDO
MEDICAL, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
 Years EndedDecember 31,2010
    
    
    2009Cash flows from operating activitiesNet loss
    
    $
    (11,509
    )
    
    $
    (5,078
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    967
    
    
    
    1,207Stock option compensation
    
    
    51
    
    
    
    107Impairment charges
    
    
    5,283
    
    
    
    Inventory reserve
    
    
    1,620
    
    
    
    Provision for allowance for doubtful accounts
    
    
    51
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (157
    )
    
    
    (121
    )Inventories
    
    
    (1,354
    )
    
    
    (1,013
    )Prepaid expenses and other current assets
    
    
    (34
    )
    
    
    42Accounts payable and accrued expenses
    
    
    805
    
    
    
    73Net cash used in operating activities
    
    
    (4,277
    )
    
    
    (4,783
    )Cash flows from investing activitiesPurchases of property and equipment
    
    
    (1,069
    )
    
    
    (1,018
    )Acquisition of Vertebron, Inc. assets
    
    
    
    
    
    
    (1,300
    )Increase in deposits and other assets
    
    
    
    
    
    
    (32
    )Net cash used in investing activities
    
    
    (1,069
    )
    
    
    (2,350
    )Cash flows from financing activitiesProceeds from private placements, net of issuance costs
    
    
    
    
    
    
    9,011Proceeds from notes payable
    
    
    500
    
    
    
    Net cash provided by financing activities
    
    
    500
    
    
    
    9,011Net change in cash
    
    
    (4,846
    )
    
    
    1,878Cash, beginning of year
    
    
    4,973
    
    
    
    3,095Cash, end of year
    
    $
    127
    
    
    $
    4,973Supplemental disclosure of cash flow information:Interest paid
    
    $
    4
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    Supplemental disclosure of non-cash investing and financing activities:Asset acquisition (See Note 4):Assets acquired
    
    $
    
    
    
    $
    1,300Cash consideration for assets acquired
    
    $
    
    
    
    $
    1,300
  14




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CARDO
MEDICAL, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis of Presentation
  Principles of Consolidation
  Discontinued Operations
     15




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(In thousands)
    
    2010
    
    
    2009Inventories
    
    $
    2,990
    
    
    $
    3,256Property and equipment
    
    
    1,775
    
    
    
    1,228Intangible assets
    
    
    
    
    
    
    4,353$
    4,765
    
    
    $
    8,837
  Managements Plan
   
    
    terminated over half of the Companys employees;
    
    had the Companys Chief Executive Officer and President forgo their salaries;
    
    reduced office space by not renewing the corporate headquarters facility lease;
    
    scaled back research and development activities;
    
    deferred manufacturing of inventories required to build additional base-level implant
banks; and
    
    engaged an investment adviser to assist it in seeking alternative sources of capital;
including selling of some or all of the Companys assets and other strategic alternatives.
   Use of Estimates
  16




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Cash and Cash Equivalents
  Accounts Receivable
  Inventory
    Property and Equipment
    17




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##### Table of Contents



Goodwill and Other Intangible Assets
   Goodwill and Long-Lived Assets Impairment
    Other Assets
  18




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##### Table of Contents



Fair Value of Financial Instruments
  Share-Based Payment
  Revenue Recognition
   Shipping and Handling Costs
  Advertising Costs
  Research and Development Costs
  Income Taxes
  19




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##### Table of Contents



Net Loss Per Share
  Concentrations and Other Risks
   Comprehensive Loss
  Reclassifications
  Recent Accounting Pronouncements
 Improvement to Financial Reporting by Enterprises
Involved with Variable Interest Entities Topic
 Fair Value Measurements and Disclosures Topic Improving Disclosures About Fair Value Measurements .
 Revenue Recognition for Multiple-Deliverable
Revenue Arrangements Topic
 20




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##### Table of Contents



2. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  (In thousands)
    
    2010
    
    
    2009Accounts payable
    
    $
    1,299
    
    
    $
    488Accrued commissions
    
    
    49
    
    
    
    97Accrued vacation
    
    
    41
    
    
    
    73Accrued professional fees
    
    
    70
    
    
    
    70Accrued payroll
    
    
    75
    
    
    
    34Accrued interest
    
    
    10
    
    
    
    Other accrued expenses
    
    
    112
    
    
    
    89$
    1,656
    
    
    $
    851
 3. PROMISSORY NOTES PAYABLE
    4. VERTEBRON TRANSACTION
    21




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##### Table of Contents



5. STOCKHOLDERS EQUITY
       6. INCOME TAXES
  (In thousands)
    
    2010
    
    
    2009Statuatory federal income tax rate
    
    
    34
    %
    
    
    34
    %State taxes, net of federal benefit
    
    
    6
    %
    
    
    6
    %Permanent differences
    
    
    -1
    %
    
    
    3
    %Change in valuation allowance
    
    
    -39
    %
    
    
    -43
    %0
    %
    
    
    0
    %
  22




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(In thousands)
    


    2010
    
    
    2009Net operating loss carryforwards
    
    $
    5,443
    
    
    $
    3,574State income taxes
    
    
    (606
    )
    
    
    (265
    )Impairment charges
    
    
    2,263
    
    
    
    Allowance for doubful accounts
    
    
    22
    
    
    
    Inventory reserve
    
    
    694
    
    
    
    Depreciation and amortization
    
    
    169
    
    
    
    188Non-qualified stock options
    
    
    68
    
    
    
    46Other
    
    
    
    
    
    
    6Total, net
    
    
    8,053
    
    
    
    3,549Valuation allowance
    
    
    (8,053
    )
    
    
    (3,549
    )Deferred tax assets, net
    
    $
    
    
    
    $
    
       7. SHARE BASED PAYMENT
   23




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Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Life (Years)
    
    
    ValueOutstanding at December 31, 2008
    
    
    2,398,400
    
    
    $
    0.23
    
    
    
    9.67
    
    
    $
    Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (362,400
    )
    
    $
    0.23
    
    
    
    8.90
    
    
    
    Outstanding at December 31, 2009
    
    
    2,036,000
    
    
    $
    0.23
    
    
    
    8.67
    
    
    $
    Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (74,600
    )
    
    
    0.23
    
    
    
    8.56
    
    
    
    Outstanding at December 31, 2010
    
    
    1,961,400
    
    
    $
    0.23
    
    
    
    7.67
    
    
    $
    Vested and expected to vest
at December 31, 2010
    
    
    1,369,560
    
    
    $
    0.23
    
    
    
    7.67
    
    
    $
    Exercisable at December 31, 2010
    
    
    784,560
    
    
    $
    0.23
    
    
    
    7.67
    
    
    $
    
   24




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8. LEASE COMMITMENTS
  (In thousands)2011
    
    $
    982012
    
    
    66$
    164
  9. SEGMENT INFORMATION
      25




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##### Table of Contents



Reconstructive
    
    
    Spine
    
    
    
    
    
    
    Discontinued(In thousands)
    
    Division
    
    
    Division
    
    
    Corporate
    
    
    Operations
    
    
    TotalYear Ended December 31, 2010Net sales
    
    $
    2,208
    
    
    $
    1,104
    
    
    $
    
    
    
    $
    (3,312
    )
    
    $
    Total cost of sales and operating expenses
    
    
    6,310
    
    
    
    1,297
    
    
    
    6,274
    
    
    
    (13,298
    )
    
    
    583Depreciation and amortization
    
    
    916
    
    
    
    10
    
    
    
    41
    
    
    
    (967
    )
    
    
    Interest income, net
    
    
    
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    27Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,953
    )
    
    
    (10,953
    )Net income (loss)
    
    $
    (5,018
    )
    
    $
    (203
    )
    
    $
    (6,288
    )
    
    $
    
    
    
    $
    (11,509
    )Property and equipment acquisitions
    
    $
    806
    
    
    $
    134
    
    
    $
    129
    
    
    $
    
    
    
    $
    1,069Goodwill
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total assets
    
    $
    4,212
    
    
    $
    750
    
    
    $
    473
    
    
    $
    
    
    
    $
    5,435Year Ended December 31, 2009Net sales
    
    $
    1,540
    
    
    $
    329
    
    
    $
    
    
    
    $
    (1,869
    )
    
    $
    Total cost of sales and operating expenses
    
    
    326
    
    
    
    54
    
    
    
    5,384
    
    
    
    (5,214
    )
    
    
    550Depreciation and amortization
    
    
    1,164
    
    
    
    7
    
    
    
    36
    
    
    
    (1,207
    )
    
    
    Interest expense, net
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    24Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,552
    )
    
    
    (4,552
    )Net income (loss)
    
    $
    50
    
    
    $
    268
    
    
    $
    (5,396
    )
    
    $
    
    
    
    $
    (5,078
    )Property and equipment acquisitions
    
    $
    932
    
    
    $
    14
    
    
    $
    72
    
    
    $
    
    
    
    $
    1,018Goodwill
    
    $
    1,233
    
    
    $
    
    
    
    $
    
    
    
    $
    (1,233
    )
    
    $
    Total assets
    
    $
    8,815
    
    
    $
    1,574
    
    
    $
    5,199
    
    
    $
    
    
    
    $
    15,588
  10. SUBSEQUENT EVENTS
   26




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27




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PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules
  
    INDEX TO EXHIBITS
 Exhibit Number
    
    Description2.1(1)
    
    Merger Agreement and Plan of Reorganization, dated as of June 18,
2008, by and among clickNsettle.com, Inc., Cardo Medical, LLC and
Cardo Acquisition, LLC.2.2
    
    First Amendment to Merger Agreement and Plan of Reorganization, dated
as of August 29, 2008, by and among clickNsettle.com, Inc., Cardo
Medical, LLC and Cardo Acquisition, LLC.2.3(7)
    
    Asset Purchase Agreement, dated September 30, 2009, by and among Cardo
Medical, Inc. and Vertebron, Inc.2.4(9)
    
    Asset Purchase Agreement, dated January 24, 2011, by and among Cardo
Medical, Inc., Cardo Medical, LLC and Arthrex, Inc.2.5(10)
    
    First Amendment to Asset Purchase Agreement, effective March 18, 2011,
by and among Cardo Medical, Inc., Cardo Medical, LLC and Arthrex, Inc.3.1(2)
    
    Amended and Restated Certificate of Incorporation.3.2(3)
    
    Amended and Restated Bylaws.3.3(11)
    
    Certificate of Amendment of Amended and Restated Certificate of
Incorporation of clickNsettle.com, Inc.10.1
    
    Escrow Agreement, dated as of August 29, 2008, by and among Chicago
Title Company, clickNsettle.com, Inc., Andrew A. Brooks, M.D. and
Mikhail Kvitnitsky.10.2
    
    Form of Lockup Agreement.10.3
    
    Lockup Agreement, dated August 29, 2008, for Derrick Romine.
 28




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##### Table of Contents



Exhibit Number
    
    Description10.4(4)
    
    Amended and Restated 1996 Incentive and Nonqualified Stock Option Plan.10.5*
    
    Form of Cardo Medical, LLC Nonstatutory Option Agreement.10.6(5)
    
    Stock Purchase Agreement, dated as of December 19, 2007, by and among
clickNsettle.com, Inc., Frost Gamma Investments Trust, Dr. Jane Hsiao,
Steven D. Rubin and Subbarao Uppaluri.10.7(3)
    
    First Amendment to Stock Purchase Agreement, dated as of January 31,
2008, by and among clickNsettle.com, Inc., Frost Gamma Investments
Trust, Dr. Jane Hsiao, Steven D. Rubin and Subbarao Uppaluri.10.8*
    
    Employment Agreement, dated as of January 31, 2005, by and between
Accelerated Innovation, LLC, as successor to Accin Corporation, and
Mikhail Kvitnitsky.10.9*
    
    Amendment to Employment Agreement, dated as of June 6, 2008, by and
between Accelerated Innovation, LLC and Mikhail Kvitnitsky.10.10*
    
    Termination Agreement, effective as of June 23, 2008, by and between
Accelerated Innovation, LLC and Mikhail Kvitnitsky.10.11*
    
    Employment Offer Letter with Derrick Romine dated September 5, 2008.10.12
    
    Form of Indemnification Agreement for officers and directors.10.13
    
    Agreement, dated as of August 22, 2006, by and between Accelerated
Innovation, LLC, as successor to Accin Corporation, and Infinesse
Corporation.10.14
    
    Supplier Agreement, dated June 16, 2006, between Stelkast Company and
Accelerated Innovation, LLC, as successor to Accin.10.15
    
    Contracted Services Agreement, dated September 1, 2007, by and between
Accelerated Innovation, LLC and Summit Corporate Services, Inc.10.16
    
    Agreement dated April 30, 2008, by and among Mikhail Kvitnitsky and
Accelerated Innovation, LLC, Cervical Xpand, LLC and Uni-Knee, LLC.10.17
    
    Agreement dated April 30, 2008, by and among John D. Kuczynski,
Accelerated Innovation, LLC and Uni-Knee, LLC.10.18
    
    Agreement dated April 30, 2008, by and among Richard H. Rothman, M.D.,
Ph.D., Accelerated Innovation, LLC and Cervical Xpand, LLC.10.19
    
    Agreement dated April 30, 2008, by and among Todd J. Albert, M.D.,
Accelerated Innovation, LLC and Cervical Xpand, LLC.10.20
    
    Agreement dated April 28, 2008, by and among, Rafail Zubok,
Accelerated Innovation, LLC and Cervical Xpand, LLC.10.21(6)*
    
    Nonstatutory Option Agreement, dated August 27, 2008, by and between
Cardo Medical, LLC and Derrick Romine.10.22(8)
    
    Form of Registration Rights Agreement, dated October 27, 2009, by and
among Cardo Medical, Inc. and the several purchasers signatory
thereto.10.23(12)
    
    Cardo Medical, Inc. 2010 Equity Incentive Plan10.24(13)
    
    Secured Promissory Note by the Company in Favor of Jon Brooks, dated
November 2, 2010.
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##### Table of Contents



Exhibit Number
    
    Description10.25(13)
    
    Security Agreement between the Company and Jon Brooks, dated November
2, 2010.10.26(13)
    
    Secured Promissory Note by the Company in Favor of Earl Brien, dated
November 4, 2010.10.27(13)
    
    Security Agreement between the Company and Earl Brien, dated November
4, 2010.10.28(10)
    
    Secured Promissory Note by Cardo Medical, Inc. and Cardo Medical, LLC
in favor of Arthrex, Inc. dated March 18, 2011.21.1
    
    Subsidiaries of Cardo Medical, Inc.31.1#
    
    Certification of Chief Executive Officer31.2#
    
    Certification of Chief Financial Officer32.1#
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)
and Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and
(b) of Section 1350, Title 18, United States Code)32.2#
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)
and Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and
(b) of Section 1350, Title 18, United States Code)
 
 #
    
    Filed herewith.
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on September 9, 2008.
    
    Confidential treatment has been requested as to a portion of this exhibit. The confidential portion of this exhibit has been
omitted and filed separately with the Securities and Exchange Commission.*
    
    Management compensation plan or agreement.(1)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on June 23, 2008.(2)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on March 18, 2008.(3)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on February 1, 2008.(4)
    
    Previously filed as an exhibit to the Annual Report on Form 10-KSB filed by us on September 28, 1998.(5)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on December 21, 2007.(6)
    
    Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed by us on November 14, 2008.(7)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on October 6, 2009.(8)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on October 29, 2009.(9)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on January 27, 2011.(10)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on March 24, 2011.(11)
    
    Previoulsy filed as an Annex to the Information Statement on Schedule 14C filed by us on September 30, 2008.(12)
    
    Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed by us on August 12, 2010.(13)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on November 8, 2010.(14)
    
    Previously filed as an exhibit to the Amendment to the Current Report on Form 8-K/A filed by us on November 3, 2010.(15)
    
    Previously filed as an exhibit to the Current Report on Form 8-K filed by us on August 12, 2010. 30




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##### Table of Contents



SIGNATURES
  CARDO MEDICAL, INC..By:

/s/
Andrew A. BrooksAndrew A. BrooksChief Executive Officer

Date:           May 5, 2011  Signature
    
    Title
    
    Date/s/ Andrew A. Brooks
    
    Chairman of the Board and Chief Executive Officer
    
    May 5, 2011Andrew A. Brooks
    
    (Principal Executive Officer)/s/ Derrick Romine
    
    Chief Financial Officer
    
    May 5, 2011Derrick Romine
    
    (Principal Financial and Accounting Officer)/s/ Michael Kvitnitsky
    
    President, Chief Operating Officer and Director
    
    May 5, 2011Michael KvitnitskyDirector
    
    May __, 2011Stephen Liu/s/ Thomas H. Morgan
    
    Director
    
    May 5, 2011Thomas H. MorganDirector
    
    May __, 2011Ronald N. Richards/s/ Steven D. Rubin
    
    Director
    
    May 5, 2011Steven D. Rubin/s/ Subbarao Uppaluri
    
    Director
    
    May 5, 2011Subbarao Uppaluri
 31