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 1934

Date of Report (Date of earliest event reported): ~~November~~December 3022, 2011

NewCardio, Inc.
(Exact name of registrant as specified in charter)
Delaware	333-149166	20-1826789
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
103 Carnegie Center, Suite 300, Princeton NJ		05870
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:		(877) 332-4324
(877) 332-4324
Registrant’s telephone number, including area code:
N/A
(Former Name or Former Address, is Changed Since Last Report)

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

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

~~Written~~ . ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

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

~~Soliciting~~ . ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

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

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

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)

Resignation of Director. Effective ~~November~~December 3022, 2011, ~~James~~Robert AN. ~~Heisch~~Blair, a member of the Company’s Board of Directors, resigned from the Board and from his ~~positions~~position as a member of the ~~Audit~~Governance Committee ~~and the Compensation Committee~~.

Item 75.0103.

~~Regulation~~Amendments FDto ~~Disclosure~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective December 6, 2011, the Board of Directors appointed Mark W. Kroll, Ph.D., FACC, FHRS, a member of the Company’s Board of Directors, to serve on the Audit Committee and the Compensation Committee. Following such appointments, the members of the Audit Committee are Patrick Maguire, M.D., Ph.D. (~~Chair~~a), Michael E. Hanson and Dr. Kroll, and the members of the Compensation Committee are Mr. Hanson (Chair) and Dr. Kroll. The Board has determined that Dr. Maguire is an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K.

Amendment of Bylaws. Effective December 28, 2011, the Board of Directors amended Section 3.2 of the Company’s Bylaws to provide that the Board of Directors shall be not less than three (3) nor more than nine (9) members. Prior to the amendment, Section 3.2 provided that the Board of Directors shall be not less than five (5) nor more than nine (9) members. The size of the Board of Directors is currently five (5), following the resignation described in Item 5.02 above.

~~SIGNATURES~~Item 9.01.

~~Pursuant~~Financial toStatements ~~the~~and ~~requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	NEWCARDIO, INC.
	By:	/s/ Richard D. Brounstein
	Name:	Richard D. Brounstein
	Title:	Chief Financial Officer
Dated: December 6, 2011

(d)

3Exhibits.

Set forth below is a list of exhibits to this Current Report on Form 8-K:


Exhibit No.	Description
3.2	Amendment to Bylaws

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NEWCARDIO, INC.

Dated: December 29, 2011	By:	/s/ Richard D. Brounstein
	Name:	Richard D. Brounstein
	Title:	Chief Financial Officer

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