##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
  Odimo Incorporated
 (Exact name of registrant as specified in its charter)
 Delaware
    
    22-3607813(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 14051 N.W. 14th Street, Sunrise, Florida
    
    33323(Address of principal executive offices)
    
    (Zip Code)
 (954) 993 -4703  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 þ  o




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Odimo, Incorporated
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    3ITEM 1. Financial Statements
    
    
    3ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    14ITEM 4T. CONTROLS AND PROCEDURES
    
    
    14PART II. OTHER INFORMATION
    
    
    15ITEM 6. EXHIBITS
    
    
    15SIGNATURES
    
    
    18EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 Odimo, Incorporated
 BALANCE SHEETS
 (in thousands, except par value)
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    48
    
    
    $
    1Prepaid expense and other current assets
    
    
    24
    
    
    
    17Total
    
    $
    72
    
    
    $
    18LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)Current Liabilities:Accounts payable
    
    $
    306
    
    
    $
    304Accrued interest to related party
    
    
    
    
    
    
    38Accrued liabilities
    
    
    10
    
    
    
    25Total current liabilities
    
    
    316
    
    
    
    367Note Payable to Related Party
    
    
    
    
    
    
    515Commitments, Contingencies and Subsequent EventsStockholders Equity (Deficiency):Preferred stock, $0.001 par value, 50 million shares
authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value, 300 million shares
authorized, 7,753 and 7,039 shares issued and outstanding
    
    
    7
    
    
    
    7Additional paid-in capital
    
    
    104,375
    
    
    
    103,705Accumulated deficit
    
    
    (104,626
    )
    
    
    (104,576
    )Total stockholders equity (deficiency)
    
    
    (244
    )
    
    
    (864
    )Total
    
    $
    72
    
    
    $
    18
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Odimo, Incorporated
 STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months EndedMarch 31, 2008
    
    
    March 31, 2007Revenues
    
    $
    
    
    
    $
    13Operating Expenses:General and administrative
    
    
    50
    
    
    
    556Depreciation and amortization
    
    
    
    
    
    
    4Total operating expenses
    
    
    50
    
    
    
    560Loss from Operations
    
    
    (50
    )
    
    
    (547
    )Interest expense, net
    
    
    
    
    
    
    (8
    )Net Loss
    
    $
    (50
    )
    
    $
    (555
    )Net Loss per Common ShareBasic and diluted
    
    $
    (0.01
    )
    
    $
    (0.08
    )Weighted Average Number of Shares:Basic and diluted
    
    
    7,486
    
    
    
    7,039
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Odimo, Incorporated
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
(Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Cash Flows from Operating Activities:Net loss
    
    $
    (50
    )
    
    $
    (555
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    
    
    
    
    4Compensation contributed by officer
    
    
    7
    
    
    
    Changes in operating assets and liabilities:(Increase) decrease in:Deposits with credit card processing company
    
    
    
    
    
    
    29Escrow deposit
    
    
    
    
    
    
    30Prepaid expenses and other current assets
    
    
    (7
    )
    
    
    (25
    )Increase (decrease) in:Accounts payable
    
    
    2
    
    
    
    (86
    )Accrued liabilities
    
    
    (15
    )
    
    
    142Net cash used in operating activities
    
    
    (63
    )
    
    
    (461
    )Cash Flows from Investing Activities:Proceeds from sale of assets, net of expenses
    
    
    
    
    
    
    250Net cash provided by investing activities
    
    
    
    
    
    
    250Cash Flows from Financing Activities:Proceeds from notes payable to related party
    
    
    10
    
    
    
    238Proceeds from sale of common stock
    
    
    100
    
    
    
    Net cash provided by financing activities
    
    
    110
    
    
    
    238Net Increase in Cash and Cash Equivalents
    
    
    47
    
    
    
    27Cash and Cash Equivalents, Beginning
    
    
    1
    
    
    
    75Cash and Cash Equivalents, Ending
    
    $
    48
    
    
    $
    102Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest
    
    $
    
    
    
    $
    8
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Odimo, Incorporated
 STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)
 Three Months Ended March 31, 2008
(in thousands, except per share data)
(Unaudited)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    Equity (Deficiency)BALANCE-December 31, 2007
    
    
    7,039
    
    
    $
    7
    
    
    $
    103,705
    
    
    $
    (104,576
    )
    
    $
    (864
    )Sale of common stock
    
    
    714
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Forgiveness of note payable and accrued interest to related party
    
    
    
    
    
    
    
    
    
    
    563
    
    
    
    
    
    
    
    563Compensation contributed by officer
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    7Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    (50
    )BALANCE-March 31, 2008
    
    
    7,753
    
    
    $
    7
    
    
    $
    104,375
    
    
    $
    (104,626
    )
    
    $
    (244
    )
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Odimo, Incorporated
 Notes to Unaudited Financial Statements
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Business
 Basis of Presentation
 Use of Estimates
 Recently Issued Accounting Standards
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2. GOING CONCERN CONSIDERATIONS
    3. STOCK OPTION PLAN
  March 31, 2008WeightedAverageExerciseOptions
    
    
    PriceOutstanding at beginning of year
    
    
    131
    
    
    $
    24.43Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (105
    )
    
    
    (8.99
    )Outstanding at March 31, 2008
    
    
    26
    
    
    $
    24.48Options exercisable at
March 31, 2008
    
    
    26
    
    
    $
    24.48
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4. INCOME TAXES
  5. RELATED PARTY TRANSACTIONS
 Note Payable to Related Party
  December 31, 2007Historical
    
    
    Pro-Forma Adjustments
    
    
    Pro-FormaTotal Assets
    
    
    $
    18
    
    
    
    
    
    
    
    
    $
    18Total Current Liabilities
    
    
    $
    367
    
    
    
    $
    (38
    )
    
    
    $
    329Note Payable to Related Party
    
    
    $
    515
    
    
    
    $
    (515
    )
    
    
    $
    Stockholders Deficiency
    
    
    $
    (864
    )
    
    
    $
    (553
    )
    
    
    $
    (311
    )
 Sale of Common Stock
 Compensation to Officer
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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion should be read in conjunction with Odimo Incorporateds (Odimo, the
Company, we, our, us,) Condensed Consolidated Financial Statements and the related Notes
contained elsewhere in this quarterly report on Form 10-Q . All statements in the following
discussion that are not reports of historical information or descriptions of current accounting
policy are forward-looking statements. Please consider our forward-looking statements in light of
the factors that may affect operating results set forth herein.
 Non-Operating Shell Company
  Cessation of Online Retailing Business of the Company
   Going Concern
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Comparison of Quarter Ended March 31, 2008 to Quarter Ended March 31, 2007
 Total Revenue
 Net Sales.
 Gross Profit.
 General and Administrative Expenses.
 Interest Expense, Net.
 Net Loss.
 Liquidity and Capital Resources
   Discussion of Cash Flows
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Liquidity Sources
      Off Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
   12




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Income Taxes
  Recently Issued Accounting Standards
     13




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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  14




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Changes in Internal Control Over Financial Reporting.
  
 PART II. OTHER INFORMATION
 
 ITEM 6. Exhibits
 (a) Exhibits
 Exhibit
    
    Description2.1
    (1)
    
    Asset Purchase Agreement among registrant and Ashford.com, Inc. dated December 6,
20023.1
    (1)
    
    Amended and Restated Certificate of Incorporation3.2
    (1)
    
    Amended and Restated Bylaws4.1
    (1)
    
    Form of Specimen Stock Certificate4.2.1
    (1)
    
    Investors Rights Agreement dated November 18, 1999 by and between the registrant
and certain holders of the registrants capital stock4.2.2
    (1)
    
    Amended and Restated Registration Rights Agreement dated March 30, 2004 by and
between the registrant and certain holders of the registrants capital stock10.1.1
    (1)
    
    Odimo Incorporated Amended and Restated Stock Incentive Plan10.1.2
    (1)
    
    Form of Stock Option Agreement pursuant to the Odimo Incorporated Stock Incentive
Plan10.2
    (1)
    
    Amended and Restated Series C Convertible Preferred Stock Purchase Agreement dated
as of March 30, 2004 between the registrant and SDG Marketing, Inc.10.3.1
    (1)
    
    Promissory Note dated December 6, 2002 by the registrant in favor of GSI Commerce
Solutions, Inc.10.3.2
    (1)
    
    Security Agreement dated December 6, 2002 between the registrant and GSI Commerce
Solutions, Inc., as assignee10.3.3
    (1)
    
    Patents, Trademarks, Copyrights and Licenses Security Agreement dated December 6,
2002 between the registrant and GSI Commerce Solutions, Inc., as assignee10.4.1
    (1)
    
    Lease Agreement dated December 14, 1999 between the registrant and MDR Fitness Corp.10.4.2
    (1)
    
    Lease Amendment and Extension Agreement dated January 8, 2003 between the
registrant and MDR Fitness Corp.10.5.1
    (1)
    
    Employment Agreement dated July 12, 2004 between the registrant and Alan Lipton10.5.2
    (1)
    
    Employment Agreement dated July 12, 2004 between the registrant and Jeff Kornblum10.5.3
    (1)
    
    Employment Agreement dated July 12, 2004 between the registrant and Amerisa Kornblum10.5.4
    (1)
    
    Employment Agreement dated July 12, 2004 between the registrant and George Grous10.5.5
    (1)
    
    Lock-up Agreement dated July 12, 2004, between the registrant and Alan Lipton10.5.6
    (1)
    
    Lock-up Agreement dated July 12, 2004, between the registrant and Jeff Kornblum10.5.7
    (1)
    
    Lock-up Agreement dated July 12, 2004, between the registrant and Amerisa Kornblum10.5.8
    (1)
    
    Lock-up Agreement dated July 12, 2004, between the registrant and George Grous10.5.9
    (1)
    
    Lock-up Agreement dated July 12, 2004, between the registrant and Michael
DellArciprete
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Exhibit
    
    Description10.5.10
    (1)
    
    Amended and Restated Employment Agreement dated August 27, 2004 between the
registrant and Alan Lipton10.6
    (1)
    
    Form of Indemnification Agreement between the registrant and each of its directors
and executive officers10.7
    (1)
    
    Supply Agreement dated March 30, 2004 between the registrant and SDG Marketing, Inc.10.8.1
    (1)
    
    Loan and Security Agreement dated as of July 31, 2004 by and among Silicon Valley
Bank, the registrant and its subsidiaries Ashford.com, Inc. and D.I.A. Marketing,
Inc.10.8.2
    (1)
    
    Revolving Promissory Note dated as of July 31, 2004 in favor of Silicon Valley
Bank, by the registrant and its subsidiaries Ashford.com, Inc. and D.I.A.
Marketing, Inc.10.8.3
    (1)
    
    Intellectual Property Security Agreements dated as of July 31, 2004 in favor of
Silicon Valley Bank, by each of the registrant and Ashford.com, Inc.10.8.4
    (1)
    
    Unconditional Guaranties dated as of July 31, 2004 of Softbank Capital LP, Softbank
Capital Partners LP and Softbank Capital Advisors Fund LP10.9
    (1)
    
    Commercial Lease dated as of January 1, 2006 between the registrant and IBB Realty,
LLC10.10
    (1)
    
    First Loan Modification Agreement dated as of November 13, 2004 by and among
Silicon Valley Bank, the registrant and its subsidiaries Ashford.com, Inc. and
D.I.A. Marketing, Inc.10.11
    (1)
    
    First Amended and Restated Note dated as of November 13, 2004 in favor of Silicon
Valley Bank by the registrant and its subsidiaries Ashford.com, Inc. and D.I.A.
Marketing, Inc.10.12
    (1)
    
    Amendment and Reaffirmation of Guaranty dated as of November 13, 2004 of Softbank
Capital, LP, Softbank Capital Partners, LP and Softbank Capital Advisors Fund LP10.13
    (1)
    
    Second Loan Modification Agreement dated as of January 7, 2005 by and among Silicon
Valley Bank, the registrant and its subsidiaries Ashford.com, Inc. and D.I.A.
Marketing, Inc.10.14
    (1)
    
    Second Amended and Restated Note dated as of January 7, 2005 in favor of Silicon
Valley Bank, by the registrant and its subsidiaries Ashford.com, Inc. and D.I.A.
Marketing, Inc.10.15
    (1)
    
    Second Amendment and Reaffirmation of Guaranty dated as of January 7, 2005 of
Softbank Capital, L.P., Softbank Capital Partners, LP and Softbank Capital Advisors
Fund LP10.16
    (1)
    
    Confirmation letter dated January 7, 2005 from Softbank Capital Partners LP,
regarding financial support.10.17
    (5)
    
    Termination Agreement dated March 29, 2006 by and between Odimo Incorporated and
SDG Marketing, Inc.10.18
    (5)
    
    Third Amendment to Loan and Security Agreement dated March 30, 2006, by and among
Silicon Valley Bank, Odimo Incorporated, Ashford.com, Inc. and D.I.A. Marketing,
Inc.10.19
    (6)
    
    Asset Purchase Agreement dated as of May 11, 2006 by and among Ice.com, Inc., Ice
Diamond, LLC, and Odimo Incorporated.10.20
    (6)
    
    Transition Services Agreement dated as of this May 11, 2006, by and between Ice
Diamond, LLC, Ice.com, Inc., and Odimo Incorporated.10.21
    (6)
    
    Separation Agreement dated May 11, 2006 by Odimo Incorporated and Alan Lipton.10.22
    (6)
    
    Amendment No. 1 to Employment Contract dated as of May 11, 2006, by and among Odimo
Incorporated and Jeffrey Kornblum.10.23
    (7)
    
    Modification and Settlement Agreement dated November 6, 2006 by and between IBB
Realty, LLC and Odimo Incorporated.10.24
    (8)
    
    Asset Purchase Agreement dated as of December 1, 2006 by and among Odimo
Incorporated, Worldofwatches.com, Inc. and ILS Holdings, LLC.10.25
    (9)
    
    Separation Agreement dated as of January 16, 2007 by and among Odimo Incorporated
and Jeff Kornblum.10.26
    (9)
    
    Separation Agreement dated as of January 16, 2007 by and among Odimo Incorporated
and George Grous.10.27
    (9)
    
    Termination Agreement dated as of January 15, 2007 by and among Odimo Incorporated
and Amerisa Kornblum.10.30
    (11)
    
    8% Secured Promissory Note in the Principal Amount of $300,00010.31
    (11)
    
    Amended and Restated 8% Promissory Note in the Principal Amount of $500,00010.32
    (11)
    
    8% Demand Promissory Note in the Principal Amount of $30,000
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Exhibit
    
    Description10.33
    (10)
    
    Asset Purchase Agreement dated as of April 6, 2007 by and among Odimo Incorporated,
Ashford.com, Inc. and Luxi Group, LLC.10.34
    (12)
    
    Amended and Restated 8% Promissory Note in the Principal Amount of $525,00014.1
    (2)
    
    Code of Business Conduct and Ethics16.1
    (3)
    
    Letter of Deloitte & Touche LLP dated September 2, 200516.2
    (3)
    
    Letter of Rachlin Cohen & Holtz LLP dated September 2, 200521.1
    (1)
    
    Subsidiaries of Odimo Incorporated23.1
    (12)
    
    Consent of Rachlin LLP31.1
    (4)
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated pursuant to the Securities Exchange Act of 1934, as amended31.2
    (4)
    
    Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated pursuant to the Securities Exchange Act of 1934, as amended32.1
    (4)
    
    Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    (4)
    
    Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 (1)
    
    This exhibit was previously filed as an exhibit to the Registration
Statement on Form S-1 (File No. 333-117400) originally filed with the
Securities and Exchange Commission on July 16, 2004, as amended
thereafter, and is incorporated herein by reference.(2)
    
    This exhibit was previously filed as an exhibit to the Annual Report
on Form 10-K for the year ended December 31, 2004 filed with the
Securities and Exchange Commission on March 31, 2005 and is
incorporated herein by reference.(3)
    
    This exhibit was previously filed as an exhibit to the Form 8-K dated
August 31, 2005 filed with the Securities and Exchange Commission on
September 2, 2005 and is incorporated herein by reference.(4)
    
    Filed herewith.(5)
    
    This exhibit was previously filed as an exhibit to the Annual Report
on Form 10-K for the year ended December 31, 2005 filed with the
Securities and Exchange Commission on March 31, 2006 and is
incorporated herein by reference.(6)
    
    This exhibit was previously filed as an exhibit to the Form 8-K dated
May 11, 2006 filed with the Securities and Exchange Commission on May
12, 2006 and is incorporated herein by reference.(7)
    
    This exhibit was previously filed as and exhibit to the Quarterly
Report on form 10-Q for the period ended September 30, 2006 filed
with the Securities and Exchange Commission on November 14, 2006 and
is incorporated herein by reference.(8)
    
    This exhibit was previously filed as an exhibit to the Form 8-K dated
December 1, 2006 filed with the Securities and Exchange Commission on
December 4, 2006 and is incorporated herein by reference.(9)
    
    This exhibit was previously filed as an exhibit to the Form 8-K dated
January 11, 2007 filed with the Securities and Exchange Commission on
January 18, 2007 and is incorporated herein by reference.(10)
    
    This exhibit was previously filed as an exhibit to the Form 8-K dated
April 11, 2007 filed with the Securities and Exchange Commission on
April 12, 2007 and is incorporated herein by reference.(11)
    
    This exhibit was previously filed as an exhibit to the Annual Report
on Form 10-K for the year ended December 31, 2006 filed with the
Securities and Exchange Commission on April 2, 2007 and is
incorporated herein by reference.
incorporated herein by reference.(12)
    
    This exhibit was previously filed as an exhibit to the Annual Report
on Form 10-K for the year ended December 31, 2007filed with the
Securities and Exchange Commission on March 31, 2008 and is
incorporated herein by reference. 17




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SIGNATURES
  ODIMO INCORPORATED
RegistrantDate: May 14, 2008
    /s/ Amerisa KornblumAmerisa KornblumChief Financial Officer (Principal Financial Officer
and Duly Authorized Officer) 18