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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.)
 9858 Clint Moore Road, Boca Raton, Fl
    
    33496(Address of principal executive offices)
    
    (Zip Code)
 (954) 993 -4703  (Registrants telephone number, including area code)
  þ 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)
  þ o




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ODIMO, INCORPORATED
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    1ITEM 1. Financial Statements
    
    
    1ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    8ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    11ITEM 4T. Controls and Procedures
    
    
    11PART II. OTHER INFORMATION
    
    
    12ITEM 6. Exhibits
    
    
    12SIGNATURES
    
    
    15EX-31.1EX-31.2EX-32.1EX-32.2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 ODIMO, INCORPORATED
 BALANCE SHEETS
(in thousands, except par value)
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCurrent Assets:Cash
    
    $
    22
    
    
    $
    1Prepaid expense and other current assets
    
    
    
    
    
    
    4Total
    
    $
    22
    
    
    $
    5LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)Current Liabilities:Accounts payable
    
    $
    229
    
    
    $
    236Note payable to related party
    
    
    3
    
    
    
    3Accrued liabilities
    
    
    10
    
    
    
    10Total current liabilities
    
    
    242
    
    
    
    249Commitments, 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, 11,086 and 7,753 shares issued and outstanding
    
    
    10
    
    
    
    7Additional paid-in capital
    
    
    104,499
    
    
    
    104,424Accumulated deficit
    
    
    (104,729
    )
    
    
    (104,675
    )Total stockholders equity (deficiency)
    
    
    (220
    )
    
    
    (244
    )Total
    
    $
    22
    
    
    $
    5
  1




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ODIMO, INCORPORATED
 STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1Operating expenses
    
    
    22
    
    
    
    27
    
    
    
    54
    
    
    
    77Loss from Operations
    
    
    (22
    )
    
    
    (27
    )
    
    
    (54
    )
    
    
    (76
    )Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Loss
    
    $
    (22
    )
    
    $
    (27
    )
    
    $
    (54
    )
    
    $
    (76
    )Net Loss per Common ShareBasic and diluted
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted Average Number of Shares:Basic and diluted
    
    
    11,086
    
    
    
    7,753
    
    
    
    9,982
    
    
    
    7,620
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ODIMO, INCORPORATED
 STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)
(in thousands, except per share data)
(Unaudited)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    Equity (Deficiency)BALANCE-December 31, 2008
    
    
    7,753
    
    
    $
    7
    
    
    $
    104,424
    
    
    $
    (104,675
    )
    
    $
    (244
    )Sale of common stock
    
    
    3,333
    
    
    
    3
    
    
    
    47
    
    
    
    
    
    
    
    50Credits arising from services contributed by related parties
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    28Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    (54
    )BALANCE-June 30, 2009
    
    
    11,086
    
    
    $
    10
    
    
    $
    104,499
    
    
    $
    (104,729
    )
    
    $
    (220
    )
  3




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ODIMO, INCORPORATED
 STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 Six Months EndedJune 30,2009
    
    
    2008Cash Flows from Operating Activities:Net loss
    
    $
    (54
    )
    
    $
    (76
    )Adjustments to reconcile net loss to net cash
used in operating activities:Charge in lieu of compensation contributed by officer and related party
    
    
    28
    
    
    
    14Changes in operating assets and liabilities:(Increase) decrease in:Prepaid expenses and other current assets
    
    
    4
    
    
    
    (1
    )Increase (decrease) in:Accounts payable
    
    
    (7
    )
    
    
    (21
    )Accrued liabilities
    
    
    
    
    
    
    (15
    )Net cash used in operating activities
    
    
    (29
    )
    
    
    (99
    )Cash Flows from Financing Activities:Proceeds from notes payable to related party
    
    
    
    
    
    
    10Proceeds from sale of common stock
    
    
    50
    
    
    
    100Net cash provided by financing activities
    
    
    50
    
    
    
    110Net Increase in Cash and Cash Equivalents
    
    
    21
    
    
    
    11Cash and Cash Equivalents, Beginning
    
    
    1
    
    
    
    1Cash and Cash Equivalents, Ending
    
    $
    22
    
    
    $
    12Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest
    
    $
    
    
    
    $
    
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ODIMO INCORPORATED
Notes to Financial Statements
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Business
 Basis of Presentation 
 Use of Estimates
 General and Administrative Expenses
 Income Taxes Accounting for Income Taxes.
 Loss Per Share
 Recently Issued Accounting Standards
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ODIMO INCORPORATED
Notes to Financial Statements
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles
 Amendment to Interpretation 46(R) 46(R)
 2. GOING CONCERN CONSIDERATIONS
    6




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ODIMO INCORPORATED
Notes to Financial Statements
 3. STOCK OPTION PLAN
  June 30, 2009WeightedAverageExerciseOptions
    
    
    PriceOutstanding at beginning of year
    
    
    26
    
    
    $
    24.48Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (-
    )
    
    
    ( -
    )Outstanding at June 30, 2009
    
    
    26
    
    
    $
    24.48Outstanding exercisable at June 30, 2009
    
    
    26
    
    
    $
    24.48
  4. INCOME TAXES
  5. RELATED PARTY TRANSACTIONS
 Note Payable to Related Party
 Sale
of Common Stock
 Services Contributed by Stockholders
 6. SUBSEQUENT EVENTS
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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 June 30, 2009 to Quarter Ended June 30, 2008
  General and Administrative Expenses.
 Net Loss.
 Comparison of Six Months Ended June 30, 2009 to Six Months Ended June 30, 2008
 Total Revenue
 General and Administrative Expenses.
 Net Loss.
 Liquidity and Capital Resources
   Discussion of Cash Flows
   Outstanding Stock Options
  Liquidity Sources
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Off Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
   Income Taxes
  Recently Issued Accounting Standards
  10




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The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles
 Amendment to Interpretation 46(R)
 
 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  11




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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Arciprete10.5.10 (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.
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Exhibit
    
    Description10.8.3 (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 $30,00010.33 (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
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(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 June 30, 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 June 30, 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.(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 June 30, 2008 and is
incorporated herein by reference. 14




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SIGNATURES
  ODIMO INCORPORATED
RegistrantDate: August 13, 2009
    /s/ Amerisa KornblumAmerisa KornblumChief Financial Officer (Principal Financial Officer
and Duly Authorized Officer) 15