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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.)
 14051 N.W. 14th Street, Sunrise, Florida
    
    33323(Address of principal executive offices)
    
    (Zip Code)
 (954) 835-2233  (Registrants telephone number, including area code)
 þ o
  o  o þ
 þ o




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##### Table of Contents



ODIMO INCORPORATED
TABLE OF CONTENTS
 PART 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
    
    
    19ITEM 4. CONTROLS AND PROCEDURES
    
    
    19PART II. OTHER INFORMATION
    
    
    19ITEM 1. LEGAL PROCEEDINGS
    
    
    19ITEM 1A. RISK FACTORS
    
    
    20ITEM 6. EXHIBITS
    
    
    20SIGNATURES
    
    
    22EX-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
 2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 ODIMO INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    102
    
    
    $
    75Deposits with credit card processing company
    
    
    79
    
    
    
    108Escrow deposit
    
    
    
    
    
    
    30Prepaid expense and other current assets
    
    
    93
    
    
    
    67Total current assets
    
    
    274
    
    
    
    280Property and Equipment, Net
    
    
    40
    
    
    
    294Other Assets
    
    
    24
    
    
    
    24Total
    
    $
    338
    
    
    $
    598LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)Current Liabilities:Accounts payable
    
    $
    643
    
    
    $
    728Note Payable to related party, current portion
    
    
    30
    
    
    
    Accrued liabilities
    
    
    198
    
    
    
    46Total liabilities
    
    
    871
    
    
    
    774Note Payable to Related Party
    
    
    500
    
    
    
    300Commitments, 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, 7,039 and 7,162 shares issued and outstanding
    
    
    7
    
    
    
    7Additional paid-in capital
    
    
    103,705
    
    
    
    103,705Accumulated deficit
    
    
    (104,745
    )
    
    
    (104,188
    )Total stockholders equity (deficiency)
    
    
    (1,033
    )
    
    
    (476
    )Total
    
    $
    338
    
    
    $
    598
  3




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ODIMO INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Unaudited)
 Three Months EndedMarch 31, 2007
    
    
    March 31, 2006Net Sales
    
    $
    
    
    
    $
    10,387Commissions
    
    
    13
    
    
    
    Total Revenue
    
    
    13
    
    
    
    10,387Costs and Expenses:Cost of goods sold
    
    
    
    
    
    
    8,164Fulfillment
    
    
    
    
    
    
    758Marketing
    
    
    
    
    
    
    1,541General and administrative
    
    
    556
    
    
    
    2,859Depreciation and amortization
    
    
    4
    
    
    
    879Total operating expenses
    
    
    560
    
    
    
    14,201Loss from Operations
    
    
    (547
    )
    
    
    (3,814
    )Interest expense, net
    
    
    (8
    )
    
    
    (10
    )Net Loss
    
    $
    (555
    )
    
    $
    (3,824
    )Net Loss per Common ShareBasic and diluted
    
    $
    (0.08
    )
    
    $
    (0.53
    )Weighted Average Number of Shares:Basic and diluted
    
    
    7,039
    
    
    
    7,162
  4




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ODIMO INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006Cash Flows from Operating Activities:Net loss
    
    $
    (555
    )
    
    $
    (3,824
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    4
    
    
    
    879Amortization of supply agreement
    
    
    
    
    
    
    206Changes in operating assets and liabilities:(Increase) decrease in:Deposits with credit card processing company
    
    
    29
    
    
    
    (4
    )Escrow deposit
    
    
    30
    
    
    
    Accounts receivable
    
    
    
    
    
    
    (25
    )Inventories
    
    
    
    
    
    
    1,317Prepaid expenses and other current assets
    
    
    (25
    )
    
    
    (631
    )Increase (decrease) in:Accounts payable
    
    
    (86
    )
    
    
    (20
    )Accrued liabilities
    
    
    150
    
    
    
    (1,673
    )Net cash used in operating activities
    
    
    (453
    )
    
    
    (3,775
    )Cash Flows from Investing Activities:Proceeds from sale of assets, net of expenses
    
    
    250
    
    
    
    Purchase of property and equipment
    
    
    
    
    
    
    (486
    )Net cash provided by (used in) investing activities
    
    
    250
    
    
    
    (486
    )Cash Flows from Financing Activities:Proceeds from notes payable to related party
    
    
    230
    
    
    
    Net repayments under bank credit facility
    
    
    
    
    
    
    1,000Net cash provided by financing activities
    
    
    230
    
    
    
    1,000Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    27
    
    
    
    (3,261
    )Cash and Cash Equivalents, Beginning
    
    
    75
    
    
    
    3,831Cash and Cash Equivalents, Ending
    
    $
    102
    
    
    $
    570Supplemental Disclosures of Cash Flow Information:Cash paid during the year for:Interest
    
    $
    8
    
    
    $
    10
  5




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ODIMO INCORPORATED AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Business
  Basis of Presentation
 Use of Estimates
 Cash and Cash Equivalents
 Deposits with Credit Card Processing Company
 Recently Issued Accounting Standards
  6




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2. GOING CONCERN CONSIDERATIONS
    3. SALE OF ASSETS
 Sale of Computer Equipment
 Sale of Ashford.com URL and Certain Assets
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4. PROPERTY AND EQUIPMENT
  EstimatedUseful Lives
    
    March 31,
    
    
    December 31,(in Years)
    
    2007
    
    
    2006Computers, software and equipment
    
    3
    
    $
    65
    
    
    $
    315Less: accumulated depreciation
    
    
    
    
    (25
    )
    
    
    (21
    )$
    40
    
    
    $
    294
  5. STOCK OPTION PLAN
 Accounting for Stock Issued to Employees Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25
 Accounting for Stock-Based Compensation Share-Based Payments
  March 31, 2007WeightedAverageExerciseOptions
    
    
    PriceOutstanding at beginning of year
    
    
    131
    
    
    $
    12.26Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (102
    )
    
    
    8.75Outstanding at March 31, 2007
    
    
    29
    
    
    $
    24.43Options exercisable at
March 31, 2007
    
    
    29
    
    
    $
    24.43
 8




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6. INCOME TAXES
  7. LEGAL PROCEEDINGS
  8. OTHER
   9




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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.
 Overview
   Future Plans
  Going Concern
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Comparison of Quarter Ended March 31, 2007 to Quarter Ended March 31, 2006
 Net Sales.
  Gross Profit.
 Marketing.
 General and Administrative Expenses.
 Depreciation and Amortization.
 Interest Expense, Net.
 Net Loss.
 Liquidity and Capital Resources
  Discussion of Cash Flows
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www.ashford.com
 Liquidity Sources
   Contractual Obligations
  Payments Due by PeriodLess thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years(in thousands)Note Payable to Alan Lipton*
    
    $
    530
    
    
    
    30
    
    
    
    
    
    
    $
    500
 
 *
    
    As of December 31, 2006, Alan Lipton loaned to us the sum of $300,000, which amount was
increased as of February 16, 2007 to $400,000, further increased to $500,000 on March 1, 2007 and
further increased to $530,000 on March 21, 2007. We issued to Mr. Lipton two separate 8% promissory
notes in exchange for the funds (the Notes). Under one of the Notes (the First Note), $500,000
plus all interest under the First Note is repayable by us upon the earlier to occur of (a)
January 16, 2010; or (ii) the occurrence of a change in control of the Company. Our repayment
obligation under the First Note is secured by all of the Companys assets. Under the other note,
(the Second Note), $30,000 plus accrued interest was
payable by us to Mr. Lipton on
demand. Our repayment obligation under the Second Note was unsecured. We used the proceeds of the
loans from Mr. Lipton for working capital purposes, including payment of our existing liabilities.
We used $30,000 of the proceeds from the sale of www.ashford.com to
repay in full the demand note owing to Mr. Lipton. Off Balance Sheet Arrangements
  Outstanding Stock Options
  12




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Critical Accounting Policies and Estimates
   Revenue Recognition
   Inventories
  Goodwill and Other Long-Lived Assets
 Goodwill and Other Intangible Assets
 Accounting for the Impairment or Disposal
of Long-Lived Assets
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Income Taxes
  Stock-Based Compensation
   Recently
Issued Accounting Standards
   14




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Employees
  Risk Factors
 Some of the statements in this report and in particular, statements found in Managements
Discussion and Analysis of Financial Condition and Results of Operations, that are not historical
in nature may constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are often identified by the words will, should,
anticipate, believe, expect, intend, estimate, hope, or similar expressions. These
statements reflect managements current views with respect to future events and are subject to
risks and uncertainties. There are important factors that could cause actual results to differ
materially from those in forward-looking statements, many of which are beyond our control. These
factors, risks and uncertainties include, but are not limited to, the factors described below.
 Our actual results, performance or achievement could differ materially from those expressed
in, or implied by, these forward-looking statements, and accordingly, we can give no assurances
that any of the events anticipated by the forward-looking statements will transpire or occur, or if
any of them do so, what impact they will have on our results of operations or financial condition.
In view of these uncertainties, investors are cautioned not to place undue reliance on these
forward-looking statements. We expressly disclaim any obligation to publicly revise any
forward-looking statements that have been made to reflect the occurrence of events after the date
hereof.
 You should carefully consider the risks and uncertainties described below, together with all
other information included in this report, including the consolidated financial statements and the
related notes herein, as well as in our other public filings, before making any investment decision
regarding our stock. If any of the following risks actually occurs, our business, financial
condition, results of operations and future prospects would likely be materially and adversely
affected. In that event, the market price of our stock could decline and you could lose all or part
of your investment.
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We are a non-operating shell company.
   We do not intend to pay dividends on our common stock, and, consequently, your only opportunity to
achieve a return on your investment is if the price of our common stock appreciates.
  Legal claims against us could be costly and result in substantial liabilities or the loss of
significant rights.
  Our common stock is currently quoted for trading on the Over the Counter Bulletin Board which may
adversely impact the liquidity of our shares and reduce the value of an investment in our stock.
  Because our common stock is considered a penny stock any investment in our common stock is
considered to be a high-risk investment and is subject to restrictions on marketability.
  16




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Our stock price has been and may continue to be volatile.
  Future sales of our common stock may cause our stock price to decline.
   Anti-takeover provisions in our organizational documents and Delaware law may discourage or prevent
a change in control, even if an acquisition would be beneficial to our stockholders, which could
affect our stock price adversely and prevent attempts by our stockholders to replace or remove our
current management.
  
    
    Our board of directors has the exclusive right to elect directors
to fill a vacancy created by the expansion of the board of
directors or the resignation, death or removal of a director, which
prevents stockholders from being able to fill vacancies on our
board of directors;
    
    Our stockholders may not act by written consent. As a result, a
holder or holders controlling a majority of our capital stock would
be able to take certain actions only at a stockholders meeting;
    
    No stockholder may call a special meeting of stockholders. This may
make it more difficult for stockholders to take certain actions;
    
    Our stockholders may not remove a director without cause, and our
certificate of incorporation provides for a classified board of
directors with staggered, three-year terms. As a result, it could
take up to three years for stockholders to replace the entire
board;
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##### Table of Contents




    
    Our certificate of incorporation does not provide for cumulative
voting in the election of directors. This limits the ability of
minority stockholders to elect director candidates;
    
    Stockholders must provide advance notice to nominate individuals
for election to the board of directors or to propose matters that
can be acted upon at a stockholders meeting. These provisions may
discourage or deter a potential acquirer from conducting a
solicitation of proxies to elect the acquirers own slate of
directors or otherwise attempting to obtain control of our company;
and
    
    Our board of directors may issue, without stockholder
approval, shares of undesignated preferred stock. The ability to authorize
undesignated preferred stock makes it possible for our board of
directors to issue preferred stock with voting or other rights or
preferences that could impede the success of any attempt to acquire
us.
  A significant portion of our voting power is concentrated and, as a result, our other stockholders
ability to influence corporate matters may be limited.
  Our ability to use net operating loss carryforwards may be limited.
  Our limited resources make it impracticable to conduct a complete and exhaustive search for a
business combination.
  18




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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4. Controls and Procedures
     
 PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  19




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ITEM 1A. Risk Factors
  
 ITEM 6. Exhibits
 (a)
    
    Exhibits
 ExhibitNumber
    
    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.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 LP
 20




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ExhibitNumber
    
    Description10.13
    (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
    (10)
    
    8% Secured Promissory Note in the Principal Amount of $300,00010.31
    (10)
    
    Amended and Restated 8% Promissory Note in the Principal Amount of $500,00010.32
    (10)
    
    8% Demand Promissory Note in the Principal Amount of $30,00010.33
    (11)
    
    Asset Purchase Agreement dated as of April 6, 2007 by and among Odimo Incorporated, Ashford.com, Inc.
and Luxi Group, LLC.14.1
    (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
    (10)
    
    Consent of Deloitte & Touche LLP23.2
    (10)
    
    Consent of Rachlin Cohen & Holtz 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 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.(11)
    
    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. 21




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##### Table of Contents



SIGNATURES
  ODIMO INCORPORATED
RegistrantDate: May 14, 2007
    /s/ Amerisa KornblumAmerisa KornblumChief Financial Officer
(Principal Financial Officer and Duly Authorized
Officer) 22