##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2007ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   Odimo Incorporated
  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
 x o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer x
 x o




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##### 



PART
I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    9ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    17ITEM 4. CONTROLS AND PROCEDURES
    
    
    17PART
II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    18ITEM 1A. RISK FACTORS
    
    
    18ITEM 6. EXHIBITS
    
    
    19SIGNATURES
    
    
    23EX-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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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 ODIMO, INCORPORATED AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except par value)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    82
    
    
    $
    75Deposits with credit card processing company
    
    
    
    
    
    
    108Escrow deposit
    
    
    
    
    
    
    30Prepaid expense and other current assets
    
    
    42
    
    
    
    67Total current assets
    
    
    124
    
    
    
    280Property and Equipment, Net
    
    
    33
    
    
    
    294Other Assets
    
    
    24
    
    
    
    24Total
    
    $
    181
    
    
    $
    598LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)Current Liabilities:Accounts payable
    
    $
    428
    
    
    $
    728Accrued interest to related party
    
    
    28
    
    
    
    Accrued liabilities, other
    
    
    191
    
    
    
    46Total liabilities
    
    
    647
    
    
    
    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
    
    
    (104,678
    )
    
    
    (104,188
    )Total stockholders equity (deficiency)
    
    
    (966
    )
    
    
    (476
    )Total
    
    $
    181
    
    
    $
    598
  3




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ODIMO, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2007
    
    
    September 30, 2006
    
    
    September 30, 2007
    
    
    September 30, 2006Net Sales
    
    $
    
    
    
    $
    2,382
    
    
    $
    
    
    
    $
    17,137Commissions
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    Total Revenue
    
    
    
    
    
    
    2,382
    
    
    
    14
    
    
    
    17,137Operating Expenses:Cost of goods sold
    
    
    
    
    
    
    2,160
    
    
    
    
    
    
    
    13,613Fulfillment
    
    
    
    
    
    
    194
    
    
    
    
    
    
    
    1,263Marketing
    
    
    
    
    
    
    123
    
    
    
    
    
    
    
    2,235General and administrative
    
    
    124
    
    
    
    1,813
    
    
    
    890
    
    
    
    7,091Depreciation and amortization
    
    
    4
    
    
    
    1,019
    
    
    
    10
    
    
    
    2,919Total operating expenses
    
    
    128
    
    
    
    5,309
    
    
    
    900
    
    
    
    27,121Loss from Operations
    
    
    (128
    )
    
    
    (2,927
    )
    
    
    (886
    )
    
    
    (9,984
    )Other Income (Expense):Gain on sale of assets
    
    
    
    
    
    
    
    
    
    
    424
    
    
    
    6,904Interest expense, net
    
    
    (10
    )
    
    
    8
    
    
    
    (28
    )
    
    
    (17
    )(10
    )
    
    
    8
    
    
    
    396
    
    
    
    6,887Net Loss
    
    $
    (138
    )
    
    $
    (2,919
    )
    
    $
    (490
    )
    
    $
    (3,097
    )Net Loss per Common ShareBasic and diluted
    
    $
    (0.02
    )
    
    $
    (0.41
    )
    
    $
    (0.07
    )
    
    $
    (0.43
    )Weighted Average Number of Shares:Basic and diluted
    
    
    7,039
    
    
    
    7,162
    
    
    
    7,039
    
    
    
    7,162
  4




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ODIMO, INCORPORATED AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (Unaudited)
 Nine Months EndedSeptember 30,2007
    
    
    2006Cash Flows from Operating Activities:Net loss
    
    $
    (490
    )
    
    $
    (3,097
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    10
    
    
    
    2,919Gain on sale of assets
    
    
    (424
    )
    
    
    (6,904
    )Amortization of supply agreement
    
    
    
    
    
    
    206Changes in operating assets and liabilities:(Increase) decrease in:Deposits with credit card processing company
    
    
    108
    
    
    
    534Escrow deposit
    
    
    30
    
    
    
    (106
    )Accounts receivable
    
    
    
    
    
    
    207Inventories
    
    
    
    
    
    
    5,105Prepaid expenses and other current assets
    
    
    25
    
    
    
    (385
    )Other assets
    
    
    
    
    
    
    46Increase (decrease) in:Accounts payable
    
    
    (299
    )
    
    
    (6,276
    )Accounts payable to related parties
    
    
    
    
    
    
    8Accrued liabilities, other
    
    
    145
    
    
    
    (2,023
    )Net cash used in operating activities
    
    
    (895
    )
    
    
    (9,766
    )Cash Flows from Investing Activities:Proceeds from sale of assets, net of expenses
    
    
    674
    
    
    
    6,904Purchase of property and equipment
    
    
    
    
    
    
    (705
    )Net cash provided by investing activities
    
    
    674
    
    
    
    6,199Cash Flows from Financing Activities:Proceeds from notes payable to related party
    
    
    258
    
    
    
    Payments on stockholder notes
    
    
    (30
    )
    
    
    Net cash provided by financing activities
    
    
    228
    
    
    
    Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    7
    
    
    
    (3,567
    )Cash and Cash Equivalents, Beginning
    
    
    75
    
    
    
    3,831Cash and Cash Equivalents, Ending
    
    $
    82
    
    
    $
    264Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest
    
    $
    1
    
    
    $
    24
  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
 7




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4. PROPERTY AND EQUIPMENT
  EstimatedUseful Lives
    
    
    September 30,
    
    
    December 31,(in Years)
    
    
    2007
    
    
    2006Computers, software and equipment
    
    
    3
    
    
    $
    65
    
    
    $
    315Less: accumulated depreciation
    
    
    
    
    
    
    (32
    )
    
    
    (21
    )$
    33
    
    
    $
    294
  5. STOCK OPTION PLAN
  September 30, 2007WeightedAverageExerciseOptions
    
    
    PriceOutstanding at beginning of year
    
    
    131
    
    
    $
    12.26Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled
    
    
    (103
    )
    
    
    8.75Outstanding at September 30, 2007
    
    
    28
    
    
    $
    24.83Options exercisable at
September 30, 2007
    
    
    28
    
    
    $
    24.83
 6. INCOME TAXES
  7. LEGAL PROCEEDINGS
  8




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  Going Concern
   Comparison of Quarter Ended September 30, 2007 to Quarter Ended September 30, 2006
 Net Sales
 Gross Profit
 Marketing
 9




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General and Administrative Expenses
 Depreciation and Amortization
 Interest Expense, Net
 Net Loss
 Comparison of Nine Months Ended September 30, 2007 to Nine Months Ended September 30, 2006
 Net Sales
 Gross Profit
 Marketing
 General and Administrative Expenses
 Depreciation and Amortization
 Interest Expense, Net.
 Net Loss
 10




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Liquidity and Capital Resources
  Discussion of Cash Flows
     Liquidity Sources
   11




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Contractual Obligations
  Payments Due by PeriodLess thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years(in thousands)Note Payable to Alan Lipton
    
    $
    500
    
    
    
    
    
    
    
    
    
    
    $
    500
 Off Balance Sheet Arrangements
  Outstanding Stock Options
  Critical Accounting Policies and Estimates
   Income Taxes
  12




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Recently Issued Accounting Standards
    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.
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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.
 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.
  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.
  14




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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.
    Our stock price has been and may continue to be volatile.
  Future sales of our common stock may cause our stock price to decline.
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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;
    
    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.
  16




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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.
  
 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4. Controls and Procedures
  17




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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  18




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ITEM 6. 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 Kornblum
Lock-up Agreement dated July 12, 2004, between the registrant and Amerisa
10.5.7(1) Kornblum10.5.8(1)
    
    Lock-up Agreement dated July 12, 2004, between the registrant and George Grous
Lock-up Agreement dated July 12, 2004, between the registrant and Michael
10.5.9(1) 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 officers
 19




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ExhibitNumber
    
    Description10.7(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.
 20




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ExhibitNumber
    
    Description10.22(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. 21




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(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. 22




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SIGNATURES
  ODIMO INCORPORATED 
RegistrantDate: November 12, 2007
    /s/ Amerisa KornblumAmerisa KornblumChief Financial Officer (Principal Financial
Officer and Duly Authorized Officer) 23