##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-51161
 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 Number)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)
 Securities registered under Section 12(b) of the Exchange Act: None
 Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share
  o þ
  o þ
  þ o
  o o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
  þ o
   DOCUMENTS INCORPORATED BY REFERENCE
 None




---



##### 



ODIMO INCORPORATED
FORM 10-K  ANNUAL REPORT
For the Fiscal Year Ended December 31, 2010
TABLE OF CONTENTS
 PagePART I
    
    
    1FORWARD-LOOKING STATEMENTS
    
    
    1ITEM 1. Business
    
    
    1Item 1A. Risk factors
    
    
    3Item 2. Properties
    
    
    6Item 3. Legal Proceedings
    
    
    6PART II
    
    
    7Item 5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    7Item 6. Selected Financial Data
    
    
    8Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    8Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    11Item 8. Financial Statements and Supplementary Data
    
    
    11Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosures
    
    
    11Item 9A. Controls and Procedures
    
    
    11Item 9B. Other Information
    
    
    13PART III
    
    
    13Item 10. Directors, Executive Officers and Corporate Governance
    
    
    13Item 11. Executive Compensation
    
    
    13Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    14Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    16Item 14. Principal Accountant Fees and Services
    
    
    16PART IV
    
    
    18Item 15. Exhibits and Financial Statement Schedules
    
    
    18SIGNATURES
    
    
    19EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART I
 
 FORWARD-LOOKING STATEMENTS
 This report contains various forward-looking statements regarding our business, financial
condition, results of operations and future plans and projects. Forward-looking statements discuss
matters that are not historical facts and can be identified by the use of words such as believes,
expects, anticipates, intends, estimates, projects, can, could, may, will,
would or similar expressions. In this report, for example, we make forward-looking statements
regarding, among other things, our expectations about our ability to continue as a going concern.
 Although these forward-looking statements reflect the good faith judgment of our management,
such statements can only be based upon facts and factors currently known to us. Forward-looking
statements are inherently subject to risks and uncertainties, many of which are beyond our control.
As a result, our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set forth below under
the caption Risk Factors. For these statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You
should not unduly rely on these forward-looking statements, which speak only as of the date on
which they were made. They give our expectations regarding the future but are not guarantees. We
undertake no obligation to update publicly or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, unless required by law.
 
 ITEM 1. BUSINESS
  Recent Developments




---



##### Table of Contents



Non-Operating Shell Company
  Cessation of Online Retailing Business of the Company
 www.diamond.com www.worldofwatches.com
  Going Concern
    Available Information
  2




---



##### Table of Contents



www.sec.gov
 
 ITEM 1A. 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 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.
  3




---



##### Table of Contents



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.
   4




---



##### Table of Contents



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.
  A significant portion of our voting power is concentrated and, as a result, our other stockholders
ability to influence corporate matters may be limited.
  5




---



##### Table of Contents



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 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  6




---



##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
  High
    
    LowFirst Quarter 2009
    
    
    .025
    
    
    
    .011Second Quarter 2009
    
    
    .025
    
    
    
    .015Third Quarter 2009
    
    
    .06
    
    
    
    .015Fourth Quarter 2009
    
    
    .08
    
    
    
    .016First Quarter 2010
    
    
    .12
    
    
    
    .040Second Quarter 2010
    
    
    .25
    
    
    
    .060Third Quarter 2010
    
    
    .24
    
    
    
    .115Fourth Quarter 2010
    
    
    .25
    
    
    
    .13
  Dividend Policy
  7




---



##### Table of Contents



Equity Compensation Plan
  2010 EQUITY COMPENSATION PLAN INFORMATION
 (c)Number ofsecuritiesremaining(a)
    
    
    (b)
    
    
    availableNumber of
    
    
    Weighted-
    
    
    for futuresecurities to be
    
    
    average
    
    
    issuanceissued upon
    
    
    exercise price
    
    
    under equityexercise of
    
    
    of
    
    
    compensation planoutstanding
    
    
    outstanding
    
    
    (excludingoptions,
    
    
    options,
    
    
    securitieswarrants
    
    
    warrants
    
    
    reflected inPlan Category
    
    and rights
    
    
    and rights
    
    
    column (a))Equity compensation plans approved by security holders
    
    
    0
    
    
    $
    0
    
    
    
    559,391Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    0
    
    
    $
    0
    
    
    
    559,391
 Recent Sales of Unregistered Securities
  Repurchases of Equity Securities
  
 ITEM 6. SELECTED FINANCIAL DATA.
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion contains forward-looking statements, which involve risks and
uncertainties. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set forth previously
under the caption Risk Factors. This Managements Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with our consolidated financial statements
and related notes included elsewhere in this report.
 Overview
  8




---



##### Table of Contents



Results of Operations
 Comparison of Years Ended December 31, 2010 and 2009
 General and Administrative Expenses.
 Net Income(Loss).
 Liquidity and Capital Resources
  Discussion of Cash Flows
   Liquidity Sources
  9




---



##### Table of Contents



Contractual Obligations
  Off Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
   Income Taxes
  Recently Issued Accounting Pronouncements
 Fair Value Measurements
and Disclosures
 10




---



##### Table of Contents



Recently Adopted Accounting Guidance
   Accounting Guidance Not Yet Effective
    
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
  11




---



##### Table of Contents



ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
    Changes in Internal Control Over Financial Reporting.
  Management Report On Internal Control Over Reporting.
     12




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    PositionAlan Lipton
    
    
    60
    
    
    DirectorAmerisa Kornblum
    
    
    49
    
    
    Chief Executive Officer, Chief Financial
Officer, Secretary and Treasurer
 Alan Lipton
 Amerisa Kornblum
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct and Ethics
 , ,
 
 ITEM 11. EXECUTIVE COMPENSATION
  13




---



##### Table of Contents



Stock Options /Equity Awards
  Pension Benefits
  Nonqualified Deferred Compensation
  Stock Ownership Guidelines
  Director Compensation
  Communications with Director
 Stockholder
Communication.
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Stock Ownership of Certain Beneficial Owners and Management
    14




---



##### Table of Contents



PRINCIPAL STOCKHOLDERS
 SHARESBENEFICIALLYBENEFICIAL OWNER
    
    OWNED
    
    
    PERCENTAGE5% StockholdersELAO, LLC (1)
c/o Alan Lipton
    
    
    3,096,058
    
    
    
    27.93
    %Lily Maya Lipton Family Trust (1)

c/o Alan Lipton, Trustee
    
    
    4,274,629
    
    
    
    38.56
    %Relao 2, LLC (4)

c/o Charles Rennert

100 SE 2nd Street 2900
Miami FL 33131
    
    
    1,178,571
    
    
    
    10.63
    %Bruce Galloway (3)

Gary Herman (3)

c/o Galloway Capital Management, LLC

720 Fifth Avenue, New York, NY 10019
    
    
    2,678,327
    
    
    
    24.15
    %DIRECTORS AND EXECUTIVE OFFICERSAlan Lipton (1) (2)
    
    
    4,274,629
    
    
    
    38.56
    %Amerisa Kornblum (4)
    
    
    178,571
    
    
    
    1.6
    %All directors and executive officers as a group (2 persons)
    
    
    4,281,127
    
    
    
    38.62
    %
 
 (1)
    
    Lily Maya Family Trust (the Lily Trust) is the sole member of Elao, LLC, a Florida limited
liability company. Alan Lipton is the sole trustee of the Lily Trust and his daughter Lily
Maya Lipton is the sole lifetime beneficiary. Both the Lily Trust and Alan Lipton have shared
voting and dispositive power over the shares owned by Elao, LLC. Alan Lipton has shared voting
and dispositive over the shares owned by the Lily Trust.(2)
    
    Includes 1,682 shares held by Lipton Partnership, a general partnership in which Alan Lipton
has a beneficial interest.(3)
    
    Represents 816,482 shares of Common Stock held by Mr. Galloways Individual Retirement
Account which Mr. Galloway has sole power to vote and dispose, 61,450 shares of Common Stock
held by Mr. Galloways children for which he has the sole power to vote and dispose, and
1,800,395 shares of Common Stock held by Strategic Turnaround Equity Partners, LP (Cayman)
(STEP) for which Messrs. Galloway and Herman have the shared power to vote and dispose.
Messrs. Galloway and Herman are managing members of Galloway Capital Management, LLC, the
general partner of STEP. Messrs. Galloway and Herman disclaim beneficial ownership of the
shares of Common Stock directly beneficially owned by STEP except for: (i) indirect interests
therein by virtue of being a member of Galloway Capital Management LLC, and (ii) the indirect
interests of Mr. Galloway by virtue of his being a limited partner of STEP.(4)
    
    Does not include shares held by Elao, LLC. Each of Ms. Kornblum and an entity , the
principals of which are the same principals of Relao 2, LLC have a contingent contractual
right to receive 33.3% of the proceeds upon sale of these shares. The principals of Relao, LLC
and Relao 2, LLC are shareholders, directors and officers of Berman Rennert Vogel & Mandler,
P.A., a law firm who has and continues to provide legal services to the Company. Changes In Control
  15




---



##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
      16




---



##### Table of Contents



Audit and Non-Audit Fees
  2009
    
    
    Thru Dec 3, 2010Audit Fees
    
    $
    25,000
    
    
    $
    30,000Audit Related Fees
    
    
    0
    
    
    
    0Tax Fees
    
    
    0
    
    
    
    0All Other Fees (1)
    
    
    0
    
    
    
    7,000Total
    
    $
    25,000
    
    
    $
    37,000
 
 (1)
    
    Consists of fees related to due diligence activities relating to the Reverse Merger.  From Dec. 3 thru 
Dec. 31, 2010Audit Fees
    
    $
    2,000Audit Related Fees
    
    
    0Tax Fees
    
    
    0All Other Fees
    
    
    0Total
    
    $
    2,000
 Audit Fees.
 Audit-Related Fees.
 Tax Fees.
 All Other Fees.
 Board Pre-Approval Policies And Procedures
  17




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) Documents filed as part of this report.
  PageReport of Independent Registered Public Accounting Firms


F-1Balance Sheets


F-3Statements of Operations


F-4Statements of Cash Flows


F-5Statements of Stockholders Equity


F-6Notes to Financial Statements


F-7
   (b) Exhibits . The following exhibits are filed as a part of this report:
 Exhibit Number
    
    Description23.1 (1)
    
    Consent of PMB Helin Donavan LLP23.2 (1)
    
    Consent of Marcum LLP31.1 (1)
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgatedpursuant to the Securities Exchange Act of 1934, as amended31.2 (1)
    
    Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgatedpursuant to the Securities Exchange Act of 1934, as amended32.1 (1)
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2 (1)
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Filed herewith 18




---



##### Table of Contents



SIGNATURES
  ODIMO INCORPORATEDDated: March 30, 2011
    By:
    /s/ Amerisa KornblumName:
    Amerisa KornblumTitle:
    Chief Executive Officer
and 
Chief Financial
Officer  Name
    
    Title
    
    Date/s/ Amerisa Kornblum

Amerisa Kornblum
    
    Chief Executive Officer and
Chief Financial Officer 
( Principal Executive and Principal Financial and Accounting Officer )
    
    March 30, 2011/s/ Alan Lipton

Alan Lipton
    
    Sole Director
    
    March 30, 2011
 19




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ PMB Helin Donovan, LLP
 
 F-1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 F-2




---



##### Table of Contents



Odimo, Incorporated
 
 BALANCE SHEETS
 (in thousands, except par value)
 December 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash
    
    $
    3
    
    
    $
    122Total current assets
    
    
    3
    
    
    
    122Total Assets
    
    $
    3
    
    
    $
    122LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent Liabilities:Accounts payable
    
    $
    230
    
    
    $
    230Accrued liabilities
    
    
    10
    
    
    
    10Note payable, related party
    
    
    3
    
    
    
    3Total current liabilities
    
    $
    243
    
    
    $
    243TOTAL LIABILITIES
    
    $
    243
    
    
    $
    243Stockholders 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 shares issued and outstanding
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    104,583
    
    
    
    104,527Accumulated deficit
    
    
    (104,833
    )
    
    
    (104,658
    )TOTAL STOCKHOLDERS DEFICIENCY
    
    
    (240
    )
    
    
    (121
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
    
    $
    3
    
    
    $
    122
  F-3




---



##### Table of Contents



Odimo, Incorporated
 
 STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
 Year Ended December 31,2010
    
    
    2009Revenues
    
    $
    
    
    
    $
    Operating expenses
    
    
    175
    
    
    
    (17
    )Total operating expenses
    
    
    175
    
    
    
    (17
    )Income (Loss) from Operations
    
    
    (175
    )
    
    
    17Other Income (Expense):
    
    
    
    
    
    
    Net Income (Loss)
    
    $
    (175
    )
    
    $
    17Net Income (Loss) per Common ShareBasic and diluted
    
    $
    (0.02
    )
    
    $
    0.00Weighted Average Number of Shares:Basic and diluted
    
    
    11,086
    
    
    
    10,539
  F-4




---



##### Table of Contents



Odimo, Incorporated
 
 STATEMENTS OF CASH FLOWS
 (in thousands)
 Year Ended December 31,2010
    
    
    2009Cash Flows from Operating Activities:Net Income (Loss)
    
    $
    (175
    )
    
    $
    17Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Charge in lieu of compensation contributed by officer and related party
    
    
    56
    
    
    
    56Changes in operating assets and liabilities:(Increase) decrease in:Prepaid expenses and other current assets
    
    
    
    
    
    
    4Increase (decrease) in:Accounts payable
    
    
    
    
    
    
    (6
    )Net cash provided by (used in) operating activities
    
    
    (119
    )
    
    
    71Cash Flows from Investing Activities:
    
    
    
    
    
    
    Cash Flows from Financing Activities:Proceeds from sale of common stock
    
    
    
    
    
    
    50Net cash provided by financing activities
    
    
    
    
    
    
    50Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    (119
    )
    
    
    121Cash and Cash Equivalents, Beginning
    
    
    122
    
    
    
    1Cash and Cash Equivalents, Ending
    
    $
    3
    
    
    $
    122Supplemental Cash Flow Information:Cash paid for interest
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    $
    
    
    
    $
    
  F-5




---



##### Table of Contents



Odimo, Incorporated
 
 STATEMENTS OF STOCKHOLDERS DEFICIENCY
 (in thousands, except per share data)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    DeficiencyBALANCE-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
    
    
    
    
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    56Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    17BALANCE-December 31, 2009
    
    
    11,086
    
    
    $
    10
    
    
    $
    104,527
    
    
    $
    (104,658
    )
    
    $
    (121
    )Credits arising from services contributed by related parties
    
    
    
    
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    56Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (175
    )
    
    
    (175
    )BALANCE-December 31, 2010
    
    
    11,086
    
    
    $
    10
    
    
    $
    104,583
    
    
    $
    (104,833
    )
    
    $
    (240
    )
  F-6




---



##### Table of Contents



ODIMO INCORPORATED



Notes to Financial Statements
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Business
 Use of Estimates
 General and Administrative Expenses
 Income Taxes
 Income (Loss) Per Share
 Stock-Based Compensation
  Recently Issued Accounting Pronouncements
 Fair Value Measurements
and Disclosures
 Recently Adopted Accounting Guidance
  F-7




---



##### Table of Contents



ODIMO INCORPORATED
Notes to Financial Statements
   Accounting Guidance Not Yet Effective
    2. GOING CONCERN CONSIDERATIONS
   3. REVERSE MERGER
   F-8




---



##### Table of Contents



ODIMO INCORPORATED
Notes to Financial Statements
     4. STOCK OPTION PLAN
 i.e.,
   December 31, 2010WeightedAverageExerciseOptions
    
    
    PriceOutstanding at beginning of year
    
    
    26
    
    
    $
    24.48Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Expired
    
    
    26
    
    
    $
    24.48Outstanding at December 31, 2010
    
    
    
    
    
    $
    Options exercisable at December 31, 2010
    
    
    
 F-9




---



##### Table of Contents



ODIMO INCORPORATED
Notes to Financial Statements
 5. INCOME TAXES
  2010
    
    
    2009Amount
    
    
    Rate
    
    
    Amount
    
    
    RateIncome taxes at statutory rate
    
    $
    (40
    )
    
    
    34.0
    %
    
    $
    6
    
    
    
    34.0
    %State income taxes, net of federal benefit
    
    
    (6
    )
    
    
    3.6
    
    
    
    1
    
    
    
    3.6Increase in taxes:Penalties and fines
    
    
    
    
    
    
    0.0
    
    
    
    
    
    
    
    (0.0
    )Meals and entertainment
    
    
    
    
    
    
    0.0
    
    
    
    
    
    
    
    0.0Adjustment of deferred balances
    
    
    
    
    
    
    0.0
    
    
    
    
    
    
    
    0.0Valuation allowance
    
    
    46
    
    
    
    (37.6
    )
    
    
    (7
    )
    
    
    (37.6
    )$
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
   6. RELATED PARTY TRANSACTIONS
 Note Payable to Related Party
 Sale of Common Stock
 Services Contributed by Stockholders
 F-10




---



##### Table of Contents



ODIMO INCORPORATED
Notes to Financial Statements
 7. SUBSEQUENT EVENTS
  F-11