SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number 000-51161
Odimo Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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22-3607813
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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9858 Clint Moore Road, Boca Raton, Fl
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33496
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(Address of principal executive offices)
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(Zip Code)
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(954) 993 -4703
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its Web
site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes
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No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
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No
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As of August 11, 2011, the registrant had 11,086,575 shares of common stock outstanding.
ODIMO, INCORPORATED
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Odimo, Incorporated
Balance Sheets
(in thousands, except par value)
(Unaudited)
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June 30,
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December 31,
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2011
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2010
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ASSETS
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Current Assets:
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Cash
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$
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8
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$
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3
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Total Assets
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$
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8
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$
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3
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LIABILITIES AND STOCKHOLDERS DEFICIENCY
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Current Liabilities:
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Accounts payable
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$
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$
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230
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Accrued liabilities
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16
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10
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Note payable, related party
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23
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3
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Total current liabilities
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39
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243
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Stockholders Deficiency:
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Preferred stock, $0.001 par value, 50 million shares
authorized, none issued and outstanding
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Common stock, $0.001 par value, 300 million shares
authorized, 11,086 shares issued and outstanding
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10
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10
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Additional paid-in capital
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104,611
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104,583
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Accumulated deficit
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(104,652
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(104,833
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Total stockholders deficiency
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(31
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(240
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Total liabilities and stockholders deficiency
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$
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8
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$
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3
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See
notes to unaudited condensed financial statements.
Odimo, Incorporated
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
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Three Months Ended June 30,
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Six Months Ended June 30,
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2011
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2010
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2011
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2010
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Revenues
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$
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$
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$
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$
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Operating expenses
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31
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28
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49
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53
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Total operating expenses
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31
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28
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49
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53
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Loss from Operations
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(31
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(28
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(49
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(53
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Other Income (Expense):
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Gain on debt forgiveness
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230
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Net Income (Loss)
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$
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(31
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$
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(28
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$
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181
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$
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(53
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Net Income (Loss) per Common Share
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Basic and diluted
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$
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(0.00
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$
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(0.00
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$
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0.02
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$
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(0.00
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Weighted Average Number of Shares:
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Basic and diluted
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11,086
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11,086
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11,086
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11,086
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See notes to unaudited condensed financial statements.
-2-
Odimo, Incorporated
STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
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Six Months Ended June 30,
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2011
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2010
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Cash Flows from Operating Activities:
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Net Income (Loss)
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$
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181
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$
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(53
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Adjustments to reconcile net loss to net cash
provided by (used) in operating activities:
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Charge in lieu of compensation contributed by officer and related party
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28
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28
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Gain on forgiveness of debt
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(230
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Changes in operating assets and liabilities:
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Increase in:
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Accrued liabilities
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6
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Net cash provided by (used in) operating activities
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(15
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(25
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Cash Flows from Investing Activities:
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Net cash provided by investing activities
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Cash Flows from Financing Activities:
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Loan payable to stockholder
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20
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Net cash provided by financing activities
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20
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Net Increase (decrease) in Cash and Cash Equivalents
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5
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(25
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Cash and Cash Equivalents, Beginning
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3
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122
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Cash and Cash Equivalents, Ending
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$
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8
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$
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97
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Supplemental Disclosures of Cash Flow Information:
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Cash paid during the period for:
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Interest
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$
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$
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Income tax
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$
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$
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See notes to unaudited condensed financial statements.
-3-
ODIMO INCORPORATED
Notes to Unaudited Condensed Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Statements
The interim financial statements as of June 30, 2011, and
for the periods ended June 30, 2011 and 2010, are unaudited. However, in the opinion of
management, the interim financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present the Companys financial position as of June 30, 2011
and the results of its operations and its cash flows for the periods ended June 30, 2011 and 2010.
These results are not necessarily indicative of the results expected for the year ending December
31, 2011. The accompanying financial statements and condensed notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the United States of
America. Refer to the Companys audited financial statements as of December 31, 2010, filed with
the Securities and Exchange Commission (SEC) for additional information, including significant
accounting policies
Business
The Company is a non-operating public shell company. The Company is seeking suitable
candidates for a business combination with a private company. The Company previously was an online
retailer of watches, luxury goods, diamonds and jewelry through three websites, www.diamond.com,
www.ashford.com and www.worldofwatches.com. The Companys operating results disclosed in this
Quarterly Report on Form 10 Q are not meaningful to its future results.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
General and Administrative Expenses
General and administrative expenses include professional
fees, insurance, rent, and other general corporate expenses.
Loss Per Share
Basic loss per share is computed based on the average number of common shares
outstanding and diluted earnings per share is computed based on the average number of common and
potential common shares outstanding under the treasury stock method. The calculation of diluted
loss per share was the same as the basic loss per share for each period presented since the Company
has no common stock equivalents.
2. GOING CONCERN CONSIDERATIONS
The Company is a non-operating public shell company and is seeking suitable candidates for a
business combination with a private company. The Company may seek to raise additional capital
through the issuance of equity or debt, including loans from related parties, to acquire sufficient
liquidity to satisfy its future liabilities. Such additional capital may not be available timely or
on terms acceptable to the Company, if at all. The Companys plans to repay its liabilities as they
become due may be impacted adversely by its inability to have sufficient liquid assets to satisfy
its liabilities.
The Companys independent registered public accounting firms report on its financial
statements for the fiscal year ended December 31, 2010 includes an explanatory paragraph regarding
the Companys ability to continue as a going concern. As shown in its historical financial
statements, the Company has incurred significant recurring net losses for the past several years
and as of December 31, 2010, its financial statements reflected negative working capital and a
stockholders equity deficiency. These conditions raise substantial doubt about the Companys
ability to continue as a going concern. Further, the registered public accounting firms report
states that the financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
-4-
ODIMO INCORPORATED
Notes to Unaudited Condensed Financial Statements
3. REVERSE MERGER
On October 29, 2010, the Company entered into a Share Exchange Agreement with Standard Crushed
Stone Industry Limited, a Cayman Islands company (SCSI) and its sole shareholder Republic Rock
United Industry Limited, a BVI company (Republic Rock ). On November 11, 2010, the Company closed
the transactions under the Share Exchange Agreement and acquired from Republic Rock all of the
outstanding shares of SCSI in exchange for the issuance of 235,281,759 shares of Odimo Common Stock
(the Reverse Merger). SCSI, through its affiliated entities located and operating in the Shiyan
Region of the Peoples Republic of China, is engaged in the manufacture and distribution of cement
and cement products.
On February 4, 2011 the parties rescinded the Share Exchange Agreement and voided ab initio,
the Reverse Merger (the Rescission). In January 2011, the Company was advised by local
governmental authorities in the Hubei Province of the Peoples Republic of China (PRC) that its
application made under the Circular on Issues Relevant to Foreign Exchange Control with Respect to
the Round-trip Investment of Funds Raised by Domestic Residents Through Offshore Special Purpose
Vehicles (Circular 75) issued in October 2005 by the PRC State Administration of Foreign Exchange
(SAFE) had not been approved (the Non-Approval). As a result of the Non-Approval, Odimo is
precluded from engaging in equity financing outside of China for Hubei Jinlong Cement Company
(Hubei Jinlong), the PRC Company whose business operations had become controlled by Odimo
pursuant to the Reverse Merger and accordingly Hubei Jinlong would not be able to carry out its
business plan. The parties to the Share Exchange Agreement determined that it was fair to and in
the best interests of their respective corporations and shareholders to rescind the Share Exchange
Agreement and unwind the Reverse Merger and the other transactions contemplated thereby as if they
never occurred, upon the terms and subject to the conditions set forth in the Rescission Agreement.
Pursuant to the Rescission, the Company returned to Republic Rock all shares of Standard
Crushed it acquired under the Share Exchange Agreement and all 235,281,759 shares of common stock
of Odimo issued in connection with the Reverse Merger was returned to the Company.
As a result of the Rescission, Odimo resumed its status as a shell company and will seek to
effect a merger, acquisition or other business combination with an operating company, including an
operating company based in China, by using a combination of capital stock, cash on hand, or other
funding sources, if available, Alan Lipton is the sole member of our Board of Directors and Amerisa
Kornblum is our President and Chief Financial Officer. The Reverse Merger, as well as any action
taken by the Company subsequent to the Reverse Merger, is null and void as if it never occurred.
Standard Crushed is not now and as a result of the Rescission has never been a subsidiary of the
Company and the parties are returned to their respective positions immediately prior to the Share
Exchange Agreement and Reverse Merger.
In connection with the closing of the Reverse Merger, the Company expended approximately
$28,000 to cover transfer agent, printing and accounting fees and costs. Odimo used another
$50,000 to cover legal fees of Hubei Jinlong, resulting in the Company having approximately $8,000
of cash on hand as of June 30, 2011. The Company may seek to raise additional capital through the
issuance of equity or debt, including loans from related parties, to acquire sufficient liquidity
to satisfy our future liabilities. Such additional capital may not be available timely or on terms
acceptable to it, if at all. The Companys plans to repay its liabilities as they become due may be
impacted adversely by its inability to have sufficient liquid assets to satisfy its liabilities.
-5-
ODIMO INCORPORATED
Notes to Unaudited Condensed Financial Statements
4. RELATED PARTY TRANSACTIONS
Note Payable to Related Party
In May 2011, the Company borrowed the sum of $20,000 from Elao,
LLC. The Lily Maya Lipton Family Trust is the sole member of Elao, LLC and Alan Lipton is the sole
trustee of the Lily Trust and his daughter Lily Maya Lipton is the sole lifetime beneficiary. The
Company is obligated to repay to Elao, LLC the $20,000 together with accrued interest at 5% per
annum, on the earlier to occur of (i) May 1, 2014; or (ii) the date it consummates a reverse merger
transaction.
In 2009, the Company had borrowed from Alan Lipton, its Chairman of the Board of Directors the sum
of $3,000 which bears interest at 4% and is due on demand. The Company used the proceeds of the
loans from Mr. Lipton for payment of its existing liabilities.
Services Contributed by Stockholders
During the six months ended June 30, 2011, certain
stockholders rendered professional services to the Company. A charge in lieu of compensation for
the estimated fair value of the services rendered by the officer and the related party ($28,000)
has been charged to expense together with a credit to additional paid in capital in the
accompanying financial statements for the six months ended June 30, 2011.
5. GAIN ON CANCELLATION OF LIABILITY
The Company recorded income of $181,000 resulting from the write off of $230,000 of accounts
payable. The Company determined to write off these accounts payable because it determined that the
time allowed a creditor to collect upon these accounts payable (i.e.: the statute of limitations)
had expired. This amount is included in other income in the Companys statement of operations.
-6-
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with Odimo Incorporateds (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
We are a non operating shell corporation. We intend to effect a merger, acquisition or other
business combination with an operating company by using a combination of capital stock, cash on
hand, or other funding sources, if available. We intend to devote substantially all of our time to
identifying potential merger or acquisition candidates. We have reviewed very few merger candidates
to date and there can be no assurances that we will enter into such a transaction in the near
future or on terms favorable to us, or that other funding sources will be available.
Rescission of Reverse Merger and Cessation of Online Retailing Business of the Company
On October 29, 2010, we entered into a Share Exchange Agreement with Standard Crushed Stone
Industry Limited, a Cayman Islands company (SCSI) and its sole shareholder Republic Rock United
Industry Limited, a BVI company (Republic Rock). On November 11, 2010, we closed the
transactions under the Share Exchange Agreement and acquired from Republic Rock all of the
outstanding shares of SCSI in exchange for the issuance of 235,281,759 shares of Odimo Common Stock
(the Reverse Merger). SCSI, through its affiliated entities located and operating in the Shiyan
Region of the Peoples Republic of China, is engaged in the manufacture and distribution of cement
and cement products. On February 4, 2011 the parties rescinded the Share Exchange Agreement and
voided ab initio, the Reverse Merger (the Rescission). In January 2011, we were advised by local
governmental authorities in the Hubei Province of the Peoples Republic of China (PRC) that our
application made under the Circular on Issues Relevant to Foreign Exchange Control with Respect to
the Round-trip Investment of Funds Raised by Domestic Residents Through Offshore Special Purpose
Vehicles (Circular 75) issued in October 2005 by the PRC State Administration of Foreign Exchange
(SAFE) had not been approved (the Non-Approval). As a result of the Non-Approval, Odimo is
precluded
from engaging in equity financing outside of China for Hubei Jinlong Cement Company (Hubei
Jinlong), the PRC company whose business operations had become controlled by Odimo pursuant to the
Reverse Merger and accordingly Hubei Jinlong would not be able to carry out its business plan. The
parties to the Share Exchange Agreement determined that it was fair to and in the best interests of
their respective corporations and shareholders to rescind the Share Exchange Agreement and unwind
the Reverse Merger and the other transactions contemplated thereby as if they never occurred, upon
the terms and subject to the conditions set forth in the Rescission Agreement.
Pursuant to the Rescission, we returned to Republic Rock all shares of Standard Crushed we
acquired under the Share Exchange Agreement and all 235,281,759 shares of common stock of Odimo
issued in connection with the Reverse Merger were returned to us. As a result of the Rescission,
Odimo resumed its status as a shell company.
The Reverse Merger, as well as any action taken by the Company subsequent to the Reverse
Merger, is null and void as if it never occurred. Standard Crushed is not now and as a result of
the Rescission has never been a subsidiary of the Company.
In connection with the closing of the Reverse Merger, we expended approximately $28,000 to
cover transfer agent, printing and accounting fees and costs. We used another $50,000 to cover
legal fees of Hubei Jinlong. We may seek to raise additional capital through the issuance of
equity or debt, including loans from related parties, to acquire sufficient liquidity to satisfy
our future liabilities. Such additional capital may not be available timely or on terms acceptable
to us, if at all. Our plans to repay our liabilities as they become due may be impacted adversely
by our inability to have sufficient liquid assets to satisfy our liabilities.
Prior to May 2006, we were an online retailer of high quality diamonds and fine jewelry, current
season brand name watches and luxury goods through three websites, www.diamond.com,
www.worldofwatches.com and www.ashford.com. In May 2006, we sold assets related to our online
diamond and jewelry business operations, including our domain name www.diamond.com. In December
2006, we sold assets related to our online watch business operations, including our domain name
www.worldofwatches.com. In April 2007, we sold our domain name www.ashford.com and related
intellectual property rights, product images and other intangibles.
-7-
Other than Amerisa Kornblum, our President and Chief Financial Officer, who, commencing in
2008, serves the Company for no compensation, we have no employees.
Going Concern
Our independent registered public accounting firms report on our financial statements for the
fiscal year ended December 31, 2010 includes an explanatory paragraph regarding our ability to
continue as a going concern. As shown in our historical financial statements, we have incurred
significant recurring net losses and negative cash flows from operations for the past several years
and as of December 31, 2010, our financial statements reflect negative working capital and a
stockholders equity deficiency.
These conditions raise substantial doubt about our ability to continue as a going concern.
Further, the registered public accounting firms report states that the financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
We may seek to raise additional capital through the issuance of equity or debt, including
loans from related parties, to acquire sufficient liquidity to satisfy our future liabilities. Such
additional capital may not be available timely or on terms acceptable to us, if at all. Our plans
to repay our liabilities as they become due may be impacted adversely by our inability to have
sufficient liquid assets to satisfy our liabilities.
Comparison of Quarter Ended June 30, 2011 to Quarter Ended June 30, 2010
We generated no revenue during either the quarter ended June 30, 2011 or 2010.
General and Administrative Expenses.
General and administrative expenses for the quarters
ended June 30, 2011 and 2010 were $31,000 and $28,000. We believe that while we are a non-operating
shell company, our operating expenses will include rent, accounting and other general and
administrative expenses as well as costs associated with seeking to locate and consummate a
business combination.
Net Loss.
Net loss for the quarter ended June 30, 2011 was $31,000 compared to $28,000 for the
quarter ended June 30, 2010.
Comparison of Six Months Ended June 30, 2011 to Six Months Ended June 30, 2010
We generated no revenue for the six months ended June 30, 2011 or 2010.
General and Administrative Expenses.
General and administrative expenses for the six months
ended June 30, 2011 were $49,000 compared to $53,000 for the six months ended June 30, 2010. We
believe that while we are a non-operating shell company, our operating expenses will include rent,
insurance, accounting and other general and administrative expenses as well as costs associated
with seeking to locate and consummate a business combination.
Net Income (Loss).
Net income for the six months ended June 30, 2011 was $181,000 compared to
a net loss of $(53,000) for the six months ended June 30, 2010.
Liquidity and Capital Resources
As of June 30, 2011, we had cash of approximately $8,000 and total liabilities of $39,000
compared to cash of $3,000 and total liabilities of $243,000 as of December 31, 2010. In May 2011,
we borrowed the sum of $20,000 from Elao, LLC. The Lily Maya Lipton Family Trust is the sole
member of Elao, LLC and Alan Lipton is the sole trustee of the Lily Trust and his daughter Lily
Maya Lipton is the sole lifetime beneficiary. We are obligated to repay to Elao, LLC the $20,000
together with accrued interest at 5% per annum, on the earlier to occur of (i) May 1, 2014; or (ii)
the date we consummate a reverse merger transaction.
We intend to continue devoting substantially all of our time to identifying merger or
acquisition candidates. In the event we locate an acceptable operating business, we intend to
effect the transaction utilizing any combination of our Common Stock, cash on hand, or other
funding sources that we reasonably believe are available. However, there can be no assurances that
we will be able to consummate a merger or acquisition of an operating business on terms favorable
to us, if at all, or that other funding sources will be available.
Discussion of Cash Flows
Net cash used in operating activities for the six months ended June 30, 2011 was $15,000
compared to $25,000 for the six months ended June 30, 2010.
-8-
We had no net cash provided by financing activities for the six months ended June 30, 2011 or
the six months ended June 30, 2010. .
Liquidity Sources
Our current sources of liquidity consist of cash on hand. As of June 30, 2011, we had $8,000
of cash compared to $3,000 of cash as of December 31, 2010.
Until required for other purposes, our cash is maintained in deposit accounts or highly liquid
investments with original maturities of 90 days or less at the time of purchase.
We may seek to raise additional capital through the issuance of equity or debt, including
loans from related parties, to acquire sufficient liquidity to satisfy our future liabilities. Such
additional capital may not be available timely or on terms acceptable to us, if at all. Our plans
to repay our liabilities as they become due may be impacted adversely by our inability to have
sufficient liquid assets to satisfy our liabilities.
Our independent registered public accounting firms report on our financial statements for the
fiscal year ended December 31, 2010 includes an explanatory paragraph regarding our ability to
continue as a going concern. As shown in our historical financial statements, we have incurred
significant recurring net losses and negative cash flows from operations for the past several years
and as of December 31, 2010, our financial statements reflect negative working capital and a
stockholders equity deficiency. These conditions raise substantial doubt about our ability to
continue as a going concern. Further, the registered public accounting firms report states that
the financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
During the six months ended June 30, 2010, we funded our operations primarily with cash on
hand and from the net proceeds from the sale of shares.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
Critical Accounting Policies and Estimates
Our unaudited condensed financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these financial statements
requires us to make significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities.
On an ongoing basis, we evaluate our estimates, including those related to income taxes, and
contingencies and litigation. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions.
While our significant accounting policies are described in more detail in Note 1 to our
unaudited condensed financial statements included in this report, we believe the policies discussed
below are the most critical to understanding our financial position and results of operations.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method,
deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the
years in which the differences between the financial reporting and tax filing bases of existing
assets and liabilities are expected to reverse. We have considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the need for a valuation
allowance against our deferred tax assets. We have recorded a full valuation allowance against our
deferred tax assets since we have determined that it is more likely than not that we may not be
able to realize our deferred tax asset in the future.
Recent Accounting Developments
There were no recently issued accounting standards which we have not yet adopted that are
expected to have a material effect on our financial condition, results of operations or cash flows.
-9-
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Our exposure to market risk due to changes in interest rates relates primarily to the increase
or decrease in the amount of interest income we can earn on our cash equivalents. Our risk
associated with fluctuating interest rates is limited to our investments in interest rate sensitive
financial instruments. Under our current policies, we do not use interest rate derivative
instruments to manage exposure to interest rate changes. We attempt to increase the safety and
preservation of our invested principal funds by limiting default risk, market risk and reinvestment
risk. We mitigate default risk by investing in investment grade securities. A hypothetical 100
basis point adverse move in interest rates along the entire interest rate yield curve would not
materially affect the fair value of our interest sensitive financial instruments due to their
relatively short term nature. Declines in interest rates over time will, however, reduce our
interest income while increases in interest rates over time will increase our interest income.
ITEM 4. Controls and Procedures
As described in more detail in our Annual Report on Form 10-K for the year ended December 31,
2010, during the course of preparing our financial statements for the year ended December 31, 2010,
we identified a material weakness in connection with the evaluation of the effectiveness of our
internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. Our
management, comprised solely of our Chief Executive Officer (CEO)/Chief Financial Officer
(CFO), has evaluated the effectiveness of our disclosure controls and procedures (as such items
are defined in rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on that evaluation, our CEO/CFO has concluded that, due to the material weakness disclosed in
our Annual Report on Form 10-K for the year ended December 31, 2010, our disclosure controls and
procedures were not effective as of the end of the period covered by this Quarterly Report on Form
10-Q.
There have not been any changes in internal control over financial reporting in the period
covered by this Quarterly Report on Form 10-Q which have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. Exhibits
(a) Exhibits
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Exhibit
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Description
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31.1
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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 amended
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31.2
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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 amended
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS***
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XBRL Instance Document
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101.SCH***
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XBRL Taxonomy Extension Schema Document
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101.CAL***
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF***
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB***
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE***
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XBRL Taxonomy Extension Presentation Linkbase Document
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***
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Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files
are deemed not filed or part of a registration statement or prospectus for purposes of Sections
11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise
are not subject to liability under these sections.
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-10-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ODIMO INCORPORATED
Registrant
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Date: August 11, 2011
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/s/ Amerisa Kornblum
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Amerisa Kornblum
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Chief Financial Officer (Principal Financial Officer
and Duly Authorized Officer)
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-11-
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