- Current report filing (8-K)
05 Junho 2009 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 1, 2009
Odimo Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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000-51161
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223607813
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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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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Registrants telephone number, including area code: (954) 993-4703
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 4.01. Changes in Registrants Certifying Accountant.
On June 1, 2009, the independent registered public accounting firm of Odimo Incorporated (the
Company), Rachlin LLP (Rachlin), merged with and into Marcum LLP (the Merger) and began
practicing in Florida as MarcumRachlin, a division of Marcum LLP (MarcumRachlin). Accordingly,
effective June 1, 2009, Rachlin ceased to act as the Companys independent registered public
accounting firm and MarcumRachlin became the Companys independent registered public accounting
firm. This change in the Companys independent registered public accounting firm was accepted by
the Audit Committee of the Companys Board of Directors.
The principal accountants reports of Rachlin on the financial statements of the
Company as at and for the fiscal years ended December 31, 2008 and 2007 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During the fiscal years ended December 31, 2008 and 2007 and through the effective time of the
Merger, there were no disagreements with Rachlin on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to
Rachlins satisfaction would have caused it to make reference thereto in connection with its
reports on the financial statements for such years. During the fiscal years ended December 31,
2008 and 2007 and through June 1, 2009, there were no events of the type described in Item
304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2008 and 2007 and through the effective time of the
Merger, the Company did not consult with Marcum LLP or MarcumRachlin with respect to any of (i) the
application of accounting principles to a specified transaction, either completed or proposed; (ii)
the type of audit opinion that might be rendered on the Companys financial statements; or (iii)
any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Rachlin with a copy of the foregoing disclosure and requested Rachlin to
furnish the Company with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made therein. A copy of such letter, dated June 4, 2009,
furnished by MarcumRachlin as successor to Rachlin, is filed as
Exhibit 16.1
to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
16.1
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Letter dated June 4, 2009 from MarcumRachlin, a division of Marcum LLP.
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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 hereunto duly authorized.
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ODIMO INCORPORATED
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June 5, 2009
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By:
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Amerisa Kornblum
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Name:
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Amerisa Kornblum
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Title:
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President
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EXHIBIT INDEX
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Exhibit No.
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Description
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16.1
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Letter dated June 4, 2009 from MarcumRachlin, a division of Marcum LLP.
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4
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