Annual Report (10-k)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

¨	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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

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 x No ¨

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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

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):

Indicate by check mark if the registrant is a shell company, in Rule 12b(2) of the Exchange Act. Yes x No ¨

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing price of its Common Stock on June 30, 2012 as reported by the OTCBB was approximately $336,771. Shares of voting stock held by each officer and director and by each person who owns 10% or more of the outstanding voting stock as of such date have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 26, 2013, 11,086,575 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

ODIMO INCORPORATED

FORM 10-K — ANNUAL REPORT

For the Fiscal Year Ended December 31, 2012

TABLE OF CONTENTS


		Page
PART I			1

	FORWARD-LOOKING STATEMENTS		1
	ITEM 1. Business		1
	Item 1A. Risk factors		2
	Item 2. Properties		6
	Item 3. Legal Proceedings		6

PART II			6

	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		6
	Item 6. Selected Financial Data		6
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		11
	Item 8. Financial Statements and Supplementary Data		11
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures		11
	Item 9A. Controls and Procedures		11
	Item 9B. Other Information		12

PART III			12

	Item 10. Directors, Executive Officers and Corporate Governance		12
	Item 11. Executive Compensation		13
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		14
	Item 13. Certain Relationships and Related Transactions, and Director Independence		15
	Item 14. Principal Accountant Fees and Services		16
	Item 15. Exhibits and Financial Statement Schedules		17

SIGNATURES			18

EX-23.1

EX-31.1

EX-31.2

EX-32.1

EX-32.2

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

Unless the context otherwise requires, all references in this Annual Report on Form 10-K to the “Company”, “Odimo”, “we”, “our”, “ours”, and “us” refers to Odimo Incorporated, a Delaware corporation.

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. 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.

Cessation of Online Retailing Business of the Company

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.

Other than Amerisa Kornblum, our President and Chief Executive Officer, who, commencing in 2008, serves the Company for no compensation, we have no full time employees.

Going Concern

Our independent registered public accounting firm’s report on our financial statements for the fiscal year ended December 31, 2012 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, 2012, 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 firm’s 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.

Available Information

We make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. All of our filings with the SEC may be obtained at the SEC’s Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and other information statements and other information regarding issuers that file electronically with the SEC at 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 are a public shell company with no operations and we are seeking 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. There can be no assurances that we will be successful in identifying acquisition candidates or that, if identified, we will be able to consummate a transaction on terms acceptable to us.

If we do not have sufficient liquid assets to satisfy our liabilities we will seek to raise additional capital through the issuance of equity or debt, including loans from related parties. 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 firm’s report on our financial statements for the fiscal year ended December 31, 2012 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, 2012, our financial statements reflect negative working capital and a stockholders’ equity deficiency.

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.

We have never declared or paid any cash dividends on our common stock and do not intend to pay dividends on our common stock for the foreseeable future. We intend to invest our future earnings, if any, to fund our growth.

Our common stock is currently quoted for trading on the OTC Pink Market-which may adversely impact the liquidity of our shares and reduce the value of an investment in our stock.

Effective August 14, 2006, our common stock was delisted from quotation on the Nasdaq Global Market (formerly known as the Nasdaq National Market) and on the same day our common stock became quoted on the Over-The-Counter Market on the NASD Electronic Bulletin Board (OTCBB) and it now is quoted for trading on the OTC Pink -electronic quotation system–Current Information Tier of the OTC Markets. Our common stock has historically been sporadically or “thinly traded” (meaning that the number of persons interested in purchasing our shares at or near ask prices at any given time may be relatively small or non-existent) and no assurances can be given that a broader or more active public trading market for our common stock will develop or be sustained in the future or that current trading levels will be sustained. You may be unable to sell at or near ask prices or at all if you desire to liquidate your shares. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

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 common stock is currently traded on the OTC Pink Market and is considered a “penny stock.” The OTC Pink Market is generally regarded as a less efficient trading market than the NASDAQ Market.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock.

Since our common stock is subject to the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market. There is no assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any exchange, even if eligible.

Our stock price has been and may continue to be volatile.

The market price for our common stock has been and is likely to continue to be volatile. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control.

Future sales of our common stock may cause our stock price to decline.

A small number of our current stockholders hold a substantial number of shares of our common stock. Shares held by our officers, directors and principal stockholders are considered “restricted securities” within the meaning of Rule 144 under the Securities Act and, are eligible for resale subject to the volume, manner of sale, holding period and other limitations of Rule 144.

Sales of a substantial number of shares, or the expectation that such sale may occur, could significantly reduce the market price of our common stock. Moreover, the holders of a substantial number of our shares of common stock have rights to require us to file registration statements to permit the resale of their shares in the public market or to include their shares in registration statements that we may file for ourselves or other stockholders. We also have registered all common stock that we may issue under our stock incentive plan. Accordingly, these shares, when registered, can be freely sold in the public market upon issuance, subject to restrictions under the securities laws. If any of these stockholders cause a large number of securities to be sold in the public market, the sales could reduce the trading price of our common stock. These sales also could impede our ability to raise future capital.

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 restated certificate of incorporation and restated bylaws contain provisions that may delay or prevent a change in control, discourage bids at a premium over the market price of our common stock and adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. These provisions include:

•

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.

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of 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.

Elao, LLC, a limited liability company controlled by Alan Lipton and a trust established for the benefit of Mr. Lipton’s child together own approximately 38.6% of our outstanding voting stock. Two other stockholders control an additional 34.52% of our outstanding common stock. Accordingly, each of these stockholders will have significant influence over the management and affairs of Odimo and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of Odimo or its assets, for the foreseeable future. This concentrated control limits the ability of our other stockholders to influence corporate matters and, as a result, these stockholders may take actions that Odimo’s other stockholders do not view as beneficial.

Our ability to use net operating loss carryforwards may be limited.

Section 382 of the Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in its stock ownership. We have preliminarily reviewed the applicability of the annual limitations imposed by Section 382 caused by previous changes in our stock ownership and believe the availability of our net operating loss carryforwards is substantially limited. There can be no assurance that we will be able to utilize any net operating loss carryforwards in the future. This limitation may adversely affect our ability to attract certain business combination candidates and/or consummate a business combination with an operating business.

Our limited resources make it impracticable to conduct a complete and exhaustive search for a business combination.

Our limited resources and the lack of extensive management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity before we commit our resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking our participation.

WE CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES EXCHANGE AND THEREFORE IT IS POSSIBLE THAT OUR SHAREHOLDERS WILL NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT IN OUR STOCK AND WE MAY NOT HAVE ACCESS TO CAPITAL AVAILABLE TO COMPANIES TRADING ON THESE EXCHANGES.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the NYSE MKT. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange.

The NASDAQ, NYSE, and NYSE MKT have adopted a “seasoning” requirement for the listing of former reverse merger companies, which includes trading in another market for an adequate period of time at certain minimum price levels, with an adequate number of round lot shareholders and completing SEC filings during this time, although there is an exception to this requirement for firmly underwritten public offerings of at least $40 million. We may be unable to comply with seasoning requirements for listing prior to the listing deadline and we may be unable to qualify for the $40 million exception, which could adversely impact our ability to access U.S. stock exchanges. If an active trading market for our shares does not develop, the value and liquidity of our shares will be materially and adversely affected.

After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our shareholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell

securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect our common stock’s liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

ITEM 2. PROPERTIES

Our corporate mailing address is 9858 Clint Moore Road, Boca Raton, Florida, 33496. We currently do not maintain an office.

ITEM 3. LEGAL PROCEEDINGS

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock was quoted for trading on the Nasdaq National Market from February 15, 2005 through August 13, 2006 and currently is quoted on the OTC Pink Market. The following table sets forth the high and low closing sales prices for our common stock as reported on the OTCBB for the quarterly periods for fiscal years 2012 and 2011. The high and low bid prices for the periods indicated reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.


	High		Low
First Quarter 2012	$	0.20	$	0.11
Second Quarter 2012	$	0.15	$	0.11
Third Quarter 2012	$	0.20	$	0.08
Fourth Quarter 2012	$	0.52	$	0.11

First Quarter 2011	$	0.20	$	0.09
Second Quarter 2011	$	0.13	$	0.10
Third Quarter 2011	$	0.15	$	0.09
Fourth Quarter 2011	$	0.15	$	0.06

The approximate number of holders of record of our common stock as of March 25, 2013 is 39, inclusive of those brokerage firms and/or clearing houses holding shares of common stock for their clientele (with each such brokerage house and/or clearing house being considered as one holder).

Dividend Policy

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Equity Compensation Plan

The following table details our equity compensation plan as of December 31, 2012:

2012 EQUITY COMPENSATION PLAN INFORMATION


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights		(b) Weighted- average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		0	$	0		559,391
Equity compensation plans not approved by security holders		—		—		—
Total		0	$	0		559,391

Repurchases of Equity Securities

None.

ITEM 6. SELECTED FINANCIAL DATA.

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 6.

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

We ceased operations as an online retailer at December 31, 2006 and, other than commissions we earned prior to April 2007 which were based on a percentage of gross sales made to visitors to our www.ashford.com homepage who were redirected to websites owned and operated by others, we have recorded no net sales or other operating revenue since our fiscal year ended December 31, 2007. We do not expect to generate operating revenue until such time as we consummate a business combination with an operating business, if at all. Our historical operating results disclosed in this Report on Form 10-K are not meaningful to our future results.

In May 2011, February 2012 and June 2012, we borrowed the sum of $20,000, $10,000 and $10,000 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. In December 2011 and February 2012, we borrowed the sum of $10,000 and $5,000 from our shareholder, Strategic Turnaround Equity Partners, LP (Cayman) (“STEP”). We are obligated to repay to Elao, LLC the $20,000 and to STEP the $10,000, 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 are obligated to repay to Elao, LLC the two $10,000 amounts and to STEP the $5,000, together with accrued interest at 5% per annum, on the earlier to occur of (i) May 1, 2015; or (ii) the date we consummate a reverse merger transaction or (iii) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates (See Note 3 to the financial statements). In November 2012 we sold $8,333 principal amount of our 5% Unsecured Convertible Promissory Notes due October 31, 2015, to each of the Lily Trust, STEP and Relao 2, LLC, each of whom is the beneficial owner of in excess of 10% of the outstanding shares of the Company’s Common Stock prior the purchase of the convertible debentures. The convertible notes are convertible, at the option of the holder, at any time at one time prior to maturity, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the convertible note by $0.12, as adjusted for certain corporate actions taken by the Company.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Comparison of Years Ended December 31, 2011 and 2012

General and Administrative Expenses. General and administrative expenses for the years ended December 31, 2012 and 2011 were $112,000 and $90,000, respectively. During 2012, such expenses consisted primarily of rent, accounting and other general and administrative expenses. We anticipate that our general and administrative expenses will remain low until such time as we effect a merger or other business combination with an operating business, if at all.

Net Income (Loss). Net Loss for the year ended December 31, 2012 was $115,000 compared to net income for the year ended December 31, 2011 of $140,000. During 2011, the Company recorded income of $230,000 resulting from the write-off of accounts payable.

Liquidity and Capital Resources

As of December 31, 2012, we had cash of approximately $5,000 and total liabilities of approximately $108,000. 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. If such shares of Common Stock are issued, our stockholders will experience a dilution of their ownership interest. If a substantial number of shares of common stock are issued in connection with a business combination, a change in control may occur.

Discussion of Cash Flows

Net cash used in operating activities for the year ended December 31, 2012 and December 31, 2011 was $54,000 and $24,000, respectively.

Net cash provided by investing activities in the years ended December 31, 2012 and 2011 was $0. Net cash provided by financing activities in the year ended December 31, 2012 and 2011 was $50,000 and $30,000. Net cash provided by financing activities in 2012 and 2011 includes $50,000 and $30,000 in loans from a related party.

Liquidity Sources

Our current source of liquidity consists of cash on hand. As of December 31, 2012, we had $5,000 of cash on hand. Until required for other purposes, our cash and cash equivalents are maintained in deposit accounts or highly liquid investments with original maturities of 90 days or less at the time of purchase.

In May 2011 and February 2012 and June 2012, we borrowed the sum of $20,000, $10,000 and $10,000 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. In December 2011 and February 2012, we borrowed the sum of $10,000 and $5,000 from our shareholder, Strategic Turnaround Equity Partners, LP (Cayman). We are obligated to repay to Elao, LLC the $20,000 and to STEP the $10,000, 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 are obligated to repay to Elao, LLC the two $10,000 amounts and to STEP the $5,000, together with accrued interest at 5% per annum, on the earlier to occur of (i) May 1, 2015; or (ii) the date we consummate a reverse merger transaction or (iii) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co., a former reverse merger party and/or their affiliates (See Note 3 to the financial statements). In November 2012 we sold $8,333 principal amount of our 5% Unsecured Convertible Promissory Notes due October 31, 2015, to each of the Lily Trust, STEP and Relao 2, LLC, each of whom is the beneficial owner of in excess of 10% of the outstanding shares of the Company’s Common Stock prior the purchase of the convertible debentures. The convertible notes are convertible, at the option of the holder, at any time at one time prior to maturity, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the convertible note by $0.12, as adjusted for certain corporate actions taken by the Company.

Contractual Obligations

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Critical Accounting Policies and Estimates

Our 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 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 Standards Adopted in 2012

In April 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring (“TDR”), both for purposes of recording an impairment loss and for disclosure of a TDR. In evaluating whether a restructuring constitutes a TDR, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. The amendments to ASU Topic 310, Receivables, clarify the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. ASU No. 2011-02 is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption.

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-04 Fair Value Measurement (Topic 820) which amended standards to achieve a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards. For assets and liabilities categorized as Level 3 and recognized at fair value, these amended standards require disclosure of quantitative information about unobservable inputs, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. In addition, these amended standards require that we disclose the level in the fair value hierarchy for financial instruments disclosed at fair value but not recorded at fair value. The amendments in this ASU are effective during interim and annual periods beginning after December 15, 2011. The adoption of this ASU is not expected to have a material impact on the financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” Under the amendments in this ASU, an entity has two options for presenting its total comprehensive income: to present total comprehensive income and its components along with the components of net income in a single continuous statement, or in two separate but consecutive statements. The amendments in this ASU are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The adoption of ASU No. 2011-05 will not have any material impact on the Company’s financial position and results of operations.

In September 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-08 Intangibles — Goodwill and Other (Topic 350) Testing Goodwill for Impairment. The ASU simplifies how entities, both public and nonpublic, test goodwill for impairment. The revised standard allows an entity to first assess qualitatively whether it is necessary to perform step one of the two-step annual goodwill impairment test. An entity is required to perform step one only if the entity concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, a likelihood of more than 50 percent. An entity can choose to perform the qualitative assessment on none, some, or all of its reporting units. Moreover, an entity can bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then perform the qualitative assessment in any subsequent period. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company does not believe this guidance will have any impact on its financial position, results of operations, or cash flows.

Management does not believe that other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the list of financial statements filed with this report under Item 15 below.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A. CONTROLS AND PROCEDURES

a. Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to Amerisa Kornblum, our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Due to the material weakness (discussed below in subsection c of this Item), our disclosure controls and procedures were not effective as of December 31, 2012 to ensure that the information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the requisite time periods and that such information is accumulated and disclosed appropriately.

Notwithstanding this material weakness, we believe that the financial statements included herein fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods and dates presented.

b. Changes in Internal Control Over Financial Reporting .

Our management has determined that there have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

c. Management Report On Internal Control Over Reporting .

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal control over financial reporting was not effective as of December 31, 2012 because we create, review and process financial data without internal independent review.

Since January 2007, Amerisa Kornblum began to serve as both our Chief Executive Officer and Chief Financial Officer whereas prior to that date, Ms. Kornblum was the Chief Financial Officer. Commencing January 1, 2007, we have observed that, although our operations subsequent to the year ended December 31, 2006 are limited, we have a material weakness in our internal controls over financial reporting in that we create, review and process financial data without internal independent review due to our not having sufficient personnel. Due to this material weakness, there is more than a remote likelihood that a material misstatement of our financial statements could occur and not be detected, prevented or corrected. Notwithstanding this material weakness, we believe that the financial statements included in this Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods and dates presented.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth our executive officer and director, their ages and present positions with Odimo as of March 25, 2013. There are currently no committees of the Board of Directors.


Name	Age	Position
Alan Lipton	62	Director
Amerisa Kornblum	51	Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

Alan Lipton was our Chairman of our Board of Directors from May 2004 and a member of our Board of Directors from November 1999 through November 11, 2010, the date of the closing of a reverse merger transaction with Hubei Jinlong Cement Company, a PRC based cement manufacturer and distributor, which reverse merger transaction was rescinded in February 2011 (the “Reverse Merger”). Mr. Lipton resumed his tenure as a director on February 4, 2011 in connection with the rescission of the Reverse Merger. From November 1999 through May 11, 2006, Mr. Lipton was our Chief Executive Officer and President. In 1994, Mr. Lipton founded the Lipton Foundation, a philanthropic organization. From 1994 to the present, Mr. Lipton has been involved with the Lipton Foundation and in various real estate development projects in South Florida. We believe Mr. Lipton’s business experience, including experience in public companies qualifies him to serve on our Board of Directors.

Amerisa Kornblum was our Chief Financial Officer and Treasurer from November 1999, our Secretary from November 2005 and our Chief Executive Officer and President from January 2007 through November 11, 2010, the date of the closing of the Reverse Merger. Ms. Kornblum resumed her status as President, Chief Financial Officer, Secretary and Treasurer on February 4, 2011 in connection with the rescission of the Reverse Merger. Ms. Kornblum is a certified public accountant in the State of Florida.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that our directors and executive officers and persons who own more than 10% of our common stock file initial reports of ownership and reports of changes of ownership with the SEC. Reporting persons are required by the SEC regulations to furnish us with copies of all

Section 16(a) forms they file. Based solely on a review of these reports, we believe that all directors and executive officers complied with all Section 16(a) filing requirements for 2012 Forms 4 were not filed regarding the November 2012 acquisition of convertible notes from the Company.

Code of Conduct and Ethics

Our Board of Directors has adopted a code of business conduct and ethics applicable to our directors, officers and employees, in accordance with applicable federal securities laws and the Nasdaq Rules. Upon written request to our Corporate Secretary, Odimo Incorporated , 9858 Clint Moore Road, Boca Raton, FL , we will provide, without charge, any person with a copy of our Code of Conduct and Ethics.

ITEM 11. EXECUTIVE COMPENSATION

Except for the period from November 11, 2010 (the date of the closing of the Reverse Merger) through February 4, 2011 (the date of the Rescission of the Reverse Merger) since January 2007, Amerisa Kornblum has been our only executive officer. From January 2007 through December 2007, we paid Ms. Kornblum $2,500 per month. Commencing January 2008, Ms. Kornblum agreed to continue to serve in her capacity as our sole executive officer for no compensation. Since January 2007, Ms. Kornblum has served us as our sole executive officer with no written employment agreement. Due to our severely limited resources we are unable to attract other executive talent and we are unable to offer any compensation to Ms. Kornblum. While we have, in the past and may in the future grant stock options as a means to attract and provide equity incentives to executives, no options have been granted since 2004 and all options that have heretofore been granted to prior executive officers have been cancelled.

Amerisa Kornblum, our sole executive officer (the “Named Executive”) was paid no compensation and no amounts were accrued for her services during 2011 and 2012.

Stock Options /Equity Awards

No stock options or equity awards were granted, exercised or outstanding in favor of any of the Named Executive during our fiscal year ended December 31, 2012.

Pension Benefits

We do not have any plan that provides for payments or other benefits at, following, or in connection with, retirement.

Nonqualified Deferred Compensation

We do not have any plan that provides for deferred compensation.

Stock Ownership Guidelines

We have not implemented stock ownership guidelines for our executive officers.

Director Compensation

We do not pay our directors compensation but have in the past, reimbursed directors for certain expenses incurred by them in connection with their duties to the Company.

Communications with Director

Stockholders may communicate with Alan Lipton, the sole member of our Board of Directors by sending a letter addressed to him in care of Amerisa Kornblum, our Corporate Secretary, Odimo Incorporated, 9858 Clint Moore Road, Boca Raton, FL, in an envelope clearly marked “Stockholder Communication.” Ms. Kornblum will forward such

correspondence unopened to Mr. Lipton. If multiple communications are received on a similar topic, Ms. Kornblum may, in her discretion, forward only representative correspondence.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 25, 2013, certain information with respect to the beneficial ownership of Odimo’s Common Stock by (i) each stockholder known by Odimo to be the beneficial owner of more than 5% of Odimo’s Common Stock, (ii) each director of Odimo, (iii) the Named Executive, and (iv) all directors and executive officers of Odimo as a group. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC.

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them and their address is our address.

Applicable percentage ownership in the following table is based on 11,086,575 shares of common stock outstanding as of March 25, 2013.

PRINCIPAL STOCKHOLDERS


BENEFICIAL OWNER	SHARES BENEFICIALLY OWNED		PERCENTAGE
5% Stockholders
ELAO, LLC (1)		3,096,058		27.93	%
c/o Alan Lipton
655 Ocean Boulevard Golden Beach, FL 33160
Lily Maya Lipton Family Trust (1)		4,274,629		38.56	%
c/o Alan Lipton, Trustee
655 Ocean Boulevard Golden Beach, FL 33160
Relao 2, LLC (4)(5)		1,178,571		10.63	%
c/o Charles Rennert
100 SE 2 ^nd Street 2900 Miami FL 33131
Bruce Galloway (3)		2,648,377		23.89	%
Gary Herman (3)c/o Galloway Capital Management, LLC
720 Fifth Avenue New York, NY 10019
DIRECTORS AND EXECUTIVE OFFICERS
Alan 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 Lipton 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. Does not include any shares issuable upon conversion of a $8,333 principal amount of Convertible Note issued to and currently held by Elao, LLC in November 2012, which Convertible Note is convertible, at any time and from time to time, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the Convertible Note by $0.12, as adjusted for certain corporate actions taken by the Company.

(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, 31,500 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. Does not include shares issuable upon conversion of a $8,333 principal amount of Convertible Note issued to and currently held by STEP in November 2012, which Convertible Note is convertible, at any time and from time to time, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the Convertible Note by $0.12, as adjusted for certain corporate actions taken by the Company.

(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 Rennert Vogel Mandler & Rodriguez, P.A., a law firm who has and continues to provide legal services to the Company.

(5)

Does not include shares issuable upon conversion of a $8,333 principal amount of Convertible Note issued to and currently held by Relao, LLC in November 2012, which Convertible Note is convertible, at any time and from time to time, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the Convertible Note by $0.12, as adjusted for certain corporate actions taken by the Company.

Changes In Control

We are not aware of any arrangement that might result in a change of control in the future.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our Board of Directors, which only consists of one person, is charged with monitoring and reviewing issues involving potential conflicts of interests and reviewing and approving all related party transactions. In general under regulations promulgated by the SEC, a related party transaction is a transaction, or a material amendment to any such transaction, involving a related party and the Company involving $120,000 or more than one percent of the average of a smaller reporting company’s total assets at year end for the last two completed fiscal years. In reviewing and approving

any related party transaction or material amendment to any such transaction, the Board of Directors must satisfy itself that it has been fully informed as to the related party’s relationship to the Company and interest in the transaction and as to the material facts of the transaction, and must determine that the related party transaction is fair to the Company.

In May 2011 and February 2012 and June 2012, we borrowed the sum of $20,000, $10,000 and $10,000 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. In December 2011 and February 2012, we borrowed the sum of $10,000 and $5,000 from our shareholder, Strategic Turnaround Equity Partners, LP (Cayman). We are obligated to repay to Elao, LLC the $20,000 and to STEP the $10,000, 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 are obligated to repay to Elao, LLC the two $10,000 amounts and to STEP the $5,000, together with accrued interest at 5% per annum, on the earlier to occur of (i) May 1, 2015; or (ii) the date we consummate a reverse merger transaction or (iii) the date we recover sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co. and/or their affiliates (See Note 3 to the financial statements). In November 2012 we sold $8,333 principal amount of our 5% Unsecured Convertible Promissory Notes due October 31, 2015, to each of the Lily Trust, STEP and Relao 2, LLC, each of whom is the beneficial owner of in excess of 10% of the outstanding shares of the Company’s Common Stock prior the purchase of the convertible debentures. The convertible notes are convertible, at the option of the holder, at any time at one time prior to maturity, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the convertible note by $0.12, as adjusted for certain corporate actions taken by the Company.

Director Independence

Alan Lipton is the sole member of our Board of Directors. He is not an “independent director” as that term is defined in the listing standards of the American Stock Exchange. Such independence definition includes a series of objective tests, including that the director is not an employee of the company and has not engaged in various types of business dealings with the company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit Fees

The following table sets forth fees billed to us by PMB Helin Donovan, LLP for services provided for the fiscal year ended December 31, 2011 and 2012:


	Year ended Dec. 31, 2012		Year ended Dec. 31, 2011
Audit Fees	$	21,000	$	19,000
Audit Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	21,000		19,000

Audit Fees. Consists of fees billed for professional services rendered for the audit of Odimo’s financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by its independent registered accounting firms in connection with statutory and regulatory filings or engagements.

Audit-Related Fees. Odimo did not incur any additional fees under this category.

Tax Fees. Odimo did not incur any additional fees under this category.

All Other Fees. Odimo did not incur any additional fees under this category.

Board Pre-Approval Policies And Procedures

We do not have an Audit Committee. The Board of Directors’ policy is to pre-approve all audit, audit-related and permissible non-audit services provided by the independent registered public accountants in order to assure that the provision of such services does not impair the auditor’s independence. These services may include audit services, audit-related services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Management is required to periodically report to the Board regarding the extent of services provided by the independent registered public accountants in accordance with this pre-approval, and the fees for the services performed to date. During fiscal year 2012, all services were pre-approved by the Board in accordance with this policy.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report.

1. The following financial statements of Odimo Incorporated and Report of PMB Helin Donavan, LLP independent registered public accounting firm, are included in this report:


	Page
Report of Independent Registered Public Accounting Firms		F-1
Balance Sheets		2
Statements of Operations		3
Statements of Cash Flows		4
Statements of Stockholders’ Deficit		5
Notes to Financial Statements		6

2. Financial statement schedule: None.

3. List of exhibits required by Item 601 of Regulation S-K. See part (b) below.

(b) Exhibits . The following exhibits are filed as a part of this report:


Exhibit Number		Description

23.1 (1)		Consent of PMB Helin Donavan LLP

31.1 (1)		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

31.2 (1)		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

32.1 (1)		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 (1)		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS***		XBRL Instance Document

101.SCH***		XBRL Taxonomy Extension Schema Document

101.CAL***		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		XBRL Taxonomy Extension Label Linkbase Document

101.PRE***		XBRL Taxonomy Extension Presentation Linkbase Document

(1)	Filed herewith

***

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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	ODIMO INCORPORATED

Dated: March 29, 2013	By:	/s/ Amerisa Kornblum
		Name: Amerisa Kornblum
		Title: Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


Name	Title	Date

/s/ Amerisa Kornblum Amerisa Kornblum	Chief Executive Officer and Chief Financial Officer ( Principal Executive and Principal Financial and Accounting Officer )	March 29, 2013

/s/ Alan Lipton Alan Lipton	Sole Director	March 29, 2013

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the

Board of Directors and Shareholders

of Odimo Incorporated:

We have audited the accompanying balance sheets of Odimo Incorporated (the “Company”) as of December 31, 2012 and 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. Management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Odimo Incorporated as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the accompanying financial statements, the Company has incurred recurring operating losses and has a negative working capital at December 31, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to this matter are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PMB Helin Donovan, LLP

Seattle, WA

March 29, 2013

F-1

O DIMO , I NCORPORATED

BALANCE SHEETS

(in thousands, except par value)


	December 31, 2012			December 31, 2011
ASSETS
Current Assets:
Cash	$	5		$	9

Total Assets	$	5		$	9

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accrued liabilities	$	25		$	20
Notes payable, related party		83			33

Total current liabilities		108			53
Stockholders’ 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			10
Additional paid-in capital		104,695			104,639
Accumulated deficit		(104,808	)		(104,693	)

Total stockholders’ deficiency		(103	)		(44	)

Total liabilities and stockholders’ deficiency	$	5		$	9

See notes to financial statements.

F-2

O DIMO , I NCORPORATED

STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Year ended December 31,
	2012			2011
Revenues	$	—		$	—
Operating expenses		112			90

Total operating expenses		112			90

Loss from Operations		(112	)		(90	)

Other Income (Expense):
Other income (expense)		(3	)		—
Gain on debt forgiveness		—			230

Net Income (Loss)	$	(115	)	$	140

Net Income (Loss) per Common Share
Basic and diluted	$	(0.01	)	$	0.01

Weighted Average Number of Shares:
Basic and diluted		11,086			11,086

See notes to financial statements.

F-3

O DIMO , I NCORPORATED

STATEMENTS OF CASH FLOWS

(in thousands)


	Year ended December 31,
	2012			2011
Cash Flows from Operating Activities:
Net (Loss) Income	$	(115	)	$	140
Adjustments to reconcile (net loss) income to net cash used in operating activities:
Charge in lieu of compensation contributed by officer and related party		56			56
Gain on forgiveness of debt		—			(230	)
Changes in operating assets and liabilities:
Increase (decrease) in:
Accrued liabilities		5			10

Net cash used in operating activities		(54	)		(24	)

Cash Flows from Investing Activities:
		—			—

Net cash provided by investing activities		—			—

Cash Flows from Financing Activities:
Proceeds from notes payable to related party		50			30

Net cash provided by financing activities		50			30

Net Increase (decrease) in Cash and Cash Equivalents		(4	)		6
Cash and Cash Equivalents, Beginning		9			3

Cash and Cash Equivalents, Ending	$	5		$	9

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—

Taxes	$	—		$	—

See notes to financial statements.

F-4

O DIMO , I NCORPORATED

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands)


	Common Stock Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity Deficiency
BALANCE-December 31, 2010		11,086	$	10	$	104,583	$	(104,833	)		(240	)
Credits arising from services contributed by related parties		—		—		56		—			56
Net Income		—		—		—		140			140

BALANCE-December 31, 2011		11,086		10		104,639		(104,693	)	$	(44	)
Credits arising from services contributed by related parties		—		—		56		—			56
Net Loss		—		—		—		(115	)		(115	)

BALANCE-December 31, 2012		11,086	$	10	$	104,695	$	(104,808	)	$	(103	)

See notes to financial statements.

F-5

ODIMO INCORPORATED

Notes to Financial Statements

1. SUMMARY OF 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 Company’s operating results disclosed in this Annual Report on Form 10 K 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 (“generally accepted accounting principles”) 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.

Income Taxes — The Company accounts for income taxes in accordance with the provisions of ASU 740 which requires an asset and liability approach. Under this method, a deferred tax asset or liability is recognized with respect to all temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities and with respect to the benefit from utilizing tax loss carryforwards. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefit, or that future deductibility is prohibited or uncertain.

Income (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 inclusion of potential common stock in the computation would be antidilutive.

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 Company’s 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 Company’s independent registered public accounting firm’s report on its financial statements for the fiscal year ended December 31, 2012 includes an explanatory paragraph regarding the Company’s 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, 2012, its financial statements reflected negative working capital and a stockholders’ equity deficiency. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further, the registered public accounting firm’s report states that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-6

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 People’s 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 People’s 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, 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 $5,000 of cash on hand as of December 31, 2012. 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 Company’s 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.

4. INCOME TAXES

As of December 31, 2012, the Company had available approximately $78 million of net operating loss carry forwards to reduce future Federal income taxes. No deferred tax asset has been recorded for these net operating loss carry forwards as of December 31, 2012 and 2011, due to the uncertainty surrounding their realizations as a result of the Company’s recurring losses.

These net operating loss carry forwards would have limited value to the Company in the event of a material change in control or ownership and all such losses are subject to the Internal Revenue Service Code which limit their applicability in the event ownership and control changes.

F-7

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31 (in thousands):


	2012			2011
Deferred tax assets:
Net operating loss carryforward	$	26,590		$	26,560

Total deferred tax assets		26,590			26,560
Less: Valuation allowance		(26,590	)		(26,560	)

Net Deferred Tax Assets	$	—		$	—

The valuation allowance for deferred tax assets increased by $30,000 during 2012. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would be realized as of December 31, 2012 and 2011.

Reconciliation between the expected tax benefit and reported tax expense for the years ended December 31 (in thousands):


	2012			2011
Federal tax benefit at federal statutory rate of 34%	$	(3	)	$	4
Increase (decrease) in valuation allowance for deferred tax asset		3			(4	)

Effective tax rate	$	—		$	—

F-8

5. RELATED PARTY TRANSACTIONS

Note Payable to Related Party — In May 2011 and February 2012 and June 2012, the Company borrowed the sum of $20,000, $10,000 and $10,000 from Elao, LLC. The Lily Maya Lipton Family Trust (“Lily 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. In December 2011 and February 2012, the Company borrowed the sum of $10,000 and $5,000 from its shareholder, Strategic Turnaround Equity Partners, LP (Cayman). The Company is obligated to repay to Elao, LLC the $20,000 and to STEP the $10,000, together with accrued interest at 5% per annum, on the earlier to occur of (i) May 1, 2014; or (ii) the date the Company consummates a reverse merger transaction. The Company is obligated to repay to Elao, LLC the two $10,000 amounts and to STEP the $5,000, together with accrued interest at 5% per annum, on the earlier to occur of (i) May 1, 2015; or (ii) the date the Company consummates a reverse merger transaction or (iii) the date it recovers sufficient funds, if any, from an action we may pursue against Hubei Jinlong Cement Co., a former reverse merger party and/or their affiliates (See Note 3 to the financial statements). In November 2012 the Company sold $8,333 principal amount of its 5% Unsecured Convertible Promissory Notes due October 31, 2015, to each of the Lily Trust, STEP and Relao 2, LLC, each of whom is the beneficial owner of in excess of 10% of the outstanding shares of the Company’s Common Stock prior the purchase of the convertible debentures. The convertible notes are convertible, at the option of the holder, at any time at one time prior to maturity, into that number of shares of the Company’s Common Stock determined by dividing the principal balance of the convertible note by $0.12, as adjusted for certain corporate actions taken by the Company.

Services Contributed by Stockholders —During the years ended December 31, 2012 and 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 ($56,000) has been charged to expense together with a credit to additional paid in capital in the accompanying financial statements for the years ended December 31, 2012 and 2011.

6. GAIN ON CANCELLATION OF LIABILITY

During the first quarter ended March 31, 2011, the Company recorded a 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 (ie: the statute of limitations) had expired. This amount is included in other income in the Company’s statement of operations.

7. SUBSEQUENT EVENTS

In March 2013, we borrowed the sum $5,000 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.

F-9

Odimo (CE) (USOTC:ODMO)
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