- Current report filing (8-K)
08 Février 2011 - 8:37PM
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): February 4, 2011
(Exact name of Company as specified in Charter)
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DELAWARE
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000-51161
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22-3607813
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
(Issuer Telephone Number)
9858 Clint Moore Road
Boca Raton, FL 33496
(954) 993-4703
Chadian Village, Yun County, Hubei Province,
the Peoples Republic of China 442500
86-719-7580958
(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 Company 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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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 1.01 Entry into a Material Definitive Agreement
On February 4, 2011 Odimo Incorporated, a Delaware corporation (Odimo or the Company),
Standard Crushed Stone Industry Limited, a Cayman Island company (Standard Crushed), and Republic
Rock United Industry Limited, the sole shareholder of Standard Crushed (Republic Rock) entered
into a Mutual Rescission Agreement (the Rescission Agreement) pursuant to which the parties
rescinded the Share Exchange Agreement (the Exchange Agreement) dated October 29, 2010 and voided
ab initio, the reverse merger transaction (the Reverse Merger) which occurred as part of the
Share Exchange Agreement (the Rescission).
In January 2011, Odimo was advised by local governmental authorities in the Hubei Province of
the Peoples Republic of China (PRC) that its application made under the Circular on Issues
Relevant to Foreign Exchange Control with Respect to the Round-trip Investment of Funds Raised by
Domestic Residents Through Offshore Special Purpose Vehicles (Circular 75) issued in October 2005
by the PRC State Administration of Foreign Exchange (SAFE) had not been approved (the
Non-Approval). As a result of the Non-Approval, Odimo is precluded from engaging in equity
financing outside of China for Hubei Jinlong Cement Company (Hubei Jinlong), the PRC company
whose business operations had become controlled by Odimo pursuant to the Reverse Merger and
accordingly Hubei Jinlong would not be able to carry out its business plan. The parties to the
Exchange Agreement determined that it was fair to and in the best interests of their respective
corporations and shareholders to rescind the 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. A majority of the Companys shareholders
also approved the Rescission Agreement.
Pursuant to the Rescission, Odimo returned to Republic Rock all shares of Standard Crushed
acquired under the Exchange Agreement and all 235,281,759 shares of common stock of Odimo issued in
connection with the Reverse Merger were returned to Odimo. As a result of the Rescission, (i)
Odimo has resumed its status as a shell company and will seek to effect a merger, acquisition or
other business combination with an operating company, including an operating company based in
China, by using a combination of capital stock, cash on hand, or other funding sources, if
available; (ii) Alan Lipton is the sole member of the Companys Board of Directors; and
(iii)Amerisa Kornblum is the Companys 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 Exchange Agreement and reverse merger. The financial statements and information
contained in the Companys Current Report on Form 8-K filed on November 12, 2010 should not be
relied upon.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain Officers.
On February 4, 2011, in connection with the Rescission (i) Alan Lipton was appointed to the
Board of Directors of the Company and Amerisa Kornblum was appointed President and Chief Financial
Officer of the Company. Contemporaneous with Mr. Liptons and Ms. Kornblums appointment and the
closing of the Rescission, Zhilian Chen, Zhihua Chen and Zhenjun Wu resigned from the Companys
Board of Directors as well as all officer positions with the Company, resulting in Alan Lipton
being the sole member of the Companys Board of Directors and Amerisa Kornblum being the sole
officer of the Company. Both Mr. Lipton and Ms. Kornblum have agreed to serve in their respective
capacities without compensation from the Company.
There are no arrangements or understandings between Mr. Lipton and any other person pursuant
to which he was selected as a director, and other than as set forth below, there are no
transactions in which either of Mr. Lipton or Ms. Kornblum has an interest requiring disclosure
under Item 404(a) of Regulation S-K. On March 2, 2009 we sold 3,333,333 newly issued shares of our
common stock, par value $.001, to four investors for a gross purchase price of $50,000. An entity
controlled by Alan Lipton, our Chairman of the Board purchased 1,000,000 of these shares. There
were no underwriting discounts or commissions paid in connection with the sale of these shares. We
may seek to raise additional capital through the issuance of equity or debt, including loans and
equity subscriptions 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.
Alan Lipton was our Chairman of the 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 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.
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 is a
certified public accountant in the State of Florida.
Item 5.03 Amendments to Bylaws; Change in Fiscal Year
On February 4, 2011, the Company changed its fiscal year end from September 30 to December 31.
Item 5.06 Change in Shell Company Status.
As a result of the Rescission, the Company is a shell company. Item 1.01 is incorporated by
reference.
Item 9.01 Financial Statement and Exhibits.
(d) EXHIBITS
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Exhibit
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Number
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Description
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10.1
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Mutual Rescission Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 7, 2011
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Odimo Incorporated
(Company)
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By:
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/s/ Amerisa Kornblum
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Amerisa Kornblum
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President
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Odimo (CE) (USOTC:ODMO)
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