ODIMO INC (OTC:ODMO)

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On February 4, 2011 the parties rescinded the Share Exchange Agreement and voided ab initio, the Reverse Merger (the “Rescission”).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

 On February 4, 2011 Odimo Incorporated, a Delaware corporation, Standard Crushed Stone Industry Limited, a Cayman Island company, and Republic Rock United Industry Limited, the sole shareholder of Standard Crushed entered into a Mutual Rescission Agreement pursuant to which the parties rescinded the Share Exchange Agreement dated October 29, 2010 and voided ab initio, the reverse merger transaction which occurred as part of the Share Exchange Agreement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 Company’s Board of Directors; and (iii)Amerisa Kornblum is the Company’s 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 Company’s Current Report on Form 8-K filed on November 12, 2010 should not be relied upon.

On October 29, 2010, Odimo Incorporated, a Delaware corporation (the “Company” or “Odimo”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and among Odimo, Elao, LLC, a Florida limited liability company and shareholder of Odimo, Standard Crushed Stone Industry Limited, a Cayman Islands company (“SCSI”) and Republic Rock United Industry Limited (“RRUI”), SCSI’s sole shareholder. Upon the satisfaction or waiver of the conditions set forth in the Share Exchange Agreement, which conditions include the execution of certain agreements which effectively give SCSI control over the business and management of Hubei Jinlong Cement Co., Ltd., a company in the People’s Republic of China engaged in the manufacture and distribution of cement and cement products located in Hubei, China, Odimo will acquire all of the outstanding shares of SCSI through the issuance of that amount of shares which results in current holders of Odimo holding 4.5% of the outstanding shares of Odimo. Upon consummation of the share exchange, the Board of Directors of the Company will consist of three members, all of which shall be appointed by SCSI. The closing of the share exchange is anticipated to occur on or about November 12, 2010.