SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)*

Odimo Incorporated

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

67606R107

(CUSIP Number)

Amerisa Kornblum

Chief Financial Officer

Odimo Incorporated

14001 N.W. 4^th Street

Sunrise, Florida 33325

Tel. No.: (954) 835-2233

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 29, 2007

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 67606R107

13D

Page 2 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Beny Steinmetz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	o
	(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
						o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
					o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 67606R107

13D

Page 3 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Daniel Steinmetz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	o
	(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
						o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
					o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 67606R107

13D

Page 4 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Nir Livnat
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	o
	(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
						o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
					o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 67606R107

13D

Page 5 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Lenorth Holdings, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	o
	(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
						o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
					o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 67606R107

13D

Page 6 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) SDG Marketing, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	o
	(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
						o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
					o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 67606R107

13D

Page 7 of 9

Item 1.

Security and Issuer

This Amendment No. 2 to Schedule 13D is being filed by the Reporting Persons in connection with the Common Stock, par value $0.001 per share (the “Common Stock”), of Odimo Incorporated, a Delaware corporation (the “Company”), with its principal executive offices at 14001 N.W. 4^th Street, Sunrise, Florida 33325.

In accordance with Exchange Act Rule 13d-2, this Amendment No. 2 amends and supplements only information that has materially changed since the February 28, 2005 filing by the Reporting Person of the Schedule 13D and the December 9, 2005 filing by the Reporting Persons of the Amendment No. 1 to the Schedule 13D. Unless otherwise indicated herein, terms used but not otherwise defined in this Amendment No. 1 shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following additional paragraphs:

On March 29, 2007, LeNorth Holdings, S.A. (“LeNorth”) sold 1,007,764 shares of Common Stock of the Company to ELAO, LLC (“ELAO”) for an aggregate purchase price of $10,077.64 (the “Purchase Price”). The sale of shares of Common Stock of the Company was consummated in a private transaction pursuant to a stock purchase agreement. The Purchase Price was paid directly to Tarpley Property Holdings, Inc. (“Tarpley”) in satisfaction of certain obligations owed to Tarpley by LeNorth. As a result of the transaction, LeNorth no longer owns any shares of Common Stock of the Company.

On March 29, 2007, SDG Marketing, Inc. (“SDG”) sold 633,308 shares of Common Stock of the Company to ELAO for an aggregate purchase price of $6,333.08. The sale of shares of Common Stock of the Company was consummated in a private transaction pursuant to a stock purchase agreement. As a result of the transaction, SDG no longer owns any shares of Common Stock of the Company.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety:

(a) None of the Reporting Persons beneficially owns any shares of the issued and outstanding Common Stock of the Company.

(b) SDG and LeNorth are part of The Steinmetz Diamond Group, which is owned indirectly by trusts or foundations for the benefit of Beny Steinmetz, Daniel Steinmetz and Nir Livnat. Beny Steinmetz and Daniel Steinmetz are brothers. Nir Livnat is not related to either Beny or Daniel Steinmetz. By virtue of these relationships, each of Beny Steinmetz, Daniel Steinmetz and Nir Livnat may be deemed to share the power to vote or to direct the vote and may be deemed to share the power to dispose or to direct the disposition of the shares of Common Stock of the Company held of record by LeNorth and SDG.

(c) Except as described herein, the Reporting Persons have not effected any transactions in the Common Stock of the Company during the past sixty days.

(d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

CUSIP No. 67606R107

13D

Page 8 of 9

(e)

Not applicable.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

Exhibit 1	-	Joint Filing Agreement

Exhibit 2	-	Limited Power of Attorney (incorporated by reference to Schedule 13D filed by the Reporting Persons on February 28, 2005).

CUSIP No. 67606R107

13D

Page 9 of 9

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 29, 2007

/s/ Pavlo Protopapa, Authorized Representative
Beny Steinmetz

/s/ Pavlo Protopapa, Authorized Representative
Daniel Steinmetz

/s/ Pavlo Protopapa, Authorized Representative
Nir Livnat


LENORTH HOLDINGS, S.A.


By:	/s/ Pavlo Protopapa
	Name	Pavlo Protopapa
	Title	Authorized Representative


SDG MARKETING, INC.


By:	/s/ Pavlo Protopapa
	Name:	Pavlo Protopapa
	Title:	Authorized Representative

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of Common Stock, of Odimo Incorporated and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on March 29, 2007.

/s/ Pavlo Protopapa, Authorized Representative
Beny Steinmetz

/s/ Pavlo Protopapa, Authorized Representative
Daniel Steinmetz

/s/ Pavlo Protopapa, Authorized Representative
Nir Livnat


LENORTH HOLDINGS, S.A.


By:	/s/ Pavlo Protopapa
	Name	Pavlo Protopapa
	Title	Authorized Representative


SDG MARKETING, INC.


By:	/s/ Pavlo Protopapa
	Name:	Pavlo Protopapa
	Title:	Authorized Representative