SecProbe.io

Mail Stop 3561
January 29, 2010
 John Salerno Chief Executive Officer  iGambit, Inc. 1600 Calebs Path Extension, Suite 114 Hauppauge, New York  11788

Re:  iGambit, Inc.
Registration Statement on Form 10
Filed December 31, 2009
File No. 000-53862

Dear Mr. Salerno:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please be advised that your registra tion statement will automatically become
effective sixty days after your f iling date of December 31, 2009.  Upon
effectiveness, you will become subject to the reporting requirements of the
Securities Exchange Act of 1934, even if we  have not cleared your comments.  If
you do not wish to incur those obligations until all of the following issues are
resolved, you may wish to consider w ithdrawing your registration statement and
resubmitting a new registration statement when you have revised your document.

John Salerno
iGambit, Inc. January 29, 2010 Page 2
2. Section (a)(2) of Rule 419 defines a bla nk check company as a company that is
issuing penny stock that is “a development stage company that has no specific
business plan or purpose or has indicated th at its business plan is to engage in a
merger or acquisition with an unidentif ied company or companies, or other
entity.” In discussing this definition in the adopting release, the Commission
stated that it would “scrutinize…offerings  for attempts to create the appearance
that the registrant…has a specific busine ss plan, in an effort to avoid the
application of Rule 419.” See Security  Act Release No. 33-6932 (April 28, 1992).
 It appears that your business may be comme nsurate in scope with the uncertainty
ordinarily associated with a blank ch eck company. Accordingly, please revise
your disclosure throughout your registrati on statement to comply with Rule 419
of Regulation C or provide a detailed e xplanation as to why Rule 419 does not
apply to you and this offering.

Item 1. Business

 History, page 1

 3. Please expand the second paragraph to i ndicate whether payments were received
from Digi-Data Corporation and, if so, the dollar amounts on th e respective dates,
and indicate a final date certain for completion of the agreement.  In addition,
please indicate whether this and the other transactions were with unrelated third
parties.
 4. In the last paragraph, quantify and desc ribe the certain accounts payable assumed
in the transaction with Jekyll.  Referenc ing “certain” is not informative to anyone
not familiar with the transaction.
 5. Please delete the last sentence in this section regarding the references to the
company.  The information is clear from the context.

Our Company, page 2

 6. Please revise to clearly discuss the stat us of your current ope rations, indicating, if
true, that you have limited  revenues.  Please address whether you have any plans
or agreements to acquire any company or  whether you have targeted any possible
acquisitions.  In this regard, indicate wh ether you have initiated any contact or
negotiations.  Please also discuss your plan s or intentions with regard to funding
any such acquisitions and whether you may enter into a joint venture or acquire
less than 100 per cen t of a company.

John Salerno
iGambit, Inc. January 29, 2010 Page 3  Our Partner Company…page 3

 Products and Services

 7. Please expand your discussion to quantify the “many’ real estate firms in New
York City contracting for your services.  In  this regard, discuss the fee process for
Expo indicating whether it is subscription based or another method.  Please also
indicate your plans, status, mechan ics and extent of your expansion.

Competitive Comparison, page 4

 8. Please furnish us with support for your statements that your photography and
technology tools set you apart from the comp etition or label such statements as
the opinion of management.  Please discuss in more de tail the operation of Team5
technology and how you leverage it.

Market Segmentation, page 4

 9. Please update the statistics presented and pr ovide us with copies of the reports to
support the information.

Our Corporate Information, page 5

 10. We note your reference that the informa tion on the websites are not part of the
prospectus.  Please confir m your understanding that any material information
presented on the websites are to  be included in the Form 10.

Item 1A. Risk Factors, page 5

11. Please delete the language in the second se ntence of this Item in which you state
that there may be other unknown risks and uncertainties that may adversely affect
your performance or financial condition.  A ll material risks should be described in
your disclosure.  If risks are not deemed  material, you should not reference them.
 12. We note that you intend to have your common stock quoted on the OTC Bulletin
Board.  Please revise your disclosure to state that a market maker must file an
application on your behalf in order to make a market for your common stock, and
to clarify how long this takes and whet her you have engaged a market maker to
apply for quotation on the OTC Bulletin Bo ard on your behalf.  In addition, you
state that your common stock “will be tr aded in the over-the-counter market.”
Please revise to clarify that the OT C Bulletin Board may not approve the
application for quotation of your common stock on the OTC Bulletin Board.

John Salerno
iGambit, Inc. January 29, 2010 Page 4  Item 2. Financial Condition, page 9

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 10
13. Please consider adding an introductory sect ion or overview that would facilitate a
reader’s understanding of your compa ny.  The introduction should identify the
most important matters on which you focu s in evaluating financial condition and
operating performance and provide cont ext for the following discussion and
analysis of the financial st atements.  The introduction should discuss your digital
vaulting operations that were sold to Digi-Data Corporati on, the purchase of
Jekyll Island Ventures, Inc., and your operating plan for the future.  See SEC Release No. 33-8350.

Nine Months Ended September 30, 2009 as Comp ared to Nine Months Ended September
30, 2008, page 10
14. Please provide a discussion of revenues a nd net income in a ma nner similar to the
discussion of annual results.  Specificall y, please do not refer to contingent sale
price activity as revenues, and disclose income from discontinued operations net
of taxes.
15. Please disclose officers’ salaries, cor porate administrative expenses, legal and
accounting fees, and consulting fees for the nine months ended September 30,
2008.  Revise to provide an analysis of the underlying r easons for the significant
period-to-period changes in your general a nd administrative expenses.  As part of
your response and revised disclosure, expl ain whether the increas e is indicative of
future operating results.  In doing so, discuss your current rental commitments,
the annual salaries of your officers e ffective September 1, 2009, and the purchase
of Jekyll Island Ventures, Inc.  See It em 303(a)(3) of Regulation S-K and SEC
Release No. 33-8350.

Liquidity and Capital Resources, page 11
16. Please provide a discussion of a ny known trends or any known demands,
commitments, events or uncertainties th at will result in or that are reasonably
likely to result in your liquidity increasing or decreasing in any material way.  In
this regard, it would be a ppropriate to include a discus sion of the contingent sales
price payments agreement with Digi-Dat a Corporation and the expiration of the
agreement, the purchase of Jekyll Island Ve ntures, Inc., and an analysis of your
cash flows from operating, investing and financing activities for the periods
covered by the financial statements.  In addition, you should identify and
separately describe internal and external  sources of liquidity  and discuss how you

John Salerno
iGambit, Inc. January 29, 2010 Page 5
plan to finance future acquisitions.  See Item 303(a)(1) of Regulation S-K and
SEC Release No. 33-8350.

Item 5. Directors and Executive Officers, page 13

17. Please revise your disclosure to describe  the business experien ce of each director
and executive officer for the past five y ears, or clarify your disclosure by adding
dates or the duration of em ployment.  Refer to Item 401(e) of Regulation S-K.
 Item 6. Compensation, page 14

18. According to the Summary Compensation Table, Mr. Salerno and Ms. Luqman
did not receive any compensation from the company during 2008, 2007 and 2006.  However, you also state that Mr. Salerno and Ms. Luqman exercised options to acquire shares of common stock of the company during that time, and that the
company was indebted to them for deferred compensation during that time.  Please revise to clarify.
 Item 7. Certain Relationships and Related Tran sactions, and Director  Independence, page
15

19. We note that you were indebted to former officers for unpaid compensation
during your last three complete d fiscal years.  Please di sclose this indebtedness as
related party transactions, or  tell us why such disclosure is not required.  Refer to
Item 404(d) and Instruction 1 to Item 404 of Regulation S-K.
 Item 9. Market Price of and Dividends on th e Registrant’s Common Equity and Related
Stockholder Matters, page 17
 Equity Compensation Plan Information, page 18

20. Please update the information contained in  the table on page 18 as of the end of
your most recently completed fiscal year.  Refer to Item 201(d) of Regulation
S-K.
 21. You state that your 2006 Long Term In centive Plan is your only equity
compensation plan and that it was approve d by your shareholders.  However, the
table on page 18 indicates that you have issued options, warrants and/or rights
under at least one equity compensati on plan that was not approved by your
shareholders, which suggests that the 2006 Long Term Incentive Plan is not your
only equity compensation plan.  Please re vise your disclosu re to clarify.

John Salerno
iGambit, Inc. January 29, 2010 Page 6  Item 10. Recent Sales of Unregistered Securities, page 18

22. In Note 5 of your financial statements, you state that you issued 60,000 warrants
to a consultant during 2008.  Please disclo se this issuance in Item 10 of your
filing, or tell us why such disclosure is not required.
 Item 15. Financial Statements and Exhibits, page 20

23. Please explain why financial statements of Jekyll Island Ventures, Inc. and pro
forma financial information showing th e effects of the acquisition are not
included in this filing.  In doing so, provide us with a summary of the significance
tests performed and explain how you valued the common stock and options
issued.  Refer to Rules 8-04 and 8-05 of Regulation S-X.

Independent Auditor’s Report, page F-1
24. Please have your auditor revi se the second paragraph of the audit report to reflect
that the audit was conducted in accordan ce with the standards of the PCAOB and
file the revised report in an amendmen t.  See SEC Release 34-49707 issued May
14, 2004 and PCAOB Auditing Standard No. 1.
25. The audit report indicates th at the statements of changes in stockholders’ equity
for the years ended December 31, 2008 and December 31, 2007 have been audited, but the opinion paragraph does  not include an opinion on these
statements.  Please have your independent  registered public accountant revise his
audit report to also opine on the statements of changes in stockholders’ equity for
the years ended December 31, 2008 and D ecember 31, 2007 and file the revised
report in an amendment. Refer to Rule  8-02 of Regulation S-X, which requires
you to file audited statements of change s in stockholders’ equity for each of the
two fiscal years preceding the date of the most recent audited balance sheet.

26. Please amend your filing to include a manual or printed signature of the auditor’s
firm in the audit report.  Refer to Rule 2-02(a) of Regulation S-X.
 Annual Financial Statements, page F-2

 Statements of Income, page F-3

27. Please tell us when the cash received fr om Digi-Data Corporation which is placed
in an escrow account to hold funds for c ontingent liabilitie s is recognized as
income from discontinued operations, refere ncing the authoritative literature that
supports the timing of the income recogn ition.  Consider adding disclosure of
your recognition policy in Note 2 to the financial statements.

John Salerno
iGambit, Inc. January 29, 2010 Page 7
28. We note your disclosure in the second paragraph on page 15.  Please tell us how
your share of the fees paid to Mr. George  Dempster is presented in the financial
statements.  To the extent the fees ar e included in the income from discontinued
operations line item, please tell us why your  presentation is appropriate, including
your consideration of FASB ASC 205-20-45-4 and 205-20-45-5.
29. We note your disclosure in the fift h paragraph on page 2 and the summary
compensation table on page 14 regarding compensation in fiscal 2007 and 2008 to officers and stockholders.  Pleas e tell us the fair value of  the services provided by
your officers and stockholders and the co mpensation expense recorded during the
years and interim periods presented in this filing.  Also tell us  what consideration
you gave to recording the fair  value of services provide d without pay as a capital
contribution.  Refer to SAB Topic 5:T.
30. Including potential common shares in the denominator of a diluted per-share
computation for continuing operations alwa ys will result in an antidilutive per-
share amount when an entity has a loss from continuing operations. Although including those potential co mmon shares in the discont inued operations and net
earning diluted per-share computations may be dilutive to their comparable basic
per-share amounts, no potential common shares should be included in the
computation of any diluted per-share amount when a loss from continuing
operations exists, even if you report net earnings.  Refer to FASB ASC 260-10-
45-19 and 260-10-45-20.  As such, please re vise the appropriate line items on the
face of this statement and your disclosures in Note 4.

Statements of Cash Flows, page F-5

31. Entities that choose not to  provide information about major classes of operating
cash receipts and payments by the direct method should determine and report the same amount for net cash flow from ope rating activities indi rectly by adjusting
net income to reconcile it to net cash fl ow from operating activities.  Refer to
FASB ASC 230-10-45-28.  Pleas e revise to adjust net income rather than loss
from continuing operations.
32. The subtotal net cash used by continuing operating activities re flects a cash inflow
from an income tax benefit of $44,065.  Ho wever, it appears that the tax benefit
was non-cash.  Please explain why this subt otal should not be adjusted for the
non-cash tax benefit.

John Salerno
iGambit, Inc. January 29, 2010 Page 8
33. With reference to authoritative literature , please explain why c ontingent sale price
p