SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

July 1, 2010
 John Salerno Chief Executive Officer  iGambit, Inc. 1600 Calebs Path Extension, Suite 114 Hauppauge, New York  11788

Re:  iGambit, Inc.
Amendment No. 1 to Registra tion Statement on Form 10
Filed June 11, 2010
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009
Filed June 15, 2010 Quarterly Report on Form 10-Q for the Fiscal Period Ended March 31, 2010
Filed June 17, 2010 File No. 000-53862

Dear Mr. Salerno:
We have reviewed the amendment to your registration statement and the periodic
reports and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by amending your registration
statement and periodic reports, and by provi ding the requested information. If you do not
believe our comments apply to your facts and ci rcumstances or do not believe an amendment
is appropriate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and periodic reports
and the information you provide in response to  these comments, we may have additional
comments.

General

1. We note the acknowledgements made by your counsel on you r behalf at the
conclusion of counsel’s letter to us dated June 11, 2010.  Notwithstanding these acknowledgements, we still require a le tter from you, on company letterhead and
executed by a duly authorized officer, acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;

John Salerno
iGambit, Inc. July 1, 2010 Page 2
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
 Amendment No. 1 to Registration Statement on Form 10

2. Please apply all comments relating to the Form 10 to your Form 10-K for the fiscal
year ended December 31, 2009, filed on June 15, 2010, and your Form 10-Q for the fiscal period ended March 31, 2010, f iled on June 17, 2010, as applicable.
 3. We note your response to comment two in our letter dated January 28, 2010.  Please
revise your disclosure to  describe the following:

• The steps taken by management to increase revenue share payments and
“leverage its business experience an d knowledge through other opportunities
in the technology market” since the sale  of your online business in February
2006.
• The manner in which management is “w orking to expand the operations of
[your] subsidiary and is seeking other synergistic opportunities.”
• The components of your busine ss plan in greater detail.

Item 1. Business, page 3

 Our Company, page 5

 Our Partner Company – Goth am Photo Company, page 7

 Products and Services, page 7

4. We note your response to comment seven in  our letter dated Janua ry 28, 2010.  Please
revise your disclosure  to indicate generally the por tion of your clients that take
advantage of EXPO on a per unit basis, as an add-on to  photography services or on a
subscription basis.

5. We note your statement that you have “large  ‘master accounts’ with large firms such
as Prudential Douglas Elliman and Halstea d.”  If applicable, please discuss your
dependence on a single customer or a few cust omers, the loss of any one or more of
which would have a material adverse e ffect on your business.  Refer to Item
101(c)(vii) of Regulation S-K.  Also if app licable, please consider whether risk factor

John Salerno
iGambit, Inc. July 1, 2010 Page 3
disclosure or disclosure under Item 601(b)(1 0)(ii)(B) of Regulati on S-K is appropriate
with respect to this issue.
 Competitive Comparison, page 7

6. We note your response to comment eight in  our letter dated Ja nuary 28, 2010.  Please
furnish us with support for the statement made in the last sentence of this section that
a majority of your competitors “either don’t se em to employ similar measures in their
full screen product offerings or do so on a more limited basis,” or label such
statement as the opinion of management.
 7. In addition, we note that you deleted your  discussion of Team5.  However, Team5
continues to be featured on your website as one of the two companies in your
portfolio.  Please tell us why it is appropria te for you to exclude disclosure regarding
Team5 when it appears to be one of your  two primary technologies or holdings.
 Item 1A. Risk Factors, page 8

8. We note your response to comment 11 in  our letter dated January 28, 2010.
However, it appears as though you have not  made the requested change to your
disclosure.  Accordingly, we re-issue that comment.

Item 2. Financial Information, page 12
 Year Ended December 31, 2009 as Compar ed to Year Ended December 31, 2008

9. The fiscal 2009 general and administrative expenses disclosed in your discussion total
$617,898 while total fiscal 2009 general and administrative expe nses were $861,512.
Please discuss the remaining fiscal 2009 general and administrative expenses.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 13

10. Please expand your disclosure to discuss th e causes for any material changes in your
results of operations fr om period to period.
 Liquidity and Capital Resources, page 15

11. We note your response to comment 16 in  our letter dated January 28, 2010 and
reissue a portion of our comment.  Please pr ovide a discussion and analysis of your
cash flows from operating, investing and fina ncing activities for the periods covered
by the financial statements.  This discussion and analysis of liqui dity should focus on
material changes in operating, investing and financing cash flows, as depicted in the
statement of cash flows, and the reasons unde rlying those changes.  Please refer to the

John Salerno
iGambit, Inc. July 1, 2010 Page 4
Instructions to Item 303(A) of Re gulation S-K and SEC Release 33-8350 for
guidance on this matter.

Item 5. Directors and Executive Officers, page 16

12. We note your response to comment 17 in our  letter dated January 28, 2010, as well as
your revised disclosure that Mr. Dempster currently is the Chairman of Tran-Leisure
Corp.  Please revise your disclosure to st ate the date from which Mr. Dempster has
served in this capacity.  Please also revise your disclosure to stat e briefly the type of
business in which each of Inte rpharm Holdings, Inc. and Authentidate Holding Corp.
is engaged.  In addition, pleas e revise your disclosure to identify the SPAC of which
Mr. Waters was the CFO.  Finally, pleas e disclose Mr. Waters’ employment since
2008 or confirm to us that there is no su ch employment information to disclose.
 13. Please discuss the specific expe rience, qualifications, attributes  or skills that led to the
conclusion that each director should serve in such capacity.  Refer to Item 401(e)(1) of Regulation S-K.

14. Please describe the board lead ership structure, and disclose  the board’s role in risk
oversight. Refer to Item 407(h) of Regulation S-K.

Item 9. Market Price of and Dividends on th e Registrant’s Common Equity and Related
Stockholder Matters, page 21

15. We note your response to comment 21 in our letter dated January 28, 2010, which
indicates that you issued warrants to pur chase 2,310,000 shares of common stock to
two consultants.  However, your disclosure in this section indicates that you issued
these warrants to five consultants.  Please revise or advise.  In  addition, please also
disclose the issuance of these wa rrants in Item 10 of your filing.
 Item 10. Recent Sales of Unregistered Securities, page 22

16. We note your response to comment 22 in our  letter dated January 28, 2010.  For each
issuance of securities, please ensure that you disclose all of the information required
by Item 701 of Regulation S-K, including the names or class of persons to whom the securities were sold, the offeri ng price of the securities or, if issued otherwise than for
cash, the nature of the transaction an d the nature and aggregate amount of
consideration received by the registrant, and the terms, fair values and reason for
issuance of any options and warrants.  In  addition, please either confirm that the
issuances of options and common stock to Mr. Salerno and Ms. Luqman in 2007 were
made more than three years ago or disclose them here.

John Salerno
iGambit, Inc. July 1, 2010 Page 5  Item 15. Financial Statements and Exhibits, page 24

17. We reviewed your response to comment 23 in our letter dated January 28, 2010.  The
test set forth in Rule 8-04(b)(3) of Regulati on S-X is applicable to your fact pattern.
Please note that it is the St aff’s position that if the re gistrant and/or  the acquired
business reported a pretax loss, the absolu te value should be used when calculating
significance.  Please provide us with the si gnificance test performed pursuant to this
Rule.  To the extent applicable, please amend to include the Jekyll Island Ventures,
Inc. financial statements and pro forma financial information required by Rule 8-04
and 8-05 of Regulation S-X.

Report of Independent Registered  Public Accountant, page F-1
18. In future audit reports, please have your a uditor revise the first sentence in the second
paragraph of the audit report to state that the audit was conducted in accordance with
the standards of the Public Company Acc ounting Oversight Board.  Refer to PCAOB
Auditing Standard No. 1.

Annual Financial Statements, page F-2

Consolidated Statements of Cash Flows, page F-5
19. Please explain why “Assets of acquired busin ess” are presented as an adjustment to
reconcile net income to net cash provid ed by operating activities since such
adjustment would appear to represent a non-cash investing activity and such
adjustment had no impact on net income.

20. Please explain to us the nature of the net cash provided by discontinued operating
activities and tell us why your presen tation complies with FASB ASC 230.

Notes to Consolidated Financial Statements, page F-6
21. Please note that the FASB Accounting St andards Codification became effective for
interim and annual periods ending after Se ptember 15, 2009.  As a result, all non-SEC
accounting and financial reporting standards ha ve been superseded.  Please revise any
references to accounting standards, such as SFAS 123(R) and SFAS 109, accordingly.

Note 1. Organization and Basi s of Presentation, page F-6
Business Acquisition, page F-6
22. Please explain in detail how your acc ounting for the purchase of Jekyll Island
Ventures, Inc. complies with FASB AS C 805.  Please include reference to the
specific authoritative literature relied upon.  Also explain how you determined the fair
value of the common shares and options i ssued.  If you used the common stock price

John Salerno
iGambit, Inc. July 1, 2010 Page 6
as of the date of the last sale of common st ock, please tell us the da te of the last sale
of common stock and explain why such sale  represents the best estimate of the
common stock fair value considering business activities subsequent  to such sale.
23. To the extent you revise your financial statements in response to the comment
directly above, please rec onsider the disclosure requi rements in FASB ASC 805.
24. Please present the pro forma statements of operations through December 31, 2009
and December 31, 2008.  Refer to FASB ASC 805-10-50-2h.  To the extent you
revise your purchase accounting as a resu lt of the comment above, please also
reconsider the need or appropriatene ss of your pro forma adjustments.

Note 2 – Discontinued Operations, page F-8

Restricted Cash, page F-9
25. We reviewed your response to comment  27 in our letter dated January 28, 2010.
Please tell us when the cash received for the quarterly contingency payments which is
placed in an escrow account to hold funds for contingent liabilities is recognized as
income from discontinued operations refe rencing the authoritative GAAP literature
that supports the timing of the income r ecognition.  In addition, please explain the
nature of the contingent liabilities for wh ich the escrowed amounts can be applied.
Also explain the relationship betwee n the escrowed amounts and the prepaid
contingency activity discussed under the Prep aid Contingency subheading of Note 2.

Note 3. Summary of Significant Accounting Policies, page F-10
Accounts Receivable, page F-10
26. Please tell us if the $65,000 bad debt charge relates to a receivable  balance from Digi-
Data Corporation or sales from the four th quarter of 2009 and how the bad debt
charge is presented in your consolidated statements of income and cash flows.

Note 5. Stock Based Compensation, page F-12

27. We reviewed your response to comment 35 in our letter dated January 28, 2010 and
we understand that you use the price per share of the last sale of  common stock as the
per share fair value in the Black-Scholes pric ing model.  Please te ll us the date of the
last sale of common stock used to value each stock option and warrant grant and explain why such sale represents the best  estimate of the common stock fair value
considering business activities s ubsequent to such sale.

28. Please explain why using the historical st ock volatility of your common stock as a
basis for your volatility assumptions provide s a reasonable expected  volatility of your
share price.  Also explain your  consideration of using a ca lculated value.  Refer to
FASB ASC 718-10-30-20.

John Salerno
iGambit, Inc. July 1, 2010 Page 7
29. We reviewed your response to comment 35 in our letter dated January 28, 2010.  It
appears that the measurement dates used for the warrants granted to the securities
broker firm and securities law firm were  the issuance dates of May 26, 2009 and June
1, 2009.  If not, please advise.  If so, pl ease explain why such measurement dates
comply with FASB ASC 505-50-30-11 and 505-50-30-12 discussing the sufficiently
large disincentives for nonperformance th at support a performance commitment on
the issuance date.
 Note 7. Income Taxes, page F-14

30. Please describe to us the nature of the discontinued operations deferred tax expenses
and explain why you have not disclosed any deferred tax liabilities from discontinued
operations in accordance with FASB ASC 740-10-50-6.
31. We reviewed your revised disclosures in re sponse to comment 27 in our letter dated
January 28, 2010.  The reported amount of income tax expense attributable to
continuing operations for fiscal 2009 and 2008 does not appear to be 39.5% of the
loss from continuing operations before inco me tax benefit.  Please revise your
reconciliation or advise.  Refer to FASB ASC 740-10-50- 12.  Please also tell why
your intraperiod tax allocation comp lies with FASB ASC 740-20-45.

Exhibits

32. We note your response to comment 43 in  our letter dated January 28, 2010.
However, it continues to appear as though you have not filed all exhibits, attachments
and schedules to the material agreements that you have filed as exhibits.  As
examples only, we note that you have not filed the exhibits to the Newbridge
Consulting Agreement listed as Exhibit 10.2 in your exhibit index or to the
Employment Agreement listed as Exhibit 10.3 in your exhibit i ndex.  Accordingly,
we re-issue that comment.  In addition, with respect to Exhibits 2.1 and 2.2, please include an agreement to furnish us with a ny omitted schedule or exhibit upon request.
Refer to Item 601(b)(2) of Regulation S-K.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 General

33. Please provide the disclosu re required by Item 407(e)(4) and (e)(5) of Regulation S-
K.
 Item 9A(T). Controls and Procedures, page 14

34. We