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corresp

June 11, 2010

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549-3628

    Attention:

    H. Christopher Owings

    Assistant Director

    Re:

    iGambit, Inc. — Registration Statement on Form 10

    Filed December 31, 2009

    File No. 000-53862

Dear Mr. Owings:

     The purpose of this letter is to provide the Company’s responses to the January 29, 2010
Comment Letter (the “Comment Letter”) to Mr. John Salerno, Chief Executive Officer of iGambit, Inc.
(the “Company”). This letter indicates how the Company proposes to respond to your comments and
provide certain information requested by you in the Comment Letter. For your convenience, we have
restated the comments from the Comment Letter below followed by the Company’s responses.

General

    COMMENT 1.

    Please be advised that your registration statement will
automatically become effective sixty days after your filing
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 withdrawing your registration statement and
resubmitting a new registration statement when you have revised
your document.

    Response:

    The Company has elected not to withdraw the registration statement. The Company
appreciates the obligations resulting from the registration statement going effective.

U.S. Securities and Exchange Commission

H. Christopher Owings

June 11, 2010

Page 2

    COMMENT 2.

    Section (a)(2) of Rule 419 defines a blank 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 that its business plan is to engage in a merger
or acquisition with an unidentified 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 business 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 commensurate in scope with
the uncertainty ordinarily associated with a blank check
company. Accordingly, please revise your disclosure throughout
your registration statement to comply with Rule 419 of
Regulation C or provide a detailed explanation as to why Rule
419 does not apply to you and this offering.

    Response:

    The Company was incorporated in October 1996 and actively engaged in business from
inception. In February 2006 the Company sold its online business. Since the closing
of that transaction, and as a result thereof, the Company has continually received
significant revenue share payments which will continue through February 2011. Since the
sale management has worked to increase said revenue share payments and has actively
sought to leverage its business experience and knowledge through other opportunities in
the technology market. The Company presently has one operating subsidiary. Management
is working to expand the operations of that subsidiary and is seeking other synergistic
opportunities.

    Based upon the foregoing, the Company believes that it does have a specific
business plan and unlike a blank check company it is not merely attempting
to engage in a merger acquisition with one entity to avoid the application
of Rule 419. Rule 419 of the Securities Act of 1933 should not apply to
registrations on Form 10.

Item 1. Business

History, page 1

    COMMENT 3.

    Please expand the second paragraph to indicate whether
payments were received from Digi-Data Corporation and, if
so, the dollar amounts on the 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.

U.S. Securities and Exchange Commission

H. Christopher Owings

June 11, 2010

Page 3

    Response:

    We have revised the second paragraph under “History” to indicate (i) the dollar
amounts and dates of payments that were received from Digi-Data Corporation; (ii) the
final date certain for completion of the agreement; and (iii) that Digi-Data
Corporation was an unrelated third party at the time the Company entered into the APA
(as defined in said second paragraph).

    COMMENT 4.

    In the last paragraph, quantify and describe the certain accounts payable assumed in the
transaction with Jekyll. Referencing “certain” is not informative to anyone not familiar with
the transaction.

    Response:

    We have revised the last paragraph under “History” to quantify and describe the
certain accounts payable assumed in the transaction with Jekyll.

    COMMENT 5.

    Please delete the last sentence in this section regarding the references to the company.
The information is clear from the context.

    Response:

    We have deleted the last sentence under “History” regarding the references to the
company.

Our Company, page 2

    COMMENT 6.

    Please revise to clearly discuss the status of your current
operations, 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 whether you
have initiated any contact or negotiations. Please also discuss
your plans or intentions with regard to funding any such
acquisitions and whether you may enter into a joint venture or
acquire less than 100 per cent of a company.

    Response:

    We have revised the “Our Company” section to: (i) clearly discuss the status of
our current operations, indicating that we have limited revenues and the source of
those limited revenues; (ii) state that we do not have any plans or agreements to
acquire any company, that we have not have targeted any possible acquisitions, and that
we have not initiated any contact or negotiations; (iii) state that we intend to fund
acquisitions through a combination of the issuance of our common stock at closing and
the issuance of common stock purchase warrants that would become exercisable only in
the event certain earn-out conditions are satisfied by the acquired company; and (iv)
state that we would consider entering into a joint venture or acquiring less than 100
percent of a company.

U.S. Securities and Exchange Commission

H. Christopher Owings

June 11, 2010

Page 4

Our Partner Company. . . page 3

Products and Services

    COMMENT 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,
mechanics and extent of your expansion.

    Response:

    We have expended our discussion under “Products and Services” to: (i) quantify the
real estate firms in NYC contracting for our services; (ii) discuss our fee structures;
and (iii) further detail our plans for expansion.

Competitive Comparison, page 4

    COMMENT 8.

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

    Response:

    We have revised the “Competitive Comparison” section to both provide support for
our statements that our photography and technology tools set us apart from our
competition and to state that such statements are the opinion of our management. We
have deleted the reference to Team5 technology.

Market Segmentation, page 4

    COMMENT 9.

    Please update the statistics presented and provide us with
copies of the reports to support the information.

    Response:

    We have deleted the section titled “Market Segmentation.”

Our Corporate Information, page 5

    COMMENT 10.

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

    Response:

    We hereby confirm our understanding that any material information presented on our
website(s) must be included in our Form 10.

U.S. Securities and Exchange Commission

H. Christopher Owings

June 11, 2010

Page 5

Item 1A. Risk Factors, page 5

    COMMENT 11.

    Please delete the language in the second sentence 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. All material risks should be described in your disclosure. If risks
are not deemed material, you should not reference them.

    Response:

    We have deleted the language in the second sentence of the “Risk Factors” section
in which we stated that there may be other unknown risks and uncertainties that may
adversely affect our performance or financial condition.

    COMMENT 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
whether you have engaged a market maker to apply for quotation on the OTC Bulletin Board on
your behalf. In addition, you state that your common stock “will be traded in the
over-the-counter market.” Please revise to clarify that the OTC Bulletin Board may not approve
the application for quotation of your common stock on the OTC Bulletin Board.

    Response:

    We have revised our disclosure in the “Risk Factor” section as follows: (i) to
state that a market maker must file an application on our behalf in order to make a
market for our common stock; (ii) to clarify how long the application process takes;
(iii) to state that we have engaged a market maker at this point in time; and (iv) to
clarify that the OTC Bulletin Board may not approve the application for quotation of
our common stock on the OTC Bulletin Board.

Item 2. Financial Condition, page 5

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 10

    COMMENT 13.

    Please consider adding an introductory section or overview that would facilitate a
reader’s understanding of your company. The introduction should identify the most important
matters on which you focus in evaluating financial condition and operating performance and
provide context for the following discussion and analysis of the financial statements. The
introduction should discuss your digital vaulting operations that were sold to Digi-Data
Corporation, the purchase of Jekyll
Island Ventures, Inc., and your operating plan for the future. See SEC
Release No. 33-8350.

U.S. Securities and Exchange Commission

H. Christopher Owings

June 11, 2010

Page 6

    Response:

    We have added an “Introduction” section at the beginning of the MD&A in an effort
to facilitate the reader’s understanding of the Company, which identifies our source of
revenues, and discusses our asset sale to Digi-Data Corporation, the purchase of Jekyll
Island Ventures, Inc., and our operating plan for the future.

Nine Months Ended September 30, 2009 as Compared to Nine Months Ended September 30, 2008, page 10

    COMMENT 14.

    Please provide a discussion of revenues and net income in a manner similar to the
discussion of annual results. Specifically, please do not refer to contingent sale price
activity as revenues, and disclose income from discontinued operations net of taxes.

    Response:

    We have included in the “Three Months Ended March 31, 2010 as Compared to Three
Months Ended March 31, 2009” section of the MD&A a discussion of revenues and net
income in a manner similar to the discussion of annual results, and, specifically, we
have neither referred to contingent sale price activity as revenues nor disclosed
income from discontinued operations net of taxes.

    COMMENT 15.

    Please disclose officers’ salaries, corporate 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 reasons for the significant period-to-period changes in
your general and administrative expenses. As part of your response and revised disclosure,
explain whether the increase is indicative of future operating results. In doing so, discuss
your current rental commitments, the annual salaries of your officers effective September 1,
2009, and the purchase of Jekyll Island Ventures, Inc. See Item 303(a)(3) of Regulation S-K
and SEC Release No. 33-8350.

    Response:

    We have included in the “Three Months Ended March 31, 2010 as Compared to Three
Months Ended March 31, 2009” section of the MD&A, disclosure of corporate
administrative expenses, legal and accounting fees, and payroll expenses for the three
months ended March 31, 2010, and to provide an analysis of the underlying reasons for
the period-to-period changes in our general and administrative expenses. We have also
expanded the disclosure to explain whether the increases are indicative of future operating results, addressing specifically
officers’ salaries and the purchase of Jekyll Island Ventures, Inc.

U.S. Securities and Exchange Commission

H. Christopher Owings

June 11, 2010

Page 7

Liquidity and Capital Resources, page 11

    COMMENT 16.

    Please provide a discussion of any known trends or
any known demands, commitments, events or
uncertainties that 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 appropriate to include a
discussion of the contingent sales price payments
agreement with Digi-Data Corporation and the
expiration of the agreement, the purchase of Jekyll
Island Ventures, 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 plan to finance future
acquisitions. See item 303(a)(1) of Regulation S-K
and SEC Release No. 33-8350.

    Response:

    We have revised the “Liquidity and Capital Resources” section to: (i) provide a
discussion of any know trends or any known demands, commitments, events or
uncertainties that will result in or that are reasonably likely to result in our
liquidity increasing of decreasing in any material way; (ii) include a discussion of
the contingent sales price payments agreement with DDC and the expiration of the
agreement, our purchase of Jekyll, and an analysis of our cash flows; and (iii)
identify internal and external sources of liquidity and the proposed financing of
future acquisitions.

Item 5. Directors and Executive Officers, page 13

    COMMENT 17.

    Please revise your disclosure to describe the business experience of each director and
executive officer for the past five years, or clarify your disclosure by adding dates or the
duration of employment. Refer to Item 401(e) of Regulation S-K.

    Response:

    We have revised our disclosure in the “Directors and Executive Officers” section
to describe the business experience of each director and executive officer for the past
five years and to clarify our disclosure by adding dates or the duration of employment.

U.S. Securities and Exchange Commission

H. Christopher Owings

June 11, 2010

Page 8

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