SecProbe.io

CORRESP
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filename1.htm

September
12, 2018

VIA
SEC EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Parhaum J. Hamidi,
    Special Counsel

    Mara L. Ransom

    Re:
    iGambit, Inc.

    Information Statement
    on Scheudle 14(c)

    Filed August 9,
    2019

    File No. 0-53862

Dear
Mr. Hamidi:

On
behalf of iGambit, Inc. (the “Company”), we are writing in response to the comments of the staff of the Commission
(the “Staff”) on the Schedule 14(c) filing as transmitted by a letter dated September 4, 2018 (the “Comment
Letter”) to John Salerno, Chief Executive Officer of the Company. The answers set forth herein refer to each of the
Staff’s comments by number. This letter sets forth the Company’s proposed disclosures and responses to the Comment
Letter. For your convenience, we have restated the comments from the Comment Letter below, followed by the Company’s responses.
An amended filing to the preliminary Schedule 14(c) Filing (the “Amended 14(c) Filing”) reflecting changes
in response to your comments will be filed via the Commission’s EDGAR system after your review and response to this letter.
The 8-k filing August 6, 2018 will be amended and filed via EDGAR contemporaneous with this letter.

General

1. In
                                         your Form 8-K filed August 6, 2018, you state that your designation and subsequent issuance
                                         of Series A Preferred Stock to CEO John Salerno on August 2, 2018 “gives him effective
                                         control over [your] affairs.” Please amend this Form 8-K to provide the disclosure
                                         required by Item 5.01 of Form 8-K for a change in control, and also revise the instant
                                         information statement to provide the disclosure required by Item 6(e) of Schedule 14A.

Response:
We have amended the Form 8-k to provide the disclosure required by Item 5.01 and will provide Item 6(e) disclosure of
Schedule 14A. in an amended preliminary proxy.

2. Please
                                         make revisions throughout your information statement to make it consistently clear that
                                         Mr. Salerno is the sole holder of Series A Preferred Shares and thus holds the majority
                                         of your outstanding voting power. For example, please revise your references to “the
                                         stockholders that are the record owners of our Series A Preferred Stock” (page
                                         3) and to “holders of a majority of the vote represented by our outstanding shares
                                         of Series A Stock” (page 5).

Response:
We will revise the amended preliminary 14(c) to make it consistently clear that Mr. Salerno is the sole holder of the
Series A Preferred Shares and thus hold the majority of the Company voting power.

Proposal
1

Amendment
to our Articles of Incorporation to Increase the Common Stock of the Corporation

Purpose
and Effect of Amendment, page 4

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3. According
                                         to your June 19, 2018 press release, you have entered into a letter of intent with Winpoint
                                         Health LLC which contemplates your purchase of all outstanding shares and business operations
                                         of Winpoint Health in exchange for a number of your common shares equal to 65% of your
                                         total common shares issued and outstanding after the transaction. Please revise your
                                         information statement to disclose this potential issuance of common shares to Winpoint
                                         Health shareholders as a reason for the authorized share increase. Refer to Item 1 of
                                         Schedule 14C and Item and Item 19 of Schedule 14A. In that regard, we note that without
                                         increasing the number of authorized common shares, you would not appear to have enough
                                         authorized and unissued common shares to provide Winpoint Health shareholders with common
                                         shares equaling 65% of your total common shares outstanding.

Response:
The Company wishes to clarify several points with respect to the 65% of the total common shares outstanding to be issued.
Approximately half of these shares are for the funding requirement associated with the transaction and for the Company’s
general capital operations. The Company needs the capital irrespective of the Winpoint transaction and in the Information Statement
will indicate that shares may be issued for financing transactions. The Company has amended its letter of intent (“LOI”)
with Winpoint to reflect the above items. A copy of the amended LOI is attached.

Furthermore,
the Winpoint transaction has significant hurdles to closing. In addition to the financing need, Winpoint may need an audit or
at least a valuation of its assets, an acquisition agreement needs to be finalized and the Company has not completed its due diligence.
Additionally, the Company has agreed with Winpoint that, if necessary, to alter any consideration to be received by the Winpoint
shareholders so as not to require an increase in the authorized shares as a result of the transaction. Presently, there is no
item to be submitted to the Company’s shareholders to vote on and there may not be one in the immediate future, if at all.

4. In
                                         addition, please provide all applicable disclosure that Item 14 of Schedule 14A requires
                                         with respect to your planned acquisition of Winpoint Health or tell us why you do not
                                         believe this disclosure is necessary. Refer to Item 14(a)(3) of Schedule 14A, which requires
                                         disclosure for “[a]n acquisition of any other going business or the assets of a
                                         going business,” as well as Note A to Schedule 14A, which states that where “any
                                         item calls for information with respect to any matter to be acted upon and such matter
                                         involves other matters with respect to which information is called for by other items
                                         of this schedule, the information called for by such other items also shall be given.”
                                         In your expanded disclosure, please ensure you specify the exemption pursuant to which
                                         you plan to issue common shares to the Winpoint shareholders and equity investors, along
                                         with a brief description of the facts giving rise to the availability of the exemption.

Response:
Under Item 14 of Schedule 14A “if only the security holders of the Target company are voting,” which would
be the case for state law purposes “the financial information for the Target and Acquiring Company need not be provided.”

Furthermore,
since the consideration to be received by the Target’s holders will consist only of securities which are exempt from registration
under the Securities Act of 1933, information under Item (c)(1) for the Acquiring Company is not required and the information
for the Target under Item (c)(2) is not required since only Target shareholders are voting.

Winpoint
has only a limited number of shareholders between five and ten, which the Company believes are accredited investors and accordingly,
the securities would be able to be issued pursuant to an exemption under Section 4(a)(2) of the Securities Act.

**************

Please
feel free to contact the undersigned at 954-991-5426 with any questions.

    Very
    truly yours,

    /s/
    Joel D. Mayersohn

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