SecProbe.io

CORRESP
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 Correspondence

 NUTEX HEALTH INC.

 6030 S. Rice, Suite C

 Houston, TX 77081

 VIA EDGAR

 April 29, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3561

 Re:
 Nutex Health Inc.
Registration Statement on Form S-3
File No. ‎333-286554

 Ladies and Gentlemen:

 On behalf of Nutex Health Inc.,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on Thursday,
May 1, 2025, or as soon as practicable thereafter.

 Thank you for your assistance
in this matter. If you need any additional information, please contact Gislar Donnenberg of Troutman Pepper Locke LLP at (713) 226-1351.

 Very truly yours,

 Nutex Health Inc.

 By:
 /s/ Elisa Luqman

 Name:
 Elisa Luqman

 Title:
 Chief Legal Officer (SEC)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Thomas T. Vo
Chief Executive Officer
Nutex Health, Inc.
6030 S. Rice Ave., Suite C
Houston, TX 77081

 Re: Nutex Health, Inc.
 Registration Statement on Form S-3
 Filed April 15, 2025
 File No. 333-286554
Dear Thomas T. Vo:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Gislar Donnenberg
</TEXT>
</DOCUMENT>

CORRESP
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VIA EDGAR

April 7, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:
    Nutex Health Inc.

Registration Statement on Form S-3

File No. ‎333-267686‎

Ladies and Gentlemen:

On behalf of Nutex Health
Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the
effective date of the above referenced Registration Statement on Form S-3 be accelerated to 10:00 a.m., Washington, D.C. time, on
Friday, April 7, 2023, or as soon as practicable thereafter.

Thank you for your assistance
in this matter. If you need any additional information, please contact Gislar Donnenberg of Locke Lord LLP at (713) 226-1351.

    Very truly yours,

    Nutex Health Inc.

    By:
    /s/ Jon C. Bates

    Name:
    Jon C. Bates

    Title:
    Chief Financial Officer

CORRESP
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VIA EDGAR

April 7, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:
    Nutex Health Inc.

Registration Statement on Form S-3

File No. 333-270886

Ladies and Gentlemen:

On behalf of Nutex Health
Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above referenced Registration Statement on Form S-3 be accelerated to 10:00 a.m., Washington, D.C. time, on Friday, April
7, 2023, or as soon as practicable thereafter.

Thank you for your assistance
in this matter. If you need any additional information, please contact Gislar Donnenberg of Locke Lord LLP at (713) 226-1351.

    Very truly yours,

    Nutex Health Inc.

    By:
    /s/ Jon C. Bates

    Name:
    Jon C. Bates

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
April 5, 2023
Thomas T. Vo
Chief Executive Officer
Nutex Health Inc.
6030 S. Rice Ave., Suite C
Houston, TX 77081
Re:Nutex Health, Inc.
Registration Statement on Form S-3
Filed March 28, 2023
File No. 333-270886
Dear Thomas T. Vo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gislar Donnenberg

Mail Stop 3561
September 26, 2018

John Salerno
Chief Executive Officer
iGambit, Inc.
1050 W. Jericho Turnpike, Suite A
Smithtown, NY 11787

Re: iGambit, Inc.
 Information Statement on Schedule 14C
Filed August 9, 2018
 File No. 0 -53862

Dear Mr. Salerno :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Mara L. R ansom

 Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
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 September
20, 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 Schedule 14(c)

    Filed August 9,
    2018

    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 and an additional oral discussion with Mr. Hamidi on
September 20, 2018. The answers set forth herein refer to each of the Staff’s comments by number. This letter sets forth
the Company’s response to Item 1. of the Comment Letter. An amended filing to the preliminary Schedule 14(c) Filing (the
“Amended 14(c) Filing”) reflecting changes in response to your comments is being filed via the Commission’s
EDGAR system.

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 provided Item 6(e) disclosure of Schedule 14A. in an Amended 14(c) Filing. A marked courtesy copy has been sent to
Mr. Hamidi.

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

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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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

      1

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

      2

Mail Stop 3561
September 4, 2018

John Salerno
Chief Executive Officer
iGambit, Inc.
1050 W. Jericho Turnpike, Suite A
Smithtown , NY 11787

Re: iGambit, Inc.
 Information Statement on Schedule 14C
Filed August 9 , 2018
 File No. 0-53862

Dear Mr. Salerno :

We have limited our review of your information  statement to those issues we have
addressed in our 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 these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing your response to these  comments, we may have  additional
comments.

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 discl osure 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.

2. Please make revisions throughout your information statement to make it cons istently
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

John Salerno
iGambit, Inc.
September 4, 2018
Page 2

 references to “the stockholders that are the record owners of our Series A Prefer red
Stock” ( page 3 ) and to “holders of a majority of the vote represented  by our
outstanding shares of Series A Stock ” (page 5) .

Proposal 1

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

Purpose and Effect of  Amendment, page 4

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 sharehol ders as a reason for
the authorized share increase.  Refer to Item 1 of Schedule 14C 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.

4. In addition, please provide all applicable disclosure that Item 14 of Schedule 14A
requires with respect to your planne d 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 wel l 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 inf ormation 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 desc ription of the facts giving rise to the
availability  of the exemption .

We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

John Salerno
iGambit, Inc.
September 4, 2018
Page 3

 Please contact Parhaum J. Hamidi, Special Counsel , at (202) 551 -3421  or me at (202)
551-3720 with  any questions.

Sincerely,

 /s/ Mara L. R ansom

 Mara L. Ransom
Assistant Director
Office of Consumer Products

March 2, 2011
 John Salerno Chief Executive Officer  iGambit, Inc. 1600 Calebs Path Extension, Suite 114 Hauppauge, New York  11788

Re:  iGambit, Inc.
Amendment No. 5 to Registrati on Statement on Form 10
Filed February 8, 2011 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed February 23, 2011 Form 10-Q/A for Fiscal Period Ended March 31, 2010 Filed February 23, 2011 Form 10-Q/A for Fiscal Period Ended June 30, 2010 Filed February 24, 2011 Form 10-Q/A for Fiscal Period Ended September 30, 2010 Filed February 23, 2011
File No. 000-53862

Dear Mr. Salerno:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
        /s/ H. Christopher Owings
 H. Christopher Owings  Assistant Director
 cc:  Joel D. Mayersohn, Esq.

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February 7, 2011

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.

Amendment No. 4 to Registration Statement on Form 10

Filed January 6, 2011

Form 10-K/A for Fiscal Year Ended December 31, 2009

Filed September 13, 2010

Form 10-Q/A for Fiscal Period Ended March 31, 2010

Filed September 13, 2010

Form 10-Q for Fiscal Period Ended June 30, 2010

Filed August 16,2010

Form 10-Q for Fiscal Period Ended September 30, 2010

Filed November 22, 2010

File No. 000-53862

Dear Mr. Owings:

The purpose of this letter is to provide the Company’s responses to the  January 21, 2011 Comment Letter (the “5th 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 5th Comment Letter.  For your convenience, we have restated the comments from the 5th Comment Letter below followed by the Company’s responses.

Amendment No. 4 to Registration Statement on Form 10

COMMENT 1.

Please apply comments 4-10 below to your Form 10-K for the fiscal year ended December 31, 2009, Form 10-Q for the fiscal period ended March 31, 2010, Form 10-Q for the fiscal period ended June 30, 2010, and Form 10-Q for the fiscal period ended September 30, 2010, as applicable.

Response:

The Company will file an amendment to the Form 10-K for the fiscal year ended December 31, 2009 and amendments to Form 10-Q for the fiscal period March 31, 2010, and Form 10-Q for the fiscal period ended June 30, 2010, and 10-Q for the fiscal period ended September 30, 2010 applying all comments relating to the Form 10, as applicable.  Pursuant to discussions between the Company and the Staff, the Company will file the foregoing amendments promptly upon the resolution of all outstanding Staff comments set forth in the 5th Comment Letter and the Staff’s completion of its review.

COMMENT 2.

Please update the disclosure throughout your filing as of a more recent date. As examples only we note the following:

·

Bad debt charges are currently disclosed as of December 31, 2009 (page 13);

· The beneficial ownership table is as of August 15, 2010 (page 18);

·

The information under “Holders” is as of August 15, 2010 (page 23); and

·

The information under Item 11 is as of November 30, 2009 (page 25).

Response:

We have updated the disclosures throughout the Company’s Form 10 to more recent dates, as appropriate, including, but not limited to, each of the specific examples set forth in Comment 2 above.

COMMENT 3.

Please update your compensation disclosure to include the required information for your recently completed fiscal year ended December 31, 2010. For additional guidance, please refer to Interpretive Response 217.11 of the Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Response:

We have updated our compensation disclosure to include the required information for our recently completed fiscal year ended December 31, 2010.

Annual Financial Statements, page F-1

Report of Independent Registered Public Accountant, page F-1

COMMENT  4.

We reviewed your response to comment three in our letter dated December 20, 2010 noting that, according to your auditor, the audit report does not need to include an explanatory paragraph referring to the correction of errors disclosed in Note 4 and does not need to be dated accordingly primarily “due to materiality”. In light of your conclusion that a restatement was warranted, the notion of immateriality would not appear to apply in this case. As such, we continue to point to Auditing Standards Codification Sections AU 420.12 and 530.05. We further refer you and your auditor to paragraph 9 of Auditing Standard Number 6 that notes the correction of a material misstatement in previously issued financial statements should be recognized in the auditor’s report on the audited financial statements through the addition of an explanatory paragraph.

Response:

Our auditor has included an explanatory paragraph in his report referring to the restatement described in Note 4 and has dated the report appropriately.

Consolidated Statements of Cash Flows, page F-5

COMMENT 5.

We reviewed your response to comment four in our letter dated December 20, 2010. It appears that net cash provided by discontinued operations from operating and investing activities for the years ended December 31, 2009 and December 31, 2008 and for the nine months ended September 30, 2010 and September 30, 2009 presented in your statements of cash flows still is not consistent with the disclosure of cash received from DDC disclosed on pages 7 and 17. Further, the disclosure of cash received from DDC for the nine months ended September 30, 2010 disclosed on page 17 appears inconsistent when compared to the disclosure of cash received from DDC disclosed on page 7. As previously requested, please revise and/or reconcile for us the amounts disclosed on page 7, page 17 and the net cash provided by discontinued operations from operating and investing activities for the years ended December 31, 2009 and December 31, 2008 and for the nine months ended September 30, 2010 and September 30, 2009 presented in your statements of cash flows.

Response:

We have added the following information on page 16 and 17 to reconcile the amounts shown on page 7 to the statement of cash flows. Also included in discontinued investing activities is cash provided by DDC contingency payment escrow of $14,742 for the year ended December 31, 2009 and cash used by DDC contingency payment escrow of $118,552 for the year ended December 31, 2008, resulting in net cash provided by discontinued investing activities of $1,459,757 and $608,043 for the years ended December 31, 2009 and 2008, respectively.  Also included in discontinued investing activities is cash provided by DDC contingency payment escrow of $150,985 for the nine months ended September 30, 2010 and cash provided by DDC contingency payment escrow of $15,118 for the nine months ended September 30, 2009, resulting in net cash provided by discontinued investing activities of $1,500,422 and $1,095,936 for the nine months ended September 30, 2010 and 2009, respectively.

COMMENT 6.

We reviewed your response to comment five in our letter dated December 20, 2010. Please explain why your classification of the $141,538 repayment of prepaid contingencies as net cash used in operating activities rather than net cash used in financing activities complies with the guidance in ASC 230. In this regard, the disclosure in the third paragraph on page F-11 suggests that the $141,538 was borrowed from DDC and, therefore, the repayment of the $141,538 would appear to represent a repayment of a borrowing.

Response:

We have reclassified the amount on the statement of cashflows to record the amount as a financing activity and we have clarified our disclosure on page 18.

Notes to Financial Statements, page F-6

Note 4. Restatement of Prior Period Consolidated Financial Statements, page F-14

COMMENT 7.

We reviewed your response to the comment seven in our letter dated December 20, 2010 noting your statement that no stock options or warrants vested until May 26, 2010 and therefore, you did not recognize compensation expense in the three months ended March 31, 2010. Based on this statement and review of the terms of certain warrants outstanding disclosed on pages 24 and 25, it appears that you do not recognize stock-based compensation for stock options and warrants prior to vesting dates. If this assumption is incorrect, please advise in detail. Otherwise, please explain how this accounting policy complies with ASC 718-10-35-2 which states that the compensation cost for an award of share-based employee compensation classified as equity shall be recognized over the requisite service period.

Response:

Upon further review we acknowledge that per ASC 718-10-35-2 we accounted for the issuance of options incorrectly. Upon recalculation of the value of the warrants issued it was determined the total value of the warrants issued was $2,030. As the value was not material we elected to expense them fully in the period when they were issued. We have restated our financial statement to reflect these changes.

COMMENT 8.

We reviewed your response to comment eight in our letter dated December 20, 2010. Please confirm that the proposed disclosure provided in the response will be included in an amended Form 10-K for the fiscal year ended December 31, 2009 or otherwise advise. In addition, as previously requested, please tell us whether you intend to reconsider the adequacy of your previous disclosures in your annual and quarterly periodic reports regarding the effectiveness of your disclosure controls and procedures in light of the restatements.  Also tell us whether you intend to amend your annual and quarterly periodic reports to revise your disclosure and describe the effect of the restatement on the officers’ conclusions regarding the effectiveness of disclosure controls and procedures. If your disclosures controls and procedures are effective despite the restatement, please tell us the basis for the officers’ conclusions.

Response:

We have reconsidered our previous disclosures in our annual and quarterly periodic reports regarding the effectiveness of our internal controls over financial reporting and disclosure controls and procedures in light of the restatements to our financial statements, and have deemed those disclosures to be inadequate given said restatements.  As acknowledged in our response to Comment 1, we will file an amendment to the Form 10-K for the fiscal year ended December 31, 2009 and amendments to Form 10-Q for the fiscal period March 31, 2010, and Form 10-Q for the fiscal period ended June 30, 2010, and 10-Q for the fiscal period ended September 30, 2010, promptly upon the resolution of all outstanding Staff comments set forth in the 5th Comment Letter and the Staff’s completion of its review.  We will include in the amendment to our Form 10-K disclosure that our internal controls over financial reporting were not effective as of December 31, 2009 (similar to the disclosures set forth in our response to Comment 8 in our letter dated December 20, 2010), as well as disclosure that our disclosure controls and procedures were not effective as of December 31, 2009.  We will include in the amendments to our Form 10-Q’s that our disclosure controls and procedures were not effective as of the last day of the fiscal quarters covered by said reports.  In each case we will describe the errors in our financial statements, the resulting restatements of said financial statements, and our conclusion that said errors were caused by material weaknesses.

Note 6. Stock Based Compensation, page F-18

COMMENT 9.

We reviewed your response to comment 12 in our letter dated December 20, 2010. We understand that the weighted average grant-date fair value of all warrants and options was $0.10 for all periods presented. In addition, we understand that the common shares underlying the warrants and options were also determined to have a fair value of $0.10 for all periods presented. If our understanding is incorrect, please advise. Otherwise, please provide us with the assumptions used to value all options and warrants issued from January 1, 2008 through September 30, 2010, including but not limited to the assumptions used to measure, at the end of each reporting period, the warrants granted to the securities broker firm and securities law firm as discussed in your response to comment 11 in our letter dated December 20, 2010. We are requesting this information since we are difficulty recalculating an approximate $0.10 grant date fair value for all options and warrants with the exception of the 1,500,000 options issued to Jekyll in the business acquisition.

Response:

After further review we have determined that the $.10 value is incorrect on a forward basis. We have recalculated our Black-Scholes values taking into account that the value of the company’s stock has been decreasing. We have restated our financials to reflect a reduction on the expense of $51,970.

COMMENT 10.

We reviewed your response to comment 13 in our letter dated December 20, 2010. Your response did not adequately address all aspects of our comment. Therefore, the comment is repeated. We reviewed your responses to comments 12 and 14 in our letter dated October 6, 2010, your response to comment 29 in our letter dated July 1, 2010 and your disclosures throughout the Registration Statement. It appears that you have used a $0.10 common share fair value when: 1) valuing the common shares and the common shares underlying options issued in the Jekyll acquisition, 2) valuing the common shares underlying options and warrants granted in the years ended December 31, 2008 and December 31, 2009 and the nine months ended September 30, 2010, and 3) measuring the common shares underlying the warrants granted to the securities broker firm and securities law firm in compliance with FASB ASC 505-50-30-11 and 505-50-30-12 as of the end of each reporting period. If not, please advise. If so, please explain why the fair value of your common shares has not changed from December 31, 2008 through September 30, 2010 considering the expiration of a significant portion of the five year contingency payment term with DDC, the issuance of any securities and the purchase and of Jekyll.

Response:

After further review we have determined that the $.10 value is incorrect on a forward basis. We have recalculated our Black-Scholes values taking into account that the value of the company’s stock has been decreasing. We have restated our financials to reflect a reduction on the expense of $51,970.

We would appreciate the cooperation of Staff in working with us to address any future comments the Staff may have.  We welcome the opportunity to speak with Staff members directly in an effort to expedite any review.

Very truly yours,

  /s/  Clint J. Gage

Clint J. Gage

New York                           Cleveland                              Toledo                            Akron                        Columbus                           Cincinnati

Washiigton, D.C.Tallahassee                                                          Orlando                         Fort Myers                                Naples                 Fort Lauderdale

33334 v_01 \ 120453.0001

33632 v_01 \ 120453.0001

U.S. Securities and Exchange Commission

H. Christopher Owings

February 7, 2011

Page

IGAMBIT, INC.

1600 Calebs Path Extension, Suite 114

Hauppauge, New York 11788

February 7, 2011

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. (File No. 000-53862) (the “Company”)

Dear Mr. Owings:

Please accept this letter as the Company’s acknowledgement of the following facts in connection with its filings with the United States Securities and Exchange Commission:

*           the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

*           staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

*           the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

IGAMBIT, INC.

By:

January 21, 2011
 John Salerno Chief Executive Officer  iGambit, Inc. 1600 Calebs Path Extension, Suite 114 Hauppauge, New York  11788

Re:  iGambit, Inc.
Amendment No. 4 to Registrati on Statement on Form 10
Filed January 6, 2011 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed September 13, 2010 Form 10-Q/A for Fiscal Period Ended March 31, 2010 Filed September 13, 2010 Form 10-Q for Fiscal Period Ended June 30, 2010 Filed August 16, 2010 Form 10-Q for Fiscal Period Ended September 30, 2010 Filed November 22, 2010
File No. 000-53862

Dear Mr. Salerno:
We have reviewed the amendment to your re gistration statement 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 providing the requested information. If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendments to your regist ration statement and periodic reports, and
the information you provide in response to thes e comments, we may have  additional comments.
 Amendment No. 4 to Registration Statement on Form 10

1. Please apply comments 4-10 below to your Form 10-K for the fiscal year ended
December 31, 2009, Form 10-Q for the fiscal period ended March 31, 2010, Form 10-Q for the fiscal period ended June 30, 2010, and Form 10-Q for the fiscal period ended September 30, 2010, as applicable.

John Salerno iGambit, Inc. January 21, 2011 Page 2

2. Please update the disclosure throughout your filing as of a more recent date.  As
examples only, we note the following:
 Bad debt charges are currently disc losed as of December 31, 2009 (page 13);
 The beneficial ownership table is as of August 15, 2010 (page 18);
 The information under “Holders” is as of August 15, 2010 (page 23); and
 The information under Item 11 is as of November 30, 2009 (page 25).

3. Please update your compensation disclosure to  include the required information for your
recently completed fiscal year ended December 31, 2010.  For additional guidance,
please refer to Interpretive Response 217.11 of  the Division of Corporation Finance’s
Regulation S-K Compliance & Disclosure Inte rpretations availabl e on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.
 Annual Financial Statements, page F-1

 Report of Independent Registered  Public Accountant, page F-1

4. We reviewed your response to comment three in our letter dated December 20, 2010
noting that, according to your auditor, the audit report does not need to include an
explanatory paragraph referring to the correction of errors disclosed in Note 4 and does
not need to be dated accordingly primarily “due to materiality”.  In light of your
conclusion that a restatement was warrant ed, the notion of immateriality would not
appear to apply in this case.  As such, we continue to point to Auditing Standards
Codification Sections AU 420.12 and 530.05.  We  further refer you and your auditor to
paragraph 9 of Auditing Standard Number 6 that notes the correction of a material
misstatement in previously issued financia l statements should be recognized in the
auditor's report on the audited financial statements through the addition of an explanatory
paragraph.
 Consolidated Statements of Cash Flows, page F-5

5. We reviewed your response to comment f our in our letter date d December 20, 2010.  It
appears that net cash provided by discontinue d operations from operating and investing
activities for the years ended December 31, 2009 and December 31, 2008 and for the nine months ended September 30, 2010 and Septembe r 30, 2009 presented in your statements
of cash flows still is not consistent with  the disclosure of cash received from DDC
disclosed on pages 7 and 17.  Further, the di sclosure of cash received from DDC for the
nine months ended September 30, 2010 disclose d on page 17 appears inconsistent when
comparing to the disclosure of cash received from DDC disclosed on page 7.  As previously requested, please re vise and/or reconcile for us  the amounts disclosed on page
7, page 17 and the net cash provided by di scontinued operations from operating and
investing activities for the years e nded December 31, 2009 and December 31, 2008 and
for the nine months ended September 30, 2010 and September 30, 2009 presented in your
statements of cash flows.

John Salerno iGambit, Inc. January 21, 2011 Page 3

 6. We reviewed your response to comment five in our letter dated December 20, 2010.
Please explain why your classificatio n of the $141,538 repayment of prepaid
contingencies as net cash used in operating activities rather than net cash used in
financing activities complies with the guida nce in ASC 230.   In this regard, the
disclosure in the third pa ragraph on page F-11 suggests that the $141,538 was borrowed
from DDC and, therefore, the repayment of  the $141,538 would appear to represent a
repayment of a borrowing.
 Notes to Financial Statements, page F-6

 Note 4. Restatement of Prior Period Conso lidated Financial Statements, page F-14

7. We reviewed your response to comment seven in our letter dated December 20, 2010
noting your statement that no stock options  or warrants vested until May 26, 2010 and
therefore, you did not recognize compensation expense in the three months ended March
31, 2010.  Based on this statement and revi ew of the terms of certain warrants
outstanding disclosed on pages 24 and 25, it appears that you do not recognize stock-
based compensation for stock options and warra nts prior to vesting dates.  If this
assumption is incorrect, please advise in de tail.  Otherwise, please explain how this
accounting policy complies with ASC 718-10-35- 2 which states that the compensation
cost for an  award of share-based  employee compensation classified as equity shall be
recognized over the requis ite service period.
 8. We reviewed your response to comment ei ght in our letter dated December 20, 2010.
Please confirm that the proposed disclosure pr ovided in the response will be included in
an amended Form 10-K for the fiscal year ended December 31, 2009 or otherwise advise.
In addition, as previously requested, please te ll us whether you intend to reconsider the
adequacy of your previous disclosures in  your annual and quarte rly periodic reports
regarding the effectiven ess of your disclosure controls and procedures in light of the
restatements.  Also tell us whether yo u intend to amend your annual and quarterly
periodic reports to revise your disclosure and describe the ef fect of the restatement on the
officers’ conclusions regarding the effectiveness of disclosure controls and procedures.  If
your disclosure controls and procedures are e ffective despite the rest atement, please tell
us the basis for the officers’ conclusions.
 Note 6. Stock Based Compensation, page F-18

9. We reviewed your response to comment 12 in our letter dated December 20, 2010.  We
understand that the weighted average grant-date fair value of all warrants and options was
$0.10 for all periods presented.  In additi on, we understand that the common shares
underlying the warrants and options  were also determined to have a fair value of $0.10
for all periods presented.  If our understand ing is incorrect, please advise.  Otherwise,
please provide us with the assumptions used to  value all options and warrants issued from
January 1, 2008 through September 30, 2010, including but not limited to the

John Salerno iGambit, Inc. January 21, 2011 Page 4

assumptions used to measure, at the end of  each reporting period, the warrants granted to
the securities broker firm a nd securities law firm as di scussed in your response to
comment 11 in our letter dated December 20, 2010.  We are requesting this information
since we are having difficulty recalculating an approximate $0.10 grant date fair value for
all options and warrants with  the exception of the 1,500,000 options issued to Jekyll in
the business acquisition.
 10. We reviewed your response to comment 13 in  our letter dated December 20, 2010.  Your
response did not adequately address all aspect s of our comment.  Therefore, the comment
is repeated.  We reviewed your response s to comments 12 and 14 in our letter dated
October 6, 2010, your response to comment 29 in our letter dated July 1, 2010 and your
disclosures throughout the Registration Statemen t.  It appears that you have used a $0.10
common share fair value when: 1) valuing the common shares and the common shares
underlying options issued in the Jekyll acq uisition, 2) valuing the common shares
underlying options and warrants granted in the years ended December 31, 2008 and December 31, 2009 and the nine months ended September 30, 2010, and 3) measuring the common shares underlying the warrants gr anted to the securities broker firm and
securities law firm in compliance with  FASB ASC 505-50-30-11 and 505-50-30-12 as of
the end of each reporting period.  If not, please advise.  If so, please explain why the fair
value of your common shares has not changed from December 31, 2008 through
September 30, 2010 considering the expiration of  a significant portion of the five year
contingency payment term with DDC, the i ssuance of any securities and the purchase and
of Jekyll.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Adam Phippen, Staff Accountant, at (202) 551-3336 or Jason
Niethamer, Assistant Chief Accountant, at (202) 551-3855 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lilyanna L. Peyser,
Attorney Advisor, at (202) 551-3222 or me  at (202) 551-3725 with any questions.

Sincerely,    H. Christopher Owings  Assistant Director
 cc:  Joel D. Mayersohn, Esq.
Via Facsimile

December 20, 2010
 John Salerno Chief Executive Officer  iGambit, Inc. 1600 Calebs Path Extension, Suite 114 Hauppauge, New York  11788

Re:  iGambit, Inc.
Amendment No. 3 to Registrati on Statement on Form 10
Filed December 6, 2010  Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed September 13, 2010 Form 10-Q/A for Fiscal Period Ended March 31, 2010 Filed September 13, 2010 Form 10-Q for Fiscal Period Ended June 30, 2010 Filed August 16, 2010 Form 10-Q for Fiscal Period Ended September 30, 2010 Filed November 22, 2010
File No. 000-53862

Dear Mr. Salerno:
We have reviewed the amendment to your regi stration statement and your periodic report
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 providing the requested information. If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendments to your regist ration statement and periodic reports, and
the information you provide in response to thes e comments, we may have  additional comments.

General

1. We note your response to comment one in our  letter dated October 6, 2010 and await the
filing of the relevant amendments.  Please also include your Form 10-Q for the fiscal
period ended September 30, 2010 in your revisi ons consistent with that comment.

John Salerno iGambit, Inc. December 20, 2010 Page 2

Amendment No. 3 to Registration Statement on Form 10

 Item 2. Financial Information, page 13

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
14
 Liquidity and Capital Resources, page 16

2. We reviewed your response to comment th ree in our letter dated October 6, 2010.  As
previously requested, please tell us why Go tham net loss for the year ended December
31, 2009 and nine months ended Septembe r 30, 2010 as presented are not non-GAAP
measures as defined at Item 10(e)(2) of Regul ation S-K.  In addition, based on the tables
provided in response to comment three it appear s that discrete financial information is
available for Gotham and IGambit.  If not , please advise.  If so, please tell us the
operating segments you have identified in accordance with ASC 280-10-50-1 through 50-9 and explain your consideration of pr oviding the disclosures at ASC 280-10-50-20
through 50-42 in the notes to your financial statements.

Annual Financial Statements, page F-1

Report of Independent Registered  Public Accountant, page F-1

3. Your auditor should include an explanatory paragraph in his report referring to the
restatement described in Note 4 and date th e report appropriately.  Refer to Auditing
Standards Codification Sections AU 420.12 and 530.05.
 Consolidated Statements of Cash Flows, page F-5

4. We reviewed your response to comment te n in our letter date d October 6, 2010.  It
appears that net cash provided by discontinue d operations for the years ended December
31, 2009 and December 31, 2008 and for the nine months ended September 30, 2010 and September 30, 2009 presented in your statements of  cash flows still is not consistent with
the disclosure of cash received from DDC disc losed on page 9.  Further, the disclosure of
cash received from DDC disclosed in your di scussion of cash flow activity beginning on
page 16 appears inconsistent and/or incomp lete when comparing the discussion to the
disclosure of cash received from DDC disc losed on page 9 and the net cash provided by
discontinued operations for the years e nded December 31, 2009 and December 31, 2008
and for the nine months ended Septembe r 30, 2010 and September 30, 2009 presented in
your statements of cash flows.  Please re vise and/or reconcile for us the amounts
disclosed on page 9, in your discussion of  cash flow activity beginning on page 16 and
the net cash provided by disc ontinued operations for the years ended December 31, 2009
and December 31, 2008 and for the nine months ended September 30, 2010 and September 30, 2009 presented in your statements of cash flows.

John Salerno iGambit, Inc. December 20, 2010 Page 3

5. We reviewed your response to comment 11 in  our letter dated October 6, 2010.  Please
explain why your classification of the $141,538 repayment of prepaid contingencies as
net cash used in operating ac tivities rather than a non-cas h activity, considering the
disclosure in the second para graph on page F-9 that this amount was repaid with
contingency payments retained by DDC, or net cash used in financing activities complies with the guidance in ASC 230.
 6. We note the changes made to your statem ents of cash flows for the years ended
December 31, 2009 and December 31, 2008 and the nine months ended September 30, 2009.  Please tell us your consideration of labe ling the statements of cash flows for the
years ended December 31, 2008 and the nine months ended September 30, 2009 as restated.  Please also tell us your consider ation of providing the disclosures at ASC 250-
10-50-7 regarding corrections of errors.
 Notes to Financial Statements, page F-6

 Note 4. Restatement of Prior Period Conso lidated Financial Statements, page F-11

7. We reviewed your revision made in respons e to comment eight in our letter dated
October 6, 2010 noting that you revised to recognize $49,500 of compensation expense
from vested warrants in the three month period ended June 30, 2010.  Please tell the
amount of stock based compensation expense recognized from both warrants and options
in the three month periods ended Marc h 31, 2010, June 30, 2010 and September 30, 2010
and explain why the compensation expense re cognized complies with ASC 718.  In this
regard, please explain why this footnote doe s not refer to any stock based compensation
expense being recognized in the three months ended March 31, 2010 and why this
footnote and the statement of stockholders’ equity for the nine months ended September
30, 2010 on page F-20 does not refer to stock based compensation related to options.
 8. Please tell us whether you intend to reconsider  the adequacy of your previous disclosures
in your periodic reports rega rding the effectiven ess of your internal controls over
financial reporting and disclosu re controls and procedures in  light of the restatements.
Also tell us whether you inte nd to amend your periodic report s to revise your disclosure
and describe the effect of the restatemen t on the officers’ conclusions regarding the
effectiveness of your internal controls over financial reporting and disclosure controls
and procedures.  If your certify ing officers’ conclude that your internal controls over
financial reporting and disclosure controls  and procedures are effective despite the
restatement, please tell us the basis for the officers’ conclusions.

Note 1. Organization and Basi s of Presentation, page F-6

Business Acquisition, page F-6

9. We reviewed your response to comment 12 in our letter dated Oct ober 6, 2010 as well as
the revisions made in response to this comment.  As previ ously requested, please explain
how you identified and recogni zed the assets acquired in  the business combination

John Salerno iGambit, Inc. December 20, 2010 Page 4

including your consideration of recognizing intangible assets such as favorable or
unfavorable sales contract terms.  Refer to  ASC 805-20.  Please al so tell us how the
assets identified and recognized differ from the book value of Jekyll’s assets prior to the
acquisition.  In addition, see the comments  below regarding the accounts receivable
purchased and the valuation of the common shar es and options issued as consideration.

10. We reviewed your response to comment 13 in  our letter dated Oc tober 6, 2010 and note
your statement that the accounts receivable purchased were in good standing.  We also
note your independent public accountant’s disclosure on page F-38 that Jekyll should
have had a $46,000 accounts receivable reserve as of September 30, 2009.  Please reconcile this appare nt discrepancy.
 Note 6. Stock Based Compensation, page F-12

11. Reference is made to your response to comme nt 29 in our letter dated July 1, 2010 in
which you state that that the measurement da tes used for the warrants granted to the
securities broker firm and securities law firm comply with FA SB ASC 505-50-30-11 and
505-50-30-12.  Please tell us the measuremen t dates used for these warrants granted
through and including September 30, 2010 e xplaining why such measurement dates
comply with FASB ASC 505-50-30-11 and 505- 50-30-12.  Please also see the comment
below regarding the valuation of common shares  used in the valuation of warrants.

12. Please tell us if the weighted average grant- date fair value of the warrants and options
disclosed as $0.10 in the tables on page F-12 and F-27 represent the fair value of the
warrants and options, the common shares underlying the warrants and options, or both.  If
both, please confirm that the option pricing m odel used computed a grant-date fair value
of $0.10 using a $0.10 per common share fair va lue and the assumptions disclosed on
page F-13 and F-27.  If the amount disclosed represents only the fair value of the
common shares underlying the warrants and options, please disclose the weighted-
average grant date fair value of the warra nts and options.  Refer to ASC 718-10-50-2d.1.
 13. We reviewed your responses to comments 12 and 14 in our letter dated October 6, 2010,
your response to comment 29 in our lett er dated July 1, 2010 and your disclosures
throughout the Registration Statement.  It appears that you have used a $0.10 common
share fair value when: 1) valuing the comm on shares and the common shares underlying
options issued in the DDC acquisition, 2) va luing the common shares  underlying options
and warrants granted in the years en ded December 31, 2008 and December 31, 2009 and
the nine months ended September 30, 2010, and 3) measuring the common shares underlying the warrants granted to  the securities broker firm and securities law firm in
compliance with FASB ASC 505-50-30-11 and 505-50-30-12 as of the end of each
reporting period.  If not, please a dvise.  If so, please explai n why the fair value of your
common shares has not changed from December 31, 2008 through September 30, 2009 considering the expiration of a significant por tion of the five year contingency payment
term with DDC, the issuance of any securi ties and the purchase and of Jekyll.

John Salerno iGambit, Inc. December 20, 2010 Page 5

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Adam Phippen, Staff Accountant, at (202) 551-3336 or Jason
Niethamer, Assistant Chief Accountant, at (202) 551-3855 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lilyanna L. Peyser,
Attorney Advisor, at (202) 551-3222 or me  at (202) 551-3725 with any questions.

Sincerely,    H. Christopher Owings  Assistant Director
 cc:  Joel D. Mayersohn, Esq.
Via Facsimile

October 6, 2010
 John Salerno Chief Executive Officer  iGambit, Inc. 1600 Calebs Path Extension, Suite 114 Hauppauge, New York  11788

Re:  iGambit, Inc.
Amendment No. 2 to Registrati on Statement on Form 10
Filed September 13, 2010  Amendment No. 1 to Form 10-K Filed September 13, 2010  Form 10-Q for Fiscal Period Ended June 30, 2010 Filed August 16, 2010
File No. 000-53862

Dear Mr. Salerno:
We have reviewed the amendments to your registration statement and periodic filings 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 providing the requested information. If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your regi stration statement and periodic reports, and
the information you provide in response to thes e comments, we may have  additional comments.

General

1. Please apply all comments relating to the Form  10 to your Form 10-K for the fiscal year
ended December 31, 2009, Form 10-Q for th e fiscal period ended March 31, 2010, and
Form 10-Q for the fiscal period ended June 30, 2010, as applicable.

John Salerno iGambit, Inc. October 6, 2010 Page 2

Amendment No. 2 to Registration Statement on Form 10

 Item 2. Financial Information, page 6

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 7

 Liquidity and Capital Resources, page 8

 Cash Flow Activity, page 8

2. We note the changes made in response to comment 11 in our letter dated July 1, 2010.
Please provide a discussion and analysis of your cash flows from operating, investing and
financing activities for all the periods covered by the financia l statements required to be
included in the Registration Statement incl uding the cash flow activities for the years
ended December 31, 2009 and December 31, 2008.
 3. Please tell us how you compute Gotham net losses of $124,954 for 2009 and $152,549
for the six months ended June 30, 2010.  Pleas e provide reconciliations of these amounts
to your losses from continuing operations to  help our understanding.  In addition, explain
why Gotham net loss as presented is not  a non-GAAP measure as defined at Item
10(e)(2) of Regulation S-K.
 Item 10. Recent Sales of Unregistered Securities, page 12

4. We note your revised disclosure in respons e to comment 16 in our letter dated July 1,
2010.  Please further revise your disclosure to  state the aggregate offering price of all
common stock, options and warrants that were  sold for cash, the nature and aggregate
amount of consideration received for common stock, options and warrants that were sold
otherwise than for cash, and the value of any common stoc k issued upon exercise of
warrants or options.  Refer to It em 701(c) of Regulation S-K.  In addition, please revise
this section to state briefly the facts relied upon to make the exemptions available. Refer
to Item 701(d) of Regulation S-K.
 Item 15. Financial Statements and Exhibits, page 13

5. It appears that the financia l statements included in your  Registration Statement do not
comply with the requirements in Rule 8-02 of Regulation S-X.  Please amend to include the appropriate annual financial statements.
 6. We reviewed your response to comment 17 in our letter dated July 1, 2010.  As
previously requested, please provide us w ith the significance tests performed which
support the Jekyll Island Ventures, Inc. financia l statement periods that are required to be
presented.  Refer to Rule 8-04 of Regulation S-X.

John Salerno iGambit, Inc. October 6, 2010 Page 3

Report of Independent Registered  Public Accountant, page F-1

 7. Please include a manual or printed signature of the auditor’s firm in the audit report
presented in this Registration Statement and Amendment No. 1 to Form 10-K filed
September 13, 2010.  Refer to Rule 2-02(a) of Regulation S-X.

Consolidated Statements of Income, page F-3

 8. Please revise your filing to disclose  the appropriate amount of unrecognized
compensation cost related to each period pr esented.  In this regard, the amount of
unrecognized compensation cost appears unc hanged between Amendment No. 1 and
Amendment No. 2 to Form 10.

Exhibits

9. We note your response to comment 32 in our letter dated July 1, 2010.  Please include in
your filing, for example as footnotes to Exhi bits 2.1 and 2.2 in the exhibit index, your
agreement to furnish us with any omitted sche dule or exhibit upon request.  Refer to Item
601(b)(2) of Regulation S-K.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2009

 Financial Statement, page F-1

 Consolidated Statements of Cash Flows fo r the Years Ended December 31, 2009 and 2008, page
F-5

10. We reviewed your response to comment 10 in our letter dated July 1, 2010.  Please
explain why net cash provided by disconti nued investing activiti es totaling $938,481 for
the year ended December 31, 2009 and 434,811 for the year ended December 31, 2008
presented in the statements of cash flows do not agree to your disc losure in the first
paragraph on page 8 stating that cash pa yments received from DDC totaled $1,383,514 in
the year ended December 31, 2009 and $726,596 in the twelve months ended December 31, 2008.   In light of these amounts disclosed in the first paragraph on page 8 and the
comment below, please re-evaluate the am ounts presented as net cash provided by
discontinued operating, investi ng and financing activities.  Please also re-evaluate the
amounts presented as net cash (used) provi ded by discontinued ope rating, investing and
financing activities in the six months e nded June 30, 2010 and June 30, 2009.

11. Please explain why your classificatio n of the $141,538 repayment of prepaid
contingencies and the $350,000 payment for unpa id compensation as financing activities
rather than non-cash or operating activities  complies with the guidance in ASC 230.  To
the extent you change your presentation of  the repayment of prepaid contingencies,

John Salerno iGambit, Inc. October 6, 2010 Page 4

please make similar changes to your presentati on in the statement of cash flows for the
six months ended June 30, 2009.

Note 1 – Organization and Basis of Presentation, page F-6

 Business Acquisition, page F-6

12. We reviewed your response to comment 22 in  our letter dated July  1, 2010 and have the
following additional concerns:
• According to your disclosure, in conn ection with the business combination you
issued shares and options with a to tal fair value of $185,000.  However, you
recorded total net assets of $258,974 consisting of goodwill, cash, accounts
receivable and fixed assets.  Please expl ain how this inconsistency complies with
ASC 805.;
• In addition, please explain how you identif ied and recognized the assets acquired
in the business combination includin g your consideration of recognizing
intangible assets such as favorable or unf avorable sales contract terms.  Refer to
ASC 805-20.; and
• Tell us how the assets id entified and recognized differ from the book value of
Jekyll’s assets prior to the acquisition.
• Finally, referring to the valu ation of the common shares  and options issued, please
explain your consideration of events subsequent to October 24, 2005 when
valuing the common shares and options issued in the business combination.
Please also reconcile your statement in th e response that you only had net income
from discontinued operations contingency payments as of October 25, 2005 to the disclosure in Note 2 that Digi-D ata was sold on February 28, 2006.
 13. We reviewed your response to comment 26 in ou r letter dated July 1, 2010.  Please tell us
what portion of the fiscal 2009 $65,000 bad debt charge relates to the receivable balance
purchased from Digi-Data.  If not already expl ained in response to the comment directly
above, please also explain your considerati on of the uncertainty of future cash flows
when determining the fair value of the Digi -Data receivable bala nce recorded in the
business combination.  Refer to ASC 805-20.

Note 5 – Stock Based Compensation, page F-10

14. We reviewed your response to comment 27 in our letter dated July 1, 2010.  With respect
to the valuation of your common shares unde rlying your option and warrant issuances,
please explain your considerati on of events subsequent to October 24, 2005 for use in the
valuation models.  For example, explain your consideration of the expiration of a
significant portion of the five year conti ngency payment term with Digi-Data and the

John Salerno iGambit, Inc. October 6, 2010 Page 5

issuance of any securities.  Please also rec oncile your statement in the response that you
only had net income from discontinued operatio ns contingency payments as of October
25, 2005 to the disclosure in Note 2 that Digi-Data was sold on February 28, 2006.

Note 7. Income Taxes, page F-11

 15. We reviewed your response to comment 30 in  our letter dated July 1, 2010.    Please
explain why an effective tax rate of 47% is  appropriate for discon tinued operations.
 16. We reviewed your response to comment 31 in our letter dated July 1, 2010.  Please
disclose a reconciliation usi ng percentages or dollar amount s of the reported amount of
income tax expense attributable to continui ng operations to the amount of income tax
expense that would result from applying domes tic federal statutory tax rates to pretax
income from continuing operations.   Refe r to FASB ASC 740-10-50-12.  Your current
disclosure states only the federal and stat e statutory rates and pr ovides no reconciliation
to the reported amount of income tax expens e attributable to c ontinuing operations.

Form 10-Q for Fiscal Period Ended June 30, 2010

17. We note your statement that there were “ no changes in our internal controls over
financial reporting during the first fiscal quarter of 2010. . . .”  Please supplementally
confirm that this statement is intended to refer to the second fiscal quarter of 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Adam Phippen, Staff Accountant, at (202) 551-3336 or Jason
Niethamer, Assistant Chief Accountant, at (202) 551-3855 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lilyanna L. Peyser,
Attorney Advisor, at (202) 551-3222 or me  at (202) 551-3725 with any questions.

Sincerely,    H. Christopher Owings  Assistant Director
 cc:  Joel D. Mayersohn, Esq.
Via Facsimile

CORRESP
1
filename1.htm

    correspondence.htm

September 13, 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. (File No. 000-53862) (the “Company”)

Amendment No. 1 to Registration Statement on Form 10 - filed 6/11/10 (“Form 10”)

Annual Report on Form 10-K for the FYE 12/31/09 - filed 6/15/10 (“Form 10-K”)

Quarterly Report on Form 10-Q for the Quarter Ended 3/31/10 - filed 6/17/10 (Form 10-Q”)

Dear Mr. Owings:

The purpose of this letter is to provide the Company’s responses to the July 1, 2010 Comment Letter (the “2nd 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 2nd Comment Letter.  For your convenience, we have restated the comments from the 2nd Comment Letter below followed by the Company’s responses.

General

COMMENT 1.

We note the acknowledgements made by your counsel on your behalf at the conclusion of counsel's letter to us dated June 11, 2010. Notwithstanding these acknowledgements, we still require a letter 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;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Response:

Attached hereto is a letter from the Company, on Company letterhead, executed by the Chief Executive Officer of the Company, acknowledging the three bullet points set forth above.

Amendment No. 1 to Registration Statement On Form 10

COMMENT 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, filed on June 17, 2010, as applicable.

Response:

The Company will file an amendment to the Form 10-K and an amendment to the Form 10-Q applying all comments relating to the Form 10, as applicable.

COMMENT 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 and knowledge through other opportunities in the technology market" since the sale of your online business in February 2006.

·

The manner in which management is "working to expand the operations of [your] subsidiary and is seeking other synergistic opportunities."

·

The components of your business plan in greater detail.

Response:

The Company has re-written the “HISTORY” section and the “OUR COMPANY” section of the Form 10 to more clearly and expansively describe the main components of the Company’s business plan.  Specifically, the Company has: (i) moved the Quarterly Revenue Share Payment - Annual Increase Payment Table to a new subsection under “OUR COMPANY” titled “DDC Revenue Share Payments and Annual Increase Payments”, and has disclosed in that section the steps taken by management to increase said payments by leveraging managements’ business experience, knowledge, and contacts in the technology market.; (ii) provided additional disclosure of how management is working to expand the operations of the Company’s subsidiary under the subsection titled “Our Partner Company – Gotham Photo Company”; and (iii) expanded the general description of the Company’s business plan under the section titled “Our Strategy to Grow the Company” to more specifically describe the processes we work through in evaluating target companies.

Item 1. Business, page 3

Our Company, page 5

Our Partner Company – Gotham Photo Company, page 7

Products and Services, page 7

COMMENT 4.

We note your response to comment seven in our letter dated January 28, 2010. Please revise your disclosure to indicate generally the portion 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.

Response:

We have revised our disclosure in the “Products and Services” section of the Form 10 to provide that currently, approximately 19% of our clients utilize EXPO, of which 24% do so on a per unit basis, 48% do so as an add-on to photography services, and 28% do so on a subscription basis.

COMMENT 5.

We note your statement that you have "large `master accounts' with large firms such as Prudential Douglas Elliman and Halstead." If applicable, please discuss your dependence on a single customer or a few customers, the loss of any one or more of which would have a material adverse effect on your business. Refer to Item 101(c)(vii) of Regulation S-K. Also if applicable, please consider whether risk factor disclosure or disclosure under Item 601(b)(10)(ii)(B) of Regulation S-K is appropriate with respect to this issue.

Response:

We have added a “Customers” section to the Form 10, in which we provide that 5 of our customers constitute approximately 61% of our consolidated revenues, and have included an additional risk factor with respect to same.  We do not believe that additional disclosure under Item 601(b)(10)(ii)(B) is warranted, based on the approximate percentages of revenues generated from each of the 6 customers set forth above.

Competitive Comparison, page 7

COMMENT 6.

We note your response to comment eight in our letter dated January 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 seem 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.

Response:

We have revised the last sentence of the “Competitive Comparison” section of the Form 10 to label such statement as the opinion of management.

COMMENT 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 appropriate for you to exclude disclosure regarding Team5 when, it appears to be one of your two primary technologies or holdings.

Response:

Team 5 is a tradename that was acquired by the Company when it acquired the assets of Jekyll Island Ventures, Inc.  The tradename was used by Jekyll with respect to certain product/service offerings in NYC for approximately 10 years prior to closing.  As such, the tradename has some value.  The Company currently uses the tradename in connection with certain non-core product/service offerings in NYC, which products/services are not material to the overall operations of the Company.

Item 1A. Risk Factors, page 8

COMMENT 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.

Response:

We have deleted second sentence of the introductory paragraph of the “Risk Factors” section of the Form 10.

Item 2. Financial Information, page 12

Year Ended December 31, 2009 as Compared to Year Ended December 31, 2008

COMMENT 9.

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

Response:

We have revised the fiscal 2009 “General and Administrative Expenses” subsection in the Form 10 to correct the amount of each subcategory of expenses under the general and administrative expenses line item.

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

COMMENT 10.

Please expand your disclosure to discuss the causes for any material changes in your results of operations from period to period.

Response:

We have expanded our disclosure under the “Management’s Discussion and Analysis” section of the Form 10 to discuss the causes for any material changes in our results of operations from period to period.

Liquidity and Capital Resources, page 15

COMMENT 11.

We note your response to comment 16 in our letter dated January 28, 2010 and reissue a portion of our comment. Please provide a discussion and analysis of your cash flows from operating, investing and financing activities for the periods covered by the financial statements. This discussion and analysis of liquidity should focus on material changes in operating, investing and financing cash flows, as depicted in the statement of cash flows, and the reasons underlying those changes Please refer to the Instructions to Item 303(A) of Regulation S-K and SEC Release 33-8350 for guidance on this matter.

Response:

We have updated the “Liquidity and Capital Resources” section of the Form 10 and revised it to include subsections titled “Cash Flow Activity” and “Supplemental Cash Flow Activity”, in which we focus on material changes in our cash flows and the reasons underlying those changes.

Item 5. Directors and Executive Officers, page 16

COMMENT 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 state the date from which Mr. Dempster has served in this capacity. Please also revise your disclosure to state briefly the type of business in which each of Interpharm Holdings, Inc. and Authentidate Holding Corp. is engaged. In addition, please revise your disclosure to identify the SPAC of which Mr. Waters was the CFO. Finally, please disclose Mr. Waters' employment since 2008 or confirm to us that there is no such employment information to disclose.

Response:

We have revised the “Directors and Executive Officers” section of the Form 10 to state the date from which Mr. Dempster has served as the Chairman of Tran-Leisure Corp., to state briefly the type of business in which Interpharm Holdings, Inc., and Authentidate Holding Corp. is engaged, to identify the SPAC of which Mr. Waters was the CFO, and to disclose Mr. Waters’ employment since 2008.

COMMENT 13.

Please discuss the specific experience, 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.

Response:

We have expanded the disclosure in the “Directors and Executive Officers” section of the Form 10 to include the specific experience, qualifications, attributes or skills that led to the conclusion that each director should serve in such capacity.

COMMENT 14.

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

Response:

We have added a “Board Structure; Board’s Role in Risk Management” subsection to the “Board Independence and Committees” section of the Form 10, in which we describe the board leadership structure and disclose the board’s role in risk oversight.

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

COMMENT 15.

We note your response to comment 21 in our letter dated January 28, 2010, which indicates that you issued warrants to purchase 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 warrants in Item 10 of your filing.

Response:

We have revised the disclosure in the “Equity Compensation Plan Information” section of the Form 10 to provide that the warrants in question were issued to 3 consultants. The current disclosure in the Item 10 section of the Form 10 accurately reflects the foregoing.

Item 10. Recent Sales of Unregistered Securities, page 22

COMMENT 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 offering price of the securities or, if issued otherwise than for cash, the nature of the transaction and 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.

Response:

We have revised the disclosure in the “Recent Sales of Unregistered Securities” section of the Form 10, to provide additional detail regarding the securities issuances set forth therein, as requested.  The designated issuances to Mr. Salerno and Ms. Luqman were effected more than 3 years ago.

Item 15. Financial Statements and Exhibits, page 24

COMMENT 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 Regulation S-X is applicable to your fact pattern. Please note that it is the Staff's position that if the registrant and/or the acquired business reported a pretax loss, the absolute value should be used when calculating significance. Please provide us with the significance 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.

Response:

We are in the process of having the Jekyll Island Ventures, Inc. financial statements and pro forma financial information required by Rule 8-04 and 8-05 of Regulation S-X prepared, and will incorporate said financial statements into the requisite filings via amendment upon completion.

Report of Independent Registered Public Accountant, page F-1

COMMENT 18.

In future audit reports, please have your auditor 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 Accounting Oversight Board. Refer to PCAOB Auditing Standard No. 1.

Response:

In future audit reports, we will have our auditor 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 Accounting Oversight Board.

Annual Financial Statements, page F-2

Consolidated Statements of Cash flows, page F-5

COMMENT 19.

Please explain why "Assets of acquired business" are presented as an adjustment to reconcile net income to net cash provided by operating activities since such adjustment would appear to represent a non-cash investing activity and such adjustment had no impact on net income.

Response:

We have revised our statement of cash flows for the year ended December 31, 2009, to reflect the following changes:

*

Assets of acquired business of $73,974 was removed as an adjustment to reconcile net income to net cash provided by operating activities and included in the supplemental disclosures of cash flow information as a non-cash investing activity.

*

Write off of fixed assets (from acquired business) of $2,993 was included as an adjustment to reconcile net income to net cash provided by operating activities.

*

Changes in

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

CORRESP
1
filename1.htm

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

I

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