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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to
FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

iGAMBIT, INC.

(Exact name of registrant as specified in its charter)


Delaware		11-3363609

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


1600 Calebs Path Extension, Suite 114,
Hauppauge, New York		11788

(Address of principal executive offices)		(Zip Code)

With copy to:

Joel D. Mayersohn, Esq.
Clint J. Gage, Esq.
Roetzel & Andress
350 East Las Olas Boulevard, Suite 1150
Fort Lauderdale, Florida 33301
Telephone: (954) 462-4150
Facsimile: (954) 462-4260

Registrant’s telephone number, including area code: (631) 780-7055

Securities to be registered pursuant to Section 12(b) of the Act: None


Securities to be registered pursuant to Section 12(g) of the Act:		Common Stock
		(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

TABLE OF CONTENTS


		PAGE
Item 1.	Business		3
Item 1A.	Risk Factors		8
Item 2.	Financial Information		12
Item 3.	Properties		15
Item 4.	Security Ownership of Certain Beneficial Owners and Management		16
Item 5.	Directors and Executive Officers		16
Item 6.	Compensation		18
Item 7.	Certain Relationships and Related Transactions, and Director Independence		19
Item 8.	Legal Proceedings		21
Item 9.	Market Price of and Dividends on Common Equity and Related Stockholder Matters		21
Item 10.	Recent Sales of Unregistered Securities		22
Item 11.	Description of Registrant’s Securities to be Registered		23
Item 12.	Indemnification of Directors and Officers		23
Item 13.	Financial Statements and Supplementary Data		24
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		24
Item 15.	Financial Statements and Exhibits		24
EX-4.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-23.1

ITEM 1. BUSINESS

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This registration statement contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” and similar expressions. All of the forward-looking statements contained in this registration statement are based on estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market and other factors. Although we believe such estimates and assumptions are reasonable, they are inherently uncertain and involve risks and uncertainties. In addition, management’s assumptions about future events may prove to be inaccurate. We caution you that the forward-looking statements contained in this registration statement are not guarantees of future performance and we cannot assure you that such statements will be realized. In all likelihood, actual results will differ from those contemplated by such forward-looking statements as a result of a variety of factors, including those factors discussed in “Item 1A. Risk Factors.” We will update these forward-looking statements only as required by law. We do not undertake any other responsibility to update any forward-looking statements.

HISTORY

We were incorporated in the State of Delaware under the name BigVault.com Inc. on April 13, 2000. On April 18, 2000, we merged with BigVault.com, Inc., a New York corporation with which we were affiliated. We survived the merger, and on December 21, 2000 changed our name to bigVAULT Storage Technologies, Inc. At that time we were in the business of providing remote, internet-based storage vaulting services and related ancillary services to end users and resellers (the “Vault Business”).

On February 28, 2006 we sold all of our assets to Digi-Data Corporation (“DDC”), an unrelated third party, pursuant to the terms of an Asset Purchase Agreement dated December 21, 2005 (the “APA”), a copy of which is filed herewith as an exhibit. As consideration for our transfer of assets under the APA, DDC paid certain of our liabilities and agreed to make certain quarterly and annual revenue sharing payments to us. Specifically, DDC agreed to make quarterly payments to us, for a period of 5 years, in the amount equal to 10% of the Vault Net Revenues received by DDC through its operation of the Vault Business (the “Quarterly Revenue Share Payments”). “Vault Net Revenues” is defined in the APA as the gross revenue of DDC actually received by DDC that is solely and directly attributable to the Vault Business, to the extent that such revenue is derived from the provision of vault services and/or vault appliances which use the Big Vault core technology, less the sum of (i) any discount given by DDC in compensation for early payment, (ii) returns, allowances, quantity discounts and credits, (iii) any accounting reserve amount, as determined in accordance with GAAP, and (iv) shipping and mailing costs, duties, taxes and insurance. In addition, DDC agreed to make an annual payment to us after the 2^nd, 3^rd, 4^th, and 5^th anniversaries of the closing of the transaction, in an amount equal to 5% of any increase in the annual Vault Net Revenue over the immediately prior year’s Vault Net Revenue (the “Annual Increase Payments”, and together with the Quarterly Revenue Share Payments the “Revenue Share Payments”). A schedule of the Quarterly Revenue Share Payments and Annual Increase Payments received to date is set forth below. The final Annual Increase Payment and the final Quarterly Revenue Share Payment are each due on or before May 31, 2011. Mr. Salerno and Ms. Luqman accepted employment with DDC in senior management positions post closing, and continued to work for DDC until February 2009. As of March 1, 2009 Mr. Salerno and Ms. Luqman returned to their full time management roles with the Company.


Period Covered	Amount		Date Received
March 1, 2006 - December 31, 2006 Quarterly Revenue Share Payment	$	18,576.42	2/14/2007
1^st Quarter 2007 Quarterly Revenue Share Payment	$	20,085.64	7/18/2007
2^nd Quarter 2007 Quarterly Revenue Share Payment	$	54,429.29	9/18/2007
3^rd Quarter 2007 Quarterly Revenue Share Payment	$	81,761.49	12/17/2007
4^th Quarter 2007 Quarterly Revenue Share Payment	$	112,343.36	2/22/2008
1^st Quarter 2008 Quarterly Revenue Share Payment	$	142,403.25	5/1/2008
March 2007 — February 2008 Annual Increase Payment	$	159,190.30	5/1/2008
2^nd Quarter 2008 Quarterly Revenue Share Payment	$	143,815.13	8/9/2008
3^rd Quarter 2008 Quarterly Revenue Share Payment	$	168,844.36	11/10/2008
4^th Quarter 2008 Quarterly Revenue Share Payment	$	246,005.85	3/10/2009
1^st Quarter 2009 Quarterly Revenue Share Payment	$	286,976.65	6/30/2009
March 2008 — February 2009 Annual Increase Payment	$	222,322.00	6/30/2009
2^nd Quarter 2009 Quarterly Revenue Share Payment	$	325,514.21	9/25/2009
3^rd Quarter 2009 Quarterly Revenue Share Payment	$	365,194.95	12/24/2009
4^th Quarter 2009 Quarterly Revenue Share Payment	$	414,851.58	2/28/2010
1^st Quarter 2010 Quarterly Revenue Share Payment	$	472,384	5/26/2010
March 2009 — February 2010 Annual Increase Payment	$	362,202	Anticipated in June 2010

	$	3,596,900.20

On April 5, 2006, we changed our name to iGambit, Inc.

On October 1, 2009, we acquired the assets of Jekyll Island Ventures, Inc., a New York corporation doing business as Gotham Photo Company (“Jekyll”) through our wholly owned subsidiary Gotham Innovation Lab, Inc., a New York corporation (“Gotham”). Pursuant to the terms of the Asset Purchase Agreement and Plan of Reorganization (“APAPR”), we (i) issued 500,000 shares of our common stock to Jekyll at closing; (ii) assumed $10,410.59 of Jekyll accounts payable relating to office rent and health insurance premiums; and (iii) issued Jekyll warrants to purchase 1,500,000 shares of our common stock, at $0.01 per share, subject to a 3 year vesting schedule and the attainment by Gotham of certain revenue targets during said 3 year period.

On December 2, 2009, we amended our Certificate of Incorporation increasing our authorized shares of common stock to 75 million shares.

OUR COMPANY

Introduction

We are a company focused on the technology markets. Presently we have one operating subsidiary in the business of providing media technology services to the real estate industry. At this point we have limited revenues consisting solely of revenues from the operation of our Gotham subsidiary ($166,661 in the 4^th quarter of 2009) and the receipt of Quarterly Revenue Share Payments and Annual Increase Payments from DDC (totaling $1,614,859.39 in 2009 ($414,851.58 of which was paid in the first quarter of 2010), and $834,586 for the first quarter of 2010 ($362,202 of which is anticipated to be paid in June 2010 )).

Our primary focus is the acquisition of additional technology companies. We believe that the background of our management and of our Board of Directors in the technology markets is a valuable resource that makes us a desirable business partner to the companies that we are seeking to acquire. When we acquire a company, we work to assume an active role in the development and growth of the company, providing both strategic guidance and operational support. We provide strategic guidance to our partner companies relating to, among other things, market positioning, business model and product development, strategic capital expenditures, mergers and acquisitions and exit opportunities. Additionally, we provide operational support to help our partner companies manage day-to-day business and operational issues and implement best practices in the areas of finance, sales and marketing, business development, human resources and legal services. Once a company joins our partner company network, our collective expertise is leveraged to help position that company to produce high-margin, recurring and predictable earnings and generate long-term value for our stockholders.

At this point we do not have any plans or agreements to acquire any companies, have not initiated any contact or negotiations with any possible acquisitions, and have not targeted any possible acquisitions. Our current intention is to fund the purchase price of 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. In addition to acquiring entire companies, we would also consider entering into joint ventures and acquiring less than 100 percent of a target company.

Sources of target businesses

We anticipate that target business candidates will be brought to our attention from various sources, including our management team, investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, consulting firms and other members of the financial community who will become aware that we are seeking business partners via public relations and marketing efforts, direct contact by management or other similar efforts, who may present solicited or unsolicited proposals. Any finder or broker would only be paid a fee upon the completion of a business combination. While we do not presently anticipate engaging the services of professional firms that specialize in acquisitions on any formal basis, we may decide to engage such firms in the future or we may be approached on an unsolicited basis. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts. While our officers and directors make no commitment as to the amount of time they will spend trying to identify or investigate potential target businesses, they believe that the various relationships they have developed over their careers together with their direct inquiry, will generate a number of potential target businesses that will warrant further investigation. In no event will we pay any of our existing officers, directors, special advisors or stockholders or any entity with which they are affiliated any finder’s fee or other compensation for services rendered to us prior to or in connection with the completion of a business combination. In addition, none of our officers, directors, special advisors or existing stockholders will receive any finder’s fee, consulting fees or any similar fees from any person or entity in connection with any business combination involving us other than any compensation or fees that may be received for any services provided following such business combination.

Selection of a target business and structuring of a business combination

Our management has virtually unrestricted flexibility in identifying and selecting a prospective target business. We expect that our management will diligently review all of the proposals we receive with respect to a prospective target business. In evaluating a prospective target business, our management will conduct the necessary business, legal and accounting due diligence on such target business and will consider, among other factors, the following:

	•		financial condition and results of operations;

	•		earnings and growth potential;

	•		experience and skill of management and availability of additional personnel;

	•		capital requirements;

	•		competitive position;

	•		barriers to entry into the industry;

	•		breadth of services offered;

	•		degree of current or potential market acceptance of the technology;

	•		regulatory environment; and

	•		costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management, where applicable, and inspection of facilities, as well as review of financial and other information which will be made available to us.

Evaluation of the target business’s management

We would condition any acquisition on the commitment of management of the target business to remain in place post closing. Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that any such additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’s management will prove to be correct.

Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors, which may limit our ability to compete in acquiring certain target businesses. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.

Our Partner Company — Gotham Photo Company

Products and Services

Gotham’s business is directed at providing media technology services to the real estate community. The range of media services includes the exclusive Gotham EXPO Full Screen Experience. Gotham also provides website development services, sales office technology and data interchange services for many of the real estate firms in New York City. Gotham’s roster of no less than 996 client accounts includes accounts ranging from single agent accounts to large “master accounts” with large firms such as Prudential Douglas Elliman and Halstead. Taking these and other master accounts into consideration, Gotham does business with over 3,000 New York City real estate agents.

When it comes to selling real estate every broker or seller listing has to have pictures. Utilizing the latest technology Gotham’s EXPO product provides a full screen listing experience. It allows brokers and sellers to present their listing in the largest format possible while giving the viewer control of the show. EXPO integrates images, photos, floor plans, agent and key listing details in an engaging format that immerses the viewer. Currently, Gotham is capable of integrating up to 16 images into a full screen presentation for any listing.

EXPO is available for all NYC realtors and will be made available nationwide within the coming months. All systems are built on accessible web platforms that integrate quickly and seamlessly into the agent’s workflow. EXPO is available on a per unit basis, as an add-on to photography services, or on a subscription basis. We price the product on a per-unit basis at $50 per unit, and offer subscription rates ranging from $400 per month to $2500 per month depending on the average yearly listing volume of the subscriber. EXPO was a key factor in our securing of a semi-exclusive media services agreement with Prudential Douglas Elliman.

In addition to natural expansion into the areas surrounding NYC, Gotham is actively working to expand by further providing services to large accounts that exist in both Manhattan and targeted secondary markets, and through the selective hiring of one-off service providers who are currently operating in other markets.

Competitive Comparison

Gotham competes with others in the industry by focusing on user interaction, technology and delivery. Gotham maintains strict standards of photography and a roster of accomplished photographers who we engage in between their premium assignments such as fashion shoots, architectural projects, etc.

In addition to superior media, in the opinion of management, Gotham’s technology tools set us apart from our competition. For example, our expo product offering utilizes the pre-generation of a multitude of media sets to deliver images sized perfectly for the users screen, wasting no bandwidth or file size, thereby enabling us to maintain the speed and efficiency of the product at an optimal level. A majority of our competitors either don’t seem to employ similar measures in their full screen product offerings or do so on a more limited basis.

Future Products and Services

Future offerings will include enhanced products that focus on social media interaction, mobile applications and tools for realtors, as well as multi touch augmented reality technologies for presentations, etc. Gotham will continue to expand its media offerings, integrating with and adopting technologies as they become available.

Strategy and Implementation Summary

Gotham’s objective is to be a market leader in offering EXPO, Virtual Tours, and e-Brochures, type services to the real estate industry. Gotham is currently providing services to a number realtors and brokers in the New York Metropolitan area including, but not limited to, Prudential Douglas Elliman, Cocoran and others. We plan to increase our marketing and client base in the NY area and expand to other major cities and markets such as Boston, Philadelphia, Washington DC, Chicago, etc. Within 3 years we expect to be offering our services to over 250 US metropolitan statistical areas.

Employees

We presently have 9 total employees, all of which are full-time.

OUR CORPORATE INFORMATION

Our principal offices are located at 1600 Calebs Path Extension, Suite 114, Hauppauge, New York, 11788. Our telephone number is (631) 780-7055 and our fax number is (631) 656-1055. We currently operate two corporate websites that can be found at www.igambit.com and www.gothamphotocompany.com (the information on the foregoing websites does not form a part of this prospectus).

ITEM 1A. RISK FACTORS

If any of the following risks actually occur, our results of operations, cash flows and the value of our shares could be negatively impacted. Although we believe that we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known that may adversely affect our performance or financial condition.

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

We have a limited operating history on which you can evaluate our ability to achieve our business objective.

Prior to our acquisition of Gotham we had limited operations since 2006.

We are dependent upon our Management for the operating of the Company.

We are dependent upon the services of the Officers and Directors to determine and implement our overall focus and strategy. There can be no assurance that management’s experience will be sufficient to successfully achieve our business objectives. All decisions regarding the management of our affairs will be made exclusively by our Officers and Directors. In the event these persons are ineffective, our business and results of operation would likely be adversely affected.

We may not be able to compete successfully against current and future competitors.

A large number of companies currently compete with us in the marketplace. Many competitors have far greater capital, marketing and other resources than we do. Furthermore, we cannot assure you that these or other companies will not develop new or enhanced products that are more effective than those of Gotham or partner companies that we acquire in the future.

Numerous external forces, including the recent financial crisis, could negatively affect our businesses, results of operations and financial condition.

Numerous external forces, including the state of global financial markets and general economic conditions, lack of consumer confidence, lack of availability of credit, interest rate and currency rate fluctuations and national and international political circumstances (including wars and terrorist acts) could negatively affect our business, results of operations and financial condition. The recent global financial crisis affecting the banking system, financial markets and financial institutions has resulted in a tightening in the credit markets, a low level of liquidity in many financial markets and extreme volatility in credit and equity markets. The length of time or severity with which these conditions may persist is unknown. As a consequence, our operating results for a particular period are difficult to predict and, therefore, prior results are not necessarily indicative of expected results in future periods. In response to the financial crisis, many customers and potential customers may forgo, delay or reduce technology and other purchases. In connection with such crisis, we may experience reductions in sales of our products and services, extended sales cycles, difficulties in collecting or the inability to collect accounts receivable, slower adoption of new technologies, increased price competition and difficulties in obtaining or the inability to obtain financing.

If we are not able to deploy capital effectively and on acceptable terms, we may not be able to execute our business strategy.

Our strategy includes effectively deploying capital by acquiring new companies. We may not be able to identify attractive acquisition candidates that fit our strategy. Even if we are able to identify such candidates, we may not be able to acquire such companies due to an inability to reach mutually acceptable financial or other terms with such companies or due to competition from other potential acquirers that may have greater resources, brand name recognition, industry contacts or flexibility of structure than us. The recent turmoil in the global economy has caused significant declines and fluctuations in the valuations of publicly-traded companies and privately-held companies. Uncertainty regarding the extent to which valuations of companies that fit our acquisition criteria will continue to fluctuate may affect our ability to accurately value potential acquisition candidates. Additionally, the recent economic crisis may make it more difficult for us to obtain capital needed to deploy to new and existing partner companies. If we are unable to effectively deploy capital to our companies on acceptable terms, we may not be able to execute on our strategy, and our business may be adversely impacted.

Our operations and growth and that of our partner companies could be impaired by limitations on our and/or their ability to raise capital or borrow money on favorable terms.

We may need to raise additional capital or borrow money in order to sustain operations or to grow. If we are unable to raise capital or obtain credit on favorable terms, our ability to operate and grow may be impaired. This may require us to take other actions, such as borrowing money on terms that may be unfavorable, or divesting of assets prematurely to raise capital. If we need capital and are unable to raise it, then we may need to limit or cease operations.

The loss of our or our partner companies’ executive officers or other key personnel or our partner companies’ inability to attract additional key personnel could disrupt our business and operations.

If one or more of our executive officers or key personnel, including highly trained information technology personnel, or our partner companies’ executive officers or key personnel, including highly trained information technology personnel, were unable or unwilling to continue in their present positions, or if we or our partner companies were unable to hire qualified personnel, our business and operations could be disrupted and our operating results and financial condition could be seriously harmed.

We may be subject to litigation proceedings or government regulation that could harm our business.

We may be subject to legal claims involving stockholder, consumer, competition and other matters. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or, in cases for which injunctive relief is sought, an injunction prohibiting us from performing one or more critical activities. If we were to receive an unfavorable ruling in a litigation matter, our business, financial condition and results of operations could be materially harmed. Even if legal claims brought against us are without merit, defending lawsuits may take significant time, be expensive and divert the attention of our management from other business concerns.

Our officers and directors will have significant voting power and may take actions that may not be in the best interests of other shareholders.

Our officers and directors, principal stockholders and their affiliates currently control in excess of a majority of our voting securities. If these stockholders act together, they will be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of the common stock. This concentration of ownership may not be in the best interests of all of our stockholders.

We do not anticipate paying dividends in the foreseeable future, and the lack of dividends may have a negative effect on the stock price.

We currently intend to retain future earnings to support operations and to finance expansion and, therefore, do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

We did not obtain an opinion from an unaffiliated third party as to the fair market value of Gotham or the fairness of the transaction to our stockholders and, as such, our stockholders are relying solely on the judgment of our board of directors.

We did not obtain an opinion from an unaffiliated third party that the price we paid to acquire Gotham was fair to our stockholders. Accordingly, our stockholders relied solely on the judgment of our board of directors. None of our directors is a business valuation expert, an independent public accountant or an investment banker.

There is not now, and there may not ever be an active market for shares of our common stock.

There is no public market for shares of our common stock. This makes it difficult for our stockholders to sell their shares as and when they choose. Should a trading market develop, it is likely to result in only small trading volumes for quite some time. Small trading volumes are generally understood to depress market prices. As a result, you may not always be able to resell shares of our common stock publicly at the time and prices that you feel are fair or appropriate.

We intend to attempt to have our common stock quoted on the OTC Bulletin Board, which will limit the liquidity and price of our securities more than if our securities were quoted or listed on a National Exchange.

Initially, our securities will be traded in the over-the-counter market. We intend to commence the process of obtaining a quotation of our common stock on the OTC Bulletin Board (“OTCBB”). In order for our common stock to trade on the OTCBB, a registered broker-dealer, serving as a market maker, must be willing to list bid and ask quotations for our common stock, sponsor our listing on the OCTBB, and file an application with the OTCBB on our behalf to make a market in our common stock. We have engaged the services of Merrimac Corporate Securities, Inc. to perform the foregoing services. It is not possible to predict how long it may take to obtain a listing on the OTCBB. In the event an application for quotation of our common stock is submitted to the OTCBB, there can be no guaranty that the OTCBB will approve the application. Quotation of our securities on the OTC Bulletin Board will limit the liquidity and price of our securities more than if our securities were quoted or listed on a national exchange.

Our common stock is subject to the “penny stock” rules of the SEC, which may make it more difficult for stockholders to sell the common stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

	•		that a broker or dealer approve a person’s account for transactions in penny stocks; and

	•		the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	•		obtain financial information and investment experience objectives of the person; and

	•		make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

	•		sets forth the basis on which the broker or dealer made the suitability determination; and

	•		that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The regulations applicable to penny stocks may severely affect the market liquidity for the common stock and could limit an investor’s ability to sell the common stock in the secondary market.

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we do not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

The market price of our common stock is likely to be highly volatile and subject to wide fluctuations.

Dramatic fluctuations in the price of our common stock may make it difficult to sell our common stock. The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors, some of which are beyond our control. Such factors include:

	•		dilution caused by our issuance of additional shares of common stock and other forms of equity securities, in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;

	•		variations in our quarterly operating results;

	•		announcements that our revenue or income are below or that costs or losses are greater than analysts’ expectations;

	•		the general economic slowdown;

	•		sales of large blocks of our common stock by stockholders;

	•		announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; and

	•		fluctuations in stock market prices and volumes;

These and other factors, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.

We are subject to Sarbanes-Oxley and the reporting requirements of federal securities laws, which can be expensive.

As a public reporting company, we are subject to Sarbanes-Oxley and, accordingly, are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and other federal securities laws. The costs of compliance with Sarbanes-Oxley, of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, furnishing audited reports to our Stockholders, and other legal, audit and internal resource costs attendant with being a public reporting company will cause our expenses to be higher than if we were privately held.

Our internal control over financial reporting may have weaknesses or inadequacies that may be material.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to perform an evaluation of our internal control over financial reporting and our auditor to attest to such evaluation on an annual basis. Ongoing compliance with these requirements is expected to be expensive and time-consuming and may negatively impact our results of operations. We cannot make any assurances that material weaknesses in our internal control over financial reporting will not be identified in the future. If any material weaknesses are identified in the future, we may be required to make material changes in our internal control over financial reporting, which could negatively impact our results of operations. In addition, upon such occurrence, our management may not be able to conclude that our internal control over financial reporting is effective or our independent registered public accounting firm may not be able to attest that our internal control over financial reporting was effective. If we cannot conclude that our internal control over financial reporting is effective or if our independent registered public accounting firm is not able to attest that our internal control over financial reporting is effective, we may be subject to regulatory scrutiny, and a loss of public confidence in our internal control over financial reporting, which may cause the value of our common stock to decrease.

Impact of corporate governance laws.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, are creating uncertainty for public companies. We are required to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

ITEM 2. FINANCIAL INFORMATION

CRITICAL ACCOUNTING ESTIMATES

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements may require us to make estimates and assumptions that may affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements. We do not currently have any estimates or assumptions where the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or the impact of the estimates and assumptions on financial condition or operating performance is material, except as described below.

Fair Value of Financial Instruments

For certain of the our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and amounts due to related parties, the carrying amounts approximate fair value due to their short maturities.

Revenue Recognition

Contingency payment income is recognized quarterly from a percentage of Digi-Data’s vaulting service revenue, and is included in discontinued operations. Our revenues from continuing operations consist of revenues primarily from sales of products and services rendered to real estate brokers. Revenues are recognized upon delivery of the products or services.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.

Accounts Receivable

We analyze the collectability of accounts receivable each accounting period and adjust our allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the current creditworthiness of each customer, current and historical collection history and the related aging of past due balances. We evaluate specific accounts when we become aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment.

As of December 31, 2009, we had charged $65,000 of bad debts to operations for uncollectible accounts.

Property and equipment and depreciation

Property and equipment are stated at cost. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets. During the year ended December 31, 2008, we purchased computer equipment totaling $1,864. Computer equipment is depreciated over 5 years. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income.

Depreciation expense of $596 and $373 was charged to operations for the years ended December 31, 2009 and 2008, respectively.

Goodwill

Goodwill represents the fair market value of the common shares issued and common stock options granted by the Company for the acquisition of Jekyll by the Company’s subsidiary, Gotham. In accordance with ASC Topic No. 350 “Intangibles — Goodwill and Other”, the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. A lack of projected future operating results from Gotham’s operations may cause impairment. As Gotham’s marketing plan and expected core business is expected to commence later in 2010, it is too early for management to evaluate whether goodwill has been impaired. No impairment was recorded during the year ended December 31, 2009.

Stock-Based Compensation

As of December 31, 2009, we had a stock-based employee compensation plan which we account for applying SFAS No. 123(R) (“SFAS 123(R)”), “Share-Based Payment.” Under SFAS 123(R), we are required to select a valuation technique or option-pricing model that meets the criteria as stated in the standard, which includes a binomial model and the Black-Scholes model. At the present time, we apply the Black-Scholes model. SFAS 123(R) also requires us to estimate forfeitures in calculating the expense relating to stock-based compensation as opposed to only recognizing these forfeitures and the corresponding reduction in expense as they occur.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of income in the period that includes the enactment date.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

iGambit is a company focused on the technology markets. Our sole operating subsidiary, Gotham Innovation Lab, Inc., is in the business of providing media technology services to the real estate industry. During the year ended December 31, 2009 and during the three months ended March 31, 2010 Gotham produced approximately $166,661 and $164,932 of revenue, respectively. We are focused on expanding the operations of Gotham by marketing the company to existing and potential new clients. Currently Gotham has several proposals outstanding to franchisees of one of its main customers, as well as other potential new clients. In addition to Gotham’s operations, we receive Quarterly Revenue Share Payments and Annual Increase Payments from Digi-Data Corporation, which are payable pursuant to the terms of an agreement under which we sold certain assets to DDC in 2006. Payments received from DDC under the agreement totaled $1,446,014 in the year ended December 31, 2009, and $887,236 in the three months ended March 31, 2010. We earned an additional $362,202 under our arrangement with DDC during the three months ended March 31, 2010, which we anticipate will be paid in June 2010. We expect that the payments from DDC, which we will receive through February 2011, will continue to grow based upon the expansion of DDC’s business. We are also focused on acquiring or partnering with additional technology companies.

Three Months Ended March 31, 2010 as Compared to Three Months Ended March 31, 2009

Assets. At March 31, 2010, we had $2,122,408 in total assets, compared to $1,994,608 at December 31, 2009.

Liabilities. At March 31, 2010, our total liabilities were $178,605 compared to $206,991 at December 31, 2009. Liabilities consist of accounts payable, a note payable to a related party, and a loan payable to stockholders. We do not have any long term liabilities.

Stockholders’ Equity (Deficit). Our stockholders’ equity (deficit) increased to $1,943,803 at March 31, 2010 from $1,787,617 at December 31, 2009. This increase was primarily due to the receipt of contingency payments from Digi-Data Corp. and a decrease in increase in accumulated deficit from $(758,724) at December 31, 2009, to $(602,538) at March 31, 2010.

Revenues and Net Income. We had $167,342 of revenue during the three months ended March 31, 2010, as compared to no revenue during the three months ended March 31, 2009. In addition, we had income from discontinued operations of $344,993 for the three months ended March 31, 2010, compared to $353,115 for the three months ended March 31, 2009, and net income of $156,186 for the three months ended March 31, 2010, compared to $309,270 for the three months ended March 31, 2009. Our increase in revenue was offset entirely by a $386,941 increase in General and administrative expenses. We continue to receive 10% of Digi-Data’s gross Vault sales and 5% of the year to year increase. This agreement ends on February 28, 2011.

General and Administrative Expenses. General and Administrative Expenses increased to $429,567 for the three months ended March 31, 2010 from $42,626 for the three months ended March 31, 2009. For the three months ended March 31, 2010 our General and Administrative Expenses consisted of corporate administrative expenses of $148,367, legal and accounting fees of $7,375 and payroll expenses of $273,825. The increases from the three months ended March 31, 2009 to the three months ended March 31, 2010 relate primarily to: (i) salaries for officers hired by the Company at the end of the 1^st quarter of 2009; (ii) professional costs associated with the preparation and filing of a registration statement with the SEC; and (iii) costs associated with the operation of our Gotham subsidiary. Costs associated with our officers’ salaries and the operation of our Gotham subsidiary should remain level going forward, subject to a material expansion in the business operations of Gotham which would likely increase our corporate administrative expenses. Further, whereas the additional professional fees associated with the acquisition of Jekyll Island Ventures, Inc. will not carry over into future periods unless we engage in other acquisitions, we do anticipate an increase in legal and accounting fees in 2010 once we become a reporting company under the Securities Exchange Act of 1934.

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

Assets. At December 31, 2009, we had $1,655,228 in current assets and $1,994,608 in total assets, compared to $985,927 in current assets and $1,450,176 in total assets as of December 31, 2008.

Liabilities. At December 31, 2009, we had total liabilities of $206,991 compared to $496,292 at December 31, 2008. Our total liabilities at December 31, 2009 consisted primarily of accounts payable in the amount of $204,487, whereas our total liabilities as of December 31, 2008 consisted primarily of liabilities from discontinued operations in the amount of $491,538.

Stockholders’ Equity (Deficit). Our Stockholders’ Equity (Deficit) increased to $1,787,617 at December 31, 2009 from $953,884 at December 31, 2008. This increase was primarily due to the receipt of contingency payments from Digi-Data Corp. and a decrease in accumulated deficit from $(1,204,483) at December 31, 2008, to $(758,724) at December 31, 2009.

Revenue and Net Incomes. We had revenue of $173,011 for the year ended December 31, 2009, versus no revenue for the year ended December 31, 2008. In addition, we had income from discontinued operations (net of taxes) of $923,739 for the year ended December 31, 2009, compared to $553,363 for the year ended December 31, 2008. Our net income was $445,759 for the year ended December 31, 2009, compared to $403,393 for the year ended December 31, 2008. These increases were due to primarily to the success of the agreement with Digi-Data Corporation. We continue to receive 10% of Digi-Data’s gross Vault sales and 5% of the year to year increase. This agreement ends on February 28, 2011.

General and Administrative Expenses. General and Administrative Expenses increased to $861,512 for the year ended December 31, 2009 from $196,589 for the year ended December 31, 2008. For the year ended December 31, 2009 our General and Administrative Expenses consisted of corporate administrative expenses of $167,517, legal and accounting fees of $168,095 and, consulting fees of $114,000, and payroll expenses of $168,377. For the year ended December 31, 2008 our General and Administrative Expenses consisted of corporate administrative expenses of $26,808, legal and accounting fees of $23,500, and consulting fees of $146,281. The increases from the year ended December 31, 2008 to the year ended December 31, 2009 relate primarily to: (i) salaries for officers hired by the Company in 2009; (ii) professional costs associated with the acquisition of certain assets of Jekyll Island Ventures, Inc., and the preparation and filing of a registration statement with the SEC; and (iii) costs associated with the operation of our Gotham subsidiary. Costs associated with our officers’ salaries and the operation of our Gotham subsidiary should remain level going forward, subject to a material expansion in the business operations of Gotham which would likely increase our corporate administrative expenses. Further, whereas the additional professional fees associated with the acquisition of Jekyll Island Ventures, Inc. will not carry over into future periods unless we engage in other acquisitions, we do anticipate an increase in legal and accounting fees in 2010 once we become a reporting company under the Securities Exchange Act of 1934.

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the accompanying consolidated financial statements, at March 31, 2010, we had $789,282 cash and stockholders’ equity of $1,943,803. At March 31, 2010 we had $2,122,408 in total assets, compared to $1,994,608 at December 31, 2009. We currently have two sources of revenue. First, we receive revenue from the operation of our Gotham subsidiary, which operates the business we acquired from Jekyll Island Ventures, Inc. in 2009. We anticipate that Gotham’s business and revenues will continue to grow throughout 2010. Gotham is not currently cash flow positive. Gotham generated revenues of $166,661 and a net loss of $(124,954) in 2009 and revenues of $164,932 and a net loss of $(98,655) for the three months ended March 31, 2010. In addition to revenues from Gotham, we receive Quarterly Revenue Share Payments and Annual Increase Payments from Digi-Data Corporation, which are payable pursuant to the terms of an agreement under which we sold certain assets to DDC in 2006. Payments received from DDC under the agreement totaled $1,446,014 in the year ended December 31, 2009, and $887,236 in the three months ended March 31, 2010. We earned an additional $362,202 under our arrangement with DDC during the three months ended March 31, 2010, which we anticipate will be paid in June 2010. We expect that the payments from DDC, which we will receive through February 2011, will continue to grow based upon the expansion of DDC’s business.

Our primary capital requirements in 2010 are likely to arise from the expansion of our Gotham operations, and, in the event we effectuate an acquisition, from: (i) the amount of the purchase price payable in cash at closing, if any; (ii) professional fees associated with the negotiation, structuring, and closing of the transaction; and (iii) post closing costs. It is not possible to quantify those costs at this point in time, in that they depend on Gotham’s business opportunities, the state of the overall economy, the relative size of any target company we identify and the complexity of the related acquisition transaction(s). We anticipate raising capital in the private markets to cover any such costs, though there can be no guaranty we will be able to do so on terms we deem to be acceptable. We do not have any plans at this point in time to obtain a line of credit or other loan facility from a commercial bank.

While we believe in the viability of our strategy to improve Gotham’s sales volume and to acquire companies, and in our ability to raise additional funds, there can be no assurances that we will be able to fully effectuate our business plan.

We believe we will continue to increase our cash position and liquidity for the foreseeable future. We believe we have enough capital to fund our present operations during the next 12 months.

OFF BALANCE SHEET ARRANGEMENTS

We have no off balance-sheet arrangements.

ITEM 3. PROPERTIES

Our principal executive office is located in Hauppauge, New York, in an executive center, where we lease approximately 300 square feet of office space. Monthly lease payments are approximately $2,600 and the lease term expires June 30, 2010.

Our Gotham operations are located in New York, New York, where we lease approximately 3,000 square feet of office space. Monthly lease payments are approximately $5,000 and the lease term expires October 31, 2010.

Our leased properties are suitable for their respective uses and are, in general, adequate for our present needs. Our properties are subject to various federal, state, and local statutes and ordinances regulating their operations. Management does not believe that compliance with such statutes and ordinances will materially affect our business, financial condition, or results of operations.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us, as of May 15, 2010, relating to the beneficial ownership of shares of common stock by: (i) each person who is known by us to be the beneficial owner of more than 5% of the Company’s outstanding common stock; (ii) each director; (iii) each executive officer; and (iv) all executive officers and directors as a group. Under securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertible securities. The Company determines a beneficial owner’s percentage ownership by assuming that options, warrants and convertible securities that are held by the beneficial owner and which are exercisable within 60 days, have been exercised or converted. The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of iGambit, Inc., 1600 Calebs Path Extension, Suite 114, Hauppauge, New York, 11788. The percentages in the following table are based upon 23,954,056 shares outstanding as of May 15, 2010.


	Amount and Nature
	of Beneficial
Name of Beneficial Owner	Ownership			Percent of Class
John Salerno, Chief Executive Officer, President, Chairman of the Board, and Director		5,616,900	(1)		23.3	%
Elisa Luqman, Chief Financial Officer, Executive Vice President, General Counsel and Director		5,715,000	(2)		23.9	%
James J. Charles, Director		441,000			1.8	%
George G. Dempster, Director		392,000			1.6	%
John Waters, Director		-0-			*
Mehul Mehta		2,450,000			10.2	%
Executive Officers and Directors as a Group (5):		12,164,900			50.5	%


*		Less than 1.0%

1.		Includes: options to purchase 46,900 shares of common stock at $0.01 per share held by John L. Salerno, Mr. Salerno’s son; and options to purchase 100,000 shares of common stock at $0.01 per share held by Dean T. Salerno, Mr. Salerno’s son.

2.		Includes 245,000 shares of common stock held by Muhammad Luqman, Ms. Luqman’s husband.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.

DIRECTORS AND EXECUTIVE OFFICERS

Our board of directors manages our business and affairs. Under our Articles of Incorporation and Bylaws, the Board will consist of not less than one nor more than seven directors. Currently, our Board consists of five directors.

The names, ages, positions and dates appointed of our current directors and executive officers are set forth below.


Name	Age		Position	Appointed
John Salerno		71	Chief Executive Officer, President, Chairman of the Board, and Director	March 2009 (appointed Chairman and Director in April 2000)
Elisa Luqman		45	Chief Financial Officer, Executive Vice President, General Counsel, and Director	March 2009 (appointed Director in August 2009)
James J. Charles		67	Director	March 2006
George G. Dempster		70	Director	January 2001
John Waters		64	Director	August 2009

John Salerno, Chief Executive Officer, President, Chairman of the Board, and Director. Mr. Salerno is a seasoned hands-on executive with over 40 years of experience with public and private computer software and service companies. Mr. Salerno built a multi-million dollar business from a start up, servicing the real estate industry. The business was sold in 1984 and Mr. Salerno provided consulting services to a wide range of clients through 1995. In 1996, along with his daughter and a small group of private accredited investors, he co-founded the Company. Mr. Salerno was President and CEO of the Company from April 1, 2000 until February 28, 2006. After signing contracts with Verizon and Cablevision, the Company sold its assets in 2006 to Digi-Data Corporation. From March 1, 2006 thru February 2009 Mr. Salerno served as President of the Vault Services Division of Digi-Data Corporation. Upon the expiration of his 3 year contract the Vault Services Division was at a revenue run rate of $12 million annually. As of March 1, 2009, Mr. Salerno returned to his full time management roll at the Company. Mr. Salerno is an ex — US Marine Corps, Crypto/ Communications Officer and has a BS in Mathematics from Fordham University. Mr. Salerno is Elisa Luqman’s father.

Elisa Luqman, Chief Financial Officer, Executive Vice President, General Counsel, and Director. Ms. Luqman is a computer literate attorney with over 18 years experience with intellectual property and computer software. Prior to co-founding the Company, Ms. Luqman was president of University Software Corp., a software development company focused on a wide range of student educational and intellectual applications. Ms. Luqman was Chief Operating Officer of the Company, from April 1, 2000 until February 28, 2006. From March 1, 2006 through February 28, 2009 Ms. Luqman was employed as Chief Operating Officer of the Vault Services Division of Digi-Data Corporation, the company that acquired the Company’s assets in 2006, and subsequently during her tenure with Digi-Data Corporation she became the in-house general counsel for the entire corporation. In that capacity she was responsible for acquisitions, mergers, patents, and employee contracts, and worked very closely with Digi-Data’s outside counsel firms, DLA-Piper, the Law Offices of Sandra T. Carr and the patent firm of Jordan and Hamburg. As of March 1, 2009, Ms. Luqman rejoined the Company in her current capacities. Ms Luqman received a BA degree in Marketing, a JD in Law, and a MBA Degree in Finance from Hofstra University. Ms. Luqman is a member of the bar in New York and New Jersey. Ms. Luqman is John Salerno’s daughter.

James J. Charles, Director. Mr. Charles is a high profile financial executive with a broad base of experience with firms ranging in size from $24MM to $180MM in annual revenue. He worked closely with management and Boards of Directors on matters ranging from mergers and acquisitions to stock restructurings and spin-offs. Mr. Charles has been a self employed Certified Public Accountant from 1999 to present. From 1994 to 1999 Mr. Charles was the chief financial officer of Interpharm Holdings, Inc. From 1966 to 1994 Mr. Charles was a Senior Managing Partner with Ernst & Young. Mr. Charles’ education includes studies and management programs at Harvard University and Williams College. Mr. Charles received his BBA in Accounting at Manhattan College.

George G. Dempster, Director. Mr. Dempster was Commissioner of Commerce for the State of New York from 1979 to 1983. He served as the Chairman of the Finance Committee for Hofstra University for 25 years from 1976 through 2001, and is currently Chairman Emeritus of the Board of Trustees. Mr. Dempster is currently Chairman and was the prior CEO (1983-2002) of Tran-Leisure Corp, a diversified holding company with interests ranging from helicopter services to manufacturing. From 1969 to 1973 Mr. Dempster served as the CEO of Cybernetics, a major computer software developer. Mr. Dempster served as a marketing manager for IBM from 1961 to 1968. Mr. Dempster has a BA in business administration from Hofstra University.

John Waters, Director. Mr. Waters was a Senior Partner at Arthur Andersen from 1967 to 2001, with exceptional leadership skills in mergers and acquisitions (particularly reverse mergers) and 1933 Act fillings with the Securities and Exchange Commission. Mr. Waters was involved in raising over $60 million for a special purpose acquisition company (SPAC) and was that company’s Chief Financial Officer from February 2006 to April 2008. Mr. Waters serves on the audit committee and on the board of Authentidate Holding Corp. (ADAT) since July 2004. He was previously the Chief Administrative Officer of that company from July 2004 to December 31, 2005. He also serves on the board of two privately held companies. My Waters is a Certified Public Accountant and has a BBA degree from Iona College.

ITEM 6. COMPENSATION

Summary Compensation Table

Effective September 1, 2009 Mr. Salerno and Ms. Luqman became full time employees of the Company with annual salaries of $225,000 and $200,000 respectively. Prior to September 1, 2009 Mr. Salerno and Ms. Luqman were employees of Digi-Data Corp.

During 2006 and 2007, Mr. Salerno exercised options to acquire 1,800,000 common shares of the Company and during 2007 Ms. Luqman exercised options to acquire 1,500,000 common shares of the Company.

Prior to December 31, 2006, the Company was indebted to officers, John Salerno and Elisa Luqman for unpaid compensation accrued totaling $350,000. John Salerno received advances against the deferred compensation in the amounts of $74,281.25 and $44,000 as of December 31, 2007, and December 31, 2008, respectively. Elisa Luqman received advances against the deferred compensation in the amounts of $5,000 and $75,000 as of December 31, 2007, and December 31, 2008, respectively. The advances against deferred compensation totaling $79,281 and $198,281 as of December 31, 2007, and December 31, 2008, respectively were in the form of a note payable to the Company and were collateralized with the officers common shares issued and outstanding of 5,470,000 shares each. During the nine months ended September 30, 2009, the Company paid the total amount of unpaid compensation accrued to the officers, who subsequently repaid the advances received.


Current												Non-Equity
Officers												Incentive		Nonqualified
Name &										Option		Plan		Deferred		All Other
Principal			Salary			Bonus		Stock		Awards		Compensation		Compensation		Compensation			Total
Position	Year		($)			($)		($)(1)		($)		($)		Earnings ($)		($)			($)
John Salerno		2009		77,885	(1)		0		0		0		0		0		8,739	(2)		86,624
CEO, President,		2008		0			0		0		0		0		0		0			0
Chairman & Director
Elisa Luqman		2009		69,231	(3)		0		0		0		0		0		0			69,231
CFO, EVP, General		2008		0			0		0		0		0		0		0			0
Counsel, & Director


(1)		Does not include $200,000 in deferred compensation that was earned prior to December 31, 2006, and paid during 2009.

(2)		Includes $5,766 in health insurance premiums and $4,069 in life insurance premiums.

(3)		Does not include $150,000 in deferred compensation that was earned prior to December 31, 2006, and paid during 2009.

Employment Arrangements with Named Executive Officers

The Company does not currently have any employment agreements with it executive officers.

Compensation of the Board of Directors

Members of our Board currently receive $1,000 per quarter for their service to the Company.

Director George Dempster was engaged as an Independent Consultant to Digi-Data Corporation from the period June 1, 2006 through April 30, 2009. The Company agreed to share equally in the fees paid to Mr. George Dempster. From the period of February 2006 through February 2009 George Dempster was paid $179,448 directly from Digi-Data. The $89,724 representing the Company’s 50% share of that expense was deducted by Digi-Data from amounts Digi-Data owed to the Company.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATED PARTY TRANSACTIONS

Pursuant to the terms of the agreements governing the sale of our assets to DDC in 2006, we will continue to receive Revenue Share Payments from DDC until 2011. In connection with said asset sale, Mr. Salerno and Ms. Luqman entered into employment agreements with DDC and worked for DDC until those agreements terminated in February 2009. Notwithstanding the termination of said employment agreements, Mr. Salerno is entitled, pursuant to the terms thereof, to receive a share of the net proceeds of any sale or other disposition of all or substantially all of the stock or assets of DDC that occurs on or before February 2011.

Prior to December 31, 2006, the Company was indebted to officers, John Salerno and Elisa Luqman for unpaid compensation accrued totaling $350,000. John Salerno received advances against the deferred compensation in the amounts of $74,281.25 and $44,000 as of December 31, 2007, and December 31, 2008, respectively. Elisa Luqman received advances against the deferred compensation in the amounts of $5,000 and $75,000 as of December 31, 2007, and December 31, 2008, respectively. The advances against deferred compensation totaling $79,281 and $198,281 as of December 31, 2007, and December 31, 2008, respectively, were in the form of a note payable to the Company and were collateralized with the officers’ common shares issued and outstanding of 5,470,000 shares each. During the nine months ended September 30, 2009, the Company paid the total amount of unpaid compensation to the officers, who subsequently repaid the advances received.

BOARD INDEPENDENCE AND COMMITTEES

Independence Standard

The Company has elected to use the independence standards of the NYSE AMEX Equities Exchange in its determination of whether the members of its Board are independent. Based on the foregoing, the Company has concluded that Mr. Charles, Mr. Waters, and Mr. Dempster are independent. The Board has established an Audit Committee and a Compensation Committee. The Board does not currently have a Nominating Committee. The work typically conducted by a Nominating Committee is conducted by the full Board.

Audit Committee

The Audit Committee presently consists of Messrs. Charles, Waters, and Dempster, with Mr. Charles serving as chairman. Our Board has determined that Mr. Charles qualifies as an “audit committee financial expert” as defined under the federal securities laws. The Audit Committee is responsible for monitoring and reviewing our financial statements and internal controls over financial reporting. In addition, they recommend the selection of the independent auditors and consult with management and our independent auditors prior to the presentation of financial statements to stockholders and the filing of our forms 10-Q and 10-K. The Company has not adopted a charter. When a charter is adopted, it will be posted on our web site. The Audit Committee was established in August 2009, and thus had no meeting in 2008.

Compensation Committee

The Compensation Committee presently consists of Messrs. Charles, Waters, and Dempster, with Mr. Waters serving as chairman. The Compensation Committee is responsible for reviewing and recommending to the Board the compensation and over-all benefits of our executive officers, including administering the Company’s 2006 Long Term Incentive Plan. The Compensation Committee may, but is not required to, consult with outside compensation consultants. The Compensation Committee has not adopted a charter. When a charter is adopted, it will be posted on our web site. The Compensation Committee was established in August 2009, and thus had no meetings in 2008.

Board Attendance at Annual Meetings

The Company encourages all members of the board to attend the annual meeting of shareholders in person or by telephone. All of the directors attended the last annual meeting of shareholders.

Selection of Board Nominees

The Company’s full Board determines the individuals that will be nominated for election as directors. While no single factor is determinative, in order to have a Board with skills and attributes needed to function effectively, the following factors are considered:

	•		if not a Company employee, the ability to be an independent director;

	•		educational background, work experience and business knowledge generally;

	•		willingness and ability to dedicate the time and resources necessary for the diligent performance of the duties of a director of the Company;

	•		professional experience that is relevant to the Company’s business;

	•		character and ethics;

	•		reputation in the business community;

	•		previous service on boards, including public companies;

	•		actual or potential conflicts of interest;

	•		whether the person has any history of criminal convictions or violations of governmental rules and regulations; and

	•		other criteria that are relevant to determining whether the person will function effectively as a director.

In determining whether to elect a director or to nominate any person for election by the stockholders, the Board assesses the appropriate size of the Board, consistent with its Bylaws, and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Board will consider various potential candidates to fill each vacancy. Candidates may come to the attention of the Board through a variety of sources, including from current members of the Board, stockholders, or other persons.

The Board has not yet had the occasion to, but will, consider properly submitted proposed nominations by stockholders who are not directors, officers, or employees of the Company on the same basis as candidates proposed by any other person. A stockholder may nominate a person for election as a director at an annual meeting of the stockholders only if written notice of such stockholder’s intent to make such nomination has been given the Company’s General Counsel as described in the applicable proxy statement for the previous year’s annual meeting of stockholders. Each written notice must set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or that is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected; and (b) as to the stockholder making such nomination, (i) the name and address of such stockholder, as they appear on the Company’s books, (ii) the class and number of shares of stock of the Company which are owned by such stockholder, (iii) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (iv) a representation whether the stockholder intends or is a part of a group which intends (y) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee and/or (z) otherwise to solicit proxies from stockholders in support of such nomination. The Board will evaluate the suitability of potential candidates nominated by stockholders in the same manner as other candidates identified to the Board.

Stockholder Communications with the Board

Stockholders wishing to communicate with the Company’s Board as a whole or with certain directors, including committee chairpersons or the Chairman of the Board, individually, may do so by writing the General Counsel at the Company’s headquarters at 1600 Calebs Path Extension, Suite 114, Hauppauge, New York, 11788. Each stockholder communication should include an indication of the submitting stockholder’s status as a stockholder of the Company and eligibility to submit such communication. Each such communication will be received for handling by the General Counsel, who will maintain originals of each communication received and provide copies to (i) the Chairman and (ii) any other appropriate committee(s) or director(s) based on the expressed desire of the communicating stockholder and content of the subject communication. The General Counsel will also coordinate with the Chairman to facilitate a response, if it is believed that a response is appropriate or necessary, to each communication received. The Board, or a designated committee of the Board, will review all stockholder communications received on a periodic basis. The Board reserves the right to revise this policy in the event that this process is abused, becomes unworkable or otherwise does not efficiently serve the purpose of the policy.

ITEM 8. LEGAL PROCEEDINGS.

None.


ITEM 9.		MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

To date there has not been an established public trading market in the Company’s common stock. The Company’s securities are not listed on any exchange or over the counter market. The Company does not have a ticker symbol.

HOLDERS

As of May 15, 2010, there are 23,954,056 shares of our common stock outstanding, held of record by 149 persons. We have 2,335,000 common stock warrants outstanding, and 1,796,900 common stock options outstanding. No shares are being publicly offered by us pursuant to this Registration Statement on Form 10.

As of May 15, 2010, approximately 21,737,018 shares of our common stock are eligible to be sold under Rule 144.

DIVIDENDS

We have never declared or paid any dividends on our common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will be dependent upon our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by the Board of Directors. The Board of Directors is not expected to declare dividends or make any other distributions in the foreseeable future, but instead intends to retain earnings, if any, for use in business operations.

EQUITY COMPENSATION PLAN INFORMATION

We currently have one equity compensation plan outstanding which is our 2006 Long Term Incentive Plan. The Plan was adopted by our directors and approved by our stockholders on March 26, 2006. The Plan permits the award of incentive stock options, non-qualified stock options, stock appreciation rights, and stock grants. We have reserved 10 million shares for issuance under the Plan, plus an annual increase equal to 10% of the number of outstanding shares of our common stock on the first day of each year, but in no event more than 15 million shares of common stock in the aggregate. As of December 31, 2009, there were 4,798,708 shares available for issuance under the Plan.

In addition to our 2006 Long Term Incentive Plan, we have issued and outstanding compensatory warrants to five consultants entitling the holders to purchase a total of 2,310,000 shares of our common stock at an average exercise price of $0.75 per share. Warrants to purchase 60,000 shares of common stock vested upon issuance, have an exercise price of $0.01 per share, and expire December 31, 2010. Warrants to purchase 2,000,000 shares of common stock vest in four equal installments on the date of issuance (May 26, 2009) and on each of the following three anniversaries of the date of issuance, have exercise prices ranging from $0.50 per share to $1.15 per share, and expire on May 26, 2019. Warrants to purchase 250,000 shares of common stock vest 100,000 shares on issuance (June 1, 2009), and 50,000 shares on each of the following three anniversaries of the date of issuance, have exercise prices ranging from $0.50 per share to $1.15 per share, and expire on June 1, 2019. The issuance of the compensatory warrants was not submitted to our shareholders for their approval.

The following table describes our equity compensation plans as of December 31, 2009:

Number of Securities

Remaining Available

for Future Issuance

Number of Securities

under Equity

to be Issued Upon

Weighted Average

Compensation Plans

Exercise of

Exercise Price of

(excluding securities

Outstanding Options,

referenced in

Warrants and Rights

column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by our stockholders (1)

1,796,900

0.01

4,798,708

Equity compensation plans not approved by our stockholders

2,310,000

0.75


(1)		Equity compensation plans approved by our stockholders consist of our 2006 Long Term Incentive Plan.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

In the past three years, we have sold the following securities in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”):

In February 2008, we issued a total of 135,000 shares of our common stock to 4 individuals upon their exercise of common stock purchase warrants. The foregoing securities were issued in reliance on Section 4(2) of the Securities Act, and were restricted when issued.

In February 2008, we issued a warrant to purchase 60,000 shares of our common stock to Barry Sharf, at an exercise price of $0.01 per share. Mr. Sharf exercised the warrant with respect to all 60,000 shares, immediately upon issuance. The foregoing securities were issued in reliance on Section 4(2) of the Securities Act. The issued securities are restricted, and the agreements representing the securities contain a standard restrictive legend.

In May 2008, we issued a total of 735,000 shares of our common stock to 6 individuals upon their exercise of common stock purchase options. The foregoing securities were issued in reliance on Section 4(2) of the Securities Act, and were restricted when issued.

In October 2008, we issued a total of 52,038 shares of our common stock to 4 individuals upon their exercise of common stock purchase warrants. The foregoing securities were issued in reliance on Section 4(2) of the Securities Act, and were restricted when issued.

In August 2009, we issued a total of 735,000 shares of our common stock to 6 individuals upon their exercise of common stock purchase options. The foregoing securities were issued in reliance on Section 4(2) of the Securities Act, and were restricted when issued.

On May 26, 2009, we issued warrants to purchase 2,000,000 shares of our common stock to Newbridge Securities pursuant to the terms of a consulting agreement between the Company and Newbridge. 500,000 warrants, at an exercise price of $0.50 per share, vested upon issuance; 500,000 warrants, at an exercise price of $0.65 per share, vest on the 1 year anniversary of issuance; 500,000 warrants, at an exercise price of $0.80 per share, vest on the 2 year anniversary of issuance; and 500,000 warrants, at an exercise price of $1.15 per share, vest on the 3 year anniversary of issuance. The securities were issued in reliance on Section 4(2) of the Securities Act. The issued securities are restricted, and the agreements representing the securities contain a standard restrictive legend.

On June 1, 2009, we issued warrants to purchase 250,000 shares of our common stock to Roetzel & Andress pursuant to the terms of an engagement letter between the Company and Roetzel. 100,000 warrants, at an exercise price of $0.50 per share, vested upon issuance; 50,000 warrants, at an exercise price of $0.65 per share, vest on the 1 year anniversary of issuance; 50,000 warrants, at an exercise price of $0.85 per share, vest on the 2 year anniversary of issuance; and 50,000 warrants, at an exercise price of $1.15 per share, vest on the 3 year anniversary of issuance. The securities were issued in reliance on Section 4(2) of the Securities Act. The issued securities are restricted, and the agreements representing the securities contain a standard restrictive legend.

On October 1, 2009, we issued 500,000 shares of our common stock and options to purchase 1,500,000 shares of our common stock, at $0.01 per share, to Jekyll in connection with our acquisition of the assets of Jekyll. The securities were issued in reliance on Section 4(2) of the Securities Act. The issued securities are restricted, and the certificates representing the shares contain a standard restrictive legend.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

AUTHORIZED CAPITAL STOCK

Common Stock

Our Articles of Incorporation authorize us to issue up to 75,000,000 shares of common stock, $0.001 par value per share. As of November 30, 2009, 23,954,056 shares of our common stock were issued and outstanding. Holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Cumulative voting of shares in elections of directors is not permitted. Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore. In the event of a liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock, if any. The common stock has no preemptive or other subscription rights. No redemption or sinking fund provisions apply to the common stock. All outstanding shares of common stock are duly authorized, validly issued, fully paid, and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate and issue in the future.

TRANSFER AGENT AND REGISTRAR

Transfer Online, Inc. serves as our transfer agent.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Bylaws provide that we shall indemnify our officers, directors, employees and agents to the extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, that are incurred in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action. In order to be eligible for indemnification under Section 145, the director, officer, employee or other individual must have acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our Articles of Incorporation provide that our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived any improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Item 15. Financial Statements and Exhibits” of this Registration Statement on Form 10.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements


Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheet as of December 31, 2009 and 2008		F-2
Consolidated Statement of Income for the years ended December 31, 2009 and 2008		F-3
Consolidated Statement of Changes in Stockholder’s Equity for the years ended December 31, 2009 and 2008		F-4
Consolidated Statement of Cash Flows for the years ended December 31, 2009 and 2008		F-5
Notes to Financial Statements		F-6
Consolidated Balance Sheet as of March 31, 2010 and December 31, 2009		F-19
Consolidated Statement of Income for the three months ended March 31, 2010 and 2009		F-20
Consolidated Statement of Cash Flows for the three months ended March 31, 2010 and 2009		F-21
Notes to Financial Statements		F-22

(b) Exhibits


Exhibit No.			Description
	2.1		Asset Purchase Agreement between the Company and Digi-Data Corporation, dated December 21, 2005 (2)
	2.2		Asset Purchase Agreement and Plan of Reorganization between Jekyll Island Ventures Inc. and Gotham Innovation Lab Inc., dated September 30, 2009 (2)
	3.1	(i)	Certificate of Incorporation, filed with the Delaware Secretary of State on April 13, 2000 (2)
3.1(ii)			Certificate of Merger, filed with the Delaware Secretary of State on April 18, 2000 (2)
3.1(iii)			Certificate of Amendment Changing Name, filed with the Delaware Secretary of State on December 19, 2000 (2)
3.1(iv)			Certificate of Merger filed with the Delaware Secretary of State on February 17, 2006 (2)
	3.1	(v)	Certificate of Amendment Changing Name filed with the Delaware Secretary of State on April 5, 2006 (2)
3.1(vi)			Certificate of Amendment Increasing Authorized Common Stock to 75 Million Shares, filed with the Delaware Secretary of State on December 2, 2009 (2)
	3.2		Bylaws (2)
	4.1		Form of Stock Certificate
	4.2		Common Stock Purchase Warrant issued to Newbridge Securities (1)
	4.3		Common Stock Purchase Warrant issued to Roetzel & Andress (1)
	10.1		iGambit, Inc. 2006 Long Term Incentive Plan, Amended 12/31/2006 (2)
	10.2		Newbridge Consulting Agreement
	10.3		Employment Agreement between Digi-Data Corporation and Mr. Salerno
	10.4		Employment Agreement between Digi-Data Corporation and Mrs. Luqman
	10.5		Agreement between the Company and Digi-Data Corporation regarding the payment of consulting fees to Mr. Dempster
	21		Subsidiaries (2)
	23.1		Consent of Michael F. Albanese, CPA, dated June 9, 2010


(1)		To be filed by amendment.

(2)		Incorporated by reference to Form 10 filed on December 31, 2009.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to registration statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: June 11, 2010	iGAMBIT, INC.
	By:	/s/ John Salerno
		John Salerno
		Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and date stated.



/s/ John Salerno		June 11, 2010
	John Salerno
	Chairman of the Board, Chief Executive Officer, President, and Director (Principal Executive Officer)



/s/ Elisa Luqman		June 11, 2010
	Elisa Luqman
	Chief Financial Officer, Executive Vice President, General Counsel, and Director (Principal Financial Officer and Principal Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

To the Board of Directors and Shareholders of:

iGambit Inc.

I have audited the accompanying consolidated balance sheets of iGambit Inc. as of December 31, 2009 and December 31, 2008 and the related statements of income, changes in stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these consolidated financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of iGambit Inc. as of December 31, 2009 and December 31, 2008, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



/s/ Michael F. Albanese, CPA
Parsippany, NJ

May 6, 2010

F-1

IGAMBIT INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,


	2009			2008
ASSETS

Current assets
Cash	$	857,074		$	322,439
Accounts receivable		56,743			—
Prepaid expenses		8,838			—
Notes receivable — stockholders		17,000			17,000
Assets from discontinued operations		715,573			646,488


Total current assets		1,655,228			985,927


Property and equipment, net		895			1,491


Other assets
Notes receivable — stockholders		—			198,281
Goodwill		185,000			—
Deposits		2,500			—
Assets from discontinued operations		150,985			264,477


Total other assets		338,485			462,758


	$	1,994,608		$	1,450,176


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	204,487		$	4,754
Loans payable — stockholders		2,504			—


Total current liabilities		206,991			4,754

Long-term liabilities
Liabilities from discontinued operations		—			491,538


Total liabilities		206,991			496,292


Stockholders’ equity
Common stock, $.001 par value; authorized - 75000,000 shares in 2009 and 30,000,000 in 2008; issued and outstanding - 23,954,056 shares in 2009 and 22,719,056 in 2008		23,954			22,719
Additional paid-in capital		2,522,387			2,135,648
Accumulated deficit		(758,724	)		(1,204,483	)


Total stockholders’ equity		1,787,617			953,884


	$	1,994,608		$	1,450,176

F-2

IGAMBIT INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31,


	2009			2008

Sales	$	173,011		$	—

Cost of sales		47,458			—


Gross profit		125,553			—

Operating expenses
General and administrative expenses		861,512			196,589


Loss from operations		(735,959	)		(196,589	)

Other income
Interest income		3,908			2,554


Loss from continuing operations before income tax benefit		(732,051	)		(194,035	)

Income tax benefit		(254,071	)		(44,065	)


Loss from continuing operations		(477,980	)		(149,970	)

Income from discontinued operations (net of taxes of $806,898 and $361,286)		923,739			553,363


Net income	$	445,759		$	403,393


Basic and fully diluted earnings (loss) per common share:
Continuing operations	$	(.02	)	$	(.01	)
Discontinued operations, net of tax	$	.04		$	.03

Net earnings per common share	$	.02		$	.02


Weighted average common shares outstanding		23,009,029			22,402,104

F-3

IGAMBIT INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2009 AND 2008


							Additional
	Common Stock						Paid-in		Accumulated
	Shares			Amount			Capital		Deficit			Totals

Balances, December 31, 2007		21,737,018		$	21,737		$	1,987,749	$	(1,607,876	)	$	401,610

Compensation for vested stock options		—			—			72,900		—			72,900

Common stock issued in consideration of cashless exercise of options, valued at $.01 per share		788,100			788			7,093		—			7,881

Common stock issued in exercise of warrants, valued at $.01 per share		60,000			60			540		—			600

Common stock issued in exercise of warrants, valued at $.50 per share		135,000			135			67,365		—			67,500

Common stock retired		(1,062	)		(1	)		1		—			—

Net income										403,393			403,393


Balances, December 31, 2008		22,719,056			22,719			2,135,648		(1,204,483	)		953,884

Compensation for vested stock options		—			—			67,500		—			67,500

Compensation for vested warrants		—			—			54,000		—			54,000

Common stock issued in consideration of cashless exercise of options, valued at $.01 per share		735,000			735			6,765		—			7,500

Assets of acquired business		—			—			73,974		—			73,974

Common stock issued in business acquisitions		500,000			500			49,500		—			50,000

Stock options granted for acquired Business resulting in goodwill								135,000					135,000

Net income										445,759			445,759


Balances, December 31, 2009		23,954,056		$	23,954		$	2,522,387	$	(758,724	)	$	1,787,617

F-4

IGAMBIT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,


	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	445,759		$	403,393
Adjustments to reconcile net income to net cash provided (used) by operating activities
Income from discontinued operations		(923,739	)		(553,363	)
Depreciation		596			373
Stock-based compensation expense		121,500			72,900
Cashless exercises of stock options		7,500			7,881
Assets of acquired business		73,974			—
Increase (Decrease) in cash flows as a result of changes in asset and liability account balances:
Accounts receivable		(56,743	)		—
Prepaid expenses		(8,838	)		—
Accounts payable		(199,733	)		2,095


Net cash used by continuing operating activities		(140,258	)		(66,721	)
Net cash provided by discontinued operating activities		29,665			187,811


NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(110,593	)		121,090


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		—			(1,864	)
Increase in deposits		(2,500	)		—
Repayments of loans to stockholders		198,281			(126,000	)


Net cash provided (used) by continuing investing activities		195,781			(127,864	)
Net cash provided by discontinued investing activities		938,481			434,811


NET CASH PROVIDED BY INVESTING ACTIVITIES		1,134,262			306,947


CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from shareholders		2,504			—
Proceeds from exercise of warrants		—			68,100


Net cash provided by continuing financing activities		2,504			68,100
Net cash used by discontinued financing activities		(491,538	)		(214,605	)


NET CASH USED BY FINANCING ACTIVITIES		(489,0334	)		(146,505	)


NET INCREASE IN CASH		534,635			281,532

CASH — BEGINNING OF YEAR		322,439			40,907


CASH — END OF YEAR	$	857,074		$	322,439


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	1,189		$	—
Income taxes		4,698			67

Non-cash investing and financing activities:
Stock-based compensation expense	$	121,500		$	72,900
Cashless exercise of common stock options		7,500			7,881
Common stock issued in business acquisition resulting in goodwill		50,000			—
Stock options granted in business acquisition resulting in goodwill		135,000			—

F-5

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Note 1 — Organization and Basis of Presentation

The consolidated financial statements presented are those of iGambit Inc., (the “Company”) and its wholly-owned subsidiary, Gotham Innovation Lab Inc. (“Gotham”). The Company was incorporated under the laws of the State of Delaware on April 13, 2000. The Company was originally incorporated as Compusations Inc. under the laws of the State of New York on October 2, 1996. The Company changed its name to BigVault.com Inc. upon changing its state of domicile on April 13, 2000. The Company changed its name again to bigVault Storage Technologies Inc. on December 22, 2000 before changing to iGambit Inc. on July 18, 2006. Gotham was incorporated under the laws of the state of New York on September 23, 2009.

Business Acquisition

The Company acquired 200 no par value common shares of Gotham for $100. Subsequent to the acquisition of the Company’s newly formed subsidiary, Gotham, on October 1, 2009 Gotham acquired all of the assets and business operations of Jekyll Island Ventures Inc. doing business as Gotham Photo Company (“Jekyll”) for 500,000 shares of the Company’s common stock at a value of $.10 per share, and for 1,500,000 options to purchase the Company’s common stock over a three year period at a value of $.09 per share. Jekyll is a developer of web based software solutions for the real estate industry in the areas of marketing real estate. Subsequent to the acquisition, Jekyll dissolved and distributed its shares of the Company’s common stock to the shareholders of Jekyll. Gotham maintained Jekyll’s d/b/a name of Gotham Photo Company. The assets acquired from Jekyll are as follows:


Cash	$	4,023
Accounts receivable		66,958
Fixed assets		2,993

	$	73,974

F-6

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Following is a presentation of pro forma balance sheets and statements of operations for the nine months ended September 30, 2009 and for the year ended December 31, 2008:

Nine months ended September 30, 2009:

Pro Forma Balance Sheets


	iGambit		Jekyll		Combined

Current assets	$	1,371,447	$	70,981	$	1,442,428
Fixed assets		1,044		2,993		4,037
Other assets		153,209				153,209

Total assets		1,525,700		73,974		1,599,674


Current liabilities		2,121		—		2,121
Long-term liabilities		—		—		—

Total liabilities		2,121		—		2,121
Stockholders’ equity		1,523,579		73,974		1,597,553

Total liabilities and stockholders’ equity	$	1,525,700	$	73,974	$	1,599,674

Pro Forma Statements of Operations


	iGambit			Jekyll			Combined

Revenue	$	—		$	249,925		$	249,925
Cost of sales		—			43,151			43,151

Gross profit		—			206,774			206,774
General and administrative expenses		418,772			208,965			627,737

Loss from operations		(418,772	)		(2,191	)		(420,963	)
Other income		7,435			—			7,435
Income tax benefit		107,059			—			107,059

Loss from continuing operations		(304,278	)		(2,191	)		(306,469	)
Income from discontinued operations		744,973			—			744,973

Net income (loss)	$	440,695		$	(2,191	)	$	438,504

F-7

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Year ended December 31, 2008:

Pro Forma Balance Sheets


	iGambit		Jekyll		Combined

Current assets	$	985,927	$	80,650	$	1,066,577
Fixed assets		1,491		—		1,491
Other assets		462,758		—		462,758

Total assets		1,450,176		80,650		1,530,826


Current liabilities		4,754		3,929		8,683
Long-term liabilities		491,538		—		491,538

Total liabilities		496,292		3,929		500,221
Stockholders’ equity		953,884		76,721		1,030,605

Total liabilities and stockholders’ equity	$	1,450,176	$	80,650	$	1,530,826

Pro Forma Statements of Operations


	iGambit			Jekyll		Combined

Revenue	$	—		$	359,590	$	359,590
Cost of sales		—			62,100		62,100

Gross profit		—			297,490		297,490
General and administrative expenses		123,689			280,198		403,887

(Loss) income from operations		(123,689	)		17,292		(106,397	)
Other income		2,554			—		2,554
Income tax benefit		44,065			—		44,065

(Loss) income from continuing operations		(77,070	)		17,292		(59,778	)
Income from discontinued operations		553,363			—		553,363

Net income	$	476,293		$	17,292	$	493,585

Merger Transaction

On December 19, 2005, the Company executed a certificate of merger whereby BigVault Inc. (a Nevada corporation) merged into the Company leaving the Company as the surviving corporation. Pursuant to the certificate of merger, each share of Big Vault Inc.’s common stock issued and outstanding was converted to one share of the Company’s common stock.

Note 2 — Discontinued Operations

Sale of Business

On February 28, 2006, the Company entered into an asset purchase agreement with Digi-Data Corporation (“Digi-Data”), whereby Digi-Data acquired the Company’s assets and its online digital vaulting business operations in exchange for $1,500,000, which was deposited into an escrow account for payment of the Company’s outstanding liabilities. In addition, as part of the sales agreement, the Company receives payments from Digi-Data based on 10% of the net vaulting revenue payable quarterly over five years. The Company is also entitled to an additional 5% of the increase in net vaulting revenue over the prior year’s revenue. These adjustments to the sales price are included in the discontinued operations line of the statements of income.

F-8

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

The assets and liabilities of the discontinued operations are presented in the balance sheets under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations.” The underlying assets and liabilities of the discontinued operations for the years ended December 31 are as follows:


	2009		2008
ASSETS
Current:
Accounts receivable	$	713,732	$	367,430
Deferred income taxes		—		279,058
Noncurrent:
Restricted cash		150,985		165,727
Deferred income taxes		—		98,750

Assets of discontinued operations	$	864,717	$	910,965


LIABILITIES
Noncurrent:
Prepaid contingency	$	—	$	141,538
Deferred compensation		—		350,000

Liabilities of discontinued operations	$	—	$	491,538

Accounts Receivable

Accounts receivable includes 50% of contingency payments earned for the previous quarter.

Restricted Cash

An escrow account was established in connection with the sale of business to Digi-Data to hold funds for contingent liabilities. Under the terms of the sale, 25% of the quarterly contingency payments are deposited into the escrow account for a period of three years. Also under the terms of the sale, 50% of the balance of the escrow funds held will be released after three years, and the remaining balance released after two more years. The escrow account balance was $150,985 and $165,727 at December 31, 2009 and 2008, respectively.

Prepaid Contingency

Prepaid contingency includes cash and expenses advanced by Digi-Data prior to the sale. The balance is being repaid with 25% of quarterly contingency payments earned that is retained by Digi-Data. The prepaid contingency balance was $0 and $141,538 as of December 31, 2009 and 2008, respectively.

Deferred Compensation

The Company was indebted to two former officers for unpaid compensation totaling $350,000 at December 31, 2008. The officers received advances against the deferred compensation totaling $198,281 as of December 31, 2008. In 2009, compensation was fully repaid to the former officers who subsequently repaid the advances against the deferred compensation.

F-9

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Note 3 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Gotham Innovation Lab, Inc. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and amounts due to related parties, the carrying amounts approximate fair value due to their short maturities.

Revenue Recognition

Contingency payment income is recognized quarterly from a percentage of Digi-Data’s vaulting service revenue, and is included in discontinued operations.

The Company’s revenues from continuing operations consists of revenues primarily from sales of products and services rendered to real estate brokers. Revenues are recognized upon delivery of the products or services.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.

Accounts Receivable

The Company analyzes the collectability of accounts receivable each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the current creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. As of December 31, 2009, the Company has charged $65,000 of bad debts to operations for uncollectible accounts.

Property and equipment and depreciation

Property and equipment are stated at cost. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets. During the year ended December 31, 2008, the Company purchased computer equipment totaling $1,864. Computer equipment is depreciated over 5 years. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income.

F-10

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Depreciation expense of $596 and $373 was charged to operations for the years ended December 31, 2009 and 2008, respectively.

Goodwill

Goodwill represents the fair market value of the common shares issued and common stock options granted by the Company for the acquisition of Jekyll by the Company’s subsidiary, Gotham. In accordance with ASC Topic No. 350 “Intangibles — Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. A lack of projected future operating results from Gotham’s operations may cause impairment. As Gotham’s marketing plan and expected core business is expected to commence later in 2010, it is too early for management to evaluate whether goodwill has been impaired. No impairment was recorded during the year ended December 31, 2009.

Stock-Based Compensation

As of December 31, 2009, the Company has a stock-based employee compensation plan which it accounts for applying SFAS No. 123(R) (“SFAS 123(R)”), “Share-Based Payment.” Under SFAS 123(R), the Company is required to select a valuation technique or option-pricing model that meets the criteria as stated in the standard, which includes a binomial model and the Black-Scholes model. At the present time, the Company applies the Black-Scholes model. SFAS 123(R) also requires the Company to estimate forfeitures in calculating the expense relating to stock-based compensation as opposed to only recognizing these forfeitures and the corresponding reduction in expense as they occur.

Income Taxes

Note 4 — Earnings Per Common Share

The Company calculates net earnings (loss) per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options and common stock warrants, have not been included in the computation of diluted net earnings (loss) per share for all periods as the result would be anti-dilutive.


	Year Ended
	December 31,
	2009		2008
Stock options		1,796,900		1,046,900
Common stock warrants		3,085,000		835,000


Total shares excluded from calculation		4,881,900		1,881,900

F-11

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Note 5 — Stock Based Compensation

Stock-based compensation expense for all stock-based award programs, including grants of stock options and warrants, is recorded in accordance with “Compensation—Stock Compensation”, Topic 718 of the FASB ASC. Stock-based compensation expense, which is calculated net of estimated forfeitures, is computed using the grant date fair-value method on a straight-line basis over the requisite service period for all stock awards that vest during the period. The grant date fair value for stock options is calculated using the Black-Scholes option valuation model. Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Stock-based compensation expense is reported under general and administrative expenses on the accompanying consolidated statements of income.

In 2006, the Company adopted the 2006 Long-Term Incentive Plan (the “2006 Plan”). Awards granted under the 2006 plan have a ten-year term and may be incentive stock options, non-qualified stock options or warrants. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a three or four year period. Effective January 1, 2006, we recognized compensation expense ratably over the vesting period, net of estimated forfeitures. As of December 31, 2009, there was approximately $148,500 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 plan. This cost is expected to be recognized over a remaining weighted-average vesting period of 1.42 years.

The 2006 Plan provides for the granting of options to purchase up to 5,510,000 shares of common stock. 5,213,100 options have been exercised to date. There are 1,796,900 options outstanding under the 2006 Plan.

Warrant activity during the years ended December 31, 2009 and 2008 follows:


								Weighted
								Average
						Weighted		Remaining
						Average		Contractual
				Average		Grant-Date		Life
	Warrants			Exercise Price		Fair Value		(Years)

Warrants outstanding at January 1, 2008		1,652,518		$	0.67	$	0.10

Granted during 2008		60,000			0.01		0.10

Exercised during 2008		(195,000	)		0.35		0.10

Expired during 2008		(682,518	)		0.32		0.10

Warrants outstanding at December 31, 2008		835,000			0.99		0.10

Granted during 2009		2,250,000			0.77		0.10

Warrants outstanding at December 31, 2009		3,085,000		$	0.83	$	0.10		7.07

F-12

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Stock Option Plan activity during the years ended December 31, 2009 and 2008 follows:


								Weighted
								Average
						Weighted		Remaining
						Average		Contractual
				Average		Grant-Date		Life
	Warrants			Exercise Price		Fair Value		(Years)

Options outstanding at January 1, 2008		1,835,000		$	0.01	$	0.10

Exercised during 2008		(788,100	)		0.01		0.10

Options outstanding at December 31, 2008		1,046,900			0.01		0.10


Exercised during 2009		(750,000	)		0.01		0.10


Granted during 2009		1,500,000			0.01		0.10

Options outstanding at December 31, 2009		1,796,900		$	0.01	$	0.10		5.85

The fair value of warrants and options granted is estimated on the date of grant based on the weighted-average assumptions in the table below. The assumption for the expected life is based on evaluations of historical and expected exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. The historical stock volatility of the Company’s common stock is used as the basis for the volatility assumption.


	Years ended December 31,
	2009			2008
Weighted average risk free rate		4.87	%		4.64	%
Average expected life in years		6.6	%		5.8	%
Expected dividends	None			None
Volatility		20.0	%		20.0	%
Forfeiture rate		0	%		0	%

Note 6 — Common Stock Issued

During the year ended December 31, 2009, the Company issued 500,000 common shares in exchange for the asset acquisition of Jekyll Island Ventures Inc. by its wholly-owned subsidiary, Gotham Innovation Labs Inc. Also, during the year ended December 31, 2009, options were exercised for 735,000 shares of common stock, valued at $.01 per share.

On December 2, 2009, the Company amended its certificate of incorporation to increase the number of authorized common shares to 75,000,000.

Dividends may be paid on outstanding shares as declared by the Board of Directors from time to time. Each share of common stock is entitled to one vote.

F-13

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Note 7 — Income Taxes

The tax provision at December 31 consists of the following:


	2009			2008
From operations:
Continuing operations:
Current tax expense (benefit):	$			$
Federal		(254,578	)		(46,228	)
State and local		507			2,163

		(254,071	)		(44,065	)
Deferred tax expense (benefit):		—			—

Total from continuing operations		(254,071	)		(44,065	)

Discontinued operations:
Current tax expense (benefit):
Federal		128,827			—
State and local		45,773			—

		174,600			—

Deferred tax expense (benefit):
Federal		508,622			285,370
State and local		123,676			75,916

		632,298			361,286


Total from discontinued operations		806,898			361,286


Total	$	552,827		$	317,221

A reconciliation of the statutory federal income tax rate and the effective tax rate follows:


	Year Ended
	December 31,
	2009			2008

Statutory tax rate		34.0	%		34.0	%
Effect of
State income taxes, net of
Federal income tax benefit		5.3	%		5.3	%

Effective tax rate		39.5	%		39.5	%

The Company recognizes deferred tax assets and liabilities based on the future tax consequences of events that have been included in the financial statements or tax returns. The differences relate primarily to net operating loss carryovers and to deferred compensation. Deferred tax assets and liabilities are calculated based on the difference between the financial reporting and tax bases of assets and liabilities using the currently enacted tax rates in effect during the years in which the differences are expected to reverse. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate.

The Company’s provision for income taxes differs from applying the statutory U.S. federal income tax rate to income before income taxes. The primary differences result from providing for state income taxes and from deducting certain expenses for financial statement purposes but not for federal income tax purposes.

In accordance with Statement of Financial Accounting Standards (“FAS”) No. 109, Accounting for Income Taxes (“FAS 109”), a valuation allowance is established based on the future recoverability of deferred tax assets. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Management has determined that no valuation allowance related to deferred tax assets is necessary at December 31, 2009 and 2008.

F-14

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

The deferred tax assets included in assets from discontinued operations in the accompanying balance sheets includes the following at December 31:


	2009		2008
Current:
Net operating loss carryforwards	$	—	$	279,058
Non-current:
Net operating loss carryforwards		—		—
Deferred compensation		—		98,750

	$	—	$	377,808

In June 2006, the FASB issued Interpretation No. 48 (“FIN 48”) Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (“SFAS 109”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 details how companies should recognize, measure, present, and disclose uncertain tax positions that have been or are expected to be taken. As such, financial statements will reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. FIN 48 will not have a material impact on the financial statements of the Company.

Note 8 — Risks and Uncertainties

Contingency Payment Income — Discontinued Operations

The discontinued operations of contingency payments received from Digi-Data is the Company’s sole source of income. Should Digi-Data not achieve sufficient vaulting revenue or continue to exist, substantial doubt would be raised as to the Company’s ability to continue to exist, as the Company has no other source of revenue.

Uninsured Cash Balances

Substantially all amounts of cash accounts held at financial institutions are insured by the FDIC.

Note 9 — Related Party Transactions

Notes Receivable — Stockholders

The Company provided loans to a stockholder totaling $17,000 and $10,000 at December 31, 2009 and 2008, respectively. The loans bear interest at a rate of 6% and are due on December 31, 2009.

Accrued interest on the note was $1,020 and $698 for the years ended December 31, 2009 and 2008, respectively.

The Company provided advances to two stockholders and former officers totaling $198,281 and $79,281 as of December 31, 2008, against their respective deferred compensation balances. The advances to the stockholders were collateralized with their common shares issued and outstanding of 5,470,000 shares each. The former officers repaid the advances to the Company during the year ended December 31, 2009.

Loans Payable — Stockholders

Two stockholders of the Company who are also former stockholders of Jekyll provided advances to Gotham for expenses totaling $2,504 at December 31, 2009. The loans from the stockholders do not bear interest and are payable on demand.

F-15

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

Lease Commitment

iGambit Inc. entered into an operating lease for office space for a term of 12 months effective June 1, 2009. Monthly rent under the lease is $2,600.

Gotham has an operating lease for office space renewable annually on October 16 at a monthly rent of $5,500.

Rent expense of $32,100 was charged to operations for the year ended December 31, 2009.

Note 10 — Commitments and Contingencies

The Company provides accruals for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated.

Note 11 — Recent Accounting Pronouncements

In September 2009, the Company adopted Accounting Standards Codification (ASC) 105-10-05, which provides for the Financial Accounting Standards Board Accounting Standards Codification (the Codification) to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (GAAP) to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification does not change GAAP, but combines all authoritative standards into a comprehensive, topically organized online database. ASC 105-10-05 explicitly recognizes rules and interpretative releases of the Securities and Exchange Commission (SEC) under Federal securities laws as authoritative GAAP for SEC registrants. Subsequent revisions to GAAP will be incorporated into the Codification through Accounting Standards Updates (ASU). ASC 105-10-05 is effective for interim and annual periods ending after September 15, 2009, and was effective for the Company in the third quarter of 2009. The adoption of ASC 105-10-05 impacted the Company’s financial statement disclosures, as all references to authoritative accounting literature were updated to and in accordance with the Codification.

In February 2009, the FASB issued an accounting standard now codified within ASC 805, “Business Combinations” that amends the provisions related to the initial recognition and measurement, subsequent measurement, and disclosure of assets and liabilities arising from contingencies in a business combination. The standard applies to all assets acquired and liabilities assumed in a business combination that arise from contingencies that would be within the scope of ASC 450, “Contingencies”, if not acquired or assumed in a business combination, except for assets or liabilities arising from contingencies that are subject to specific guidance in ASC 805. The standard applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of the standard by the Company was effective January 1, 2009 and did not have an impact on the Company’s financial position and results of operations.

Effective January 1, 2008, the Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”. This pronouncement defines fair value, establishes a hierarchal disclosure framework for measuring fair value, and requires expanded disclosures about fair value measurements. The provisions of this statement apply to all financial instruments that are being measured and reported on a fair value basis. Effective January 1, 2009, the Company adopted the remaining provisions of ASC Topic 820 that were delayed by the issuance of ASC Section 820-10-55, “Fair Value Measurements and Disclosures: Overall: Implementation Guidance and Illustrations”.

In April 2008, the FASB issued an accounting standard now codified within ASC 350, “Intangibles-Goodwill and Other” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. Under this standard, entities estimating the useful life of a recognized intangible asset must consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension. The intent of the standard is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset. Adoption of the standard was effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, The Company adopted the standard on January 1, 2009. The Company does not expect the standard to have a material impact on its accounting for future acquisitions of intangible assets.

F-16

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

In November 2008, the FASB issued an accounting now standard codified within ASC 350, “Intangibles-Goodwill and Other” that applies to defensive assets which are acquired intangible assets which the acquirer does not intend to actively use, but intends to hold to prevent its competitors from obtaining access to the asset. The standard clarifies that defensive intangible assets are separately identifiable and should be accounted for as a separate unit of accounting in accordance with guidance provided within ASC 805, “Business Combinations” and ASC 820, “Fair Value Measurements and Disclosures”. The standard was effective for intangible assets acquired in fiscal years beginning on or after December 15, 2008. The Company adopted this standard effective January 1, 2009 and will apply the provisions of this guidance to intangible assets acquired on or after that date. The Company does not expect the standard to have a material impact on its accounting for future acquisitions of intangible assets.

In April 2009, the FASB issued an accounting standard now codified within ASC 825, “Financial Instruments” that requires disclosures about the fair value of financial instruments that are not reflected in the consolidated balance sheets at fair value whenever summarized financial information for interim reporting periods is presented. Entities are required to disclose the methods and significant assumptions used to estimate the fair value of financial instruments and describe changes in methods and significant assumptions, if any, during the period. The standard was effective for interim reporting periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009.

In April 2009, the FASB issued an accounting standard now codified within ASC 820, “Fair Value Measurements and Disclosures”, which provides guidance on determining fair value when there is no active market or where the price inputs being used represent distressed sales, The standard reaffirms the objective of fair value measurement, which is to reflect how much an asset would be sold for in an orderly transaction. It also reaffirms the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive. The standard is effective for interim and annual periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009.

In May 2009, the FASB issued an accounting standard now codified within ASC 855, “Subsequent Events”, which sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The standard was effective for interim or annual periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009. In February 2010, the FASB issued Accounting Standards Update No. 2010-09 (ASU 2010-09) “Subsequent Events” (Topic 855): “Amendments to Certain Recognition and Disclosure Requirements”. This ASU amends FASB Codification topic 855. The amendments in ASU 2010-09 removes the requirement in ASC 855-10 for a SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. This ASU was effective upon issuance and the Company adopted this ASU as of December 31, 2009. Except for the removal of disclosure requirements in ASC 855-10, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements and Disclosures - Measuring Liabilities at Fair Value”. The ASU provides additional guidance for the fair value measurement of liabilities under ASC 820, Fair Value Measurements and Disclosures. The ASU provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. The ASU also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. It also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level fair value measurements. The Company adopted the ASU in the fourth fiscal quarter of 2009.

F-17

IGAMBIT INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

The adoption of the pronouncements above did not have a material effect on the Company’s financial position or results of operations.

New Accounting Pronouncements Not Yet Effective

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to ASC Topic 605, Revenue Recognition) (ASU 2009-13) and ASU 2009-14, “Certain Arrangements that Include Software Elements”, (amendments to ASC Topic 985, Software) (ASU 2009-14). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-14 removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15,2010, with early adoption permitted. The Company is currently evaluating the impact of the adoption of these ASUs on its consolidated results of operations or financial condition.

In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable” Interest Entities, which amends ASC 810, Consolidation to address the elimination of the concept of a qualifying special purpose entity. The standard also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE whereas previous accounting guidance required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. The standard provides more timely and useful information about an enterprise’s involvement with a variable interest entity and will be effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009, which for the Company would be January 1, 2010. The Company does not expect the adoption of this standard to have a material effect on its consolidated results of operations and financial condition.

In January 2010, the FASB issued ASU No. 2010-6, “Improving Disclosures About Fair Value Measurements”, which provides amendments to ASC 820 Fair Value Measurements and Disclosures, including requiring reporting entities to make more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements including information on purchases, sales, issuances, and settlements on a gross basis and (4) the transfers between Levels 1, 2, and 3. The standard is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures, which are effective for annual periods beginning after December 15, 2010. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

The FASB updated ASC Topic 810, Consolidations, and ASC Topic 860, “Transfers and Servicing”, which significantly changed the accounting for transfers of financial assets and the criteria for determining whether to consolidate a variable interest entity (VIE). The update to ASC Topic 860 eliminates the qualifying special purpose entity (QSPE) concept, establishes conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies the financial asset de-recognition criteria, revises how interests retained by the transferor in a sale of financial assets initially are measured, and removes the guaranteed mortgage securitization re-characterization provisions. The update to ASC Topic 810 requires reporting entities to evaluate former QSPEs for consolidation, changes the approach to determining a VIE’s primary beneficiary from a mainly quantitative assessment to an exclusively qualitative assessment designed to identify a controlling financial interest, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a VIE. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

F-18

IGAMBIT INC.
CONSOLIDATED BALANCE SHEETS


	MARCH 31,			DECEMBER 31,
	2010			2009
ASSETS

Current assets
Cash	$	789,282		$	857,074
Accounts receivable		96,953			56,743
Prepaid expenses		13,519			8,838
Notes receivable — stockholders		17,000			17,000
Assets from discontinued operations		866,131			715,573


Total current assets		1,782,885			1,655,228


Property and equipment, net		805			895


Other assets
Goodwill		185,000			185,000
Deposits		2,500			2,500
Assets from discontinued operations		151,218			150,985


Total other assets		338,718			338,485


	$	2,122,408		$	1,994,608


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	139,022		$	204,487
Note payable — related party		37,079			—
Loans payable — stockholders		2,504			2,504

Total current liabilities		178,605			206,991


Stockholders’ equity
Common stock, $.001 par value; authorized - 75,000,000 shares; issued and outstanding - 23,954,056 shares		23,954			23,954
Additional paid-in capital		2,522,387			2,522,387
Accumulated deficit		(602,538	)		(758,724	)


Total stockholders’ equity		1,943,803			1,787,617


	$	2,122,408		$	1,994,608

F-19

IGAMBIT INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31,


	2010			2009

Sales	$	167,342		$	—

Cost of sales		47,872			—


Gross profit		119,470			—

Operating expenses
General and administrative expenses		429,567			42,626


Loss from operations		(310,097	)		(42,626	)

Other income
Interest income		484			—


Loss from continuing operations before income tax benefit		(309,613	)		(42,626	)

Income tax expense (benefit)		(120,806	)		1,219


Loss from continuing operations		(188,807	)		(43,845	)
Income from discontinued operations (net of taxes of $220,164 and $0)		344,993			353,115


Net income	$	156,186		$	309,270


Basic and fully diluted earnings (loss) per common share:
Continuing operations	$	(.01	)	$	(.00	)
Discontinued operations, net of tax	$	.02		$	.02

Net earnings per common share	$	.01		$	.02


Weighted average common shares outstanding		23,954,056			22,719,056

F-20

IGAMBIT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,


	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	156,186		$	309,270
Adjustments to reconcile net income to net cash used by operating activities
Income from discontinued operations		(344,993	)		(353,115	)
Depreciation		89			149
Increase (Decrease) in cash flows as a result of changes in asset and liability account balances:
Accounts receivable		(40,210	)		—
Prepaid expenses		(4,681	)		—
Accounts payable		(65,465	)		—


Net cash used by continuing operating activities		(299,074	)		(43,696	)
Net cash provided by discontinued operating activities		(150,557	)		(41,286	)


NET CASH USED BY OPERATING ACTIVITIES		(449,631	)		(84,982	)


CASH FLOWS FROM INVESTING ACTIVITIES:
Repayments of loans to stockholders		—			(27,000	)


Net cash used by continuing investing activities		—			(27,000	)
Net cash provided by discontinued investing activities		344,760			291,614


NET CASH PROVIDED BY INVESTING ACTIVITIES		344,760			264,614


CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans payable to related party		37,079			—


Net cash provided by continuing financing activities		37,079			—
Net cash used by discontinued financing activities		—			(118,325	)


NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		37,079			(118,325	)

NET (DECREASE) INCREASE IN CASH		(67,792	)		61,307

CASH — BEGINNING OF PERIOD		857,074			322,439


CASH — END OF PERIOD	$	789,282		$	383,746


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	116		$	—
Income taxes		202,101			1,219

F-21

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Note 1 — Organization and Basis of Presentation

In the opinion of management, the accompanying interim financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. The results of operations for these interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2010.

Business Acquisition


Cash	$	4,023
Accounts receivable		66,958
Fixed assets		2,993

	$	73,974

F-22

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Following is a presentation of pro forma balance sheets and statements of operations for the nine months ended September 30, 2009 and for the year ended December 31, 2008:

Nine months ended September 30, 2009:

Pro Forma Balance Sheets


	iGambit		Jekyll		Combined

Current assets	$	1,371,447	$	70,981	$	1,442,428
Fixed assets		1,044		2,993		4,037
Other assets		153,209				153,209

Total assets		1,525,700		73,974		1,599,674


Current liabilities		2,121		—		2,121
Long-term liabilities		—		—		—

Total liabilities		2,121		—		2,121
Stockholders’ equity		1,523,579		73,974		1,597,553

Total liabilities and stockholders’ equity	$	1,525,700	$	73,974	$	1,599,674

Pro Forma Statements of Operations


	iGambit			Jekyll			Combined

Revenue	$	—		$	249,925		$	249,925
Cost of sales		—			43,151			43,151

Gross profit		—			206,774			206,774
General and administrative expenses		418,772			208,965			627,737

Loss from operations		(418,772	)		(2,191	)		(420,963	)
Other income		7,435			—			7,435
Income tax benefit		107,059			—			107,059

Loss from continuing operations		(304,278	)		(2,191	)		(306,469	)
Income from discontinued operations		744,973			—			744,973

Net income (loss)	$	440,695		$	(2,191	)	$	438,504

F-23

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Year ended December 31, 2008:

Pro Forma Balance Sheets


	iGambit		Jekyll		Combined

Current assets	$	985,927	$	80,650	$	1,066,577
Fixed assets		1,491		—		1,491
Other assets		462,758		—		462,758

Total assets		1,450,176		80,650		1,530,826


Current liabilities		4,754		3,929		8,683
Long-term liabilities		491,538		—		491,538

Total liabilities		496,292		3,929		500,221
Stockholders’ equity		953,884		76,721		1,030,605

Total liabilities and stockholders’ equity	$	1,450,176	$	80,650	$	1,530,826

Pro Forma Statements of Operations


	iGambit			Jekyll		Combined

Revenue	$	—		$	359,590	$	359,590
Cost of sales		—			62,100		62,100

Gross profit		—			297,490		297,490
General and administrative expenses		123,689			280,198		403,887

(Loss) income from operations		(123,689	)		17,292		(106,397	)
Other income		2,554			—		2,554
Income tax benefit		44,065			—		44,065

(Loss) income from continuing operations		(77,070	)		17,292		(59,778	)
Income from discontinued operations		553,363			—		553,363

Net income	$	476,293		$	17,292	$	493,585

Merger Transaction

Note 2 — Discontinued Operations

Sale of Business

F-24

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009


	2009		2008
ASSETS
Current:
Accounts receivable	$	713,732	$	367,430
Deferred income taxes		—		279,058
Noncurrent:
Restricted cash		150,985		165,727
Deferred income taxes		—		98,750

Assets of discontinued operations	$	864,717	$	910,965


LIABILITIES
Noncurrent:
Prepaid contingency	$	—	$	141,538
Deferred compensation		—		350,000

Liabilities of discontinued operations	$	—	$	491,538

Accounts Receivable

Accounts receivable includes 50% of contingency payments earned for the previous quarter.

Restricted Cash

An escrow account was established in connection with the sale of business to Digi-Data to hold funds for contingent liabilities. Under the terms of the sale, 25% of the quarterly contingency payments are deposited into the escrow account for a period of three years. Also under the terms of the sale, 50% of the balance of the escrow funds held will be released after three years, and the remaining balance released after two more years. The escrow account balance was $151,218 and $150,985 at March 31, 2010 and December 31, 2009, respectively.

Prepaid Contingency

Deferred Compensation

F-25

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Note 3 — Summary of Significant Accounting Policies

Principles of Consolidation

Use of Estimates in the Preparation of Financial Statements

Fair Value of Financial Instruments

Revenue Recognition

Contingency payment income is recognized quarterly from a percentage of Digi-Data’s vaulting service revenue, and is included in discontinued operations.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.

Accounts Receivable

Property and equipment and depreciation

Property and equipment are stated at cost. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets. During the year ended December 31, 2008, the Company purchased computer equipment totaling $1,864. Computer equipment is depreciated over 5 years. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income.

F-26

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Depreciation expense of $89 and $149 was charged to operations for the three months ended March 31, 2010 and 2009, respectively.

Goodwill

Goodwill represents the fair market value of the common shares issued and common stock options granted by the Company for the acquisition of Jekyll by the Company’s subsidiary, Gotham. In accordance with ASC Topic No. 350 “Intangibles — Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. A lack of projected future operating results from Gotham’s operations may cause impairment. As Gotham’s marketing plan and expected core business is expected to commence later in 2010, it is too early for management to evaluate whether goodwill has been impaired. No impairment was recorded during the three months ended March 31, 2010.

Stock-Based Compensation

As of March 31, 2010, the Company has a stock-based employee compensation plan which it accounts for applying SFAS No. 123(R) (“SFAS 123(R)”), “Share-Based Payment.” Under SFAS 123(R), the Company is required to select a valuation technique or option-pricing model that meets the criteria as stated in the standard, which includes a binomial model and the Black-Scholes model. At the present time, the Company applies the Black-Scholes model. SFAS 123(R) also requires the Company to estimate forfeitures in calculating the expense relating to stock-based compensation as opposed to only recognizing these forfeitures and the corresponding reduction in expense as they occur.

Income Taxes

Note 4 — Earnings Per Common Share


	Three Months Ended
	March 31,
	2010		2009
Stock options		1,046,900		296,900
Common stock warrants		835,000		3,085,000


Total shares excluded from calculation		1,881,900		3,381,900

F-27

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Note 5 — Stock Based Compensation

In 2006, the Company adopted the 2006 Long-Term Incentive Plan (the “2006 Plan”). Awards granted under the 2006 plan have a ten-year term and may be incentive stock options, non-qualified stock options or warrants. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a three or four year period. Effective January 1, 2006, we recognized compensation expense ratably over the vesting period, net of estimated forfeitures. As of March 31, 2010, there was approximately $148,500 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 plan. This cost is expected to be recognized over a remaining weighted-average vesting period of 1.29 years.

Warrant activity during the three months ended March 31, 2010 follows:


							Weighted
							Average
					Weighted		Remaining
					Average		Contractual
			Average		Grant-Date		Life
	Warrants		Exercise Price		Fair Value		(Years)
Warrants outstanding at January 1, 2010		3,085,000	$	0.83	$	0.10

No warrant activity		—		—		—

Warrants outstanding at March 31, 2010		3,085,000		0.83		0.10		6.82

Stock Option Plan activity during the three months ended March 31, 2010 follows:


							Weighted
							Average
					Weighted		Remaining
					Average		Contractual
			Average		Grant-Date		Life
	Warrants		Exercise Price		Fair Value		(Years)
Options outstanding at January 1, 2010		1,796,000	$	0.01	$	0.10

No option activity		—		—		—

Options outstanding at December 31, 2009		1,796,900		0.01		0.10		5.59

F-28

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009


	Three Months ended March 31,
	2010			2009
Weighted average risk free rate		4.87	%		4.64	%
Average expected life in years		6.4	%		5.6	%
Expected dividends	None			None
Volatility		20.0	%		20.0	%
Forfeiture rate		0	%		0	%

Note 6 — Common Stock Issued

On December 2, 2009, the Company amended its certificate of incorporation to increase the number of authorized common shares to 75,000,000.

Dividends may be paid on outstanding shares as declared by the Board of Directors from time to time. Each share of common stock is entitled to one vote.

Note 7 — Income Taxes

The tax provision at March 31 consists of the following:


	2010			2009
From operations:
Continuing operations:
Current tax expense (benefit):
Federal	$	(100,482	)	$	—
State and local		(20,324	)		1,219

		(120,806	)		1,219
Deferred tax expense (benefit):		—			—

Total from continuing operations		(120,806	)		1,219

Discontinued operations:
Current tax expense (benefit):
Federal		180,603			—
State and local		39,561			—

		220,164			—


Deferred tax expense (benefit):
Federal		—			—
State and local		—			—

		—			—


Total from discontinued operations		220,164			—


Total	$	99,358		$	1,219

F-29

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

A reconciliation of the statutory federal income tax rate and the effective tax rate follows:


	Three Months Ended
	March 31,
	2010			2009

Statutory tax rate		34.0	%		34.0	%
Effect of
State income taxes, net of
Federal income tax benefit		5.3	%		5.3	%

Effective tax rate		39.5	%		39.5	%

The deferred tax assets included in assets from discontinued operations in the accompanying balance sheets includes the following at March 31 and December 31, respectively:


	2010		2009
Current:
Net operating loss carryforwards	$	—	$	279,058
Non-current:
Net operating loss carryforwards		—		—
Deferred compensation		—		98,750

	$	—	$	377,808

F-30

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Note 8 — Risks and Uncertainties

Contingency Payment Income — Discontinued Operations

The discontinued operations of contingency payments received from Digi-Data is the Company’s primary source of income. Should Digi-Data not achieve sufficient vaulting revenue or continue to exist, substantial doubt would be raised as to the Company’s ability to continue to exist, as the Company has no other source of revenue.

Uninsured Cash Balances

Substantially all amounts of cash accounts held at financial institutions are insured by the FDIC.

Note 9 — Related Party Transactions

Notes Receivable — Stockholders

The Company provided loans to a stockholder totaling $17,000 at March 31, 2010 and December 31, 2009. The loans bear interest at a rate of 6% and are due on December 31, 2010.

Accrued interest on the note was $252 and $0 for the three months ended March 31, 2010 and 2009, respectively.

Loans Payable — Stockholders

Two stockholders of the Company who are also former stockholders of Jekyll provided advances to Gotham for expenses totaling $2,504 at March 31, 2010 and December 31, 2009. The loans from the stockholders do not bear interest and are payable on demand.

Note Payable — Related Party

Gotham provided loans to an entity that is controlled by the officers of Gotham totaling $37,079 at March 31, 2010. The note bears interest at a rate of 5.5% and is due on July 1, 2011.

Interest expense of $116 was charged to operations for the three months ended March 31, 2010.

Lease Commitment

iGambit Inc. entered into an operating lease for office space for a term of 12 months effective June 1, 2009. Monthly rent under the lease is $2,600.

Gotham has an operating lease for office space renewable annually on October 16 at a monthly rent of $5,500.

Rent expense of $24,300 was charged to operations for the three months ended March 31, 2010.

Note 10 — Commitments and Contingencies

F-31

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

Note 11 — Recent Accounting Pronouncements

F-32

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

The adoption of the pronouncements above did not have a material effect on the Company’s financial position or results of operations.

New Accounting Pronouncements Not Yet Effective

F-33

IGAMBIT INC.
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2010 and 2009

F-34