UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
xPreliminary Information Statement
oConfidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
oDefinitive Information Statement
IGAMBIT INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
xNo fee required.
o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF IGAMBIT INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
IGAMBIT INC
1050W.Jericho Tpke, Suite A
Smithtown, NY 11787
Phone 631-670-6777 Fax 631-670-6780
INFORMATION STATEMENT
(Preliminary)
October 10, 2014
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of iGambit Inc.:
This Information Statement has been filed with the Securities and Exchange Commission and is being
furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), to
the holders (the “ Stockholders ”) of common stock, par value $0.001 per share (the “ Common Stock ”), of iGambit
Inc., a Delaware corporation (the “Company”), to notify such Stockholders that on October 3, 2014, the Company
received a majority written consent in lieu of a meeting of the holders of the Company in accordance with Delaware
General Corporation Law. The holders authorized the following:
The approval of an amendment to of the articles of incorporation of the Company (the “Articles”) to
increase (the “Authorized Common Stock Increase”) the maximum number of shares of stock that the
Company shall be authorized to have outstanding at any time to Three Hundred Million (300,000,000)
shares of Common Stock with no preemptive rights.
The approval of an amendment to the Articles to authorize One Hundred Million (100,000,000) shares of
“preferred stock, par value of $.0001, the voting powers, designations, preferences and other special rights,
and qualifications, limitations and restrictions of which may be established from time to time by the Board
of Directors of the Company (the “Board”) and which may be issued in one or more series (the “Preferred
Stock”).
The Authorized Common Stock Increase, and the creation of the Preferred Stock, are hereinafter referred to
collectively as the “Current Action”.
The enclosed information statement contains information pertaining to the Current Action.
On September 25, 2014, the Board of Directors of the Company (the “Board”) approved the Current
Action, and recommended the Current Action for approval to the holders having the power to vote with respect to
the Common Stock.
On October 3, 2014, the Majority Stockholders, consisting of John Salerno 5,000,000 shares, Elisa Luqman
5,000,000 shares, Mehul Mehta 2,450,000 shares, Richard Schmidt 1,000,000 shares and Muhammad Luqman
785,000 shares, approved the Current Action by written consent in lieu of a meeting in accordance with Delaware
law. Accordingly, your consent is not required and is not being solicited in connection with the approval of the
Current Action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
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INFORMATION STATEMENT
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board believes that the Current Action is in the best interest of the Company and the Stockholders as
the creation of the Preferred Stock will afford the Company greater flexibility in seeking capital and potential
acquisition targets. No assurance can be given that any of the foregoing will ultimately be proven to be correct.
The Board approved the Current Action on September 25, 2014 and the Majority Stockholders approved
the Current Action on October 3, 2014.
ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material aspects of the actions approved by
the Board and the Majority Stockholders.
AMENDMENT OF ARTICLES OF INCORPORATION
AUTHORIZED COMMON STOCK INCREASE AND CREATION OF PREFERRED STOCK
On September 25, 2014, the Board unanimously approved an amendment to our Articles to increase the
number of shares of Common Stock which the Company is authorized to issue to Three Hundred Million
(300,000,000) shares of Common Stock, $0.001 par value per share, and to create a new class of stock entitled
“preferred stock” (together, the “Capitalization Amendments”). The Capitalization Amendments create provisions in
our Articles of Incorporation, which allows the voting powers, designations, preferences and other special rights,
and qualifications, limitations and restrictions of each series of preferred stock to be established from time to time by
the Board without approval of the stockholders. No dividend, voting, conversion, liquidation or redemptions rights
as well as redemption or sinking fund provisions are yet established with respect to our preferred stock.
The Board believes that the Authorized Common Stock Increase will afford the Company greater
flexibility in seeking capital and potential acquisition targets. The Board has no immediate plans, understandings,
agreement or commitments to issue shares of Common Stock for any purposes.
The Board believes that the availability of authorized but unissued shares of Preferred Stock will provide us
with the flexibility to issue such securities for a variety of corporate purposes, such as, to make acquisitions through
the use of stock, to raise equity capital or to reserve additional shares for issuance under such plans and under plans
of acquired companies. The Board believes that the creation of preferred stock would facilitate our ability to
accomplish these businesses and financial objectives in the future without the necessity of delaying such
activities for further shareholder approval, except as may be required in particular cases by our Articles
of Incorporation, applicable law or the rules of any stock exchange or national securities association trading system
on which the our securities may then be listed. The Board has no immediate plans, understandings, agreement or
commitments to issue Preferred Stock for any purposes.
Under our Articles, our shareholders do not have preemptive rights with respect to issuances of Common
Stock. Thus, should the Board elect to issue additional shares of Common Stock, existing Stockholders would not
have any preferential rights to purchase such shares. If the Board elects to issue additional shares of Common Stock,
such issuance could have a dilutive effect on the earnings per share, book value per share, voting power and
stockholdings of current Stockholders.
The Amended Certificate of Incorporation, giving effect to the Current Action, is attached as Exhibit A.
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ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and
Exchange Commission (the “Commission”). Reports and other information filed by the Company can be inspected
and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through the Electronic Data
Gathering, Analysis and Retrieval System (“EDGAR”).
OUTSTANDING VOTING SECURITIES
As of the date of the Consent by the Majority Stockholders, October 3, 2014, the Company had 26,583,990
shares of Common Stock issued and outstanding, and there were no shares of Preferred Stock issued and outstanding.
Each share of outstanding Common Stock is entitled to one vote on matters submitted for Stockholder approval.
On October 3, 2014, the holders of 14,235,000 shares (or approximately 54% of the 26,583,990 shares of Common
Stock then outstanding) executed and delivered to the Company a written consent approving the Current Action. As
the Current Action was approved by the Majority Stockholders, consisting of John Salerno 5,000,000 shares, Elisa
Luqman 5,000,000 shares, Mehul Mehta 2,450,000 shares, Richard Schmidt 1,000,000 shares and Muhammad
Luqman 785,000 shares, no proxies are being solicited with this Information Statement.
The DCGL provides in substance that unless the Company’s Articles provides otherwise, Stockholders
may take action without a meeting of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the Stockholders having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the Common Stock owned on
October 3, 2014 by (i) each person who is known by the Company to own beneficially more than 5% of its outstanding
Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group:
Shares Owned
Names and Address of Directors, Officers and 5% Stockholders (1)
Number
Percent
John Salerno, CEO President and Director
567 Pulaski Road
5,000,000
18.81%
Kings Park, NY 11754
Elisa Luqman, General Counsel and Director (2)
37 Harrison drive
5,785,000
21.76%
Northport, NY 11768
Mehul Mehta
2,450,000
9.22%
3 Taylor Drive
Glen Cove, NY 11542
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James Charles. Director
441,000
1.66%
33 Oyster Point
Greenport, NY 11944
George Dempster, Director
392,000
1.47%
All Directors and Officers as a Group
10,833,000
43.70%
(1) The persons named in this table have sole voting and investment power with respect to all shares of common
stock reflected as beneficially owned by each, except for Elisa Luqman who has sole voting and investment
power with respect to 5,000,000 shares of common stock .
(2) Elisa Luqman’s beneficially owned shares include her husband Muhammad Luqman who has voting and
investment power with respect to 785,000 shares as a 2.95% shareholder.
DISSENTER’S RIGHTS OF APPRAISAL
The Stockholders have no right under the DGCL, the Articles consistent with above or by-laws to dissent
from any of the provisions adopted in the Amendments.
EFFECTIVE DATE OF CURRENT ACTION
Pursuant to Rule 14c-2 under the Exchange Act, the Current Action shall not be effective until a date at
least twenty (20) days after the date on which the Definitive Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated hereby will be effected on or about the close of
business on November 10, 2014.
MISCELLANEOUS MATTERS
The entire cost of furnishing this Information Statement will be borne by the Company. The Company will
request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for
their reasonable charges and expenses in connection therewith. Our costs are estimated at approximately $4000.
The Board of Directors has fixed the close of business on October 3, 2014, as the record date (the “Record
Date”) for the determination of Stockholders who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and
Regulation 14C and Schedule 14C thereunder.
This Information Statement is being mailed on or about October , 2014 to all Stockholders of record as of
the Record Date.
Date: October , 2014
By Order of the Board of Directors
IGAMBIT INC.
/s/ John Salerno
John Salerno
Chief Executive Officer
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