UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 25, 2014

iGambit Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-53862

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

1050 W. Jericho Turnpike, Suite A

11787

Smithtown, New York

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (631) 670-6777

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective    as    of    November    24,    2014,    the    Certificate    of    Incorporation    of    iGambit    Inc.,    a    Delaware

Corporation   (the   “Company”),   was   amended to increase the total number of authorized   shares of the Company from

75,000,000   shares   to   three   hundred   million   (300,000,000)   shares,   consisting   of   two   hundred   million   (200,000,000)

shares   of   Common   Stock   with   a   par   value   of   one   tenth   of   one   cent   ($.001)   per   share,   and   one   hundred   million

(100,000,000)    shares    of    Preferred    Stock    par    value    of    one  tenth    of    one    cent    ($.001)  per    share,    having    such

designations,   preferences, relative and other rights as the   Board   of Directors shall, in   its   discretion, so designate (the

“Current   Action”).    The   increase   in   the   number   of   authorized   shares   of   the   Company’s   stock   and   the   creation   of   a

preferred   class   of   stock   was   effected   pursuant   to   a   Certificate   of   Amendment   to   Certificate   of   Incorporation   (the

“Certificate of Amendment”) filed   with the   Secretary of State of the State of   Delaware on November    24, 2014. The

Certificate   of   Amendment   was   approved   by the   Company’s   stockholders   on   October   3,   2014   by   written   Consent   in

lieu of a meeting in accordance with Delaware Corporate General Law (DCGL), as  further described in Item 5.07 of

this   Current   Report   of   Form   8-K.   A   copy   of   the   Certificate   of   Amendment   is   attached   as   Exhibit 3.1   hereto   and   is

incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

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.     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.  The  company  delivered  an  Information  Statement  to  its  stockholders  on

October 29, 2014.

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.




Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Date:  November 25, 2014

iGambit Inc.

By:

/s/    John Salerno

John Salerno

Chief Executive Officer



Exhibit Index

Exhibit No.      Description

3 .1

Certificate of Amendment to Certificate of Incorporation dated November 24, 2014.



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