Amended Annual Report (10-k/a)
April 17 2019 - 2:10PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Fiscal Year Ended December 31, 2018
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 000-53862
IGAMBIT
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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11-3363609
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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1050
W. Jericho Turnpike, Suite A, Smithtown, New York 11787
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(
631) 670-6777
Securities
registered under Section 12(b) of the Act: None.
Securities
registered under Section 12(g) of the Act: common stock (title of class), $0.001 par value.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐ No ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of the chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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):
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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(Do not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the act):
Yes ☐ No ☒
As
of June 30, 2018, the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing sale prices
of such shares on the OTCQB Market on June 30, 2018) was approximately $2.873 million. For purposes of calculating the aggregate
market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except
for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders,
we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such
stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions
should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in
fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further
information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference
in Part III, Item 12 of this Annual Report on Form 10-K.
At
April 16, 2019, the number of shares outstanding of the registrant’s common stock, $0.001 par value (the only class of voting
stock), was 315,587,519 and the number of shares outstanding of registrants preferred stock, $0.001 was 1,000.
The purpose
of this amendment on Form 10-K to iGambit Inc.’s Annual Report for the period ended December 31, 2018, filed with the Securities
and Exchange Commission on April 16, 2019, is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation
S-T. No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing
date of the Form 10-K, and does not reflect events that may have occurred subsequent to the original filing date, and does not
modify or update in any way disclosure made in the original Form 10-K.
Item
15. Exhibits, Financial Schedules
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Exhibit
No.
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Description
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31.1
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Certification
of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification
of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification
of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
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32.2
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Certification
of the Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall
not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
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101.INS
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XBRL
Instance Document
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101.SCH
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XBRL
Taxonomy Extension Schema Linkbase
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase
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SIGNATURES
In accordance
with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on April 17, 2019.
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iGambit, Inc.
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/s/ John Salerno
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John Salerno
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Chief Executive Officer
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/s/ Elisa Luqman
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Elisa Luqman
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Chief Financial Officer
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