0001213900-18-017225.txt : 20181212 0001213900-18-017225.hdr.sgml : 20181212 20181211191435 ACCESSION NUMBER: 0001213900-18-017225 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181212 DATE AS OF CHANGE: 20181211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCLOUD SYSTEMS, INC. CENTRAL INDEX KEY: 0001128725 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650963722 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-220812 FILM NUMBER: 181229785 BUSINESS ADDRESS: STREET 1: 331 NEWMAN SPRINGS ROAD STREET 2: BUILDING 1, SUITE 104 CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 561-988-1988 MAIL ADDRESS: STREET 1: 331 NEWMAN SPRINGS ROAD STREET 2: BUILDING 1, SUITE 104 CITY: RED BANK STATE: NJ ZIP: 07701 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS GROUP HOLDINGS INC DATE OF NAME CHANGE: 20090401 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS REALTY GROUP INC DATE OF NAME CHANGE: 20011002 FORMER COMPANY: FORMER CONFORMED NAME: I REALTYAUCTION COM INC DATE OF NAME CHANGE: 20001121 RW 1 rw121118_intercloud.htm REGISTRATION WITHDRAWAL REQUEST

InterCloud Systems, Inc.

1030 Broad Street, Suite 102

Shrewsbury, New Jersey 07702

December 11, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

InterCloud Systems, Inc.

Registration Statement on Form S-1

File No. 333-220812

Ladies and Gentlemen:

In accordance with Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), InterCloud Systems, Inc., a Delaware corporation (the “Company”), hereby respectfully requests the withdrawal of its Registration Statement on Form S-1 (Reg. No. 333-220812), together with all exhibits thereto (collectively, the “Registration Statement”), which originally was filed with the Securities and Exchange Commission (the “Commission”) on October 4, 2017. The Registration Statement has not been declared effective by the Commission, and no securities have been sold thereunder. Therefore, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.

Should you have any questions regarding this matter or need any additional information, please contact the Company’s legal counsel, Ali Panjwani of Pryor Cashman LLP, at (212) 326-0820.

		Very truly yours,

		/s/ Daniel Sullivan
		Daniel Sullivan
		Chief Accounting Officer