November 13, 2018

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Ransom:

On behalf of InterCloud Systems, Inc., a Delaware corporation (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in your letter dated October 23, 2018 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Form 10-K”) filed by the Company with the SEC on April 17, 2018 and the Company’s Form 10-Q for the Quarterly Period ended June 30, 2018 filed with the SEC on August 14, 2018. The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.

Form 10-K for the Fiscal Year Ended December 31, 2017

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 36

1. Please tell us why you did not discuss the loss on disposal of subsidiary, the loss on extinguishment of debt and change in fair value of derivative instruments in your discussion of results of operations. Refer to Item 303(A)(3) of Regulation S-K.

Response: The Company inadvertently did not include a specific discussion of loss on disposal of subsidiary, but did include a discussion of the gain on change in fair value of derivative instruments and loss on extinguishment of debt on page 40 under the heading Net cash used in operating activities. The Company will make the requested changes on a prospective basis by including a section in Management's Discussion and Analysis of Financial Condition and Results of Operations. The section will be Other income (loss) and describe the components which are included there. The disclosure in other income (loss) would be as follows:

During the year ended December 31, 2017, the other (loss) increased to a loss of $(27,582) from a loss of $(8,076) in the year ended December 31, 2016. Change in fair value of derivative instruments decreased from a gain of $17,545 in the year ended December 31, 2016 to a gain of $3,530 for the year ended December 31, 2017. This decrease was a result of changes in outstanding debt combined with changes in the inputs used to calculate derivative values. Loss on disposal of subsidiary increased to a loss of $13,061 in the year ended December 31, 2017 from a loss of $326 in the 2016 period. This was caused by the disposal of multiple subsidiaries during 2017, compared to 2016. During 2017, the Company sold its AW Solutions subsidiary which was included in the Company’s application and infrastructure segment, along with its SDN and Highwire divisions of ADEX, which were included in the professional services segment, both of which are continuing segments. . Loss on extinguishment of debt, net decreased from a loss of $9,597 in the year ended December 31, 2016 to $8,857 in the year ended December 31, 2017. This decrease was a result of, a gain of $1,800 on exchange of debt to preferred stock in 2017, which offset the loss on extinguishment of debt pursuant to modifications of existing debt agreements and the conversion of notes payable to common stock, of $10,657

2. Gross profit represents a non-GAAP financial measure since the measure excludes depreciation and amortization. Please include:

Also, the use of titles or descriptions of non-GAAP financial measures should not be the same as, or confusingly similar to, titles or descriptions used for GAAP financial measures. Please revise the title of this non-GAAP financial measure in future filings. Please refer to Item 10(e) of Regulation S-K.

Response: The depreciation recorded on the Company’s statement of operations is not related to cost of revenues. The depreciation is related to assets used in the general and administrative functions of the company and is not used to generate revenue. The depreciable assets are primarily vehicles, software, computer and office equipment utilized in general and administrative functions. Management does not believe that it is presenting a non-GAAP financial measure. Management will revise the title of the non-GAAP financial measure in future filings.

Exhibit Index, page 57

3. Please tell us why you did not file a consent from you auditors related to December 31, 2017 financial statements incorporated by reference into Form S-8 filed March 13, 2018.

Response: The Company inadvertently did not include the required consent. The consent is included in this response.

Consolidate Financial Statements

Consolidated Statements of Operations, page F-5

4. We note you exclude depreciation and amortization from cost of revenue. Therefore, gross profit represents a non-GAAP financial measure that should not be presented on the face of the statement. Please revise. Refer to Item 10(e)(1)(ii)(C) of Regulation S-K. In addition, in order to avoid placing undue emphasis on "cash flow," depreciation and amortization should not be positioned in the income statement in a manner which results in reporting a figure for income before depreciation. As such, the description of the cost of revenue line item should be revised to read somewhat as follows: "Cost of revenue (exclusive of depreciation shown below)." Please refer to SAB Topic 11:B.

Response: The depreciation recorded on the Company’s statement of operations is not related to cost of revenues. The depreciation is related to assets used in the general and administrative functions of the company and is not used to generate revenue. The depreciable assets are primarily vehicles, software, computer and office equipment utilized in general and administrative functions. The Company will make the requested change on a prospective basis.

5. Please explain to us in detail how you computed the weighted average number of common shares outstanding for each year presented.

Response: The Company computes the weighted average number of common shares outstanding by determining how much of a period a given transaction covered. For example, if the Company were to issue 200,000 shares on July 1, these shares would be outstanding for six out of twelve months. These shares would account for 100,000 shares in the calculation of the weighted average number of common shares outstanding for the year ended December 31.

There was an error in presentation in the 2016 year. The calculation was done correctly, however, when it was entered into the formula, instead of entering [104,866], 1,049,866 was entered incorrectly. The file with the calculation of weighted average number of shares is included.

In the Form 10-K for the year ended December 31, 2017, the calculation for the year ended December 31, 2017 is correct as presented. For the year ended December 31, 2016, the presentation should have been as follows:

Note 11 Term Loans, page F-33

6. Please reconcile for us the gain (loss) on extinguishments of debt disclosed on pages F-33 through F-48 with the gain (loss) on extinguishment of debt, net disclosed in the statements of operations for the years presented.

Response: The Company has attached a reconciliation schedule to this response which shows the amounts recorded as gain (loss) on extinguishment of debt on the statement of operations and reconciles that to the footnote disclosure on pages F-33 through F-48. The amounts of gain (loss) on debt extinguishment included amounts related to the conversion of debt and warrants to preferred stock, which was not included in the debt footnote, but was included in Note 18 Preferred stock footnote on page F-80. The enhanced disclosure would read as follows:

London Bay – VL Holding Company LLC November 17, 2017 Amendment

On November 17, 2017, the Company amended a convertible promissory note originally issued to London Bay – VL Holding Company LLC on October 9, 2014. The amendment extended the maturity date to October 9, 2018. The amended note is in the principal amount of $2,003 and does not accrue interest. The note is convertible at 95% of the average of the three lowest prices during the 5 days preceding conversion (refer to Note 12, Derivative Instruments, for further detail on the derivative features associated with the amended note). The Company accounted for the amendment according to ASC Topic 470-50. As a result of the amendment, the Company recorded a loss on extinguishment of debt of $282 for the year ended December 31, 2017.

On December 8, 2017, the holder of the amended note assigned $600 of principal to RDW Capital LLC (refer to the “RDW December 8, 2017 9.9% Convertible Promissory Note” section of this note for further detail).

During the year ended December 31, 2017, the investor who holds the amended note did not convert any principal or accrued interest into shares of the company’s common stock.

WV VL Holding Corp November 17, 2017 Amendment

On November 17, 2017, the Company amended a convertible promissory note originally issued to WV VL Holding Corp on October 9, 2014. The amendment extended the maturity date to October 9, 2018. The amended note is in the principal amount of $2,005 and does not accrue interest. The note is convertible at 95% of the average of the three lowest prices during the 5 days preceding conversion (refer to Note 12, Derivative Instruments, for further detail on the derivative features associated with the amended note). The Company accounted for the amendment according to ASC Topic 470-50. As a result of the amendment, the Company recorded a loss on extinguishment of debt of $462 for the year ended December 31, 2017.

JGB (Cayman) Waltham Ltd. Senior Secured Convertible Debenture

The disclosure was correct, however the Company inadvertently used an incorrect number for the loss, the correct number is shown below.

The Company accounted for the assignment of debt in accordance with ASC Topic 470-50. Because of the extinguishment, the Company recorded a loss on extinguishment of debt of $4,725 on the consolidated statement of operations for the year ended December 31, 2017. In addition, the Company re-valued the derivative features (refer to Note 12, Derivative Instruments, for additional information on this transaction).

RDW October 12, 2017 9.9% Convertible Promissory Note

On October 12, 2017, Frank Jadevaia, former owner of IPC, assigned $400 of his outstanding promissory notes to RDW. The new note is in the principal amount of $400, bears interest at the rate of 9.9% per annum, and matures on September 27, 2018. The note is convertible at the lower of (i) $4.00 or (ii) 75% of the lowest VWAP over the twenty trading days prior to the date of conversion (refer to Note 12, Derivative Instruments, for further detail on the derivative features associated with the RDW October 12. 2017 9.9% convertible note). The Company accounted for the extinguishment according to ASC Topic 470-50. As a result of the extinguishment, the Company recorded a loss on extinguishment of debt of $308 for the year ended December 31, 2017.

RDW December 8, 2017 9.9% Convertible Promissory Note

On December 8, 2017, London Bay – VL Holding Company LLC assigned $600 of an outstanding promissory note to RDW. The new note is in the principal amount of $600, bears interest at the rate of 9.9% per annum, and matures on December 8, 2018. The note is convertible at the lower of (i) $4.00 or (ii) 65% of the lowest VWAP over the twenty trading days prior to the date of conversion (refer to Note 12, Derivative Instruments, for further detail on the derivative features associated with the RDW December 8. 2017 9.9% convertible note). The Company accounted for the extinguishment according to ASC Topic 470-50. As a result of the extinguishment, the Company recorded a loss on extinguishment of debt of $803 for the year ended December 31, 2017.

7. It appears that the debt discount related to the Forward Investments, LLC convertible feature disclosed in the 2nd paragraph on page F-50 exceeded to aggregate amount of convertible loans disclosed in the first paragraph. Please tell us how you accounted for the fair value of the embedded conversion feature in excess of the convertible loans.

Response: During the preparation of the Form 10-K for the year ended December 31, 2017, the Company inadvertently excluded descriptions from previous periods of certain notes payable from Note 12 Derivative financial Instruments, the correct descriptions were included in Note 11 Term Loans on page F-47. The description of the Forward Investments LLC convertible note that was included on page F-50 only included two of the notes, which caused the amounts to appear incorrect. The disclosure should have been:

During the years ended December 31, 2012, 2013 and 2014, Forward Investments LLC made convertible loans to the Company for working capital purposes in various amounts totaling $6,475. The fair value of the embedded conversion feature at the date of issuance was $8,860. The Company recorded a debt discount of $6,475 and a loss on debt discount of $2,385. The debt discount is being amortized over the life of the loans. The Company used a Monte Carlo simulation on the date of issuance to determine the fair value of the embedded conversion feature.

Exchange of term loan and Employee Warrants for Preferred Stock, page F-80

8. Please provide us with the journal entries used to record the October 12, 2017, November 10, 2017 and December 1, 2017 transactions. Please tell us the line item in the statement of operations where any related gain or loss was recorded on the exchanges and conversions and how you determined the fair value of the Series K, L and M preferred shares. We note your disclosure of the initial value of the conversion features and the subsequent change in the fair value for those derivative instruments for year ended December 31, 2017 recorded on page F-65.

Response: The entry the Company used to record the October 12, 2017 transaction for Series L preferred stock was as follows:

The entry the Company used to record the November 10, 2017 transaction for Series K preferred stock was as follows:

The entry the Company used to record the December 1, 2017 transaction for Series M preferred stock was as follows:

The Company recorded the related gain or loss on the exchanges in the statement of operations line item “Gain (loss) on extinguishment of debt.” There were no conversions on any of these classes of preferred stock during the year ended December 31, 2017.

Note 18 Preferred Stock, page F-80

9. Please disclose the nature of the redemption features related to the Series K and L preferred shares and why amounts are not currently redeemable. Additionally, please disclose the features of the Series M preferred shares that lead you to classify amounts as liabilities as opposed to equity.

Response:

The certificate of designations of Series L provides for the following:

The certificate of designations of Series K is similar to the Series L with the exception that the remaining Series K preferred shares automatically convert in the Company’s common stock on the fifth-year anniversary of its issuance.

Pursuant to ASC 480-10-20 (Distinguishing Liabilities from Equity-Overall Glossary), there is no definition of redemption but there is a definition of mandatory redeemable financial instrument, which is as follows: “ Any of various financial instruments issued in the form of shares that embody an unconditional obligation requiring the issuer to redeem the instruments by transferring its assets at a specified or determinable date or upon an event that is certain to occur.” Additionally, pursuant to ASC 480-10-25-4 (Distinguishing Liabilities from Equity-Recognition), “a mandatory redeemable financial instrument shall be classified as a liability unless the redemption is required to occur only upon the liquidation or termination of the reporting entity. Accordingly, the Company believes that a redemption clause is an unconditional obligation requiring the issuer to redeem the instruments by transferring its assets at a specified or determinable date or upon an event that is certain to occur unless the redemption is required to occur only upon the liquidation or termination of the reporting entity.

The Company is under no obligation to transfer its assets unless the redemption is required to occur upon liquidation. Based on its interpretation of redemption for financial reporting purposes, the Company does not believe that the Series L preferred shares has redemption features.

The Series K and L preferred shares do not have explicit redemption features. However, as these series of instruments are convertible into common stock at a percentage of market the Company cannot assert it has the ability to settle in shares pursuant to the equity classification guidance in ASC 815-40-25. If share settlement cannot be assured, ASC 815-40-25 presumes that cash settlement will be required, and therefore the preferred stock instruments should be within the scope of redeemable equity guidance. Accordingly, we have these instruments classified as mezzanine. Further, the Company does not believe it is probable that we will not have such shares as needed, thus we concluded it was not probable of becoming redeemable (nor actually redeemable). The Company re-evaluates the probability that such preferred stock would become redeemable each reporting period.

In relation to your request to enhance disclosure, the Company plans to enhance the existing disclosure in Note 18 on a prospective basis as follows:

On November 10, 2017, the Board of Directors designated 3,000 shares of the Company’s authorized preferred stock, with a par value of $0.0001 per share, as Series K preferred stock. The Series K preferred stock has a stated value of $10,000 per share. The Series K preferred stock is convertible into common stock of the Company at the lower of $3.00 or 95% of the weighted average trading price for the five days prior to conversion. The Series K preferred stock has a liquidation preference equal to $10,000 per share. There are no dividends on the Series K preferred stock. 1,512 shares of the Series K preferred stock were issued and outstanding as of December 31, 2017. Due to the variable conversion feature, the Company cannot assert it would have sufficient authorized, but unissued shares to settle all future conversion requests and as such the Series K is deemed to be conditionally redeemable. and is classified as temporary equity in the consolidated balance sheet.

On October 12, 2017, the Board of Directors designated 1,000 shares of the Company’s authorized preferred stock, with a par value of $0.0001 per share, as Series L preferred stock. The Series L preferred stock has a stated value of $10,000 per share. The Series L preferred stock is convertible into common stock of the Company at 105% of the weighted average trading price for the five days prior to conversion. The Series L preferred stock has a liquidation preference equal to $10,000 per share. There are no dividends on the Series L preferred stock. 227 shares of the Series L preferred stock were issued and outstanding as of December 31, 2017. Due to the variable conversion feature, the Company cannot assert it would have sufficient authorized, but unissued shares to settle all future conversion requests and as such the Series L is deemed to be conditionally redeemable and is classified as temporary equity in the consolidated balance sheet.

The Series M preferred stock is convertible into common stock of the Company at 105% of the weighted average trading price for the five days prior to conversion. The Series M preferred stock has a stated value of $10,000 but no other features such as liquidation privileges or dividends. Thus, at its essence, the Series M preferred stock represents an unconditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on a fixed monetary amount known at inception. Such an instrument, under ASC 480-10-25-14, requires liability treatment as it is in effect stock settled debt.

In relation to your request to enhance disclosure, the Company plans to enhance the existing disclosure in Note 18 on a prospective basis as follows:

On December 1, 2017, the Board of Directors designated 500 shares of the Company’s authorized preferred stock, with a par value of $0.0001 per share, as Series M preferred stock. The Series M preferred stock has a stated value of $10,000 per share, no liquidation privilege and no dividend feature. The Series M preferred stock is convertible into common stock of the Company at a conversion price equal to 105% of the weighted average trading price for the five days prior to conversion. As such, the Series M represents an unconditional obligation to transfer a variable number of shares, where the monetary value of the obligation is based solely or predominantly on a fixed monetary amount known at inception and accordingly is classified as a liability in the consolidated balance sheet. As of December 31, 2017, 386 shares of the Series M preferred stock were issued and outstanding.

The Company notes our disclosure in the Form 10-K reviewed by the Commission inadvertently stated the Series M had a liquidation preference of $10,000. The Company does not believe this inadvertent error is material and such language will be corrected on a prospective basis.

Note 22 Subsequent Events, page F-87

10. You disclose transactions related to Dominion Capital, JGB Waltham and RDW on page F-89 as subsequent events but they appear to be transactions for the year ended December 31, 2017 based on the dates noted in your disclosure. Please advise or revise.

Response: The Company inadvertently referred to certain subsequent event conversions as taking place during 2017 when they took place during 2018. This relates to the following conversions discussed in the Subsequent Events footnote:

The Company does not feel that this inadvertent error is material to a reader of the financial statements.

Form 10-Q for the Quarterly Period Ended June 30, 2018

Item I. Financial Statements

Notes to Consolidated Financial Statements Revenue Recognition, page 7

11. Please tell us in detail how you have applied the disclosure requirements in ASC 606-10- 50-1 through 21.

Response: Please find below our analysis of the application of the disclosure requirements of ASC 606-10-50-1 through 21. We note that while the Company did significantly address the disclosure requirements of ASC 606-10-50-1 through 21 in its notes to the financial statements for the period ended June 30, 2018, there were a few items that were inadvertently omitted. We respectfully submit that modifications to disclosures of the Company’s contracts with customers in the financial statements will be made in future filings:

Contract with customers (606-10-50-4)

All the Company’s recognized revenues are derived from contract with customers. The Company does not have other sources of revenue.

The Company does not have any contract assets. While the Company does incur credit losses on its receivables from customers that loss has not been significant historically.

The Company will emphasize in its future filings that it does not have other sources of revenues nor does it have contract assets.

Disaggregation of revenues (606-10-50-5 to 7)

The Company operated in one reportable segment, applications and infrastructure, during the period ended June 30, 2018. The Company is not aware of any disaggregated revenue disclosures presented outside of its financial statements or used by users of the Company’s financial statements.

The Company has made the following disclosures in its notes to the financial statements for the period ended June 30, 2018:

Applications and infrastructure service revenue is derived from contracted services to provide technical engineering services along with contracting services to commercial and governmental customers. The Company’s contracts provide that payment for the Company’s services may be based on either (i) direct labor hours at fixed hourly rates or (ii) fixed-price contracts. The services provided under the contracts are generally provided within one month. Occasionally, the services may be provided over a period of up to six months. The Company’s applications and infrastructure segment sometimes requires customers to provide a deposit prior to beginning work on a project. When this occurs, the deposit is recorded as deferred revenue and is recognized in revenue upon completion of the project.

The Company respectfully submits that its disclosure meets this section requirement.

Contract balances (606-10-50-8 to 11)

As previously mentioned, the Company does not have contract assets. It has accounts receivables and contract liabilities (deferred revenues), which are separately presented on the face of its balance sheet.

Its revenues recognized for the six-month period ended June 30, 2018 that was included in the contract liability balance at December 31, 2017 amounted to $3,209,170.

The Company performs its obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. Accounts receivable are recorded when the right to consideration becomes unconditional. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. The Company recognizes a contract asset when the Company transfers products or services to a customer and the right to consideration is conditional on something other than the passage of time. The Company recognizes a contract liability when it has received consideration, or an amount of consideration is due from the customer and the Company has a future obligation to transfer products or services.

A portion of the timing of payment for contracts with customers for application and infrastructure products and services is typically upfront (deposit). The Company recognizes revenues for such contracts upon completion. Therefore, deferred revenue is created when we receive deposits and is derecognized when it has no remaining performance obligations (upon completion of the project).

The only changes in the Company’s contract liabilities between measurement dates are the recognition of revenues included in the contract liability and deposits received from customers. No significant changes, such as those resulting from business combination, cumulative catch-up adjustments, impairment of a contract asset, or changes to time frames for a right to consideration to become unconditional or performance obligation to be satisfied occurred.

The Company recognizes that it should have disclosed the revenues recognized during the period ended June 30, 2018 that was included in the contract liability at January 1, 2018 and that it could have expanded on the typical timing of payment once there are no remaining performance obligations.

Performance Obligations (606-10-50-12 to 16)

The Company satisfies its obligations upon completion of service. There is a deposit due upfront, before commencement of work, and the remaining balance is generally due within 30 days of completion of service. The nature of the goods and services that the Company promised to transfer consists generally of infrastructure projects (e.g., cabling). The Company does not provide warranties except for warranties extended by the original manufacturer of the goods and does not offer any rights, refunds, or similar obligations.

The Company does not recognize revenues in a reporting period from performance obligations satisfied in previous months.

The Company believes that some of the aforementioned information should have been disclosed and that it will disclose it prospectively in future filings.

Transaction prices allocated to the remaining performance obligations (606-10-50-14)

As disclosed in its notes to the financial statements, the Company’s performance obligation has an original expected duration of less than a year.

The Company has fixed consideration in its contracts with customers.

The Company believes that its disclosures in the notes to the financial statements met this requirement.

Significant judgements in the application of the guidance (606-10-50-17)

At contract inception, the Company assesses the product or services, or bundles of products and services, obligated in the contract with a customer to identify each performance obligation within the contract, and then evaluates whether the performance obligations are capable of being distinct and distinct within the context of the contract. Products and services that are not both capable of being distinct and distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. The Company believes that historically, the products and services offered under its application and infrastructure segment are a single performance obligation.

The Company believes that the significant judgement in the application of the guidance should have been disclosed and that it will disclose it prospectively in future filings.

Determining the Transaction Price and the Amounts allocated to Performance Obligations (606-10-50-19 to 21

The Company’s contract with its customers do not include variable consideration (including those arising from an expectation from a customer based on the Company’s business practices or specific statements not explicitly stated in the contract), a significant financing component, non-cash consideration or a consideration payable to a customer, as contemplated in ASC 606-10-32-5 through 27. Additionally, since it considers its products and services offered under a single performance obligation, it does not have to allocate the amounts of the transaction price to separate performance obligations.

If the Staff has any questions with respect to the foregoing, please contact the undersigned at (973) 630-5472 or our counsel, M. Ali Panjwani or Eric M. Hellige of Pryor Cashman LLP at (212) 421-4100.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-223629) of InterCloud Systems, Inc. (the “Company”) of our report dated April 17, 2018 relating to the financial statements of InterCloud Systems, Inc. as of and for the year December 31, 2017, included in the Company’s Annual Report on Form 10-K.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, Utah

November 8, 2018

InterCloud Systems Inc.

common shares outstanding as of 12/31/2017

adjusted for 1:4 stock split