ICLD InterCloud Systems Inc (CE)

Item 4.01. Changes in Registrant’s Certifying Accountant.

a) On May 3, 2016, InterCloud Systems, Inc., a Delaware corporation (the “Company”) dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s principal independent accountants, effective as of such date. The dismissal of Grant Thornton was approved by the Board of Directors of the Company.

During the Company’s fiscal year ended December 31, 2015 and the subsequent interim period through May 3, 2016, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreements in connection with its report. None of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K occurred during the period in which Grant Thornton served as the Company’s principal independent accountants.

In accordance with Item 304(a)(3), the Company has provided Grant Thornton with a copy of this disclosure and has requested that Grant Thornton furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. Upon receipt by the Company, a copy of the letter from Grant Thornton addressed to the U.S. Securities and Exchange Commission will be filed with an amendment to this Current Report on Form 8-K.

b) On May 3, 2016, WithumSmith+Brown, PC (“Withum”) was engaged as the Company’s new principal independent accountants to audit the Company’s financial statements for the fiscal year ended December 31, 2015. The engagement of Withum was approved by the Board of Directors of the Company.

During the Company’s fiscal years ended December 31, 2015 and 2014 and the subsequent interim period through May 3, 2016, the Company has not consulted with Withum regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and Withum did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.