Statement of Ownership (sc 13g)
July 12 2017 - 3:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
Intercloud
Systems, Inc.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
458488301
(CUSIP Number)
Mikhail
Gurevich
3 Fraser Lane
Westport, Connecticut 06880
(203) 293-8313
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July
11, 2017
(Date of Event which Requires Filing of
this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule
13d-1(b)
x
Rule 13d-1(c)
¨
Rule
13d-1(d)
*
The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 458488301
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13G
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Page 2 of 5 Pages
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Dominion Capital LLC
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
452571126
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2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting persons have rights under a series of convertible
notes to own an aggregate number of shares of the issuer’s common stock in an amount not to exceed 9.9% of the shares then
outstanding.
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
*
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO
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* On the day of the filing of this Schedule, the reporting
persons have rights under a series of convertible notes to own an aggregate number of shares of the issuer’s common
stock in an amount not to exceed 9.9% of shares then outstanding.
CUSIP No. 458488301
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13G
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Page 3 of 5 Pages
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Item 1.
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(a)
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Name of Issuer
Intercloud Systems, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
331 Newman Springs Road
Building 1, Suite 104
Red Bank, NJ 07701
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Item 2.
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(a)
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Name of Person Filing
Dominion Capital LLC
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(b)
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Address of the Principal Office or, if none, residence
3
Fraser Lane, Westport, Connecticut 06880
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(c)
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Citizenship
Connecticut limited liability company
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
458488301
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 458488301
|
13G
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Page 4 of 5 Pages
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Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned: 0
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(b)
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Percent
of class: 9.9%*
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote 0
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(ii)
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Shared
power to vote or to direct the vote None.
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(iii)
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Sole
power to dispose or to direct the disposition of 0
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(iv)
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Shared
power to dispose or to direct the disposition of None.
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* On the day of the filing of this Schedule, the reporting
persons have rights under a series of convertible notes to own an aggregate number of shares of the issuer’s common
stock in an amount not to exceed 9.9% of shares then outstanding.
Instruction
. For computations regarding securities
which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a
Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
¨
.
Instruction
. Dissolution of a group requires a response
to this item.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
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(b)
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The following certification
shall be included if the statement is filed pursuant to §240.13d-1(c):
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 458488301
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13G
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Page 5 of 5 Pages
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After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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July
11, 2017
Date
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DOMINION CAPITAL LLC
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/s/ Mikhail
Gurevich
Signature
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Mikhail
Gurevich / Managing Member
Name/Title
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/s/ Daniel Kordash
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Signature
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Daniel Kordash / Managing Member
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Name/Title
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