Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2016 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
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Form
10-K
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Form 20-F
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Form 11-K
x
Form 10-Q
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Form
10-D
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Form N-SAR
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Form N-CSR
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For Period Ended:
March 31, 2016
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
InterCloud Systems, Inc.
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Full Name of Registrant
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Genesis Group Holdings, Inc.
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Former Name if Applicable
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1030 Broad Street, Suite 102
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Address of Principal Executive Office
(Street and Number)
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Shrewsbury, NJ 07702
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City, State and Zip Code
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
x
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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¨
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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¨
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms
10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
The registrant is in the process of preparing
and reviewing the financial information and related disclosures of the registrant with respect to the fiscal period ended March
31, 2016. The registrant recently engaged a new auditor. The process of compiling and disseminating the information required to
be included in the Form 10-Q for the fiscal period ended March 31, 2016, as well as the new auditor’s completion of the required
review of the registrant's financial information and related disclosures with respect to such fiscal period, could not be completed
without incurring undue hardship and expense.
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Timothy A. Larkin, Chief Financial
Officer
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(732)
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898-6320
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes
x
No
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Form 10-K for the fiscal year ended December
31, 2015
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
o
Yes
x
No
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made.
InterCloud Systems, Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date
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May 17, 2016
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By
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/s/
Mark E. Munro
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Mark E. Munro
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Chief Executive Officer
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4
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