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Filing Details

Accession Number:: 0001144204-10-042007
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-08-06 13:00:00
Reporting Period:: 2010-07-02

Filing Date:: 2010-08-06
Accepted Time:: 2010-08-06 17:31:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1058027	Steelcloud Inc	SCLD.PK	Electronic Computers (3571)	541890464

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1488945	M. Edward Murchie	19441 Golf Vista Plaza Leesburg VA 20176		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2010-07-02	2,500,000	$0.07	0	No	4	S	Indirect	See Note

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Note

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Acquisiton	2010-07-02	90,000	$2.00	1,800,000	$0.10
Common Stock	Convertible Notes	Disposition	2010-07-02	500,000	$500,000.00	5,000,000	$0.10
Common Stock	Convertible Notes	Acquisiton	2010-07-02	570,000	$570,000.00	5,700,000	$0.10

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
90,000	2010-07-02	No	4	P	Indirect
0	2010-07-02	No	4	S	Indirect
0	2010-07-02	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	150,000	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Warrants	$0.15	2009-07-01	2013-07-01	382,813	382,813	Indirect
Common Stock	Warrants	$0.15	2009-11-04	2013-11-04	121,875	121,875	Indirect
Common Stock	Warrants	$0.15	2009-11-23	2013-11-23	182,813	182,813	Indirect
Common Stock	Warrants	$0.15	2010-03-31	2014-03-31	1,500,000	1,500,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2013-07-01	382,813	382,813	Indirect
2013-11-04	121,875	121,875	Indirect
2013-11-23	182,813	182,813	Indirect
2014-03-31	1,500,000	1,500,000	Indirect

Footnotes

The Reporting Person is the President and controlling shareholder of Caledonia Capital Corporation ("Caledonia"). In that capacity, he may be deemed to be the beneficial owner of securities of the Issuer owned by Caledonia for Section 16 reporting purposes. Caledonia was the legal and record owner of the 2,500,000 shares of the Issuer's common stock ("Common Stock") reported sold in Table 1 until July 2, 2010. On that date, Caledonia entered into an Exchange Agreement with the Issuer pursuant to which Caledonia exchanged 2,500,000 shares of Common Stock for 90,000 shares of the Issuer's Series A Preferred Stock ("Preferred Stock"). A copy of the Exchange Agreement is attached to the Issuer's Current Report on Form 8-K dated July 9, 2010.
Each share of Preferred Stock held by Caledonia is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of such Preferred Stock and the Common Stock issuable upon conversion of the Preferred Stock, except to the extent of his beneficial interest in Caledonia.
The Reporting Person is the President and controlling shareholder of Caledonia. In that capacity, he may be deemed to be the beneficial owner of securities of the Issuer owned by Caledonia for Section 16 reporting purposes. Caledonia was the legal and record owner of two convertible promissory notes of the Issuer with an aggregate principal balance of $500,000 (the "Old Caledonia Notes") until July 2, 2010. On that date, the Issuer issued a new convertible promissory note in the principal amount of $570,000 (the "New Caledonia Note"), in satisfaction of the Old Caledonia Notes. Copies of the definitive transaction agreements are attached to the Issuer's Current Report on Form 8-K dated July 9, 2010.
The New Caledonia Note is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of the New Caledonia Note and the Common Stock issuable upon conversion of the New Caledonia Note, except to the extent of his beneficial interest in Caledonia.
The Reporting Person is the President and controlling shareholder of Caledonia. In that capacity, he may be deemed to be the beneficial owner of securities of the Issuer owned by Caledonia for Section 16 reporting purposes. Caledonia is the legal and record owner of warrants exercisable for a total of 2,187,501 shares of Common Stock at $0.15 per share (subject to customary adjustments for stock splits and similar events). The Reporting Person disclaims beneficial ownership of such warrants and the Common Stock issuable upon conversion of such warrants, except to the extent of his beneficial interest in Caledonia.