On July 10, 2009, SteelCloud, Inc. ("SteelCloud") entered into an Asset Purchase Agreement (the "Agreement") with NCS Technologies, Inc., a Virginia corporation ("NCS"), pursuant to which SteelCloud agreed to sell to NCS, and NCS agreed to purchase from SteelCloud, all of SteelCloud's right, title and interest in and to the assets relating to SteelCloud's computer integration business. The purchase and sale transaction closed on July 10, 2009 (the "Closing Date").

The purchase price is $475,000, subject to post-closing adjustments as set forth in the Agreement. Of this amount, $150,000 was paid as a deposit and the remaining $325,000 is an earn-out amount, which is payable from and to the extent of revenue NCS receives during the three-year period after the Closing Date from certain existing and prospective clients, at a rate equal to 15% of the Net Sales Price (as defined in the Agreement) received by NCS from such clients. Any payments by NCS to SteelCloud are due on or before the 10th business day following the month in which NCS receives the payments from the client(s).

Pursuant to the Agreement, NCS also assumed the liabilities of SteelCloud relating to the purchased assets, including fulfillment obligations under customer purchase orders existing as of the Closing Date, and responsibilities to clients under the terms of existing warranties and existing contracts.

In addition, SteelCloud consigned to NCS certain filter inventory set forth in the Agreement, for a period of two years from the Closing Date. However, all ownership in and title to the consigned filter inventory and the intellectual property rights thereto remain vested in SteelCloud, until any such items are sold.

The Agreement contains standard representations and warranties for a transaction of this type. The terms of the transaction were the result of arm's length negotiations between SteelCloud and NCS. Prior to the completion of the transaction, neither SteelCloud nor any of its affiliates or officers, directors or their associates had any material relationship with NCS, other than in respect of the applicable material definitive agreements and the transactions contemplated therein and related thereto.

The foregoing summary of the terms of the Asset Purchase Agreement and the transactions in connection therewith, is qualified in its entirety by reference to the definitive transaction document, a copy of which is attached as an exhibit to this Current Report.

A copy of SteelCloud's press release announcing this event is attached hereto as Exhibit 99.1.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.01.

Item 9.01             Financial Statements and Exhibits.

(d)        Exhibits

Exhibit No.   Description
10.1          Asset Purchase Agreement dated July 10, 2009 by and
              between SteelCloud, Inc. and NCS Technologies, Inc.

99.1          Press Release issued by SteelCloud, Inc., dated July 16,
              2009, entitled, "SteelCloud Shifts Focus to SteelWorks®
              Mobile, Exits Integration Business"