SecProbe.io

Mail Stop 3030
March 6, 2017

Via E -mail
Giri Devanur
President and Chief Executive Officer
Ameri Holdings, Inc.
100 Canal Pointe Boulevard, Suite 108
Princeton, NJ  08540

Re: Ameri  Holdings, Inc.
Registration Statement on Form S -1
Filed February 7, 2017
  File No. 333 -215923

Dear Mr. Devanur :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. In connection with your disclosure throughout regarding the offered securities, please
address the following concerns:

 Whether the 2,666,666 shares offered by you underlie the 2,666, 666 warrants offered for
resale by the selling shareholders.
 If the shares offered for issuance by you do not  underlie the warrants offered by selling
security holders:
o you may only register the resale  of those shares by the warrant holders, not the
issuance, since the initial offer by you of those shares already commenced
privately in connection with the initial related warrant placement ; and

Giri Devanur
Ameri Holdings, Inc.
March 6, 2017
Page 2

 o you must also register the resale of the shares underlying the warrants, since they
are offered simultaneously with the warrants, and revise your fee table and other
disclosures accordingly.
 If the shares offered for issuance by you do underlie the warrants offered by selling
security holders:
o please make the connection clearer in your cover page, summary and elsewhere as
applicable
o clarify that the registered issuance of the underlying shares relates only to the
exercise of the related warrants by purchasers of the warrants in this offering, but
not by the selling shareholders.
 Consistent with the above items, clarify defin ed terms so that the securities offered and
their relation to each other is clear.  One example is “Original Warrants.”

Our Company , page 1

2. In light of your recent acquisition of all of your revenue -generating businesses, please
clarify how your current business relates to the use of the products described in the
second paragraph under this heading.  Specifically, if your revenues primarily derive
from the traditional consulting businesses of the acquired entities, please make this clear
and identify your  business plan as anticipatory in nature.

3. In this connection, please clarify in your summary any challenges presented by your need
to integrate each of your recently acquired businesses.

Recent and Proposed Acquisitions , page 4

4. Please provide the pro fo rma financial information required by Rule 8 -05 and Article 11
of Regulation S -X for all your acquisitions or explain to us why this is not required.

Letter of Intent, page 4

5. Please revise to provide the name of the SAP consulting services company th at is a party
to the proposed acquisition discussed in the first paragraph of page 4.  We also note that
you only disclose a single measure of Target’s 2016 financial results, revenue, which
might not provide a complete picture of their results of operatio ns.  Revise to disclose any
other pertinent amounts in order to provide a full understanding of Target’s 2016 results
of operations.

6. Please disclose your estimate of the total purchase price, including the number and value
of shares to be issued as part of your proposed acquisition and the amount of the
referenced promissory note.  Revise to include the financial statements and pro forma
information required by Rule s 8-04 and 8 -05 of Regulation S -X or explain to us the
reason that this is not required.

Giri Devanur
Ameri Holdings, Inc.
March 6, 2017
Page 3

 Acquisition of DC&M, page 4

7. Please describe the business of DC&M.

Use of Proceeds, page 27

8. Please clarify whether you intend to use any of the proceeds from the exercise of the
warrants to fund payments you may have to make in connection with recent or pending
acquisitions.

Description of Business, page  29

9. Please revise to explain industry jargon to an investor not in your business, such as
“technology white space,” and eliminate marketing language.

10. You make several qualitative and factual claims about your business, products and
service offerings where the basis for those claims is not clear from the disclosure.  One
example is your claim that “Innovative solutions emerging from our lab have won
international awards .”  Please revise to explain your basis or to identify the sta tement as
management ’s belief, as appropriate.

11. Please e xplain how you allocate responsibility/accountability to your customers between
you and your “subject matter technology specialists.”

Management ’s Discussion and Analysis  of Financial Condition and Results of Operations

Revenu es, pages 43 to 45

12. Please revise to provide a more specific explanation of the reason for the significant
increase in revenues each period, including the amount of the increase related to new
products, services or customers and the amount attributed to  each acquisition.  Refer to
the requirements of Item 303 of Regulation S -K.

Selling, g eneral and administrative expenses, page 43

13. Please revise to provide a more specific explanation of the reason for the significant
increase in SG&A expenses, includi ng the amount related to each acquisition, increased
corporate overhead and other factors.  The amount of any reorganization expenses
included in SG&A expenses should also be separately quantified and discussed.

Nonrecurring e xpenses , page 43

14. Please r evise to separately quantify and discuss the amounts included in  nonrecurring
expenses.  In addition, explain to us why  you believe these expenses are nonrecurring.

Giri Devanur
Ameri Holdings, Inc.
March 6, 2017
Page 4

 Unaudited Financial Statements of Ameri Holdings, Inc .

Unaudited Condensed Consolidated  Statements of Cash Flows, page F -4

15. We note your line item acquisition consideration payable.  Please confirm that these
amounts only contain cash payments in accordance with ASC 230 -10-45-13(b), and not
amounts attributable to equity issuances or amounts  owed or payable.  Please also clarify
why the amount for current period is a use of cash and for the prior period is a source of
cash.  Revise Note 3 to clarify how these amounts were determined.

16. Please explain to us why the purchase of intangible and  fixed assets in the investing
section of the statements of cash flows on page F -4 is a use in the current period and a
source in the prior period.  In addition, explain to us what the amount for goodwill
represents in the prior period.

Note 2:  Basis of  Presentation, page F -5

17. Please disclose your year -end, and clarify whether you previously changed your year -
end.

Note 3:  Business Combinations , page F -5

18. Please provide all of the applicable disclosures required by ASC 805 for each of your
acquisitions , including a summary of the purchase price and how this was determined, the
allocation of the purchase price to all assets and liabilities acquired, specific details of the
valuation of any intangible assets acquired and your related accounting treatment.
Disclose how any contingent consideration was determined and the related accounting
treatment for this consideration.  Provide the disclosures required by ASC 805 -30-50-1
and 50 -2 for each acquisition.  Also refer to the disclosure requirements of ASC 80 5-10-
50 and 20 -50.

19. We note you recognized September 1, 2015 as the effective date of your Bellsoft
acquisition when November 20, 2015 was the acquisition consummation date.  Please
explain to us the reason for using a different date for your accounting treatment and why
this is appropriate.

20. Please ensure that all of your date references are correct.  For example, on page F -6 the
reference to July 1, 2017 for the Bigtech acquisition does not appear correct and the
reference to July 22, 2015 for the Vir tuoso acquisition also does not appear correct.

21. You set forth on page 4 that your acquisitions of Bigtech and Virtuoso were not
significant and the filing does not include separate financial statements of these acquired
entities.  Please provide us your  supplemental computations of how you determined that

Giri Devanur
Ameri Holdings, Inc.
March 6, 2017
Page 5

 the requirements of Rule 8 -04 of Regulation S -X were not met for each of these
acquisitions.

Note 7:  Intangible Assets, page F -9

22. Please revise to provide all of the applicable disclosures required b y ASC 350 -30-50.  For
example, it does not appear that you have provided disclosures for major classes of
intangible assets.

Note 13:  Loan Agreement with Sterling National Bank, page F -12

23. Please provide all of the applicable disclosures required by Rule 5 -02(22) of Regulation
S-X, including the rates of interest and maturity dates related to your loan agreements.

Financial Statements of Ameri and Partners, Inc.

24. We note that Ameri  and Partners is your wholly owned subsidiary, and that its financial
statements are generally the same as your financial statements.  Please explain to us why
you have included these separate financial statements in the registration statement.  In
additio n, explain to us why the financial statements of Ameri Partners reference an
inception date of November 27, 2013.

Financial Statements of Bellsoft, Inc. and Subsidiaries

Financial Statements of DC&M Partners L.L.C

25. We note you have provided audited fi nancial statements of Bellsoft, Inc. and DC&M
Partners in the filing.  Please revise to include the interim financial statements of these
acquired entities required by Rule 8 -04(c) of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review  any amendment prior to the requested effective date of the registration
statement.

Giri Devanur
Ameri Holdings, Inc.
March 6, 2017
Page 6

 You m ay contact Michael Fay  at 202-551-3812  or Brian Cascio, Branch Chief, at 202 -
551-3676  if you have questions regarding comments on the financial statements and re lated
matters.  Ple ase contact me at 202 -551-3528  with any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Assistant Director
Amanda Ravitz

cc: Adam W. Finerman, Esq.
 Olshan  Frome Wolosky LLP