SecProbe.io

October 17, 2018
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
5000 Research Court, Suite 750
Suwanee, Georgia 30024
Re:AMERI Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 25, 2018
File No. 333-227011
Dear Mr. Kelton:
            We have limited our review of your amended registration statement to those issues we
have addressed in our 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 18, 2018 letter.
Amendment No. 1 to Form S-1 filed September 25, 2018
Private Placement, page 3
1.Please expand your response to prior comment 2 to clearly show us your calculations that
result in the number of shares registered for sale.  Also show us how the total number of
shares in the "Number of Shares Offered if No Adjustments are Made" column on page 35
was determined.
2.We note your response to prior comments 2 and 3.  It appears that the terms of the
unregistered transaction, including the terms of the warrants and the pre-funded warrants,
operate in substance to postpone until after effectiveness the determination of the number

 FirstName LastNameBrent  Kelton
 Comapany NameAMERI Holdings, Inc.
 October 17, 2018 Page 2
 FirstName LastName
Brent  Kelton
AMERI Holdings, Inc.
October 17, 2018
Page 2
of shares and the price per share to be issued to the selling stockholders.  Therefore, it
remains unclear why it is appropriate to register the shares that are not yet outstanding for
resale at this time.  Please revise, or provide us your analysis of relevant authority on
which you rely to conclude that the unregistered transaction is complete under these
circumstances.
Principal and Selling Stockholders, page 34
3.Please clarify the fourth bullet point in your response to prior comment 4 given that your
placement agent appears to be a selling stockholder.  Also, please expand your response
regarding short positions so that it is not limited to the period ending upon public
announcement of the unregistered transaction.
Incorporation of Information by Reference, page 40
4.We note your response to prior comment 5.  If you are eligible to incorporate by reference
and choose to do so, please list in the documents incorporated by reference all proxy or
information statements filed pursuant to Section 14 of the Exchange Act since December
31, 2017.
Signatures, page II-8
5.We note your response to prior comment 7.  Please include with your filing the power of
attorney that grants authority to the attorney-in-fact who signed your registration
statement
            Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso, Branch Chief, at
(202) 5513617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Adam W. Finerman, Esq.