SecProbe.io

CORRESP
 1
 filename1.htm

 December
8, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 Enveric
 Biosciences, Inc.

 Registration
 Statement on Form S-3, as amended

 (File
 No. 333-290580)

 Acceleration
 Request

 Requested
 Date: December 8, 2025

 Requested
 Time: 4:30 p.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), Enveric Biosciences, Inc. (the "Company")
requests that the above-referenced Registration Statement (the "Registration Statement") be declared effective by the Securities
and Exchange Commission (the "Commission") at the "Requested Date" and "Requested Time" set forth
above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Commission.

 Please
call Adin J. Tarr of Greenberg Traurig, LLP at (602) 445-8058 to confirm the effectiveness of the Registration Statement or with any
questions.

 Very truly yours,

 Enveric Biosciences, Inc.

 By:
 /s/
 Joseph Tucker

 Name:
 Joseph Tucker, Ph.D.

 Title:
 Chief Executive Officer

September 30, 2025
Joseph Tucker, Ph.D.
Chief Executive Officer
Enveric Biosciences, Inc.
245 First Street, Riverview II, 18th Floor
Cambridge, MA, 02142
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-3
Filed September 29, 2025
File No. 333-290580
Dear Joseph Tucker Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Bradley J. Wyatt, Esq.

CORRESP
 1
 filename1.htm

 April
16, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE: Enveric
 Biosciences, Inc.
 Registration
Statement on Form S-3, as amended

 (File
 No. 333-280721)

 Acceleration
Request

 Requested
Date: April 17, 2025

 Requested
Time: 4:30 p.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), Enveric Biosciences, Inc. (the "Company")
requests that the above-referenced Registration Statement (the "Registration Statement") be declared effective by the Securities
and Exchange Commission (the "Commission") at the "Requested Date" and "Requested Time" set forth
above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Commission.

 Please
call Bradley Wyatt of Dickinson Wright PLLC at (602) 285-5036 to confirm the effectiveness of the Registration Statement or with any
questions.

 Very
 truly yours,

 Enveric
 Biosciences, Inc.

 By:
 /s/
 Joseph Tucker

 Name:
 Joseph
 Tucker, Ph.D.

 Title:
 Chief
 Executive Officer

CORRESP
1
filename1.htm

January
30, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

RE: Enveric
                                            Biosciences, Inc.

Registration
Statement on Form S-1, as amended

(File
No. 333-284277)

Acceleration
Request

Requested
Date: January 30, 2025

Requested
Time: 5:15 p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Enveric Biosciences, Inc. (the “Company”)
requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities
and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth
above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Commission.

Please
call Rasika A. Kulkarni of Dickinson Wright PLLC at (408) 701-6192 to confirm the effectiveness of the Registration Statement or with
any questions.

    Very truly yours,

    Enveric Biosciences, Inc.

    By:
    /s/
    Joseph Tucker

    Name:
    Joseph
    Tucker, Ph.D.

    Title:
    Chief
    Executive Officer

January 21, 2025
Joseph Tucker
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-1
Filed January 14, 2025
File No. 333-284277
Dear Joseph Tucker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Brad Wyatt, Esq.

December 19, 2024
Joseph Tucker
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N., Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 27, 2024
Dear Joseph Tucker:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Bradley Wyatt

CORRESP
1
filename1.htm

September
10, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N. E.

Washington, D. C. 20549

    RE:
    Enveric
    Biosciences, Inc.

    Registration
    Statement on Form S-1

    (File
    No. 333-281934)

    Acceleration
    Request

    Requested
    Date: September 11, 2024

    Requested
    Time: 4:30 p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Enveric Biosciences, Inc. (the “Company”)
requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities
and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth
above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Commission.

Please
call Bradley J. Wyatt of Dickinson Wright PLLC at (734) 623-1905 to confirm the effectiveness of the Registration Statement or with any
questions.

    Very
    truly yours,

    Enveric
    Biosciences, Inc.

    By:
    /s/
    Joseph Tucker

    Name:
    Joseph
Tucker, Ph.D.

    Title:
    Chief
    Executive Officer

September 9, 2024
Joseph Tucker, Ph.D
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N , Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-1
Filed September 4, 2024
File No. 333-281934
Dear Joseph Tucker Ph.D:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Adin J. Tarr

July 12, 2024
Joseph Tucker, Ph.D.
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-3
Filed July 8, 2024
File No. 333-280721
Dear Joseph Tucker Ph.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Bradley Wyatt, Esq.

CORRESP
1
filename1.htm

January
19, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Enveric
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    (File
    No. 333-276473)

Acceleration
Request

Requested
Date: January 22, 2024

Requested
Time: 4:30 p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Enveric Biosciences, Inc. (the “Company”)
requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities
and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth
above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Commission.

Please
call Bradley J. Wyatt of Dickinson Wright PLLC at (734) 623-1905 to confirm the effectiveness of the Registration Statement or with any
questions.

    Very truly yours,

    Enveric Biosciences, Inc.

    By:
    /s/
    Joseph Tucker

    Name:
    Joseph
    Tucker, PhD

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
January 16, 2024
Joseph Tucker
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-3
Filed January 11, 2024
File No. 333-276473
Dear Joseph Tucker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Adin J. Tarr, Esq.

CORRESP
1
filename1.htm

December
4, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

RE: Enveric
                                            Biosciences, Inc.

                                   Registration
                                   Statement on Form S-1

                                   (File
                                   No. 333-275380)

Acceleration
Request

Requested
Date: December 5, 2023

Requested
Time: 4:30 p.m., Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Enveric Biosciences, Inc. (the “Company”)
requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities
and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth
above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Commission.

Please
call Bradley J. Wyatt of Dickinson Wright PLLC at (734) 623-1905 to confirm the effectiveness of the Registration Statement or with any
questions.

    Very
    truly yours,

    Enveric
    Biosciences, Inc.

    By:
    /s/
    Joseph Tucker

    Name:
    Joseph
    Tucker, PhD

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
November 16, 2023
Joseph Tucker
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-1
Filed November 8, 2023
File No. 333-275380
Dear Joseph Tucker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brad Wyatt

United States securities and exchange commission logo
July 5, 2023
Kevin Coveney
Chief Financial Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, Florida 34103
Re:Enveric Biosciences, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-38286
Dear Kevin Coveney:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

June
8, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Frank
    Wyman

    Ibolya
    Ignat

    Re:

    Enveric
    Biosciences, Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2022

    Filed
    March 31, 2023

    File
    No. 001-38286

Ladies
and Gentlemen:

This
letter is submitted on behalf of Enveric Biosciences, Inc. (the “Company”) in response to a comment from the staff
(the “Staff”) of the Securities and Exchange Commission contained in the letter dated May 15, 2023 (the “Comment
Letter”) regarding the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2022 (the “Annual
Report”). In connection with this response to the Comment Letter, the Company is contemporaneously submitting via EDGAR an
amendment to the Annual Report, responding to the Staff’s comment in the Comment Letter (the “Amendment No. 1”).

The
following is the Company’s response to the Comment Letter. For your convenience, the Staff’s comment contained in the Comment
Letter has been restated below in its entirety in italic type, with the Company’s corresponding response set forth immediately
under such comment, including, where applicable, a cross-reference to the location of changes made in Amendment No. 1 in response to
the Staff’s comment. All page references in the response set forth below refer to page numbers in Amendment No. 1.

Form
10-K for Fiscal Year Ended December 31, 2022

Notes
to Consolidated Financial Statements

Note
1. Business and Liquidity and Other Uncertainties

Reverse
Stock Split, page F-9

    1.
    We
    note your disclosure that on July 14, 2022 you effected a 1-for-50 reverse stock split and that all historical and per share amounts
    reflected throughout your filing have been adjusted to reflect the reverse stock split. Please clarify whether the adjustments made
    to your historical 2021 financial statements, which were audited by Friedman LLP, have been audited by your current independent registered
    public accounting firm. Please advise and provide an updated audit report, as applicable. Refer to Section 4830 of the Division of
    Corporation Finance’s Financial Reporting Manual as well as the PCAOB Q&A on Adjustments to Prior-Period Financial Statements
    Audited by a Predecessor Auditor.

Haynes
                                       and Boone, LLP

    30
                                            Rockefeller Plaza | 26th Floor | New York, NY 10112

                                             212.659.7300
                                            | haynesboone.com

Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

June
8, 2023

Page
2

The
Company acknowledges the Staff’s comment and advises the Staff the Company has filed Amendment No. 1, which includes revised audit
reports in response to the Comment Letter. Please see pages F-1 through F-3 of Amendment No. 1.

Please
direct any questions or comments concerning this response to the undersigned at (212) 835-4823.

    Very
    truly yours,

    /s/
    Jayun Koo

    Jayun
    Koo, Esq.

    cc:
    Joseph
                                            Tucker, Enveric Biosciences, Inc.

    Kevin
    Coveney, Enveric Biosciences, Inc.

United States securities and exchange commission logo
May 15, 2023
Kevin Coveney
Chief Financial Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, Florida 34103
Re:Enveric Biosciences, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-38286
Dear Kevin Coveney:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Note 1. Business and Liquidity and Other Uncertainties
Reverse Stock Split, page F-9
1.We note your disclosure that on July 14, 2022 you effected a 1-for-50 reverse stock split
and that all historical and per share amounts reflected throughout your filing have been
adjusted to reflect the reverse stock split.  Please clarify whether the adjustments made to
your historical 2021 financial statements, which were audited by Friedman LLP, have
been audited by your current independent registered public accounting firm.  Please advise
and provide an updated audit report, as applicable.  Refer to Section 4830 of the Division
of Corporation Finance’s Financial Reporting Manual as well as the PCAOB Q&A on
Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor.

 FirstName LastNameKevin  Coveney
 Comapany NameEnveric Biosciences, Inc.
 May 15, 2023 Page 2
 FirstName LastName
Kevin  Coveney
Enveric Biosciences, Inc.
May 15, 2023
Page 2
            In closing, 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.
            You may contact Frank Wyman at 202-551-3660 or Ibolya Ignat at 202-551-3636 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Enveric
Biosciences, Inc.

4851
Tamiami Trail N, Suite 200

Naples,
FL 34103

August
9, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Jane Park

    Re:
    Enveric
    Biosciences, Inc.

Registration
Statement on Form S-3

Filed
on August 5, 2022

File
No. 333-266579 (the “Registration Statement”)

Request
for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Enveric Biosciences, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement, so that it may become effective at 5:00 p.m., Eastern Time, on August
11, 2022, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Jayun Koo, Esq. at (212) 835-4823.

    Very truly yours,

    ENVERIC BIOSCIENCES, INC.

    By:
    /s/ Joseph
    Tucker

    Joseph Tucker

    Chief Executive Officer

cc:
  Jayun Koo, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
August 9, 2022
Joseph Tucker, Ph.D.
Chief Executive Officer
Enveric Biosciences, Inc.
4851Tamiami Trail N, Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-3
Filed August 5, 2022
File No. 333-266579
Dear Dr. Tucker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jayun Koo, Esq.

CORRESP
1
filename1.htm

Enveric
Biosciences, Inc.

4851
Tamiami Trail N, Suite 200

Naples,
FL 34103

August
4, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Jennifer Angelini

    Re:
    Enveric
    Biosciences, Inc.

Registration
Statement on Form S-4, as amended

Filed
on June 22, 2021

File
No. 333-257272 (the “Registration Statement”)

Request
for Acceleration

Dear
Ms. Angelini,

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Enveric Biosciences, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement, so that it may become effective at 12:00 p.m., Eastern Time, on August
6, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    ENVERIC
    BIOSCIENCES, INC.

    By:

    /s/
    David Ian Johnson

    David
    Ian Johnson

    Chief
    Executive Officer and

    Chairman
    of the Board of Directors

    cc:
    Rick
    A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
July 8, 2021
David Johnson
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-3
Filed July 2, 2021
File No. 333-257690
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jennifer Angelini at 202-551-3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Rick A. Werner

CORRESP
1
filename1.htm

Enveric
Biosciences, Inc.

4851
Tamiami Trail N, Suite 200

Naples,
FL 34103

July
8, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Jennifer Angelini

Re: Enveric
                                            Biosciences, Inc.

Registration
Statement on Form S-3

Filed
on July 2, 2021

File
No. 333-257690 (the “Registration Statement”)

Request
for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Enveric Biosciences, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement, so that it may become effective at 5:00 p.m., Eastern Time, on July
9, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    ENVERIC
    BIOSCIENCES, INC.

    By:

    /s/
    David Ian Johnson

    David
    Ian Johnson

    Chief Executive Officer and

                                                         Chairman of the Board of Directors

  cc:
  Rick A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
June 25, 2021
David Johnson
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-4
Filed June 22, 2021
File No. 333-257272
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jennifer Angelini at 202-551-3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Rick A. Werner

CORRESP
1
filename1.htm

Enveric
Biosciences, Inc.

4851
Tamiami Trail N, Suite 200

Naples,
FL 34103

April
5, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention:
Effie Simpson

    Re:
    Enveric
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    Filed
    on February 16, 2021

    File
    No. 333-253196 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Enveric Biosciences, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement, as amended, so that it may become effective at 4:00
p.m., Eastern Time, on April 7, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    ENVERIC
    BIOSCIENCES, INC.

    By:
    /s/
    David Ian Johnson

    David
    Ian Johnson

    Chief
    Executive Officer and

    Chairman
    of the Board of

    Directors

    cc:
    Rick
    A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
February 19, 2021
David Johnson
Chief Executive Officer
Enveric Biosciences, Inc.
4851 Tamiami Trail N
Suite 200
Naples, FL 34103
Re:Enveric Biosciences, Inc.
Registration Statement on Form S-3
Filed February 16, 2021
File No. 333-253196
Dear Mr. Johnson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Effie Simpson at (202) 551-3346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Rick Werner

CORRESP
1
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November
10, 2020

By
Electronic Filing

United
States Securities and Exchange Commission

100
F Street N.E.

Washington
D.C. 20549

Attention:
Edward M. Kelly, Sherry Haywood, Andi Carpenter and Anne M. McConnell

    Re:
    AMERI Holdings, Inc.

    Pre-effective Amendment No. 4 to
    Registration Statement on Form S-4

    Filed October 22, 2020

    File
    No. 333-238742

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Ameri Holdings, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4 p.m. Eastern time on Thursday, November 12, 2020, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare
    the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    Brent
    Kelton

    cc:
    Richard
    Friedman

    Barry
    Kostiner

    Henoch
    Cohn

    Rick
    Werner

United States securities and exchange commission logo
November 9, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
Alpharetta, GA 30005
Re:AMERI Holdings, Inc.
Pre-effective Amendment 4 to Registration Statement on Form S-4
Filed November 9, 2020
File No. 333-238742
Dear Mr. Kelton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to these comments, we may have additional comments.
Pre-effective Amendment 4 to Registration Statement on Form S-4 filed November 9, 2020
Material U.S. Federal Income Tax Cconsequences Of The Offer, page 227
1.Please remove the disclosure on page 232 that "This discussion is for general information
only," "This summary is of a general nature only," and "This summary is not intended to
be, nor should it be construed to be, legal or tax advice to any particular Holder."  See
Staff Legal Bulletin No. 19 (CF).
Certain Material Canadian Federal Income Tax Consequences Of The Offer, page 233
2.Please remove "Certain" from the title and the term "principal" from the introductory
language of this section.  You also disclose that "This summary is of a general nature
only" and "This summary is not intended to be, nor should it be construed to be, legal or
tax advice to any particular Holder."  Investors are entitled to rely on the opinions as

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 November 9, 2020 Page 2
 FirstName LastName
Brent Kelton
AMERI Holdings, Inc.
November 9, 2020
Page 2
expressed.  Please revise this section throughout to remove these inappropriate disclaimers
and limitations on reliance.  Refer to Section III.D.1 of Staff Legal Bulletin No. 19 (CF).
Exhibit 8.1, page 1
3.Please have counsel remove the language "This opinion is intended for the benefit of
Ameri and may not be relied upon or utilized for any other purpose or by any other person
and may not be made available to any other person without our prior written consent."
Your legality opinion may not limit who can rely on the opinion.
Exhibit 8.2, page 2
4.The revised short form opinion states that the discussion in the proxy statement/prospectus
is accurate.  Since the short form opinion must state clearly that the discussion in the
proxy statement/prospectus is or constitutes the opinion of the named counsel, please have
counsel revise the opinion to state that the discussion in the proxy statement/prospectus is
or constitutes the opinion of the named counsel.  Please also have counsel remove the
language in the opinion that "These opinions are being delivered to you solely for the
purpose of being included as an exhibit to the Registration Statement and they are not to
be relied upon for any other purpose without our written consent."  Your legality opinion
may not limit who can rely on the opinion.
            You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or Anne M.
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard A. Friedman, Esq.

CORRESP
1
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November
10, 2020

By
Electronic Filing

United
States Securities and Exchange Commission

100
F Street N.E.

Washington
D.C. 20549

Attention:
Edward M. Kelly, Sherry Haywood, Andi Carpenter and Anne M. McConnell

    Re:
    AMERI
    Holdings, Inc.

    Pre-effective
    Amendment No. 4 to Registration Statement on Form S-4

    Filed
    November 9, 2020

    File
    No. 333-238742

Ladies
and Gentlemen:

We
are providing this response letter on behalf of AMERI Holdings, Inc. (the “Company”) with respect to
the Staff’s comment letter dated November 9, 2020, regarding the above-referenced Pre-effective Amendment No. 4 to Registration
Statement on Form S-4 (the “Registration Statement”), as amended by Amendment No. 5 to the Registration
Statement (the “Revised Filing”). This letter together with the changes reflected in the Revised Filing
respond to the Staff’s comments.

For
your convenience, the Staff’s comments have been reproduced below, followed by the Company’s response. All capitalized
terms used in this letter but otherwise not defined herein have the meanings ascribed to such terms in the Revised Filing.

Pre-effective
Amendment 4 to Registration Statement on Form S-4 filed November 9, 2020

Material
U.S. Federal Income Tax Consequences Of The Offer, page 227

    1.
    Please
    remove the disclosure on page 232 that “This discussion is for general information only,” “This summary
    is of a general nature only,” and “This summary is not intended to be, nor should it be construed to be, legal
    or tax advice to any particular Holder.” See Staff Legal Bulletin No. 19 (CF).

RESPONSE:
We respectfully advise the Staff that page 232 of the Revised Filing has been revised to remove disclaimers and limitations on
reliance in accordance with the Staff’s requests.

Certain
Material Canadian Federal Income Tax Consequences Of The Offer, page 233

    2.
    Please
    remove “Certain” from the title and the term “principal” from the introductory language of this section.
    You also disclose that “This summary is of a general nature only” and “This summary is not intended to be,
    nor should it be construed to be, legal or tax advice to any particular Holder.” Investors are entitled to rely on the
    opinions as expressed. Please revise this section throughout to remove these inappropriate disclaimers and limitations on
    reliance. Refer to Section III.D.1 of Staff Legal Bulletin No. 19 (CF).

RESPONSE:
We respectfully advise the Staff that the section entitled “Material Canadian Federal Income Tax Consequences Of The Offer,”
beginning on page 233 of the Revised Filing, has been revised to remove disclaimers and limitations on reliance in accordance
with the Staff’s requests.

Exhibit
8.1, page 1

    3.
    Please
    have counsel remove the language “This opinion is intended for the benefit of Ameri and may not be relied upon or utilized
    for any other purpose or by any other person and may not be made available to any other person without our prior written consent.”
    Your legality opinion may not limit who can rely on the opinion.

RESPONSE:
We respectfully advise the Staff that we have filed an updated version of the revised short form tax opinion as Exhibit 8.1 to
the Revised Filing, which has been further revised to remove the language in the opinion stating that “This opinion is intended
for the benefit of Ameri and may not be relied upon or utilized for any other purpose or by any other person and may not be made
available to any other person without our prior written consent.”

Exhibit
8.2, page 2

    4.
    The
    revised short form opinion states that the discussion in the proxy statement/prospectus is accurate. Since the short form
    opinion must state clearly that the discussion in the proxy statement/prospectus is or constitutes the opinion of the named
    counsel, please have counsel revise the opinion to state that the discussion in the proxy statement/prospectus is or constitutes
    the opinion of the named counsel. Please also have counsel remove the language in the opinion that “These opinions are
    being delivered to you solely for the purpose of being included as an exhibit to the Registration Statement and they are not
    to be relied upon for any other purpose without our written consent.” Your legality opinion may not limit who can rely
    on the opinion.

RESPONSE:
We respectfully advise the Staff that we have filed an updated version of the revised short form tax opinion as Exhibit 8.2 to
the Revised Filing, which has been further revised to state clearly that the disclosure in the tax consequences section of the
proxy statement/prospectus is the opinion of the named counsels and to remove the language in the opinion stating that “These
opinions are being delivered to you solely for the purpose of being included as an exhibit to the Registration Statement and they
are not to be relied upon for any other purpose without our written consent.”

Please
contact Barry Kostiner, the Chief Financial Officer of the Company, or me at 770-935-4152, if you have any questions about our
response.

    Very
    truly yours,

    Brent
    Kelton

    cc:
    Richard
    Friedman

    Barry
    Kostiner

    Henoch
    Cohn

    Rick
    Werner

CORRESP
1
filename1.htm

November
9, 2020

By
Electronic Filing

United
States Securities and Exchange Commission

100
F Street N.E.

Washington
D.C. 20549

Attention:
Edward M. Kelly, Sherry Haywood, Andi Carpenter and Anne M. McConnell

    Re:
    AMERI
    Holdings, Inc.

    Pre-effective
    Amendment No. 3 to Registration Statement on Form S-4

    Filed
    October 22, 2020

    File
    No. 333-238742

Ladies
and Gentlemen:

We
are providing this response letter on behalf of AMERI Holdings, Inc. (the “Company”) with respect to
the Staff’s comment letter dated November 5, 2020, regarding the above-referenced Pre-effective Amendment No. 3 to Registration
Statement on Form S-4 (the “Registration Statement”), as amended by Amendment No. 4 to the Registration
Statement (the “Revised Filing”). This letter together with the changes reflected in the Revised Filing
respond to the Staff’s comments.

For
your convenience, the Staff’s comments have been reproduced below, followed by the Company’s response. All capitalized
terms used in this letter but otherwise not defined herein have the meanings ascribed to such terms in the Revised Filing.

Pre-effective
Amendment 3 to Registration Statement on Form S-4 filed October 22, 2020

General

    1.
    Please
    revise the registration statement to include all information required by Form S-4, including completing all blanks, subject
    to applicable exemptions. Please advise us of your plans for the remaining blanks, including which, if any, blanks that you
    intend to leave in when you request acceleration of effectiveness.

RESPONSE:
We respectfully advise the Staff that we have revised the registration statement to include all information required by Form S-4,
including completing all blanks. The only blanks that remain relate to information that will be available following the record
date of November 11, 2020.

AMERI
Proposal 8 — Approval of the Bonus Shares Proposal, page 123

    2.
    Please
    disclose the section of the Securities Act or the rule of the Commission under which exemption from registration was claimed
    and the facts relied upon to make the exemption available for the restricted shares. Please also name the consultant, and
    describe the material terms of the agreement with the consultant.

RESPONSE:
We respectfully advise the Staff that, on page 123 of the Revised Filing, we have clarified that the restricted shares
have not yet been issued. We have disclosed the section of the Securities Act under which exemption from registration will
be claimed, when and if issued. We have also named the consultant and described the material terms of the agreement with the
consultant.

Unaudited
Pro Forma Condensed Combined Financial Statements, page 190

    3.
    We
    note that the resulting issuer will effect a reverse stock split at a ratio between 1 for 2 and 1 for 25 for its issued outstanding
    common stock. Please explain why the anticipated reverse stock split is not reflected in the pro forma financial statements
    and all other pro forma disclosures throughout the filing.

RESPONSE:
We respectfully advise the Staff that we did not reflect the potential reverse stock split in the pro forma financial statements
or other pro forma disclosures because there is currently no definitive plan to effect a reverse stock split immediately following
the completion of the Offer, and the decision whether to effect a reverse stock split will depend on the prevailing stock prices
at the time of the completion of the Offer. According to Sections 3220.3 and 3230.4 of the Division of Corporation Finance Financial
Reporting Manual, pro forma adjustments should give effect to events that are “directly attributable to each specific transaction”
and “factually supportable.” As noted in the Revised Filing, the purpose of effecting the reverse stock split would
be to proportionately increase the price of the Company’s common stock above $6.00 per share in order to meet certain listing
requirements of the securities exchange where the Resulting Issuer intends to list its common stock following the completion of
the Offer. As such, based on the trading price of the common stock at the time of the completion of the Offer, even if the Reverse
Stock Split Proposal is approved by the Company’s stockholders, a reverse stock split may not be needed following the completion
of the Offer, in which case the Company’s board of directors may not effect the reverse stock split. Accordingly, we do
not believe that the reverse stock split is directly attributable to the Offer or factually supportable, and therefore, we do
not believe it is appropriate to reflect the reverse stock split in the pro forma financial statements or other pro forma disclosures.

Financial
Statements - Jay Pharma

Report
of Independent Registered Public Accounting Firm, page F-2

    4.
    We
    note that the auditor’s consent filed as an exhibit in the current amendment refers to an incorrect amendment number.
    To the extent that the auditor’s consent in the next amendment refers to a specific amendment number, please ensure
    that it is the correct amendment number.

RESPONSE:
We respectfully advise the Staff that the auditor’s consent included in the Revised Filing includes a reference to the correct
amendment number.

Exhibits
8.1 and 8.2, page 1

    5.
    The
    company explains in the registration statement on page 227 that the disclosure is the opinion of counsel. If you elect to
    use a short form opinion, the short form opinions and the tax disclosure in the prospectus both must state clearly that the
    disclosure in the tax consequences section of the prospectus is the opinion of counsel. In this case, the short form tax opinions
    must state clearly that the disclosure in the tax consequences section of the proxy statement/prospectus is the opinion of
    the named counsels. Please have counsels revise the tax opinions. For guidance you may refer to Section III.B.2 of Staff Legal
    Bulletin No. 19 (CF) available on the Commission’s website.

RESPONSE:
We respectfully advise the Staff that the short form tax opinions included in Exhibits 8.1 and 8.2 have been revised to clearly
state clearly that the disclosure in the tax consequences section of the proxy statement/prospectus is the opinion of the named
counsels.

    6.
    Counsel
    discloses that the discussion in the proxy statement is the opinion of counsel. The short form opinion and the tax disclosure
    in the proxy statement/prospectus both must state clearly that the disclosure in the tax consequences section of the proxy
    statement/prospectus is the opinion of the named counsel. Please revise the disclosure in the tax consequences section of
    the proxy statement to state clearly that the disclosure is the opinion of the named counsel. For guidance you may refer to
    Section III.B.2 of Staff Legal Bulletin No. 19 (CF) available on the Commission’s website.

RESPONSE:
We respectfully advise the Staff that the disclosure in the tax consequences section of the proxy statement/prospectus
has been revised to state clearly that the disclosure is the opinion of the named counsel.

Please
contact Barry Kostiner, the Chief Financial Officer of the Company, or me at 770-935-4152, if you have any questions about our
response.

    Very
    truly yours,

    Brent
    Kelton

    cc:
    Richard
    Friedman

    Barry
    Kostiner

    Henoch
    Cohn

    Rick
    Werner

United States securities and exchange commission logo
November 5, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
Alpharetta, GA 30005
Re:AMERI Holdings, Inc.
Pre-effective Amendment 3 to Registration Statement on Form S-4
Filed October 22, 2020
File No. 333-238742
Dear Mr. Kelton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to these comments, we may have additional comments.
Pre-effective Amendment 3 to Registration Statement on Form S-4 filed October 22, 2020
General
1.Please revise the registration statement to include all information required by Form S-4,
including completing all blanks, subject to applicable exemptions.  Please advise us of
your plans for the remaining blanks, including which, if any, blanks that you intend to
leave in when you request acceleration of effectiveness.
AMERI Proposal 8 — Approval of the Bonus Shares Proposal, page 123
2.Please disclose the section of the Securities Act or the rule of the Commission under
which exemption from registration was claimed and the facts relied upon to make the
exemption available for the restricted shares.  Please also name the consultant, and
describe the material terms of the agreement with the consultant.

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 November 5, 2020 Page 2
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
November 5, 2020
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements. , page 190
3.We note that the resulting issuer will effect a reverse stock split at a ratio between 1 for 2
and 1 for 25 for its issued outstanding common stock.  Please explain why the anticipated
reverse stock split is not reflected in the pro forma financial statements and all other pro
forma disclosures throughout the filing.
Financial Statements - Jay Pharma
Report of Independent Registered Public Accounting Firm, page F-2
4.We note that the auditor's consent filed as an exhibit in the current amendment refers to an
incorrect amendment number.  To the extent that the auditor's consent in the next
amendment refers to a specific amendment number, please ensure that it is the correct
amendment number.
Exhibits 8.1 and 8.2, page 1
5.The company explains in the registration statement on page 227 that the disclosure is the
opinion of counsel.  If you elect to use a short form opinion, the short form opinions and
the tax disclosure in the prospectus both must state clearly that the disclosure in the tax
consequences section of the prospectus is the opinion of counsel.  In this case, the short
form tax opinions must state clearly that the disclosure in the tax consequences section of
the proxy statement/prospectus is the opinion of the named counsels.  Please have
counsels revise the tax opinions.  For guidance you may refer to Section III.B.2 of Staff
Legal Bulletin No. 19 (CF) available on the Commission's website.
Exhibit 8.3, page 3
6.Counsel discloses that the discussion in the proxy statement is the opinion of counsel. The
short form opinion and the tax disclosure in the proxy statement/prospectus both must
state clearly that the disclosure in the tax consequences section of the proxy
statement/prospectus is the opinion of the named counsel.  Please revise the disclosure in
the tax consequences section of the proxy statement to state clearly that the disclosure is
the opinion of the named counsel.  For guidance you may refer to Section III.B.2 of Staff
Legal Bulletin No. 19 (CF) available on the Commission's website.
            You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or Anne M.
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other
questions.
Sincerely,

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 November 5, 2020 Page 3
 FirstName LastName
Brent Kelton
AMERI Holdings, Inc.
November 5, 2020
Page 3
Division of Corporation Finance
Office of Manufacturing
cc:       Richard A. Friedman, Esq.

United States securities and exchange commission logo
November 2, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Rd, Suite 1306
Alpharetta, Georgia 30005
Re:AMERI Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 25, 2020
File No. 001-38286
Dear Mr. Kelton:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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October
22, 2020

By Electronic Filing

United States Securities and Exchange Commission

100
F Street N.E.

Washington
D.C. 20549

Attention:
Edward M. Kelly, Sherry Haywood, Andi Carpenter and Anne M. McConnell

    Re:
    AMERI
    Holdings, Inc.

    Pre-effective
    Amendment No. 2 to Registration Statement on Form S-4

    Filed
    September 17, 2020

    File No. 333-238742

Ladies
and Gentlemen:

We
are providing this response letter on behalf of AMERI Holdings, Inc. (the “Company”) with respect to
the Staff’s comment letter dated September 30, 2020, regarding the above-referenced Pre-effective Amendment No. 2
to Registration Statement on Form S-4 (the “Registration Statement”), as amended by Amendment No. 3
to the Registration Statement (the “Revised Filing”). This letter together with the changes reflected
in the Revised Filing respond to the Staff’s comments.

For
your convenience, the Staff’s comments have been reproduced below, followed by the Company’s response. All capitalized
terms used in this letter but otherwise not defined herein have the meanings ascribed to such terms in the Revised Filing.

Pre-effective
Amendment No. 2 to Registration Statement on Form S-4 filed September 17, 2020

Calculation
of Registration Fee Table, page i

    1.
    We
    note your response to prior comment 1. The aggregate number of shares of common stock disclosed in note (1) is 38,253,037;
    the number of shares of common stock to be registered is 38,253,057. Please reconcile the difference.

RESPONSE:
We respectfully advise the Staff that we have reconciled the disclosures regarding the number of shares of common stock in the
registration fee table. We note that, because we have calculated the number of shares based on an assumed Exchange Ratio that
is subject to change, and because certain components of convertible securities may change slightly based on the timing of the
completion of the Offer as well as the number of outstanding shares of Jay Pharma and Ameri as of the completion of the Offer,
the footnotes to the registration fee table include an estimated breakdown using approximated share numbers. However, the number
of shares of common stock to be registered is 54,000,000.

Letter
to the Stockholders of Ameri Holdings, Inc., page 1

    2.
    Please
    disclose the exchange ratio.

RESPONSE:
We respectfully advise the Staff that we have disclosed the assumed exchange ratio on page 1 of the Revised Filing, which assumes
that the Offer will be completed on December 31, 2020. Such assumed exchange ratio is subject to change, depending on the number
of outstanding shares of Jay Pharma and Ameri as of the completion of the Offer, as well as the actual date of completion
of the Offer. On pages 7 and 154 of the Revised Filing, we have included disclosure showing how the exchange ratio
may change based on the number of shares outstanding for Jay Pharma and the Resulting Issuer.

Summary
Term Sheet, page 1

    3.
    We
    note your disclosure that Alpha will acquire 3,542,441 common shares of Jay Pharma and warrants to purchase 3,542,441 common
    shares of Jay Pharma in connection with the $3.5 million private placement. On the cover page and page 22, the amount of the
    private placement is $3 million. Please correct this inconsistency.

RESPONSE:
We respectfully advise the Staff that we have reconciled the disclosures regarding the amount of the private placement on the
cover page and page 22 of the Revised Filing.

Comparative
Historical and Unaudited Pro Forma Per Share Data, page 56

    4.
    We
    note your response to prior comment 5. Given the structure of the transactions, including the reverse acquisition and the
    spin-off of Ameri, please disclose that you have not provided pro forma equivalent per share disclosures. Please also disclose
    the expected ownership interests in the Resulting Issuer of the historical shareholders of Ameri and Jay Pharma subsequent
    to the transactions.

RESPONSE:
We respectfully advise the Staff that we have included the requested disclosure on page 56 of the Revised Filing.

Unaudited
Pro Forma Condensed Combined Financial Statements, page 188

    5.
    We
    note your response to prior comment 9; however, based on your disclosures in note 5 on page 196, it is not clear to us how
    issuing 16,263,563 shares of resulting issuer common stock at $0.01 par value resulted in the adjustment of $128,080 to common
    stock. Please revise your adjustment.

RESPONSE:
We respectfully advise the Staff that we have updated note 5 on page 198 of the Revised Filing to reflect the corrected
par value.

    6.
    Refer
    to adjustment 7 on page 197. Given that the additional proceeds from the note are already reflected in Jay Pharma’s
    updated historical interim financial statements, it appears to us that your adjustment to cash is overstated by $500,000 and
    your adjustment to notes payable is understated by $500,000. Please clarify or revise your disclosures.

RESPONSE:
We respectfully advise the Staff that we have corrected Note 7 on page 199 of the Revised Filing to reflect the increase
in the note payable and decrease in cash.

Consolidated
Financial Statements, page F-1

    7.
    We
    note your response to prior comment 21; however, please also correct the as revised disclosures for total other assets and
    total assets as of December 31, 2019 in note 21 on page F-70.

RESPONSE:
We respectfully advise the Staff that we have corrected the revised disclosures on page F-70 of the Revised Filing.

Please
contact Barry Kostiner, the Chief Financial Officer of the Company, or me at 770-935-4152, if you have any questions about our
response.

    Very truly yours,

    Brent
    Kelton

    cc:
    Richard
    Friedman

    Barry
    Kostiner

    Henoch
    Cohn

    Rick
    Werner

CORRESP
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October
20, 2020

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3030

100 F Street, N.E.

Washington, D.C. 20549

Attention: Andi Carpenter and Anne McConnell

    Re:

    AMERI
    Holdings, Inc.

    Amendment
    No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2019

    Filed
    August 12, 2020

    File
    No. 001-38286

Ladies
& Gentlemen:

This
letter sets forth responses on behalf of AMERI Holdings, Inc., a Delaware corporation (the “Company”), to the comment
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in your letter dated October 6, 2020 (“Comment Letter”) regarding the Company’s Form 10-K for the Fiscal
Year Ended December 31, 2019, as amended (“Form 10-K”).

For
the convenience of the Staff, the comment from the Comment Letter corresponds to the numbered paragraph in this letter and is
restated prior to the response to the comment.

Notes
to the Financial Statements

Note
2 Summary of Significant Accounting Policies

Basis
of Presentation, page F-7

1.
Please refer to prior comment three. Your disclosure that certain information and note disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”) have been omitted is not appropriate. Please confirm to us and revise future filings to clarify that your annual
financial statements include all material information and note disclosures required by US GAAP.

Response:
We confirm to you and will revise future filings to clarify that our annual financial statements include all material information
and note disclosures required by US GAAP.

    Very
    truly yours,

    /s/
    Barry Kostiner

    Barry
    Kostiner

    Chief
    Financial Officer

cc:
Richard Friedman, Sheppard Mullin, Richter & Hampton LLP

United States securities and exchange commission logo
October 6, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Rd, Suite 1306
Alpharetta, Georgia 30005
Re:AMERI Holdings, Inc.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2019
Filed August 12, 2020
File No. 001-38286
Dear Mr. Kelton:
            We reviewed your amendment no. 1 to Form 10-K for the Fiscal Year Ended December
31, 2019 to respond to our comment letter and have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 30, 2020 letter.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2019
Notes to the Financial Statements
Note 2 Summary of Significant Accounting Policies
Basis of Presentation, page F-7
1.Please refer to prior comment three.  Your disclosure that certain information and note
disclosures normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America (“US GAAP”)
have been omitted is not appropriate.  Please confirm to us and revise future filings to
clarify that your annual financial statements include all material information and note
disclosures required by US GAAP.

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 October 6, 2020 Page 2
 FirstName LastName
Brent Kelton
AMERI Holdings, Inc.
October 6, 2020
Page 2

             You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-
3709 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 30, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
Alpharetta,GA 30005
Re:AMERI Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed September 17, 2020
File No. 333-238742
Dear Mr. Kelton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to these comments, we may have additional comments.
Pre-effective Amendment 2 to Registration Statement on Form S-4 filed September 17, 2020
Calculation of Registration Fee Table, page i
1.We note your response to prior comment 1.  The aggregate number of shares of common
stock disclosed in note (1) is 38,253,037; the number of shares of common stock to be
registered is 38,253,057.  Please reconcile the difference.
Letter to the Stockholders of Ameri Holdings, Inc., page 1
2.Please disclose the exchange ratio.
Summary Term Sheet, page 1
3.We note your disclosure that Alpha will acquire 3,542,441 common shares of Jay Pharma

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 September 30, 2020 Page 2
 FirstName LastName
Brent Kelton
AMERI Holdings, Inc.
September 30, 2020
Page 2
and warrants to purchase 3,542,441 common shares of Jay Pharma in connection with the
$3.5 million private placement.  On the cover page and page 22, the amount of the private
placement is $3 million.  Please correct this inconsistency.
Comparative Historical and Unaudited Pro Forma Per Share Data , page 56
4.We note your response to prior comment 5.  Given the structure of the transactions,
including the reverse acquisition and the spin-off of Ameri, please disclose that you have
not provided pro forma equivalent per share disclosures.  Please also disclose the expected
ownership interests in the Resulting Issuer of the historical shareholders of Ameri and Jay
Pharma subsequent to the transactions.
Unaudited Pro Forma Condensed Combined Financial Statements, page 188
5.We note your response to prior comment 9; however, based on your disclosures in note 5
on page 196, it is not clear to us how issuing 16,263,563 shares of resulting issuer
common stock at $0.01 par value resulted in the adjustment of $128,080 to common
stock.  Please revise your adjustment.
6.Refer to adjustment 7 on page 197.  Given that the additional proceeds from the note are
already reflected in Jay Pharma's updated historical interim financial statements, it appears
to us that your adjustment to cash is overstated by $500,000 and your adjustment to notes
payable is understated by $500,000.  Please clarify or revise your disclosures.
Consolidated Financial Statements, page F-1
7.We note your response to prior comment 21; however, please also correct the as revised
disclosures for total other assets and total assets as of December 31, 2019 in note 21 on
page F-70.
            You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or Anne M.
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard A. Friedman, Esq.

CORRESP
1
filename1.htm

September
16, 2020

By
Electronic Filing

United
States Securities and Exchange Commission

100
F Street N.E.

Washington
D.C. 20549

Attention:
Edward M. Kelly, Sherry Haywood, Andi Carpenter and Anne M. McConnell

    Re:
    AMERI
    Holdings, Inc.

    Pre-effective
    Amendment 1 to Registration Statement on Form S-4

    Filed
    August 12, 2020

    File
    No. 333-238742

Ladies
and Gentlemen:

We
are providing this response letter on behalf of AMERI Holdings, Inc. (the “Company”) with respect to
the Staff’s comment letter dated August 25, 2020, regarding the above-referenced Pre-effective Amendment 1 to Registration
Statement on Form S-4 (the “Registration Statement”), as amended by Amendment No. 2 to the Registration
Statement (the “Revised Filing”). This letter together with the changes reflected in the Revised Filing
respond to the Staff’s comments.

For
your convenience, the Staff’s comments have been reproduced below, followed by the Company’s response. All capitalized
terms used in this letter but otherwise not defined herein have the meanings ascribed to such terms in the Revised Filing.

Pre-effective
Amendment 1 to Registration Statement on Form S-4 filed August 12, 2020

General,
page i

    1.
    The
    number of shares of common stock and the number of shares of Series B preferred stock being registered in the calculation
    of registration fee table are inconsistent with the number of shares of common stock and the number of shares of Series B
    preferred stock listed in footnote (1) to the table. Please reconcile the disclosures. Additionally, ensure that the disclosures
    in the calculation of registration fee table are consistent with the disclosures throughout the proxy statement/prospectus.

RESPONSE:
We respectfully advise the Staff that we have reconciled the disclosures regarding the number of shares of common stock and the
number of shares of Series B preferred stock in the registration fee table.

    2.
    We
    note that the proxy statement/prospectus is missing information such as the number of shares of Ameri and Jay Pharma common
    and preferred stock outstanding on the record date, the percentages held by directors and officers, and information about
    the resulting issuer capital and preferred stock. Please include this information and any other missing information in a pre-effective
    amendment.

RESPONSE: We respectfully
advise the Staff that we have included placeholders for the number of shares of Ameri and Jay Pharma common and preferred
stock outstanding on the record date on page 10 of the Revised Filing (we note that the record date will be provided in
a later amendment), the percentages held by directors and officers on pages 214 and 216 of the Revised Filing, and
information about the resulting issuer capital and preferred stock on page 285 of the Revised Filing.

Prospectus
Cover Page, page ii

    3.
    Please
    disclose the exchange ratio and the maximum number of shares that may be issued in the tender offer.

RESPONSE:
We respectfully advise the Staff that we have disclosed the Exchange Ratio and the maximum number of shares that may be issued
in the Offer on the cover page of the Revised Filing.

Summary
Term Sheet, page 1

    4.
    Disclosure
    on the prospectus cover page and in the bullet statement on page 5 that each of Ameri and Jay Pharma expects that the tender
    offer will qualify as a tax-deferred transaction within the meaning of Section 368(a) and/or Section 351 of the Internal Revenue
    Code is inconsistent with the response to prior comment 13 and the revised disclosures in the registration statement including
    on pages 14, 43, 139, 142, and 226. Please reconcile the disclosures.

RESPONSE:
We respectfully advise the Staff that we have reconciled the disclosures on the cover page and page 5 of the Revised
Filing.

Comparative
Historical and Unaudited Pro Forma Per Share Data, page 56

    5.
    We
    note your response to prior comment 17; however, as previously requested, please provide the pro forma equivalent per share
    disclosures required by Item 3(f) of Form S-4. Please be advised, given the reverse acquisition, it appears to us that the
    pro forma equivalent per share disclosures should be presented for the Ameri common shareholders and should be calculated
    as each related pro forma amount multiplied by the exchange ratio that the Ameri common shareholders will receive in the resulting
    issuer.

RESPONSE:
We respectfully advise the Staff that the required disclosures under Item 3(f) are included on page 56 of our Form S-4/A.
Under the terms of the Offer, Ameri common stockholders will continue to hold the same amount of shares of Resulting Issuer common
stock that they held of Ameri common stock prior to the Offer. We further advise the Staff that we calculated the book value per
share disclosures as follows:

    Ameri Holdings Historical
    Jay Pharma

 Historical

    Pro Forma Combined

    As of June 30, 2020

    Assets
    $ 27,506,424
    $ 554,762
    $ 4,031,399

    Less: liabilities
    $ 14,626,784 )
    $ 4,036,775
    $ 1,152,163

    Book value
    $ 12,879,640
    $ 3,482,013 )
    $ 2,879,236

    Shares outstanding
      5,163,265
      25,639,164
      33,960,199

    Exchange ratio
      1.00
      0.63
      1.00

    Shares used in calculation
      5,163,265
      16,263,563
      33,960,199

    Book value per share
    $ 2.49
    $ (0.21 )
    $ 0.08

Ameri
is expected to incur substantial expenses related to the Offer with Jay Pharma, page 61

    6.
    To
    the extent possible, please disclose the estimated expenses related to the transactions.

RESPONSE:
We respectfully advise the Staff that we have included an estimate of the expenses related to the transactions on page 61
of the Revised Filing.

Interests
of Ameri’s Directors and Executive Officers in the Offer, page 141

    7.
    Identify
    each of the Ameri directors and officers who will retain an ownership interest in Ameri after the closing of the offer, and
    quantify the ownership interest of each of these Ameri directors and officers.

RESPONSE:
We respectfully advise the Staff that we have identified the Ameri directors and officers who will retain an ownership interest
in the Resulting Issuer after the completion of the Offer and quantified such ownership interests on page 141 of the Revised
Filing.

Background
of the Spin-Off, page 180

    8.
    Identify
    the three independent and non-interested directors forming the special committee.

RESPONSE:
We respectfully advise the Staff that we have identified the three independent and non-interested directors forming the special
committee on page 180 of the Revised Filing.

Unaudited
Pro Forma Condensed Combined Financial Statements, page 188

    9.
    Refer
    to note 5 on page 196. It is not clear to us how the numbers of shares were determined. Please clarify or revise.

RESPONSE:
We respectfully advise the Staff that we have revised Note 5 on page 196 of the Revised Filing to state that 25,639,164
shares of Jay Pharma will be exchanged at the Exchange Ratio of 0.63 into 16,263,563 shares of Resulting Issuer common stock.

    10.
    Refer
    to note 8 on page 197. Please disclose more fully the nature of the expenses and to whom they will be paid.

RESPONSE:
We respectfully advise the Staff that we have revised the disclosure in Note 8 on page 197 of the Revised Filing to clarify
that our expenses are estimated to be $1,000,000 of legal expenses, $300,000 of accounting and auditing expenses,
and $200,000 of other expenses.

    11.
    Please
    more fully explain to us how you determined the number of shares related to Alpha in the loss per calculations on page 198
    based on the disclosures provided on pages 193 and 194.

RESPONSE:
We respectfully advise the Staff that the shares of Resulting Issuer issued to Alpha on page 198 of the Revised Filing
is calculated as follows:

    Shares of

                                                                                Resulting Issuer

    Shares issued to Alpha in exchange for the Note
      1,498,039

    Shares issued to Alpha in exchange for the Alpha Investment
      2,247,059

    Total shares issued to Alpha
      3,745,098

Executive
Officers and Directors, page 200

    12.
    State
    the year in which Mr. Avani Kanubaddi founded Welmedix Healthcare, and describe briefly his business experience during the
    past five years. See Item 401(e)(1) of Regulation S-K.

RESPONSE:
We respectfully advise the Staff that we have revised the disclosures on page 200 of the Revised Filing to include the
year in which Mr. Avani Kanubaddi founded Welmedix Healthcare and describe his business experience during the past five years.

Certain
Material U.S. Federal Income Tax Consequences of the Offer, page 225

    13.
    Remove
    the term “certain” in the heading or the introductory language in the proxy statement/prospectus’s tax disclosure
    because it raises a concern that the author of the opinion may be omitting a material tax consequence. For guidance you may
    wish to refer to Section III.C.1. of Staff Legal Bulletin No. 19 (CF) available on the Commission’s website.

RESPONSE:
We respectfully advise the Staff that we have revised the heading and introductory language on page 225 of the Revised
Filing to remove the term “certain.”

    14.
    We
    note the response to prior comment 13 that you intend to file by amendment short form tax opinions. The short form tax opinions
    and the tax disclosure in the proxy statement/prospectus both must state clearly that the disclosure in the tax consequences
    section of the proxy statement/prospectus is the opinion of each of the named counsel. Please revise. For guidance you may
    wish to refer to Section III.B.2. of Staff Legal Bulletin No. 19 (CF) available on the Commission’s website.

RESPONSE:
We respectfully advise the Staff that we have revised the disclosure on page 225 of the Revised Filing to state clearly
that the disclosure in the tax consequences section of the proxy statement/prospectus is the opinion of each of the named counsel.

    15.
    We
    note the assumption is made here and elsewhere in the proxy statement/prospectus that the offer qualifies as a tax-deferred
    transaction under the Internal Revenue Code. Since the tax discussion is the opinion of each of the named counsel, the discussion
    in the proxy statement/prospectus must opine on the material tax issues. Given that each of the named counsel is giving a
    “should” and not a “will” opinion as indicated in response to prior comment 13, explain why each of
    the named counsel is unable to give a “will” opinion on the material tax issues, and describe the degree of uncertainty
    on the material tax issues in each of the opinions. For guidance you may wish to refer to Sections III.C.3. and III.C.4. of
    Staff Legal Bulletin No. 19 (CF) available on the Commission’s website.

RESPONSE:
We respectfully advise the Staff that we have revised the disclosure on page 227 of the Revised Filing to explain why
each of the named counsel is unable to give a “will” opinion on the material tax issues, and describe the degree of
uncertainty on the material tax issues in each of the opinions.

Exclusive
Forum, page 292

    16.
    Revised
    disclosure indicates that the Ameri bylaws provide that the Court of Chancery in the State of Delaware will be the sole and
    exclusive forum for some actions or proceedings, or, if that Court does not have jurisdiction, the Superior Court of the State
    of Delaware, or, if that Court does not have jurisdiction, the United States District Court for the State of Delaware. Revise
    the disclosure to make clear whether the provision applies to actions arising under the Securities Act or the Exchange Act.
    We note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
    or liability created by the Exchange Act or its rules and regulations, and Section 22 of the Securities Act creates concurrent
    jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities
    Act or its rules and regulations. If the provision applies to Securities Act claims, revise the disclosure to state that there
    is uncertainty whether a court would enforce the provision and that investors cannot waive compliance with the federal securities
    laws and their rules and regulations. If the provision does not apply to actions arising under the Securities Act or the Exchange
    Act, ensure that the provision in the Ameri bylaws states this clearly, and revise the disclosure in the proxy statement/prospectus
    to state that the provision in the Ameri bylaws does not apply to any action arising under the Securities Act or the Exchange
    Act.

RESPONSE: We respectfully
advise the Staff that, in light of Section 27 of the Exchange Act and Section 22 of the Securities Act, we have added a
risk factor on page 98 of the Revised Filing related to the exclusive forum provision in the current Ameri bylaws.

    17.
    Revised
    disclosure indicates that the A&R bylaws provide that the Court of Chancery in the State of Delaware will be the sole
    and exclusive forum for some actions or proceedings and that, unless the resulting issuer consents in writing to the selection
    of an alternate forum, the federal district courts of the United States will be the exclusive forum for any cause of action
    arising under the Securities Act. Given the conditional phrase included in the federal forum exception provision relating
    to the Securities Act, revise the disclosure to state that there is uncertainty whether a court would enforce the provision
    and that investors cannot waive compliance with the federal securities laws and their rules and regulations.

Additionally,
we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or its rules and regulations. If the exclusive forum provision in the A&R bylaws
applies to Exchange Act claims, revise the disclosure to state that there is uncertainty whether a court would enforce the provision
and that investors cannot waive compliance with the federal securities laws and their rules and regulations. Alternatively, if
the exclusive forum provision in the A&R bylaws does not apply to Exchange Act claims, ensure that the exclusive forum provision
in the A&R bylaws states this clearly, and revise the disclosure in the proxy statement/prospectus to state that the exclusive
forum provision in the A&R bylaws does not apply to any action arising under the Exchange Act. Please also amend your filing
to include risk factor disclosure related to your exclusive forum clause, including, but not limited to increased costs to bring
a claim, and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum
that they find favorable.

RESPONSE:
We respectfully advise the Staff that we have revised the disclosures on page 294 of the Revised Filing, as well as the
A&R Bylaws, to eliminate the conditional phrase included in the federal forum exception provision and include the Exchange
Act in the federal forum exception provision. In addition, we respectfully advise the Staff that we have added a risk factor on
page 63 of the Revised Filing related to the exclusive forum provision.

Experts,
page 293

    18.
    In
    the updated consent for Ameri Holdings, please ensure that the auditor appropriately refers to its dual-dated report.

RESPONSE:
We respectfully advise the Staff that the auditor appropriately refers to its dual-dated report in the updated consent for Ameri
Holding

United States securities and exchange commission logo
August 26, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
Alpharetta,GA 30005
Re:AMERI Holdings, Inc.
Pre-effective Amendment 1 to Registration Statement on Form S-4
Filed August 12, 2020
File No. 333-238742
Dear Mr. Kelton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to these comments, we may have additional comments.
Pre-effective Amendment 1 to Registration Statement on Form S-4 filed August 12, 2020
General
1.The number of shares of common stock and the number of shares of Series B preferred
stock being registered in the calculation of registration fee table are inconsistent with the
number of shares of common stock and the number of shares of Series B preferred stock
listed in footnote (1) to the table.  Please reconcile the disclosures.  Additionally, ensure
that the disclosures in the calculation of registration fee table are consistent with the
disclosures throughout the proxy statement/prospectus.
2.We note that the proxy statement/prospectus is missing information such as the number of
shares of Ameri and Jay Pharma common and preferred stock outstanding on the record
date, the percentages held by directors and officers, and information about the resulting
issuer capital and preferred stock.  Please include this information and any other missing

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 August 26, 2020 Page 2
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
August 26, 2020
Page 2
information in a pre-effective amendment.
Prospectus Cover Page , page ii
3.Please disclose the exchange ratio and the maximum number of shares that may be issued
in the tender offer.
Summary Term Sheet, page 1
4.Disclosure on the prospectus cover page and in the bullet statement on page 5 that each of
Ameri and Jay Pharma expects that the tender offer will qualify as a tax-deferred
transaction within the meaning of Section 368(a) and/or Section 351 of the Internal
Revenue Code is inconsistent with the response to prior comment 13 and the revised
disclosures in the registration statement including on pages 14, 43, 139, 142, and 226.
Please reconcile the disclosures.
Comparative Historical and Unaudited Pro Forma Per Share Data , page 56
5.We note your response to prior comment 17; however, as previously requested, please
provide the pro forma equivalent per share disclosures required by Item 3(f) of Form S-4.
Please be advised, given the reverse acquisition, it appears to us that the pro forma
equivalent per share disclosures should be presented for the Ameri common shareholders
and should be calculated as each related pro forma amount multiplied by the exchange
ratio that the Ameri common shareholders will receive in the resulting issuer.
Ameri is expected to incur substantial expenses related to the Offer with Jay Pharma, page 61
6.To the extent possible, please disclose the estimated expenses related to the transactions.
Interests of Ameri's Directors and Executive Officers in the Offer, page 141
7.Identify each of the Ameri directors and officers who will retain an ownership interest in
Ameri after the closing of the offer, and quantify the ownership interest of each of these
Ameri directors and officers.
Background of the Spin-Off, page 180
8.Identify the three independent and non-interested directors forming the special committee.
Unaudited Pro Forma Condensed Combined Financial Statements , page 188
9.Refer to note 5 on page 196.  It is not clear to us how the numbers of shares were
determined.  Please clarify or revise.
10.Refer to note 8 on page 197.  Please disclose more fully the nature of the expenses and to
whom they will be paid.
11.Please more fully explain to us how you determined the number of shares related to Alpha

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 August 26, 2020 Page 3
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
August 26, 2020
Page 3
in the loss per calculations on page 198 based on the disclosures provided on pages 193
and 194.
Executive Officers and Directors, page 200
12.State the year in which Mr. Avani Kanubaddi founded Welmedix Healthcare, and describe
briefly his business experience during the past five years.  See Item 401(e)(1) of
Regulation S-K.
Certain Material U.S. Federal Income Tax Consequences of the Offer, page 225
13.Remove the term "certain" in the heading or the introductory language in the proxy
statement/prospectus's tax disclosure because it raises a concern that the author of the
opinion may be omitting a material tax consequence.  For guidance you may wish to refer
to Section III.C.1. of Staff Legal Bulletin No. 19 (CF) available on the Commission's
website.
14.We note the response to prior comment 13 that you intend to file by amendment short
form tax opinions.  The short form tax opinions and the tax disclosure in the proxy
statement/prospectus both must state clearly that the disclosure in the tax consequences
section of the proxy statement/prospectus is the opinion of each of the named counsel.
Please revise.  For guidance you may wish to refer to Section III.B.2. of Staff Legal
Bulletin No. 19 (CF) available on the Commission's website.
15.We note the assumption is made here and elsewhere in the proxy statement/prospectus
that the offer qualifies as a tax-deferred transaction under the Internal Revenue Code.
Since the tax discussion is the opinion of each of the named counsel, the discussion in the
proxy statement/prospectus must opine on the material tax issues.  Given that each of the
named counsel is giving a "should" and not a "will" opinion as indicated in response to
prior comment 13, explain why each of the named counsel is unable to give a "will"
opinion on the material tax issues, and describe the degree of uncertainty on the material
tax issues in each of the opinions.  For guidance you may wish to refer to Sections III.C.3.
and III.C.4. of Staff Legal Bulletin No. 19 (CF) available on the Commission's website.
Exclusive Forum, page 292
16.Revised disclosure indicates that the Ameri bylaws provide that the Court of Chancery in
the State of Delaware will be the sole and exclusive forum for some actions or
proceedings, or, if that Court does not have jurisdiction, the Superior Court of the State of
Delaware, or, if that Court does not have jurisdiction, the United States District Court for
the State of Delaware.  Revise the disclosure to make clear whether the provision applies
to actions arising under the Securities Act or the Exchange Act.  We note that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or its rules and regulations, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or its rules and

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 August 26, 2020 Page 4
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
August 26, 2020
Page 4
regulations.  If the provision applies to Securities Act claims, revise the disclosure to state
that there is uncertainty whether a court would enforce the provision and that investors
cannot waive compliance with the federal securities laws and their rules and regulations.
If the provision does not apply to actions arising under the Securities Act or the Exchange
Act, ensure that the provision in the Ameri bylaws states this clearly, and revise the
disclosure in the proxy statement/prospectus to state that the provision in the Ameri
bylaws does not apply to any action arising under the Securities Act or the Exchange Act.
17.Revised disclosure indicates that the A&R bylaws provide that the Court of Chancery in
the State of Delaware will be the sole and exclusive forum for some actions or
proceedings and that, unless the resulting issuer consents in writing to the selection of an
alternate forum, the federal district courts of the United States will be the exclusive forum
for any cause of action arising under the Securities Act.  Given the conditional phrase
included in the federal forum exception provision relating to the Securities Act, revise the
disclosure to state that there is uncertainty whether a court would enforce the provision
and that investors cannot waive compliance with the federal securities laws and their rules
and regulations.

Additionally, we note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or its rules and regulations.  If the exclusive forum provision in the A&R bylaws
applies to Exchange Act claims, revise the disclosure to state that there is uncertainty
whether a court would enforce the provision and that investors cannot waive compliance
with the federal securities laws and their rules and regulations.  Alternatively, if the
exclusive forum provision in the A&R bylaws does not apply to Exchange Act claims,
ensure that the exclusive forum provision in the A&R bylaws states this clearly, and revise
the disclosure in the proxy statement/prospectus to state that the exclusive forum
provision in the A&R bylaws does not apply to any action arising under the Exchange
Act. Please also amend your filing to include risk factor disclosure related to your
exclusive forum clause, including, but not limited to increased costs to bring a claim, and
that these provisions can discourage claims or limit investors' ability to bring a claim in a
judicial forum that they find favorable.
Experts, page 293
18.In the updated consent for Ameri Holdings, please ensure that the auditor appropriately
refers to its dual-dated report.
Consolidated Financial Statements
General, page F-1
19.Please provide updated financial statements, and update all related disclosures throughout
the filing for both Ameri Holdings and Jay Pharma as required by Rule 8-08 of Regulation
S-X.

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 August 26, 2020 Page 5
 FirstName LastName
Brent Kelton
AMERI Holdings, Inc.
August 26, 2020
Page 5
Ameri Holdings - Annual Financial Statements , page F-20
20.We note your response to prior comment 40; however, we note that the "Basis of
Presentation" in note 2 on page F-26 in the annual financial statements continues to
indicate certain information and note disclosures have been omitted and that adjustments
have been reflected.  It continues to appear to us that these disclosures are not appropriate
for annual financial statements and should be revised.  Please ensure Ameri Holdings'
annual financial statements include all required disclosures.
21.Refer to note 17 on page F-49.  Please correct the as revised disclosures for total other
assets and total assets as of December 31, 2019.
            You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or Anne M.
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard A. Friedman, Esq.

CORRESP
1
filename1.htm

AMERI Holdings, Inc.

4080 McGinnis Ferry Road, Suite 1306

Alpharetta, Georgia
30005

August
12, 2020

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3030

100 F Street, N.E.

Washington, D.C. 20549

Attention: Andi Carpenter and Anne McConnell

    Re:

    AMERI
    Holdings, Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2019

    Filed
    March 25, 2020

    File
    No. 001-38286

Ladies
& Gentlemen:

This
letter sets forth responses on behalf of AMERI Holdings, Inc., a Delaware corporation (the “Company”), to the comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in your letter dated June 30, 2020 (“Comment Letter”) regarding the Company’s Form 10-K for the Fiscal
Year Ended December 31, 2019 (“Form 10-K”).

For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is
restated prior to the response to such comment.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 29

1.
Please revise the disclosures related to your company’s revenue recognition policies on pages 29 and 35 and elsewhere in
the filing to fully comply with the provisions of ASC 606 in future filings.

Response:
We have revised the disclosures related to the Company’s revenue recognition policies in the Form 10-K to fully comply
with the provisions of ASC 606 in future filings.

Notes
to Consolidated Financial Statements, page F-7

2.
Please provide the disclosures required by ASC 205-40-50-1 through 14 or explain why you determined no disclosures are required.
This comment also applies to your report on Form 10-Q for the period ended March 31, 2020.

Response:
We have revised the Notes to our Financial Statements and have provided the disclosures required by ASC 205-40-50-1 through
14.

Basis
of Preparation, page F-7

3.
It appears that the disclosures indicating certain information and note disclosures have been omitted and adjustments have been
reflected are inappropriate for annual financial statements and should be revised. Please clarify and ensure that your annual
financial statements include all required disclosures.

Response:
We have updated the Basis of Preparation disclosures on page F-7 and have ensured that our annual financial statements include
all required disclosures.

New
Standards to Be Implemented, page F-9

4.
Please correct the required adoption date for ASC 842 based on the provisions of ASU 2019-10 in future filings. Similarly, for
each of the new standards described herein, please correct the required adoption date that is appropriate for your entity.

Response:
We have corrected the required adoption date for ASC 842 and for each of the new standards described in “New Standards
to Be Implemented.”

    Very
    truly yours,

    /s/ Barry
    Kostiner

    Barry
    Kostiner

    Chief
    Financial Officer

cc:
Richard Friedman, Sheppard Mullin, Richter & Hampton LLP

CORRESP
1
filename1.htm

AMERI
Holdings, Inc.

4080
McGinnis Ferry Road, Suite 1306

Alpharetta,
Georgia 30005

August
12, 2020

By
Electronic Filing

United
States Securities and Exchange Commission

100
F Street N.E.

Washington
D.C. 20549

Attention:
Edward M. Kelly and Sherry Haywood

    Re:
    AMERI
    Holdings, Inc.

    Registration
    Statement on Form S-4

    Filed
    May 27, 2020

    File
    No. 333-238742

Ladies
and Gentlemen:

This
response letter is on behalf of AMERI Holdings, Inc. (the “Company”) with respect to the Staff’s
comment letter dated June 24, 2020, regarding the above-referenced Registration Statement on Form S-4 (the “Registration
Statement”), as amended by Amendment No. 1 to the Registration Statement (the “Revised Filing”).
This letter together with the changes reflected in the Revised Filing respond to the Staff’s comments.

For
your convenience, the Staff’s comments have been reproduced below, followed by the Company’s response. All capitalized
terms used in this letter but otherwise not defined herein have the meanings ascribed to such terms in the Revised Filing.

Registration
Statement on Form S-4 filed May 28, 2020

General,
page i

    1.
    Please
    provide us your analysis on why you are not required to register the amalgamated transactions as a primary offering to the
    public. It appears that the purpose of these transactions is to create a market in the securities of Jay Pharma and Tikkun
    through Ameri. For more information, please refer to Interpretation 612.15 in the Securities Act Rules section of our Compliance
    and Disclosure Interpretations and Staff Legal Bulletin No. 4 available on the Commission’s website.

    RESPONSE:
    We respectfully advise the Staff that the amalgamation was originally structured as a reverse merger involving two operating
    companies and did not involve a merger of a spun-off subsidiary. In addition, as a result of Ameri’s and Jay Pharma’s
    ongoing review of the legal and corporate structure of the amalgamation during the preparation of the proxy statement/prospectus,
    the parties determined that a tender offer would simplify Ameri’s post-closing corporate structure and could result
    in more beneficial tax treatment to Jay Pharma and its shareholders. Accordingly, on or about July 3, 2020, the parties
    determined to terminate the original Amalgamation Agreement and conduct the transaction as a stock-for-stock exchange offer.
    The Revised Filing reflects the updated transaction structure. As such, the Company respectfully believes that the cited Securities
    Act Compliance Disclosure & Interpretation 612.15 and Staff Legal Bulletin No. 4 does not apply to the currently proposed
    transaction structure and we are not required to register the tender offer transactions as a primary offering to the public.

      -1-

    2.
    In
    reviewing your disclosures, it appears that you, Jay Pharma, and Tikkun are engaged in offerings in addition to the amalgamation
    that is the subject of this registration statement. Please explain the exemptions from registration relied upon.

    RESPONSE:
    We respectfully advise the Staff that the issuance of Jay Pharma common shares to Tikkun pursuant to the license agreements
    described in the Form S-4 will be completed before the offering of Resulting Issuer shares under the Form S-4 and are exempt
    from registration under Section 4(a)(2) of the Securities Act. There are no transactions occurring between Ameri and Tikkun.

    In
    addition, we respectfully advise the Staff that the Note issued by Jay Pharma in favor of Alpha in the Alpha Bridge Loan in
    the amount of $2 million, as well as the common shares of Jay Pharma and Series A Warrants to purchase common shares of Jay
    Pharma to be issued to Alpha in connection with its investment of $3 million in Jay Pharma, will each be completed
    before the offering of Resulting Issuer shares under the Form S-4 and are exempt from registration under Section 4(a)(2) of
    the Securities Act.

    3.
    Disclosure
    indicates that the value of amalgamation consideration that Jay Pharma equity holders will receive in the amalgamation will
    depend on the market price of the shares of Ameri common stock at the time the amalgamation is completed and could be greater
    than, less than, or the same as the market price of the shares of Ameri common stock on the date of the joint proxy statement/prospectus.
    Expand the disclosure in the front or forepart of the joint proxy statement/prospectus to include a range of the market price
    of the shares of Ameri common stock as of a recent date that you select. We note the disclosure on page 197.

    RESPONSE:
    We respectfully advise the Staff that we have expanded the disclosure on page 14 of the Revised Filing to include a
    range of the market price of the shares of Ameri common stock as of a recent date.

    4.
    To
    the extent practicable, include all non-Rule 430A information when you first amend the registration statement on Form S-4.

    RESPONSE:
    We respectfully advise the Staff that all non-Rule 430A information, to the extent practicable, have been included in the
    Revised Filing, and the remainder of the non-Rule 430A information will be provided in a later amendment.

    Outside
    Front Cover Page of Joint Proxy Statement/Prospectus, page 1

    5.
    Limit
    to one page the letter to the stockholders of Ameri and the shareholders of Jay Pharma which serves as the outside front cover
    page of the joint proxy statement/prospectus. See Item 501(b) of Regulation S-K.

    RESPONSE:
    We respectfully advise the Staff that we have reduced the letter to the stockholders of Ameri which serves as the outside
    front cover page of the proxy statement/prospectus to one page in accordance with Item 501(b) of Regulation S-K.

    6.
    Please
    disclose the name of the “Investor,” or tell us why you are not required to do so.

    RESPONSE:
    We respectfully advise the Staff that we have disclosed the name of the “Investor” on page iii of the Revised
    Filing.

      -2-

    Questions
    and Answers about the Amalgamation, page 1

    7.
    You
    repeat information about the special meetings of Ameri and Jay Pharma in the questions and answers or Q&A section and
    the summary section. The Q&A section should not repeat information that appears in the summary section and vice versa.
    For purposes of eliminating redundancies and grouping together like information, view the Q&A and the summary sections
    as one section. For example, discuss procedural questions such as the voting and the appraisal procedures specific to the
    amalgamation transaction in the Q&A, and place disclosure of the substantive aspects of the amalgamation agreement proposal
    and other proposals in the summary.

    RESPONSE:
    We respectfully advise the Staff that we have revised the Q&A section and the summary section of the Revised Filing in
    accordance with the Staff’s requests.

    Summary,
    page 18

    8.
    A
    summary term sheet beginning on the first or second page of the disclosure document provided to the stockholders of Ameri
    and the shareholders of Jay Pharma is required by Item 1001 of Regulation M-A. See Item 14(b)(1) of Schedule 14A and instruction
    2 to Item 1001 of Regulation M-A. If you intend for the summary to serve as the summary term sheet, move it forward to begin
    on the first or second page of the disclosure document.

    RESPONSE:
    We respectfully advise the Staff that the requested summary term sheet is included on pages 1 – 5 of the
    Revised Filing.

    9.
    Please
    revise the summary to disclose more clearly and prominently the following:

    ●
    Subsequent
    to the amalgamation, the common shareholders of Ameri will no longer hold any ownership interest in the historical business
    and operations of Ameri;

    ●
    The
    business and operations of the Resulting Issuer will solely consist of the business and operations of Jay Pharma; and

    ●
    A
    summary of the estimated costs and expenses that are expected as a result of the amalgamation and related transactions.

    RESPONSE:
    We respectfully advise the Staff that the requested disclosure is included on pages 18 and 43 of the Revised
    Filing.

    10.
    To
    facilitate understanding, please include an organizational chart depicting the organizational structure of the entities involved
    both before and after the consummation of the transactions. This chart also should illustrate the states or countries of incorporation
    of various legal entities and various affiliations that exist.

    RESPONSE:
    We respectfully advise the Staff that the requested organizational chart is now included on page 30 of the Revised
    Filing.

    11.
    To
    facilitate understanding, you should consider including a timeline which graphically depicts the anticipated timeframe of
    each significant event in the amalgamation and divestiture transactions.

    RESPONSE:
    We respectfully advise the Staff that the requested timeline is now included on page 30 of the Revised Filing.

      -3-

    Interests
    of Ameri’s Directors and Executive Officers in the Amalgamation (see page 143)

    Interests
    of Jay Pharma’s Directors and Executive Officers in the Amalgamation (see page 143), page 35

    12.
    For
    any interests of directors and executive officers of Ameri and Jay Pharma in the amalgamation that are different from or in
    addition to the interests of the other stockholders of Ameri or the other shareholders of Jay Pharma, not only describe but
    also quantify those interests and their value for each director and officer individually, including shares to be exchanged,
    cash received in lieu of any fractional shares, cash payments under any employment, retention, severance, or directorship
    agreements, and any outstanding options and warrants. Consider presenting this information in bullet points or tabular format
    so that it is easier for the stockholders of Ameri and the shareholders of Jay Pharma to read and understand.

    RESPONSE:
    We respectfully advise the Staff that the requested disclosure is now included on pages 35 and 141 of the
    Revised Filing.

    U.S.
    Federal Income Tax Considerations (see page 145), page 44

    13.
    We
    note the “should” qualify language. Explain why counsel is unable to provide a “will” qualify conclusion
    rather than a “should” qualify conclusion, and disclose any resulting risks to Jay Pharma’s shareholders
    and warrant holders. Additionally, we note that tax opinions are to be filed by amendment as Exhibits 8.1, 8.2, and 8.3. If
    each of the three counsels elects to file a short form tax opinion, both the opinion and the information in the joint proxy
    statement/prospectus must state clearly that the discussion in the joint proxy statement/prospectus constitutes counsel’s
    opinion.

    RESPONSE:
    We respectfully advise the Staff that, given the complexity and cross-border nature of the transaction, we believe it is customary
    for counsel to provide a “should” rather than a “will” qualify conclusion. Please note that we have
    revised the disclosure on page 61 of the Revised Filing to describe any resulting risks to Jay Pharma’s
    shareholders and warrant holders.

    Counsel
    will elect to file short form tax opinions. The opinion and the information in the proxy statement/prospectus will state that
    the discussion in the proxy statement/prospectus constitutes counsel’s opinion.

    Selected
    Historical Financial Information of Ameri, page 46

    14.
    Please
    expand the selected financial information of Ameri to present disclosures as of and for each of the two years ended December
    31, 2019 as required by Item 3(d) of Form S-4.

    RESPONSE:
    We respectfully advise the Staff that we have revised the disclosure on pages 45 – 51 of the Revised
    Filing to properly reflect the selected financial information of Ameri, as required by Item 3(d) of Form S-4.

    Selected
    Historical Financial Information of Jay Pharma, page 51

    15.
    Please
    expand the selected financial information of Jay Pharma to present disclosures as of and for each of the two years ended December
    31, 2019 as required by Item 3(d) of Form S-4.

    RESPONSE:
    We respectfully advise the Staff that we have revised the disclosure on pages 52 – 54 of the Revised
    Filing to properly reflect the selected financial information of Jay Pharma, as required by Item 3(d) of Form S-4.

      -4-

    Comparative
    Historical and Unaudited Pro Forma Per Share Data, page 55

    16.
    Please
    correct Ameri’s historical loss per share for the period ended March 31, 2020.

    RESPONSE:
    We respectfully advise the Staff that we have corrected Ameri’s historical loss per share for the period ended March
    31, 2020 as found on page 56 of the Revised Filing.

    17.
    Please
    expand the per share data to present Ameri’s historical loss per share, Jay Pharma’s historical loss per share,
    and the pro forma loss per share for the year ended December 31, 2019 as required by Item 3(f) of Form S-4. In addition, please
    present the pro forma equivalent per share disclosures required by Item 3(f) of Form S-4. Please be advised, given the reverse
    acquisition, it appears to us the pro forma equivalent disclosures should be presented for the Ameri common shareholders and
    should be calculated as each related pro forma amount multiplied by the exchange ratio that the Ameri common shareholders
    will receive in the Resulting Issuer.

    RESPONSE:
    We respectfully advise the Staff that we have added the required per share information for the period ended December 31, 2019
    and corrected the pro forma per share data for the period ended March 31, 2020, as reflected on page 56 of the Revised
    Filing.

    Risk
    Factors, page 56

    18.
    Data
    on pages 57, 59, and 67 relating to the number of shares to be issued to the financial advisor and the percentage of the resulting
    issuer’s shares those shares represent; the amount of the reimbursement expense upon termination of the amalgamation
    agreement; and the number of shares to be issued upon exercise of certain options and warrants are inconsistent with disclosures
    elsewhere in the joint proxy statement/prospectus. Please reconcile the disclosures throughout the joint proxy statement/prospectus.

    RESPONSE:
    We respectfully advise the Staff that we have reconciled the disclosures on pages 58, 60 and 67 of the Revised
    Filing relating to the number of shares to be issued to the financial advisor and the percentage of the resulting issuer’s
    shares those shares represent; the amount of the reimbursement expense upon termination of the amalgamation agreement; and
    the number of shares to be issued upon exercise of certain options and warrants with the disclosures throughout the proxy statement/prospectus.

    Jay
    Pharma may not be able to adequately protect its future product candidates..., page 86

    19.
    Clarify
    whether Jay Pharma has any issued patents. We note the disclosure under “Patents” on page 272.

    RESPONSE:
    We respectfully advise the Staff that we have revised the disclosure on pages 67 – 68, 85 and 261 of
    the Revised Filing to reflect Jay Pharma’s rights to certain patents.

    Background
    of the Amalgamation, page 126

    20.
    In
    the last paragraph on page 127, identify the advisors and the additional advisors of Ameri and Jay Pharma.

    RESPONSE:
    We respectfully advise the Staff that we have revised the disclosure on page 125 of the Revised Filing to identify
    the advisors and the additional a

United States securities and exchange commission logo
June 30, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Rd, Suite 1306
Alpharetta, Georgia 30005
Re:AMERI Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 25, 2020
File No. 001-38286
Dear Mr. Kelton:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 29
1.Please revise the disclosures related to your company's revenue recognition policies on
pages 29 and 35 and elsewhere in the filing to fully comply with the provisions of ASC
606 in future filings.
Financial Statements
Notes to Consolidated Financial Statements, page F-7
2.Please provide the disclosures required by ASC 205-40-50-1 though 14 or explain why
you determined no disclosures are required.  This comment also applies to your report on
Form 10-Q for the period ended March 31, 2020.

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 June 30, 2020 Page 2
 FirstName LastName
Brent Kelton
AMERI Holdings, Inc.
June 30, 2020
Page 2
Note 2. Summary of Significant Accounting Policies
Basis of Preparation, page F-7
3.It appears that the disclosures indicating certain information and note disclosures have
been omitted and adjustments have been reflected are inappropriate for annual financial
statements and should be revised.  Please clarify and ensure that your annual financial
statements include all required disclosures.

New Standards to Be Implemented, page F-9
4.Please correct the required adoption date for ASC 842 based on the provisions of ASU
2019-10 in future filings.  Similarly, for each of the new standards described herein,
please correct the required adoption date that is appropriate for your entity.

            In closing, 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.
            You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 24, 2020
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
4080 McGinnis Ferry Road, Suite 1306
Alpharetta,GA 30005
Re:AMERI Holdings, Inc.
Registration Statement on Form S-4
Filed May 28, 2020
File No. 333-238742
Dear Mr. Kelton:
            We have reviewed your registration statement and have the following comments.  In
some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed May 28, 2020
General, page i
1.Please provide us your analysis on why you are not required to register the amalgamated
transactions as a primary offering to the public.  It appears that the purpose of these
transactions is to create a market in the securities of Jay Pharma and Tikkun through
Ameri.  For more information, please refer to Interpretation 612.15 in the Securities Act
Rules section of our Compliance and Disclosure Interpretations and Staff Legal Bulletin
No. 4 available on the Commission's website.
2.In reviewing your disclosures, it appears that you, Jay Pharma, and Tikkun are engaged in
offerings in addition to the amalgamation that is the subject of this registration statement.
Please explain the exemptions from registration relied upon.

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 June 24, 2020 Page 2
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
June 24, 2020
Page 2
3.Disclosure indicates that the value of amalgamation consideration that Jay Pharma equity
holders will receive in the amalgamation will depend on the market price of the shares of
Ameri common stock at the time the amalgamation is completed and could be greater
than, less than, or the same as the market price of the shares of Ameri common stock on
the date of the joint proxy statement/prospectus.  Expand the disclosure in the front or
forepart of the joint proxy statement/prospectus to include a range of the market price of
the shares of Ameri common stock as of a recent date that you select.  We note the
disclosure on page 197.
4.To the extent practicable, include all non-Rule 430A information when you first amend
the registration statement on Form S-4.
Outside Front Cover Page of Joint Proxy Statement/Prospectus, page 1
5.Limit to one page the letter to the stockholders of Ameri and the shareholders of Jay
Pharma which serves as the outside front cover page of the joint proxy
statement/prospectus.  See Item 501(b) of Regulation S-K.
6.Please disclose the name of the "Investor," or tell us why you are not required to do so.
Questions and Answers about the Amalgamation, page 1
7.You repeat information about the special meetings of Ameri and Jay Pharma in the
questions and answers or Q&A section and the summary section.  The Q&A section
should not repeat information that appears in the summary section and vice versa.  For
purposes of eliminating redundancies and grouping together like information, view the
Q&A and the summary sections as one section.  For example, discuss procedural
questions such as the voting and the appraisal procedures specific to the amalgamation
transaction in the Q&A, and place disclosure of the substantive aspects of the
amalgamation agreement proposal and other proposals in the summary.
Summary, page 18
8.A summary term sheet beginning on the first or second page of the disclosure document
provided to the stockholders of Ameri and the shareholders of Jay Pharma is required by
Item 1001 of Regulation M-A.  See Item 14(b)(1) of Schedule 14A and instruction 2 to
Item 1001 of Regulation M-A.  If you intend for the summary to serve as the summary
term sheet, move it forward to begin on the first or second page of the disclosure
document.
9.Please revise the summary to disclose more clearly and prominently the following:
•Subsequent to the amalgamation, the common shareholders of Ameri will no longer
hold any ownership interest in the historical business and operations of Ameri;
•The business and operations of the Resulting Issuer will solely consist of the business
and operations of Jay Pharma; and
•A summary of the estimated costs and expenses that are expected as a result of the

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 June 24, 2020 Page 3
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
June 24, 2020
Page 3
amalgamation and related transactions.
10.To facilitate understanding, please include an organizational chart depicting the
organizational structure of the entities involved both before and after the consummation of
the transactions. This chart also should illustrate the states or countries of incorporation of
various legal entities and various affiliations that exist.
11.To facilitate understanding, you should consider including a timeline which graphically
depicts the anticipated timeframe of each significant event in the amalgamation and
divestiture transactions.
Interests of Ameri's Directors and Executive Officers in the Amalgamation (see page 143)
Interests of Jay Pharma's Directors and Executive Officers in the Amalgamation (see page 143),
page 35
12.For any interests of directors and executive officers of Ameri and Jay Pharma in the
amalgamation that are different from or in addition to the interests of the other
stockholders of Ameri or the other shareholders of Jay Pharma, not only describe but also
quantify those interests and their value for each director and officer individually, including
shares to be exchanged, cash received in lieu of any fractional shares, cash payments
under any employment, retention, severance, or directorship agreements, and any
outstanding options and warrants.  Consider presenting this information in bullet points or
tabular format so that it is easier for the stockholders of Ameri and the shareholders of Jay
Pharma to read and understand.
U.S. Federal Income Tax Considerations (see page 145), page 44
13.We note the "should" qualify language.  Explain why counsel is unable to provide a "will"
qualify conclusion rather than a "should" qualify conclusion, and disclose any resulting
risks to Jay Pharma's shareholders and warrant holders.  Additionally, we note that tax
opinions are to be filed by amendment as Exhibits 8.1, 8.2, and 8.3.  If each of the three
counsels elects to file a short form tax opinion, both the opinion and the information in the
joint proxy statement/prospectus must state clearly that the discussion in the joint proxy
statement/prospectus constitutes counsel's opinion.
Selected Historical Financial Information of Ameri, page 46
14.Please expand the selected financial information of Ameri to present disclosures as of and
for each of the two years ended December 31, 2019 as required by Item 3(d) of Form S-4.
Selected Historical Financial Information of Jay Pharma , page 51
15.Please expand the selected financial information of Jay Pharma to present disclosures as
of and for each of the two years ended December 31, 2019 as required by Item 3(d) of
Form S-4.
Comparative Historical and Unaudited Pro Forma Per Share Data , page 55

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 June 24, 2020 Page 4
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
June 24, 2020
Page 4
16.Please correct Ameri’s historical loss per share for the period ended March 31, 2020.
17.Please expand the per share data to present Ameri’s historical loss per share, Jay Pharma’s
historical loss per share, and the pro forma loss per share for the year ended December 31,
2019 as required by Item 3(f) of Form S-4.  In addition, please present the pro forma
equivalent per share disclosures required by Item 3(f) of Form S-4.  Please be advised,
given the reverse acquisition, it appears to us the pro forma equivalent disclosures should
be presented for the Ameri common shareholders and should be calculated as each related
pro forma amount multiplied by the exchange ratio that the Ameri common shareholders
will receive in the Resulting Issuer.
Risk Factors, page 56
18.Data on pages 57, 59, and 67 relating to the number of shares to be issued to the financial
advisor and the percentage of the resulting issuer's shares those shares represent; the
amount of the reimbursement expense upon termination of the amalgamation agreement;
and the number of shares to be issued upon exercise of certain options and warrants are
inconsistent with disclosures elsewhere in the joint proxy statement/prospectus.  Please
reconcile the disclosures throughout the joint proxy statement/prospectus.
Jay Pharma may not be able to adequately protect its future product candidates..., page 86
19.Clarify whether Jay Pharma has any issued patents.  We note the disclosure under
"Patents" on page 272.
Background of the Amalgamation, page 126
20.In the last paragraph on page 127, identify the advisors and the additional advisors of
Ameri and Jay Pharma.
Ameri's Reasons for the Amalgamation
Jay Pharma's Reasons for the Amalgamation, page 131
21.The lists of factors on pages 131-133 merely repeat the disclosures on pages 30-33 and do
not inform the stockholders of Ameri or the shareholders of Jay Pharma how each factor
impacted the decisions of the boards of directors of Ameri and Jay Pharma to approve the
amalgamation.  Revise the disclosure to discuss each of the factors in reasonable detail so
that the stockholders of Ameri and the shareholders of Jay Pharma may understand why
the boards of directors of Ameri and Jay Pharma determined that each factor supported or
detracted from the advisability of the amalgamation.  By way of example, Ameri should
elaborate on the factors relating to a diversified business platform, a well-capitalized
company, and strategic alternatives.  By way of example, Jay Pharma should elaborate on
the factor relating to strategic alternatives, including whether and how any actual
or potential strategic alternatives were explored, and, if not, why not, and the factor
relating to short and long term strategic objectives and associated risks.

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 June 24, 2020 Page 5
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
June 24, 2020
Page 5
Jay Pharma's Reasons for the Amalgamation, page 132
22.We note the disclosure that the board of directors of Jay Pharma considered the financial
projections of Ameri in its decision to approve and adopt the amalgamation agreement and
other transactions contemplated by the amalgamation agreement and to recommend that
its shareholders approve the amalgamation agreement proposal.  Include in the joint proxy
statement/prospectus the financial projections of Ameri considered by the board of
directors of Jay Pharma.  Additionally, include a subsection in the summary term sheet on
the financial projections of Ameri provided to Jay Pharma.
The Amalgamation Agreement, page 155
23.Notwithstanding the disclaimers in the second paragraph on page 155, disclose that if
specific material facts exist which contradict the representations and the warranties
contained in the amalgamation agreement, you have provided corrective disclosure in the
joint proxy statement/prospectus.  Additionally, if subsequent information concerning the
subject matter of the representations and the warranties contained in the amalgamation
agreement may or may not be fully reflected in your public disclosures, disclose that your
public disclosures will include any material information necessary to provide the
stockholders of Ameri and the shareholders of Jay Pharma a materially complete
understanding of the amalgamation agreement disclosures.
Background of the Spin-off, page 190
24.Identify the members and the independent legal advisors of the special committee, and
disclose how the members of the committee were chosen.
25.Elaborate on Ameri's active negotiations with three companies; Ameri's review of
opportunities with several other companies; and Ameri's reasons for terminating
discussions with Party B and Party C.
Comparative Market Price and Dividend Information , page 197
26.Please provide all the disclosures required by Item 3(g) of Form S-4.

Unaudited Pro Forma Condensed Combined Financial Statements, page 198
27.Please address the following:
•More fully explain to us how you determined each transaction reflected in the pro
forma financial statements is directly related to the amalgamation and is factually
supportable;
•Clearly disclose if there are any circumstances under which the amalgamation could
proceed without one or more of the related transactions also occurring and, if there
are, revise the pro forma financial statements to appropriately reflect those
alternatives; and

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 June 24, 2020 Page 6
 FirstName LastNameBrent Kelton
AMERI Holdings, Inc.
June 24, 2020
Page 6
•Based on the current pro forma financial statements and the intended spin-off
transaction, revise the disclosures in the first paragraph on page 199 and the
disclosures related to Ameri's assets and liabilities in the second paragraph on page
199 since they do not appear to be accurate.  Since we assume the intended spin-off
will occur before the amalgamation, it appears to us that as disclosed under
"Accounting Treatment" on pages 44, 145, and 205 the amalgamation will be
accounted for as a reverse acquisition with Ameri being treated as the
acquired company for financial reporting purposes due to the ownership interests of
Jay Pharma’s shareholders in the Resulting Issuer and will be considered a capital
transaction in substance.
28.In regard to the disclosures on pages 203 and 204 related to the transactions with Alpha,
please more fully address here and throughout the filing the following:
•Explain why Alpha will receive Series B preferred stock rather than common stock in
the Resulting Issuer;
•Explain the material terms of the series B preferred stock, including conversion
terms, participation rights, and the potential impact of the Series B preferred stock on
EPS calculations;
•Explain why Alpha will receive additional warrants with a nominal exercise price,
and address how the additional warrant issuance will be accounted for;
•Explain who Alpha is, and disclose Alpha’s total potential ownership interest in the
Resulting Issuer; and
•Based on the series of transactions with Alpha, disclose the estimated fair value
implied for shares of the Resulting Issuer.
29.In regard to the disclosures on page 204 related to the Intellectual Property Acquisition,
please disclose here and throughout the filing the reason why Tikkun will sell 7,774,463
shares of the 10,360,007 shares of Jay Pharma common stock that it received for the
intellectual property to Alpha for a nominal aggregate purchase price of $10.00.  Please
disclose and discuss any existing relationships between Tikkun and Alpha.  In addition,
please explain if and how the transaction between Tikkun and Alpha impacted the
determination of the estimated fair value of the intellectual property to be acquired.
30.In regard to the disclosures on page 204 related to the Ameri Transaction, describing the
intended spin off as a "sale" to a "Buyer" seems confusing and does not appear to
accurately convey the substance of the transaction.  It appears that essentially the entire
business and operations of Ameri will be spun-off to Ameri's current Series A preferred
shareholders.  Please clarify the disclosures here and throughout the filing to disclose
more

CORRESP
1
filename1.htm

    AMERI Holdings, Inc.

      5000 Research Court, Suite 750,

      Suwanee, Georgia, 30024

    November 15, 2019

    VIA EDGAR

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Ameri Holdings, Inc.

            Registration Statement on Form S-3

              File No. 333-233260

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Ameri Holdings, Inc. (the “Company”) respectfully requests that the effective date
      of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Tuesday, November 19, 2019, or as soon thereafter as possible.

    Please notify Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time the registration statement has been
      declared effective pursuant to this acceleration request.

            Respectfully,

            Ameri Holdings, Inc.

            By:

            /s/ Barry Kostiner

            Name:

            Barry Kostiner

            Title:

            Chief Financial Officer

CORRESP
1
filename1.htm

    AMERI Holdings, Inc.

      5000 Research Court, Suite 750,

      Suwanee, Georgia, 30024

    November 12, 2019

    VIA EDGAR

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Heather Percival

                Re:

                  Ameri Holdings, Inc.
                    Registration Statement on Form S-3

                    File No. 333-233260

    Ladies and Gentlemen:

    Ameri Holdings, Inc. (the “Company”) hereby respectfully withdraws its request, dated November 8, 2019, that the effective date of the registration statement referred to above be accelerated so that it
      will become effective at 5:00 p.m., Eastern Time, on Tuesday, November 12, 2019. The Company intends to submit a revised acceleration request at a later date.

    Please notify Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031, if there are any questions with respect to this
        request.

            Respectfully,

            Ameri Holdings, Inc.

            By:

            /s/ Barry Kostiner

            Name:

            Barry Kostiner

            Title:

            Chief Financial Officer

      -1-

CORRESP
1
filename1.htm

      AMERI Holdings, Inc.

        5000 Research Court, Suite 750,

        Suwanee, Georgia, 30024

      November 8, 2019

      VIA EDGAR

      United States Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Heather Percival

                Re:

                  Ameri Holdings, Inc.

      Registration Statement on Form S-3

      File No. 333-233260

      Ladies and Gentlemen:

      Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Ameri Holdings, Inc. (the
        “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Tuesday,  November 12, 2019, or as soon thereafter as
        possible.

      Please notify Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to
        the time the registration statement has been declared effective pursuant to this acceleration request.

              Respectfully,

              Ameri Holdings, Inc.

              By:

              /s/ Barry Kostiner

              Name:

              Barry Kostiner

              Title:

              Chief Financial Officer

      - 1 -

August 19, 2019
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
5000 Research Court, Suite 750
Suwanee, Georgia, 30024
Re:AMERI Holdings, Inc.
Registration Statement on Form S-3
Filed August 14, 2019
File No. 333-233260
Dear Mr. Kelton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Heather Percival at 202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Richard A. Friedman, Esq.

CORRESP
1
filename1.htm

            EMAIL:  AFINERMAN@OLSHANLAW.COM

            DIRECT DIAL:  212.451.2289

            November 20, 2018

    VIA EMAIL AND EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E., Mail Stop 3030

    Washington, D.C. 20549

    Attention: Michael Fay

              Re:

                Ameri Holdings, Inc.

    Registration Statement on Form S-1 (No. 333-228354)

    Ladies and Gentlemen:

    On behalf of Ameri Holdings, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 2:00 p.m., Eastern time, on Wednesday, November 21, 2018, or as soon as possible thereafter, and acknowledgement of the
        statements contained in the U.S. Securities and Exchange Commission’s letters to the Company.

    Please advise the undersigned of the effectiveness of the Registration Statement.

            Very truly yours,

              /s/ Adam W. Finerman

            Adam W. Finerman

              cc:

              Mr. Brent Kelton

    Mr. Barry Kostiner

    Ameri Holdings, Inc.

    5000 Research Court, Suite 750

    Suwanee, Georgia 30024

    November 20, 2018

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E., Mail Stop 3030

    Washington, D.C. 20549

    Attention:  Michael Fay

              Re:

                Ameri Holdings, Inc.

    Registration Statement on Form S-1 (No. 333-228354)

    Ladies and Gentlemen:

    Ameri Holdings, Inc. (the “Company”)

        hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 2:00 p.m., Eastern time, on Wednesday, November 21, 2018, or as soon as possible thereafter.

    In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company
        acknowledges:

              ·

                should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the U.S. Securities and Exchange
                    Commission (the “SEC”) from taking any action with respect to the filing;

              ·

                the action of the SEC or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
                    responsibility for the adequacy and accuracy of the disclosure in the filing; and

              ·

                the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal
                    securities laws of the United States.

            Very truly yours,

            AMERI HOLDING, INC.

            By:

              /s/ Brent Kelton

            Brent Kelton

            Chief Executive Officer

November 20, 2018
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
5000 Research Court, Suite 750
Suwanee, Georgia 30024
Re:AMERI Holdings, Inc.
Registration Statement on Form S-1
Filed November 13, 2018
File No. 333-228354
Dear Mr. Kelton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Michael Fay at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Adam W. Finerman

CORRESP
1
filename1.htm

      EMAIL:  AFINERMAN@OLSHANLAW.COM

      DIRECT DIAL:  212.451.2289

            October 22, 2018

    VIA EMAIL AND EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E., Mail Stop 3030

    Washington, D.C. 20549

    Attention:  Russell Mancuso and Tim Buchmiller

              Re:

                Ameri Holdings, Inc.

                Registration Statement on Form S-1 (No. 333-227011)

    Ladies and Gentlemen:

    On behalf of Ameri Holdings, Inc. (the “Company”),
        we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 9:00 a.m., Eastern time, on Tuesday, October 23, 2018, or as soon as possible thereafter, and acknowledgement of the statements contained in the
        U.S. Securities and Exchange Commission’s letters to the Company.

    Please advise the undersigned of the effectiveness of the Registration Statement.

            Very truly yours,

              /s/ Adam W. Finerman

            Adam W. Finerman

              cc:

                Mr. Brent Kelton

                Mr. Barry Kostiner

    Ameri Holdings, Inc.

    5000 Research Court, Suite 750

    Suwanee, Georgia 30024

            October 22, 2018

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E., Mail Stop 3030

    Washington, D.C. 20549

    Attention:  Russell Mancuso and Tim Buchmiller

              Re:

                Ameri Holdings, Inc.

    Registration Statement on Form S-1 (No. 333-227011)

    Ladies and Gentlemen:

    Ameri Holdings, Inc. (the “Company”) hereby
        requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 9:00 a.m., Eastern time, on Tuesday, October 23, 2018, or as soon as possible thereafter.

    In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges:

              ·

                should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the U.S. Securities and Exchange Commission
                    (the “SEC”) from taking any action with respect to the filing;

              ·

                the action of the SEC or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for
                    the adequacy and accuracy of the disclosure in the filing; and

              ·

                the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal
                    securities laws of the United States.

            Very truly yours,

            AMERI HOLDING, INC.

            By:

              /s/ Brent Kelton

            Brent Kelton

            Chief Executive Officer

CORRESP
1
filename1.htm

    October 22, 2018

    VIA EDGAR AND ELECTRONIC MAIL

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Electronics and Machinery

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Ameri Holdings, Inc.

            Registration Statement on Form S-1

            File No. 333-227011

    Ladies and Gentlemen:

    On behalf of Ameri Holdings, Inc., a Delaware corporation (the “Company”),

        we are hereby filing in electronic format through EDGAR with the U.S. Securities and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended
        (the “Securities Act”), one complete copy of Amendment No. 2 (the “Second Amendment”) to the
        above-referenced Registration Statement on Form S-1 (the “Registration Statement”), for the resale of common stock of the Company.

    This letter also responds to the comments received from the staff of the SEC in its comment letter dated October 19, 2018 with respect to
        the Registration Statement.

    Courtesy copies of this letter and the Second Amendment, together with all exhibits, are being provided directly to the staff for its
        convenience (attention: Tim Buchmiller) in the review of the foregoing documents.

    To facilitate the staff’s review, the SEC’s comments are reproduced before each of the Company’s responses thereto.  All page numbers
        referred to in the responses in this letter correspond to the page numbers of the Second Amendment.

                October 22, 2018

                Page 2

    Response Letter submitted October 18, 2018

    Private Placement, page 3

              1.

                We note your response to prior comment 1. However, the number of shares indicated in your table on page 35 as offered for resale if no adjustments are
                    made does not appear to reconcile to your disclosure regarding the number of securities sold. Please revise as appropriate.

    Response:  In response to the staff’s comment the
        disclosure on pages 3-4, 34 and II-4 has been revised to correct previously rounded numbers and provide the specific number of securities sold at the closing of the private placement, which numbers are now consistent with the number of shares
        offered for resale if no adjustments are made as set forth in the table on page 35.

              2.

                Revise your disclosure regarding the total number of shares that could become issuable under the agreements to clarify how you calculated those numbers.
                    Address the number of shares that do not underlie warrants, the number of shares underlying the pre-funded warrants, and the number of shares underlying the warrants that are not pre-funded separately.

    Response:  In response to this comment, the
        disclosure on pages 5 and II-5 has been revised to clarify how the maximum number of shares issuable was calculated, including the number of shares that do not underlie warrants, the number of shares underlying the pre-funded warrants, and the
        number of shares underlying the warrants that are not pre-funded.

    The Company hereby acknowledges that (i) should the SEC or the staff, acting pursuant to delegated authority, declare the filing effective,
        it does not foreclose the SEC from taking any action with respect to the Registration Statement; (ii) the action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
        its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or
        any person under the federal securities laws of the United States.

    *          *          *

                October 22, 2018

                Page 3

    Should any member of the SEC’s staff have any questions or desire any further information or clarification in respect of the Registration
        Statement, please do not hesitate to contact me at (212) 451-2289 or Jason Cabico at (212) 451-2395.

            Very truly yours,

            /s/ Adam W. Finerman

            Adam W. Finerman

            cc:

          Mr. Brent Kelton

            Mr. Barry Kostiner

October 19, 2018
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
5000 Research Court, Suite 750
Suwanee, Georgia 30024
Re:AMERI Holdings, Inc.
Registration Statement on Form S-1
Response Dated October 18, 2018
File No. 333-227011
Dear Mr. Kelton:
            We have reviewed your October 18, 2018 response to our comment letter 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.  Unless we note
otherwise, our references to prior comments are to comments in our October 17, 2018 letter.
Response Letter submitted October 18, 2018
Private Placement, page 3
1.We note your response to prior comment 1.  However, the number of shares indicated in
your table on page 35 as offered for resale if no adjustments are made does not appear to
reconcile to your disclosure regarding the number of securities sold.  Please revise as
appropriate.
2.Revise your disclosure regarding the total number of shares that could become issuable
under the agreements to clarify how you calculated those numbers.  Address the number
of shares that do not underlie warrants, the number of shares underlying the pre-funded

 FirstName LastNameBrent Kelton
 Comapany NameAMERI Holdings, Inc.
 October 19, 2018 Page 2
 FirstName LastName
Brent Kelton
AMERI Holdings, Inc.
October 19, 2018
Page 2
warrants, and the number of shares underlying the warrants that are not pre-funded
separately.
            Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso, Branch Chief, at
(202) 551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Adam W. Finerman, Esq.

CORRESP
1
filename1.htm

      October 18, 2018

      VIA EDGAR AND ELECTRONIC MAIL

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Electronics and Machinery

      100 F Street, N.E.

      Washington, D.C. 20549

                Re:

                  Ameri Holdings, Inc.

      Amendment No. 1 Registration Statement on Form S-1

      Filed September 25, 2018

      File No. 333-227011

      Ladies and Gentlemen:

      On behalf of Ameri Holdings, Inc., a Delaware corporation (the “Company”),

          we are hereby filing in electronic format through EDGAR with the U.S. Securities and Exchange Commission (the “SEC”) responses to the comments received from the staff of
          the SEC in its comment letter dated October 17, 2018 with respect to Amendment No. 1 (the “Amendment”) to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), for the resale of common stock of the Company.

      As set forth below, certain responses in this letter include revisions to the Registration Statement, which is anticipated to be filed
          with the SEC promptly following the time we hear back from the SEC regarding our responses to the comments in this letter, pursuant to the Securities Act of 1933, as amended (the “Securities

              Act”), as Amendment No. 2 (the “Second Amendment”) to the Registration Statement. Any capitalized terms used but not defined herein shall have the meaning
          ascribed to such term in the Amendment.

      As previously communicated to the SEC staff, the Company is working to clear all comments to the Registration Statement and have it
          declared effective on or before October 23, 2018 in order to comply with certain contractual obligations and avoid significant monetary damages.

      A courtesy copy of this letter is being provided directly to the staff for its convenience (attention: Tim Buchmiller).

                  October 18, 2018

                  Page 2

      To facilitate the staff’s review, the SEC’s comments are reproduced before each of the Company’s responses thereto.  All page numbers
          referred to in the responses in this letter correspond to the page numbers of the Amendment.

      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.

      Response:  The maximum number of shares issuable
          pursuant to the Private Placement transaction documents, and thus the maximum number of shares registered for resale, was calculated using the minimum price per share of $0.29 with respect to (i) the total number of shares that are issuable under
          the Purchase Agreements taking into consideration the pre-funded Warrants that will give effect to the Price Adjustment, and (ii) the total number of Warrant Shares issuable upon exercise of the Purchaser Warrants (taking into consideration the
          effect of the Price Adjustment) and the Placement Agent Warrants (which do not get adjusted for any change in the Company’s stock price). Accordingly, (A) the maximum number of shares of common stock issuable under the Purchase Agreements is
          $6,600,000 (the total Private Placement consideration) divided by $0.29 (the floor price), which equals 22,758,621 shares, (B) the maximum number of shares of common stock issuable under the Warrants and the Placement Agent Warrants is equal to
          the sum of (i) the warrant coverage of 80% of the shares purchased (80% x 22,758,621 = 18,206,897) and (ii) 150,000 shares of stock that are issuable under the warrant given to the placement agent as part of its consideration for its services,
          resulting in an aggregate of 18,356,897, and (C) the aggregate maximum number of shares issuable in the transaction is 22,758,621 + 18,356,897 = 41,115,518.

      The Company registered the maximum number of shares potentially issuable pursuant to the private placement warrants, which provide for
          adjustment of the number of shares ultimately issuable based on changes in the Company’s stock price, to ensure that all shares to be issued pursuant to the private placement warrants are registered. While the Company does not anticipate that its
          stock price will fall as low as the $0.29 “floor price” set forth in the Private Placement transaction documents and described in the Registration Statement, the Company believes it was appropriate to register an amount of shares consistent with
          the fixed floor price, which is not subject to change for any reason.

      The Company confirms that the first Price Adjustment event (stockholder approval of the Private Placement) has occurred, and the
          Company’s stock price has remained above $1.11 since the closing of the Private Placement.  The sooner the Registration Statement goes effective, the less likely the Company’s stock price will decline and result in additional shares being
          issuable pursuant to the adjustable Warrants.

                  October 18, 2018

                  Page 3

      In response to the SEC’s comment regarding how the total number of shares in the “Number of Shares Offered if No Adjustments are Made”
          column on page 35 was determined, the Company notes that the number of shares held by each selling stockholders in such column is equal to the number of shares held by such stockholder prior to registration of their shares for resale, because if
          the Company’s stock price sustained a price of $1.50 or higher for the six trading days after each Price Adjustment event, then the mechanism for adjustment of the number of shares issuable under the Warrants would not be triggered and the
          selling stockholders would not hold any additional shares than what they received pursuant to the Purchase Agreements and Warrants at Closing. The Company also notes that under no circumstance does the number of shares issuable under the
          Placement Agent Warrant change, as it does not have a Price Adjustment (as noted on page 5 of the Amendment).

                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 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.

      Response:  The Company respectfully believes
          that the registration of the resale of the shares issuable to the selling stockholders upon exercise of the Warrants (including the pre-funded warrants and the Placement Agent Warrant) is appropriate and permitted under securities rules.

      The Company believes the registration of the resale of the Warrant Shares is akin to the registration of convertible or exchangeable
          securities issued through a PIPE transaction. In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the convertible security
          itself to the investor, and the investor is at market risk at the time of filing of the resale registration statement. Securities Act Compliance and Disclosure Interpretations Question 139.11 (“CD&I 139.11”) states that an investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of
          effectiveness of the resale registration or at any subsequent date under the PIPE analysis. Additionally, there can be no conditions to closing that are within an investor’s control, such as a due diligence or finance closing condition.

      The Company and the selling stockholders completed the Private Placement upon the execution of the Purchase Agreements, resulting in
          gross proceeds to the Company of $6,600,000 and the selling stockholders receiving as many shares at the closing as was possible without violating Nasdaq share issuance limitations, with the as yet unissuable shares purchased subject to a
          prefunded warrant. The non-pre-funded Warrants were issued to the selling stockholders (other than the Placement Agent, which was issued as part of the Placement Agent’s compensation for its services and does not have a Price Adjustment) to
          provide the Company with the opportunity to receive additional proceeds upon the exercise of such Warrants while providing protection for the value of such selling stockholders’ investment through the Price Adjustment.

                  October 18, 2018

                  Page 4

      Similar to a PIPE transaction contemplated by CD&I 139.11, Company common stock and the Warrants were issued pursuant to a Section
          4(2) exempt transaction in which the terms of the issuance of the common stock and exercise of the Warrants for the Warrant Shares have been established with the number of Warrant Shares issuable upon exercise of the Warrants limited by a floor
          price. While the number of Warrant Shares and the exercise price of the Warrants is subject to change based on the market price of the Company’s common stock following certain events, the floor price is the fixed price limit regardless of whether
          the Company’s stock price falls below the floor, the number of shares issuable at the floor price is known and being registered and the Private Placement consideration is fixed and has been paid.  The Price Adjustment mechanic allows the Company
          to issue fewer shares than in an alternative transaction pursuant to which the Company would have issued the maximum number of shares without any conditions at closing, which clearly would have been worse for the Company and its stockholders.
          Moreover, the selling stockholders cannot revoke their investment even if there are adverse developments impacting the Company, which, if such events had occurred prior to the closing of the Private Placement, would have resulted in the selling
          stockholders declining to participate in the Private Placement.

      There is no investment decision left to be made with respect to the acquisition of the common stock and Warrants by the selling
          stockholders and thus the selling stockholders are “irrevocably bound” to the terms and conditions set forth in the Purchase Agreements, the Warrants and the Registration Rights Agreement executed in connection with the Private Placement.
          Further, the selling stockholders have assumed the risk that the Company’s common stock will remain above the floor price and, given the historical limited trading volume for the Company’s common stock, as a practical matter, the selling
          stockholders will continue to bear the risk of a significant portion of their investment for a more extended period of time than would be the case for a more actively traded security.

      The Company will receive the same aggregate exercise proceeds from the exercise of the Warrants, notwithstanding the Price Adjustment due
          to an exercise price reset included in the non-pre-funded Warrants. Thus, since the closing of the Private Placement, the proceeds to be received pursuant to the Private Placement transaction documents has been fixed, and the number of shares
          ultimately issuable to the selling stockholders and the Placement Agent at the closing and pursuant to the Warrants was also fixed by the floor price. Even if the Warrant Shares issuable pursuant to the Warrants are adjusted, the maximum number
          of shares issuable cannot be changed, the selling stockholders will continue to hold warrants representing approximately 80% of the shares intended to be purchased pursuant to the Purchase Agreements.  There are no further investment decisions to
          be made by the selling stockholders, all conditions to closing the Private Placement were satisfied at the time the selling stockholders provided funds in exchange for common stock and the Warrants, the offering of the Company’s stock has been
          completed, the selling stockholders cannot terminate or rescind the Private Placement and there is no “put” to be exercised by the Company, up to 20% of the outstanding shares of the Company’s stock were issued to and held by the selling
          stockholders prior to the filing of the Registration Statement and all security holders who would be issued Warrant Shares in upon exercise of the Warrants have been named in the Registration Statement.

                  October 18, 2018

                  Page 5

      Please note that the staff in the past has permitted the resale of securities issuable pursuant to adjustable warrants held by selling
          stockholders. See Genprex, Inc., registration statement on Form S-1 (File No. 333-225090), declared effective on July 26, 2018, and Arcadia Biosciences, Inc., registration statement on Form S-3 (File No. 333-224893), declared effective on June 8,
          2018.  Knowing that similar transactions had been completed by other companies, the Company determined that such transactions represented an efficient way for it to raise capital in a relatively short time frame and is eager for the Registration
          Statement to be cleared and declared effective so as to resolve the number of shares issuable pursuant to the Warrants, which it believes will be far less than the maximum subject to registration, as the Company’s stock price continues to remain
          significantly above the floor price. Accordingly, the Company respectfully submits that there is nothing about the circumstances of the sale of the common stock and Warrants that indicates that the Private Placement was anything other than it
          appears to be — a bona fide private placement of securities with sophisticated investors designed to meet the Company’s funding requirements.

      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.

      Response:  In response to the staff’s comment,
          the Second Amendment will include additional disclosure in the “Principal and Selling Stockholders” section clarifying that the placement agent is a FINRA and SEC-registered broker-dealer and received a warrant (which is not subject to adjustment
          for changes to the Company’s stock price) solely as compensation for acting as the placement agent in the Company’s private placement, and thus the placement agent was not, and is not, an underwriter for the shares underlying the warrant which
          are being registered for resale pursuant to the Registration Statement.

      The Company also confirms that the each selling stockholder represented to the Company that no short sales were entered

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.

September 18, 2018
Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
5000 Research Court, Suite 750
Suwanee, Georgia 30024
Re:AMERI Holdings, Inc.
Registration Statement on Form S-1
Filed August 24, 2018
File No. 333-227011
Dear Mr. Kelton:
            We have limited our review of your 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.
Registration Statement on Form S-1 filed August 24, 2018
Prospectus, page i
1.In an appropriate section of your prospectus, address the exclusive forum provision in
your bylaws.
Private Placement, page 3
2.Disclose how you calculated the maximum numbers disclosed in the third paragraph on
page 5 and tell us how the number of shares registered for resale represents a good-faith
estimate of the shares that you will issue.

 FirstName LastNameBrent  Kelton
 Comapany NameAMERI Holdings, Inc.
 September 18, 2018 Page 2
 FirstName LastNameBrent  Kelton
AMERI Holdings, Inc.
September 18, 2018
Page 2
3.It appears that the price of the securities to be issued in your unregistered transaction and
the number of securities to be issued in that transaction has not yet been determined.
Please provide us your analysis supporting your conclusion that the unregistered
transaction was completed before you filed this registration statement.
Principal and Selling Stockholders, page 34
4.Given the nature and size of the transaction being registered, provide us your analysis
supporting your conclusion that the transaction is appropriately characterized as a
transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i).  In your
analysis, please address the following among any other relevant factors:

•any relationships among the selling stockholders;

•any discount at which the selling stockholders have purchased or will purchase the
offered securities;

•whether any selling stockholder is a broker-dealer or an affiliate of a broker-dealer or
is otherwise in the business of buying and selling securities;

•whether - based on information obtained from the selling stockholders - any of the
selling stockholders have an existing short position in the company and, if any of the
selling stockholders have an existing short position, the following additional
information: (1) the date on which each such selling stockholder entered into that short
position, and (2) the relationship of the date on which each selling stockholder entered
into that short position to the date of the announcement of the transactions
contemplated by the purchase agreements that you disclose on page 4 and 5 and the
filing of the registration statement;

•the current relationship of each selling stockholder with the issuer, including an
analysis of whether such selling stockholder is an affiliate of the issuer;

•the relationships and arrangements that have existed in the past three years or are to be
performed in the future between the issuer (or any of its predecessors) and the selling
stockholders, any affiliates of the selling stockholders, or any person with whom any
selling stockholder has a contractual relationship regarding the transaction (or any
predecessors of those persons) – the information provided should include, in
reasonable detail, a complete description of the rights and obligations of the parties in
connection with the sale of the shares or the related warrants;

•prior securities transactions between the issuer (or any of its predecessors) and the
selling stockholders, any affiliates of the selling stockholders, or any person with

 FirstName LastNameBrent  Kelton
 Comapany NameAMERI Holdings, Inc.
 September 18, 2018 Page 3
 FirstName LastNameBrent  Kelton
AMERI Holdings, Inc.
September 18, 2018
Page 3
whom any selling stockholder has a contractual relationship regarding the transaction
(or any predecessors of those persons); and

•whether under all the circumstances it appears that the selling stockholders,
individually or in the aggregate, are acting as a conduit for the issuer.

Also provide us copies of all agreements between the issuer (or any of its predecessors)
and the selling stockholders, any affiliates of the selling stockholders, or any person with
whom any selling stockholder has a contractual relationship regarding the transaction (or
any predecessors of those persons) in connection with the sale of the shares or the related
warrants.

If it is your view that the description of the relationships and arrangements sought by this
comment already is presented in the registration statement and that all agreements sought
by this comment are included as exhibits to the registration statement, please provide us
with confirmation of your view in this regard.
Incorporation of Information by Reference, page 40
5.If you are eligible to incorporate by reference and choose to do so, please revise this
section consistent with Form S-1 Item 12(a)(2) which requires that you specifically
incorporate by reference specified documents filed since December 31, 2017, the end of
the fiscal year that you mention in the first bullet point of this section.  Also, tell us the
authority on which you rely to incorporate the document mentioned in your penultimate
bullet point in this section.
Undertakings, page II-6
6.Please provide the undertakings required by Regulation S-K Item 512(a)(5)(ii).
Signatures, page II-8
7.Please file the Power of Attorney that granted authority to the attorney-in-fact who signed
this document.
            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.

 FirstName LastNameBrent  Kelton
 Comapany NameAMERI Holdings, Inc.
 September 18, 2018 Page 4
 FirstName LastName
Brent  Kelton
AMERI Holdings, Inc.
September 18, 2018
Page 4
            Please contact Tim Buchmiller at (202) 551-3635, or Russell Mancuso, Branch Chief, at
(202) 551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Adam W. Finerman, Esq.

CORRESP
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CORRESP

 November 17, 2017

VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Amanda Ravitz, Assistant Director

Re:
Ameri Holdings, Inc.

 Post-Effective Amendment to Registration Statement on Form S-1 (File No. 333-220499)

 Dear Ms. Ravitz:

This letter is to confirm our discussion with respect to certain disclosure contained in the Post-Effective Amendment to the Registration
Statement on Form S-1 (File No. 333-220499) of Ameri Holdings, Inc. (the “Company”) filed on November 15, 2017 (the “Post-Effective
Amendment”) regarding the potential participation in the offering by Giri Devanur, one of the Company’s directors and its President and Chief Executive Officer, Dhruwa N. Rai, one of the Company’s directors, and Lone Star Value
Investors, LP, a significant stockholder of the Company and an entity owned by Jeffrey E. Eberwein, the Chairman of the Company’s Board of Directors. To clarify, such disclosure, as of the time of the filing of the Post-Effective Amendment, was
intended to disclose that each such party had an intention, but no agreement, to purchase securities in the offering.

 Should you have any
questions concerning the enclosed materials or desire any further information or clarification in respect of the Post-Effective Amendment, please do not hesitate to contact me (tel.: (212) 451-2289).

Very truly yours,

/s/ Adam W. Finerman

Adam W. Finerman

CORRESP
1
filename1.htm

November 8, 2017

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, D.C. 20549

    Attention:
    Amanda Ravitz

    Assistant Director

    c/o Caleb French

 Re: Ameri Holdings, Inc.

Registration Statement on Form S-1 (No. 333-220499)

Ladies and Gentlemen:

On behalf of Ameri Holdings, Inc. (the “Company”),
we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 3:00 p.m., Eastern time,
on Wednesday, November 9, 2017, or as soon as possible thereafter, and acknowledgement of the statements contained in the U.S.
Securities and Exchange Commission’s letters to the Company.

Please advise the undersigned of the effectiveness
of the Registration Statement.

    Very truly yours,

        /s/ Adam W. Finerman

    Adam W. Finerman

 cc: Mr. Giri Devanur

Mr. Viraj Patel

Ameri Holdings, Inc.

100 Canal Pointe Boulevard, Suite 108

Princeton, NJ 08540

November 8, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, D.C. 20549

    Attention:
    Amanda Ravitz

    Assistant Director

    c/o Caleb French

 Re: Ameri Holdings, Inc.

Registration Statement on Form S-1 (No. 333-220499)

Ladies and Gentlemen:

Ameri Holdings, Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective
at 3:00 p.m., Eastern time, on Wednesday, November 9, 2017, or as soon as possible thereafter.

In connection with the Company’s request
for acceleration of the effective date of the Registration Statement, the Company acknowledges:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the U.S. Securities and Exchange Commission (the “SEC”) from taking any action with respect to the filing;

 · the action of the SEC or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

    Very truly yours,

    AMERI HOLDING, INC.

    By:

        /s/ Viraj Patel

    Viraj Patel

    Chief Financial Officer

CORRESP
1
filename1.htm

November 8, 2017

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Attention:

        Amanda Ravitz, Assistant Director

        c/o Caleb French

  Re:  Ameri Holdings, Inc.

  Registration Statement on Form S-1 (No. 333-220499)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended (the “Act”), Northland Securities, Inc., as representative of the several underwriters, hereby
joins Ameri Holdings, Inc. in requesting that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 3:00 p.m. Eastern time on Wednesday, November 9, 2017, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, we,
as representative of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

This is to further advise you that the underwriters
have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced Preliminary Prospectus.

    Very truly yours,

    Northland Securities, Inc.

    By:
    /s/ Jeff Peterson

    Name: Jeff Peterson

    Title: Managing Director

[Signature Page to Underwriters’ Acceleration
Request]

CORRESP
1
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November 7, 2017

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, D.C. 20549

    Attention:
    Amanda Ravitz

    Assistant Director

    c/o Caleb French

 Re: Ameri Holdings, Inc.

Registration Statement on Form S-1 (No. 333-220499)

Ladies and Gentlemen:

On behalf of Ameri Holdings, Inc. (the “Company”),
we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 3:00 p.m., Eastern time,
on Wednesday, November 8, 2017, or as soon as possible thereafter, and acknowledgement of the statements contained in the U.S.
Securities and Exchange Commission’s letters to the Company.

Please advise the undersigned of the effectiveness
of the Registration Statement.

    Very truly yours,

        /s/ Adam W. Finerman

    Adam W. Finerman

 cc: Mr. Giri Devanur

Mr. Viraj Patel

Ameri Holdings, Inc.

100 Canal Pointe Boulevard, Suite 108

Princeton, NJ 08540

November 7, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, D.C. 20549

    Attention:
    Amanda Ravitz

    Assistant Director

    c/o Caleb French

 Re: Ameri Holdings, Inc.

Registration Statement on Form S-1 (No. 333-220499)

Ladies and Gentlemen:

Ameri Holdings, Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective
at 3:00 p.m., Eastern time, on Wednesday, November 8, 2017, or as soon as possible thereafter.

In connection with the Company’s request
for acceleration of the effective date of the Registration Statement, the Company acknowledges:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the U.S. Securities and Exchange Commission (the “SEC”) from taking any action with respect to the filing;

 · the action of the SEC or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

    Very truly yours,

    AMERI HOLDING, INC.

    By:

        /s/ Viraj Patel

    Viraj Patel

    Chief Financial Officer

CORRESP
1
filename1.htm

November 7, 2017

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Attention:

        Amanda Ravitz, Assistant Director

        c/o Caleb French

 Re:   Ameri Holdings, Inc.

Registration Statement on Form S-1 (No. 333-220499)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended (the “Act”), Northland Securities, Inc., as representative of the several underwriters, hereby
joins Ameri Holdings, Inc. in requesting that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 3:00 p.m. Eastern time on Wednesday, November 8, 2017, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, we,
as representative of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

This is to further advise you that the underwriters
have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced Preliminary Prospectus.

    Very truly yours,

    Northland Securities, Inc.

    By:
    /s/ Jeff Peterson

    Name: Jeff Peterson

    Title:   Managing Director

[Signature Page to Underwriters’
Acceleration Request]

Mail Stop 3030
September 29, 2017

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

Re: AMERI Holdings, Inc.
  Registration Statement on Form S-1
Filed  September 18, 2017
  File No.  333-220499

Dear Mr. Devanur :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

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

CORRESP
1
filename1.htm

Ameri Holdings, Inc.

100 Canal Pointe Boulevard, Suite 108

Princeton, NJ 08540

June 29, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, D.C. 20549

Attention:	Amanda Ravitz

                	Assistant Director

 Re: Ameri Holdings, Inc.

Registration Statement on Form S-1 (No. 333-215923)

Ladies and Gentlemen:

Ameri Holdings, Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective
at 10:00 a.m., Eastern time, on Friday, June 30, 2017, or as soon as possible thereafter.

In connection with the Company’s
request for acceleration of the effective date of the Registration Statement, the Company acknowledges:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the U.S. Securities and Exchange Commission (the “SEC”) from taking any action with respect to the filing;

 · the action of the SEC or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

    Very truly yours,

    AMERI HOLDING, INC.

    By:

        /s/ Giri Devanur

    Giri Devanur

    President and Chief Executive Officer

    O   L   S   H   A   N

1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  AFINERMAN@OLSHANLAW.COM

DIRECT DIAL:  212.451.2289

July 29, 2017

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3030

Washington, D.C. 20549

Attention:	Amanda Ravitz

                	Assistant Director

 Re: Ameri Holdings, Inc.

Registration Statement on Form S-1 (No. 333-215923)

Ladies and Gentlemen:

On behalf of Ameri Holdings, Inc. (the
“Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement
to 10:00 a.m., Eastern time, on Friday, June 30, 2017, or as soon as possible thereafter, and acknowledgement of the statements
contained in the U.S. Securities and Exchange Commission’s letters to the Company.

Please advise the undersigned of the
effectiveness of the Registration Statement.

    Very truly yours,

        /s/ Adam W. Finerman

    Adam W. Finerman

 cc: Mr. Giri Devanur

Mr. Viraj Patel

    O L S H A N   F R O M E   W O L O S K Y   L L P
    WWW.OLSHANLAW.COM

Mail Stop 3030
June 13 , 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.
Ame ndment No. 2  to Registration Statement on Form S -1
Filed May 30 , 2017
  File No. 333 -215923

Dear Mr. Devanur :

We have reviewed your amended 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.   Unless we note
otherwise, our references to prior comments are to comments in our May 3 , 2017 letter .

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

Revenues, page 45

1. In response to comment 4 you disclose that the remainder of the  increase in revenue was
primarily from a full year of revenue from  Ameri Georgia.  Disclose  the amount of 2016
and 2015 revenue attributable to Ameri Georgia  recorded in your financial statements.

Liquidit y and Capital Resources, page 47

2. In response to comment 7 you disclose that you are negotiating a second  quarter waiver
of the financial covenants.  Disclose the impact of not being able to obtain a waiver of
your n on-compliance of the covenants.

Giri Devanur
Ameri Holdings, Inc.
June 13 , 2017
Page 2

Management, page 53

3. Describe Mr. Patel’s employment between January 2016 and April 2017.

Consolidated Financial Statements

Audited Condensed Consolidated Financial Statements of Cash Flows, page F -7

4. We note your response to comment 8.  R evise your statements of cash flows to present
cash outflows related to business acquisitions as a single line item.  In addition, based
upon your disclosure and response, it appears that the 2015 cash outflows related to the
Bellsoft acquisition was significantly greater than the amount  currently presen ted in the
statement of cash flows.  Clarify the 2015 cash amounts paid for your acquisition of
Bellsoft and reconcile the amount to the statement of cash flows.

Note 3:  Business Combinations, page F -8

5. For each acquisition clearly disclose the total purchase price and the amounts allocated to
all significant assets, liabilities and intangible assets acquired.  Disclose how you
determined the value of shares issued as purchase consideration and any assumptions
used to value significant intangible asset s.  For example, quantify the significant
components that comprise the $4.6 million in net working capital  acquired and the
amount of goodwill for your Ameri Georgia Acquisition, and present in tabular forms all
items that comprise the $9,910,817 purchase price allocation.

6. We note you r revised disclosure in response to comment 8.   Provide the disclosures
required by ASC 805 -30-50-1(c) related to contingent consideration arrangements for all
your acquisitions.

7. Provide the disclosures required by ASC 80 5-10-50-2(h) for each applicable acquisition.

Note 18:  Subsequent Events, page F -20

8. Disclose the significant terms of your proposed acquisition of CIBER, including the fair
value of each class of consideration you expect to transfer and provide finan cial
statements and pro forma information required by Rule s 8-04 and 8 -05 of Regulation S -X
or explain to us why this is not required.     .

Unaudited Pro Forma Combined Financial Statements, page s F-58, F-83 and F -100
9. Revise your pro forma presentation to comply with Article 11 of Regulation S -X.  For
example, a pro forma balance sheet should be presented as of the end of the most recent
period for which a balance sheet is included unless the business combination is already

Giri Devanur
Ameri Holdings, Inc.
June 13 , 2017
Page 3

 reflected in the registrant’s historical balance sheet.  Pro forma statements of income shall
be filed for only the most recent fiscal year (i.e., 2016) and any subsequent interim
period.  A pro forma condensed statement of income shall not be filed when the historical
income statement reflects the business combination for the entire period.
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 related
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

Mail Stop 3030
May 3 , 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.
Ame ndment No. 1 to Registration Statement on Form S -1
Filed April 18 , 2017
  File No. 333 -215923

Dear Mr. Devanur :

We have reviewed your amended 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.   Unless we note
otherwise, our references to prior comments are to comments in our March 6, 2017 letter .

General

1. We note your response to our prior comment 1.  Because you began the offer to present
warrantholders of the underlying common stock privately as part of the warrant sale, you
must complete it privately.  Your revised registration statement may be used for either  (1)
the resale of the common shares by th e present holders, or (2) the issuance of the
common shares to subsequent  warrant purchasers , but may not register the issuance  of the
warrants to the present holders .  If the warrantholder exercises his warrant, then the
registration statement will cover the resale of the underlying common stock.  If the
warrantholder sells the  warrant under this registration statement, then the registration
statement will cover the exercise of the warrant by the purchaser.  Please revise
throughout to remove the exercise of the warrant by current holders.

Giri Devanur
Ameri Holdings, Inc.
May 3 , 2017
Page 2

 Description of Business

Our Industry,  page 32

2. It is not clear what you mean when you say that “labor arbitrage is our fundamental
differentiator.”  How does this distinguish your model from the models described?

Strategic Alliances, page 36

3. Describe the terms of a typical contract with your partner companies.

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

Revenues, page 41

4. We note the discussion on page 41 that approximately 60% of the increase in revenues is
attributable to acquisition that you made in 2016.  Please revise to discuss the specific
reasons for the remainder of the significant increase in revenues in fiscal 2016.

Gross Margin, page 41

5. We note that gross margin decreased significantly in fiscal 2016 as a result of lower
margins f or professional services and a decrease in project revenues.  Please revise to
further clarify the reasons for the lower margins on professional services and the change
in project revenues.  Please also clarify whether the trend in lower margins is expecte d to
impact future operations.

Nonrecurring expenses, page 41

6. We note your response and revised disclosure related to comment 14.  Please revise to
remove the reference to non -recurring or explain to us why you believe this heading is
accurate.  We note that most of these expenses relate to normal and recurring liqui dity
events (i.e., obtaining a credit facility) and acquisitions.

Liquidity and Capital Resources, page 43

7. We note that you did not fulfill certain financial covenants contained in your loan
agreement with Sterling National Bank as of December 31, 201 6 and that the bank agreed
to waive your compliance in exchange for the payment of a fee.  Please disclose all
significant terms of the waiver, including its duration and the amount of the fee.  Please
also disclose whether you expect to comply with these covenants after the end of the term
of the waiver.

Giri Devanur
Ameri Holdings, Inc.
May 3 , 2017
Page 3

 Consolidated Financial Statements

Audited Condensed Consolidated Financial Statements of Cash Flows, page F -7

8. We have reviewed your responses to comments 15 and 16, but the components of your
investing cash outflows are still not clear.  Please explain to us how your investing cash
outflows agree with the amounts in Note 3 on pages F -8 to F -11.

Note 3:  Busines s Combinations, page F -8

9. We note your response to comment 18. Please revise to provide all the disclosures
required by ASC 805 -10-50 (including 50 -2(h)), 20 -50, and 30 -50 for each acquisition,
including:

 The acquisition -date fair value of the total c onsideration transferred and the
acquisition -date fair value of each major class of consideration, in tabular form;
 The contingent consideration disclosure requirements set forth in ASC 805 -30-50-
1(c); and
 The amount recognized as of the acquisition dat e for each major class of assets
acquired and liabilities assumed and how these amounts were determined.  A
summary should be provided of the total purchase consideration and the
allocation of this consideration to each of the assets and liabilities acquir ed.
Disclosure should also be provided of how any noncash consideration was
determined.

10. Please revise to explain what you mean by the disclosure on page F -8 that the acquisition
of DCM has been capitalized by creating an intangible asset of $5.4 milli on, taking into
consideration the projected revenue from the list of acquired customers over a period of
three years. Clarify how your accounting treatment complies with ASC 805.  This should
also be addressed for each of your acquisitions.

11. Please furthe r clarify your accounting and disclosure related to the Ameri Georgia
acquisition.  Specifically, your reference to “created an investment” and your purchase
price allocation to equity is not clear.

Note 18:  Subsequent Events, page F -21

12. We have revi ewed your disclosure in response to comment 6.  Please provide all of the
applicable disclosures required by ASC 805 related to your acquisition of ATCG.  Please
also provide the financial statements and pro forma information required by Rule 8 -04
and 8 -05 of Regulation S -X.

Giri Devanur
Ameri Holdings, Inc.
May 3 , 2017
Page 4

 Part II

Item 15. Recent Sales of Unregistered Securities, page II -1

13. You cite 4(a)(2) as your exemption from registration for each issuance.  Please provide
addition facts and legal analysis supporting use of the exemption .  Also, ensure that you
have included a discussion of each acquisition involving your issuance of securities in the
time period called for by the item.

Exhibit 23.1

14. Please provide consents from the independent accountants for all audit opinions included
in your registration statement.

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 related
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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3030

March 8, 2010

Via U.S. Mail

Mr. Jay Gottlieb President Spatializer Audio Laboratories, Inc.
410 Park Avenue, 15
th Floor
New York, NY   10022

 RE: Spatializer Audio Laboratories, Inc.
  Item 4.01 Form 8-K
  Filed December 30, 2009   File No. 0-26460

Dear Mr. Gottlieb:   We have completed our review of your Form 8-K and related filings and have no
further comments at this time.            S i n c e r e l y ,                   Kevin Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3030

February 22, 2010

Via Facsimile and U.S. Mail

Mr. Jay Gottlieb President Spatializer Audio Laboratories, Inc.  410 Park Avenue, 15
th Floor
New York, NY   10022
 RE: Spatializer Audio Laboratories, Inc.
  Item 4.01 Form 8-K/A
  Filed February 19, 2010   File No. 0-26460

Dear Mr. Gottlieb:
 We have reviewed your response letter dated February 19, 2010 and have the following
additional comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our comments, we may ask  you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Jay Gottlieb
Spatializer Audio Laboratories, Inc. February 22, 2010 Page 2
Form 8-K/A dated December 30, 2009

Item 4-01. Changes in Registrant’s Certifying Accountant
 1. We note the additional language provided in the third and fourth paragraphs in response
to prior comment 1.  However, such information does not address the disclosure requirements of Item 304(a)(1)(iv) of Regulation S-K for statements (B) and (C).  Specifically, state whether your board of dir ectors discussed the subject matter of the
disagreements with the former accountant; and state whether you authorized the former accountant to respond fully to the inquires of the successor accountant concerning the subject matter of the disagreement and if not, describe the nature of any limitation thereon and the reason therefore.  Please amend your report to include these disclosures.
 2. Please refer to prior comment 2.  Although you state the existence and nature of the
disagreements, there was no statement made as to the effect on the financial statements if the method had been followed which the former accountant apparently would have concluded was required.  Please refer to It em 304(b) of Regulation S-K and amend your
report to include this disclosure.
 3. To the extent that you amend the Form 8-K to comply with our comments, please obtain
and file an Exhibit 16 letter from the former accountant stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.

 As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3626.         S i n c e r e l y ,           D a v i d  B u r t o n         Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3030

February 2, 2010

Via Facsimile and U.S. Mail

Mr. Jay Gottlieb President Spatializer Audio Laboratories, Inc.  410 Park Avenue, 15
th Floor
New York, NY   10022
 RE: Spatializer Audio Laboratories, Inc.
  Item 4.01 Form 8-K
  Filed December 30, 2009   File No. 0-26460

Dear Mr. Gottlieb:
 We have reviewed your response letter dated January 22, 2010 and have the following
additional comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our comments, we may ask  you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Jay Gottlieb
Spatializer Audio Laboratories, Inc. February 2, 2010 Page 2
 Form 8-K dated December 30, 2009

 Item 4-01. Changes in Registrant’s Certifying Accountant

 1. We note your responses to prior comments 1 – 3 as well as the background information
provided on the nature of the disagreements.  In regard to these disagreements, please amend your report to comply with the disclosure requirements of Item 304(a)(1)(iv) of Regulation S-K for statements (B) and (C).
 2. Please refer to prior comment 4.  We do not see where you have provided all the
disclosure required by Item 304(b) of Regulation S-K.  Please revise to provide the required disclosures, or otherwise tell us where you have provided the required disclosures.
 3. To the extent that you amend the Form 8-K to comply with our comments, please obtain
and file an Exhibit 16 letter from the former accountant stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.
  General

 4. We note that you did not provide all of the acknowledgments previously requested.
Please provide, in writing, a statement from the company acknowledging that:

• The company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 5. We note that your correspondence dated January 22, 2010 addresses our comments for
two distinct and separate registrants.  In responding to the comments above, please prepare and submit separate correspondences for each registrant.

*    *    *    *

Mr. Jay Gottlieb
Spatializer Audio Laboratories, Inc. February 2, 2010 Page 3
 As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3626.         S i n c e r e l y ,           D a v i d  B u r t o n         Staff Accountant

CORRESP
1
filename1.htm

    secrespltr.htm

    CARL N.
DUNCAN, ESQ., LLC

    ATTORNEY
AT LAW

    cduncan@cnduncanlaw.com

            5718 Tanglewood
      Drive
            (301)
  263-0200

            Bethesda,
      Maryland  20817
            Fax (301)
    576-5193

    January
22, 2010

    VIA
MESSENGER AND EDGAR FILING AS CORRESPONDENCE

    David
Burton, Staff Accountant

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3030

    Washington,
D.C. 20549

    Re:         Spatializer
Audio Laboratories, Inc. (?SPZR?); File No. 0-26460

    Reliability
Incorporated (?REAL?); File No. 0-07902

    SPZR and REAL Forms 8-K
Filed  December 30, 2009 Relating to Item 4.01

    Dear Mr.
Burton:

    This
letter is in response to the comments of the Division of Corporation Finance
staff (the ?Staff?) of the U.S. Securities and Exchange Commission (the
?Commission?) with respect to the above-referenced filings of Spatializer Audio
Laboratories, Inc. (?SPZR?) and Reliability Incorporated (?REAL?)
(col-lectively, the ?Companies?) as set forth in your respective comment letters
dated December 31, 2009 (the ?Comment Letters?).  The Company hereby
responds to each of the Staff?s outstanding Comments.

    For the
convenience of the Staff, we have reproduced the Staff?s comments from the
Comment Letter in
Italics.  The responses to those Comments immediately follow
the reproduced Staff comments.  In addition to submitting this letter
simultaneously herewith, we are sending you via messenger two (2) copies of this
letter being filed overnight as Correspondence on EDGAR.  The Form
8-K/A referred to herein is being filed concurrently on EDGAR.

    Please
note that there was only one accounting treatment at issue with regard to REAL
(dealing with development stage characterization), not the two issues associated
with SPZR (the development stage issue and the valuation issue growing out of a
July 2009 funding transaction).  While the language of the two SEC
Comment Letters were identical, they should not have been.  That
different treatment is ad-dressed as appropriate below.

    By way of
background (and to provide on a supplemental basis information responsive to the
Comment Letters, very specifically Comment 2):

    ~        The
disagreement relating possible development stage treatment related to both SPZR
and REAL.

    ~        The
valuation issue related only to SPZR.

    ~        As
reflected in the prior auditor?s respective letter dated December 31, 2009 and
appended to the appropriate Form 8-K, there were no further disagreements with
Schumacher on accounting principle or practice, financial statement disclosure
or auditing scope or procedure.

    ~         With
regard to development stage treatment:

            -
            The
      issue arose during the Company?s third quarter, the period ended September
      30, 2009.

            -
            Each
      of the Companies were previously operating entities going back at least 20
      years.

            -
            Because
      of changed circumstances (sale of the primary business in the case of REAL
      and going through a Chapter 11 Bankruptcy in the case of
      SPZR),  each became a shell and each Com-pany has so
      characterized.

            -
            Each
      of the Companies believe that it is not a development stage company, based
      on accounting pronouncements, since it is dormant and not presently
      pursuing any business opportunity other than as a shell
      company.

      David
Burton

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      Page  2

      January
22, 2010

              -
              In
      contrast, Schumacher believed that a shell company is by definition of a
      development stage company.

              -
              As
      evidenced by proper filing of the respective Form 10-Q for the periods
      ending June 30, 2009 and September 30, 2009, SPZR and REAL has each
      concluded the development stage company issue has been
      resolved.

               -
              SPZR
      and REAL recognize each is required to change its accounting treatment
      when, in the fu-ture, becomes a development stage
  company.

    ~        The
second issue pertinent only to SPZR) involved the valuation associated with the
Company?s July 7, 2009 stock issuance:

            -
            This
      dispute culminated in the voiding of the transaction as discussed above
      and in SPZR?s Form 8-K filed November 23, 2009.

            -
            With
      regard to the valuation issue, the issue arose during the third quarter,
      the period ended September 30, 2009.

            -
            Even
      though the purchase of restricted shares are typically purchased at a
      discount to market price, the SPZR shares at issue were purchased at the
      average closing price per share for the 10 days prior?i.e., without a
      discount.

            -
            Schumacher
      believed that the valuation should be based on the sale price on
      comparable shells (not the per share market value price as in this
      case).

            -
            The
      issue became moot when an outside consultant noted that the price per
      share paid was below the Company?s .01 par value per share, an ultra vires
      act.

            -
            An
      immediate rescission was effected per the Schumacher corrective action
      recommendation, thereby voiding the prior transaction.

            -
            Since
      these matters all occurred within SPZR?s third quarter, no restatement for
      prior periods was or is required.

    Item
4-01.  Changes in Registrant?s Certifying
Accountant

              1.

              Please
      clarify whether, during your two most recent quarters ended June 30 and
      September 30, 2009 and the subsequent interim period through December 30,
      2009 before your former auditor was terminated, you had any disagreements
      with your former auditor on any matter of accounting principle or
      practice, financial statement disclosure, or auditing scope or
      procedure.

    Response
to Comment 1:  Noting that the prior auditor provided its ?no
disputes? letter respectively for SPZR and REAL (and each was attached to the
respective Form 8-K filed December 31, 2009), the Companies are satisfied that
the disclosures in their respective Form 8-K filed are accurate and do not
require amendment.  The disclosures that follow are being submitted
supplemental per the Staff?s request.

              2.

              Refer
      to paragraph of the Form 8-K where you identify accounting
      disagreements.  For each disagreement, please tell us
      supplementally:

              *
      the period to which the disagreement
relates;

              *
      the nature of the disagreement including the registrant?s position and the
      former accountant?s position at the time of the
    disagreement;

              *
      the financial statement amounts
involved;

              *
      why the disagreement could not be resolved or how it was
      resolved;

              *
      how and by whom the amounts were determined;
  [and]

              *
      whether you restated (or intend to restate) any prior period for any
      adjustment, and if not, why.

        David
Burton

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page  3

        January
22, 2010

      Response to
Comment 2:  In fact, there was only one disagreement with
regard to Reliability Incorporated (?REAL?), specifically whether the Company
should be filing as a development stage company.  The valuation issue was unique to
Spatializer Audio Laboratories, Inc. (?SPZR?) and, accordingly, your (i)
valuation comment as to REAL was misplaced and (ii) we request the Staff waive
that portion of your REAL Comment Letter relating to
valuation.  For a breakout of the info here requested on a
Company and issue by issue basis, see the background outlined above.

              3.

              With
      respect to the disagreements with the former accountants, amend the Form
      8-K to provide all information required by Item 304(a)(1)(v)(B)-(D)) of
      Regulation S-K, as applicable.

    Response to Comment
3:   We believe all disclosures so required were made in
the respective Form 8-K.

              4.

              Please
      also note the requirements of Item 304(b) of Regulation S-K.  If
      there were any material transactions or events similar to those involved
      in the disagreement that you accounted for or disclosed differently than
      your former accountant would have concluded was required, revise to
      provide all of the disclosures required by Item 304(b) of Regulation
      S-K.

    Response to Comment
4:  We believe all disclosures so required were made in the
respective Form 8-K.

              5.

              Provide
      us with any letter or written communication to and from the former
      accountants regarding any disagreement so reportable events to management
      or the Audit Committee.

    Response to Comment
5:  The Companies advise me that communications relating to the
developmental stage issue were done orally and the Companies believe all
disclosures so required were made in the respective Form 8-K. The
communications relating to the valuation issue associated with SPZR dealt with
an exchange between Schumacher & Associates, Inc. as to the fairness of the
price paid but, since the transaction was voided (at the suggestion of such
auditing firm once it was advised that the sale was ultra vires--since less than
the SPZR par value), those communications would appear to be moot and have been
omitted.   (SPZR, of course, will submit should the staff still
so request.)

              6.

              To
      the extent that you amend the Form 8-K to comply with our comments, please
      obtain and file an Exhibit 16 letter from the former accountant stating
      whether the accountant agrees with your Item 304 disclosures, or the
      extent to which the accountant does not
agree.

    Response to Comment
6:  For the reasons outline above, there neither a dispute with
the departing auditory and there is no need to file an Amendment to either or
both Companies? Form 8-K).

    Since
there is no outstanding dispute, no letter is being provided by
Schumacher.  The Staff is referred instead to the ?no disputes? letter
prepared by Schumacher and filed as an exhibit to the Form 8-K filed December
31, 2009 by SPZR and REAL, respectively.

        David
Burton

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        Page  4

        January
22, 2010

    We, of
course, stand ready to respond to any further questions you may have and/or if
you require additional information.  We appreciate your consideration
of this matter and trust the Staff has no further comments.

    Sincerely,

    /s/ Carl N. Duncan

    Carl N.
Duncan

    cc:           Jay
Gottlieb

    Gregg Schneider

    Michael C. Pearce

    Dave Sherwood

    Mick Schumacher/Lois
Huston

    ACKNOWLEDGED
AND AGREED AS

    TO
FOREGOING FACTUAL ELEMENTS

    _/s/ Jay
Gottlieb________________________

    Jay
Gottlieb, Chairman and President Respectively of

    Spatializer
Audio Laboratories, Inc.

    and
Reliability Incorporated

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3030

December 31, 2009

Via Facsimile and U.S. Mail

Mr. Jay Gottlieb President Spatializer Audio Laboratories, Inc.  410 Park Avenue, 15
th Floor
New York, NY   10022
 RE: Spatializer Audio Laboratories, Inc.
  Item 4.01 Form 8-K
  Filed December 30, 2009   File No. 0-26460

Dear Mr. Gottlieb:
 We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Jay Gottlieb
Spatializer Audio Laboratories, Inc. December 31, 2009 Page 2
Form 8-K dated December 30, 2009
 Item 4-01. Changes in Registrant’s Certifying Accountant

 1. Please clarify whether, during your two most recent quarters ended June 30 and
September 30, 2009 and the subsequent interim period through December 30, 2009 before your former auditor was terminated, you had any disagreements with your former auditor on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure.
 2. Refer to the paragraph of the Form 8-K where you identify accounting disagreements.
For each disagreement, please tell us supplementally:
  *the period to which the disagreement relates;
*the nature of the disagreement including the registrant’s position and the former accountant’s position at the time of the disagreement; *the financial statement amounts involved; *why the disagreement could not be resolved or how it was resolved; *how and by whom the amounts were determined; *whether you restated (or intend to restate) any prior period for any adjustment, and if not, why.
3. With respect to the disagreement with the former accountants, amend the Form 8-K to
provide all information required by Item 304(a)(1)(v)(B)-(D) of Regulation S-K, as applicable.
 4. Please also note the requirements of Item 304( b) of Regulation S-K.  If there were any
material transactions or events similar to those involved in the disagreement that you accounted for or disclosed differently than your former accountant would have concluded was required, revise to provide all of the disclosures required by Item 304(b) of Regulation S-K.
 5. Provide us with any letter or written communication to and from the former accountants
regarding any disagreements or reportable events to management or the Audit Committee.
 6. To the extent that you amend the Form 8-K to comply with our comments, please obtain
and file an Exhibit 16 letter from the former accountant stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.

*    *    *    *

Mr. Jay Gottlieb
Spatializer Audio Laboratories, Inc. December 31, 2009 Page 3

 As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3626.         S i n c e r e l y ,           D a v i d  B u r t o n         Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3030

August 6, 2009

Via U.S. Mail

Mr. Jay Gottlieb President Spatializer Audio Laboratories, Inc.
410 Park Avenue, 15
th Floor
New York, NY   10022

 RE: Spatializer Audio Laboratories, Inc.
  Item 4.01 Form 8-K
  Filed July 22, 2009   File No. 0-26460

Dear Mr. Gottlieb:   We have completed our review of your Form 8-K and related filings and have no
further comments at this time.            S i n c e r e l y ,                   Kevin Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

August 5, 2009

Securities and Exchange Commission

Washington, D.C.  20549

VIA EDGAR

Re:   Spatializer Audio Laboratories, Inc.

Dear Mr. Burton:

In connection with our Form 8-K/A filing of August 5, 2009 we hereby confirm that:

·

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Spatializer Audio Laboratories, Inc.

By:           /s/ Jay Gottlieb

---------------------------

Jay Gottlieb, Chairman of the Board, Secretary and Treasurer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3030

July 23, 2009

Via Facsimile and U.S. Mail

Mr. Jay Gottlieb President Spatializer Audio Laboratories, Inc.  410 Park Avenue, 15
th Floor
New York, NY   10022
 RE: Spatializer Audio Laboratories, Inc.
  Item 4.01 Form 8-K
  Filed July 22, 2009   File No. 0-26460

Dear Mr. Gottlieb:
 We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Jay Gottlieb
Spatializer Audio Laboratories, Inc. July 23, 2009 Page 2
Form 8-K dated July 21, 2009
 Item 4-01. Changes in Registrant’s Certifying Accountant

1. Please state whether, during your two most recent fiscal years and the subsequent interim
period through July 21, 2009  before your former auditor was dismissed, you had any
disagreements with your former auditor on any matter of accounting principle or practice,
financial statement disclosure, or auditing scope or procedure.
2. To the extent that you amend the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountant stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.

*    *    *    *

 As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Jay Gottlieb
Spatializer Audio Laboratories, Inc. July 23, 2009 Page 3
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3626.         S i n c e r e l y ,           D a v i d  B u r t o n         Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

May 27, 2009

Via Facsimile and U.S. Mail

Mr. Jay Gottlieb  Chairman of the Board and President Spatializer Audio Laboratories, Inc. 410 Park Avenue, 15
th Floor
New York, NY  10022
 Re: Spatializer Audio Laboratories, Inc.
Form 10-K for the Year Ended December 31, 2007
Form 10-K for the Year Ended December 31, 2008 File No.  000-264600

Dear Mr. Gottlieb:
  We have completed our review of your Fo rms 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,                     Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
2
filename2.htm

    Unassociated Document

    CARL N.
DUNCAN, ESQ., LLC

    ATTORNEY
AT LAW

    cduncan@cnduncanlaw.com

            5718
      Tanglewood Drive

              Bethesda,
      Maryland  20817

               (301)
      263-0200
Fax (301)
576-5193

April
  23, 2009

    VIA
MESSENGER

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3030

    Washington,
D.C. 20549

    Re:
Spatializer Audio Laboratories, Inc.

    Form 10-K for the Year ended December
31, 2007

    Forms 10-Q for Quarters Ended March 31,
June 30 and September 30, 2008

    File
No. 000-26460

    Dear Ms.
Dicker:

    This
letter is in response to the supplemented comments of the Division of
Corporation Finance staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) with respect to the above-referenced filings of
Spatializer Audio Laboratories, Inc. (the “Company”) as set forth in your letter
dated April 14, 2009 (the “Current Comment Letter”).  This response is
prepared on behalf of Jay Gottlieb, the Company’s Principal Executive Officer,
and Greg Schneider, the Company’s Principal Financial Officer (“current
management”), as well as the members of the Company’s Board of Directors,
respectively Mr. Gottlieb, Mr. Schneider and Michael C. Pearce (the
“Board”).

    As
discussed with undersigned outside counsel, Carl N. Duncan, current and former
management consummated acquisition transactions shortly after a March 31, 2008
filing with the Commission of its Form 10-K Annual Report for the fiscal year
ended December 31, 2007 (the “Annual Report”).  In connection with
those April 2008 transactions (as described in more detail in our January 26,
2009 response letter), the Company experienced a change of control and the
Company's prior sole officer, who prepared and signed the Annual Report,
resigned.

    In that
context, the Company and its current management hereby responds to each of the
Staff’s outstanding Comments.  For the convenience of the Staff, we
have reproduced the Staff’s comments from the Current Comment Letter in Italics.  The
responses to those Comments immediately follow the reproduced Staff
comments.  In addition to submitting this letter simultaneously
herewith, we are sending you via messenger two (2) copies of this letter being
filed overnight as Correspondence on EDGAR.  The supplemental material
referred to herein (the associated Form 10-K/A Annual Report and Forms 10-Q/A
Quarterly Reports) is being filed concurrently on EDGAR.

                Lynn
      Dicker, Reviewing Accountant

                  United
      States Securities and Exchange Commission

                  Division
      of Corporation Finance

                  Page  2

                  April 21,
      2009

    Form
10-K for the Year ended December 31, 2007

    Item 6.  Selected
Financial Data, page 7 of Proposed Form 10-K/A

              1.

              Please
      refer to prior comment 1 from our letter dated March 27,
      2009.  We note from page 8 of your draft amendment that you
      continue to report “revenues,” “cost of revenues,” “gross profit,” etc.
      from continuing operations for each reporting period presented within your
      selected financial data.  Even though you added the line items
      entitled “loss from continuing operations” and “gain(loss) from
      discontinued operations” within your selected financial data table for
      each reporting period presented, it does not appear that you have revised
      your statement of operation information reported within this table for
      each reporting period presented to reflect the sale of your assets to DTS,
      Inc. in fiscal 2007 as discontinued operations in accordance with
      paragraph 43 of SFAS 144.  Additionally, it does not appear that
      the selected financial data agrees to your audited financial statements on
      page 19 of your draft amendment.  Please revise or
      advise.

    Response
to Comment 1: The presentation of selected financial data has been expanded to
clarify which line items relate to continuing and discontinued operations, as
indicated on the Consolidated Statements of Operations and in Note
11.

    Item 8.  Financial
Statement and Supplementary Data, page 16 of proposed Form
10-K/A

              2.

              Please
      refer to prior comment 3 from our letter dated March 27,
      2009.  We note that you continue to report “revenues,” and
      “gross margin,” etc. from continuing operations for each quarterly
      reporting period presented within your selected quarterly financial data
      table.  Even though you added the line items entitled “loss from
      continuing operations” and “gain(loss) from discontinued operations”
      within your selected quarterly financial data table for each reporting
      period presented, it does not appear that you have revised your statement
      of operation information reported in this table for each reporting period
      presented to reflect the sale of your assets to TDS, Inc. in fiscal 2007
      as discontinued operations in accordance with paragraph 43 of SFAS
      144.  Please revise or
advise.

    Response to Comment
2:  The presentation of quarterly data has been expanded to
clarify which line items relate to continuing and discontinued operations for
each reporting period.

            Lynn
      Dicker, Reviewing Accountant

              United
      States Securities and Exchange Commission

              Division
      of Corporation Finance

              Page  3

              April 21,
      2009

              Exhibit
      31.1

              3.

              Please
      refer to prior comment 9 from our letter dated February 18, 2009 and
      comment 8 from our letter dated March 27, 2009.  We note your
      certifications filed pursuant to Exchange Act Rule 13a-14(a) included
      within your proposed filings are still not in the exact form prescribed by
      Item 601(b)(31) of Regulation S-K.  Specifically, paragraph 1
      for Gregory Schneider is not in the exact form and refers to the incorrect
      report.  As previously requested, please revise your filings to
      include revised certifications that conform to the exact wording
      required by Item 601(b)(31) of Regulation
S-K.

    Response to Comment
3:   The requested changes to Exhibit 31.1 regarding exact
wording have been incorporated.

    Forms 10-Q for the Quarter
Ended March 31, 2008, June 30, 2008 and September 30, 2008

    Item
4T.   Controls and Procedures

              4.

              Please
      revise your filings to include the conclusion of your principal executive
      and principal financial officers, or persons performing similar functions,
      regarding the effectiveness of your disclosure controls and procedures as
      of the end of the periods covered by your quarterly
      reports.  Refer to the guidance in Item 307 of Regulation
      S-K.

    Response to Comment
4:  The Company has revised its disclosures regarding
disclosure controls and procedures.

    We, of
course, stand ready to respond to any further questions you may have and/or if
you require additional information.  We appreciate your consideration
of this matter trust the Staff has no further comments.

    Sincerely,

    Carl N.
Duncan

    Enclosures:

    ~           Form
10-K/A for period ended December 31, 2007

    ~           Form
10-Q/A for period ended March 31, 2008

    ~           Form
10-Q/A for period ended June 30, 2008

    ~           Form
10-Q/A for period ended September 30, 2008

    cc:           Jay
Gottlieb

    Gregg Schneider

    Michael C. Pearce

    Dave Sherwood

    Larry McEwen

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

  DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030

April 14, 2009
Via Facsimile and U.S. Mail

 Mr. Jay Gottlieb  Chairman of the Board and President Spatializer Audio Laboratories, Inc.
410 Park Avenue, 15
th Floor
New York, NY  10022

 Re: Spatializer Audio Laboratories, Inc.
Form 10-K for the Year Ended December 31, 2007
 Filed March 31, 2008 Forms 10-Q for the Quarter Ended September 30, 2008, June 30, 2008, and             September 30, 2008 File No.  000-264600

Dear Mr. Gottlieb:

We have reviewed your filings and your re sponse letter filed on April 8, 2009 and we
have the following comments. We have limited our  review to only your fi nancial statements and
related disclosures and will make no further re view of your documents.  Where indicated, we
think you should revise your documents in response  to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
April 14, 2009 Page 2  Form 10-K for the Year Ended December 31, 2007

 Item 6.  Selected Financial Data , page 7 of proposed Form 10-K/A

 1. Please refer to prior comment 1 from our letter dated March 2 7, 2009.  We note from
page 8 of your draft amendment that you c ontinue to report “revenues,” “cost of
revenues,” “gross profit,” etc. from conti nuing operations for each reporting period
presented within your selected financial data.  Even though you added the line items
entitled “loss from continuing operations” a nd “gain(loss) from di scontinued operations”
within your selected financial data table for each reporting period presented, it does not
appear that you have revised your statement of  operation information reported within this
table for each reporting period pres ented to reflect the sale of your assets to DTS, Inc. in
fiscal 2007 as discontinued operations in accordance with paragraph 43 of SFAS 144.
Additionally, it does not appear that the select ed financial data agre es to your audited
financial statements on page 19 of your draf t amendment.  Please revise or advise.

Item 8. Financial Statements and Supplement ary Data, page 16 of proposed Form 10-K/A

Note 12.  Selected Quarterly Financial Data, page 28 of proposed Form 10-K/A
 2. Please refer to prior comment 3 from our le tter dated March 27, 2009.  We note that you
continue to report “revenues,” and “gross marg in,” etc. from continuing operations for
each quarterly reporting period presented within  your selected quarterly financial data
table.  Even though you added the line items  entitled “loss from continuing operations”
and “gain(loss) from discontinued operations ” within your selected  quarterly financial
data table for each reporting period presented, it does not appear that you have revised your statement of operation information reporte d in this table for each reporting period
presented to reflect the sale of your assets to DTS, Inc. in fiscal 2007 as discontinued
operations in accordance with paragraph 43 of SFAS 144.  Please revise or advise.

Exhibit 31.1

3. Please refer to prior comment 9 from our letter dated February  18, 2009 and comment 8
from our letter dated March 27, 2009.  We note your certifications filed pursuant to
Exchange Act Rule 13a-14(a) included within  your proposed filings are still not in the
exact form prescribed by Item 601(b)(31) of  Regulation S-K.  Specifically, paragraph 1
for Gregory Schneider is not in the exact form  and refers to the incorrect report.  As
previously requested, please revise your fili ngs to include revised certifications that
conform to the exact  wording required by Item 601( b)(31) of Regulation S-K.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb April 14, 2009 Page 3
 Forms 10-Q for the Quarter Ended March 31, 2008, June 30, 2008 and September 30, 2008

Item 4T.  Controls and Procedures
 4. Please revise your filings to include the conclusions of your principal executive and
principal financial officers, or persons pe rforming similar functions, regarding the
effectiveness of your disclosure controls and procedures  as of the end of the periods
covered by your quarterly reports.  Refer to the guidance in Item 307 of Regulation S-K.

As appropriate, please amend your 2007 Form  10-KSB and 2008 Forms 10-Q respond to
these comments within 10 business days or tell us  when you will provide us with a response.
You may wish to provide us with marked copies  of the amendments to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested.  Detailed cover letters greatly facilitate our review.  Please file your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your amendments and responses to our comments.

 You may contact Tara Harkins, Staff Acc ountant, at (202) 551-3639 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Kevin Vaughn, Accounting Branch Chief, at (202) 551-3643.

       S i n c e r e l y ,

        Lynn Dicker         Reviewing Accountant

CORRESP
2
filename2.htm

    Unassociated Document

     CARL
N. DUNCAN, ESQ., LLC

    ATTORNEY
AT LAW

    cduncan@cnduncanlaw.com

                5718 Tanglewood
      Drive

                (301)
      263-0200

                Bethesda,
      Maryland  20817

                Fax
      (301) 576-5193

        April 8,
2009

    VIA
MESSENGER

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3030

    Washington,
D.C. 20549

    Re:         Spatializer
Audio Laboratories, Inc.

    Form 10-K/For Year ended December 31,
2007

    Forms 10-Q for Quarters Ended March 31,
June 30 and September 30, 2008

    File
No. 000-2646000

    Dear Ms.
Dicker:

    This
letter is in response to the supplemented comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) with respect to the above-referenced filings of
Spatializer Audio Laboratories, Inc. (the “Company”) as set forth in your letter
dated March 27, 2009 (the “Current Comment Letter”).  This response is
prepared on behalf of Jay Gottlieb, the Company’s Principal Executive Officer,
and Greg Schneider, the Company’s Principal Financial Officer (“Current
management”), as well as the members of the Company’s Board of Directors,
respectively Mr. Gottlieb, Mr. Schneider and Michael C. Pearce (the
“Board”).

    As
discussed with undersigned outside counsel, Carl N. Duncan, Current and former
management consummated acquisition transactions shortly after a March 31, 2008
filing with the Commission of its Form 10-K Annual Report for the fiscal year
ended December 31, 2007 (the “Annual Report”).  In connection with
those April 2008 transactions (as described in more detail in our January 26,
2009 response letter), the Company experienced a change of control and the
Company's prior sole officer, who prepared and signed the Annual Report,
resigned.

    In that
context, the Company and its current management hereby responds to each of the
Staff’s outstanding Comments.  For the convenience of the Staff, we
have reproduced the Staff’s comments from the Current Comment Letter in Italics.  The
responses to those Comments immediately follow the reproduced Staff
comments.  In addition to submitting this letter simul-taneously
herewith, we are sending you via messenger two (2) copies of this letter and the
sup-plemental material referred to herein (the associated Form 10-K/A Annual
Report and Forms 10-Q/A Quarterly Reports and to be filed overnight as
Correspondence on EDGAR).  As we have discussed, the associated,
respective 2007 Form 10-K/A and Forms 10-Q/A (as amended) will be filed formally
once the Staff advises us it has no further comments.

        1

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Page
2

     April
8,2009

    Form 10-K for the Year
ended December 31, 2007

    Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations

              1.

              Please update your discussion of your results of
      operations for each reporting period presented based upon your restated
      financial statements.  Refer to the guidance in Item 303(d) of
      Regulation S-K.  This comment is also applicable to your amended
      fiscal 2008 Forms 10-Q.

    Response
to Comment 1: The results of operations for each reporting period has been
updated as requested.

    Report of
Independent Registered Public Accounting
Firm, page 21 of proposed Form 10-K/A

              2.

              We note your response to prior comment from our
      February 18, 2009 letter.  We note that your current auditor
      will update its opinion on the 2007 and 2006 financial
      statements.  Please confirm that your predecessor auditor will
      also update its opinion on the 2005 financial statements included within
      this filing to cover the restatement related to reflecting the sale of
      your assets to DTS, Inc. in fiscal 2007 as discontinued
      operations.  The updated opinion should include an explanatory
      paragraph referring to the restatement of the 2005 financial
      statements.  Refer to the guidance in AU
  420.12.

    Response to Comment
2:  The predecessor auditor, Farber Hass, has confirmed that it
will also update its opinion for the Company, concurrently including in such
opinion anexplanatory  paragraph referring to the restatement of the
2005 financial statements.

              Note 12, Selected
      Quarterly Financial Data, page 36 of proposed Form
      10-K/A

              3.

              Please revise your selected quarterly financial data
      for each reporting period presented to reflect the sale of your assets to
      DTS, Inc. in fiscal 2007 as discontinued operations.  Please
      also include the disclosures required by paragraph 26 of SFAS 154 related
      to the restatement within your selected quarterly financial
      data.  Please label the selected quarterly financial data “as
      restated.”

    Response to Comment 3:   The selected quarterly
financial data for each reporting period has been updated with appropriate
disclosure restated, as requested.

    Item 9A(T) Controls and
Procedures, page 36 of proposed Form 10-K/A

              4.

              Please refer to prior comment 8 from our letter dated
      February 18, 2009.  It is unclear from your proposed disclosure
      the date on which you are assessing the effectiveness of your internal
      control over financial reporting.  For instance, we note from
      your proposed disclosure that the company “believes that, as of the date
      of [your] report, [your] system of internal control over financial
      reporting was ineffective.”  As previously requested, please
      review your disclosure to include your assessment of the effectiveness of
      your internal control over financial reporting as of the end of the most
      recent fiscal year, which in your case is December 31,
  2007.

        2

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Page 3

    April
8,2009

    Response to Comment
4:  The Company has taken note of this Comment 4 from the Staff
and has revised its disclosures accordingly.

              5.

              Further to the above, it is also unclear from your
      proposed disclosure the date on which you are assessing the effectiveness
      of your disclosure controls and procedures.  For instance, we
      note from your proposed disclosure that your management “as of the date of
      this Amended quarterly report, . . .have concluded that [your] disclosure
      controls and procedures as the end of the period cover by [your] report
      were effective. . .”  Please revise your disclosure to include
      your assessment of the effectiveness of disclosure controls and procedures
      as of the end of the most recent fiscal year, which in your case is
      December 31, 2007.

    Response to Comment 5: The Company has taken
note of this Comment 5 from the Staff and has revised its disclosures
accordingly.

              6.

              We further note your management has continued to
      conclude that your disclosure controls and procedures were effective as of
      the end of the fiscal year even though you failed to provide management’s
      report on internal control over financial reporting; you disclose that you
      had a lack of segregation of duties, and that you are restating your 2007
      financial statements to report the sale of your business in 2007 as
      discontinued operations.  Please tell us the factors you
      considered in more detail and highlight for us those factors that
      supported your conclusion.  In particular, please explain how
      you considered the definition of disclosure controls and procedures
      provided in Rule 13a-15(c), which indicates that effective disclosure
      controls and procedures would ensure that information required to be
      disclosed by the issuer is recorded, processed, summarized and reported
      within the time periods specified in the Commission’s rules and
      forms.  In addition, as discussed in Compliance and Disclosure
      Interpretation 115.02, which you can find at
      http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm, failure to
      file management’s report on Internal Control over Financial Reporting
      rendered your annual report materially deficient and also rendered the
      company not timely or current in its Exchange Act Reporting.  In
      light of these facts, please explain how you could conclude that
      disclosure controls and procedures were
      effective.  Alternatively, please amend your 2007 Form 10-K to
      disclose management’s revised conclusion on the effectiveness of your
      disclosure controls and procedures, i.e., that disclosure controls and
      procedures were not effective as of the end if the fiscal
  year.

    Response to Comment 6:  The Company has taken note of
this Comment 6 from the Staff and has revised its disclosures to indicate that
its internal control over financial reporting, and its disclosure controls and
procedures were ineffective as of December 31, 2007.

              7.

              Please refer to prior comment 7 from our letter dated
      February 18, 2009.  We note your response to our prior comments
      but we still note no revisions to the language addressed in the
      comment.  Not withstanding the above comments, as previously
      requested, in future filings beginning with the planned amendments, please
      remove the superfluous language following the word “effective” or
      “ineffective”, or revise the disclosure so that
the

          3

      Lynn
Dicker, Reviewing Accountant

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      Page 4

      April 8,2009

    language is substantially similar in all material
respects to the language that appears in the entire two-sentence definition of
“disclosure controls and procedures” set forth in Rule
13a-15(e).  This comment is also applicable to your amended fiscal
2008 Forms 10-Q.

    Response to Comment 7:   The Company has taken
note of this Comment 7 from the Staff and has revised its disclosures
accordingly.

              Exhibit
      31.1

              8.

              Please refer to prior comment 9 from our letter dated
      February 18, 2009.  We note your certifications filed pursuant
      to Exchange Act Rule 13a-14(a) included within your proposed filings are
      still not in the exact form prescribed by Item 601(b)(31) of Regulation
      S-K.  Specifically, the introduction and paragraph 1 are not in
      the exact form.  As previously requested, please revise your
      filings to include revised certifications that conform to the exact
      wording required by Item 601(b)(31) of Regulation
S-K.

    Response to Comment
8: The Company has taken note of this Comment 8 from the Staff and has
made its disclosures exactly as requested.

    Forms
10-Q for the Quarter Ended March 31, 2008, June 30, 2008 and September 30,
2008

    Item 4T.  Controls
and Procedures

              9.

              We note from your proposed filings that you have chosen
      to include management’s report on internal control over financial
      reporting as of March 31, 2008, June 30, 2008, and September 30, 2008 even
      though you are only required to include this assessment on your internal
      controls over financial reporting as of the end of the most recent fiscal
      year based upon the guidance in Item 308 of Regulation S-K  If
      you continue to include management’s report on internal controls over
      financial reporting in your Forms 10-Q, please note that you will need to
      apply the comments issued on the Form 10-K
above.

    Response to Comment
9:  The Company has taken note of this Comment 9 from the Staff
and has revised its disclosures accordingly. Very specifically, per my
discussion yesterday with the Staff’s Tara Harkins, the disclosures have been
substantively revised relative to effective/ineffective assessment, noting that
there is a progression from internal control having been ineffective as of
year end 2007 and during 1st quarter
2008 and, with the substantive changes starting in 2nd quarter
2008, to being effective during that and subsequent periods.

    We, of
course, stand ready to respond to any further questions you may have and/or if
you require additional information.  We appreciate your consideration
of this matter, and look for-ward to working with you, on current management’s
to resolve the Staff’s comments.

    Sincerely,

    Carl N.
Duncan

        4

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Page 5

    April
8,2009

    Enclosures:

    ~           Form
10-K/A for period ended December 31, 2007

    ~           Form
10-Q/A for period ended March 31, 2008

    ~           Form
10-Q/A for period ended June 30, 2008

    ~           Form
10-Q/A for period ended September 30, 2008

    cc:           Jay
Gottlieb

    Gregg Schneider

    Michael C. Pearce

    Dave Sherwood

    Larry McEwen

        5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

  Mail Stop 3030

March 27, 2009
Via Facsimile and U.S. Mail

 Mr. Jay Gottlieb  Chairman of the Board and President Spatializer Audio Laboratories, Inc. 410 Park Avenue, 15
th Floor
New York, NY  10022
 Re: Spatializer Audio Laboratories, Inc.
Form 10-K for the Year Ended December 31, 2007
 Filed March 31, 2008 Forms 10-Q for the Quarter Ended September 30, 2008, June 30, 2008, and             September 30, 2008 File No.  000-264600

Dear Mr. Gottlieb:

We have reviewed your filings and your re sponse letter filed on Edgar on March 19, 2009
and we have the following comments. We have  limited our review to only your financial
statements and related disclosures and will make  no further review of your documents.  Where
indicated, we think you should re vise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
March 27, 2009 Page 2  Form 10-K for the Year Ended December 31, 2007

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 1. Please update your discussion of your results  of operation for each reporting period
presented based upon your restated financial st atements.  Refer to the guidance in Item
303(d) of Regulation S-K.  This comment is also applicable to your amended fiscal 2008
Forms 10-Q.
 Report of Independent Registered Public Acc ounting Firm, page 21 of proposed Form 10-K/A

 2. We note your response to prior comment 1 fr om our February 18, 2009 letter.  We note
that your current auditor will update its opinion on the 2007 and 2006 financial statements.  Please confirm that your predece ssor auditor will also update its opinion on
the 2005 financial statements included within th is filing to cover the restatement related
to reflecting the sale of your a ssets to DTS, Inc. in fiscal 2007 as discontinued operations.
The updated opinion should include an explanat ory paragraph referri ng to the restatement
of the 2005 financial statements.  Refer to the guidance in AU 420.12.
 Note 12.  Selected Quarterly Financial Data, page 36 of proposed Form 10-K/A

 3. Please revise your selected quarterly financia l data for each reporting period presented to
reflect the sale of your assets  to DTS, Inc. in fiscal 2007 as discontinued operations.
Please also include the disclosures required by paragraph 26 of SFAS  154 related to the
restatement within your selected quarterly fi nancial data.  Please label the selected
quarterly financial da ta “as restated.”
Item 9A(T)  Controls and Procedures, page 36 of proposed Form 10-K/A

 4. Please refer to prior comment 8 from our le tter dated February 18, 2009.  It is unclear
from your proposed disclosure the date on which you are assessing th e effectiveness of
your internal control over financial reporting.  For instance, we note from your proposed
disclosure that the company “believes that, as  of the date of [your] report, [your] system
of internal control over financial reporting was ineffective.”  As previously requested,
please revise your disclosure to include your  assessment of the effectiveness of your
internal control over financial reporting as of the end of the most recent fiscal year , which
in your case is December 31, 2007.
 5. Further to the above, it is al so unclear from your proposed disclosure the date on which
you are assessing the effectiven ess of your disclosure controls and procedures.  For
instance, we note from your proposed disclosure  that your management “as of the date of
this Amended quarterly report, …have concluded that [your] disclosure controls and
procedures as the end of the period cover by [ your] report were effectiv e...” Please revise

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
March 27, 2009 Page 3
your disclosure to include your assessment of the effectiveness of di sclosure controls and
procedures as of the end of the most recent fiscal year, which in your case is December
31, 2007.
 6. We further note your management has contin ued to conclude th at your disclosure
controls and procedures were effective as of the end of th e fiscal year even though you
failed to provide management’s report on inte rnal control over financial reporting; you
disclose that you had a lack of segregation of duties, and that you are restating your 2007
financial statements to report the sale of your business in 2007 as discontinued
operations.  Please tell us the factors you considered in more detail and highlight for us
those factors that supported your conclusi on.  In particular, please explain how you
considered the definition of disclosure c ontrols and procedures provided in Rule 13a-
15(e), which indicates that effective disclosure  controls and procedur es would ensure that
information required to be disclosed by the i ssuer is recorded, processed, summarized and
reported within the time periods specified in  the Commission’s rules and forms.  In
addition, as discussed in Compliance and Disclosure Interpretation 115.02, which you
can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file
management's report on Internal Control ove r Financial Reporting rendered your annual
report materially deficient and also rendere d the company not timel y or current in its
Exchange Act Reporting.  In light of these facts, please explain how you could conclude
that disclosure controls and procedures were effective.  Alternatively, please amend your
2007 Form 10-K to disclose management's re vised conclusion on the effectiveness of
your disclosure controls and procedures, i.e., that disclosure controls  and procedures were
not effective as of the end of the fiscal year.
 7. Please refer to prior comment 7 from our letter dated February 18, 2009.  We note your
response to our prior comments but we still note no revisions  to the language addressed
in the comment.  Not withstanding the above  comments, as previously requested, in
future filings beginning with the planned amendments, please remove
 the superfluous
language following the word “effective” or “ineff ective”, or revise the disclosure so that
the language is substantially similar in all ma terial respects to the language that appears
in the entire two-sentence de finition of “disclosure controls  and procedures” set forth in
Rule 13a-15(e).  This comment is also app licable to your amended fiscal 2008 Forms 10-
Q.
 Exhibit 31.1

8. Please refer to prior comment 9 from our letter dated February 18, 2009.  We note your
certifications filed pursuant to Exchange Act Rule 13a-14(a) included within your
proposed filings are still not  in the exact form prescr ibed by Item 601(b)(31) of
Regulation S-K.  Specifically the introduction and paragraph 1 are not in the exact form.
As previously requested, please revise your f ilings to include revised certifications that
conform to the exact  wording required by Item 601( b)(31) of Regulation S-K.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb March 27, 2009 Page 4
 Forms 10-Q for the Quarter Ended March 31, 2008, June 30, 2008 and September 30, 2008

Item 4T.  Controls and Procedures
 9. We note from your proposed filings that you have chosen to include management’s report
on internal controls over financial repo rting as of March 31, 2008, June 30, 2008, and
September 30, 2008 even though you are only required to include this assessment on your internal controls over financial reporting as of  the end of the most recent fiscal year based
upon the guidance in Item 308 of Regulati on S-K.  If you continue to include
management’s report on internal controls over financial reporti ng in your Forms 10-Q,
please note that you will need to apply th e comments issued on the Form10-K above.

As appropriate, please amend your 2007 Form  10-KSB and 2008 Forms 10-Q respond to
these comments within 10 business days or tell us  when you will provide us with a response.
You may wish to provide us with marked copies  of the amendments to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested.  Detailed cover letters greatly facilitate our review.  Please file your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your amendments and responses to our comments.

 You may contact Tara Harkins, Staff Acc ountant, at (202) 551-3639 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Kevin Vaughn, Accounting Branch Chief, at (202) 551-3643.
         S i n c e r e l y ,

        Lynn Dicker         Reviewing Accountant

CORRESP
2
filename2.htm

    Unassociated Document

    SPATIALIZER
AUDIO LABORATORIES, INC.

    2060
EAST AVENIDA DE LOS ARBOLES—SUITE D190

    THOUSAND
OAKS, CALIFORNIA 91362-1376

    March 17,
2009

    VIA
MESSENGER

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3030

    Washington,
D.C. 20549

    Re:
Acknowledgement

    Dear Ms.
Dicker:

    In
connection with responding to the Staff’s February 18, 2009 comments, please be
advised that the Company hereby acknowledges that:

              -

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              -

              staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              -

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Should
you require any further questions, please let us know.

    Very
truly yours,

    /s/ Jay
Gottlieb

    Jay
Gottlieb, President and Principal Executive Officer

    /s/ Greggory
Schneider

    Greggory
Schneider, CFO and Principal Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

February 18, 2009
Via Facsimile and U.S. Mail

 Mr. Jay Gottlieb  Chairman of the Board and President Spatializer Audio Laboratories, Inc. 410 Park Avenue, 15
th Floor
New York, NY  10022
 Re: Spatializer Audio Laboratories, Inc.
Form 10-K for the Year Ended December 31, 2007
 Filed March 31, 2008 Forms 10-Q for the Quarter Ended September 30, 2008, June 30, 2008, and             September 30, 2008 File No.  000-264600

Dear Mr. Gottlieb:

We have reviewed your filings and your re sponse letter filed on Edgar on February 2,
2009 and we have the following comments. We ha ve limited our review to only your financial
statements and related disclosures and will make  no further review of your documents.  Where
indicated, we think you should re vise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
February 18, 2009 Page 2  Form 10-K for the Year Ended December 31, 2007

 Report of Independent Registered Public Accounting Firm, page 18

 1. Please have your auditor update its opinion on the financial statemen ts included within
this filing to cover the restatem ent related to reflecting the sale of your assets to DTS, Inc.
as discontinued operations.  The updated opinion should include an explanatory
paragraph referring to the restat ement of the financial statements.  Refer to the guidance
in AU 420.12.
Consolidated Statement of Operations, page 20

 2. We note from your response to our prior comme nt 1 and your proposed disclosures in the
draft amendments to your December 31, 2007 Form 10-K and your March 31, 2008, June 30, 2008 and September 30, 2008 Forms 10-Q that you plan to restate your consolidated statement of operations for the reported periods to reflect the sale of  your assets to DTS,
Inc. in fiscal 2007 as discontinued operations.  Please further revise the filings to include the disclosures required by para graph 26 of SFAS 154 related to the restatement.  Please
also clearly label the appropriate fi nancial statements “as restated.”

3. Further to the above, please tell us how you have considered the reporting requirements
of Item 4.02 Form 8-K as it relates to th e restatement of your financial statements
included within your December 31, 2007 Form 10-K and March 31, 2008, June 30, 2008
and September 30, 2008 Forms 10-Q.
Note 11. Discontinued Operations, page 3 of proposed Form 10-K/A

 4. Please revise to include an introduction to the discontinued operations table that describes the business and assets that are included in discontinued operations and that discloses the
general terms of the sale.  This comment is also applicable to your  amended fiscal 2008
Forms 10-Q.
Item 9A(T)  Controls and Procedures, page 30

 5. Please refer to our prior comment 2.  We not e from your proposed disclosures on page 34
of your December 31, 2007 Form 10-K, page 18 of your March 31, 2008 Form 10-Q, page 19 of your June 30, 2008 Form 10-Q,  and page 20 of your September 30, 2008
Form 10-Q related to this comment that your current management has concluded that “the material weakness cited within [your] i nternal controls and procedures  were
ineffective to ensure that the information requi red to be disclosed would be disclosed.”  It
does not appear that your certifying offi cers have reached a conclusion that your
disclosure controls and procedures  were ineffective as of the end of the latest reporting
period covered by these reports.  Please revise  to include a clear and definite statement
that discloses your certifying officers’ conclusions as to whether your disclosure controls

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
February 18, 2009 Page 3
and procedure s were effective or were not effective as of the end of the latest reporting
period covered by report identified above.
 6. In addition, we note the disclo sure that while prior mana gement had concluded that
disclosure controls and procedures were  effective at December 31, 2007, March 31, 2008,
June 30, 2008 and September 30, 2008, respectively, following the change in control the new management concluded otherwise.  That di sclosure may be confusing to an investor.
Please revise the applicable section in each filing to remove that disclosure and to include a clear and definite statement that disclose s your certifying officers’ conclusions as to
whether your disclosure controls and procedure s were effective or were not effective as
of the end of the latest reporting period cove red by each report.  As applicable, clearly
explain why disclosure and procedure were not effective and describe any material weaknesses identified.
  7. We note your response to prior comment 3 but we note no revisions to the language
addressed in the comment.  Not withsta nding the above comments, as previously
requested, in future filings beginning with the planned amendments, please remove the superfluous language following the word “e ffective” or “ineffective”, or revise the
disclosure so that the language  is substantially similar in all material respects to the
language that appears in the entire two-sent ence definition of “disclosure controls and
procedures” set forth in Rule 13a-15(e).

8. We note your response to our prior comment 4 and your proposed disclosures.  Please
address the following comments:

• Please include management’s report over its internal control over financial reporting
within Item 9 rather than as Exhibit 10.12 to the filing.
• Please revise your disclosure to include a statement of management's responsibility
for establishing and maintaining adequate  internal control over financial reporting
rather than effective  internal control over financial reporting.
• It is unclear from your proposed disclosu re the date on which you are assessing the
effectiveness of your internal control over financial reporting.  Please revise your
disclosure to include your a ssessment of the effectivene ss of your internal control
over financial reporting as of the end of the most recent fiscal year, which in your
case is December 31, 2007.
• Please revise to disclose any material weaknesses in your internal control over
financial reporting identified by management. In  this regard, also revise to disclose
the specific steps that th e company has taken, if any, to remediate the material
weakness.
Refer to the guidance in Item  308(T) of Regulation S-K.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
February 18, 2009 Page 4  Exhibit 31.1

9. Please refer to prior comments 4 and 8.  We  note your certifications  filed pursuant to
Exchange Act Rule 13a-14(a) included within  your proposed filings are still not in the
exact form prescribed by Item 601(b)(31) of Regulation S-X.  For instance, we note that
you excluded a portion of the introductory langua ge of paragraph 4.  Please revise your
filings to include revised certi fications that conform to the exact  wording required by
Item 601(b)(31) of Regulation S-X.

10. Further to the above, please revise to include separate certifications from each of your
certifying officers.  Refer to Question 16 of the Division of Corporation Finance:
Sarbanes-Oxley Act of 2002 – Frequently  Asked Questions which you can find at
http://www.sec.gov/divisions/cor pfin/faqs/soxact2002.htm.
 Form 10-Q for the Quarterly Period Ended September 30, 2008

 11. We note that the cover page of the draft Form 10-Q for the period ended September 30,
2008 refers to June 30, 2008.  Please revise to  reference the period ended September 30,
2008.
 Representations

 12. We note the three acknowledgements provided on page 2 of your response letter.  Please
have a member of Spatializers’ management provide in writing the three
acknowledgements included at the end of our December 11, 2008 comment letter.  For
your reference, we have repeated the three acknowledgements below at the end of this
letter.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb February 18, 2009 Page 5
  In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
  You may contact Tara Harkins, Staff Acc ountant, at (202) 551-3639 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Kevin Vaughn, Accounting Branch Chief, at (202) 551-3643.
         S i n c e r e l y ,

        Lynn Dicker         Reviewing Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

December 11, 2008
Via Facsimile and U.S. Mail

 Mr. Jay Gottlieb  Chairman of the Board and President Spatializer Audio Laboratories, Inc. 410 Park Avenue, 15
th Floor
New York, NY  10022
 Re: Spatializer Audio Laboratories, Inc.
Form 10-K for the Year Ended December 31, 2007
 Filed March 31, 2008 Forms 10-Q for the Quarter Ended September 30, 2008, June 30, 2008, and             September 30, 2008 File No.  000-264600

Dear Mr. Gottlieb:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial st atements and related disclosures and will make no further review
of your documents.  Where indicated, we think yo u should revise your documents in response to
these comments.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
December 11, 2008 Page 2  Form 10-K for the Year Ended December 31, 2007

Consolidated Statement of Operations, page 20
 1. We note from page 23 and throughout the filing that you and your subs idiary sold all of
your intellectual property assets to DTS, In c. during fiscal 2007.  Please explain to us
how you considered the guidance contained in  paragraphs 41-43 of SFAS 144 on whether
or not you should report the disposal of these assets and their related revenue streams as
discontinued operations.
Item 9A(T)  Controls and Procedures, page 30

 2. We note that your management concluded that your disclosure cont rols and procedures
were effective as of December 31, 2007 even  though you have a lack of segregation of
duties which is deemed a material weakness in internal controls.  We note similar
disclosures within your March 31, 2008, June 30, 2008 and September 30, 2008 Forms
10-Q.  Please tell us how management was able  to conclude that it s disclosure controls
and procedures were effective at December 31, 2007, March 31, 2008, June 30, 2008, and September 30, 2008 considering your lack of segregation of duties.
 3. Further to the above, the language that is cu rrently included after th e word “effective” in
your disclosure here and within your March 31, 2008, June 30, 2008 and September 30, 2008 Forms 10-Q appears to be superfluous, since the meaning of “disclosure controls
and procedures” is established by Rule 13a-15( e) of the Exchange Act.  Please remove
the language in your future filings or revise the disclosure so that the language that
appears after the word “effectiv e” is substantially similar in all material respects to the
language that appears in the entire two-sent ence definition of “disclosure controls and
procedures” set forth in Rule 13a-15(e).

4. It does not appear that your management has performed its assessment of internal control
over financial reporting as of December 31, 2007.  Since you were required to file or filed an annual report for the prior fiscal year, it appears you ar e required to report on your
management’s assessment of internal contro l over financial reporting.  Refer to Item
308(T) of Regulation S-K.  If your management has not yet performed its assessment, we ask that you complete your
evaluation and amend your filing within 30 calendar days to provide the required
management's report on internal control over financial reporting.
              In performing your eval uation, you may find the following documents helpful:

• the Commission’s release Amendments to Rules Regarding Management’s Report on
Internal Control Over Financial Reporting  (Securities Act Release 8809/Financial
Reporting Release 76).  You can find this release at:

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
December 11, 2008 Page 3
http://www.sec.gov/rules/final/2007/33-8809.pdf
;

• the Commission’s release Commission Guidance Regarding  Management’s Report on
Internal Control Over Financial Reporti ng Under Section 13(a ) or 15(d) of the
Securities Exchange Act of 1934 (Securities Act Releas e 8010/Financial Reporting
Release 77).  You can find this release at  http://sec.gov/rules/interp/2007/33-8810.pdf
; and

• the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).

In addition, please evaluate whether manageme nt’s failure to perform or complete its
report on internal control over financial repo rting impacts its conclusions regarding the
effectiveness of your disclosure controls and pr ocedures as of the end of the fiscal year
covered by the report and, as appropriate, re vise your conclusion of the effectiveness
of disclosure controls and procedures at December 31, 2007 .  In particular, please consider the definition of disclosure controls  and procedures provide d in Rule 13a-15(e),
which indicates that effective controls and procedures would ensure that information
required to be disclosed by the issuer is recorded, processed, su mmarized and reported
within the time periods specified in the Co mmission’s rules and forms.  In addition, as
discussed in Compliance and Disclosure Interpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
, failure to file
management's report on Internal Control ove r Financial Reporting rendered your annual
report materially deficient and also rendere d the company not timel y or current in its
Exchange Act Reporting.     Finally, we note that you file d your Principal Executive Offi cer and Principal Financial
Officer certifications under Item 601(b)(31)  of Regulation S-K.  Please revise these
certifications to include the introductory language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K
Exhibit 32.1

 5. We note that your certification furnished pursuant to Rule 13 a-14(b) of the Exchange Act
refers to the fiscal year ended December 31, 2006.  We further note that the certifications
contained within your March 31, 2008, June 30, 2008, and September 30, 2008 Forms 10-Q all refer to the quarter ended September 30, 2007.  Please amend your December 31, 2007 Form 10-K and your March 31, 2008, June 30, 2008, and September 30, 2008 Forms 10-Q to include this certification for the appropriate periods.  The amendments
should include the entire filing w ith the revised certifications.
 6. We also note that this cer tification and your Exhibit 31.1 certification are signed by the
chairman of the board and secretary. We furt her note that you disclose on page 30 within
your disclosure control and procedures sect ion that the chairman of the board and

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
December 11, 2008 Page 4
secretary is the principle executive an d financial officer.  Please revise the
aforementioned certifications to clearly indica te your chairman of the board of directors
and secretary is signing as the principal executive officer and pr incipal financial officer.
 Form 10-Q for the Quarter Ended September 30, 2008

 Note 2.  Significant Accounting Policies, page 5

-Recent Accounting Pronouncements, page 7

7. You state that SFAS 157 is e ffective for fiscal years be ginning after November 15, 2007
and interim reporting periods within those year s and that you have not yet determined the
impact (if any) that the adoption of this stan dard will have on your financial statements.
Please revise your future filings to state, if true, that you adopted SFAS 157 on January 1,
2008 and whether or not the adoption of this  standard had a material impact on your
financial statements.

Exhibit 31

8. We note here and within your March 31, 2008 and June 30, 2008 Forms 10-Q that the
certifications filed as Exhibits 31.1 and 31.2 do not include all of the introductory
language of paragraph 4 and the language of paragraph 4(b) requi red by Item 601(b)(31)
of Regulation S-K.  Please amend these filings to included revised certifications that provide all of the required statements.

As appropriate, please amend the Forms 10- K and 10-Q and respond to these comments
within 10 business days or tell us when you will pr ovide us with a response.  You may wish to
provide us with marked copies of the amendments to expedite our review.  Please furnish a cover
letter with your amendment that keys your  responses to our comments and provides any
requested.  Detailed cover letters  greatly facilitate our review.  Please file your cover letter on
EDGAR.  Please understand that we may have  additional comments after reviewing your
amendments and responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb December 11, 2008 Page 5
  In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Kevin Vaughn, Accounting Branch Chief, at (202) 551-3643.
         S i n c e r e l y ,

        Lynn Dicker         Reviewing Accountant

CORRESP
2
filename2.htm

    SEC Response

CARL
N. DUNCAN, ESQ., LLC

    ATTORNEY
AT LAW

    cduncan@cnduncanlaw.com

               5718
      Tanglewood Drive

       (301) 263-0200

               Bethesda,
      Maryland  20817

                 Fax  (301)
      576-5193

    January
26, 2009

    VIA
MESSENGER

    Lynn
Dicker, Reviewing Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3030

    Washington,
D.C. 20549

    Re:          Spatializer
Audio Laboratories, Inc.

    Form 10-KSB/For Year ended December 31,
2007

    Forms 10-QSB for Quarters Ended March
31, June 30 and September 30, 2008

    File
No. 000-2646000

    Dear Ms.
Dicker:

    This
letter is in response to the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) with respect to the above-referenced filings of Spatializer
Audio Laboratories, Inc. (the “Company”) as set forth in your letter dated
December 11, 2008 (the “Comment Letter”).  This response is prepared
on behalf of Jay Gottlieb, the Company’s Principal Executive Officer, and Greg
Schneider, the Company’s Principal Financial Officer (“Current Management”), as
well as the members of the Company’s Board of Directors, respectively Mr.
Gottlieb, Mr. Schneider and Michael C. Pearce (the “Board”).

    Introduction

    The
Company’s Henry Mandell (a member of Former Management) prepared, executed and
filed with the Commission on March 31, 2008, the Company’s Annual Report on Form
10-KSB for the fiscal year ended December 31, 2007 (the “Annual
Report”).  The Annual Report was filed approximately six (6) weeks
prior to certain stock purchase transactions outlined below, and the subsequent
change of control that occurred during May 2008.  Because transactions
occurred after the year-end and these comments cover a period that involved
Former Management (Henry Mandell and Carlo Civelli) through filings made for the
period ended September 30, 2008, the Company has experienced difficulty in
responding to the Staff’s Comment Letter.  We understand the Staff is
currently pursuing analogous issues regarding approximately 700
similarly-situated registrants, the gravamen of which is that failure to include
management’s report and that such failure constituted ineffective accounting
controls and procedures.

        1

      Lynn
Dicker, Reviewing Accountant

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

                 Page
      2

               January 26,
      2009

      In any
event, Current Management has reviewed the Staff’s comments and has prepared the
following response and, in doing so, acknowledges the
following:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              the
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    However,
preliminarily, and based on another similar set of comments where undersigned
counsel represented former management (not Current Management as here), I wanted
to give you an overview of the factual circumstances, including the relevant
transactions, pertinent to the Comment Letter, as reflected in the following
summary.

    History

    As
discussed between you and Carl N. Duncan, our outside legal counsel, in your
telephone conversation late last month, Current and Former Management
consummated acquisition trans-actions shortly after a March 31, 2008 filing with
the Commission of its Form 10-KSB Annual Report for the fiscal year ended
December 31, 2007 (“Annual Report”).  In connection with those April
2008 transactions (more details below), the Company experienced a change of
control and the Company's prior sole officer, who prepared and signed the Annual
Report, resigned.  In fact, we do not expect Former Management to be
of any assistance in this matter.

    The
Company was incorporated in Delaware.  The Company’s operations had
been winding down for several years and, since the sale of its assets in July
2007, it may properly be deemed a “blank check” and/or “shell” company.”  A “blank check
company” is defined as “any development stage company that is issuing a penny
stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies.”  A “shell
company” is defined in Rule 12b-2 under the Exchange Act as a company with no or
nominal assets (other than cash) and no or nominal operations.

    Since the
Company's change of control in May 2008, its current business is and has been to
investigate and ultimately acquire a target company or business seeking the
perceived advantages of being a publicly-held corporation.  To that
end, the Company ultimately consummated the acquisition transactions as further
described below.

              ·

              Former
      Management entered into a Stock Purchase Agreement (the “SPA”) with Jay A.
      Gottlieb, Greggory A. Schneider and Helaine Kaplan (collectively, the
      “Investors”) on April 25, 2007.

        2

        Lynn
Dicker, Reviewing Accountant

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

                     Page
      3

                   January 26,
      2009

              ·

              The
      Company sent an Information Statement to the holders of record on April
      30, 2007, of the outstanding shares of common stock, $.01 par value, of
      the Company in connection with the prospective appointment of two members
      of the Board of Directors of the Company, pursuant to the terms of the
      SPA.  Because the appointments were deemed to be a change of
      control of the Company, a Schedule 14-F Information Statement
      was   filed with the SEC (and sent to shareholders of
      record) more than 10 days prior to such additional Board members assuming
      such role with the Company in May
2008.

              ·

              The
      Company sold, and the Investors collectively purchased, 16,236,615 shares
      of com-mon stock of Registrant for an aggregate purchase price of
      $422,152.15.  Of the total shares sold to the Investors,
      Mr. Gottlieb purchased 8,739,115 shares of the Company’s common stock
      for an aggregate purchase price of $227,217.15.  Pursuant to the
      SPA, the Company agreed, after the sale of substantially all of its assets
      to DTS, Inc. and its subsidiary (the “Asset Sale”), to take such corporate
      actions as may be reasonably required to appoint Mr. Gottlieb or other
      designee of the Investors to the Board of
  Directors.

              ·

              The
      Asset Sale was consummated on July 2, 2007 and the Board of Directors
      appointed Jay A. Gottlieb as a director of Registrant on August 13,
      2007.  There were, and continue to be, no family relationships
      between Mr. Gottlieb and any director or executive officer of the
      Company or any of its subsidiaries.  Other than as stated
      herein, neither Mr. Gottlieb nor any member of his immediate family
      has engaged in any transactions with the Company of the sort described
      under Item 404(a) of Regulation S-K.

              ·

              As
      contemplated under the SPA, the Company distributed substantially all of
      its remaining cash assets to its stockholders on April 22, 2008, after
      satisfying its liabilities and leaving a cash residual of approximately
      $100,000.

              ·

              Effective
      April 28, 2008, Henry Mandell (the sole officer) and Carlo Civelli
      (collectively, “Former Management”) re-signed from the Board of Directors
      of the Company, the only Director then remaining on the Board being Mr.
      Gottlieb.

              ·

              As
      permitted under Delaware law, specific provisions of the Company’s Bylaws
      and provided for in the SPA, on April 29, 2008, Mr. Gottlieb appointed
      Messrs. Greggory Schneider and Michael Pearce (the “Board Designees”) to
      fill out the terms of Messrs. Mandell and Civelli until the next election
      of Directors.

              ·

              Concurrently,
      the following officerships were also assigned: Mr. Gottlieb (Chairman of
      the Board, Secretary and Treasurer) and Mr. Schneider (“Chief Financial
      Officer”).

              ·

              More
      detailed information regarding these and related transactions can be found
      in the Company's Current Reports on Form 8-K filed with the Commission on
      April 8 and May 1, 2008, as amended, and subsequent Company
      filings.  In addition, we would be happy to provide any
      additional information or documentation you
  require.

    In that
context, the Company and its Current Management hereby responds to each of the
Staff’s outstanding Comments: For the convenience of the Staff, we have
reproduced the Staff’s comments from the Comment Letter in
italics.  The responses to those Comments immediately follow the
reproduced Staff comments.  In addition to submitting this letter via
EDGAR, simultaneously herewith we are sending you via messenger two (2) copies
of this letter and the supplemental material referred to herein and proposed to
be filed on EDGAR.

        3

        Lynn
Dicker, Reviewing Accountant

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

                     Page
      4

                   January 26,
      2009

          Form 10-K for the Year Ended
December 31, 2007

    Consolidated Statement of
Operations, page 20

    1.           We
note that from page 23 and through the filing that you and your subsidiary sold
all of your intellectual property assets to DTS, Inc. during fiscal
2007.  Please explain to us how you considered the guidance contained
in paragraph 41-43 of SFAS 144 on whether or not you should report the disposal
of these assets and their related revenue streams as discontinued
operations.

    Response to Comment
1:  Management did consider the guidance contained in
paragraphs 41-43 of SFAS 144 on whether or not to report the disposal of its
intellectual property assets and related revenue streams as discontinued
operations.  With the exception of relatively insignificant amounts of
interest income and expense and a small portion of ongoing general and
administrative costs that can be segregated, virtually all of the Company’s
income statement activity for the three years ended December 31, 2007 was
related to the disposed asset group and would have been presented as
discontinued operations.  It was therefore concluded that, in
conjunction with the detailed footnote disclosure concerning the transaction,
the presentation of this activity in the format normally used for continuing
operations would be more meaningful than the more condensed format that is
normally used to segregate discontinued operations.

    Notwithstanding
our original thought process as outlined above, we have revised the presentation
of the Consolidated Statement of Operations to reflect the discontinued
operations as a separate line item.  Please see the Company’s proposed
amendment to the Annual Report on Form 10-KSB/A (“Amendment No. 1”) and the
associated Form 10-QSB/As for the respective periods ended March 31, June 30 and
September 30, 2008 (collectively Amendments 2, 3 and 4”).

    Item 9A(T) Controls and
Procedures, page 30

    2.           We
note that your management concluded that your disclosure controls and procedures
were effective as of December 31, 2007 even though you have a lack of
segregation of duties which is deemed a material weakness in internal
controls.  We note similar disclosures within your March 31, 2008,
June 30, 2008 and September 30, 2008 Forms 10-Q.  Please tell us how
management was able to conclude that its disclosure controls and procedures were
effective at December 31, 2007, March 31, 2008, June 30, 2008 and September 30,
2008 considering your lack of segregation of duties.

    Response to Comment
2:   After reviewing the guidance cited in the Comment
Letter, we concur that it is inappropriate, in light of the Company’s lack of
segregation of duties, to conclude its 2007 disclosure controls and procedures
were effective.  In that context, the Company has taken note of this
Comment 2 from the Staff, and has revised its disclosures
accordingly.  Please see the Company’s proposed Amendments No. 1, 2, 3
and 4, copies of which are here provided on a supplemental basis.

    3.           Further
to the above, the language that is currently included after the word “effective”
in your disclosure here and within your March 31, 2008, June 30, 2008 and
September 30, 2008 Forms 10-Q appears to be superfluous, since the meaning of
“disclosure controls and procedures” is established by Rule 13a-15(e) of the
Exchange Act.  Please remove the language in your future filings or
revise the disclosure so that the language that appears after the word
“effective” is substantially similar in all material respects to the language
that appears in the entire two-sentence definition of “disclosure controls and
procedures” set forth in Rule 13a-15(e).

        4

        Lynn
Dicker, Reviewing Accountant

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

                     Page
      5

                   January 26,
      2009

    Response to Comment
3:  The Company has taken note of this Comment 3 from the Staff
and has revised its disclosure accordingly.  Please see proposed
Amendments No. 2, 3 and 4, copies  of which are here provided on a
supplemental basis.

    4.           It
does not appear that your management has performed its assessment, we ask that
you complete your evaluation and amend your filing within 30 calendar days to
provide the required management’s report on internal control over financial
reporting.  Refer to Item 308(T) of Regulation S-K.

    If
your management has not yet performed its assessment, we ask that you complete
your evaluation and amend your filing within 30 calendar days to provide the
required management’s report on internal control over financial
reporting.

    In
performing your evaluation, you may find the following documents
helpful…:

    [Cited
Authority Omitted from this Excerpt of the Comment Letter]

    In
addition, please evaluate whether management’s failure to perform or complete
its report on internal control over financial reporting impacts its conclusions
regarding the effectiveness of your disclosure controls and procedures as of the
end of the fiscal year covered by the report and, as appropriate, revise your
conclusion of the effectiveness of disclosure controls and procedures at
December 31, 2007.  In particular, please consider the definition of
disclosure controls and procedures provided in Rule 13a-15(e), which indicates
that effective controls and procedures would ensure that information required to
be disclosed by the issuer is recorded, processed, summarized and reported
within the time periods specified in the Commission’s rules and
forms.  In addition, as discussed in Compliance and Disclosure
Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm,
failure to file management’s report on Internal C

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010
      July 26, 2005

Mr. Henry R. Mandell
Chief Executive Officer/Chief Financial Officer
Spatializer Audio Laboratories, Inc.
2025 Gateway Place, Suite 365
San Jose, California 95110

      Re:	`Spatializer Audio Laboratories, Inc.
		Form 10-K for the year ended December 31, 2004
      Filed March 30, 2005
Forms 8-K dated May 12, 2005, March 28, 2005, and November 11,
2004
		File No. 000-26460

Dear Mr. Mandell:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Notes to Consolidated Financial Statements, page 31

Note 2 - Significant Accounting Policies, page 31

Revenue Recognition, page 31
1. You indicate that license revenues are recognized when earned,
in
accordance with the contractual provisions.  Please revise in
future
filings to clarify what specific criteria you used to determine
that
revenue has been earned.  If necessary, disclose the nature of
your
contractual arrangements with licensees.  Consider also revising
your
critical accounting policy section on page 15.

Impairment of Long-Lived Assets and Assets to be Disposed of, page
33
2. Please confirm to us that you review for impairment of long-
lived
assets in accordance with the provisions of SFAS 144, which was
effective for fiscal years beginning after December 15, 2001.  As
you
know, SFAS 144 superseded SFAS 121.
3. We note your disclosure in Note 3 on page 34 that property and
equipment is recorded "net of a reserve for impairment loss in
1998
in accordance with the application of SFAS 121."  Please clarify
to
us what you mean by "impairment allowances" and tell us how your
accounting for impairment is in accordance with SFAS 144.
Item 9A, Controls and Procedures, page 39
4. We note your disclosure that management concluded that your
disclosure controls and procedures were "...effective to ensure
that
the information required to be disclosed by the Company in reports
that it files or submits under the Securities Exchange Act of 1934
is
recorded, processed, summarized, and reported within the time
periods
specified Securities and Exchange Commission`s rules and forms."
Please revise your disclosure in future filings to clarify whether
your Chief Executive Officer and Chief Financial Officer concluded
that your disclosure controls and procedures are effective to
ensure
that information required to be disclosed in the reports you file
or
submit under the Exchange Act is recorded, processed, summarized
and
reported within the time periods specified in the Commission`s
rules
and forms, and that it is accumulated and communicated to
management,
including your Chief Executive Officer and Chief Financial
Officer,
as appropriate to allow timely decisions regarding required
disclosure.

Exhibit 31.1
5. We note that the certification filed was not in the proper
form.
The required certification must be in the exact form prescribed;
the
wording of the required certification may not be changed in any
respect, except for the modifications temporarily permitted to be
made to the fourth paragraph of the certification pursuant to Part
III.E of Release No. 8238.  Accordingly, please comply in future
filings to provide the certifications of your Chief Executive
Officer
and Chief Financial Officer in the form currently set forth in
Item
601(b)(31) of Regulation S-K.

Forms 8-K dated May 12, 2005, March 28, 2005, and November 11,
2004
6. We note that you have filed press releases announcing operating
results under Item 1.01.  Please revise in future filings to
reflect
such announcements under Item 2.02.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Heather Tress, Staff Accountant, at (202)
551-
3624 or me  at (202) 551-3327 if you have questions regarding
comments on the financial statements and related matters.  In this
regard, do not hesitate to contact Martin James, Senior Assistant
Chief Accountant, at (202) 551-3671.

      Sincerely,

      Michele Gohlke
      Accounting Branch Chief

??

??

??

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Mr. Henry R. Mandell
Spatializer Audio Laboratories, Inc.
July 26, 2005
Page 4

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

August 5, 2005

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attn: Ms. Heather C. Tress

           Mail Stop 6010

Re: Spatializer Audio Laboratories, Inc.

Form 10-K for the year ended December 31, 2004, Form 8-K dated May 12, 2005, March 28, 2005

and November 11, 2004

File No. 000-26460

Dear Ms. Tress:

We have reviewed the comment letter of the Staff dated July 26, 2005 and respectfully submit our
responses below. For convenience of reference, the numbering below corresponds to the numbering in
the Staff’s comment letter.

Form 10-K for the year ended December 31, 2004

 Revenue Recognition page 31

1. We are attaching our clarification of licensing revenue recognition as Exhibit A, to be
included in our upcoming Form 10-Q for the period ended June 30, 2005. All of our revenue is
royalty revenue, as reported in quarterly royalty reports generated by our Licenses.

Licensing revenues were received in the past as a separate payment to access our technology. These
were non-recoupable against royalties. In addition, we may receive Non-Recurring Engineering fees
or a specific implementation project. However, over the past few years, primarily due to increased
competition, we have been unable to obtain separate licensing revenue as described. We have
clarified the method of recognizing such revenue in Exhibit A, if such revenue is received in

DESPER PRODUCTS, INC.

the future. If material, we will disclose the specific nature of the revenue, the criteria used for
revenue recognition and the contractual arrangement.

Impairment of Long-Lived Assets and Assets Disposed of, page 33

2. We confirm that we reviewed any impaired assets in accordance with the provisions of SFAS 144
for the fiscal year ended December 31, 2001. Our Form 10-Q for the period ended June 30, 2005 and
future filings will reflect this change.

3. The description “impairment allowance” means that we wrote off all the assets of MDT, a wholly
owned subsidiary, as a discontinued operation held for sale, in the year ended December 31, 1998.
SFAS 121 required a long-lived asset to be classified as held for sale at the lower of its carrying
amount or fair value less cost to sell and to cease depreciation (amortization). Our Board of
Directors announced the discontinued operation of the MDT subsidiary on September 25, 1998 and had
preliminary indications that the sale of MDT’s assets would not result in a loss to the Company.
However, since no transaction had been consummated for the MDT assets as of the filing date for
Form 10-K for the year ended December 31, 1998, the Company elected to reserve for this contingency
and took an expense for a “Valuation Allowance” representing all of the assets of MDT, which valued
these assets at nil.

SFAS 144, among other things and in addition to the above, specifies that (a) the asset must be
available for immediate sale in its present condition subject only to terms that are usual and
customary for sales of such assets and (b) the sale of the asset must be probable, and its transfer
expected to qualify for recognition as a completed sale, within one year, with certain
exceptions . The MDT assets were unsold at December 31, 2001, when SFAS 144 was effective.
However, since we had already written off all the assets to nil at December 31, 1998, we had
already complied with the additional precepts and intent of SFAS 144.

DESPER PRODUCTS, INC.

Controls and Procedures. Page 39

4. We have revised our disclosure in accordance with the Staff’s comments. Exhibit B contains the
disclosure [to be] used in our Form 10-Q for the period ended June 30, 2005.

Exhibit 31.1

5. We have revised the certifications in accordance with the Staff’s comments. This is shown as
Exhibit C which [will be][are] included in our Form 10-Q for the period ended June 30, 2005.

Form 8-K dated May 12, 2005, March 28, 2005 and November 11, 2004

6. We will report all such filed press releases under Item 2.02 henceforth.

The Company hereby acknowledges as follows:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    We may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Respectfully submitted,

Henry R Mandell

CEO and CFO

cc: Ms. Michele Gohlke, Accounting Branch Chief

DESPER PRODUCTS, INC.

EXHIBIT A

   Revenue Recognition — The Company recognizes royalty revenue upon reporting of such
royalties by licensees. License revenues are recognized when earned, in accordance with the
contractual provisions, typically upon our delivery of contracted services or delivery and
contractual availability of licensed product. Royalty revenues are recognized upon shipment of
products incorporating the related technology by the original equipment manufacturers (OEMs) and
foundries, as reported by quarterly royalty statements. The Company recognizes revenue in
accordance with SEC Staff Accounting Bulletin 101.

DESPER PRODUCTS, INC.

EXHIBIT B

Item 4. Controls and Procedures

   The Company carried out an evaluation of the effectiveness of the Company’s disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange
Act of 1934. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer had
concluded that the Company’s disclosure controls and procedures as of June 30, 2005 were effective
to ensure that information required to be disclosed by the Company in reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission’s rules and forms and that
it is accumulated and communicated to management, including the Chief Executive Officer, Chief
Financial Officer and Audit Committee, as appropriate to allow timely decisions regarding required
disclosure . There were no changes in the Company’s internal control over financial reporting that
occurred during the quarter ended June 30, 2005 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.

DESPER PRODUCTS, INC.

EXHIBIT C

CERTIFICATIONS

I, Henry R. Mandell certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Spatializer Audio Laboratories, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;

3.           Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and

DESPER PRODUCTS, INC.

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information;
and

b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2005

/s/ Henry R. Mandell

Henry R. Mandell

Chief Executive Officer and Chief Financial Officer

DESPER PRODUCTS, INC.