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
 Brent Kelton
FirstName  LastNameBrent Kelton
AMERI Holdings,  Inc.
Comapany
August 26, NameAMERI
           2020        Holdings, Inc.
August
Page 2 26, 2020 Page 2
FirstName LastName
         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
 Brent Kelton
FirstName  LastNameBrent Kelton
AMERI Holdings,  Inc.
Comapany
August 26, NameAMERI
           2020        Holdings, Inc.
August
Page 3 26, 2020 Page 3
FirstName LastName
         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
 Brent Kelton
FirstName  LastNameBrent Kelton
AMERI Holdings,  Inc.
Comapany
August 26, NameAMERI
           2020        Holdings, Inc.
August
Page 4 26, 2020 Page 4
FirstName LastName
         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.
 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,
FirstName LastNameBrent Kelton
                                                            Division of
Corporation Finance
Comapany NameAMERI Holdings, Inc.
                                                            Office of
Manufacturing
August 26, 2020 Page 5
cc:       Richard A. Friedman, Esq.
FirstName LastName