10-Q/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number 000-26460

AMERI Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	95-4484725
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

100 Canal Pointe Building Princeton, New Jersey	08540
(Address of principal executive offices)	(Zip Code)

(732) 243-9250

Registrant's telephone number, including area code

Former Address: 100, Menlo Park Drive, Suite 316, Edison, New Jersey 08837

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☑

The number of shares of Common Stock of the Registrant, par value $.01 per share, outstanding as of August 13, 2015 was 11,639,066.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to AMERI Holdings, Inc.'s  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission on August 14, 2015 (the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6. EXHIBITS

Exhibit Number	Description
2.1	Agreement of Merger and Plan of Reorganization, dated as of May 26, 2015, among Spatializer Audio Laboratories, Inc., Ameri100 Acquisition, Inc. and Ameri & Partners Inc. (filed as Exhibit 2.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2015 and incorporated herein by reference).
3.1	Certificate of Amendment  of Certificate of Incorporation of AMERI Holdings, Inc. (filed as Exhibit 3.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 26, 2015 and incorporated herein by reference)
3.2	By-laws of AMERI Holdings, Inc. (incorporated by reference to the company's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995).
4.1	Form of Common Stock Purchase Warrant issued by AMERI Holdings, Inc. to Lone Star Value Investors, LP, dated May 26, 2015. (filed as Exhibit 4.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
4.2	Form of 5% Convertible Unsecured Promissory Note due May 26, 2017 from AMERI Holdings, Inc. to Lone Star Value Investors, LP, dated May 26, 2015. (filed as Exhibit 4.2 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.1	Securities Purchase Agreement, dated as of May 26, 2015, by and between AMERI Holdings, Inc. and Lone Star Value Investors, LP. (filed as Exhibit 10.1 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.2	Registration Rights Agreement, dated as of May 26, 2015, by and between AMERI Holdings, Inc. and Lone Star Value Investors, LP. (filed as Exhibit 10.2 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.3	Stock Purchase Agreement by and between AMERI Holdings, Inc. and the shareholders of Ameri Consulting Service Private Limited. (filed as Exhibit 10.3 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.4	Employment Agreement, dated as of May 26, 2015, between Giri Devanur and AMERI Holdings, Inc. (filed as Exhibit 10.4 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.5	Employment Agreement, dated as of May 26, 2015, between Srinidhi "Dev" Devanur and AMERI Holdings, Inc. (filed as Exhibit 10.5 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.6	Form of Indemnification Agreement. (filed as Exhibit 10.6 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.7	Form of Option Grant Letter. (filed as Exhibit 10.7 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
10.8	2015 Equity Incentive Award Plan. (filed as Exhibit 10.8 to AMERI Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference)
31.01*	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02*	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	Interactive Data Files.

_________________

*	Furnished herewith.
**	In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERI HOLDINGS, INC.
Date: August 17 2015	/s/ Giri Devanur
	Giri Devanur
	President and Chief Executive Officer ( Principal Executive Officer )
Date: August 17, 2015	/s/ Brunda Jagannath
	Brunda Jagannath
	VP Finance ( Principal Financial and Accounting Officer )

EX-31.1

Exhibit 31.1

13a-14 CERTIFICATION

I, Giri Devanur, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of AMERI HOLDINGS, Inc. (the "Company");

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 Company as of, and for, the periods presented in this report;

4. The Company'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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company'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

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

5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of the Company'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 Company'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 Company's internal control over financial reporting.

Date: August 17, 2015	/s/ Giri Devanur
	Giri Devanur
	President and Chief Executive Officer ( Principal Executive Officer )

EX-31.2

Exhibit 31.2

13a-14 CERTIFICATION

I, Brunda Jagannath, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of AMERI HOLDINGS, Inc. (the "Company");

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 Company as of, and for, the periods presented in this report;

4. The Company'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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company'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

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

5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of the Company'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 Company'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 Company's internal control over financial reporting.

Date: August 17, 2015	/s/ Brunda Jagannath
	Brunda Jagannath
	VP Finance ( Principal Financial and Accounting Officer )

EX-32

Exhibit 32

1350 CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted), Giri Devanur, the President and Chief Executive Officer of AMERI HOLDINGS, Inc. (the "Company"), and Brunda Jagannath, the VP Finance of the Company, each hereby certifies that, to the best of his or her knowledge:

The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2015, to which this Certification is attached as Exhibit 32 (the "Periodic Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 17, 2015	/s/ Giri Devanur
	Giri Devanur
	President and Chief Executive Officer ( Principal Executive Officer )
Date: August 17, 2015	/s/ Brunda Jagannath
	Brunda Jagannath
	VP Finance ( Principal Financial and Accounting Officer )

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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7 INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense of intangible assets	$ 6,250	$ 6,250
Intangible assets of acquisition	$ 814,522
Cost of building an App	163,893.

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4 REVENUE RECOGNITION

3 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

4 REVENUE RECOGNITION

4. REVENUE RECOGNITION:

The Company recognizes revenue primarily through the provision of consulting services.

We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into two specific categories: time and materials and fixed-price.

We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 60 days from invoice date.

When a customer enters into a time and materials, fixed-price or a periodic retainer-based contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence ("VSOE") of the value for each deliverable.

The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We routinely evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed.

Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the three- or six-month periods ended June 30, 2015 or 2014.

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10 NET INCOME (LOSS) PER SHARE (Details Narrative) - Jun. 30, 2015 - shares	Total
Accounting Policies [Abstract]
Number of shares of restricted stock units outstanding	100,000
Number of shares of restricted stock units to each of the four independent directors.	25,000

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10 NET INCOME (LOSS) PER SHARE - Reconciliation of net income and weighted average shares (Details) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Basic net income (loss) per share:
Net income (loss) applicable to common shares	$ 111	$ 408
Weighted average common shares outstanding	$ 11,055	$ 9,992
Basic net income (loss) per share of common stock	$ 0.01	$ 0.04
Diluted net income (loss) per share:
Net income (loss) applicable to common shares	$ 111	$ 408
Weighted average common shares outstanding	11,055	$ 9,992
Dilutive effects of convertible debt, stock options and warrants	5,611
Weighted average common shares, assuming dilutive effect of stock options	$ 16,666	$ 9,992
Diluted net income (loss) per share of common stock	$ 0.01	$ 0.04

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11 COMMITMENTS AND CONTINGENCIES - Future minimum rental payments under these lease agreements (Details)	Jun. 30, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2016	$ 60
2017	60
2018	20
Total	$ 140

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11 COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Rent expense 2015	$ 10,812	$ 3,312

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3 BUSINESS COMBINATIONS

3 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

3 BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS:

Acquisition of Linear Logic Corporation: On April 1, 2015, the Company acquired all of the assets and liabilities of Linear Logics Corp. (referred to as "Linear" and "Linear Logics"), pursuant to the terms of a Share Purchase Agreement (the "Linear Acquisition"). Headquartered in Glen Mills, Philadelphia, Linear Logics Corporation is a leading provider of Supply Chain Management Solutions. Linear Logics was started by professionals with several decades of combined experience in Manufacturing, Planning, Logistics, and System Integration.  The unique capability of bridging the gap between the business process and the use of appropriate technology has been a driver to extract value from the customer Supply chain. Linear Logics is a SAP partner and has co-developed solutions for Sales and Operations Planning and Demand Management using SAP technology.

The Company determined the total allocable purchase price consideration to be $1.05 million. Purchase consideration is broken down into three parts namely, 1/3 cash, 1/3 stock, and 1/3 earn out. Out of the purchase consideration, $1 million was agreed to be paid in three instalments, 34% of which was paid at the time of signing the agreement, 33% was paid in May 2015 and final 33% to be paid in Jan 2016.

An earnout agreement was entered into in connection with the Linear Acquisition under which the former Linear shareholders are eligible to receive additional contingent consideration. Earnout consideration to be paid, if any, to Linear will be based upon the achievement of certain performance measures (and is not impacted by continued employment status) over two consecutive twelve-month earnout periods, concluding on April 1, 2017.

In connection with the Linear Acquisition, the Company made certain estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration and identified intangibles.

The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows:

	Total
	(In Thousands)
Accounts receivable	$	140,101
Cash and cash equivalents		317,970
Rent Deposits		2,500
Accounts payable and accrued expenses		(219,968	)
Products		814,522
Total purchase price	$	1,055,125

The Linear Acquisition was accounted for as a purchase transaction, and accordingly, the results of operations, commencing April 1, 2015, are included in the Company's accompanying consolidated statement of income.

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Mar. 31, 2015
Current Assets:
Cash and Cash Equivalents	$ 4,377,590	$ 825,621
Accounts receivable	4,683,596	2,981,574
Other Current Assets	266,747	180,622
Total Current Assets	$ 9,327,933	3,987,817
Investments		340,000
Fixed assets - net	$ 30,221	29,906
Intangible assets - net	1,072,165	100,000
Security deposit	6,250	3,750
Total Assets	10,436,569	$ 4,461,473
Current Liabilities:
Convertible notes	5,000,000
Accounts Payable	3,426,992	$ 2,936,608
Other current liabilities	442,524	146,791
Taxes payable	448,707	405,218
Total Current Liabilities	$ 9,318,223	$ 3,488,617
Stockholders' Equity (Deficit):
Preferred shares, $.01 par value, 1,000,000 shares authorized, none issued and outstanding
Common shares, $.01 par value, 300,000,000 shares authorized, 11,639,066 and 9,992,828 issued and outstanding as at June 30, 2015 and March 31, 2015, respectively	$ 116,390	$ 99,928
Additional Paid-In Capital	53,131	35,072
Retained earnings	948,825	837,856
Total Stockholders' Equity (Deficit)	1,118,346	972,856
Total Liabilities and Stockholders' Equity (Deficit)	$ 10,436,569	$ 4,461,473

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1 ORGANIZATION

3 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1 ORGANIZATION

1. ORGANIZATION:

AMERI HOLDINGS, Inc. ("AMERI", the "Company", "we", or "our") is a strategic consulting firm that brings a synergistic blend of classic consulting and product-based consulting services to its customer base. Headquartered in Princeton, New Jersey, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide our customers with a wide range of business and technology offerings. We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the judicious use of technology.

In this Quarterly Report on Form 10-Q (the "Form 10-Q"), we use the terms "AMERI," "AMERI HOLDINGS," "we," "our Company," "the Company," "our" and "us" to refer to AMERI HOLDINGS, Inc. and its wholly-owned subsidiaries, which are described in on the Current Report Form 8-K as filed with the Securities and Exchange Commission (the "SEC") on June 1, 2015 (the "June 2015 Form 8-K").

On May 26, 2015, we completed a "reverse merger" transaction, in which we caused Ameri100 Acquisition, Inc., a Delaware corporation and our newly-created, wholly-owned subsidiary, to be merged with and into Ameri and Partners Inc. (dba Ameri100), a Delaware corporation ("Ameri & Partners") (the "Merger").  As a result of the Merger, Ameri & Partners became our wholly-owned subsidiary with Ameri & Partners' former stockholders acquiring a majority of the outstanding shares of our common stock.  The Merger was consummated under Delaware law, pursuant to an Agreement of Merger and Plan of Reorganization, dated as of May 26, 2015 (the "Merger Agreement").  Immediately prior to the closing of the Merger, we changed our corporate name to AMERI Holdings, Inc. from our previous name Spatializer Audio Laboratories, Inc.  Our trading symbol on the OTCQB marketplace was changed to "AMRH" from "SPZR."

As a result of the Merger, we are now a next generation technology-management solutions firm.  We have built products and services to assist Global 2000 companies by architecting and delivering the best technology solutions enabling customers to transform their business processes.  We have built a new method of measuring the effectiveness of technology deployments across large and medium size companies.  Through acquisitions, we have built deep consulting expertise in business process management and enterprise resource planning particularly surrounding SAP software and technology.

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3 BUSINESS COMBINATIONS - 3 Fair value allocation of the purchase price (Details)	Jun. 30, 2015 USD ($)
Business Combinations [Abstract]
Accounts receivable	$ 140,101
Cash and cash equivalents	317,970
Rent Deposits	2,500
Accounts payable and accrued expenses	(219,968)
Products	814,522
Total purchase price	$ 1,055,125

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7 INTANGIBLE ASSETS - Estimated annual amortization expense (Details)	Jun. 30, 2015 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2016	$ 25
2017	25
2018	25
2019	$ 18

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2 BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

2 BASIS OF PRESENTATION

2. BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements have been prepared by AMERI pursuant to the rules and regulations of the SEC regarding interim financial reporting. 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 have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading.

The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in June 2015 Form 8-K.

The results of operations for the three months ended June 30, 2015 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. Our revenue and earnings may fluctuate from quarter-to-quarter based on factors within and outside our control, including variability in demand for information technology professional services, the length of the sales cycle associated with our service offerings, the number, size and scope of our projects and the efficiency with which we utilize our employees. Substantially all of our revenue is generated within North America.

Other comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments.

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Mar. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, authorized shares	1,000,000	1,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	11,639,066	9,992,828
Preferred stock, par value	$ 1,000,000	$ 1,000,000
Common stock, outstanding shares	11,639,066	9,992,828

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7 INTANGIBLE ASSETS (Tables)

3 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Estimated annual amortization expense

	Amortization Expense
	(In Thousands)
2016	$25
2017	$25
2018	$25
2019	$18

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Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2015	Nov. 10, 2014
Document And Entity Information
Entity Registrant Name	AMERI Holdings, Inc.
Entity Central Index Key	0000890821
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	true
Amendment Description	The context date for the Shares Outstanding in the XBRL is corrected.
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,409,999
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

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8 ACCRUED EXPENSES AND OTHER LIABILITIES: (Tables)

3 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

Accrued expense and other liabilities

	June 30, 2015
Accrued bonuses	$	18,000
Audit Fee Payable		7,500
Accrued payroll related liabilities		7,024
Other accrued expenses		55,000
Acquisition Instalment Payable		330,000
Total	$	442,524

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Net revenue	$ 3,930,938	$ 3,993,326
Cost of revenue	2,948,275	2,913,348
Gross profit	982,663	1,079,978
Operating expenses:
Selling, general and administration expenses	489,719	$ 504,805
Merger and acquisition cost	304,924
Operating income before other income / (expenses):	188,020	$ 575,173
Interest expense	(25,542)
Depreciation and amortization	(8,048)	$ (8,572)
Interest income	28
Net income before income tax	154,458	$ 566,601
Income tax expense	(43,489)	(158,236)
Net and comprehensive income for the period	$ 110,969	$ 408,365
Basic income (loss) per share	$ 0.01	$ 0.04
Diluted income (loss) per share	$ 0.01	$ 0.04
Basic weighted average number of shares	11,055,189	9,992,828
Diluted weighted average number of shares	16,666,101	9,992,828

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8 ACCRUED EXPENSES AND OTHER LIABILITIES:

3 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

8 ACCRUED EXPENSES AND OTHER LIABILITIES:

8. ACCRUED EXPENSES AND OTHER LIABILITIES:

Accrued expense and other liabilities as of June 30, 2015 consisted of the following:

	June 30, 2015
Accrued bonuses	$	18,000
Audit Fee Payable		7,500
Accrued payroll related liabilities		7,024
Other accrued expenses		55,000
Acquisition Instalment Payable		330,000
Total	$	442,524

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7 INTANGIBLE ASSETS

3 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

7 INTANGIBLE ASSETS

7.       INTANGIBLE ASSETS

We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $6,250 and $6,250 during the three month periods ended June 30, 2015 and 2014, respectively. This amortization expense relates to customer lists, which expire through 2019.

Estimated annual amortization expense (including amortization expense associated with capitalized software costs) for the current year and the following four years ending March 31, is as follows:

	Amortization Expense
	(In Thousands)
2016	$25
2017	$25
2018	$25
2019	$18

As part of the Linear acquisition, the company acquired two products namely, Simple APO and IBP. The product was valued on the basis of the expected cash flow that will generated over its useful life. An amount of $814,522 has been recognised under Intangible assets. The acquired products are undergoing further enhancements and hence has not been subjected to amortization. The amortization for the products will commence once it is ready for use.

Apart from this, the company had its own product namely, Langer Index for which we are designing an App. Cost incurred for building the App during the period ended June 30, 2015 was $ 163,893.

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6 INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Income Tax Disclosure [Abstract]
Tax provision (benefit)	$ 43,489	$ 158,236

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9 FAIR VALUE MEASUREMENT (Tables)

3 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair value hierarchy

	Basis of Fair Value Measurements
	Balance			Quoted Prices in Active Markets for Identical Items (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In Thousands)
Balance at June 30, 2015:
Financial assets:
Money market investment		$	93		$	93		$	—		$	—
Total financial assets		$	93		$	93		$	—		$	—

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11 COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

11 COMMITMENTS AND CONTINGENCIES

11.   COMMITMENTS AND CONTINGENCIES

Operating Lease

The Company's principal facility is located in Princeton, New Jersey. The Company also leases office space in various locations with expiration dates between 2015 and 2018. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs or defined rent increases. All of Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $10,812 and $3,312 for the three months ended June 30, 2015 and 2014.The increase is due to additional office spaces that was added due to acquisition of Linear Logics Corp.

The Company has entered into an operating lease for its office facility expiring through July 2017. The future minimum rental payments under these lease agreements are as follows:

Years ending March 31,	(In Thousands)
2016	$	60
2017		60
2018		20
Total	$	140

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9 FAIR VALUE MEASUREMENT

3 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

9 FAIR VALUE MEASUREMENT

9. FAIR VALUE MEASUREMENT:

We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

• Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability's classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement.

As of June 30, 2015 our financial assets and liabilities required to be measured on a recurring basis were our money market investments.

The following table represents the Company's fair value hierarchy for its financial assets and liabilities required to be measured on a recurring basis:

	Basis of Fair Value Measurements
	Balance			Quoted Prices in Active Markets for Identical Items (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(In Thousands)
Balance at June 30, 2015:
Financial assets:
Money market investment		$	93		$	93		$	—		$	—
Total financial assets		$	93		$	93		$	—		$	—

No financial instruments were transferred into or out of Level 3 classification during the three month periods ended June 30, 2015 and 2014.

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10 NET INCOME (LOSS) PER SHARE

3 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

10 NET INCOME (LOSS) PER SHARE

10.   NET INCOME (LOSS) PER SHARE

A reconciliation of net income and weighted average shares used in computing basic and diluted net income per share is as follows:

	Three Months Ended June 30,
	2015		2014
	(In Thousands, Except Per Share Data)
Basic net income (loss) per share:
Net income (loss) applicable to common shares	$	111	$	408
Weighted average common shares outstanding		11,055		9,992
Basic net income (loss) per share of common stock	$	0.01	$	0.04
Diluted net income (loss) per share:
Net income (loss) applicable to common shares	$	111	$	408
Weighted average common shares outstanding		11,055		9,992
Dilutive effects of convertible debt, stock options and warrants		5,611		-
Weighted average common shares, assuming dilutive effect of stock options		16,666		9,992
Diluted net income (loss) per share of common stock	$	0.01	$	0.04

Share-based awards, inclusive of all grants made under the Company's equity plans, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented.

As of June 30, 2015, there were approximately one hundred thousand share-based awards outstanding, respectively, under the Company's equity plans. Following the closing of the Merger and the Private Placement, the Board approved the grant of stock options to purchase a total of 100,000 shares of our restricted stock units, consisting of initial grants of stock options to purchase 25,000 shares of restricted stock units to each of the four independent directors. The stock options vest on the first anniversary of the grant date and are exercisable at $2.00 per share, which is in excess of the intrinsic common stock price per share in the Private Placement.

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3 BUSINESS COMBINATIONS (Tables)

3 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Fair value allocation of the purchase price

	Total
	(In Thousands)
Accounts receivable	$	140,101
Cash and cash equivalents		317,970
Rent Deposits		2,500
Accounts payable and accrued expenses		(219,968	)
Products		814,522
Total purchase price	$	1,055,125

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11 COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Future minimum rental payments under these lease agreements

Years ending March 31,	(In Thousands)
2016	$	60
2017		60
2018		20
Total	$	140

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8 ACCRUED EXPENSES AND OTHER LIABILITIES: - Accrued expense and other liabilities (Details)	Jun. 30, 2015 USD ($)
Payables and Accruals [Abstract]
Accrued bonuses	$ 18,000
Audit Fee Payable	7,500
Accrued payroll related liabilities	7,024
Other accrued expenses	55,000
Acquisition Instalment Payable	330,000
Total	$ 442,524

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income	$ 110,969	$ 408,365
Adjustment to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization	8,048	8,572
Changes in assets and liabilities:
Accounts receivable	(1,702,022)	(637,391)
Other current assets	(86,125)	(341,686)
Security deposit	(2,500)	(3,750)
Increase (decrease) in:
Accounts payable and accrued expenses	490,384	353,399
Other current liabilities	295,733	286,906
Taxes payable	43,425	158,235
Net cash provided by (used in) operating activities	(842,024)	232,650
Cash flows from investing activities:
Purchase of fixed assets	(2,113)	(35,296)
Increase in intangibles	(978,415)	$ (125,000)
Investments	340,000
Net cash provided by (used in) investing activities	(640,528)	$ (160,296)
Cash flows from financing activities:
Proceeds from issue of convertible note	5,000,000
Issuance of capital	34,521	$ 125,000
Net cash provided by financing activities	5,034,521	125,000
Net increase (decrease) in cash and cash equivalents	3,551,969	197,354
Cash at the beginning of the year	825,621	374,706
Cash at the end of the year	4,377,590	$ 572,060
Supplementary disclosure of cash flows information
Interest	$ 542
Income taxes		$ 26,405
Issuance of restricted stock awards	$ 2,039

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6 INCOME TAXES

3 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

6 INCOME TAXES

6. INCOME TAXES:

The Company recorded a tax provision (benefit) of $43 thousand and $158 thousand for the three month periods ended June 30, 2015 and 2014, respectively. The reported tax provision (benefit) for the three month periods ended June 30, 2015 and 2014 are based upon an estimated annual effective tax rate of 28% and 28%, respectively. The effective tax rates reflected our combined federal and state income tax rates and the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill.

We assess the realizability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved, and our conclusion could be materially different should certain of our expectations not transpire.

As of both June 30, 2015 and March 31, 2015, no deferred tax asset valuation allowance balance was recorded.

We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of June 30, 2015, the gross amount of unrecognized tax benefits exclusive of interest and penalties was zero. We have identified no other uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the twelve months ending June 30, 2016. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction.

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9 FAIR VALUE MEASUREMENT - Fair value hierarchy (Details)	Jun. 30, 2015 USD ($)
Fair Value, Inputs, Total [Member]
Financial assets:
Money market investment	$ 93
Total financial assets	93
Fair Value, Inputs, Level 1 [Member]
Financial assets:
Money market investment	93
Total financial assets	$ 93
Fair Value, Inputs, Level 2 [Member]
Financial assets:
Money market investment
Total financial assets
Fair Value, Inputs, Level 3 [Member]
Financial assets:
Money market investment
Total financial assets

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10 NET INCOME (LOSS) PER SHARE (Tables)

3 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Reconciliation of net income and weighted average shares

	Three Months Ended June 30,
	2015		2014
	(In Thousands, Except Per Share Data)
Basic net income (loss) per share:
Net income (loss) applicable to common shares	$	111	$	408
Weighted average common shares outstanding		11,055		9,992
Basic net income (loss) per share of common stock	$	0.01	$	0.04
Diluted net income (loss) per share:
Net income (loss) applicable to common shares	$	111	$	408
Weighted average common shares outstanding		11,055		9,992
Dilutive effects of convertible debt, stock options and warrants		5,611		-
Weighted average common shares, assuming dilutive effect of stock options		16,666		9,992
Diluted net income (loss) per share of common stock	$	0.01	$	0.04