8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2015

_______________________________________

AMERI Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-26460	95-4484725
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 Canal Pointe Boulevard, Suite 108 Princeton, New Jersey	08540
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (732) 243-9250

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01Completion of Acquisition or Disposition of Assets.

On November 23, 2015, we filed a Current Report on Form 8-K reporting that on November 20, 2015, we closed our acquisition of Bellsoft, Inc. ("Bellsoft").  This Form 8-K/A amends the Form 8-K we filed on November 23, 2015 to include Bellsoft's audited financial statements for the year ended December 31, 2014, the unaudited condensed financial statements as of September 30, 2015 and for the three months and nine months ended September 30, 2015 and 2014 and the unaudited pro forma condensed combined financial statements and notes thereto related to our Bellsoft acquisition required by Items 9.01(a) and 9.01(b) of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The following financial statements of Bellsoft are being filed as exhibits to this Form 8-K/A and are incorporated by reference herein:

Exhibit 99.1 – Bellsoft's audited financial statements, including an independent auditor's report as of and for the years ended December 31, 2014 and 2013.

Exhibit 99.2 – Bellsoft's condensed financial statements as of September 30, 2015 (unaudited) and for the three months and nine months ended September 30, 2015 and 2014 (unaudited).

(b) Unaudited Pro Forma Financial Information.

The Ameri Holdings, Inc. and Bellsoft unaudited pro forma condensed combined balance sheets as of August 31, 2015 and the Ameri Holdings, Inc. and Bellsoft unaudited pro forma condensed combined income statements for the five months from April 1, 2015 through August 31, 2015 and for the fiscal year ended March 31, 2015 and the notes related thereto are filed as Exhibit 99.3 hereto and are incorporated in this Form 8-K/A by reference.

Bellsoft's fiscal year ends December 31 and the fiscal year of Ameri Holdings, Inc.'s operating subsidiary, Ameri and Partners Inc., was previously March 31 until it was changed to December 31 on May 26, 2015.  The unaudited pro forma condensed combined income statements for the five months from April 1, 2015 through August 31, 2015 include Bellsoft's results for the five months from April 1, 2015 through August 31, 2015.  The unaudited pro forma condensed combined income statements for the year ended March 31, 2015 includes Bellsoft's results for the year ended March 31, 2015.  The unaudited pro forma condensed combined balance sheets as of August 31, 2015 includes Bellsoft's balance sheet as of August 31, 2015.

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(d) Exhibits.

Exhibit No.	Exhibit
99.1	Audited financial statements of Bellsoft, Inc. as of and for the years ended December 31, 2014 and 2013 and Independent Auditor's Report thereon.
99.2	Condensed financial statements of Bellsoft, Inc. as of September 30, 2015 (unaudited) and for the three months and nine months ended September 30, 2015 and 2014 (unaudited).
99.3	Unaudited pro forma condensed combined financial statements and explanatory notes for Ameri Holdings, Inc. as of August 31, 2015, for the five months ended August 31, 2015 and for the year ended March 31, 2015.

 

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SIGNATURE

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

Date: February 2, 2016	AMERI HOLDINGS, INC.
	By:	/s/ Giri Devanur
		Giri Devanur
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Audited financial statements of Bellsoft, Inc. as of and for the years ended December 31, 2014 and 2013 and Independent Auditor's Report thereon.
99.2	Condensed financial statements of Bellsoft, Inc. as of September 30, 2015 (unaudited) and for the three months and nine months ended September 30, 2015 and 2014 (unaudited).
99.3	Unaudited pro forma condensed combined financial statements and explanatory notes for Ameri Holdings, Inc. as of August 31, 2015, for the five months ended August 31, 2015 and for the year ended March 31, 2015.

- 5 -

EX-99.1

Exhibit 99.1

BELLSOFT, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

Exhibit 99.1 -- Page 1

BELLSOFT, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	1
FINANCIAL STATEMENTS
Consolidated Balance Sheets	2
Consolidated Statements of Income and Comprehensive Income	3
Consolidated Statements of Changes in Shareholders' Equity	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6-12

Exhibit 99.1 -- Page 2

CERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Bellsoft, Inc.

We have audited the accompanying consolidated balance sheets of Bellsoft, Inc. (the "Company") as of December 31, 2014 and 2013 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Ram Associates

Ram Associates

Hamilton, NJ January 21, 2016.

3240 EAST STATE STREET, HAMILTON, NJ 08619 (609) 631-9552/631-9553+ FAX   (888) 319-8898

PKRAM@RAMASSOCIATES.US

Exhibit 99.1 -- Page 3

BELLSOFT, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

	December 31,
	2014			2013
ASSETS
CURRENT ASSETS
Cash	$	1,209,793		$	2,309,919
Accounts receivable, net		4,232,603			2,873,991
Employee advances		7,114			5,500
Prepaid expenses		4,604			59,697
Other receivable		38,025			-
TOTAL CURRENT ASSETS		5,492,139			5,249,107
PROPERTY AND EQUIPMENT, NET		111,856			98,050
OTHER ASSETS
Security deposits		85,916			88,296
Note receivable from shareholder		-			220,000
Other assets		7,076			5,824
TOTAL OTHER ASSETS		92,992			314,120
TOTAL ASSETS	$	5,696,987		$	5,661,277
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,150,862		$	731,825
Accrued expenses		1,477,099			1,127,963
Customer advances		89,770			211,969
Line of credit		500,000			1,750,000
Income tax payable		21,143			29,953
TOTAL CURRENT LIABILITIES		3,238,874			3,851,710
SHAREHOLDERS' EQUITY
Common stock, no par, authorized 10,000 shares,
issued and outstanding 750 shares		102,875			102,875
Retained earnings		2,396,321			1,694,266
Accumulated other comprehensive loss		(127,865	)		(68,904	)
Non-controlling interest		86,782			81,330
TOTAL SHAREHOLDERS' EQUITY		2,458,113			1,809,567
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	5,696,987		$	5,661,277

- See accompanying notes to consolidated financial statements -

Exhibit 99.1 -- Page 4

BELLSOFT, INC. AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income

Years Ended December 31

	2014			2013
REVENUES	$	21,338,280		$	20,813,072
OPERATING EXPENSES		20,415,251			19,837,896
Income from operations		923,029			975,176
OTHER INCOME (EXPENSES)
Interest income		2,434			1,901
Loss on disposal of assets		(1,202	)		-
Interest expense		(28,578	)		(26,970	)
Unrealized gain on foreign currency		22,140			7,956
TOTAL OTHER EXPENSE		(5,206	)		(17,113	)
Income before income tax expense		917,823			958,063
Income tax expense		17,192			53,126
Net income		900,631			904,937
Net income/(loss), non-controlling interest		5,452			20,338
Net income, controlling interest		895,179			884,599
Other comprehensive income (loss):
Foreign currency translation adjustment		(58,961	)		(3,683	)
Comprehensive income	$	836,218		$	880,916

- See accompanying notes to consolidated financial statements -

Exhibit 99.1 -- Page 5

BELLSOFT, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders' Equity

Years Ended December 31, 2014 and 2013

					Accumulated
					Other						Total
			Non-Controlling		Comprehensive			Retained			Shareholders'
	Common Stock		Interest		Loss			Earnings			Equity
Balance at December 31, 2012		102,875	$	60,992	$	(65,211	)	$	3,020,097		$	3,188,743
Net income				20,338					884,599			904,937
Shareholders' distributions									(2,210,430	)		(2,210,430	)
Foreign currency translation adjustment						(3,683	)					(3,683	)
Balance at December 31, 2013		102,875		81,330		(68,904	)		1,694,266			1,809,567
Net income		-		5,452		-			895,179			900,631
Shareholders' distributions		-		-		-			(193,124	)		(193,124	)
Foreign currency translation adjustment		-		-		(58,961	)		-			(58,961	)
Balance at December 31, 2014		102,875	$	86,782	$	(127,865	)	$	2,396,321		$	2,458,113

- See accompanying notes to consolidated financial statements -

Exhibit 99.1 -- Page 6

BELLSOFT, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended December 31,

	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	900,631		$	904,937
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		24,040			47,320
Translation adjustment		(58,961	)		2,564
Changes in assets and liabilities: Accounts receivable
		(1,358,612	)		190,598
Employee advances		(1,614	)		44,500
Prepaid expenses		55,093			(30,596	)
Other receivable		(38,025	)		-
Security deposits		2,380			10,061
Other assets		(1,252	)		(5,824	)
Accounts payable		419,037			(715,765	)
Accrued expenses		349,136			(147,232	)
Customer advances		(122,199	)		206,487
Income tax payable		(8,810	)		(11,559	)
Net cash provided by operating activities		160,844			495,491
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(37,846	)		(9,577	)
(Increase)/decrease in note receivable from shareholder		220,000			(50,000	)
Net cash provided by/(used in) investing activities		182,154			(59,577	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase/(decrease) in line of credit		(1,250,000	)		1,750,000
Shareholders' distributions		(193,124	)		(2,210,430	)
Net cash used in financing activities		(1,443,124	)		(460,430	)
Net decrease in cash and cash equivalents		(1,100,126	)		(24,516	)
Cash at beginning of year		2,309,919			2,334,435
Cash at end of year	$	1,209,793		$	2,309,919
Supplemental disclosure:
Cash paid for interest	$	28,578		$	26,970
Cash paid for foreign income taxes	$	59,864		$	82,374

- See accompanying notes to consolidated financial statements -

Exhibit 99.1 -- Page 7

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

NOTE 1 - NATURE OF OPERATIONS

Bellsoft, Inc. ("Bellsoft"), was incorporated in the State of Georgia on March 19, 1996. The Company provides implementation and custom development services for Enterprise Resource Planning (ERP) software.

On February 7, 2005, Bellsoft acquired 72% ownership interest in Bellsoft India Solutions Private (Pvt) Limited (Ltd), a company incorporated under the laws of India ("Bellsoft India").  The primary purpose of Bellsoft India is to provide back office and marketing functions to Bellsoft, Inc. Bellsoft India's fiscal year ends on March 31st.  For consolidation purposes Bellsoft India prepares statements for the reporting period, which corresponds with the fiscal year of the parent.

On August 31, 2011, Bellsoft formed BSI Global IT Solutions, Inc. (Bellsoft Canada), a company incorporated under the laws of Canada. The primary purpose of Bellsoft Canada is to provide implementation and custom development services for ERP software for clients in Canada. Bellsoft owns 100% of Bellsoft Canada.

Bellsoft India and Bellsoft Canada are collectively referred to as the Subsidiaries. Bellsoft, Inc. and the Subsidiaries are collectively referred to as the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

BASIS OF PRESENTATION

The Company has adopted the Financial Accounting Standards Board ("FASB") Codification ("Codification" or "ASC"). The Codification is the single official source of authoritative accounting principles generally accepted in the United States of America ("U.S. GAAP") recognized by the FASB to be applied by nongovernmental entities. All of the Codification's content carries the same level of authority.

FOREIGN OPERATIONS AND FOREIGN CURRENCY

The Subsidiaries' foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. Net assets of foreign operations were approximately 19% and 12% of the Company's total net assets at December 31, 2014 and 2013, respectively. Cash held in foreign based bank accounts totaled approximately $290,000 and $268,000 at December 31, 2014 and 2013.

The Subsidiaries transact business in their local currencies. The financial statements reflect the translation of the functional currency statements to U.S. Dollars. Financial statements use end-of-period exchange rates for assets and liabilities, weighted average exchange rates for revenues and expenses, and historical rates for equity. The resulting foreign currency translation adjustment is recorded in accumulated other comprehensive income (loss) as a component of equity.

Exhibit 99.1 -- Page 8

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with FASB ASC 985-605-25-79. Revenue is derived from time and expense contracts and is recognized as the services are performed. Revenue received as reimbursements of billable expenses is reported on a gross basis within revenue and the related expenses are recorded in operating expenses. Unbilled revenue is comprised of revenue recognized in relation to efforts incurred on time and expense contracts  not billed at a period end where services are performed in accordance with  agreed terms. Customer advances represent payments received in advance of an engagement and are deferred until the service is performed.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

The Company routinely assesses the financial strength of its customers and debtors and believes that its accounts receivable credit risk exposure is limited. Accounts receivable are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. An allowance is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer's financial condition  and credit history, as well as current economic conditions. Accounts receivable are considered delinquent when they are over 90 days past due and are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded in income when received.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years.

Expenditures for maintenance and repairs are charged to income as incurred. Additions and betterments are capitalized. The cost of properties sold or otherwise disposed of, and the accumulated depreciation thereon, is eliminated from the property and reserve accounts, and gains and losses are reflected in the consolidated statements of operations.

INCOME TAXES

Bellsoft has elected to be taxed as an S corporation for income tax purposes effective January 1, 2002. Accordingly, the shareholders are responsible for income taxes; therefore, no provision for income taxes is included in these financial statements for Bellsoft, Inc.

Exhibit 99.1 -- Page 9

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

Bellsoft's policy is to distribute dividends to provide funds for shareholders to pay income taxes on income reported by the Company.  Periodically, additional distributions are paid to reduce equity in excess of management's evaluation of the amount required for working capital. Management believes the payment of additional distributions will not negatively impact profitability or impair the operating needs of the Company. Equity distributions during the years ended December 31, 2014 and 2013 were $193,124 and $2,210,430, respectively.

The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are accrued as income tax expense.

The Company has evaluated its tax positions and determined no uncertainty requires recognition. The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions, as well as the required foreign countries. The Company is generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011.

ADVERTISING COSTS

Advertising costs are charged to operations when incurred.  Advertising expense were $25,069 and $54,429 for the years ended December 31, 2014 and 2013.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable as of December 31, 2014 and 2013 are summarized as follows:

Amounts due for services rendered and billed:	2014			2013
Outstanding less than 90 days	$	3,404,399		$	2,539,564
Outstanding more than 90 days		-			-
		3,404,399			2,539,564
Less: allowance for doubtful accounts		(19,608	)		-
Amounts due for services rendered and billed, net		3,384,791			2,539,564
Amounts due for services rendered not billed:		847,812			334,427
Accounts receivable, net	$	4,232,603		$	2,873,991

Exhibit 99.1 -- Page 10

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31,

	2014			2013
Computer equipment	$	169,329		$	180,262
Furniture and fixtures		50,321			73,006
Office premises - India		44,181			56,292
Software		72,988			90,019
Office equipment		70,235			110,392
Leasehold improvements		4,194			4,194
Fixed assets, gross		411,248			514,165
Less: accumulated depreciation		(299,392	)		(416,115	)
Fixed assets, net	$	111,856		$	98,050

Depreciation expense for the years ended December  31, 2014 and 2013 were $24,040  and $47,320, respectively.

NOTE 5 - LINE OF CREDIT

Bellsoft had a revolving line of credit based on an agreement dated May 13, 2011 with a current maturity date of October 30, 2015. The line of credit had a maximum borrowing base of $2,000,000 with the interest rate at BBA Libor Daily Floating plus 2.75%.  The line was secured by (1) a shareholders' personal guaranty and (2) a lien on all business assets of the Borrower including, but not limited to, accounts receivable, fixed assets and general intangible assets. The line of credit required Bellsoft, Inc. to meet certain financial and non- financial covenants which is typical to such agreements.

The outstanding balance of the line of credit was $500,000 and $1,750,000 at December 31, 2014 and 2013, respectively. Interest was accrued at 2.919% at December 31, 2014 and 2013. Total interest expense for the years ended December 31, 2014 and 2013 were $28,578 and $26,970, respectively.

The outstanding balance of the line of credit was fully paid off and cancelled subsequent to the share purchase agreement entered into by the Company and Ameri Holdings, Inc. (See Note 11).

Exhibit 99.1 -- Page 11

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

NOTE 6 - INCOME TAXES

The Company accounts for income taxes under the provisions of the FASB ASC 740, Income Taxes. Current income tax expense consists of the following for the years ended December 31, 2014 and 2013:

Foreign income tax:	2014		2013
Canada	$	8,848	$	29,953
India		8,344		23,173
Total current income tax expense	$	17,192	$	53,126

In the ordinary course of business, there are many intercompany transactions that affect the calculation and estimation of the Company's tax liability. Although the Company's management believes that their tax estimates are reasonable, there is no assurance that the final determination of tax liability will not be different from what is reflected in the Company's income tax provisions and accruals.

NOTE 7 - EMPLOYEE BENEFIT PLAN

Bellsoft maintains a  defined contribution 401K plan covering all eligible employees of Bellsoft, Inc. Employees 21 years of age are eligible to participate in the plan after six months of service. Employees are allowed to contribute up to the maximum amount under the Internal Revenue Code. The plan allows Bellsoft to make a discretionary match of employee contributions.  During  2014 and 2013, Bellsoft contributed $12,164 and $17,209, respectively, to the Plan.

NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS

i) On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers  (Topic 606), with an effective date for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, for public business entities, certain not-for-profit entities, and certain employee benefit plans. The effective date for all other entities was for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018.

The amendments in this Update defer the effective date of Update 2014-09. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update

2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting

periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

Exhibit 99.1 -- Page 12

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Earlier application is permitted only as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period, or an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which an entity first applies the guidance in Update 2014-09.

ii) In January 2015, the FASB issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

NOTE 9 - OPERATING LEASES

Bellsoft leases office space in Lawrenceville, Georgia under a net operating lease agreement. Lease expense for leased property has been accounted for under the operating lease method where ownership of the asset does not transfer to the lessee.  The lease agreement has expired and the Company is a tenant at will on a month to month basis.

Bellsoft India leases office facilities in Chennai, India under a month to month net operating lease agreement.

Bellsoft Canada does not maintain office space.

Operating lease expense was $107,377 and $150,809 for the years ended December 31, 2014 and 2013.

NOTE 10 - CONCENTRATION OF CREDIT RISK

For the years ended December 31, 2014 and 2013, approximately 80% and 88% of Bellsoft's revenue was derived from five customers.   As of December 31, 2014 and 2013, approximately 70% and 78% of the Bellsoft's accounts receivable were due from four and three customers respectively.

For the years ended December 31, 2014 and 2013, 100% of Bellsoft Canada's revenue was derived from two customers.   As of December 31, 2014 and 2013, 100% and 96% of the Bellsoft Canada's accounts receivable were due from two customers, respectively.

Exhibit 99.1 -- Page 13

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2014 and 2013

At times the Company may have bank deposits in excess of the maximum amount of U.S. Federal or Canada deposit insured limits (FDIC and CDIC, respectively). As of December 31, 2014 and 2013, Bellsoft had approximately $671,000 and $1,795,000, respectively in unsecured cash reserves on deposit in excess of FDIC limit; Bellsoft Canada had approximately $127,000 and $130,000, respectively, in unsecured cash reserve on deposit in excess of CDIC limit.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through January 21, 2016, the date the consolidated financial statements were available to be issued.

On November 20, 2015, the Company entered into a share purchase agreement with Ameri Holdings, Inc. ('"AMERI") based in Princeton, New Jersey, for the consideration listed below. For financial accounting purposes, the Company recognizes September 1, 2015 as the effective date of the disposition.

The purchase price for the acquisition of the Company consisted of:

1. A cash payment in the amount of $3,000,000 at closing,

2. 235,295 shares of AMERI's common stock issued at closing,

3. $250,000 quarterly cash payments to be paid on the last day of each calendar quarter of 2016,

4. a $1,000,000 cash reimbursement to be paid 5 days following closing to compensate the sellers of the Company for a portion of the Company's approximate cash balance as of September 1, 2015,

5. approximately $2,500,000 to be paid and the amount confirmed within 30 days of closing in connection with the excess of the Company's accounts receivable over its accounts payable as of September 1, 2015, and

6. earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and EBITDA targets specified in the purchase agreement, subject to downward or upward adjustment depending on actual results.

Simultaneously with the acquisition of the Company, Bellsoft entered into a Revolving Credit and Security Agreement (the "Credit Facility") with Federal National Payables, Inc., a Delaware corporation doing business as Federal National Commercial Credit (the "Lender"). Up to $6 million principal amount of advances may be extended under the Credit Facility. The Credit Facility will be used to pay a portion of the costs associated with the acquisition of Bellsoft, with the balance being available for general working capital of Bellsoft. The Credit Facility has a term of two years, which will automatically renew unless a written notice of termination is given by Bellsoft or the Lender to the other at least 60 days prior to the end of the original or any renewed term. Interest under the Credit Facility will accrue on the higher of (a) the outstanding principal amount of advances under the Credit Facility and (b) $2,000,000 at a per annum rate equal to the Prime Rate plus 1.00%, which will be payable monthly in arrears.  With each payment of interest, Bellsoft will also pay a servicing fee of 0.38% multiplied by the higher of (a) the average daily principal amount of advances under the Credit Facility for the previous calendar month or portion thereof and (b) $2,000,000. The Credit Facility is secured by substantially all of Bellsoft's assets. The amounts borrowed by Bellsoft under the Credit Facility are guaranteed by AMERI.

Exhibit 99.1 -- Page 14

EX-99.2

Exhibit 99.2

BELLSOFT, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2015

Table of Contents

	Page
Financial Statements:
Unaudited Condensed Consolidated Balance Sheets	1
Unaudited Condensed Consolidated Statements of Comprehensive Income	2
Unaudited Condensed Consolidated Statements of Cash Flows	3
Notes to Unaudited Condensed Consolidated Financial Statements	4-10

Exhibit 99.2 -- Page 1

BELLSOFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
	September 30,
	2015			2014
ASSETS:
Current assets:
Cash	$	1,443,375		$	1,142,197
Accounts receivable, net		5,640,847			3,853,725
Employee advances		8,314			2,500
Prepaid expenses		8,718			7,386
Total current assets		7,101,254			5,005,808
Property and equipment, net		121,585			118,155
Other assets:
Security deposits		30,440			88,082
Loan receivable		48,026			53,406
Total other assets		78,466			141,488
Total Assets	$	7,301,305		$	5,265,451
LIABILITIES AND STOCKHOLDER'S EQUITY:
Liabilities:
Current liabilities:
Accounts payable	$	1,344,434		$	856,989
Accrued expenses		1,574,255			1,223,890
Customer advances		19,663			211,971
Line of credit		250,000			250,000
Total current liabilities		3,188,352			2,542,850
Note payable - related party		56,890			8,351
Stockholder's equity:
Common stock, no par, authorized 10,000 shares, issued and outstanding 750 shares		102,875			102,875
Accumulated other comprehensive loss		(109,162	)		(34,755	)
Non-controlling interest		68,503			69,145
Retained earnings		3,993,847			2,576,985
Total stockholder's equity		4,056,063			2,714,250
Total Liabilities and Stockholder's Equity	$	7,301,305		$	5,265,451

See notes to the unaudited condensed consolidated financial statements.

Exhibit 99.2 -- Page 2

BELLSOFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Comprehensive Income
	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
REVENUE	$	7,486,339		$	5,698,603		$	20,196,231		$	15,074,567
OPERATING EXPENSES:		6,771,600			5,373,424			18,505,634			14,002,719
INCOME FROM OPERATIONS		714,739			325,179			1,690,597			1,071,848
OTHER INCOME (EXPENSES)
Other income		808			2,449			808			2,449
Interest expense		(4,776	)		(4,526	)		(14,312	)		(26,500	)
Foreign currency gain (loss)		862			-			(93,341	)		(176,606	)
Total other expense		(3,107	)		(2,077	)		(106,845	)		(200,657	)
NET INCOME		711,632			323,102			1,583,752			871,191
Net income, non-controlling interest		8,384			15,643			18,279			12,185
Net income, controlling interest		720,016			338,745			1,602,031			883,376
Other comprehensive income (loss):
Foreign currency translation   adjustment		8,952			78,068			18,703			34,149
Comprehensive income	$	728,968		$	416,813		$	1,620,734		$	917,525

See notes to the unaudited condensed consolidated financial statements.

Exhibit 99.2 -- Page 3

BELLSOFT, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	720,016		$	338,745		$	1,602,031		$	883,376
Adjustments to reconcile net income to net cash  provided by operating activities:
Depreciation		2,489			4,163			7,467			12,490
Changes in assets and liabilities:
Accounts receivable		(791,954	)		(654,554	)		(1,408,244	)		(979,732	)
Employee advances		1,050			(1,800	)		(1,200	)		3,000
Prepaid expenses		11,400			-			(4,114	)		52,311
Other receivable		-			-			(2,925	)		(47,582	)
Security deposits		-			-			55,476			214
Accounts payable		302,481			11,113			193,572			125,164
Accrued expenses		28,228			336,501			97,156			95,926
Customer advances		-			-			(70,107	)		-
Income tax payable		-			-			(21,143	)		(29,953	)
Net cash provided by operating activities		273,710			34,168			447,969			115,214
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(2,543	)		(4,872	)		(17,196	)		(32,595	)
Net cash used in investing activities		(2,543	)		(4,872	)		(17,196	)		(32,595	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of line of credit		(1,000,000	)		(850,000	)		(250,000	)		(1,500,000	)
Note payable - related party		-			(36,762	)		56,890			8,351
Repayment of note receivable from shareholder		-			-			-			220,000
Shareholders' distributions		-			-			(4,505	)		(657	)
Non-controlling interest net income		(8,334	)		(15,643	)		(18,279	)		(12,185	)
Net cash used in financing activities		(1,008,334	)		(902,405	)		(215,894	)		(1,284,491	)
Effect of exchange rate changes on cash		8,952			78,068			18,703			34,150
Net increase/(decrease) in cash		(728,215	)		(795,041	)		233,582			(1,167,722	)
Cash at beginning of period		2,171,590			1,937,238			1,209,793			2,309,919
Cash at end of period	$	1,443,375		$	1,142,197		$	1,443,375		$	1,142,197
Supplemental disclosure:
Cash paid for interest	$	4,776		$	4,526		$	14,312		$	26,500
Cash paid for foreign income taxes	$	-		$	-		$	9,768		$	30,844

See notes to the unaudited condensed consolidated financial statements.

Exhibit 99.2 -- Page 4

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

NOTE 1 - NATURE OF OPERATIONS

Bellsoft, Inc. ("Bellsoft"), was incorporated in the State of Georgia on March 19, 1996. The Company provides implementation and custom development services for Enterprise Resource Planning (ERP) software.

On February 7, 2005, Bellsoft acquired a 72% ownership interest in Bellsoft India Solutions Private (Pvt) Limited (Ltd), a company incorporated under the laws of India ("Bellsoft India"). The primary purpose of Bellsoft India is to provide back office and marketing functions to Bellsoft, Inc. Bellsoft India's fiscal year ends on March 31st. For consolidation purposes Bellsoft India prepares statements for the reporting period which corresponds with the fiscal year of the parent.

On August 31, 2011, Bellsoft formed BSI Global IT Solutions, Inc. (Bellsoft Canada), a company incorporated under the laws of Canada. The primary purpose of Bellsoft Canada is to provide implementation and custom development services for ERP software for clients in Canada.  Bellsoft owns 100% of Bellsoft Canada.

Bellsoft India and Bellsoft Canada are collectively referred to as the Subsidiaries. Bellsoft, Inc. and the Subsidiaries are collectively referred to as the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

BASIS OF PRESENTATION

The Company has adopted the Financial Accounting Standards Board ("FASB") Codification ("Codification" or "ASC").  The Codification is the single official source of authoritative accounting principles generally accepted in the United States of America ("U.S. GAAP") recognized by the FASB to be applied by nongovernmental entities.  All of the Codification's content carries the same level of authority.

Exhibit 99.2 -- Page 5

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

FOREIGN OPERATIONS AND FOREIGN CURRENCY

The Subsidiaries' foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. Net assets of foreign operations were approximately 7% and 12% of the Company's total net assets at September 30, 2015 and 2014, respectively. Cash held in foreign based bank accounts totaled approximately $248,701 and $342,273 at September 30, 2015 and 2014.

The Subsidiaries transact business in their local currencies. The financial statements reflect the translation of the functional currency statements to U.S. Dollars. Financial statements use end-of-period exchange rates for assets and liabilities, weighted average exchange rates for revenues and expenses, and historical rates for equity. The resulting foreign currency translation adjustment is recorded in accumulated other comprehensive income (loss) as a component of equity.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with FASB ASC 985-605-25-79. Revenue is derived from time and expense contracts and is recognized as the services are performed.  Revenue received as reimbursement of billable expenses is reported on a gross basis within revenue and the related expenses are recorded in operating expenses. Unbilled revenue is comprised of revenue recognized in relation to efforts incurred on time and expense contracts not billed at a period end where services are performed in accordance with agreed terms. Customer advances represent payments received in advance of an engagement and are deferred until the service is performed.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Exhibit 99.2 -- Page 6

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

ACCOUNTS RECEIVABLE

The Company routinely assesses the financial strength of its customers and debtors and believes that its accounts receivable credit risk exposure is limited.  Accounts receivable are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis.  An allowance is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables.  This evaluation takes into consideration a customer's financial condition and credit history, as well as current economic conditions.  Accounts receivable are considered delinquent when they are over 90 days past due and are written off when deemed uncollectible.  Recoveries of accounts receivable previously written off are recorded in income when received.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years.

Expenditures for maintenance and repairs are charged to income as incurred. Additions and betterments are capitalized. The cost of properties sold or otherwise disposed of, and the accumulated depreciation thereon, is eliminated from the property and reserve accounts, and gains and losses are reflected in the consolidated statements of operations.

INCOME TAXES

Bellsoft has elected to be taxed as an S corporation for income tax purposes effective January 1, 2002. Accordingly, the shareholders are responsible for income taxes; therefore, no provision for income taxes is included in these financial statements for Bellsoft, Inc.

Bellsoft's policy is to distribute dividends to provide funds for shareholders to pay income taxes on income reported by the Company.  Periodically, additional distributions are paid to reduce equity in excess of management's evaluation of the amount required for working capital.  Management believes the payment of additional distributions will not negatively impact profitability or impair the operating needs of the Company.  Equity distributions during the periods ended September 30, 2015 and 2014 were $4,505 and $657, respectively.

The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions

Exhibit 99.2 -- Page 7

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

The Company has evaluated its tax positions and determined no uncertainty requires recognition. The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions, as well as the required foreign countries.  The Company is generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011.

ADVERTISING COSTS

Advertising costs are charged to operations when incurred.  Advertising expense was $11,624 and $17,624 for the three months ended September 30, 2015 and 2014, respectively and $26,780 and $40,231 for the nine months ended September 30, 2015 and 2014, respectively.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable as of September 30, 2015 and 2014 are summarized as follows:

Amounts due for services rendered and billed:	2015			2014
Outstanding less than 90 days	$	4,449,642		$	3,021,016
Outstanding more than 90 days		(34,488	)		(31,329	)
		4,415,154			2,989,687
Less: allowance for doubtful accounts		-			-
Amounts due for services rendered and billed, net		4,415,154			2,989,687
Amounts due for services rendered not billed:		1,225,693			864,038
Accounts receivable, net	$	5,640,847		$	3,853,725

Exhibit 99.2 -- Page 8

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at September 30,

	2015			2014
Computer equipment	$	169,329		$	180,263
Furniture and fixtures		59,346			58,455
Office premises - India		60,658			58,670
Software		73,943			92,932
Office equipment		46,227			55,206
Leasehold improvements		4,194			4,194
Fixed assets, gross		413,697			449,719
Less: accumulated depreciation		(292,112	)		(331,564	)
Fixed assets, net	$	121,585		$	118,155

Depreciation expense was $2,489 and $4,163 for the three months ended September 30, 2015 and 2014, respectively and $7,467 and $12,490 for the nine months ended September 30, 2015 and 2014, respectively.

NOTE 5 - LINE OF CREDIT

Bellsoft had a revolving line of credit based on an agreement dated May 13, 2011 with a current maturity date of October 30, 2015. The line of credit had a maximum borrowing base of $2,000,000 with the interest rate at BBA Libor Daily Floating plus 2.75%. The line was secured by (1) a shareholder's personal guaranty and (2) a lien on all business assets of the Borrower including, but not limited to, accounts receivable, fixed assets and general intangible assets. The line of credit required Bellsoft, Inc. to meet certain financial and non-financial covenants, which is typical to such agreements.

The outstanding balance of the line of credit for the three months ended September 30, 2015 and 2014, respectively was $250,000 and $250,000 and for the nine months ended September 30, 2015 and 2014 respectively was $250,000 and $250,000. Interest was accrued approximately at 2.94% and 2.919% at September 30, 2015 and 2014. Total interest expense for the three months period ended September 30, 2015 and 2014 was $4,776 and $4,526 and for the nine months ended September 30, 2015 and 2014 was $14,312 and $26.500.

Exhibit 99.2 -- Page 9

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

The outstanding balance of the line of credit was fully paid off and cancelled subsequent to the share purchase agreement entered into by the Company and Ameri Holdings, Inc. (See Note 10)

NOTE 6 - EMPLOYEE BENEFIT PLAN

Bellsoft maintains a defined contribution 401K plan covering all eligible employees of Bellsoft, Inc. Employees 21 years of age are eligible to participate in the plan after six months of service. Employees are allowed to contribute up to the maximum amount under the Internal Revenue Code. The plan allows Bellsoft to make a discretionary match of employee contributions. During the three months period ended September 30, 2015 and 2014 and the nine months ended September 30, 2015 and 2014, respectively there were no contributions to the Plan.

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

i) On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), with an effective date for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, for public business entities, certain not-for-profit entities, and certain employee benefit plans. The effective date for all other entities was for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018.

The amendments in this Update defer the effective date of Update 2014-09. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Earlier application is permitted only as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period, or an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which an entity first applies the guidance in Update 2014-09.

Exhibit 99.2 -- Page 10

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

ii) In January 2015, the FASB, issued Accounting Standard Update, or ASU, 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

NOTE 8 - OPERATING LEASES

Bellsoft leases office space in Lawrenceville, Georgia under a net operating lease agreement. Lease expense for leased property has been accounted for under the operating lease method where ownership of the asset does not transfer to the lessee.  The lease agreement has expired and the Company is a tenant at will on a month to month basis.

Bellsoft India leases office facilities in Chennai, India under a month to month net operating lease agreement.

Bellsoft Canada does not maintain office space.

Operating lease expense was for the three months ended September 30, 2015 and 2014 was $33,182 and $80,852, respectively. For the nine months ended September 30, 2015 and 2014, operating lease expense was $54,443 and $118,198.

NOTE 9 - CONCENTRATION OF CREDIT RISK

For the three months ended September 30, 2015 and 2014, approximately 66% and 78% of Bellsoft's revenue was derived from four and five customers, respectively. For the nine months ended September 30, 2015 and 2014, approximately 58% and 83% of Bellsoft's revenue was derived from 3 and 5 customers.  As of the nine months period ending September 30, 2015 and 2014, approximately 10% and 16% of the Bellsoft's accounts receivable were due from 3 and 5 customers.

For the three and nine month periods ended September 30, 2015 and 2014, 100% of Bellsoft Canada's revenue was derived from two customers.  As of September 30, 2015 and 2014, 100% of the Bellsoft Canada's accounts receivable were due from two customers.

Exhibit 99.2 -- Page 11

BELLSOFT, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2015 and 2014

At times the Company may have bank deposits in excess of the maximum amount of U.S. Federal or Canada deposit insured limits (FDIC and CDIC, respectively).  As of September 30, 2015 and 2014, Bellsoft had approximately $1,193,375 and $892,197 in unsecured cash reserves on deposit in excess of FDIC limit; Bellsoft Canada had approximately $131,000 and $127,000, respectively, in unsecured cash reserve on deposit in excess of the CDIC limit.

NOTE 10 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through January 25, 2016, the date the consolidated financial statements were available to be issued.

On November 20, 2015, the Company entered into a share purchase agreement with Ameri Holdings Inc. ('AMERI') based in Princeton, New Jersey, for the consideration listed below.  For financial accounting purposes, the Company recognizes September 1, 2015 as the effective date of the disposition.

The purchase price of the acquisition of the Company consisted of:

1. A cash payment in the amount of $3,000,000 at closing,

2. 235,295 shares of AMERI's common stock issued at closing,

3. $250,000 quarterly cash payments to be paid on the last day of each calendar quarter of 2016,

4. a $1,000,000 cash reimbursement to be paid 5 days following closing to compensate the sellers of the Company for a portion of the Company's approximate cash balance as of September 1, 2015,

5. approximately $2,500,000 to be paid and the amount confirmed within 30 days of closing in connection with the excess of the Company's accounts receivable over its accounts payable as of September 1, 2015, and

6. earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and EBITDA targets specified in the Bellsoft purchase agreement, subject to downward or upward adjustment depending on actual results.

Simultaneously with the acquisition of the Company, Bellsoft entered into a Revolving Credit and Security Agreement (the "Credit Facility") with Federal National Payables, Inc., a Delaware corporation doing business as Federal National Commercial Credit (the "Lender").  Up to $6 million principal amount of advances may be extended under the Credit Facility. The Credit Facility will be used to pay a portion of the costs associated with the acquisition of Bellsoft, with the balance being available for general working capital of Bellsoft.  The Credit Facility has a term of two years, which will automatically renew unless a written notice of termination is given by Bellsoft or the Lender to the other at least 60 days prior to the end of the original or any renewed term.  Interest under the Credit Facility will accrue on the higher of (a) the outstanding principal amount of advances under the Credit Facility and (b) $2,000,000 at a per annum rate equal to the Prime Rate plus 1.00%, which will be payable monthly in arrears.  With each payment of interest, Bellsoft will also pay a servicing fee of 0.38% multiplied by the higher of (a) the average daily principal amount of advances under the Credit Facility for the previous calendar month or portion thereof and (b) $2,000,000.  The Credit Facility is secured by substantially all of Bellsoft's assets. The amounts borrowed by Bellsoft under the Credit Facility are guaranteed by AMERI.

Exhibit 99.2 -- Page 12

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On November 20, 2015, Ameri Holdings, Inc. (the ''Company,'' ''we,'' ''our'' or ''us'') completed the acquisition of Bellsoft, Inc. (''Bellsoft''). The accompanying unaudited pro forma condensed consolidated combined balance sheet as of August 31, 2015 presents our historical financial position combined with Bellsoft as if the acquisition and the financing for the acquisition had occurred on August 31, 2015. The accompanying unaudited pro forma condensed consolidated combined statements of operations for the fiscal year ended March 31, 2015 and the five months period ended August 31, 2015 present the combined results of our operations with Bellsoft as if the acquisition and the financing for the acquisition had occurred on August 31, 2015. The historical unaudited pro forma condensed consolidated financial information includes adjustments that are directly attributable to the acquisition, factually supportable and with respect to the statement of operations are expected to have a continuing effect on our combined results. The unaudited pro forma condensed consolidated combined financial information does not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies that may result from the acquisition. The unaudited pro forma condensed consolidated combined financial information and related notes are being provided for illustrative purposes only and are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated nor are they necessarily indicative of the combined company's future financial position or operating results of the combined company.

The accompanying unaudited pro forma condensed consolidated combined financial information and related notes should be read in conjunction with our consolidated financial statements for the six months ended September 30, 2015 and our unaudited condensed consolidated financial statements as of and for the three months ended June 30, 2015 and Bellsoft audited financial statements as of and for the years ended December 31, 2013 and 2014 and Bellsoft unaudited consolidated financial statements as of and for the nine months ended September 30, 2015 and 2014.

We prepared the unaudited pro forma condensed consolidated combined financial information pursuant to Regulation S-X Article 11. Accordingly, our cost to acquire Bellsoft of approximately $9.3 million has been allocated to the assets acquired and liabilities assumed according to their estimated fair values at the date of acquisition. Any excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The preliminary estimates of fair values are reflected in the accompanying unaudited pro forma condensed consolidated combined financial information. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date. The final valuation will be based on the actual fair values of assets acquired and liabilities assumed at the acquisition date. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to an understanding of the impact of this transaction to our financial results.

Exhibit 99.3 -- Page 1

AMERI HOLDINGS, INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
August 31, 2015
		Ameri Holdings, Inc.		Bellsoft, Inc.		Combined Historical			Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents		$	3,639,011	$	1,575,358	$	5,214,369					$	5,214,369
Accounts receivable			3,861,264		4,168,573		8,029,837						8,029,837
Other current assets			306,528		20,091		326,619						326,619
	Total current assets		7,806,803		5,764,022		13,570,825			-			13,570,825
Non-current assets:
Investments			-		-		-	1		9,300,000			-
								2		(9,300,000	)
Fixed assets			35,023		121,011		156,034						156,034
Intangible assets-net			1,198,316		-		1,198,316	2		1,815,000			3,013,316
Other assets			-		80,355		80,355						80,355
Goodwill			-		-		-	2		3,077,028			3,077,028
	TOTAL ASSETS	$	9,040,142	$	5,965,388	$	15,005,530		$	4,892,028		$	19,897,558
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable		$	2,347,763	$	1,185,403	$	3,533,166					$	3,533,166
Line of credit			-		250,000		250,000						250,000
Other current liabilities			446,217		122,013		568,230						568,230
Taxes payable			385,363		-		385,363						385,363
Convertible notes			5,000,000				5,000,000						5,000,000
Consideration payable			-		-		-	1		8,300,000			8,300,000
	Total current liabilities		8,179,343		1,557,416		9,736,759			8,300,000			18,036,759
Stockholder's equity:
Preferred shares			-		-		-						-
Common stock			116,390		102,875		219,265	1		2,353			118,743
								2		(102,875	)
Additonal paid-in capital			53,131		-		53,131	1		997,647			1,050,778
Retained earnings			691,278		4,305,097		4,996,375	2		(4,305,097	)		691,278
	Total stockholder's equity		860,799		4,407,972		5,268,771			(3,407,972	)		1,860,799
	TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	9,040,142	$	5,965,388	$	15,005,530		$	4,892,028		$	19,897,558

Pro Forma Adjustments
	1	Investment in subsidiary	9,300,000
		Common stock		2,353
		Additonal paid-in capital		997,647
		Consideration payable		8,300,000

To record investment for Bellsoft. Consideration payable of $8,300,000 and issuance of 235,295 shares at $4.25 per share.  

2	Investment in subsidiary		9,300,000
	Common stock	102,875
	Retained earnings	4,305,097
	Intangible assets	1,815,000
	Goodwill	3,077,028

To eliminate the investment in Bellsoft and record the intangible assets and goodwill.

Exhibit 99.3 -- Page 2

AMERI HOLDINGS, INC.
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended March 31, 2015
	Ameri Holdings, Inc.			Bellsoft, Inc.			Combined Historical				Pro Forma Adjustments		Pro Forma Combined
Revenue	$	16,804,379		$	25,220,206		$	42,024,585					$	42,024,585
Cost of revenue		15,114,400			-			15,114,400						15,114,400
Gross profit		1,689,979			25,220,206			26,910,185				-		26,910,185
Operating expenses:
Selling, general and administrative		1,042,776			24,664,520			25,707,296						25,707,296
Income before other income / (expenses)		647,203			555,686			1,202,889				-		1,202,889
Interest expense		-			(19,862	)		(19,862	)					(19,862	)
Other income (expense)		-			10,902			10,902						10,902
Depreciation and amortization		(33,372	)		(12,490	)		(45,862	)					(45,862	)
Net income before income tax		613,831			534,236			1,148,067				-		1,148,067
Provision for income taxes		(218,887	)		(8,605	)		(227,492	)					(227,492	)
Income (loss) from continuing operations		394,944			525,631			920,575				-		920,575
Unrealized foreign currency translation income		-			50,455			50,455						50,455
Net and comprehensive income for the period	$	394,944		$	576,086		$	971,030			$	-	$	971,030
Net income (loss) per common share from continuing operations:
Basic	$	0.03		$	700.84		$	0.07					$	0.07
Diluted	$	0.03		$	700.84		$	0.07					$	0.07
Weight average common share outstanding:
Basic		12,500,070			750			12,500,820		1		234,545		12,735,365
Diluted		12,500,070			750			12,500,820				234,784		12,735,604

Pro Forma Adjustments

1   To effect shares issued upon acquisition and elimination of Bellsoft common stock.

Exhibit 99.3 -- Page 3

AMERI HOLDINGS, INC.
Unaudited Pro Forma Combined Statement of Operations
For the five month period ended August 31, 2015
	Ameri Holdings, Inc.			Bellsoft, Inc.			Combined Historical				Pro Forma Adjustments		Pro Forma Combined
Revenue	$	5,277,990		$	12,380,196		$	17,658,186					$	17,658,186
Cost of revenue		4,018,614			-			4,018,614						4,018,614
Gross profit		1,259,376			12,380,196			13,639,572				-		13,639,572
Operating expenses:
Selling, general and administrative		1,362,402			11,126,022			12,488,424						12,488,424
Income before other income / (expenses)		(103,026	)		1,254,174			1,151,148				-		1,151,148
Interest expense		(40,790	)		(10,355	)		(51,145	)					(51,145	)
Depreciation and amortization		(2,761	)		(4,148	)		(6,909	)					(6,909	)
Income (loss) from continuing operations		(146,577	)		1,239,671			1,093,094				-		1,093,094
Unrealized foreign currency translation income		-			10,390			10,390						10,390
Net and comprehensive income for the period	$	(146,577	)	$	1,250,061		$	1,103,484			$	-	$	1,103,484
Net income (loss) per common share from continuing operations:
Basic	$	(0.01	)	$	1,652.90		$	0.10					$	0.09
Diluted	$	(0.01	)	$	1,652.90		$	0.07					$	0.07
Weight average common share outstanding:
Basic		11,493,097			750			11,493,847		1		234,545		11,728,392
Diluted		16,240,410			750			16,241,160				234,784		16,475,944

Pro Forma Adjustments

1  To effect shares issued upon acquisition and elimination of Bellsoft common stock.

Exhibit 99.3 -- Page 4

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 1 — Basis of presentation

The unaudited pro forma condensed combined financial statements are based on Ameri Holdings, Inc. and Bellsoft historical consolidated financial statements as adjusted to give effect to the acquisition of Bellsoft Resources by Ameri Holdings, Inc. The unaudited pro forma combined statements of operations for the five month period ended August 31, 2015 and the 12 months ended March 31, 2015 give effect to the Bellsoft acquisition as if it had occurred on April 1, 2014. The unaudited pro forma combined balance sheet as of August 31, 2015 gives effect to the Bellsoft acquisition as if it had occurred on August 31, 2015.

Note 2 — Preliminary purchase price allocation

On November 20, 2015, AMERI Holdings, Inc. acquired Bellsoft, Inc. for total consideration of approximately $9.30 million. The unaudited pro forma condensed combined financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of Bellsoft, Inc. based on management's best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes.

The following table shows the preliminary allocation of the purchase price for Bellsoft, Inc. to the acquired identifiable assets, liabilities assumed and pro forma goodwill:

Total purchase price	$	9,300,000
Cash and cash equivalents		1,575,358
Accounts receivable		4,168,573
Deposit and prepaid expense		100,446
Other		1,936,011
Total identifiable assets		7,780,388
Accounts payable and accrued expenses		(1,185,403	)
Trade financing		(250,000	)
Other payable		(122,013	)
Total liabilities assumed		(1,557,416	)
Net assets acquired		6,222,972
Total proforma goodwill	$	3,077,028

Exhibit 99.3 -- Page 5

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 3 — Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

Adjustments to the pro forma condensed combined balance sheet:

(1) Reflect the investment in a subsidiary and the payment of the purchase price; and

(2) Reflect the preliminary estimate of goodwill, which represents the excess of the purchase price over the fair value of Bellsoft, Inc.'s identifiable assets acquired and liabilities assumed as shown in Note 2.

Exhibit 99.3 -- Page 6