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): August 1, 2016

AMERI Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware	000-26460	95-4484725
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification 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

(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 2.01.  Completion of Acquisition or Disposition of Assets

On August 1, 2016, we filed a Current Report on Form 8-K reporting that on July 29, 2015, we closed our acquisition of DC&M Partners, L.L.C. ("DCM"). This Form 8-K/A amends the Form 8-K we filed on August 1, 2016 to include DCM's audited financial statements for the year ended December 31, 2015, the unaudited condensed financial statements as of June 30, 2016 and for the three months and six months ended June 30, 2016 and 2015 and the unaudited pro forma condensed combined financial statements and notes thereto related to our DCM 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 DCM are being filed as exhibits to the form 8-K/A and are incorporated by reference herein:

Exhibit 99.1 – DCM's audited financial statements, including an independent auditor's report as of and for the years then ended December 31, 2015 and 2014.

Exhibit 99.2 – DCM's condensed financial statements as of June 30, 2016 (unaudited) and for the three and six months ended June 30, 2016 and 2015 (unaudited).

(b) Pro Forma Financial Information.

The Ameri Holdings, Inc. and DCM unaudited pro forma condensed combined balance sheets as of June 30, 2016 and the Ameri Holdings, Inc. and DCM unaudited pro forma condensed combined income statements for the six months from January 1, 2016 through June 30, 2016 and for the year ended December 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.

The unaudited pro forma condensed combined income statements for the six months from January 1, 2016 through June 30, 2016 include DCM's results for the six months from January 1, 2016 through June 30, 2016. The unaudited pro forma condensed combined income statements for the year ended December 31, 2015 includes DCM's results for the year ended December 31, 2015. The unaudited pro forma condensed combined balance sheets as of June 30, 2016 includes DCM's balance sheet as of June 30, 2016.

- 2 -

(d) Exhibits

Exhibit Number	Description
Exhibit 99.1	Audited financial statements of DC&M Partners, L.L.C. as of and for the years ended December 31, 2015 and 2014 and Independent Auditor's Report thereon.
Exhibit 99.2	Condensed financial statements of DC&M Partners, L.L.C. as of June 30, 2016 (unaudited) and for the three months and six months ended June 30, 2016 and 2015 (unaudited).
Exhibit 99.3	Unaudited pro forma condensed combined financial statements and explanatory notes for Ameri Holdings, Inc. as of June 30, 2016, for the six months ended June 30, 2016 and for the year ended December 31, 2015.

- 3 -

Signatures

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: October 11, 2016	AMERI HOLDINGS, INC.
	By:	/s/ Giri Devanur
		Giri Devanur
		President and Chief Executive Officer

- 4 -

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Audited financial statements of DC&M Partners, L.L.C. as of and for the years ended December 31, 2015 and 2014 and Independent Auditor's Report thereon.
Exhibit 99.2	Condensed financial statements of DC&M Partners, L.L.C. as of June 30, 2016 (unaudited) and for the three months and six months ended June 30, 2016 and 2015 (unaudited).
Exhibit 99.3	Unaudited pro forma condensed combined financial statements and explanatory notes for Ameri Holdings, Inc. as of June 30, 2016, for the six months ended June 30, 2016 and for the year ended December 31, 2015.

- 5 -

EX-99.1

Exhibit 99.1

DC&M PARTNERS, L.L.C.

FINANCIAL STATEMENTS

December 31, 2015 and 2014

Exhibit 99.1 -- Page 1

DC&M PARTNERS L.L.C.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	3
FINANCIAL STATEMENTS
Balance Sheets	4
Statements of Income and Comprehensive Income	5
Statements of Changes in Members' Equity	6
Statements of Cash Flows	7
Notes to Financial Statements	8-13

Exhibit 99.1 -- Page 2

CERTIFIED PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT

 REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Members,

We have audited the accompanying balance sheets of DC&M Partners, L.L.C. (the "Company") as of December 31, 2015 and 2014 and the related statements of income, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 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 control over financial reporting.  Our audits 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014 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

October 11, 2016.

3240  EAST  STATE  STREET  EXT.  +  HAMILTON, NJ08619  +   (609)  631-9552/63    1-9553     +     FAX  (888) 319-8898

PKRAM@RAMASSOCIATES.US

Exhibit 99.1 -- Page 3

DC&M PARTNERS L.L.C.

Balance Sheets

	December 31,
	2015		2014
ASSETS
CURRENT ASSETS
Cash	$	1,171,274	$	1,402,294
Accounts receivable, net		3,940,153		2,610,165
Prepaid expenses		47,181		45,709
TOTAL CURRENT ASSETS		5,158,608		4,058,168
PROPERTY AND EQUIPMENT, NET		1,780		-
OTHER ASSETS
Security deposits		1,263		1,263
Note receivable from member		-		-
Other assets		5,406		42,063
TOTAL OTHER ASSETS		6,669		43,326
TOTAL ASSETS	$	5,167,057	$	4,101,494
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,541,090	$	1,531,271
Accrued expenses		2,398		3,833
Income tax payable		79,667		54,370
TOTAL CURRENT LIABILITIES		2,623,155		1,589,474
LONG-TERM LIABILITIES
Deferred Compensation		449,469		449,469
TOTAL CURRENT AND LONG-TERM LIABILITIES		3,072,624		2,038,943
MEMBERS' EQUITY		2,094,433		2,062,551
TOTAL MEMBERS' EQUITY		2,094,433		2,062,551
TOTAL LIABILITIES AND MEMBERS' EQUITY	$	5,167,057	$	4,101,494

 See accompanying notes to financial statements

Exhibit 99.1 -- Page 4

DC&M PARTNERS, L.L.C.

Statements of Income and Comprehensive Income

	Year Ended December 31,
	2015			2014
REVENUES	$	17,865,584		$	16,341,331
COST OF SALES		14,518,816			13,477,468
Gross profit		3,346,768			2,863,863
OPERATING EXPENSES		2,182,795			1,825,362
Income from operations		1,163,973			1,038,501
OTHER INCOME (EXPENSES)
Interest income		263			293
Other income		9,000			9,000
Interest expense		(117	)		(25	)
TOTAL OTHER EXPENSE		9,146			9,268
Income before income tax expense		1,173,119			1,047,769
Income tax expense		87,180			34,660
		1,085,939			1,013,109
Other comprehensive income (loss):
Foreign currency translation adjustment		-			(7,251	)
Net income	$	1,085,939		$	1,005.858

See accompanying notes to financial statements

Exhibit 99.1 -- Page 5

DC&M PARTNERS, L.L.C.

Statement of Members' Equity

	MACT						Lucid
	Holdings, LLC			Housenkens LLC			Solutions, Inc.			Total
Balance at December 31, 2013	$	631,252		$	632,192		$	632,433		$	1,895,877
Net Income		352,050			352,050			301,758			1,005,858
Member Distributions		(279,728	)		(279,728	)		(279,728	)		(839,184	)
Balance at December 31, 2014		703,574			704,514			654,463			2,062,551
Net Income		380,079			380,079			325,781			1,085,939
Member Distributions		(351,352	)		(351,352	)		(351,353	)		(1,054,057	)
Balance at December 31, 2015	$	732,301		$	733,241		$	628,891		$	2,094,433

See accompanying notes to financial statements

Exhibit 99.1 -- Page 6

DC&M PARTNERS, L.L.C.

Statements of Cash Flows

	Year Ended December 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,085,939		$	1,005,858
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		511			1,727
Changes in assets and liabilities:
Accounts receivable		(1,329,988	)		(95,838	)
Prepaid expenses		(1,472	)		(7,834	)
Note receivable		39,157			-
Other assets		(2,500	)		-
Accounts payable		1,009,819			218,989
Accrued expenses		(1,434	)		2,131
Income tax payable		25,296			12,569
Long term deferred compensation		-			(5,000	)
Net cash provided by operating activities		825,328			1,130,934
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(2,291	)		(1,668	)
Net cash provided by/(used in) investing activities		(2,291	)		(1.668	)
CASH FLOWS FROM FINANCING ACTIVITIES
Partner distributions		(1,054,057	)		(839,184	)
Net cash used in financing activities		(1,054,057	)		(839,184	)
Net decrease in cash and cash equivalents		(231,020	)		291,750
Cash at beginning of year		1,402,294			1,110,544
Cash at end of year	$	1,171,274		$	1,402,294

See accompanying notes to financial statements

Exhibit 99.1 -- Page 7

DC&M PARTNERS, L.L.C.

Notes to Financial Statements

December 31, 2015 and 2014

NOTE 1 - NATURE OF OPERATIONS

DC&M Partners, L.L.C. (the "Company"), was formed in the State of Arizona on January 29, 2007. The Company provides clients with a wide range of SAP development, consultancy and management services.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

USE OF ESTIMATES

The  preparation of 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 are reported gross within revenue and the related expenses are recorded in operating expenses. Unbilled revenue comprises of revenue recognized in relation to efforts incurred on time and expense contracts not billed at 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.

Exhibit 99.1 -- Page 8

DC&M PARTNERS, L.L.C.

Notes to Financial Statements

December 31, 2015 and 2014

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

The Company elected to be taxed as a partnership for income tax purposes effective June 3, 2001. Accordingly, the members are responsible for income taxes and no provision for income taxes is included in these financial statements for the Company.

The Company's policy is to distribute dividends to provide funds for members 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, 2015 and 2014 were $1,054,057 and $839,184, 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.

Exhibit 99.1 -- Page 9

DC&M PARTNERS, L.L.C.

Notes to Financial Statements

December 31, 2015 and 2014

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable as of December 31, 2015 and 2014 are summarized as follows:

Amounts due for services rendered and billed:	2015		2014
Outstanding less than 90 days	$	3,843,137	$	2,763,589
Outstanding more than 90 days		97,016		(153,424	)
		3,940,153		2,610,165
Less: allowance for doubtful accounts		-		-
Amounts due for services rendered and billed, net		3,940,153		2,610,165
Amounts due for services rendered not billed:
Accounts receivable, net	$	3,940,153	$	2,610,165

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31,

	2015			2014
Office equipment	$	54,829		$	52,538
Fixed assets, gross		54,829			52,538
Less: accumulated depreciation		(53,049	)		(52,538	)
Fixed assets, net	$	1,780		$	-

Depreciation expense for the years ended December 31, 2014 and 2015 were $511 and $1,780, respectively.

Exhibit 99.1 -- Page 10

DC&M PARTNERS, L.L.C.

Notes to Financial Statements

December 31, 2015 and 2014

NOTE 5 - INCOME TAXES

The Company accounts for income taxes under the provisions of the FASB ASC 740, Income Taxes. 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.

Income tax expense for the years ended December 31, 2015 and 2014 were $87,180 and $34,660, respectively.

NOTE 6 - DEFERRED COMPENSATION

The Company reviews compensation for members on an annual basis and accrues deferred compensation for any excess of amounts owed versus amounts paid to members. As of December 31, 2015 and 2014, deferred compensation was $449,469 and $449,469, respectively.  All dues were paid off as of the report date.

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

In August 2014, the FASB issued amended guidance related to disclosure of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.

In May 2014, the FASB issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its financial statements.

Exhibit 99.1 -- Page 11

DC&M PARTNERS, L.L.C.

Notes to Financial Statements

December 31, 2015 and 2014

In January 2015, the FASB issued ASU 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items.  This ASU eliminates from U.S. 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 ASU 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.

In November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The ASU is part of the FASB's simplification initiative aimed at reducing complexity in accounting standards. Current U.S. GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. Importantly, the guidance does not change the existing requirement that only permits offsetting within a jurisdiction – that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction.

NOTE 8 - OPERATING LEASES

The Company leases office space in Chandler, Arizona under 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.

Operating lease expense was $46,709 and $29,991 for the years ended December 31, 2015 and 2014, respectively.

Exhibit 99.1 -- Page 12

DC&M PARTNERS, L.L.C.

Notes to Financial Statements

December 31, 2015 and 2014

NOTE 9 - CONCENTRATION OF CREDIT RISK

For the years ended December 31, 2015 and 2014, approximately 62% and 64%, respectively, of the Company's revenue was derived from five customers.   As of December 31, 2015 and 2014, approximately 79% and 72%, respectively, of the Company's accounts receivable were due from five and four customers.

At times the Company may have bank deposits in excess of the maximum amount of U.S. federal deposit insured limits (FDIC). As of December 31, 2015 and 2014, the Company had approximately $1,081,000 and $1,312,000, respectively, in unsecured cash reserves on deposit in excess of the FDIC limit.

NOTE 10 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through October 11, 2016, the date the financial statements were available to be issued.

On July 29, 2015, the Company entered into a membership interest purchase agreement with Ameri Holdings Inc. ("AMERI"), which is based in Princeton, New Jersey, for the purchase of all of the outstanding membership interests of the Company for consideration of: (a) a cash payment in the amount of $3,000,000 at closing, (b) 1,600,000 shares of AMERI common stock, which are to be issued on July 29, 2018 or upon a change of control of AMERI (whichever occurs earlier), and (c) earn-out payments to be paid, if earned, in 2017 and 2018, all as more particularly outlined in the purchase agreement.

Exhibit 99.1 -- Page 13

EX-99.2

Exhibit 99.2

DC&M PARTNERS, L.L.C.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2016

Exhibit 99.2 -- Page 1

DC&M PARTNERS, L.L.C.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
FINANCIAL STATEMENTS
Unaudited Condensed Balance Sheets for the Six Months Ended June 30, 2015 and 2016	3
Unaudited Condensed Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2015 and 2016	4
Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2016	5
Notes to Unaudited Condensed Financial Statements	6-12

Exhibit 99.2 -- Page 2

DC&M PARTNERS, L.L.C.

Unaudited Condensed Balance Sheets

		June 30,
		2016		2015
ASSETS
CURRENT ASSETS
Cash	$	2,570,828	$	1,168,970
Accounts receivable, net		3,206,166		3,745,437
Prepaid expenses		21,000		27,663
TOTAL CURRENT ASSETS		5,797,994		4,942,070
PROPERTY AND EQUIPMENT, NET		4,141		1,865
OTHER ASSETS
Security deposits		1,263		1,263
Note receivable from member		-		34,925
Other assets		-		11,138
TOTAL OTHER ASSETS		1,263		47,326
TOTAL ASSETS	$	5,803,398	$	4,991,261
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,750,030	$	2,238,145
Accrued expenses		-		2,399
Income tax payable		-		67,418
TOTAL CURRENT LIABILITIES		2,750,030		2,307,962
LONG TERM LIABILITIES
Deferred Compensation		597,481		449,469
TOTAL CURRENT AND LONG-TERM LIABILITIES		3,347,511		2,757,431
MEMBERS' EQUITY
Members' Equity		2,455,887		2,233,830
TOTAL MEMBERS' EQUITY		2,455,887		2,233,830
TOTAL LIABILITIES AND MEMBERS' EQUITY	$	5,803,398	$	4,991,261

See accompanying notes to unaudited condensed financial statements

Exhibit 99.2 -- Page 3

DC&M PARTNERS, L.L.C. Unaudited Condensed Statements of Income and Comprehensive Income Three Months and Six Months Ended June 30, 2015 and 2016
	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
REVENUES	$	5,474,575	$	4,567,772	$	10,601,951	$	8,328,380
COST OF SALES		4,258,090		3,703,613		8,475,405		6,802,052
Gross profit		1,216,485		864,159		2,126,546		1,526,328
OPERATING EXPENSES		683,560		529,454		1,077,688		916,907
Income from operations		532,925		334,705		1,048,858		609,421
OTHER INCOME (EXPENSES)
Interest income		66		66		131		130
Other income		0		0		0		9,000
Interest expense		0		-163		-441		0
TOTAL OTHER EXPENSE		66		-97		-310		9,130
Income before income tax expense		532,991		334,608		1,048,548		618,551
Income tax expense		43,325		40,188		65,775		48,987
Other comprehensive income (loss):
Foreign currency translation adjustment		-		-		-		-
Comprehensive income	$	489,666	$	294,420	$	982,773	$	569,564

See accompanying notes to unaudited condensed financial statements

Exhibit 99.2 -- Page 4

DC&M PARTNERS, L.L.C.
Unaudited Condensed Statements of Cash Flows
For the Six months Ended June 2015 & 2016
	Six Months ended June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	982,773		$	569,564
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		255			255
Changes in assets and liabilities:
Accounts receivable		733,987			(1,135,272	)
Prepaid expenses		26,181			18046
Note receivable		-			4,232
Other assets		5,406			(8,232	)
Accounts payable		208,939			706,872
Accrued expenses		(2,398	)		(1,434	)
Income tax payable		(79,666	)		13,048
Long term deferred compensation		148,011			-
Net cash provided by operating activities		2,023,490			167,079
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(2,616	)		(2,120	)
Net cash used in investing activities		(2,616	)		(2,120	)
CASH FLOWS FROM FINANCING ACTIVITIES
Partner distributions		(621,319	)		(398,284	)
Net cash used in financing activities		(621,319	)		(398,284	)
Net decrease in cash and cash equivalents		1,399,554			(233,325	)
Cash at beginning of year		1,171,274			1,402,294
Cash at end of year	$	2,570,828		$	1,168,969

See accompanying notes to unaudited condensed financial statements

Exhibit 99.2 -- Page 5

DC&M PARTNERS, L.L.C.

Notes to Unaudited Financial Statements

June 30, 2016 and 2015

NOTE 1 - NATURE OF OPERATIONS

DC&M Partners, L.L.C. (the "Company"), was formed incorporated in the State of Arizona on January 29, 2007. The Company provides clients with a wide range of SAP development, consultancy, and management services.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

USE OF ESTIMATES

The preparation of 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 are reported gross within revenue and the related expenses are recorded in operating expenses. Unbilled revenue comprises of revenue recognized in relation to efforts incurred on time and expense contracts not billed at 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.

Exhibit 99.2 -- Page 6

DC&M PARTNERS, L.L.C.

Notes to Unaudited Financial Statements

June 30, 2016 and 2015

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.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable as of June 30, 2016 and 2015 are summarized as follows:

Amounts due for services rendered and billed:	2016		2015
Outstanding less than 90 days	$	3,077,079	$	3,921,182
Outstanding more than 90 days		129,087		(175,745	)
		3,206,166		3,745,437
Less: allowance for doubtful accounts		-		-
Amounts due for services rendered and billed, net		3,206,166		3,745,437
Amounts due for services rendered not billed:
Accounts receivable, net	$	3,206,166	$	3,745,437

Exhibit 99.2 -- Page 7

DC&M PARTNERS, L.L.C.

Notes to Unaudited Financial Statements

June 30, 2016 and 2015

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at June 30,

	2016			2015
Office equipment	$	57,446		$	54,368
Fixed assets, gross		57,446			54,368
Less: accumulated depreciation		(53,305	)		(52,503	)
Fixed assets, net	$	4,141		$	1,865

Depreciation expense for the six-month periods ended June30, 2016 and 2015 were $255, respectively.

NOTE 5 - INCOME TAXES

The Company accounts for income taxes under the provisions of the FASB ASC 740, Income Taxes.

The Company elected to be taxed as a partnership for income tax purposes effective June 3, 2001. Accordingly, the members are responsible for income taxes and no provision for income taxes is included in these financial statements for the Company.

The Company's policy is to distribute dividends to provide funds for members 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 period ended June 30, 2015 and 2016 were $1,237,468 and $2,514,560, 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.

Exhibit 99.2 -- Page 8

DC&M PARTNERS, L.L.C.

Notes to Unaudited Financial Statements

June 30, 2016 and 2015

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. All dues were paid off as of the report date.

NOTE 6 - EMPLOYEE BENEFIT PLAN

DEFERRED COMPENSATION

The Company reviews compensation for members on an annual basis and accrues deferred compensation for any excess of amounts owed versus amounts paid to members. As of June 30, 2016 and 2015, deferred compensation was $597,481 and $449,469, respectively.

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

In August 2014, the FASB issued amended guidance related to disclosure of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.

In May 2014, the FASB issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its financial statements.

In January 2015, the FASB issued ASU 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items.  This ASU eliminates from U.S. 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 ASU 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.

Exhibit 99.2 -- Page 9

DC&M PARTNERS, L.L.C.

Notes to Unaudited Financial Statements

June 30, 2016 and 2015

In November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The ASU is part of the Board's simplification initiative aimed at reducing complexity in accounting standards. Current U.S. GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. Importantly, the guidance does not change the existing requirement that only permits offsetting within a jurisdiction – that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction.

NOTE 8 - OPERATING LEASES

The Company leases office space in Chandler, Arizona under 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.

Operating lease expense was $18,046 and $31,700 for the years ended June 30, 2015 and 2016, respectively.

NOTE 9 - CONCENTRATION OF CREDIT RISK

For the period ended June 30, 2015 and 2016, approximately 80% and 79%, respectively, of the Company's revenue was derived from ten customers. As of June30, 2015 and 2016, approximately 75% and 70%, respectively, of the Company's accounts receivable were due from five customers.

NOTE 10 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through October 11, 2016, the date the unaudited financial statements were available to be issued.

On July 29, 2015, the Company entered into a membership interest purchase agreement with Ameri Holdings Inc. ("AMERI"), which is based in Princeton, New Jersey, for the purchase of all of the outstanding membership interests of the Company for consideration of: (a) a cash payment in the amount of $3,000,000 at closing, (b) 1,600,000 shares of AMERI common stock, which are to be issued on July 29, 2018 or upon a change of control of AMERI (whichever occurs earlier), and (c) earn-out payments to be paid, if earned, in 2017 and 2018, all as more particularly outlined in the purchase agreement.

Exhibit 99.2 -- Page 10

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On July 29, 2016, Ameri Holdings, Inc. (the ''Company,'' ''we,'' ''our'' or ''us'') completed the acquisition of DC&M Partners, L.L.C. (''DC&M''). The accompanying unaudited pro forma condensed consolidated combined balance sheets as of June 30, 2016 presents our historical financial position combined with DC&M as if the acquisition and the financing for the acquisition had occurred on June 30, 2016. The accompanying unaudited pro forma condensed consolidated combined statements of operations for the fiscal year ended December 31, 2015 and the six months period ended June 30, 2016 present the combined results of our operations with DC&M as if the acquisition and the financing for the acquisition had occurred on December 31, 2015 and June 30, 2016. 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 June 30, 2016 and our unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2016 and DC&M audited financial statements as of and for the years ended December 31, 2015 and 2014 and DC&M unaudited consolidated financial statements as of and for the three and six months ended June 30, 2016 and 2015.

We prepared the unaudited pro forma condensed consolidated combined financial information pursuant to Regulation S-X Article 11. Accordingly, our cost to acquire DC&M of approximately $15.816 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

Unaudited Pro Forma Condensed Combined Balance Sheet

June 30, 2016

	Ameri Holdings, Inc.			DC&M Partners, L.L.C.			Combined Historical			Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	3,603,663		$	2,570,828		$	6,174,491		$	-		$	6,174,491
Accounts receivable		4,133,570			3,206,166			7,339,736			-			7,339,736
Other current assets		481,221			21,000			502,221						502,221
Total current assets		8,218,454			5,797,994			14,016,448			-			14,016,448
Investments		-			-			-	1		15,816,000			-
									2		(15,816,000	)
Fixed assets		129,343			4,907			134,250			-			134,250
Intangible assets-net		2,975,617			-			2,975,617	2		5,400,000			8,375,617
Other assets		-			1,263			1,263			-			1,263
Goodwill		3,820,032			-			3,820,032	2		7,959,347			11,779,379
TOTAL ASSETS	$	15,143,446		$	5,804,164		$	20,947,610		$	13,359,347		$	34,306,957
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	3,220,206		$	2,750,030		$	5,970,236		$	-		$	5,970,236
Line of credit		1,407,369			-			1,407,369			-			1,407,369
Other accruals and current liabilities		1,417,098			597,481			2,014,579			-			2,014,579
Taxes payable		-			-			-			-			-
Consideration payable		1,186,609			-			1,186,609	1		15,816,000			17,002,609
Total current liabilities		7,231,282			3,347,511			10,578,793			15,816,000			26,394,793
Long-term liabilities
Convertible notes		5,000,000						5,000,000			-			5,000,000
Long term acquisition consideration		500,000						500,000			-			500,000
Total current and long-term liabilities		12,731,282			3,347,511			16,078,793			15,816,000			31,894,793
Stockholder's equity:
Preferred shares		-			-			-			-			-
Common stock		134,854			-			134,854			-			134,854
Additonal paid-in capital		5,700,286			(2,514,560	)		3,185,726	2		2,514,560			5,700,286
Retained earnings		(3,422,976	)		4,971,213			1,548,237	2		(4,971,213	)		(3,422,976	)
Total stockholder's equity		2,412,164			2,456,653			4,868,817			(2,456,653	)		2,412,164
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	15,143,446		$	5,804,164		$	20,947,610		$	13,359,347		$	34,306,957

Exhibit 99.3 -- Page 2

		Ameri Holdings, Inc.	DC&M Partners, L.L.C.
Pro Forma Adjustments
1	Investment in subsidiary	15,816,000
	Consideration payable		15,816,000
	To record investment for DC&M.  Consideration payable of $5,400,000 and issuance of 1,600,000 shares on July 29, 2018 at $6.51 per share as of June 30, 2016.
2	Investment in subsidiary		15,816,000
	Additional Paid in Capital		2,514,560
	Retained earnings	4,971,213
	Intangible assets	5,400,000
	Goodwill	7,959,347

Exhibit 99.3 -- Page 3

Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2015
	Ameri Holdings, Inc.			DC&M Partners, L.L.C.			Combined Historical			Pro Forma Adjustments		Pro Forma Combined
Revenue	$	15,976,422		$	17,865,584		$	33,842,006		$	-	$	33,842,006
Cost of revenue		10,225,424			14,518,816			24,744,240			-		24,744,240
Gross profit		5,750,998			3,346,768			9,097,766			-		9,097,766
Operating expenses:											-
Selling, general and administrative		5,807,760			2,182,795			7,990,555			-		7,990,555
Nonrecurring expenses		1,655,962			-			1,655,962			-		1,655,962
Income before other income / (expenses)		(1,712,724	)		1,163,973			(548,751	)		-		(548,751	)
Net interest expense		238,371			146			238,517			-		238,517
Other income (expense)		(89,818	)		9,000			(80,818	)		-		(80,818	)
Depreciation and amortization		157,941			-			157,941			-		157,941
Net income before income tax		(2,019,218	)		1,173,119			(864,391	)		-		(864,391	)
Provision for income taxes		128,460			(87,180	)		41,280			-		41,280
Income (loss) from continuing operations		(1,890,758	)		1,085,939			(823,111	)		-		(823,111	)
Unrealized foreign currency translation income		-			-			-			-		-
Net and comprehensive income for the period	$	(1,890,758	)	$	1,085,939		$	(823,111	)	$	-	$	(823,111	)
Net income (loss) per common share from continuing operations:
Basic	$	(0.17	)	$	-		$	(0.07	)	$	-	$	(0.07	)
Diluted	$	(0.16	)	$	-		$	(0.06	)	$	-	$	(0.06	)
Weight average common share outstanding:
Basic		11,043,434			-			11,043,434			-		11,043,434
Diluted		11,874,361			1,600,000			13,474,361			-		13,474,361

 

Exhibit 99.3 -- Page 4

AMERI HOLDINGS, INC.

Unaudited Pro Forma Combined Statement of Operations

For the six month period ended June 30, 2016

	Ameri Holdings, Inc.			DC&M Partners, L.L.C.			Combined Historical			Pro Forma Adjustments		Pro Forma Combined
Revenue	$	13,699,902		$	10,601,951		$	24,301,853		$	-	$	24,301,853
Cost of revenue		10,926,845			8,475,405			19,402,250			-		19,402,250
Gross profit		2,773,057			2,126,546			4,899,603			-		4,899,603
Operating expenses:
Selling, general and administrative		3,862,779			1,077,433			4,940,212			-		4,940,212
Nonrecurring expenditure		615,220			-			615,220			-		615,220
Income before other income / (expenses)		(1,704,942	)		1,049,113			(655,829	)		-		(655,829	)
Net Interest expense		(384,007	)		(310	)		(384,317	)		-		(384,317	)
Other income (expense)		(2,414	)		-			(2,414	)		-		(2,414	)
Depreciation and amortization		(213,013	)		-			(213,013	)		-		(213,013	)
Income Tax Expense		-			(65,775	)		(65,775	)		-		(65,775	)
Net income before income tax		(2,304,376	)		983,028			(1,321,348	)		-		(1,321,348	)
Provision for income taxes		-			-			-					-
Income (loss) from continuing operations		(2,304,376	)		983,028			(1,321,348	)		-		(1,321,348	)
Unrealized foreign currency translation income		(65,698	)		-			(65,698	)		-		(65,698	)
Net and comprehensive income for the period	$	(2,370,074	)	$	983,028		$	(1,387,046	)	$	-	$	(1,387,046	)
Net income (loss) per common share from continuing operations:
Basic	$	(0.20	)	$	-		$	(0.11	)	$	-	$	(0.11	)
Diluted	$	(0.14	)	$	-		$	(0.07	)	$	-	$	(0.07	)
Weight average common share outstanding:
Basic		11,493,097			-			11,493,097			-		11,493,097
Diluted		16,240,410			1,600,000			17,840,410	1		-		17,840,410

Pro Forma Adjustments

(1)  To effect shares that will be issued upon acquisition and elimination of DC&M Partners, L.L.C. members equity accounts.

Exhibit 99.3 -- Page 5

Note 1 — Basis of presentation

The unaudited pro forma condensed combined financial statements are based on Ameri Holdings, Inc. (the "Company") and DC&M Partners, L.L.C. ("DC&M) historical consolidated financial statements as adjusted to give effect to the acquisition of DC&M by the Company. The unaudited pro forma combined statements of operations for the six-month period ended June 30, 2016 and the 12 months ended December 31, 2015 give effect to the DC&M acquisition as if it had occurred on January 1, 2015. The unaudited pro forma combined balance sheet as of June 30, 2016 gives effect to the DC&M acquisition as if it had occurred on June 30, 2016.

Note 2 — Preliminary purchase price allocation

On July 29, 2016, the Company acquired DC&M for total consideration of approximately $15.816 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 DC&M 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 DC&M as of June 30, 2016 to the acquired identifiable assets, liabilities assumed and pro forma goodwill:

	June 30, 2016
Total purchase price	$	15,816,000
Cash and cash equivalents		2,564,108
Accounts receivable		3,206,166
Deposit and other expense		22,263
Other - Customer Lists		5,400,000
Total identifiable assets		11,192,537
Accounts payable and accrued expenses		2,743,310
Taxes Payable		-
Other payable		592,538
Total liabilities assumed		3,335,848
Net assets acquired		7,856,689
Total pro forma goodwill	$	7,959,311

Exhibit 99.3 -- Page 6

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 DC&M's identifiable assets acquired and liabilities assumed as shown in Note 2.

Exhibit 99.3 -- Page 7