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): March 10,2017

AMERI Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-26460	95-4484725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

(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 March 13, 2017, we filed a Current Report on Form 8-K reporting that on March 10, 2017, we closed our acquisition of ATCG Technology Solutions, Inc. ("ATCG"). This Form 8-K/A amends the Form 8-K we filed on March 13, 2017 to include ATCG's audited financial statements for the years ended December 31, 2016 and 2015 and the unaudited pro forma condensed combined financial statements and notes thereto related to our ATCG 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 ATCG are being filed as exhibits to this Current Report on Form 8-K/A and are incorporated by reference herein:

Exhibit 99.1 – ATCG's audited financial statements, including an independent auditor's report as of and for the years ended December 31, 2016 and 2015.

(b) Pro Forma Financial Information

The Ameri Holdings, Inc. and ATCG unaudited pro forma condensed combined balance sheets as of December 31, 2016 and the Ameri Holdings, Inc. and ATCG unaudited pro forma condensed combined income statements for the year ended December 31, 2016 and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated in this Current Report on Form 8-K/A by reference.

The unaudited pro forma condensed combined income statements for the year ended December 31, 2016 includes ATCG's results for the year ended December 31, 2016. The unaudited pro forma condensed combined balance sheets as of December 31, 2016 include ATCG's balance sheet as of December 31, 2016.

(c) Exhibits

Exhibit Number	Description
99.1	Audited financial statements of ATCG Technology Solutions, Inc. as of and for the years ended December 31, 2016 and 2015 and Independent Auditor's Report thereon.
99.2	Unaudited pro forma condensed combined financial statements and explanatory notes for Ameri Holdings, Inc. and ATCG Technology Solutions, Inc. as of and for the year ended December 31, 2016.

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: May 19, 2017	AMERI HOLDINGS, INC.
	By:	/s/ Viraj Patel
		Viraj Patel
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Audited financial statements of ATCG Technology Solutions, Inc. as of and for the years ended December 31, 2016 and 2015 and Independent Auditor's Report thereon.
99.2	Unaudited pro forma condensed combined financial statements and explanatory notes for Ameri Holdings, Inc. and ATCG Technology Solutions, Inc. as of and for the year ended December 31, 2016.

EX-99.1

Exhibit 99.1

ATCG TECHNOLOGY SOLUTIONS, INC.

AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2016 and 2015

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	2
FINANCIAL STATEMENTS
Balance Sheets	3
Statements of Income and Comprehensive Income	4
Statements of Changes in Stockholders’ Equity	5
Statements of Cash Flows	6
Notes to Financial Statements	7

Exhibit 99.1 -- Page 1

CERTIFIED PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors,

We have audited the accompanying consolidated balance sheets of ATCG Technology Solutions, Inc. and its subsidiary (together, the "Company") as of December 31, 2016 and 2015 and the related consolidated statements of income, retained earnings 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 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and 2015 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

May 18,2017

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

PKRAM@RAMASSOCIATES.US

Exhibit 99.1 -- Page 2

ATCG Technology Solutions, Inc. and Subsidiary

Consolidated Balance Sheets

	December 31,
	2016			2015
ASSETS
CURRENT ASSETS
Cash	$	163,548		$	50,630
Accounts receivable, net		787,812			277,194
Other Current Assets		487,852			135,951
TOTAL CURRENT ASSETS		1,439,212			463,775
PROPERTY AND EQUIPMENT, NET		27,721			16,427
INTANGIBLE ASSET		1,027,500			-
TOTAL ASSETS	$	2,494,433			480,202
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable	$	351,144			406,398
Other Current Liabilities		850,141			94,896
Deferred Tax Liability		687			-
TOTAL LIABILITIES		1,201,972			501,294
STOCKHOLDERS EQUITY
Common Stock		8,563			1,000
Preferred Stock		17,532			12,123
Additional Paid in Capital		8,000,561			5,636,033
Retained Earnings		(6,738,135	)		(5,679,964	)
Non-Controlling Interest		3,940			9,716
		1,292,461			(21,092	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,494,433		$	480,202

See accompanying notes to financial statements

Exhibit 99.1 -- Page 3

ATCG Technology Solutions, Inc. and Subsidiary

Consolidated Statements of Income and Comprehensive Income

	Years Ended December 31,
	2016			2015
REVENUES	$	5,968,330		$	1,399,305
COST OF SALES		4,443,335			1,327,562
Gross profit		1,524,995			71,743
OPERATING EXPENSES
General and administrative expenses		2,589,077			1,865,904
Depreciation		8,386			146,157
TOTAL OPERATING EXPENSES		2,597,463			2,012,061
Loss from operations		(1,072,468	)		(1,940,318	)
OTHER INCOME (EXPENSES)
Interest income		103			-
Other income		15,000			7
Gain on sale of asset		1,736			-
Interest expense		(4,767	)		-
TOTAL OTHER INCOME		12,072			7
Loss before income tax expense		(1,060,396	)		(1,940,311	)
Deferred Tax		(687	)		-
		(1,061,083	)		(1,940,311	)
Net income (loss) attributable to non-controlling interest		5,112			(7,128	)
Net loss attributable to ATCG Technology Solutions, Inc. stockholders		(1,055,971	)		(1,947,439
Other comprehensive income (loss):
Foreign currency translation adjustment		(2,200	)		838
Net loss	$	(1,058,171	)	$	(1,946,601	)

See accompanying notes to financial statements

Exhibit 99.1 -- Page 4

ATCG Technology Solutions, Inc. and Subsidiary

Consolidated Statement of Stockholders’ Equity

	Common Stock				Preferred Stock
	Shares		Par Value at $0.001		Shares		Par Value at $0.001		Additional paid-in capital		Other Comprehensive income (loss)			Retained earnings			Non- Controlling Interests			Total stockholders’ equity
Balance at December 31, 2014		1,000,000	$	1,000		71,628		72	$	2,836,615	$	-		$	(3,733,363	)				$	(895,676	)
Issuance of capital						12,051,392		12,051		2,799,418		-			-						2,811,469
Net Loss		-		-						-		838			(1,947,439	)		9,716			(1,936,885	)
Balance at December 31, 2015		1,000,000	$	1,000		12,123,020		12,123	$	5,636,033	$	838		$	(5,680,802	)		9,716		$	(21,092	)
Issuance of Equity Capital for acquisition		2,562,500		2,563						414,937											417,500
Issuance of Preference Capital for acquisition						1,500,282	$	1,500		348,501											350,001
Issuance of Equity		5,000,000		5,000						916,467											921,467
Issuance for Preference						3,908,533		3,909		684,623											688,531
Non-Controlling Interests																		(5,776	)		(5,776	)
Accumulated other comprehensive income (loss)												(2,200	)		(1,055,971	)					(1,058,170	)
Balance at December 31, 2016		8,562,500	$	8,563		17,531,835	$	17,532	$	8,000,561	$	(1,362	)	$	(6,736,773	)	$	3,940		$	1,292,461

See accompanying notes to financial statements

Exhibit 99.1 -- Page 5

ATCG Technology Solutions, Inc. and Subsidiary

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,058,171	)	$	(1,946,601	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		8,386			146,157
Deferred Tax		687			-
FCTR Adjustment		2,200			838
Gain on sale of Asset		(1,736	)		-
Changes in assets and liabilities:
Accounts receivable		(510,618	)		(138,925	)
Other current assets		(351,901	)		(117,055	)
Current Liabilities		700,677			342,380
Net cash used in operating activities		(1,210,476	)		(1,713,206	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(271,494	)		(4,635	)
Net cash used in investing activities		(271,494	)		(4,635	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital Infusion		1,600,000			1,400,000
Non-controlling interest		(5,112	)		7,128
Net cash provided by financing activities		1,594,888			1,407,128
Net decrease in cash and cash equivalents		112,918			(310,713	)
Cash at beginning of year		50,630			361,343
Cash at end of year	$	163,548		$	50,630

See accompanying notes to financial statements

Exhibit 99.1 -- Page 6

ATCG Technology Solutions, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 1 - NATURE OF OPERATIONS

ATCG Technology Solutions, Inc. (the "Company") was formed in the State of Delaware on December 23, 2011. The Company provides clients with a wide range of SAP development, consultancy and management services.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FOREIGN OPERATIONS AND FOREIGN CURRENCY

The operations of the Company’s foreign subsidiary, Ameritas Technologies India Private Limited, a company formed and operating under the laws of India (the “Subsidiary”), 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 foreign exchange. Cash held in foreign based bank accounts as of December 31, 2016 was approximately $23,428.

The Subsidiary transacts business in its local currency. 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 revenue and expenses. The resulting foreign currency translation adjustment is recorded in accumulated other comprehensive income (loss) as a component of equity.

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.

Exhibit 99.1 -- Page 7

ATCG Technology Solutions, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

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

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 8

ATCG Technology Solutions, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable as of December 31, 2016 and 2015 are summarized as follows:

Amounts due for services rendered and billed:	2016		2015
Outstanding less than 90 days	$	787,812	$	277,194
Outstanding more than 90 days		-
		787,812		277,194
Less: allowance for doubtful accounts		-		-
Amounts due for services rendered and billed, net		787,812		277,194
Amounts due for services rendered not billed:		-		-
Accounts receivable, net	$	787,812	$	277,194

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31,

	2016			2015
Office equipment	$	148,172		$	129,283
Leasehold Improvements		163,290			163,290
Fixed assets, gross		311,462			286,047
Less: accumulated depreciation		(283,741	)		(269,620	)
Fixed assets, net	$	27,721		$	16,427

Depreciation expense for the years ended December 31, 2016 and 2015 were $8,386 and $146,157, respectively. The depreciation expense for year ended December 31, 2015 includes the write off of the balance of leasehold improvements.

Exhibit 99.1 -- Page 9

ATCG Technology Solutions, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

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.

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS

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. The Company does not believe the effect of implementing the above statement will have a material impact on its financial statements.

Exhibit 99.1 -- Page 10

ATCG Technology Solutions, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 7 - OPERATING LEASES

The Company leases its principal office space in Folsom, California and Noida in India under net operating lease agreements.  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 $95,517 and $249,678 for the years ended December 31, 2016 and 2015, respectively.

NOTE 8 - CONCENTRATION OF CREDIT RISK

For the years ended December 31, 2016 and 2015, approximately 87% and 64%, respectively, of the Company's revenue was derived from four and two customers, respectively.  As of December 31, 2016 and 2015, approximately 86% and 95%, respectively, of the Company's accounts receivable were due from five customers.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 18, 2017, the date the financial statements were available to be issued.

On March 10, 2017, the Company entered into a purchase agreement with Ameri Holdings Inc (“Ameri”) which is based in Princeton, New Jersey, for the purchase of all of the outstanding shares of the Company.  The aggregate purchase price for the acquisition of the Company was $8,784,533, consisting of:

(a) 576,923 shares of our common stock;

(b) Unsecured promissory notes for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum with a payment schedule of 50% on December 31, 2017 and 50% on June 30, 2018);

(c) Earn-out payments in shares of our common stock (up to an aggregate value of $1,200,000 worth of shares) to be paid, if earned, in each of 2018 and 2019; and

(d) An additional cash payment of $55,687 for cash that was left in ATCG at closing.

The total purchase price of $8,784,533 was allocated to intangibles of $3.75 million, taking into consideration projected revenue from the acquired list of ATCG customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill.

Exhibit 99.1 -- Page 11

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On March 10, 2017, Ameri Holdings, Inc. (the ''Company,'' ''we,'' ''our'' or ''us'') completed the acquisition of ATCG Technology Solutions, Inc. (“ATCG”). The accompanying unaudited pro forma condensed consolidated combined balance sheets as of December 31, 2016 presents our historical financial position combined with ATCG as if the acquisition and the financing for the acquisition had occurred on December 31, 2016. The accompanying unaudited pro forma condensed consolidated combined statements of operations for the fiscal year ended December 31, 2016 present the combined results of our operations with ATCG as if the acquisition and the financing for the acquisition had occurred on December 31, 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 year ending December 31, 2016 and ATCG audited financial statements as of and for the years ended December 31, 2016.

We prepared the unaudited pro forma condensed consolidated combined financial information pursuant to Regulation S-X Article 11. Accordingly, our cost to acquire ATCG of approximately $8.75 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 99.2 -- Page 1

Unaudited Pro Forma Condensed Combined Balance Sheet

December 31, 2016

	Ameri Holdings, Inc.			ATCG Technology Solutions, Inc.			Combined Historical					Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	1,379,887			165,348			1,543,435								1,543,435
Accounts receivable		8,059,910			787,812			8,847,722								8,847,722
Other current assets		542,237			487,852			1,030,089								1,030,089
Total current assets		9,982,034			1,439,212			11,421,246								11,421,246
Investments		82,908						82,908		(1	)		8,784,533			82,908
										(2	)		(8,784,533	)
Fixed assets		100,241			27,721			127,962								127,962
Intangible assets-net		8,764,704			1,027,500			9,792,204		(2	)		3,750,000			13,542,204
Goodwill		17,089,076						17,089,076		(2	)		3,746,012			20,835,088
Deferred Income Tax Asset		3,488,960			(679	)		3,488,281								3,488,281
TOTAL ASSETS	$	39,507,923			2,493,754			42,001,677					7,496,012			49,497,689
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	5,130,817			351,144			5,481,961								5,481,961
Line of credit		3,088,890						3,088,890								3,088,890
Other accruals and current liabilities		2,165,088			850,148			3,015,236								3,015,236
Current portion of long term notes		405,376						405,376								405,376
Consideration payable – Cash		1,854,397						1,854,397		(1	)		1,875,000			3,729,397
Consideration payable – Equity		64,384						64,384		(1	)		3,863,379			3,927,763
Total current liabilities		12,708,952			1,201,292			13,910,244					5,738,379			19,648,623
Long-term liabilities
Long term Notes – Net of current portion		1,536,191						1,536,191								1,536,191
Long term consideration payable – Cash		2,711,717						2,711,717		(1	)		1,875,000			4,586,717
Long term consideration payable – Equity		10,887,360						10,887,360		(1	)		1,171,154			12,058,514
Total long-term liabilities		15,135,268						15,135,268					3,046,154			18,181,422
Stockholder's equity:
Common Stock		138,860			8,563			147,423		(2	)		(8,563	)		138,860
Preferred stock		3,636			17,532			21,168		(2	)		(17,532	)		3,636
Additional paid-in capital		15,358,839			8,000,561			20,105,701		(2	)		(8,000,561	)		15,358,859
Accumulated deficit		(3,833,588	)		(6,738,135	)		(10,571,723	)	(2	)		6,738,135			(3,833,588	)
Accumulated Other Comprehensive Income(Loss)		(7,426	)		(2,200	)		(9,626	)							(7,426	)
Non-Controlling Interest		3,382			3,941			7,323								7,323
Total stockholder's equity		11,663,703			1,292,462			12,956,165					(1,288,521	)		11,677,869
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	39,507,923			2,493,754			42,001,677					7,496,012			49,497,689

Pro Forma Adjustments

(1) To record the investment in ATCG this entry debits investments and credits the liabilities of consideration payable in cash and equity.

(2) To eliminate the investment in ATCG by eliminating pre-acquisition profits and equity.

See notes attached to the proforma financial statements

Exhibit 99.2 -- Page 2

AMERI HOLDINGS, INC.

Unaudited Pro Forma Combined Statement of Operations

For the year ended December 31, 2016

	Ameri Holdings, Inc.			ATCG Technology Solutions Inc.			Combined Historical			Pro Forma Adjustments	Pro Forma Combined
Revenue	$	36,145,589			5,968,330			42,113,919				42,113,919
Cost of revenue		29,608,932			4,443,335			34,052,267				34,052,267
Gross profit
Operating expenses:
Selling and marketing expenses		417,249			48,258			465,507				465,507
General and administration expenses		8,552,966			2,540,820			11,093,786				11,093,786
Acquisition related expenditure		1,585,136						1,585,136				1,585,136
Depreciation and Amortization		1,361,169			8,386			1,369,555				1,369,555
		11,916,520			2,598,150			14,514,670				14,514,670
Income before other income / (expenses)		(5,379,863	)		(1,072,469	)		(6,452,332	)			(6,452,332	)
Net Interest expense		(751,704	)		(4,664	)		(755,738	)			(755,738	)
Other income (expense)		16,604			15,000			31,604				31,604
Changes due to estimate correction		(410,817	)					(410,817	)			(410,817	)
Loss on sale of fixed assets					1,736			1,736				1,736
Net income before income tax		(6,525,150	)		(1,060,397	)		(7,585,547	)			(7,585,547	)
Provision for income taxes		3,747,846			(687	)		3,747,159				3,747,159
Net Income (loss)		(2,777,304	)		(1,061,084	)		(3,841,859	)			(3,838,338	)
Unrealized foreign currency translation income		(7,426	)		(2,200	)		(9,626	)			(9,626	)
Non-controlling Interest		(3,382	)		5,112			1,730				1,730
Net and comprehensive income for the period	$	(2,788,112	)		(1,058,172	)		(3,846,284	)			(3,846,284	)

See notes attached to the proforma financial statements

Exhibit 99.2 -- Page 3

Note 1 — Basis of presentation

The unaudited pro forma condensed combined financial statements are based on Ameri Holdings, Inc. (the "Company") and ATCG Technology Solutions Inc. ("ATCG”) historical consolidated financial statements as adjusted to give effect to the acquisition of ATCG by the Company. The unaudited pro forma combined statements of operations for the year ended December 31, 2016 give effect to the ATCG acquisition as if it had occurred on December 31, 2016.

Note 2 — Preliminary purchase price allocation

On March 10, 2017, the Company acquired ATCG for total consideration of approximately $8.75 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 ATCG 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 ATCG as December 31, 2016 to the acquired identifiable assets, liabilities assumed and pro forma goodwill:

	December 31, 2016
Total purchase price	$	8,784,533
Cash and cash equivalents		163,548
Accounts receivable		787,812
Deposit and other expense		487,852
Tangible Assets		27,752
Intangible Asset		1,027,500
Other - Customer Lists		3,750,000
Total identifiable assets		6,244,464
Accounts payable and accrued expenses		1,205,943
Taxes Payable		-
Other payable		-
Total liabilities assumed		1,205,943
Net assets acquired		5,038,251
Total pro forma goodwill	$	3,746,012

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 ATCG identifiable assets acquired and liabilities assumed as shown in Note 2.

Exhibit 99.2 -- Page 4