UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, ~~2017~~2018

Commission file number ~~000-26460~~001-38286

AMERI Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

~~100 Canal Pointe Boulevard,~~5000 Research Court, Suite ~~108,~~ ~~Princeton, New Jersey~~ 750, Suwanee, Georgia		~~08540~~30024
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~Registrant's telephone number, including area code:~~732-243-9250~~(770) 935-4152

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
~~N/A~~Common Stock $0.01 par value per share		~~N/A~~The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

~~Common Stock, $0.01 par value per share~~None

(Title of class)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of ~~“large~~"large accelerated filer,~~” “accelerated filer”~~" "accelerated filer", ~~“smaller~~"smaller reporting ~~company”~~company" and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐	Accelerated filer☐

Non-accelerated filer☐	Smaller reporting company☑

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

As of ~~October 30, 2017, 15,856,249~~November 8, 2018, 39,607,569 shares of the ~~registrant’s~~registrant's common stock were issued and outstanding.

Table of Contents

AMERI Holdings, Inc.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2017~~2018

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements		3

	Unaudited Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended September 30, 2018 and 2017 and ~~2016 and~~ for ~~the~~ Nine Months ~~Ended~~ended September 30, ~~2017~~2018 and ~~2016.~~September 30, 2017.	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and September 30, 2017	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2 - ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations		1718

Item 3 - Quantitative and Qualitative Disclosures About Market Risk		2526

Item 4 - Controls and Procedures		2526

PART II - OTHER INFORMATION		26

Item 1 - Legal Proceedings		2628

Item 1A - Risk Factors		2628

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		2629

Item 3 - Defaults upon Senior Securities		2629

Item 4 - Mine Safety Disclosures		2729

Item 5 – Other Information		2729

Item 6 – Exhibits		2730

Signatures		2931

Table of Contents

PART I

ITEM 1.

FINANCIAL STATEMENTS

AMERI HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30, 2017			December 31, 2016				September 30, 2018			December 31, 2017
Assets	Assets
Current assets:
Cash and cash equivalents		$	844,104			$	1,379,887		$	2,063,690		$	4,882,084
Accounts receivable			9,167,088				8,059,910			7,828,791			8,838,453
Investments			82,908				82,908
Other current assets			1,321,334				542,237			701,059			924,266
Total current assets			11,415,434				10,064,942			10,593,540			14,644,803
Other assets:
Property and equipment, net			92,870				100,241			60,308			95,048
Intangible assets, net			10,253,381				8,764,704			7,249,490			9,469.703
Acquired goodwill			21,886,567				17,089,076			21,898,323			21,898,323
Deferred income tax assets, net			3,488,960				3,488,960			6,097,778			6,088,751
Total other assets			35,721,778				29,442,981			35,305,899			37,551,825
Total assets		$	47,137,212			$	39,507,923		$	45,899,439		$	52,196,628

Liabilities
Current liabilities:
Line of credit		$	3,765,391				3,088,890		$	3,601,134		$	4,053,318
Accounts payable			4,126,323				5,130,817			4,215,708			5,324,872
Other accrued expenses			3,947,293				2,165,088			1,760,964			2,582,661
Bank term loan			406,156				405,376
Current portion - long-term notes										5,994			749,551
Consideration payable – cash			7,129,238				1,854,397			2,571,000			5,509,427
Consideration payable – equity			11,589,973				64,384			605,223			12,148,053
Dividend payable			527,979				-			104,657			-
Total current liabilities			31,492,353				12,708,952			12,864,680			30,367,882
Long- term Liabilities:
Long-term liabilities:
Convertible notes			1,250,000				-			1,250,000			1,250,000
Bank term loan			1,575,206				1,536,191
Consideration payable – cash			-				2,711,717
Consideration payable – equity			600,000				10,887,360
Long term notes – net of current portion										1,698			1,130,563
Warrant liability										1,689,899			-
Total long-term liabilities			3,425,206				15,135,268			2,941,597			2,380,563
Total liabilities			34,917,559				27,844,220			15,806,277			32,748,445

Stockholders’ equity:
Preferred stock, $0.01 par value; 1,000,000 authorized, 383,985 issued and outstanding as of September 30, 2017 and 363,611 as of December 31, 2016			3,840				3,636
Common stock, $0.01 par value; 100,000,000 shares authorized, 15,856,249 and 13,885,972 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively			158,561				138,860
Stockholders' equity:
Preferred stock, $0.01 par value; 1,000,000 authorized, 418,626 and 405,395 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively										4,186			4,054
Common stock, $0.01 par value; 100,000,000 shares authorized, 22,946,017 and 18,162,723 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively										229,460			181,625
Additional paid-in capital			25,487,970				15,358,839			44,431,505			34,223,181
Accumulated deficit			(13,430,711	)			(3,833,588	)		(14,608,064	)		(14,997,552	)
Accumulated other comprehensive income (loss)			(18,511	)			(7,426	)		36,075			36,875
Non-controlling interest			18,504				3,382
Total stockholders’ equity			12,219,653				11,663,703
Total liabilities and stockholders’ equity		$	47,137,212			$	39,507,923
Total stockholders' equity										30,093,162			19,448,183
Total liabilities and stockholders' equity									$	45,899,439		$	52,196,628

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

AMERI HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months
Ended
September 30,
2017

Three Months
Ended
September 30,
2016

Nine Months
Ended
September 30,
2017

Nine Months
Ended
September 30,
2016

Revenue $ 12,529,928 $ 10,058,558 $ 37,139,114 $ 23,758,460
Cost of revenue 9,966,490 8,361,960 28,941,535 18,897,059
Gross profit 2,563,438 1,696,598 8,197,579 4,861,401

Operating expenses
Selling and marketing 402,846 137,024 1,170,051 401,487
General and administration 5,283,059 1,326,327 12,389,581 5,316,390
Acquisition related expenses 5,694 1,015,558 390,174 1,630,778
Depreciation and amortization 817,284 509,377 2,332,041 722,390
Operating expenses 6,508,883 2,988,286 16,281,847 8,071,045
Operating income (loss) (3,945,445 ) (1,291,688 ) (8,084,268 ) (3,209,644 )
Interest expenses (132,973 ) (290,423 ) (388,122 ) (674,683 )
Changes in estimates - - 400,000 -
Others, net 17,446 (195,518 ) 21,921 (197,679 )
Income (loss) before income taxes (4,060,972 ) (1,777,629 ) (8,050,469 ) (4,082,006 )
Tax benefit / (provision) - - - -
Income after income taxes (4,060,972 ) (1,777,629 ) (8,050,469 ) (4,082,006 )
Net income attributable to non-controlling interest (6,632 ) - (18,504 ) -
Net income (loss) attributable to the Company (4,067,604 ) (1,777,629 ) (8,068,973 ) (4,082,006 )
Dividend on preferred stock (541,864 ) - (1,546,655 ) -
Net loss attributable to common stock holders (4,609,468 ) (1,777,629 ) (9,615,628 ) (4,082,006 )
Other comprehensive income (loss), net of tax - - - -
Foreign exchange translation (14,234 ) 59,079 (11,084 ) (6,619 )
Comprehensive income/(loss) $ (4,623,702 ) $ (1,718,550 ) $ (9,626,712 ) $ (4,088,625 )
Comprehensive income/(loss) attributable to the Company (4,617,070 ) (1,718,550 ) (9,608,208 ) (4,088,625 )
Comprehensive income/(loss) attributable to the non-controlling interest (6,632 ) - (18,504 ) -
$ (4,623,702 ) $ (1,718,550 ) $ (9,626,712 ) $ (4,088,625 )

Basic income (loss) per share $ (0.31 ) $ (0.13 ) $ (0.66 ) $ (0.32 )
Diluted income (loss) per share $ (0.31 ) $ (0.13 ) $ (0.66 ) $ (0.32 )

Basic weighted average number of common shares outstanding 14,715,947 13,653,586 14,472,322 12,794,149
Diluted weighted average number of common shares outstanding 14,715,947 13,653,586 14,472,322 12,794,149

~~See accompanying notes to the unaudited condensed consolidated financial statements.~~

~~Table of Contents~~

~~AMERI HOLDINGS, INC.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Nine Months
Ended
September 30,

2017 2016

Cash flow from operating activities
Comprehensive income/(loss) $ (9,626,712 ) $ (4,088,625 )
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities
Depreciation and amortization 2,332,041 722,390
Provision for Preference dividend 1,546,655 -
Changes in estimate of contingent consideration (400,000 ) -
Stock, option, restricted stock unit and warrant expense 5,167,358 945,959
Foreign exchange translation adjustment 11,085 -
Changes in assets and liabilities:
Increase (decrease) in:
Accounts receivable (1,107,178 ) (2,852,778 )
Other current assets (779,097 ) (285,831 )
Increase (decrease) in:
Accounts payable and accrued expenses 1,056,277 2,561,321
Net cash provided by (used in) operating activities (1,799,571 ) (2,997,564 )
Cash flow from investing activities
Purchase of fixed assets (7,797 ) 3,261,617
Acquisition consideration (694,711 ) (8,779,040 )
Investments - 82,908
Net cash used in investing activities (702,508 ) (5,434,515 )
Cash flow from financing activities
Proceeds from bank loan and convertible notes, net 1,966,296 4,467,879
Additional stock issued - 5,000,000

Net cash provided by financing activities 1,966,296 9,467,879
Net increase (decrease) in cash and cash equivalents (535,783 ) 1,035,800
Cash and cash equivalents as at beginning of the period 1,379,887 1,878,034
Cash at the end of the period $ 844,104 $ 2,913,834

	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017			Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017

Revenue	$	10,576,254		$	12,529,928		$	32,715,104		$	37,139,114
Cost of revenue		8,230,456			9,966,490			25,637,422			28,941,535
Gross profit		2,345,798			2,563,438			7,077,682			8,197,579

Operating expenses
Selling general and administration		2,655,902			5,685,905			8,059,432			13,559,632
Acquisition related expenses		227,952			5,694			237,952			390,174
Depreciation and amortization		636,495			817,284			2,266,513			2,332,041
Change in estimate for consideration payable		(7,274,929	)		-			(7,140,310	)		(400,000	)
Operating expenses		(3,754,580	)		6,508,883			3,423,587			15,881,847
Operating income (loss)		6,100,378			(3,945,445	)		3,654,095			(7,684,268	)
Interest expenses		(190,394	)		(132,973	)		(584,074	)		(388,122	)
Changes in fair value of warrant liability		(261,330	)		-			(261,330	)		-
Others, net		75,747			17,446			83,736			21,921
Income (loss) before income taxes		5,724,401			(4,060,972	)		2,892,427			(8,050,469	)
Tax benefit / (provision)		(24,934	)		-			(24,934	)		-
Net income (loss)		5,699,467			(4,060,972	)		2,867,493			(8,050,469	)
Net income attributable to non-controlling interest		-			(6,632	)		-			(18,504	)
Net income (loss) attributable to the Company		5,699,467			(4,067,604	)		2,867,493			(8,068,973	)
Dividend on preferred stock		(1,816,452	)		(541,864	)		(2,478,005	)		(1,546,655	)
Net income (loss) attributable to common stockholders		3,883,015			(4,609,468	)		389,488			(9,615,628	)
Other comprehensive income (loss), net of tax
Foreign exchange translation		1,719			(14,234	)		(800	)		(11,084	)
Comprehensive income (loss)	$	3,884,734		$	(4,623,702	)	$	388,688		$	(9,626,712	)
Comprehensive income (loss) attributable to the Company		3,884,734			(4,617,070	)		388,688			(9,608,208	)
Comprehensive income/(loss) attributable to the non-controlling interest		-			(6,632	)		-			(18,504	)
	$	3,884,734		$	(4,623,702	)	$	388,688		$	(9,626,712	)

Basic income (loss) per share	$	0.18		$	(0.31	)	$	0.02		$	(0.66	)
Diluted income (loss) per share	$	0.16		$	(0.31	)	$	0.02		$	(0.66	)

Basic weighted average number of common shares outstanding		21,657,181			14,715,947			19,683,610			14,472,322
Diluted weighted average number of common shares outstanding		24,184,264			14,715,947			20,630,142			14,472,322

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

AMERI HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2018			2017

Cash flow from operating activities
Comprehensive income (loss)	$	388,688		$	(9,626,712	)
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities
Depreciation and amortization		2,266,513			2,332,041
Provision for preferred stock dividend		2,478,005			1,546,655
Changes in fair value of warrants		261,330			-
Changes in estimate of contingent consideration		(7,140,310	)		(400,000	)
Stock, option and restricted stock unit expense		890,276			5,167,358
Provision for income taxes (net of deferred tax)		24,934			-
Foreign exchange translation adjustment		(800	)		11,085
Changes in assets and liabilities:
Increase (decrease) in:
Accounts receivable		1,009,662			(1,107,178	)
Other current assets		223,207			(779,097	)
(Decrease) in:
Accounts payable and accrued expenses		(1,964,020	)		1,056,277
Net cash (used in) operating activities		(1,562,515	)		(1,799,571	)
Cash flow from (used in) investing activities:
Purchase of fixed assets		(11,560	)		(7,797	)
Acquisition consideration		(3,645,666	)		(55,687	)
Net cash (used in) investing activities		(3,657,226	)		(63,484	)
Cash flow (used in) financing activities:
Proceeds from bank loan and convertible notes, net		(2,324,606	)		1,966,296
Additional stock issued		6,308,620			-
Contingent consideration for acquisitions		(1,582,667	)		(639,024	)
Net cash (used in) from financing activities		2,401,347			1,327,272
Net (decrease) in cash and cash equivalents		(2,818,394	)		(535,783	)
Cash and cash equivalents as at beginning of the period		4,882,084			1,379,887
Cash at the end of the period	$	2,063,690		$	844,104

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

AMERI HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2017~~2018

NOTE 1.

ORGANIZATION:

AMERI Holdings, Inc. (“AMERI”, the “Company”, “we” or “our”) is a fast-growing ~~technology services~~ company ~~which~~that, through the operations of its eleven subsidiaries, provides SAP^TM cloud and digital ~~and~~ enterprise services to clients worldwide. Headquartered in ~~Princeton, New Jersey Ameri100 has offices in~~Suwanee, Georgia, we typically go to market both vertically by industry and horizontally by product/technology specialties and provide our customers with a wide range of business and technology offerings. We work with customers, primarily within North America, to improve process, reduce costs and increase revenue through the ~~U.S. and Canada. The Company additionally has global delivery centers in India. With its bespoke engagement model, Ameri100 delivers transformational value to its clients across industry verticals.~~judicious use of technology.

NOTE 2.

BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Certain information and ~~disclosure notes~~disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading.

The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements.

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

The Company’s year-end is December 31. Ameri and Partners Inc, the Company’s wholly-owned operating subsidiary that was the accounting acquirer in connection with the Company’s May 2015 reverse merger, changed its fiscal year end from March 31 to December 31 pursuant to the merger, so that all of the Company’s subsidiaries’ year-ends are consistent with the year-end of the Company.

During the first quarter of 2016, the Company erroneously classified approximately $1.9 million of expenses as general and administrative expenses which should have been classified as cost of revenue. The Company has corrected this error in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. The reclassification did not change the Company’s net income or loss for the period reported.

The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017.

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

Recent Accounting Pronouncements

New Standards to Be Implemented

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing.” The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company is in process of evaluating the impact of the foregoing updates.

~~Table of Contents~~

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position.

~~In August 2016, the FASB issued ASU 2016-15, Statement~~

Table of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements.Contents

On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. This new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 including interim periods within those fiscal years, but earlier adoption is permitted. The Company does not believe the adoption of this new standard will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting ~~unit’s~~unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. ~~The Company is in process~~Based on the Company’s preliminary assessment of ~~evaluating~~ the foregoing update, it does not anticipate such update will have a material impact ~~of these updates.~~its financial statements.

Standards Implemented

In ~~January 2017,~~August 2016, the FASB issued ASU ~~No. 2017-01, clarifying the Definition~~2016-15, Statement of ~~a Business,~~Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and ~~provides a more robust framework to use~~classify certain cash receipts and cash payments in ~~determining when a set~~the statement of ~~assets and activities is a business.~~cash flows. The ~~amendments in this update should be applied prospectively on or after the effective date. This update~~guidance is effective for ~~annual periods~~fiscal years beginning after December 15, 2017, and interim periods within those ~~periods. Early adoption is permitted for acquisition or deconsolidation transactions occurring before~~fiscal years. The company has implemented the ~~issuance date or~~above standard effective ~~date~~this quarter and ~~only when~~has made the ~~transactions have not been reported~~respective disclosures in ~~issued or made available for issuance financial statements. The Company does not believe the adoption~~Statement of ~~this new standard will have a material impact on its consolidated financial statements.~~Cash Flow.

~~Standards Implemented~~

In ~~September~~May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”. The guidance eliminates the requirement that an acquirer in a business combination account for a measurement period adjustment retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which the amount2015-14, "Revenue from Contracts with Customers (Topic 606), deferral of the ~~adjustment is determined. In addition,~~Effective Date.” With the ~~portion~~issuance of ASU 2015-14, the amount recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date shouldnew revenue guidance ASU 2014-09 will be ~~presented separately on the face of the income statement or disclosed in the notes. This guidance was~~ effective for ~~fiscal years beginning after December 15, 2015, including~~annual periods, and interim periods within those ~~fiscal years. This guidance did not have a material impact on the Company’s consolidated financial results.~~

In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation”. The new guidance changes the accounting for share based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification in the Consolidated Statement of Cash Flows. The guidance is effective for annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and ~~interim periods within those annual periods.~~Licensing." The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance ~~did~~provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not ~~have a material impact on~~estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the ~~Company’s consolidated financial results.~~date of applicability of ASU 2014-09. The Company has implemented the above standard.

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NOTE 3.

BUSINESS COMBINATIONS:

Acquisition of Ameri Georgia

On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, ~~with over 175 consultants specialized~~which specializes in ~~the areas of~~ SAP software, business intelligence, data warehousing and other enterprise resource planning services. Following the acquisition, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. (“Ameri Georgia”). Ameri Georgia has operations in the United States, Canada and India. ~~For financial accounting purposes, we recognized September 1, 2015 as the effective date of the acquisition. The total consideration for the acquisition of Ameri Georgia was $9,910,817, consisting of:~~

~~(a)~~

~~A cash payment in the amount of $3,000,000, which was paid at closing;~~

~~(b)~~

~~235,295 shares of our common stock issued at closing;~~

~~(c)~~

~~$250,000 quarterly cash payments paid on the last day of each calendar quarter of 2016;~~

~~(d)~~

~~A $1,000,000 cash reimbursement paid 5 days following closing to compensate Ameri Georgia for a portion of its approximate cash balance as of September 1, 2015;~~

~~(e)~~

~~Approximately $2,910,817 paid within 30 days of closing in connection with the excess of Ameri Georgia’s accounts receivable over its accounts payable as of September 1, 2015; and~~

~~(f)~~

Earn-out payments of approximately $500,000 a year for 2016 and 2017, if earned through the achievement of annual revenue and earnings before interest taxes, depreciation and amortization (“EBITDA”) targets specified in the purchase agreement, subject to downward or upward adjustment depending on actual results.

The earn-out for 2016 was 30% higher than the previously agreed targets, resulting in a higher than anticipated earn-out payment, and the excess of the 2016 earn-out payment over what was planned was made as an adjustment to our income statement.

The valuation of Ameri Georgia was made on the basis of its projected revenues. The accounting acquisition date for Ameri Georgia was determined on the basis of the date when the Company acquired control of Ameri Georgia, in accordance with FASB codification ASU 805-10-25-6 for business combinations. That ASU provides that the date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date. However, the acquirer might obtain control on a date that is either earlier or later than the closing date. For example, the acquisition date precedes the closing date if a written agreement provides that the acquirer obtains control of the acquiree on a date before the closing date. An acquirer shall consider all pertinent facts and circumstances in identifying the acquisition date. The term sheet and the Share Purchase Agreement that were entered into by the Company and Ameri Georgia contained agreements by the parties that the Company acquired control of Ameri Georgia’s accounts payable, accounts receivable and business decisions as of September 1, 2015. In addition, on that date, the Company became responsible for performance of Ameri Georgia’s existing contracts. Accordingly, the Company has recognized September 1, 2015 as the accounting acquisition date.

The total purchase price of ~~$9,910,817~~$9.9 million was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and goodwill. The excess of total purchase price over the net working capital and intangibles allocations has been allocated to goodwill.

~~The Company paid $261,876 in cash~~On January 17, 2018, we completed all payment obligations to the former shareholders of Ameri Georgia ~~as earn-out payments during~~in connection with the ~~nine months ended September 30, 2017.~~Ameri Georgia share purchase agreement, and we have no further payment obligations pursuant thereto.

Acquisition of Bigtech Software Private Limited

On June 23, 2016, we entered into a definitive agreement to ~~acquire~~purchase Bigtech Software Private Limited (“Bigtech”), a pure-play SAP services company providing a ~~complete~~wide range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals.

The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000, consisting of:

(a)

A cash payment in the amount of $340,000 which was due within 90 days of closing and was paid on September 22, 2016;

(b)

Warrants for the purchase of 51,000 shares of our common stock (valued at approximately $250,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition), with such warrants exercisable for two ~~years;~~years. The former shareholders of Bigtech exercised such warrants in full and were issued the warrant shares as of July 5, 2018; and

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(c)

$255,000 ~~which may become~~ payable in cash earn-outs to the sellers of Bigtech, if Bigtech ~~achieves~~achieved certain pre-determined revenue and EBITDA targets in 2017 and 2018. ~~We estimate~~On October 4, 2018, we issued an aggregate of 72,570 shares of common stock to the former shareholders of Bigtech in satisfaction of an earn-out owed to them. As of October 4, 2018, we had resolved all remaining payments ~~to be earned at 100% of~~under the ~~targets set forth in the~~Bigtech purchase ~~agreement.~~agreement and we have no further payment obligations pursuant thereto.

Bigtech’s financial results are included in our condensed consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the ~~Company.~~Company for purposes of Regulation S-X. The valuation of Bigtech was made on the basis of its projected revenues.

The total purchase price of $850,000 was allocated to intangibles of $595,000, taking into consideration projected revenue from the acquired list of Bigtech customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill. The Bigtech acquisition did not constitute a significant acquisition for the Company.

Acquisition of Virtuoso

On July 22, 2016, we ~~through wholly-owned acquisition subsidiaries,~~ acquired all of the outstanding membership interests of Virtuoso, L.L.C. (“Virtuoso”), a Kansas limited liability company, pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the “Sole Member”). Virtuoso is aan SAP consulting firm specialized in providing services on SAP S/4 HANA finance, enterprise mobility and cloud migration and is based in Leawood, Kansas. In connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc. The Virtuoso acquisition did not constitute a significant acquisition for the ~~Company.~~Company for purposes of Regulation S-X.

~~The total purchase price paid to the Sole Member for the acquisition of Virtuoso was $1,831,881 consisting of:~~

~~(a)~~

~~A cash payment in the amount of $675,000, which was due within 90 days of closing and was paid on October 21, 2016;~~

~~(b)~~

~~101,250 shares of our common stock at closing, valued at approximately $700,000 based on the $6.51 closing price of our common stock on the closing date of the acquisition; and~~

~~(c)~~

Earn-out payments in cash and stock of $450,000 and approximately $560,807, respectively, to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017, 2018 and 2019. Out of the total contingent consideration of approximately $1,000,000, we only considered 50% of the earn-out in the purchase price, mainly due to the reorganization of Virtuoso.

The total purchase price of ~~$1,831,881~~$1.8 million was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso customers over a period of three years, and the balance was allocated to goodwill. The Virtuoso earn-out payments for 2016 amounted to ~~$64,736~~$0.06 million in cash and 12,408 shares of common stock, which were delivered to the Sole Member during the ~~nine~~twelve months ended ~~September 30,~~December 31, 2017. As of January 23, 2018, we had resolved all remaining payments under the Virtuoso merger agreement with the Sole-Member and we have no further payment obligations pursuant thereto.

Acquisition of Ameri Arizona

On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. (“Ameri Arizona”), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, Ameri Arizona, all of the members of Ameri Arizona, Giri Devanur and Srinidhi “Dev” Devanur, our former President and Chief Executive Officer and Executive Vice Chairman, respectively. In July 2017, the name of DC&M Partners, L.L.C. was changed to Ameri100 Arizona LLC. Ameri Arizona is aan SAP consulting company headquartered in Chandler, Arizona. Ameri Arizona provides its clients with a wide range of information technology development, consultancy and management services with an emphasis on the design, build and rollout of SAP implementations and related products. Ameri Arizona is also a SAP-certified software partner, having launched its SAP reporting, extraction and distribution tool called “IRIS”. Ameri Arizona services clients in diverse industries, including retail, apparel/footwear, third-party logistics providers, chemicals, consumer goods, energy, high-tech electronics, media/entertainment and aerospace.

The aggregate purchase price for the acquisition of Ameri Arizona was ~~$15,816,000~~$15.8 million, consisting of:

(a)

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

(b)

1,600,000 shares of our common stock (valued at approximately $10.4 million based on the $6.51 closing price of our common stock on the closing date of the acquisition), which ~~are~~were to be issued on July 29, 2018 or upon a change of control of our company (whichever ~~occurs~~occurred earlier);. At the election of the former members of Ameri Arizona, in lieu of receiving shares of our common stock, each former member was entitled to receive a cash payment of $2.40 per share; and

(c)

Earn-out payments of $1,500,000 payable in cash each year to be paid, if earned, through the achievement of annual revenue and gross margin targets in 2017 and 2018.

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The total purchase price of ~~$15,816,000~~$15.8 million was allocated to intangibles of $5.4 million, taking into consideration projected revenue from the acquired list of Ameri Arizona customers over a period of three years, and the balance was allocated to goodwill. ~~Based on the Company’s current estimates of the consideration payable under the purchase agreement,~~In August 2018, the Company ~~does not believe~~resolved the ~~Ameri Arizona will achieve its~~payment of all earn-out ~~for 2017 and reduced the consideration payable estimates by $400,000 in its income statement for the quarter ended June 30, 2017. The Company is also currently negotiating with~~payments to the former members of Ameri Arizona ~~regarding~~pursuant to the ~~Company’s~~Ameri Arizona membership interest purchase agreement, and the Company has no further payment obligations with respect to any Ameri Arizona earn-out. As of July 29, 2018, two former members of Ameri Arizona properly elected to receive an aggregate of $2,496,000 in cash in lieu of stock and such payment ~~obligations.~~was due on or about September 28, 2018. The Company has not yet paid ~~$300,000~~such cash payments (which represent deferred purchase price for Ameri Arizona) and is currently negotiating payment terms with the two former members of Ameri Arizona who elected such cash payments. On July 30, 2018, we issued 560,000 shares of common stock to the remaining former member of Ameri Arizona who had not elected to receive cash in ~~earn-out payments during the nine months ended September 30, 2017 for earn-out amounts earned~~lieu of stock. Such former member has asserted that he had properly elected to receive cash instead of stock prior to the deadline for such ~~date.~~election. The Company disputes such assertion and believes a proper cash election was not made, and is vigorously defending any claims related thereto.

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Acquisition of Ameri California

On March 10, 2017, we acquired 100% of the shares of ATCG Technology Solutions, Inc. (“Ameri California”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, ~~ATCG,~~Ameri California, all of the stockholders of Ameri California (the “Stockholders”), and the Stockholders’ representative. In July 2017, the name of ATCG Technology Solutions, Inc. was changed to Ameri100 California Inc. Ameri California provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. Ameri California specializes in providing SAP Hybris, SAP Success Factors and business intelligence services.

The aggregate purchase price for the acquisition of Ameri California was ~~$8,784,533,~~$8.8million, consisting of:

(a)

576,923 shares of our common stock, valued at approximately $3.8 million based on the closing price of our ~~Common Stock~~common stock on the closing date of the acquisition;

(b)

Unsecured promissory notes issued to certain of Ameri California’s selling ~~Stockholders~~stockholders for the aggregate amount of $3,750,000 (which notes bear interest at a rate of 6% per annum and mature on June 30, 2018);

(c)

Earn-out payments in shares of our common stock (up to an aggregate value of ~~$1,200,000~~$1.2 million worth of shares) to be paid, if earned, in each of 2018 and 2019 based on certain revenue and ~~EBITDA~~earnings before interest taxes, depreciation and amortization (“EBITDA”) targets as specified in the purchase agreement. We ~~estimate those~~have determined that the earn-out targets for each year have been fully achieved, and 283,344 shares of common stock were issued in 2018 in respect of the 2017 earn-out period and $605,000 worth of common stock will be ~~fully achieved;~~issued in January 2019 in respect of the 2018 earn-out period; and

(d)

An additional cash payment of ~~$55,687~~$0.06 million for cash that was left in Ameri California at closing.

The total purchase price of ~~$8,784,533~~$8.8 million was allocated to intangibles of $3.75 million, taking into consideration projected revenue from the acquired list of Ameri California customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill.

For this acquisition, the net cash outflow in 2017 was ~~$ 55,687.~~$0.2 million.

In August 2018, we repaid all of the unsecured promissory notes issued to the Ameri California selling stockholders and we have no further payment obligations pursuant thereto. Our only remaining payment obligation with respect to our acquisition of Ameri California is the issuance of common stock in January 2019 in respect of the 2018 earn-out period.

Presented below is the summary of the foregoing acquisitions:

Allocation of purchase price in millions of U.S. dollars

Asset Component	Ameri Georgia		Bigtech		Virtuoso		Ameri Arizona		Ameri California
Intangible Assets		1.8		0.6		0.9		5.4		3.8
Goodwill		3.5		0.3		0.9		10.4		5.0
Working Capital
Current Assets
Cash		1.4		-		-		-		-
Accounts Receivable		5.6		-		-		-		-
Other Assets		0.2		-		-		-		-
		7.3		-		-		-		-
Current Liabilities
Accounts Payable		1.3		-		-		-		-
Accrued Expenses & Other Current Liabilities		1.3		-		-		-		-
		2.7		-		-		-		-
Net Working Capital Acquired		4.6		-		-		-		-

Total Purchase Price		9.9		0.9		1.8		15.8		8.8

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~~The~~As of the date of this quarterly report the Company ~~has $19,319,211,~~owed an aggregate of $3,101,223 in ~~total towards~~ consideration, ~~payable~~ including contingent consideration payable, for its ~~acquisitions, consisting~~acquisitions. Such consideration payable consists of ~~$7,129,238~~$2,496,000 in cash obligations and ~~$12,189,973~~$605,223 worth of common stock to be issued ~~(assuming a per share price of $6.51). Out of $19,319,211, $5,346,688 is towards contingent consideration payable on earn-outs.~~in future periods.

NOTE 4.

REVENUE RECOGNITION:

~~The Company recognizes~~We recognize revenue primarily through the provision of consulting services. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts.

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

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

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

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

If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No losses were recognized on contracts during the ~~quarter~~nine months ended September 30, ~~2017.~~2018.

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NOTE 5.

~~SHARE-BASED COMPENSATION:~~

On April 20, 2015, our Board of Directors and the holder of a majority of our outstanding shares of common stock approved the adoption of our 2015 Equity Incentive Award Plan (the "Plan"). The Plan allows for the issuance of up to 2,000,000 shares of our common stock for award grants. The Plan provides equity-based compensation through the grant of cash-based awards, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. We believe that an adequate reserve of shares available for issuance under the Plan is necessary to enable us to attract, motivate and retain key employees and directors and to provide an additional incentive for such individuals through stock ownership and other rights that promote and recognize the financial success and growth of our Company. We granted options to purchase 185,000 shares of our common stock and 98,669 restricted stock units pursuant to the Plan during the nine months ended September 30, 2017. Share based compensation expense for nine months ended September 30, 2017 was $5,167,354. During the quarter ended September 30, 2017, Lone Star Value ~~Investors, LP~~ ~~exercised on a cashless basis~~ ~~a warrant~~ ~~which resulted in~~ ~~the~~ ~~issuance of 1,205,837~~ ~~shares of our~~ ~~common~~ ~~stock~~ ~~and~~ we ~~recorded a corresponding charge to stock based compensation expense of $2,170,506.~~

~~During quarter ended June 30, 2017~~, 174,680 restricted stock units were cancelled and an accelerated cost of $792,764 due to such cancellation has been accounted for as stock based compensation expense. As of September 30, 2017, out of the 2,000,000 shares available under the Plan, aggregate grants of 1,607,758 shares of our common stock had been granted as options and restricted stock units.

~~NOTE 6.~~

INTANGIBLE ASSETS:

The Company’s intangible assets primarily consists of the customer lists it acquired through various acquisitions. We amortize our intangible assets that have finite lives using either the straight-line ~~method.~~method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was ~~$2,264,247 during~~$2.3 million for the nine months ended September 30, 2018 and September 30, 2017. This amortization expense relates to customer lists ~~and products capitalized on our balance sheet,~~ which expire through ~~2020.~~2022.

~~As of September 30, 2017, and December 31, 2016, capitalized intangible assets were as follows:~~

September 30,
2017

December 31,
2016

Capitalized intangible assets $ 12,517,628 $ 10,074,546
Accumulated amortization 2,264,247 1,309,842
Total intangible assets $ 10,253,381 $ 8,764,704

~~Our amortization schedule is as follows:~~

Years ending December 31,
Amount
2017 $ 665,859
2018 2,955,873
2019 2,727,968
2020 2,652,000
2021 1,251,681
Total $ 10,253,381

The Company’s intangible assets consist of the customer lists acquired from the Company’s acquisition of WinHire Inc, Ameri Georgia, Ameri Arizona, Virtuoso, Bigtech and Ameri California. The products acquired from the acquisition of Linear Logics. Corp. and the amount spent on improving those products are also categorized as intangible assets and are being amortized over the useful life of those products.

NOTE 7.6.

GOODWILL:

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. ~~Goodwill was comprised~~The total value of the ~~following amounts:~~Company’s goodwill was $21.9 million as of September 30, 2018 and December 31, 2017.

September 30,
2017

December 31,
2016

Virtuoso $ 939,881 $ 939,881
Ameri Arizona 10,416,000 10,416,000
Bigtech 299,803 314,555
Ameri Consulting Service Pvt. Ltd. 1,948,118 1,948,118
Ameri Georgia 3,470,522 3,470,522
Ameri California 4,812,243 -
Total $ 21,886,567 $ 17,089,076

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As per Company policy, goodwill impairment tests ~~will be~~are conducted on an annual basis and any impairment ~~will be~~is reflected in the Company’s ~~statements~~Statements of ~~operations.~~Operations.

NOTE 8.7.

EARNINGS (LOSS) PER SHARE:

~~A reconciliation~~Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if outstanding stock options, warrants, restricted stock units and outstanding shares to be awarded to satisfy contingent consideration for the business combinations described in Note 3 (collectively, the “Equity Awards”) were exercised and issued. The second approach, the if converted method, reflects the potential dilution of the Equity Awards, the 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) described in Note 10 being exchanged for common stock. Under this method, interest expense, net of tax, if any, associated with the 2017 Notes, up through redemption, is added back to net income attributable to common stockholders and ~~weighted average~~the shares ~~used~~outstanding are increased by the underlying 2017 Notes are considered to be issued.

For the nine months ended September 30, 2018, the effect of 446,429 shares related to the exchange of the 2017 Notes for common stock were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive.

As of September 30, 2018, the effect of approximately 14,544,000 shares respectively, related to the issuance of common stock upon exercise of Equity Awards were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive.

As of September 30, 2017, no shares related to the issuance of common stock upon exercise of the Equity Awards or the exchange of the 2017 Notes for common stock were considered in ~~computing~~the calculation of diluted loss per share, as the effect would be anti-dilutive due to net losses attributable to common stockholders for both the three and nine month periods ended September 30, 2017.

The following table sets forth the computation of basic and diluted ~~net~~ income (loss) per share ~~is as follows:~~for the three and nine months ended September 30, 2018 and 2017:

Nine Months
Ended
September 30,
2017

Nine Months
Ended
September 30,
2016

Net income (loss) attributable to common stock holders $ (9,615,628 ) $ (4,082,006 )
Weighted average common shares outstanding 14,472,322 12,794,149
Basic net income (loss) per share of common stock $ (0.66 ) $ (0.32 )
Diluted net income (loss) per share of common stock $ (0.66 ) $ (0.32 )

	For the Three Months Ended					For the Nine Months Ended
	September 30, 2018		September 30, 2017			September 30, 2018		September 30, 2017
Numerator for basic and diluted income (loss) per share:
Net income (loss) attributable to common stockholders	$	3,883,015	$	(4,609,468	)	$	389,488	$	(9,615,628	)
Numerator for diluted income (loss) per share:
Net income (loss) attributable to common stockholders - as reported	$	3,883,015	$	(4,609,468	)	$	389,488	$	(9,615,628	)
Interest expense on 2017 Notes, net of taxes		25,000		—			-		—
Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares	$	3,908,015	$	(4,609,468	)	$	389,488	$	(9,615,628	)
Denominator for weighted average common shares outstanding:
Basic shares		21,657,181		14,715,947			19,683,610		14,472,322
Dilutive effect of Equity Awards		2,080,654		__			946,532		__
Dilutive effect of 2017 Notes		446,429		—			—		—
Diluted shares		24,184,264		14,715,947			20,630,142		14,472,322

Income (loss) per share – basic:
Net income (loss)	$	0.18	$	(0.31	)	$	0.02	$	(0.66	)

Income (loss) per share – diluted:
Net income (loss)	$	0.16	$	(0.31	)	$	0.02	$	(0.66	)

~~Share based awards, inclusive~~

Table of all grants made under the Plan, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti- dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented.Contents

NOTE 9.8.

OTHER ITEMS:

~~The Company paid an in-kind dividend on its Series A Preferred Stock for~~During the quarter ended September 30 ~~2017 by issuing 10,277~~2018, the Company granted stock options to purchase an aggregate of 1,265,000 shares ~~of Series A Preferred Stock to the sole holder~~ of the Company’s ~~Series A Preferred Stock. The Company has yet~~common stock to ~~make the dividend payment on its Series A Preferred Stock which was payable on September 30, 2017. The Company will pay the sole holder~~key employees, an aggregate of 45,000 restricted stock units and stock options to purchase 255,000 shares of the ~~Series A Preferred Stock~~Company’s common stock to the ~~accrued dividend in-kind~~Company’s non-executive directors, and an aggregate of stock options to purchase an aggregate of 50,000 shares of the Company’s common stock to the Company’s advisory board members. Each of these grants was made pursuant to the ~~terms~~Company’s 2015 Equity Incentive Award Plan and vest within one year from the date of grant. The management stock options expire on the fifth anniversary of the ~~Certificate~~date of ~~Designation contemporaneously with~~grant and non-executive director and advisory board member stock options expire on the ~~filing~~sixth anniversary of ~~this Quarterly Report on Form 10-Q~~the date of grant. The non-executive director and advisory board member stock option grants include a change of control provision which provides for the acceleration of the options under certain change of control events. All of the foregoing option grants have been valued using the Black-Scholes model and will be amortized over a one-year period and the expense for the foregoing grants has been recognized in the current quarter and in the nine-month period ending September 30, 2018.

During the quarter ended September 30, ~~2017.~~2018, the Company recognized a one-time non-cash gain of $7.3 million as a result of the Company’s change in estimate of its consideration payable related to its acquisition of Ameri Arizona. The Company had previously accounted for total equity consideration payable of $10.4 million, which was reduced to $3.3 million as a result of two former members of Ameri Arizona electing to receive approximately $2.5 million in cash and the issuance of equity valued at $0.8 million to the third former member Ameri Arizona who had not elected to receive cash.

As of the date of filing of this quarterly report, the Company has not yet paid the cash payments to the two former members of Ameri Arizona that were due on September 28, 2018 and is currently negotiating payment terms with the two former members of Ameri Arizona who elected to receive cash. On July 30, 2018, the Company issued 560,000 shares of common stock valued at $0.8 million to the third former member of Ameri Arizona who had not elected to receive cash in lieu of stock. Such former member has asserted that he had elected to receive cash instead of stock, but the Company disputes the assertion and is vigorously defending any claims related thereto.

NOTE ~~10.~~9.

BANK DEBT:

On July 1, 2016, the Company entered into a Loan and Security Agreement (the “Loan Agreement”), with its wholly-owned subsidiaries Ameri and Partners ~~Inc~~Inc. and Ameri Georgia, as borrowers (the “Borrowers”), the Company and its wholly-owned ~~subsidiary~~subsidiaries Linear Logics, Corp. and WinHire Inc. (dissolved in March 2017) serving as guarantors, the Company’s former Chief Executive Officer, ~~Giri Devanur,~~ serving as a validity guarantor, and Sterling National Bank, N.A. (as lender and as agent, “Sterling”). The Company joined Ameri ~~Arizona,~~California, Virtuoso and Ameri ~~California~~Arizona as borrowers under the Loan Agreement following their respective acquisition.

Under the Loan Agreement, the Borrowers can borrow up to an aggregate of $10 million, which includes up to $8 million in principal for revolving loans (the ~~“Revolving Loans”~~"Revolving Loans") for general working capital purposes, up to $2 million in principal pursuant to a term loan (the ~~“Term Loan”~~"Term Loan") for the purpose of a permitted business acquisition and up to $200,000 for letters of credit. A portion of the proceeds of the Loan Agreement were also used to repay the November 20, 2015 credit facility that was entered into between the Company, its wholly-owned subsidiary Ameri Georgia and Federal National Payables, Inc.

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The maturity of the loans under the Loan Agreement are as follows:

Revolving Loan Maturity Date: July 1, 2019; provided, however, that the Revolving Loan Maturity Date will extend and renew automatically for successive one-year terms on each anniversary of the initial Revolving Loan Maturity Date (each an ~~“Anniversary Date”~~"Anniversary Date") thereafter, unless not less than sixty (60) days prior to any such Anniversary Date, written notice of non-renewal is given by either party to the other, in which case the Revolving Loan Maturity Date will be such next Anniversary Date.

Term Loan Maturity Date: The earliest of (a) the date following acceleration of the Term Loan and/or the Revolving Loans; (b) the Revolving Loan Maturity Date; or (c) July 1, 2019.

Interest under the Loan Agreement is payable monthly in arrears and accrues as follows:

(a)

in the case of Revolving Loans, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 2.00%;

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(b)

in the case of the Term Loan, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 3.75%; and

(c)

in the case of other obligations of the Borrowers, a rate per annum equal to the sum of (i) the greater of (A) 3.25% or (B) Wall Street Journal Prime Rate plus (ii) 3.75%.

The Loan Agreement also requires the payment of certain fees, including, but not limited to letter of credit fees and an unused Revolving Loans fee.

The Loan Agreement contains financial and other covenant requirements, including, but not limited to, financial covenants that require the Borrowers to not permit capital expenditures above $150,000 in any fiscal year, maintain a fixed charge coverage ratio of not less than 2.00 to 1.00 and maintain certain debt to EBITDA ratios. The Loan Agreement also requires the Company and Borrowers to obtain ~~Sterling’s~~Sterling's consent before making any permitted acquisitions. The amounts borrowed by the Borrowers under the Loan Agreement are guaranteed by the guarantors, and the Loan Agreement is secured by substantially all of the Borrowers’ assets.

~~The principal amount of the Term Loan will be repaid as follows: (i) equal consecutive monthly installments in the amount of $33,333.33 each,~~Interest paid ~~on the first day of each calendar month and (ii) one final payment of the entire remaining principal balance, together with all accrued unpaid interest~~ on the Term Loan ~~maturity date.~~during the nine months ended September 30, 2018 amounted to $71,301. On August 2, 2018, we repaid the Term Loan.

On August 28, 2017, the Company and certain of its subsidiaries obtained an incremental term loan from Sterling National Bank in the amount of $343,200.58, which amount shall be an addition to and comprise a part of the existing term loan under the existing Loan Agreement.

~~The Company has~~We are not ~~been~~ in compliance with ~~the financial~~various covenants contained in ~~its~~the Loan Agreement with Sterling National Bank. ~~The Company~~We received waivers from Sterling National Bank for ~~its~~our non-compliance with the Loan Agreement for the quarters ended March 31, 2017, June 30, 2017, ~~and~~ September 30, 2017 and December 31, 2017 in exchange for the payment of a fee of $5,000 for each quarterly waiver. ~~The Company does not expect to be in compliance~~As a result of our ongoing non-compliance with ~~the terms~~covenants of the Loan Agreement, ~~following the conclusion~~Sterling National Bank notified us that it would not provide any further waivers for such non-compliance and advised us to find a new lender.

On July 9, 2018, we received a Notice of ~~the terms~~Default and Acceleration of ~~the waivers granted by~~Obligations from Sterling National Bank. The ~~Company is continuing~~Notice asserted events of default resulting from the Company’s failure to ~~work~~comply with certain financial covenants set forth in the Loan Agreement and the impaired financial condition of the Company. In the Notice, Sterling National Bank declares that all amounts due in respect of its loans shall be due and payable on August 31, 2018 (as extended, the “Termination Date”), and the Borrowers are required to ~~address its non-compliance.~~

Ifpay Sterling National Bank all amounts due as obligations on or before the Termination Date. On August 31, 2018, we ~~are unable to obtain future waivers~~received an extension notice from Sterling National Bank in which the ~~bank could declare our loans with it~~Termination Date from August 31, 2018 to ~~be in default and elect to claim all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay the outstanding amounts,~~September 30, 2018. On October 4, 2018, Sterling National Bank again extended the Termination Date until December 31, 2018. Until the Termination Date, Sterling National Bank will continue to fund the Revolving Loans to the Borrowers at its discretion; however, Sterling National Bank may decline to advance funds to the Borrowers at any time in its sole discretion. It is anticipated that, on the Termination Date, the financing commitments shall terminate and no further loans, advances or other extensions of credit will be made to or for the benefit of the Borrowers.

If the obligations are not satisfied by the Termination Date, all outstanding obligations will bear interest at the default rate under the Loan Agreement and Sterling National Bank may exercise any or all of its rights and remedies under the loan documents, including foreclosing on any and all collateral. While the Notice does not state that Sterling National Bank is presently exercising, or will exercise prior to the Termination Date, its rights and remedies available upon an event of default, it reserves its right to do so at any time in its sole discretion. The exercise of certain remedies may have a material adverse effect on the liquidity, financial condition and results of operations of the Company and could ~~proceed against~~cause the ~~collateral granted~~Company to ~~it to secure our indebtedness to it.~~ become bankrupt or insolvent.

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We pledged substantially all of our assets as collateral under the Loan Agreement. The Loan Agreement is also supported by a ~~limited~~validity guaranty from ~~Giri Devanur,~~ our ~~President and~~former Chief Executive Officer. If Sterling National Bank accelerates the repayment of our loans, there is no assurance that we will have sufficient assets to repay the loans. A default under the Loan Agreement may also result in an event of default under the ~~Company’s outstanding convertible notes.~~2017 Notes (as defined below). We are currently looking for additional sources of financing, however there is no guarantee that we will have additional financing available to us.

Interest paid on the Term Loan during the nine months ended September 30, 2017 amounted to $108,206. Principal repaid on the Term Loan during the nine months ended September 30, 2017 was $304,144. The short term and long-term outstanding balances on the Term Loan as of September 30, 2017 was $406,156 and $1,575,206, respectively. The outstanding balance of the Revolving Loans as of September 30, 2017 was $3,765,391.

Bigtech, which was acquired as of July 1, 2016, had a term loan of $14,695 and a line of credit for $305,282 as of September 30, 2017. The Bigtech line of credit is with an Indian bank, HDFC Bank Limited, and was entered into on September 3, 2015 for Bigtech’s working capital requirements. The line of credit is for up to $416,667 with an interest rate of 11.85% per annum and maturity in June 2020. The Bigtech term loan accrues interest at the rate of 10.30% per annum and matures in 2020. Both the term loan and the line of credit were already in place when the Company acquired Bigtech. Interest paid during the nine months ended September 30, 2017 amounted to $1,486 for the term loan and $28,560 line of credit held by Bigtech.

NOTE ~~11.~~10.

CONVERTIBLE NOTES:

On March 7, 2017, we completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) for aggregate proceeds to us of ~~$1,250,000~~$1.25 million from four accredited investors, including one of the Company’s ~~directors,~~then-directors, Dhruwa N. ~~Rai.~~Rai, and David Luci, who became a director of the Company in February 2018. The 2017 Notes were issued pursuant to Securities Purchase Agreements between the Company and each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty. As of September 30, 2018, all interest payments due on the 2017 Notes have been paid in full.

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The 2017 Notes are convertible into shares of our common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to ~~68%~~$2.80. The holders of the ~~price per share of common stock offered~~2017 Notes have the right, at their option, at any time and ~~sold pursuant~~from time to ~~such registration statement,~~time to convert, in part or ~~(ii) if no such registration statement is declared effective by December 31,~~in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 ~~such price per share that is equal to the weighted average closing price per share~~Notes into shares of the Company’s common stock ~~for~~at the ~~20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances.~~ conversion price.

The 2017 Notes rank junior to our secured credit facility with Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors’ approval, restrictions on dividends and other restricted payments and reclassification of its stock.

NOTE ~~12.~~11.

COMMITMENTS AND CONTINGENCIES:

Operating Leases

The ~~Company’s~~Company's principal facility is located in ~~Princeton, New Jersey.~~Suwanee, Georgia. The Company also leases office space in various locations with expiration dates between 2016 and ~~2020.~~2021. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. All of the ~~Company’s~~Company's leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was ~~$232,022~~$199,579 and ~~$125,883~~$254,295 for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively. ~~The increase during the comparative periods is due to the addition of office space through the acquisition of Ameri Arizona, Virtuoso, Bigtech and Ameri California.~~

The Company has entered into an operating lease for its primary office facility in Princeton, New Jersey, which expires in July 2019. The future minimum rental payments under these lease agreements are as follows:

Year ending December 31,	Amount
2018		45,613
2019		67,415
2020		70,333
2021		7,371
Total	$	190,732

Year ending December 31, Amount
2017 $ 68,360
2018 189,428
2019 123,083
2020 70,333
2021 7,371
Total $ 458,575

NOTE ~~13.~~12.

FAIR VALUE MEASUREMENT:

The group’s financial instruments consist primarily of cash and cash equivalent, accounts receivable, accounts payable, contingent consideration ~~liability~~liabilities and accrued liabilities. The carrying amounts of accounts receivable, accounts payable, cash and cash equivalents and accrued liabilities are considered to be the same as their fair value, due to their short-term nature.

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows:

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

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

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

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

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The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of September 30, ~~2017~~2018 and December 31, ~~2016:~~2017:

	September 30, 2017			December 31, 2016			September 30, 2018		December 31, 2017

Level 3
Warrant Liability							$	1,689,899	$	-
Contingent consideration		$	5,346,688		$	5,266,488		680,223	$	3,374,660

The following table presents the change in level 3 ~~instruments:~~instruments (Contingent consideration):

Three Months
Ended
September 30,
2017

Nine Months
Ended
September 30,
2017

Opening balance 5,346,688 5,266,488
Additions during the period $ - $ 1,200,000
Paid/settlements - (719,800 )
Total gains recognized in Statement of Operations - (400,000 )
Closing balance 5,346,688 5,346,688

	Nine Months Ended September 30, 2018

Opening balance	$	3,374,660
Paid/settlements(net)		(2,694,437	)
Closing balance	$	680,223

The following table presents the change in level 3 instruments (Warrant liability):

	Nine Months Ended September 30, 2018

Opening balance	$	-
Warrant Liability created during the period		1,689,899
Closing balance	$	1,689,899

Contingent consideration pertaining to the acquisitions referred to in note 3 above as of September 30, ~~2017~~2018 has been classified under level 3 as the fair ~~valuation~~value of such contingent consideration has been ~~done~~determined using one or more of the significant inputs which are not based on observable market data.

The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included our probability assessments of expected future cash flows related to the acquisitions during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the respective terms of the share purchase agreements.

The ~~amount of total gains/(losses) included in our Statement of Operations and Comprehensive Income/(Loss) is attributable to change in~~ fair value of ~~contingent consideration arising from~~ the ~~acquisition~~Warrants referred to in note 16 were determined utilizing a Black-Scholes option pricing model with the following assumptions: expected term of ~~Ameri Arizona were $400,000~~5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and ~~$0 for the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively.~~an expected dividend yield of zero.

~~Note 14.~~NOTE 13.

NON-CONTROLLING INTEREST:

The subsidiaries of the Company are all direct or indirect wholly-owned subsidiaries ~~except for Ameritas Technologies India Private Limited,~~and there are no non-controlling interests as of ~~which~~September 30, 2018.

In prior periods when the Company held ~~76%~~non-controlling interests in one of ~~the equity of the company, through September 30, 2017.~~

~~The~~its subsidiaries ,the Company ~~attributes~~attributed relevant gains and losses to such non-controlling interests ~~for every~~in each financial year. During ~~the three months ended September 30, 2017 and 2016 and~~ the nine months ended September 30, 2018 and 2017 ~~and 2016~~ the ~~profit/(loss)~~profit attributable to the holders of non-controlling interests amounted to ~~$(6,632) and~~ $0 and ~~$(18,504) and $0,~~$18,504, respectively.

NOTE ~~15.~~14.

RESTRUCTURING AND STREAMLINING COSTS:

During the ~~quarter~~nine ended September 30, ~~2017,~~2018, the Company streamlined its operations by eliminating redundant positions across its acquired entities, which resulted in a restructuring charge of approximately ~~$85,000 affecting approximately 20 employees.~~$127,100.

NOTE 15.

AMENDMENT OF PREFERRED STOCK TERMS AND WARRANT ISSUANCE:

On June 22, 2018, we entered into an Amendment Agreement with Lone Star Value Investors, LP (“LSV”), pursuant to which we and LSV agreed to the amendment and restatement of the certificate of designations (the “Amendment”) for our Series A Preferred Stock (the “Series A Preferred”) and the issuance of warrants (the “Amendment Warrants”) for the purchase of 5,000,000 shares of our common stock to holders of the Series A Preferred (the “Warrant Issuance”), provided that the Amendment and the Warrant Issuance were subject to approval by our stockholders at our 2018 annual meeting of stockholders (the “2018 Annual Meeting”).

As the Amendment and the Warrant Issuance were approved by our stockholders at the 2018 Annual Meeting, the Amendment, was filed with the Delaware Secretary of State following stockholder approval, providing for, among other things:

(a)

the payment of the March 31, 2018 dividend payment in-kind in shares of Series A Preferred;

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(b)

elimination of any prior default in respect of non-payment of accrued dividends through the filing effective date of the Amendment (the “Effective Date”);

(c)

payment in-kind in shares of Series A Preferred of dividends for all dividend periods from April 1, 2018 through March 31, 2020 at a rate of 2% per annum of the liquidation preference (the “Adjusted Rate”); and

(d)

commencing April 1, 2020, we will pay cash dividends per share at a rate per annum equal to the Adjusted Rate multiplied by the liquidation preference; provided, however, dividends for periods ending after April 1, 2020 may be paid at the election of our Board of Directors in-kind through the issuance of additional shares of Series A Preferred for up to four dividend periods in any consecutive 36-month period, determined on a rolling basis.

In addition, the Amendment revised the change of control definition to mean a change in control of at least 70% of the voting power of all shares of stock of the Company and clarified that a change of control shall not be deemed to be a dissolution, liquidation or winding up of the Company. The Amendment also eliminated voting rights with respect to the authorization, creation or issuance of any securities ranking senior or equal to the Series A Preferred.

Following our 2018 Annual Meeting, promptly following the effectiveness of the Amendment, the Company ~~anticipates~~issued an aggregate of 15,325 shares of our Series A Preferred to holders of our Series A Preferred, on a pro rata basis, as payment of accrued in-kind dividends owed on such preferred stock and completed the Warrant Issuance to holders of the Series A Preferred at such time.

The Amendment Warrants are only exercisable for cash, with an exercise price of $1.50 per share, for five years from the date of issuance. In the event that ~~streamlining~~the closing price of our common stock is $2.00 or higher for ten trading days out of a fifteen consecutive trading day period, the Company shall have the option, in its ~~operations will result~~sole discretion, to elect to accelerate the termination date of the Amendment Warrants to such date that is 30 days (or more, in ~~annual savings~~the Company’s sole discretion) following the date of such election. Following such accelerated termination date, any unexercised Amendment Warrants shall automatically be canceled without any further obligations on the part of the Company or the holders of such Amendment Warrants. The Amendment Warrants were valued utilizing a Black-Scholes option pricing model with the following assumptions: expected term of 5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and an expected dividend yield of zero. The calculated aggregate fair value of $1,712,000 was reflected within stockholders’ equity as a dividend paid to the Series A Preferred stockholders and also reflected as an adjustment to income available to common stockholders for calculation of net income (loss) per common share for both the three and nine month periods ended September 30, 2018.

NOTE 16.

PRIVATE PLACEMENT TRANSACTION:

On July 25, 2018, we entered into a securities purchase agreement (the “Initial Securities Purchase Agreement”) with certain institutional and accredited investors (“Initial Purchasers”) for the sale of 5,000,000 shares of our common stock (“Initial Shares”) and warrants to purchase a total of 4,000,001 shares (“Initial Warrant Shares”) of our common stock (“Initial Purchaser Warrants”) for total consideration of approximately ~~$1.5 million, inclusive~~$6,000,000 (“Initial Investment”). On July 30, 2018, we issued an aggregate of ~~payroll, benefits, office consolidations~~3,250,000 of the Initial Shares to the Initial Purchasers, with the remaining Initial Shares to be issued pursuant to pre-funded Warrants, subject to adjustment. The $6,000,000 purchase price paid by the Initial Purchasers on July 30, 2018 represents the entire purchase price for the Initial Shares and ~~other ancillary employee related costs.~~the Initial Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Initial Purchaser Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant) and for additional Warrant Shares issuable upon the occurrence of certain events described below.

On August 21, 2018, we entered into a second securities purchase agreement (the “Second Securities Purchase Agreement”, and together with the Initial Securities Purchase Agreement, the “Purchase Agreements”) with an accredited investor (the “Additional Purchaser”, and with the Initial Purchaser, the “Purchasers”) for the sale of 500,417 shares of our common stock, via a pre-funded warrant due to share issuance limitations (the “Additional Shares”, and with the Initial Shares, the “Common Stock”), and warrants to purchase 400,333 shares (the “Additional Warrant Shares”, and with the Initial Warrant Shares, the “Warrant Shares”) of our common stock (the “Additional Purchaser Warrants”, and with the Initial Purchaser Warrants, the “Purchaser Warrants”) for gross proceeds of approximately $600,000 (the “Additional Investment”). The Additional Investment was made in connection with, and substantially on the same terms and using the same forms as, the private placement of the Initial Shares and Initial Purchaser Warrants (such private placement and the Additional Investment, the “Private Placement”). The $600,000 purchase price paid by the Additional Purchaser on August 21, 2018 represents the entire purchase price for the Additional Shares and the Additional Purchaser Warrants (excluding the exercise price to be paid upon the exercise of Additional Purchaser Warrants), including upon the issuance of additional Shares (through the adjustment of a pre-funded warrant, all pre-funded warrants with the Purchaser Warrants, the “Warrants”) and for additional Warrant Shares issuable upon the occurrence of certain events described below.

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The initial price per share of Common Stock equaled $1.20 and the initial per share exercise price of the Purchaser Warrants equaled $1.60. The per share purchase price and the exercise price were subject to adjustment as described below. The Initial Purchaser Warrants are immediately exercisable, subject to ownership limitations described below, and expire five years after the date of issuance. The Initial Purchaser Warrants are exercisable on a cashless basis six months after the issuance date if there is no effective registration statement registering the resale of the shares underlying the Initial Purchaser Warrants. The Additional Purchaser was not issued any shares at the closing of the Additional Investment, due to Nasdaq stock issuance limitations at the time of closing, but the Additional Shares will be issued upon the exercise of a pre-funded warrant for no additional consideration to the Company. The Additional Purchaser Warrants and the Additional Purchaser’s pre-funded warrant are currently exercisable, subject to ownership limitations described below, and expire five years after the date of issuance. The Warrants contain provisions for the adjustment of the number of shares issuable upon the exercise of the warrant and of the exercise price in the event of stock dividends, splits, mergers, asset sales, tender or exchange offers, reclassifications, reorganizations or recapitalizations, combinations, or the like.

The per share purchase price (through the pre-funded Warrants) and Warrant exercise price was automatically adjusted lower (the “Price Adjustment”) to 80% (with respect to the purchase price of the Common Stock) and 110% (with respect to the exercise price of the Warrants) of the lowest of the average daily prices on the 6 trading days following each of: (i) the date our stockholders approved the Private Placement transaction (such approval was obtained on September 27, 2018) and (ii) the date a registration statement covering the resale of securities being issued in the Private Placement was declared effective by the Securities and Exchange Commission (the “SEC”) (such registration statement on Form S-1, file no. 333-227011, was declared effective on October 23, 2018 (the “Effective Registration”)). Due to the Price Adjustment, the lowest purchase price of $0.29 for the Common Stock issued at closing under the Purchase Agreements and pursuant to the pre-funded Warrants was achieved, and all 22,758,621 shares registered under the Effective Registration as issued or issuable under the Purchase Agreements and pursuant to the pre-funded Warrants were issued to the selling stockholders. In addition, the exercise price of the Purchaser Warrants was subject to the Price Adjustment, which has resulted in 22,544,139 shares of common stock being issuable under the Purchaser Warrants when exercised. The Purchaser Warrants have been fully adjusted and neither the exercise price or the number of shares issuable under such warrants are subject to further adjustment, except pursuant to typical anti-dilution provisions.

In accordance with the exercise provisions of the Purchaser Warrants, the 22,544,139 shares issuable under the Purchaser Warrants following the full Price Adjustment was determined by holding constant the aggregate exercise price of $7,040,534.40 for the Purchaser Warrants at the time of closing of the Private Placement (which was calculated based on 4,400,334 total Purchaser Warrants at the closing date multiplied by the exercise price of $1.60, which equals $7,040,534.40), and then dividing the $7,040,534.40 aggregate exercise price by the post-Price Adjustment exercise price of $0.3123 to get 22,544,139 shares. As 18,206,897 shares of common stock issuable pursuant to the Purchaser Warrants were previously registered under the Effective Registration, 4,337,242 additional shares of common stock are to be registered pursuant to a new registration statement to cover all of the shares issuable under the Purchaser Warrants following the final Price Adjustment.

The Company has allocated the aggregate gross proceeds received to the Purchaser Warrants, the Initial Shares issued and the pre-funded warrants. Due to the reset features present in the Purchaser Warrants along with the existence of down-round protection in the event of future financing transactions at lower prices, the Purchaser Warrants were determined to be derivative financial instruments and therefore, have been recorded as a liability (“Warrant Liability”) in the accompanying consolidated balance sheets. The Purchaser Warrants were initially recorded at fair value with fair value determined utilizing a Black-Scholes option pricing model with the following assumptions: expected term of 5 years; expected volatility of 111.8%; risk free interest rate of 2.37% and an expected dividend yield of zero. The calculated aggregate fair value of $1,429,000 was reflected as Warrant Liability. The remaining proceeds received under the Purchase Agreements were allocated to the Initial Shares and pre-funded warrants and recorded within stockholder’s equity. The fair value of the Purchaser Warrants was reassessed at the end of the reporting period to reflect the Price Adjustment and number of shares issuable upon exercise occurring as a result of the shareholder approval of the Private Placement. The resulting increase in the fair value of the Purchaser Warrants of $261,330 was reflected as “Changes in Fair Value of Warrant Liability” within the accompanying consolidated statements of operations and comprehensive income (loss).

Under the terms of all of the Warrants, a selling stockholder may not exercise Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised. In addition, the Warrants have transaction-specific anti-dilution provisions.

A.G.P. / Alliance Global Partners (“AGP”) acted as exclusive placement agent for the issuance and sale of the securities in the Private Placement. We agreed to pay AGP an aggregate fee equal to 7% of the gross proceeds received by us from the sale of the securities in the transaction, plus expenses. We also agreed to grant to AGP or its designees warrants to purchase up to 150,000 shares of our common stock (the “Placement Agent Warrants”). The Placement Agent Warrants are currently exercisable and terminate on July 27, 2022. The Placement Agent Warrants have an exercise price of $1.32 per share. The terms of the Placement Agent Warrants are otherwise substantially similar to the terms of the Private Placement Warrants, except the Placement Agent Warrants have customary anti-dilution provisions and do not have the Price Adjustment mechanism. The Placement Agent Warrants were valued at the date of grant utilizing a Black-Scholes option pricing model with substantially similar assumptions to those used for the Purchaser Warrants. The resulting fair value of $49,000 was recorded within stockholder’s equity as a cost of the Private Placement transaction.

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ITEM 2.

~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. See ~~“Special~~"Special Note Regarding Forward-Looking ~~Statements”~~Statements" included elsewhere herein.

We use the terms ~~“we,” “our,” “us,” “AMERI”~~"we," "our," "us," "AMERI" and ~~“the Company”~~"the Company" in this report to refer to AMERI Holdings, Inc. and its wholly-owned subsidiaries.

Company History

We were incorporated under the laws of the State of Delaware in February 1994 as Spatializer Audio Laboratories, Inc., which was a shell company immediately prior to our completion of a “reverse merger” transaction on May 26, 2015, in which we caused Ameri100 Acquisition, Inc., a Delaware corporation and our newly created, wholly owned subsidiary, to be merged with and into Ameri and Partners Inc (“Ameri and Partners”), a Delaware corporation (the “Merger”). On May 26, 2015, we completed the Merger, in which we caused Ameri100 Acquisition, Inc., a Delaware corporation and our newly created, wholly owned subsidiary, to be merged with and into Ameri and Partners (doing business as Ameri100), a Delaware corporation. As a result of the Merger, Ameri and Partners became our wholly owned operating subsidiary. The Merger was consummated under Delaware law, pursuant to an Agreement of Merger and Plan of Reorganization, dated as of May 26, 2015 (the “Merger Agreement”), and in connection with the Merger we changed our name to AMERI Holdings, Inc. We are headquartered in ~~Princeton, New Jersey.~~Suwanee, Georgia.

Overview

We specialize in delivering SAP^TM cloud, digital and enterprise services to clients worldwide. Our SAP focus allows us to provide technological solutions to a broad and growing base of clients. ~~We are headquartered in Princeton, NJ, and we have offices across the United States, which are supported by offices in India.~~ Our model inverts the conventional global delivery model wherein offshore ~~information technology (“IT”)~~IT service providers are based abroad and maintain a minimal presence in the United States. With a strong SAP focus, our client partnerships anchor around SAP cloud ~~services, artificial intelligence, internet of things~~ and ~~robotic process automation.~~digital services. We pursue an acquisition strategy that seeks to disrupt the established business model of offshore IT service providers.

We partnered with NEC Corporation of America (NEC), in February 2017, to offer SAP HANA Migration services. Through this partnership, the Company will offer solutions to its clients aspiring to make the transition from SAP ECC (on-premise) applications to SAP HANA applications. NEC is a leading technology integrator providing integrated communications, analytics, security, biometrics and technology solutions.

We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into two categories: (1) time-and-materials contracts and (2) fixed-price contracts.

When a customer enters into a time-and-materials or fixed-price (or a periodic retainer-based) contract, the revenue is recognized in accordance with the deliverables of each contract. If the deliverables involve separate units of accounting, the consideration from the arrangement is measured and allocated to the separate units, based on vendor specific objective evidence of the value for each deliverable.

For the three months ended September 30, ~~2017~~2018 and September 30, ~~2016,~~2017, sales to five major customers accounted for ~~43%~~40% and ~~45%~~43% of our total revenue, respectively. One of our customers contributed 13% and 14% of our revenue for the three months ended September 30, ~~2017. For~~2018.and for the comparable period in ~~2016, two customers each contributed 15% and 12% of our revenue, respectively.~~2017.

For the nine months ended September 30, ~~2017~~2018 and September 30, ~~2016,~~2017, sales to five major customers accounted for ~~39%~~38% and ~~54%~~39% of our total revenue, respectively. ~~One~~Two of our customers contributed ~~11%~~13% and 10% of our revenue for the nine months ended September 30, ~~2017.~~2018. For the comparable period in ~~2016, two~~2017, one customer contributed 10% of our ~~customers each contributed 19% and 14% of our revenue, respectively.~~revenue.

We continue to explore strategic alternatives to improve the market position and profitability of our product and service offerings in the marketplace, generate additional liquidity for the Company, and enhance our valuation. We expect to pursue our goals during the next twelve months through organic growth and through other strategic alternatives. Some of these alternatives have included, and could continue to include, selective acquisitions. The Company has obtained financing and additional capital from the sale of equity and incurrence of indebtedness in the past, and continues to consider capital raising and financing from the sale of various types of equity and incurrence of indebtedness to provide capital for our business plans and operations in the future. ~~The Company has also provided, and may from time to time in the future provide, information to interested parties.~~

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Matters that May or Are Currently Affecting Our Business

The main challenges and trends that could affect or are affecting our financial results include:

Our ability to raise additional capital, if and when needed;

Our ability to enter into additional technology-management and consulting agreements, to diversify our client base and to expand the geographic areas we serve;

Our ability to attract competent, skilled professionals and on-demand technology partners for our operations at acceptable prices to manage our overhead;

Our ability to acquire other technology services companies and integrate them with our existing business;

~~Our ability to raise additional capital, if and when needed;~~ and

Our ability to control our costs of operation as we expand our organization and capabilities.

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended September 30, ~~2017~~2018 Compared to the Three Months Ended September 30, ~~2016~~2017 and for the Nine Months Ended September 30, ~~2017~~2018 Compared to the Nine Months Ended September 30, ~~2016~~2017

	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017			Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017

Revenue	$	10,576,254		$	12,529,928		$	32,715,104		$	37,139,114
Cost of revenue		8,230,456			9,966,490			25,637,422			28,941,535
Gross profit		2,345,798			2,563,438			7,077,682			8,197,579

Operating expenses
Selling general and administration		2,655,902			5,685,905			8,059,432			13,559,632
Acquisition related expenses		227,952			5,694			237,952			390,174
Depreciation and amortization		636,495			817,284			2,266,513			2,332,041
Changes in estimate for consideration payable		(7,274,929	)		-			(7,140,310	)		(400,000	)
Operating expenses		(3,754,580	)		6,508,883			3,423,587			15,881,847
Operating income (loss)		6,100,378			(3,945,445	)		3,654,095			(7,684,268	)
Interest expenses		(190,394	)		(132,973	)		(584,074	)		(388,122	)
Changes in fair value of warrant liability		(261,330	)		-			(261,330	)		-
Others, net		75,747			17,446			83,736			21,921
Income (loss) before income taxes		5,724,401			(4,060,972	)		2,892,427			(8,050,469	)
Tax benefit / (provision)		(24,934	)		-			(24,934	)		-
Net income (loss)		5,699,467			(4,060,972	)		2,867,493			(8,050,469	)
Net income attributable to non-controlling interest		-			(6,632	)		-			(18,504	)
Net income (loss) attributable to the Company		5,699,467			(4,067,604	)		2,867,493			(8,068,973	)
Dividend on preferred stock		(1,816,452	)		(541,864	)		(2,478,005	)		(1,546,655	)
Net (loss) attributable to common stockholders		3,883,015			(4,609,468	)		389,488			(9,615,628	)
Other comprehensive income (loss), net of tax
Foreign exchange translation		1,719			(14,234	)		(800	)		(11,084	)
Comprehensive income (loss)	$	3,884,734		$	(4,623,702	)	$	388,688		$	(9,626,712	)
Comprehensive income (loss) attributable to the Company		3,884,734			(4,617,070	)		388,688			(9,608,208	)
Comprehensive income/(loss) attributable to the non-controlling interest		-			(6,632	)		-			(18,504	)
		3,884,734		$	(4,623,702	)	$	388,688		$	(9,626,712	)

Basic income (loss) per share	$	0.18		$	(0.31	)	$	0.02		$	(0.66	)
Diluted income (loss) per share	$	0.16		$	(0.31	)	$	0.02		$	(0.66	)

Basic weighted average number of common shares outstanding		21,657,181			14,715,947			19,683,610			14,472,322
Diluted weighted average number of common shares outstanding		24,184,264			14,715,947			20,630,142			14,472,322

Three Months
Ended
September 30,
2017

Three Months
Ended
September 30,
2016

Nine Months
Ended
September 30,
2017

Nine Months
Ended
September 30,
2016

Revenue $ 12,529,928 $ 10,058,558 $ 37,139,114 23,758,460
Cost of revenue 9,966,490 8,361,960 28,941,535 18,897,059
Gross profit 2,563,438 1,696,598 8,197,579 4,861,401

Operating expenses
Selling and marketing 402,846 137,024 1,170,051 401,487
General and administration 5,283,059 1,326,327 12,389,581 5,316,390
Acquisition related expenses 5,694 1,015,558 390,174 1,630,778
Depreciation and amortization 817,284 509,377 2,332,041 722,390
Operating expenses 6,508,883 2,988,286 16,281,847 8,071,045
Operating income (loss) (3,945,445 ) (1,291,688 ) (8,084,268 ) (3,209,644 )
Interest expenses (132,973 ) (290,423 ) (388,122 ) (674,683 )
Changes in estimates - - 400,000 -
Others, net 17,446 (195,518 ) 21,921 (197,679 )
Income (loss) before income taxes (4,060,972 ) (1,777,629 ) (8,050,469 ) (4,082,006 )
Tax benefit / (provision) - - - -
Income after income taxes (4,060,972 ) (1,777,629 ) (8,050,469 ) (4,082,006 )
Net income attributable to non-controlling interest (6,632 ) - (18,504 ) -
Net income (loss) attributable to the Company (4,067,604 ) (1,777,629 ) (8,068,973 ) (4,082,006 )
Dividend on preferred stock (541,864 ) - (1,546,655 ) -
Net loss attributable to common stock holders (4,609,468 ) (1,777,629 ) (9,615,628 ) (4,082,006 )
Other comprehensive income (loss), net of tax - - - -
Foreign exchange translation (14,234 ) 59,079 (11,084 ) (6,619 )
Comprehensive income/(loss) $ (4,623,702 ) $ (1,718,550 ) $ (9,626,712 ) $ (4,088,625 )
Comprehensive income/(loss) attributable to the Company (4,617,070 ) (1,718,550 ) (9,608,208 ) (4,088,625 )
Comprehensive income/(loss) attributable to the non-controlling interest (6,632 ) - (18,504 ) -
$ (4,623,702 ) $ (1,718,550 ) $ (9,626,712 ) $ (4,088,625 )

Basic income (loss) per share $ (0.31 ) $ (0.13 ) $ (0.66 ) $ (0.32 )
Diluted income (loss) per share $ (0.31 ) $ (0.13 ) $ (0.66 ) $ (0.32 )

Basic weighted average number of common shares outstanding 14,715,947 13,653,586 14,472,322 12,794,149
Diluted weighted average number of common shares outstanding 14,715,947 13,653,586 14,472,322 12,794,149

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Revenues

Revenues for the three months ended September 30, ~~2017 increased~~2018 decreased by ~~approximately $2.47~~$1.95 million, or 16%, as compared to the three months ended September 30, ~~2016. This increase was primarily attributable to our acquisition of Ameri California. For changes in revenue by entity please refer to~~2017, mainly because we did not pursue certain low margin professional services business during the ~~table below.~~three months ended September 30, 2018.

~~Revenues by subsidiary~~For the three months ended September 30, 2018 and September 30, 2017, sales to five major customers accounted for approximately 40% and 43% of our total revenue, respectively. For the ~~Company~~

(three months ended September 30, 2018, one of our customers contributed 13% of our revenue, and for the three months ended September 30, 2017, one of our customer contributed 14% of our revenue. We derived most of our revenues from our customers located in ~~millions of U.S. dollars)~~

Three Months Ended
September 30, 2017

Three Months Ended
September 30, 2016
Increase (Decrease)
Ameri & Partners 1.41 2.07 (0.66)
Ameri Georgia 4.64 4.38 0.26
Bigtech 0.31 0.31 0.00
Ameri Arizona 3.09 3.28 (0.19)
Ameri California 3.07 - 3.07
Total 12.53 10.06 2.47
North America for the three months ended September 30, 2018 and September 30, 2017.

Revenues for the nine months ended September 30, ~~2017 increased~~2018 decreased by ~~approximately $13.38~~$4.42 million, or 12%, as compared to the nine months ended September 30, ~~2016. Of this increase~~2017, mainly due to a large project in ~~revenue, $6.60 million was attributable to our acquisition of Ameri California and $7.35 million was attributable to increases of revenue from Ameri Arizona and Bigtech for which we had~~ the ~~benefit of a full~~ nine months of 2017 for which there was no comparable large project in the first nine months ended September 30, 2018 and because we did not pursue certain low margin professional services business in 2018.

For the nine months ended September 30, 2018 and September 30, 2017, sales to five major customers accounted for 38% and 39% of our total revenue, respectively. Two of our customers contributed 13% and 10% of our revenue for the nine months ended September 30, 2018. For the comparable period in 2017, ~~while~~one of our customers contributed 11% of our revenue. We derived most of our revenues from our customers located in ~~2016 each company was not acquired until July of 2016. Changes in revenue by entity were as follows.~~

~~Revenues by subsidiary of~~North America for the ~~Company~~

~~(in millions of U.S. dollars)~~

Nine Months Ended
September 30, 2017

Nine Months Ended
September 30, 2016
Increase (Decrease)
Ameri & Partners 4.77 5.53 (0.76)
Ameri Georgia 14.82 14.62 0.20
Bigtech 0.82 0.31 0.51
Ameri Arizona 10.12 3.28 6.84
Ameri California 6.60 - 6.60
Total 37.14 23.76 13.38
nine months ended September 30, 2018 and September 30, 2017.

Gross Margin

Our gross margin was 22% for the three months ended September 30, 2018, as compared to 20% for the three months ended September 30, ~~2017, as compared~~2017. The increase in gross margin was due to ~~17% for~~an increase in project-based revenue which carries higher margin in the three months ended September 30, ~~2016. Gross margin from~~ ~~Ameri California, which was acquired~~ in ~~March 2017~~, ~~was 28%; without~~ ~~that acquisition~~ ~~our gross margin would have been 18%.~~2018 as compared to three months ended September 30, 2017.

Our gross margin was 22% for the nine months ended September 30, ~~2017, as compared to 20%~~2018 and for the nine months ended September 30, ~~2016. Gross margin from Ameri California was 29%; without this acquisition our gross margin would have been 21%.~~2017.

Our target gross margins in future periods are anticipated to be in the range of 20% to 25% based on a mix of project revenues and professional service revenues. However, there is no assurance that we will achieve such anticipated gross margins.

~~Table of Contents~~

~~Selling and Marketing Expenses~~

Selling, ~~and marketing expenses were $402,846 for the three months ended September 30, 2017, compared to $137,024 for the three months ended September 30, 2016.~~ ~~Our acquisition~~ ~~of Ameri California and Ameri Arizona added selling and marketing expenditures of $65,557 and $221,810, respectively.~~

~~Selling and marketing expenses were $1,170,051 for the nine months ended September 30, 2017, compared to $ 401,486 for the nine months ended September 30, 2016.~~ ~~Our acquisition~~ of Ameri California and Ameri Arizona added selling and marketing expenditures of $141,268 and 718,607, respectively. However, selling and marketing expenditures for Ameri Georgia decreased by $85,615 in the nine months ended September 30, 2017.

General and Administration Expenses

~~General~~Selling, general and ~~Administration~~administration (“GSG&A”) expenses include all costs, including rent costs, which are not directly associated with revenue-generating activities, as well as the non-cash expense for ~~stock based~~stock-based compensation. These include employee costs, corporate costs and facilities costs. Employee costs include administrative salaries and related employee benefits, travel, recruiting and training costs. Corporate costs include reorganization costs, legal, accounting and outside consulting fees. ~~Facility~~Facilities costs primarily include rent and communications costs.

GSG&A expenses for the three months ended September 30, ~~2017~~2018 were ~~$5,283,059~~$2.6 million, as compared to ~~$1,326,327~~$5.7 million for the three months ended September 30, ~~2016. G~~2017. SG&A expenses, ~~increased~~excluding stock-based compensation expenses decreased by ~~$3,956,732 of which $2,194,121 was attributable to stock based compensation expenses.~~ ~~our acquisition~~ ~~of Ameri California and Ameri Arizona added an additional $740,198 to our G&A expenses for~~approximately $650,000 in the three months ended September 30, ~~2017~~2018 as ~~compared~~the Company continues to ~~the same period in 2016.~~restructure and streamline its acquired entities.

GSG&A expenses for the nine months ended September 30, ~~2017~~2018 were ~~$12,389,581~~$8.1 million, as compared to ~~$5,316,389~~$13.6 million for the nine months ended September 30, ~~2016. G~~2017. SG&A expenses, ~~increased~~excluding stock-based compensation expenses decreased by ~~$7,073,192, of which $4,221,395 was attributable to our stock based compensation expense due to grants made to our employees, accelerated expenses upon cancellation of restricted stock units~~approximately $1.2 million in the second quarter of 2017 and a charge related to a warrant exercised by Lone star Value Investors, LP during the quarter ended September 30, 2017. Our acquisition of Ameri California and Ameri Arizona added an additional $2,477,041 to our G&A expenses for the nine months ended September 30, ~~2017~~2018 as ~~compared~~the Company continues to ~~the same period in 2016.~~restructure and streamline its acquired entities.

Depreciation and Amortization

Depreciation and amortization expense amounted to ~~$817,284~~$0.6 million for the three months ended September 30, ~~2017,~~2018, as compared to ~~$509,377~~$0.8 million for the three months ended September 30, ~~2016. We capitalized~~2017. Depreciation and amortization expense amounted to $2.3 million for the ~~customer lists acquired during various acquisitions, resulting in increased amortization costs.~~nine months ended September 30, 2018 and September 30, 2017. The customer lists from each acquisition are amortized over a period of 60 months.

~~Depreciation~~

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Operating Income (Loss)

Our operating income was $6.1 million for the three months ended September 30, 2018, as compared to $(3.9) million for the three months ended September 30, 2017. Our operating income for the three months ended September 30, 2018 was primarily driven by lower stock-based compensation expenses, changes in our estimates relating to acquisition considerations and ~~amortization expense amounted to $2,332,041~~continued reduction in our operating expenses.

Our operating income was $3.7 million for the nine months ended September 30, ~~2017,~~2018, as compared to ~~$722,390~~$(7.7) million for the nine months ended September 30, 2016. We capitalized the customer lists acquired during various acquisitions, resulting in increased amortization costs. The customer lists from each acquisition are amortized over a period of 60 months.

~~Operating Income/ (Loss)~~

Our operating income/(loss) was $(3,945,445) for the three months ended September 30, 2017, as compared to $(1,291,688) for the three months ended September 30, 2016. This increase in loss was mainly due to the increase in G&A expenses of our acquired entities.

2017. Our operating income ~~(loss) was $(8,084,268)~~ for the nine months ended September 30, ~~2017, as compared~~2018was primarily driven by lower stock-based compensation expenses, changes in our estimates relating to ~~$(3,209,644) for the nine months ended September 30, 2016. This increase~~acquisition considerations and continued reduction in ~~loss was mainly due to the increase in G&A expenses of~~ our ~~acquired entities.~~operating expenses.

Interest Expense

Our interest expense for the three months ended September 30, ~~2017~~2018 was ~~$132,973~~$0.19 million as compared to ~~$290,423~~$0.13 million for the three months ended September 30, ~~2016. The decrease is mainly due to changes in interest rates charged by our lenders.~~2017.

Our interest expense for the nine months ended September 30, ~~2017~~2018 was ~~$388,122~~$0.6 million as compared to ~~$674,683~~$0.4 million for the nine months ended September 30, ~~2016.~~2017. The ~~decrease is~~increase was mainly due to ~~changes~~the full year effect of interest expenses on promissory notes issued to former stockholders of Ameri California in ~~interest rates charged by our lenders.~~March 2017.

~~Changes in Estimates~~Income Taxes

Based on our current estimates of consideration payable under the Ameri Arizona purchase agreement, we do not believe Ameri Arizona will achieve its 2017 earn-out and we have adjusted the consideration payable in connection therewith by reducing the estimates by $400,000 and reflecting the adjustment in our income statement for the quarter ended June 30, 2017.

~~Table of Contents~~

~~Income taxes~~

~~Our~~We recorded a provision for income taxes of $0.02million and $0 million for the three months ended September 30, 2018 and for the three months ended September 30, 2017, respectively.

We recorded a provision for income taxes of $0.02 million and $0 million for the ~~three~~nine months ~~period~~ ended September 30, ~~2016 was $0 for each period.~~

~~Our provision for income taxes~~2018 and for the nine months ended September 30, 2017, ~~and the nine months period ended September 30, 2016 was $0 for each period.~~respectively.

Acquisition Related Expenses

We had acquisition related expenditures of ~~$390,174~~$0.23 million and ~~$1,630,778~~$0.01 million during the three months ended September 30, 2018 and for September 30, 2017, respectively, and $0.24 million and $0.39 million during the nine months ended September 30, ~~2017~~2018 and for September 30, ~~2016,~~2017, respectively. These expenses included ~~acquisition costs~~legal, professional services, valuation and ~~legal, banking~~due diligence services and other acquisition related fees incurred in connection with our acquisitions. ~~The decrease is due to the decline in acquisition related activities in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016.~~

Liquidity and Capital Resources

Our cash position was ~~$844,104~~approximately $2 million as of September 30, ~~2017,~~2018, as compared to ~~$1,379,887~~$4.9 million as of December 31, ~~2016,~~2017, a decrease of ~~$535,783~~approximately $2.9 million primarily due to the use of funds towards working capital and earn-out payments.

Cash used for operating activities was ~~$1,799,568~~$1.6 million during the nine months ended September 30, ~~2017~~2018 and was primarily a result of net changes in working capital requirements. Cash used in investing activities was ~~$702,508~~$3.7 million during the nine months ended September 30, ~~2017.~~2018. Cash provided by financing activities was ~~$1,966,296~~$2.4 million during the nine months ended September 30, ~~2017~~2018.

Private Placement

On July 25, 2018, we entered into a securities purchase agreement (the “Initial Securities Purchase Agreement”) with certain institutional and ~~was attributable~~accredited investors (“Initial Purchasers”) for the sale of 5,000,000 shares of our common stock (“Initial Shares”) and warrants to purchase a total of 4,000,001 shares (“Initial Warrant Shares”) of our common stock (“Initial Purchaser Warrants”) for total consideration of approximately $6,000,000 (“Initial Investment”). On July 30, 2018, we issued an aggregate of 3,250,000 of the Initial Shares to the ~~increased borrowing under our line~~Initial Purchasers, with the remaining Initial Shares to be issued pursuant to pre-funded Warrants, subject to adjustment. The $6,000,000 purchase price paid by the Initial Purchasers on July 30, 2018 represents the entire purchase price for the Initial Shares and the Initial Purchaser Warrants (excluding the exercise price to be paid upon the exercise of ~~credit with Sterling National Bank and~~Initial Purchaser Warrants), including upon the issuance of ~~convertible notes.~~additional Shares (through the adjustment of a pre-funded warrant) and for additional Warrant Shares issuable upon the occurrence of certain events described below.

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Under the terms of all of the Warrants, a selling stockholder may not exercise Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our ~~current constraints~~then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised. In addition, the Warrants have transaction-specific anti-dilution provisions.

Liquidity Concerns

We incurred recurring losses as a result of costs and expenses related to our selling, general and administration activities and acquisition strategy. As of September 30, 2018, we had negative working capital weof $2.27 million and cash of $2.06 million. Our principal sources of cash have ~~been unable~~included bank borrowings, the private placement of common stock, warrants and convertible notes and the public offering of common stock and warrants. Our operating expenses are likely to ~~pay a few vendors~~continue to grow and, as a result, ~~some~~we will need to generate significant additional revenues to cover such expenses.

During the quarter ended September 30, 2018, we were unable to make payments in respect of ~~them have threatened legal action against us.~~certain deferred purchase price obligations owed to two former members of Ameri Arizona due to a lack of available cash. The aggregate gross proceeds received by the Company from the Private Placement on July 30, 2018 were approximately $6,600,000, and we used a portion of such proceeds for the repayment of certain outstanding obligations. We are ~~currently~~ working ~~with these vendors~~ to ~~negotiate longer payment terms until~~raise additional capital from which we ~~are~~will be able to ~~raise more capital; the Company is trying to mitigate these efforts by raising more capital and through streamlining its operations which will provide cash savings going forward,~~pay other amounts owed; however, there can be no assurance that the Company will be able to ~~secure~~raise any capital or pay the amounts owed.

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Our financial statements as of September 30, 2018 have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional ~~sources~~funding through the issuance of ~~capital. In case~~equity or debt securities, as well as to attain further operating efficiencies and, ultimately, to generate additional revenues. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. We can give no assurances that additional capital that we are ~~unable~~able to ~~pay these vendors, they can take legal action against us or stop doing business with us which may have an impact on~~obtain, if any, will be sufficient to meet our ~~revenue.~~needs. The foregoing conditions raise substantial doubt about our ability to continue our operations.

Available Credit Facility, Borrowings and Repayment of Debt

The maturity of the loans under the Loan Agreement are as follows:

Term Loan Maturity Date: The earliest of (a) the date following acceleration of the Term Loan and/or the Revolving Loans; (b) the Revolving Loan Maturity Date; or (c) July 1, 2019.

Interest under the Loan Agreement is payable monthly in arrears and accrues as follows:

(a)

in the case of Revolving Loans, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 2.00%;

(b)

in the case of the Term Loan, a rate per annum equal to the sum of (i) the Wall Street Journal Prime Rate plus (ii) 3.75%; and

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(c)

in the case of other obligations of the Borrowers, a rate per annum equal to the sum of (i) the greater of (A) 3.25% or (B) Wall Street Journal Prime Rate plus (ii) 3.75%.

The Loan Agreement also requires the payment of certain fees, including, but not limited to letter of credit fees and an unused Revolving Loans fee.

On ~~August 28, 2017,~~July 9, 2018, we received a Notice of Default and Acceleration of Obligations from Sterling National Bank. The Notice asserted events of default resulting from the ~~Company~~Company’s failure to comply with certain financial covenants set forth in the Loan Agreement and ~~certain~~the impaired financial condition of the Company. In the Notice, Sterling National Bank declares that all amounts due in respect of its ~~subsidiaries obtained~~loans shall be due and payable on August 31, 2018, and the Borrowers are required to pay Sterling National Bank all amounts due as obligations on or before the Termination Date. On August 31, 2018, we received an ~~incremental term loan~~extension notice from Sterling National Bank in which the ~~amount of $343,200.58, which amount shall be an addition~~Termination Date from August 31, 2018 to ~~and comprise a part of the existing term loan under the existing Loan Agreement.~~

~~The Company has not been in compliance with the financial covenants contained in its Loan Agreement with Sterling National Bank. The Company received waivers from~~September 30, 2018. On October 4, 2018, Sterling National Bank again extended the Termination Date until December 31, 2018. Until the Termination Date, Sterling National Bank will continue to fund the Revolving Loans to the Borrowers at its discretion; however, Sterling National Bank may decline to advance funds to the Borrowers at any time in its sole discretion. It is anticipated that, on the Termination Date, the financing commitments shall terminate and no further loans, advances or other extensions of credit will be made to or for ~~its non-compliance with~~the benefit of the Borrowers.

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If the obligations are not satisfied by the Termination Date, all outstanding obligations will bear interest at the default rate under the Loan Agreement ~~for the quarters ended March 31, 2017, June 30, 2017~~ and September 30, 2017 in exchange for the payment of a fee of $5,000 for each quarterly waiver. The Company does not expect to be in compliance with the terms of the Loan Agreement following the conclusion of the terms of the waivers granted by Sterling National Bank. The Company is continuing to work with Sterling National Bank ~~to address~~may exercise any or all of its ~~non-compliance.~~

~~If we are unable to obtain future waivers from~~rights and remedies under the loan documents, including foreclosing on any and all collateral. While the Notice does not state that Sterling National Bank is presently exercising, or will exercise prior to the ~~bank~~Termination Date, its rights and remedies available upon an event of default, it reserves its right to do so at any time in its sole discretion. The exercise of certain remedies may have a material adverse effect on the liquidity, financial condition and results of operations of the Company and could ~~declare our loans with it~~cause the Company to be in default and elect to claim all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay the outstanding amounts, Sterling National Bank could proceed against the collateral granted to it to secure our indebtedness to it. become bankrupt or insolvent.

We pledged substantially all of our assets as collateral under the Loan Agreement. The Loan Agreement is also supported by a ~~limited~~validity guaranty from ~~Giri Devanur,~~ our ~~President and~~former Chief Executive Officer. If Sterling National Bank accelerates the repayment of our loans, there is no assurance that we will have sufficient assets to repay the loans. A default under the Loan Agreement may also result in an event of default under the ~~Company’s outstanding convertible notes.~~2017 Notes. We are currently looking for additional sources of financing, however there is no guarantee that we will have additional financing available to us.

On March 7, 2017, we completed the sale and issuance ~~of 8% Convertible Unsecured Promissory~~the 2017 Notes ~~(the “2017 Notes”)~~ for aggregate proceeds to us of ~~$1,250,000~~$1.25 million from four accredited investors, including one of the Company’s ~~directors,~~then-directors, Dhruwa N. ~~Rai.~~Rai, and David Luci, who became a director of the Company in February 2018. The 2017 Notes were issued pursuant to Securities Purchase Agreements between the Company and each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. The 2017 Notes can be prepaid by us at any time without penalty. As of September 30, 2018 all interest payments due on the 2017 Notes have been paid in full.

The 2017 Notes are convertible into shares of our common stock at a conversion price of (i) in the event that any registration statement for the public offering of common stock filed by the Company with the SEC in connection with an uplisting to a national stock exchange is declared effective by the SEC on or prior to December 31, 2017, such price per share that is equal to ~~68%~~$2.80. The holders of the ~~price per share of common stock offered~~2017 Notes have the right, at their option, at any time and ~~sold pursuant~~from time to ~~such registration statement,~~time to convert, in part or ~~(ii) if no such registration statement is declared effective by December 31,~~in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 ~~such price per share that is equal to the weighted average closing price per share~~Notes into shares of the Company’s common stock ~~for~~at the ~~20 trading days immediately preceding December 31, 2017, subject to adjustment under certain circumstances.~~ conversion price.

The 2017 Notes rank junior to our secured credit facility with ~~Sterling.~~Sterling National Bank. The 2017 Notes also include certain negative covenants including, without the investors’ approval, restrictions on dividends and other restricted payments and reclassification of its stock.

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Accounts Receivable

Accounts receivable for the period ended September 30, ~~2017~~2018 were ~~$9,167,088~~$7.8 million as compared to ~~$8,059,910~~$8.8 million as on December 31, ~~2016. The increase was due to acquisition of Ameri California.~~2017.

Accounts Payable

Accounts payable for the period ended September 30, ~~2017~~2018 were ~~$4,126,323~~$4.2 million as compared to ~~$5,130,817~~$5.3 million as on December 31, ~~2016. The decrease was primarily due to the payoff of accumulated accounts payable during the nine months ended September 30,~~ 2017.

Accrued Expenses

Accrued expenses for the period ended September 30, ~~2017~~2018 were ~~$3,947,294~~$1.8 million as compared to ~~$2,165,088~~$2.6 million as on December 31, ~~2016. Our acquisition of Ameri California led to an increase of accrued expenses of $754,257 and the balance was attributable to our existing entities.~~2017.

Operating Activities

Our largest source of operating cash flows is cash collections from our ~~customers for different information technology services we render under various statements of work.~~customers. Our primary uses of cash for operating activities are for personnel-related expenditures, leased facilities and taxes.

Off- Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Impact of Inflation

We do not believe that inflation had a significant impact on our results of operations for the periods presented. On an ongoing basis, we attempt to minimize any effects of inflation on our operating results by controlling operating costs and, whenever possible, seeking to ensure that billing rates reflect increases in costs due to inflation.

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For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each period end. Statements of Operations accounts are translated at the exchange rate prevailing as of the date of the transaction. The gains or losses resulting from such translation are reported under accumulated other comprehensive income (loss) as a separate component of equity. Realized gains and losses from foreign currency transactions are included in other income, net for the periods presented.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements for additional information.

Critical Accounting ~~Estimates~~Policies

~~Purchase Price Allocation.~~Revenue Recognition. We ~~allocate~~recognize revenue in accordance with the ~~purchase~~Accounting Standard Codification 605 “Revenue Recognition.” Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller’s price to buyer is fixed and determinable, and (4) collectability is reasonably assured. We recognize revenue from information technology services as the services are provided. Service revenues are recognized based on contracted hourly rates, as services are rendered or upon completion of ~~our acquisitions~~specified contracted services and acceptance by the customer.

Stock-Based Compensation. Stock-based compensation expense for awards of equity instruments to employees and non-employee directors is determined based on the grant-date fair value of those awards. We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

Impairment. Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on the fair value of the asset.

Income Taxes. We provide for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities ~~acquired, including identifiable intangible assets,~~and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred income tax asset will not be realized, a valuation allowance is provided. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Tax benefits earned on employee stock awards in excess of recorded stock-based compensation expense are credited to additional paid-in capital. Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the related interest.

Accounts Receivable. We extend credit to clients based upon management’s assessment of their ~~respective fair values at~~credit-worthiness on an unsecured basis. We provide an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. We include any balances that are determined to be uncollectible in allowance for doubtful accounts.

Business Combination. We account for business combinations using the ~~date of acquisition. Some~~acquisition method, which requires the identification of the items, including accounts receivable, property and equipment, other intangible assets, certain accrued liabilities and other reserves require a degree of management judgment. Certain estimates may change as additional information becomes available. Goodwill is assigned atacquirer, the ~~enterprise level and is deductible for tax purposes for certain types of acquisitions. Management finalizes the purchase price allocation within the defined measurement period~~determination of the acquisition date ~~as certain initial accounting estimates~~and the allocation of the purchase price paid by the acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including any contingent consideration and any non-controlling interest in the acquiree at their acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Identifiable intangible assets with finite lives are ~~resolved.~~amortized over their useful lives. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in our consolidated financial statements from the acquisition date.

Goodwill and Purchased Intangibles. We evaluate goodwill and purchased intangible assets for impairment at least annually, or as circumstances warrant. Goodwill is evaluated at the reporting unit level by comparing the fair value of the reporting unit with its carrying amount. For purchased intangible assets, if our annual qualitative assessment indicates possible impairment, we test the assets for impairment by comparing the fair value of such assets to their carrying value. In determining the fair value, we utilize various estimates and assumptions, including discount rates and projections of future cash flows. If an impairment is indicated, a write down to the implied fair value of goodwill or fair value of intangible asset is recorded.

Valuation of Contingent Earn-out Consideration. Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results.

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~~Revenue Recognition.~~ We recognize revenue in accordance with the Accounting Standard Codification 605 “Revenue Recognition.” Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller’s price to buyer is fixed and determinable, and (4) collectability is reasonably assured. We recognize revenue from information technology services as the services are provided. Service revenues are recognized based on contracted hourly rates, as services are rendered or upon completion of specified contracted services and acceptance by the customer.

~~Accounts Receivable.~~ We extend credit to clients based upon management’s assessment of their credit-worthiness on an unsecured basis. We provide an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. We include any balances that are determined to be uncollectible in allowance for doubtful accounts.

~~Property and Equipment.~~ Property and equipment is stated at cost. We provide for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 7 years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease terms or the useful lives of the improvements. We charge repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred.

~~Intangible assets.~~ We account for computer software costs developed for internal use in accordance with U.S. GAAP, which requires companies to capitalize certain qualifying costs during the application development stage of the related software development project and to exclude the initial planning phase that determines performance requirements, most data conversion, general and administrative costs related to payroll and training costs incurred. Whenever a software program is considered operational, we consider the project to be completed, place it into service and commence amortization of the development cost in the succeeding month.

~~Goodwill.~~ We capitalize the excess of capitalized intangible assets of an acquisition over the purchase consideration as goodwill in for each of our acquisitions. Impairment of goodwill is analyzed on an annual basis as per Company policy.

Special Note Regarding Forward-Looking Information

Some of the statements in this Quarterly Report on Form 10-Q and elsewhere constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, growth, performance, tax consequences or achievements to be materially different from any future results, levels of activity, growth, performance, tax consequences or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed below.

The forward-looking statements included in this Form 10-Q and referred to elsewhere are related to future events or our strategies or future financial performance, including statements concerning our ~~2017~~2018 outlook, future revenue and growth, customer spending outlook, general economic trends, IT service demand, future revenue and revenue mix, utilization, new service offerings, significant customers, competitive and strategic initiatives, growth plans, potential stock repurchases, future results, tax consequences and liquidity needs. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “believe,” “anticipate,” “anticipated,” “expectation,” “continued,” “future,” “forward,” “potential,” “estimate,” “estimated,” “forecast,” “project,” “encourage,” “opportunity,” “goal,” “objective,” “could,” “expect,” “expected,” “intend,” “plan,” “planned,”"may," "should," "believe," "anticipate," "anticipated," "expectation," "continued," "future," "forward," "potential," "estimate," "estimated," "forecast," "project," "encourage," "opportunity," "goal," "objective," "could," "expect," "expected," "intend," "plan," "planned," or the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on our current plans or assessments which are believed to be reasonable as of the date of this Form 10-Q. Factors that may cause actual results, goals, targets or objectives to differ materially from those contemplated, projected, forecasted, estimated, anticipated, planned or budgeted in such forward-looking statements include, among others, the following possibilities: (1) failure to obtain new customers or retain significant existing customers; (2) the loss of one or more key executives and/or employees; (3) changes in industry trends, such as a decline in the demand for Enterprise Resource Planning and Enterprise Performance Management solutions, custom development and system integration services and/or declines in industry-wide information technology spending, whether on a temporary or permanent basis and/or delays by customers in initiating new projects or existing project milestones; (4) inability to execute upon growth objectives, including new services and growth in entities acquired by our Company; (5) adverse developments and volatility involving geopolitical or technology market conditions; (6) unanticipated events or the occurrence of fluctuations or variability in the matters identified as delays in, or the failure of, our sales pipeline being converted to billable work and recorded as revenue; (8) termination by clients of their contracts with us or inability or unwillingness of clients to pay for our services, which may impact our accounting assumptions; (9) inability to recruit and retain professionals with the high level of information technology skills and experience needed to provide our services; (10) failure to expand outsourcing services to generate additional revenue; (11) any changes in ownership of the Company or otherwise that would result in a limitation of the net operating loss carry forward under applicable tax laws; (12) the failure of the marketplace to embrace advisory and product-based consulting services; (13) changes in our utilization levels; (14) competition in our markets; (15) our ability to grow and manage growth profitably; our ability to access additional capital; (16) changes in applicable laws or regulations; (17) the failure to fully integrate acquired businesses; and (18) poor performance of acquired businesses following the closing of the acquisition. In evaluating these statements, you should specifically consider various factors described above. These factors may cause our actual results to differ materially from those contemplated, projected, anticipated, planned or budgeted in any such forward-looking statements.

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Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, growth, earnings per share or achievements. However, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Except as otherwise required, we undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform such statements to actual results.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

~~Management’s~~Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report on Form 10-Q, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company's Chief Executive Officer and Chief Financial Officer concluded that our company's disclosure controls and procedures are not yet effective as of the end of the period covered by this report as noted below in management's report on internal control over financial reporting. This is largely due to the fact that we are acquiring privately held companies as part of our growth strategy and our control procedures over all acquired subsidiaries will not be effective until such time as we are able to fully integrate the acquisition with our company and set processes and procedures for the acquired entities. We are working to improve and harmonize our financial reporting controls and procedures across all of our companies. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the ~~SEC’s~~SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

~~Management’s~~Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our management has assessed the effectiveness of our internal control over financial reporting as of September 30, ~~2017,~~2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles; providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and our directors; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. As a result of this assessment, our management concluded that, as of September 30, ~~2017,~~2018, our internal control over financial reporting was not yet effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. This is largely due to the fact that we are acquiring privately held companies as part of our growth strategy and our control procedures over all acquired subsidiaries will not be effective until such time as we are able to fully integrate the acquisition with our company and set processes and procedures for the acquired entities. We are working to improve and harmonize our financial reporting controls and procedures across all of our companies.

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This Quarterly Report on Form 10-Q does not include an attestation report of our independent auditors regarding internal control over financial reporting. Management's report was not subject to attestation by our independent auditors pursuant to temporary rules of the SEC that permit our company to provide only management's report in this Quarterly Report on Form 10-Q.

See Part II – Item 5 for additional information regarding controls the Company has recently implemented with respect to its payment processes as a result of an email fraud directed at the Company during the quarter ended September 30, 2018.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Changes in Internal Control Over Financial Reporting

There were changes to correct certain internal control inadequacies, due to the privately held nature of acquired subsidiaries in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the period covered by this report that have not materially affected, or are not reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~None.~~On May 1, 2018, MACT Holdings LLC, one of the former members of our subsidiary, Ameri Arizona, filed suit against us in the United States District Court for the Southern District of New York seeking damages in an amount equal to such former member’s potion of accrued but unpaid earn-out payments of approximately $236,950 in respect of the 2017 earn-out period, plus attorneys’ fees and expenses. All such amounts had been paid as of August 3, 2018. Such former member has also asserted that he had elected to receive cash instead of stock consideration of 560,000 shares of common stock issued to him on July 30, 2018, but the Company disputes the assertion and is vigorously defending any claims related thereto.

ITEM 1A.

RISK FACTORS

~~Not applicable.~~In addition to the information set forth under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2017, the information set forth at the end of Management's Discussion and Analysis entitled "Special Note Regarding Forward-Looking Information," and updates noted below, you should consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

Risk Factors Relating to Our Indebtedness

We have received a notice from our senior secured commercial lender for the termination of our revolving credit facility, which termination could significantly impair our operations and adversely affect our results of operations and financial condition.

On July 9, 2018, we received a Notice of Default and Acceleration of Obligations from Sterling National Bank. The Notice asserted events of default resulting from the Company’s failure to comply with certain financial covenants set forth in the Loan Agreement and the impaired financial condition of the Company. In the Notice, Sterling National Bank declares that all amounts due in respect of its loans shall be due and payable on August 31, 2018, and the Borrowers are required to pay Sterling National Bank all amounts due as obligations on or before the Termination Date. On August 31, 2018, we received an extension notice from Sterling National Bank in which the Termination Date from August 31, 2018 to September 30, 2018. On October 4, 2018, Sterling National Bank again extended the Termination Date until December 31, 2018. Until the Termination Date, Sterling National Bank will continue to fund the Revolving Loans to the Borrowers at its discretion; however, Sterling National Bank may decline to advance funds to the Borrowers at any time in its sole discretion. It is anticipated that, on the Termination Date, the financing commitments shall terminate and no further loans, advances or other extensions of credit will be made to or for the benefit of the Borrowers.

Our level of indebtedness may make it difficult to repay our debt and may adversely affect our ability to obtain additional financing, use operating cash flow in other areas of our business or otherwise adversely affect our operations. We are currently looking for additional sources of financing, however there is no guarantee that we will have additional financing available to us.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~On July 30, 2018, we completed a Private Placement of common stock and warrants. See Note 16 to our Unaudited Condensed Consolidated Financial Statements for the Quarter Ended September 30, 2018 for additional information regarding the Private Placement.

On October 10, 2018, we issued an aggregate of 72,250 restricted shares of our common stock to the former shareholders of Bigtech for the payment of an earn-out owed to them. The former shareholders of Bigtech previously made representations to us regarding their knowledge and experience, ability to bear economic risk and investment purpose with respect to the restricted shares they received.

In the third and fourth quarters of 2018, we issued an aggregate of 15,325 shares of our Series A Preferred Stock to holders of our Series A Preferred Stock, on a pro rata basis, as payment of accrued in-kind dividends owed on such preferred stock.

The foregoing issuances were exempt from registration under Section 4(a)(2) of the Securities Act as sales by an issuer not involving a public offering. None of the foregoing issuances were registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. In each case, the issuances were made, without any general solicitation or advertising, to a limited number of sophisticated investors with knowledge and experience of financial and business matters related to an investment in the Company’s securities. In addition, the securities issued in the foregoing issuances were restricted securities bearing transfer restrictions and the recipients acquired such securities for their own respective accounts without a view to resell or distribute them. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same. Accordingly, the foregoing issuances are subject to the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

~~To date, the Company has not been in conformance with the financial covenants contained in its Loan Agreement with~~On July 9, 2018, we received a Notice of Default and Acceleration of Obligations from Sterling National Bank. The ~~Company~~Notice asserted events of default resulting from the Company’s failure to comply with certain financial covenants set forth in the Loan Agreement and the impaired financial condition of the Company. In the Notice, Sterling National Bank declares that all amounts due in respect of its loans shall be due and payable on August 31, 2018, and the Borrowers are required to pay Sterling National Bank all amounts due as obligations on or before the Termination Date. On August 31, 2018, we received ~~waivers~~an extension notice from Sterling National Bank in which the Termination Date from August 31, 2018 to September 30, 2018. On October 4, 2018, Sterling National Bank again extended the Termination Date until December 31, 2018. Until the Termination Date, Sterling National Bank will continue to fund the Revolving Loans to the Borrowers at its discretion; however, Sterling National Bank may decline to advance funds to the Borrowers at any time in its sole discretion. It is anticipated that, on the Termination Date, the financing commitments shall terminate and no further loans, advances or other extensions of credit will be made to or for ~~its non-compliance with~~the benefit of the Borrowers.

If the obligations are not satisfied by the Termination Date, all outstanding obligations will bear interest at the default rate under the Loan Agreement ~~for the quarters ended March 31, 2017, June 30, 2017~~ and September 30, 2017 in exchange for the payment of a fee of $5,000 for each quarterly waiver. The Company does not expect to be in compliance with the terms of the Loan Agreement following the conclusion of the terms of the waivers granted by Sterling National Bank. The Company is continuing to work with Sterling National Bank may exercise any or all of its rights and remedies under the loan documents, including foreclosing on any and all collateral. While the Notice does not state that Sterling National Bank is presently exercising, or will exercise prior to ~~address~~the Termination Date, its ~~non-compliance.~~

~~Table~~rights and remedies available upon an event of ~~Contents~~

default, it reserves its right to do so at any time in its sole discretion. The ~~Company has yet to make~~exercise of certain remedies may have a material adverse effect on the ~~dividend payment on its Series A Preferred Stock that was payable on September 30, 2017. The Company will pay the sole holder~~liquidity, financial condition and results of operations of the ~~Series A Preferred Stock,~~Company and could cause the ~~accrued dividend in-kind pursuant~~Company to ~~the terms of the Certificate of Designation contemporaneously with the filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.~~become bankrupt or insolvent.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

~~None.~~During the quarter ended September 30, 2018, one of the Company’s payee’s email was compromised and a direction was sent to the Company fraudulently directing the Company to pay approximately $125,000, which amount was owed to the Company payee, to a fraudulent bank account, and the Company paid the amount. Approximately two months after the payment, the payee informed the Company that its email was compromised and it had not received the payment. Upon learning of the incident, the Company filed a report with its bank to recover the funds, and the Company’s bank in turn filed a complaint with the bank where the funds were paid. Both banks are U.S. domiciled banks and are regulated by the U.S. Treasury system. The Company also filed a report with the Federal Bureau of Investigations. The Company is presently evaluating if it has insurance coverage for this incident under its cyber crime and related policies. The Company is also evaluating its rights against the depository bank where the funds were sent. The Company has not made any adjustments to its financial statements as a result of the incident as it believes that it will ultimately recover the funds, however, the Company cannot give any assurance that such funds will be recovered. The Company has implemented additional controls in its payment processes whereby any changes to existing banks accounts for any payments will be confirmed under a dual-control process before any payment is made.

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ITEM 6.

EXHIBITS

Exhibit	Description

2.1	Agreement of Merger and Plan of Reorganization, dated as of May 26, 2015, among Spatializer Audio Laboratories, Inc., Ameri100 Acquisition, Inc. and Ameri and Partners Inc. (filed as Exhibit 2.1 to AMERI Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2015 and incorporated herein by reference).
~~2.2~~	Stock Purchase Agreement by and between Ameri Holdings, Inc. and the shareholders of Ameri Consulting Service Private Limited. (filed as Exhibit 10.3 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).
~~2.3~~	Share Purchase Agreement, dated as of November 20, 2015, by and among Ameri Holdings, Inc., Bellsoft, Inc., and all of the shareholders of Bellsoft, Inc. (filed as Exhibit ~~10.1~~2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 23, 2015 and incorporated herein by reference).
~~2.4~~ 2.2	Agreement of Merger and Plan of Reorganization, dated as of July 22, 2016, by and among Ameri Holdings, Inc., Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso, L.L.C. and the sole member of Virtuoso, L.L.C. (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 27, 2016 and incorporated herein by reference).
~~2.5~~ 2.3	Membership Interest Purchase Agreement, dated as of July 29, 2016, by and among Ameri Holdings, Inc., DC&M Partners, L.L.C., all of the members of DC&M Partners, L.L.C., Giri Devanur and Srinidhi “Dev” Devanur (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 1, 2016 and incorporated herein by reference).
~~2.6~~ 2.4	Share Purchase Agreement, dated as of March 10, 2017, by and among Ameri Holdings, Inc., ATCG Technology Solutions, Inc., all of the stockholders of ATCG Technology Solutions, Inc., and the Stockholders’ representative (filed as Exhibit 2.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Ameri Holdings, Inc. (filed as Exhibit 3.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 23, 2016 and incorporated herein by reference).
3.2	Amended and Restated Certificate of Designation of Rights and Preferences of 9.00% Series A Cumulative Preferred Stock (filed as Exhibit 3.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on ~~January 4, 2017~~August 17, 2018 and incorporated herein by reference).
3.3	Corrected Certificate of Designation of Rights and Preferences of 9.00% Series A Cumulative Preferred Stock (filed as Exhibit 3.3 to Ameri Holdings, Inc.’s Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on April 18, 2017 and incorporated herein by reference).
~~3.4~~	Amended and Restated Bylaws of Ameri Holdings, Inc. (filed as Exhibit 3.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 23, 2016 and incorporated herein by reference).
4.1	Form of Certificate Representing Shares of common stock of Registrant (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Registration Statement on Form S-8 filed with the SEC on December 17, 2015 and incorporated herein by reference).
~~4.2~~	Form of common stock Purchase Warrant issued by Ameri Holdings, Inc. to Lone Star Value Investors, LP, dated May 26, 2015 (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 1, 2015 and incorporated herein by reference).

~~Table of Contents~~

~~4.3~~	Common Stock Purchase Warrant, dated May 12, 2016, issued by Ameri Holdings, Inc. to Lone Star Value Investors, LP, dated May 12, 2016 (filed as Exhibit 4.3 to Ameri Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016 and incorporated herein by reference).
~~4.4~~	Amended and Restated Registration Rights Agreement, dated May 12, 2016, by and between Ameri Holdings, Inc. and Lone Star Value Investors, LP (filed as Exhibit 10.3 to Ameri Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016 and incorporated herein by reference).
~~4.5~~	Form of 8% Convertible Unsecured Promissory Note due March 2020 (filed as Exhibit 10.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference).
~~4.6~~	Form of Registration Rights Agreement for 2017 Notes Investors (filed as Exhibit 10.3 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference).
~~4.7~~ 4.2	Form of 6% Unsecured Promissory Note (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 13, 2017 and incorporated herein by reference).
~~10.1~~ 4.3	~~Employment Agreement, dated as~~Form of ~~May 26, 2015, between Giri Devanur and Ameri Holdings, Inc.~~Private Placement Warrant (filed as Exhibit ~~10.4~~4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on ~~June 1, 2015~~July 30, 2018 and incorporated herein by reference).

~~10.2~~ 4.4	~~Employment Agreement, dated as~~Form of ~~May 26, 2015, between Srinidhi “Dev” Devanur and Ameri Holdings, Inc.~~Placement Agent Warrant (filed as Exhibit ~~10.5~~4.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on ~~June 1, 2015~~July 30, 2018 and incorporated herein by reference).
~~10.3~~ 4.5	~~Employment Letter,~~Warrant Agent Agreement dated ~~April 24, 2016,~~August 16, 2018 between Ameri Holdings, Inc. and ~~Partners Inc~~Corporate Stock Transfer, Inc. (includes form of Warrant) (filed as Exhibit 4.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2018 and ~~Viraj Patel~~incorporated herein by reference).
10.1	Amendment Agreement (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on ~~April 25, 2017~~June 26, 2018 and incorporated herein by reference).
~~10.4~~ 10.2	~~Form of~~ Private Placement Securities Purchase ~~Agreement for 2017 Notes Investors (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 8, 2017 and incorporated herein by reference).~~
~~10.5~~	Exchange Agreement, dated as of December 30, 2016, between Ameri Holdings, Inc. and Lone Star Value Investors, LP (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 4, 2017 and incorporated herein by reference).
~~10.6~~	~~Loan and Security~~ Agreement dated as of July ~~1, 2016,~~25, 2018, by and among ~~Ameri~~AMERI Holdings, Inc. and ~~Partners Inc, Bellsoft, Inc., Ameri Holdings, Inc., Linear Logics, Corp., Winhire Inc, Giri Devanur,~~each purchaser named in the ~~lenders which become a party to the Loan and Security Agreement, and Sterling National Bank, N.A. (a lender and as agent for the lenders) (filed~~signature pages thereto (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July ~~7, 2016~~30, 2018 and incorporated herein by reference).
10.3	Private Placement Registration Rights Agreement by and among AMERI Holdings, Inc. and each purchaser named in the signature pages thereto (filed as Exhibit 10.2 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 30, 2018 and incorporated herein by reference).
10.4	First Amendment to the Ameri Holdings, Inc. 2015 Equity Incentive Award Plan (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 17, 2018 and incorporated herein by reference).
10.5	Employment Letter, dated October 17, 2018, between Ameri and Partners Inc and Barry Kostiner (filed as Exhibit 10.1 to Ameri Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 17, 2018 and incorporated herein by reference).
31.1*	Section 302 Certification of Principal Executive Officer
31.2*	Section 302 Certification of Principal Financial and Accounting Officer
32.1**	Section 906 Certification of Principal Executive Officer
32.2**	Section 906 Certification of Principal Financial and Accounting Officer
101**	The following materials from Ameri Holdings, Inc.’s Quarterly Report on Form 10-Q for the three months ended ~~September 30, 2017~~March 31, 2018 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Stockholders’ Equity (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to the Consolidated Financial Statements.

*	Furnished herewith.

In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13^th14th day of November ~~2017~~.2018.

	AMERI Holdings, Inc.

	By:	/s/ ~~Giri Devanur~~Brent Kelton
		~~Giri Devanur~~Brent Kelton
		~~President and~~ Chief Executive Officer (Principal Executive Officer)


	By:	/s/ ~~Viraj Patel~~Barry Kostiner
		~~Viraj Patel~~Barry Kostiner
		Chief Financial Officer (Principal Accounting Officer)

	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016

Revenue	$	12,529,928		$	10,058,558		$	37,139,114		$	23,758,460
Cost of revenue		9,966,490			8,361,960			28,941,535			18,897,059
Gross profit		2,563,438			1,696,598			8,197,579			4,861,401

Operating expenses
Selling and marketing		402,846			137,024			1,170,051			401,487
General and administration		5,283,059			1,326,327			12,389,581			5,316,390
Acquisition related expenses		5,694			1,015,558			390,174			1,630,778
Depreciation and amortization		817,284			509,377			2,332,041			722,390
Operating expenses		6,508,883			2,988,286			16,281,847			8,071,045
Operating income (loss)		(3,945,445	)		(1,291,688	)		(8,084,268	)		(3,209,644	)
Interest expenses		(132,973	)		(290,423	)		(388,122	)		(674,683	)
Changes in estimates		-			-			400,000			-
Others, net		17,446			(195,518	)		21,921			(197,679	)
Income (loss) before income taxes		(4,060,972	)		(1,777,629	)		(8,050,469	)		(4,082,006	)
Tax benefit / (provision)		-			-			-			-
Income after income taxes		(4,060,972	)		(1,777,629	)		(8,050,469	)		(4,082,006	)
Net income attributable to non-controlling interest		(6,632	)		-			(18,504	)		-
Net income (loss) attributable to the Company		(4,067,604	)		(1,777,629	)		(8,068,973	)		(4,082,006	)
Dividend on preferred stock		(541,864	)		-			(1,546,655	)		-
Net loss attributable to common stock holders		(4,609,468	)		(1,777,629	)		(9,615,628	)		(4,082,006	)
Other comprehensive income (loss), net of tax		-			-			-			-
Foreign exchange translation		(14,234	)		59,079			(11,084	)		(6,619	)
Comprehensive income/(loss)	$	(4,623,702	)	$	(1,718,550	)	$	(9,626,712	)	$	(4,088,625	)
Comprehensive income/(loss) attributable to the Company		(4,617,070	)		(1,718,550	)		(9,608,208	)		(4,088,625	)
Comprehensive income/(loss) attributable to the non-controlling interest		(6,632	)		-			(18,504	)		-
	$	(4,623,702	)	$	(1,718,550	)	$	(9,626,712	)	$	(4,088,625	)

Basic income (loss) per share	$	(0.31	)	$	(0.13	)	$	(0.66	)	$	(0.32	)
Diluted income (loss) per share	$	(0.31	)	$	(0.13	)	$	(0.66	)	$	(0.32	)

Basic weighted average number of common shares outstanding		14,715,947			13,653,586			14,472,322			12,794,149
Diluted weighted average number of common shares outstanding		14,715,947			13,653,586			14,472,322			12,794,149

	Nine Months Ended September 30,
	2017			2016

Cash flow from operating activities
Comprehensive income/(loss)	$	(9,626,712	)	$	(4,088,625	)
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities
Depreciation and amortization		2,332,041			722,390
Provision for Preference dividend		1,546,655			-
Changes in estimate of contingent consideration		(400,000	)		-
Stock, option, restricted stock unit and warrant expense		5,167,358			945,959
Foreign exchange translation adjustment		11,085			-
Changes in assets and liabilities:
Increase (decrease) in:
Accounts receivable		(1,107,178	)		(2,852,778	)
Other current assets		(779,097	)		(285,831	)
Increase (decrease) in:
Accounts payable and accrued expenses		1,056,277			2,561,321
Net cash provided by (used in) operating activities		(1,799,571	)		(2,997,564	)
Cash flow from investing activities
Purchase of fixed assets		(7,797	)		3,261,617
Acquisition consideration		(694,711	)		(8,779,040	)
Investments		-			82,908
Net cash used in investing activities		(702,508	)		(5,434,515	)
Cash flow from financing activities
Proceeds from bank loan and convertible notes, net		1,966,296			4,467,879
Additional stock issued		-			5,000,000

Net cash provided by financing activities		1,966,296			9,467,879
Net increase (decrease) in cash and cash equivalents		(535,783	)		1,035,800
Cash and cash equivalents as at beginning of the period		1,379,887			1,878,034
Cash at the end of the period	$	844,104		$	2,913,834

	September 30, 2017			December 31, 2016

Capitalized intangible assets		$	12,517,628		$	10,074,546
Accumulated amortization			2,264,247			1,309,842
Total intangible assets		$	10,253,381		$	8,764,704

Years ending December 31,	Amount
2017	$	665,859
2018		2,955,873
2019		2,727,968
2020		2,652,000
2021		1,251,681
Total	$	10,253,381

	Three Months Ended September 30, 2017	Three Months Ended September 30, 2016	Increase (Decrease)
Ameri & Partners	1.41	2.07	(0.66)
Ameri Georgia	4.64	4.38	0.26
Bigtech	0.31	0.31	0.00
Ameri Arizona	3.09	3.28	(0.19)
Ameri California	3.07	-	3.07
Total	12.53	10.06	2.47

	Nine Months Ended September 30, 2017	Nine Months Ended September 30, 2016	Increase (Decrease)
Ameri & Partners	4.77	5.53	(0.76)
Ameri Georgia	14.82	14.62	0.20
Bigtech	0.82	0.31	0.51
Ameri Arizona	10.12	3.28	6.84
Ameri California	6.60	-	6.60
Total	37.14	23.76	13.38