Ameri Holdings Inc. (AMRH)

[db7]

8k excerpt, "Item 3.02. Unregistered Sales of Equity Securities.


On January 15, 2014 Spatializer Audio Laboratories, Inc. (the “Company”) issued 3,267,974 shares of its common stock, $0.01 par value, in a private placement to Lone Star Value Investors, LP (“Lone Star”) at $0.0153 per share for total proceeds of $50,000. No underwriting discounts or commissions were paid in connection with the issuance of the Company’s common stock. The issuance of such shares of the Company’s common stock was deemed exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act. Each stock certificate shall bear the appropriate restrictive legend. Jeffrey E. Eberwein is the manager of Lone Star’s general partner and is the president, chief executive officer and a director of the Company; Lone Star thus had adequate access to information about the Company. Lone Star is an accredited investor, as defined under Rule 501 of the Securities Act. None of the securities issued is convertible."