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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: December 31, 2023
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from________ to ___________
 
Commission File No.: 000-54090
 
CAREVIEW COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada 95-4659068
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 
405 State Highway 121, Suite B-240, Lewisville, TX 75067
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (972) 943-6050
 
Securities registered pursuant to Section 12(b) of the Exchange Act: None
 
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share
CRVW
OTC Markets
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
 
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
 
 
 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company," and "emerging growth 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 31(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
 
The aggregate market value of the common stock held by non-affiliates of the registrant at June 30, 2023 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $35,032,845. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
 
As of March 29, 2024, the registrant had 583,880,748 outstanding shares of common stock, $0.001 par value, which is its only class of common stock.
 
Rosenberg Rich Baker Berman P.A., Somerset, New Jersey, PCAOB ID#089
 
 
 
 
EXPLANATORY NOTE
 
When CareView Communications, Inc. (the “Company”) filed its Annual Report on Form 10K for year ended December 31, 2023, it erred by not including the signed version of the auditors’ report. This Annual Report on Form 10-K/A (Amendment No. 1) is being filed solely for the purpose of providing the signed auditor’s report.
 
ITEM 15.         Exhibits and Financial Statement Schedules.
 
10.01
03/27/24
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)*
_______________________
*Filed herewith.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
DATE: July 11, 2024                                             
 
CAREVIEW COMMUNICATIONS, INC.
By:
/s/ Steven G. Johnson
Steven G. Johnson
Chief Executive Officer
Principal Executive Officer
 
  By: /s/ Jason T. Thompson  
   
Jason T. Thompson
Principal Financial Officer         
Chief Accounting Officer
  
 
 

Exhibit 10.01

 

 a01.jpg

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and

Stockholders of Careview Communications, Inc.

 

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Careview Communications, Inc. (the Company) as of the years ended December 31, 2023 and 2022, and the related statements of operations, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt about the Company's Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company outlines the net losses, cash outflows, and working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

"RRBB" is the brand name under which Rosenberg Rich Baker Berman, P.A. and RRBB Advisors, LLC, and its subsidiary entities, including CFO Financial Partners LLC, provide professional services. Rosenberg Rich Baker Berman, P.A. and RRBB Advisors, LL (and its subsidiary entities) practice as an alternative practice structure in accordance with the AJCPA Code of Professional Conduct and applicable laws, regulations, and professional standards. Rosenberg Rich Baker Berman, P.A. is a licensed independent CPA firm chat provides attest services to its clients, and RRBB Advisors, LLC, and its subsidiary entities provide tax and business consulting services to their clients. RRBB Advisors, LLC, and its subsidiary entities are not licensed CPA firms.

 

 
 

 

a02.jpg

 

 

To the Board of Directors and

Stockholders of Careview Communications, Inc.

 

 

Critical Audit Matters

 

Critical audit matters are matters ar1s111g from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Revenue recognition

The Company earns sales-based contract revenue from services rendered under specific agreements, which hinge on a third-party reseller who possesses the exclusive authority to engage directly with veteran-owned hospitals. Evaluating the Company's role in these contracts necessitates assessing whether it functions as the principal or agent, a determination that involves analyzing the extent of control the Company wields over the contracts.

 

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating the Company's revenue and revenue recognition policy and related accounts included the following, among others:

 

•

Independent assessment of whether the Company's conclusion that it maintains control in its revenue generating contracts is reasonable, and as such, gross presentation of revenue is appropriate.

 

•

Performed analytical procedures of revenue and cash receipt activities during the year to determine any unusual fluctuations that required fu11her inquiry or substantiation.

 

•

Testing of a sample of revenue transactions during the year, including transactions near year end, to determine the agreed-upon services were completed, and recorded in the appropriate period.

 

•

 

Direct confirmation with significant third parties that were party to these contracts, confirming the contract details, status, nature of the Company's involvement in fulfilling the services and oversight of the projects, and the Company's control over the pricing arrangements for the contracts.

 

 

a03.jpg

 

We have served as the Company's auditor since 2022.

 

Somerset, New Jersey

March 27, 2024

 

 
v3.24.2
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2023
Mar. 29, 2024
Jun. 30, 2023
Document Information [Line Items]      
Entity, Registrant Name CAREVIEW COMMUNICATIONS, INC.    
Current Fiscal Year End Date --12-31    
Document, Fiscal Period Focus FY    
Document, Fiscal Year Focus 2023    
Document, Type 10-K/A    
Document, Annual Report true    
Document, Period End Date Dec. 31, 2023    
Document, Transition Report false    
Entity, File Number 000-54090    
Entity, Incorporation, State or Country Code NV    
Entity, Tax Identification Number 95-4659068    
Entity, Address, Address Line One 405 State Highway 121    
Entity, Address, Address Line Two Suite B-240    
Entity, Address, City or Town Lewisville    
Entity, Address, State or Province TX    
Entity, Address, Postal Zip Code 75067    
City Area Code 972    
Local Phone Number 943-6050    
Title of 12(b) Security Common Stock, $0.001 par value per share    
Trading Symbol CRVW    
Security Exchange Name NONE    
Entity, Well-known Seasoned Issuer No    
Entity, Voluntary Filers No    
Entity, Current Reporting Status Yes    
Entity, Interactive Data, Current Yes    
Entity, Filer Category Non-accelerated Filer    
Entity, Small Business true    
Entity, Emerging Growth Company false    
Entity, Shell Company false    
ICFR Auditor Attestation Flag true    
Document, Financial Statement Error Correction Flag false    
Entity, Public Float     $ 35,032,845
Entity, Common Stock Shares, Outstanding   583,880,748  
Auditor Name Rosenberg Rich Baker Berman P.A.    
Auditor Location Somerset, New Jersey    
Auditor Firm ID 89    
Amendment Description When CareView Communications, Inc. (the “Company”) filed its Annual Report on Form 10K for year ended December 31, 2023, it erred by not including the signed version of the auditors’ report. This Annual Report on Form 10-K/A (Amendment No. 1) is being filed solely for the purpose of providing the signed auditor’s report.    
Amendment Flag true    
Entity, Central Index Key 0001377149    
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