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
|
(972) 943-6050
|
|
(Address of Principal Executive Offices)
|
(Issuer’s Telephone Number) | |
Exhibit No.
|
Date of Document
|
Name of Document
|
|||
2.0
|
09/27/07
|
Securities Exchange Agreement by and between Ecogate, Inc., CareView Communications, Inc. and Shareholders of CareView Communications, Inc.
(1)
|
|||
3.0
|
07/08/97
|
Articles of Incorporation filed in State of California under Purpose, Inc.
(1)
|
|||
3.1
|
04/30/99
|
Certificate of Amendment filed in State of California (to change name to Ecogate, Inc. and to increase authorized shares to 100,000 shares)
(1)
|
|||
3.2
|
04/03/01
|
Certificate of Amendment filed in State of California (to (i) increase the capital stock of the Company to 25,000,000 shares at no par value [20,000,000 authorized common shares and 5,000,000 authorized preferred shares], and (ii) to add provisions for indemnification for officers and directors)
(1)
|
|||
3.3
|
08/05/04
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to increase the capital stock of the Company to 105,000,000 shares at no par value [100,000,000 authorized common shares and 5,000,000 authorized preferred shares])
(1)
|
|||
3.4
|
09/20/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to increase the capital stock of the Company to 320,000,000 shares at no par value [300,000,000 authorized common shares and 20,000,000 authorized preferred shares])
(1)
|
3.5
|
09/25/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to designate 1,000,000 shares of Series A Preferred
(1)
|
|||
3.6
|
09/25/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to designate 3,000,000 shares of Series B Preferred Stock)
(1)
|
|||
3.7
|
10/30/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to change name to CareView Communications, Inc.)
(1)
|
|||
3.8
|
11/06/07
|
Notice of Conversion filed in State of Nevada (to convert CareView Communications, Inc. from a California corporation to a Nevada corporation)
(1)
|
|||
3.9
|
11/06/07
|
Articles of Incorporation for CareView Communications, Inc. filed in State of Nevada
(1)
|
|||
3.10
|
11/21/07
|
Domestic Stock Corporation Certificate of Election to Wind Up and Dissolve filed in State of California
(1)
|
|||
3.11
|
11/21/07
|
Domestic Stock Corporation Certificate of Dissolution filed in State of California
(1)
|
|||
3.12
|
n/a
|
Bylaws of CareView Communications, Inc., a Nevada corporation
(1)
|
|||
10.00
|
02/28/05
|
Subscription and Investor Rights Agreement
(1)
|
|||
10.01
|
n/a
|
Products and Services Agreement (a/k/a Hospital Agreement), form of
(1)
|
|||
10.02
|
09/15/06
|
Promissory Note, form of
(1)
|
|||
10.03
|
08/16/07
|
Purchase Agreement between the CareView-TX and Cole Investment Hospital Group, LLC (for IP purchase)
(1)
|
|||
10.07
|
10/17/07
|
Subordinated Convertible Note, form of
(1)
|
|||
10.08
|
10/29/07
|
Assignment and Assumption Agreement and Consent
(1)
|
|||
10.09
|
12/03/07
|
CareView Communications, Inc. 2007 Stock Incentive Plan
(1)
|
|||
10.10
|
12/03/07
|
Non-Qualified Stock Option, form of
(1)
|
|||
10.11
|
12/13/07
|
Audit Committee Charter
(1)
|
|||
10.12
|
12/13/07
|
Compensation Committee Charter
(1)
|
|||
10.14
|
02/13/08
|
Advisory Board Charter
(1)
|
|||
10.15
|
05/20/08
|
Investment Banking Services Agreement with Peak Securities Corporation
(1)
|
|||
10.16
|
n/a
|
Stock Purchase Agreement, form of
(1)
|
|||
10.17
|
10/01/08
|
Agreement with Develo Financial Group, LLC
(1)
|
|||
10.25
|
10/02/08
|
6% Promissory Note, form of
(1)
|
|||
10.26
|
10/02/08
|
Common Stock Purchase Warrant, form of
(1)
|
|||
10.27
|
10/06/08
|
Investment Banking Services Agreement with William Blair & Company
(1)
|
|||
10.29
|
04/28/09
|
Promissory Note to David Webb for $83,333
(1)
|
|||
10.30
|
04/28/09
|
Promissory Note to Allen Wheeler for $83,333
(1)
|
|||
10.31
|
05/01/09
|
Agreement with Develo Financial Group, LLC
(1)
|
|||
10.32
|
05/29/09
|
Promissory Note to S. J. Capital, LLC for $1,500
(1)
|
|||
10.33
|
05/29/09
|
Amendment Agreement with Noteholders of 6% Promissory Notes
(1)
|
|||
10.34
|
06/01/09
|
Webb & Webb Retainer Agreement
(1)
|
|||
10.35
|
06/03/09
|
Promissory Note to David Webb for $30,000
(1)
|
|||
10.36
|
06/03/09
|
Promissory Note to Steve Johnson for $20,000
(1)
|
|||
10.37
|
06/16/09
|
Promissory Note to Recap Group, LLC for $20,000
(1)
|
|||
10.38
|
07/18/09
|
Cooperative Agreement with Mann Equity, LLC
(1)
|
|||
10.39
|
08/25/09
|
Amendment Agreement with Noteholder of 6% Promissory Note
(1)
|
|||
10.40
|
09/01/09
|
Consulting Agreement with Develo Financial Group, LLC
(1)
|
|||
10.41
|
09/09/09
|
Investment Banking Agreement with National Securities Corporation
(1)
|
|||
10.42
|
09/11/09
|
CareView Communications, Inc. 2009 Stock Incentive Plan
(1)
|
|||
10.43
|
10/01/09
|
Commercial Lease Agreement (for Lewisville location)
(1)
|
|||
10.44
|
11/16/09
|
Rockwell JV – Master Investment Agreement
(1)
|
|||
10.45
|
11/16/09
|
Rockwell JV – Project Hospital Contract Assignment, form of
(1)
|
|||
10.46
|
11/16/09
|
Rockwell JV – Project Escrow Deposit Agreement, form of
(1)
|
|||
10.47
|
11/16/09
|
Rockwell JV – Limited License of Intellectual Property Rights,, form of
(1)
|
|||
10.48
|
11/16/09
|
Rockwell JV – Project Note, form of
(1)
|
|||
10.49
|
11/16/09
|
Rockwell JV – Amended and Restated Project Note, form of
(1)
|
|||
10.50
|
11/16/09
|
Rockwell JV – Project LLC Operating Agreement, form of
(1)
|
|||
10.51
|
11/16/09
|
Rockwell JV – Project Security Agreement, form of
(1)
|
|||
10.52
|
11/16/09
|
Rockwell JV – Project Services Subcontract Agreement, form of
(1)
|
|||
10.53
|
11/16/09
|
Rockwell JV – Project Warrant, form of
(1)
|
10.54
|
01/14/10
|
Extension Agreement with Noteholders of Bridge Loans
(1)
|
|||
10.55
|
01/29/10
|
Master Lease between the Company and Fountain Fund 2 LP
(1)
|
|||
10.56
|
01/09/10
|
Distribution Agreement between the Company and Foundation Medical
(1)
|
|||
10.57
|
04/13/10
|
Letter of Intent between the Company and AFH Holding and Advisory, LLC, Discovery Medical Investments, LLC and Mann Equity, LLC
(1)
|
|||
10.58
|
04/15/10
|
Addendum to Cooperative Agreement with Mann Equity, LLC
(1)
|
|||
10.59
|
05/26/10
|
Letter of Intent between the Company and Weigao Holding
(1)
|
|||
10.60
|
07/29/10
|
Amendment Agreement between the Company and AFH Holding and Advisory, LLC, Discovery Medical Investments, LLC and Mann Equity, LLC
(1)
|
|||
10.61
|
06/21/10
|
Indemnification Agreement, form of
(1)
|
|||
10.62
|
06/29/10
|
First Amendment to Commercial Lease Agreement
(1)
|
|||
10.63
|
08/17/10
|
Letter of Waiver from Tommy G. Thompson
(1)
|
|||
10.64
|
09/20/10
|
Revocation and Substitution Agreement
(1)
|
|||
10.65
|
09/20/10
|
Agreement Regarding Gross Income Interests with Tommy G. Thompson
(1)
|
|||
10.66
|
09/20/10
|
Agreement Regarding Gross Income Interests with Gerald L. Murphy
(1)
|
|||
10.67
|
09/20/10
|
Agreement Regarding Gross Income Interests with Dennis M. Langley
(1)
|
|||
10.68
|
11/01/10
|
Promissory Note with Plato & Associates, LLC
(2)
|
|||
10.69
|
12/17/10
|
Consulting Agreement with Gregory Mastroieni
(3)
|
|||
10.70
|
12/17/10
|
Common Stock Purchase Warrant to Gregory Mastroieni
(3)
|
|||
10.72
|
04/21/11
|
Note and Warrant Purchase Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|||
10.73
|
04/21/11
|
Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP
(4)
|
|||
10.74
|
04/21/11
|
Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|||
10.75
|
04/21/11
|
Warrant to Purchase 5,488,456 shares of the Company issued to HealthCor Partners Fund, LP
(4)
|
|||
10.76
|
04/21/11
|
Warrant to Purchase 6,293,403 shares of the Company issued to HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|||
10.77
|
04/21/11
|
Registration Rights Agreements between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|||
10.78
|
04/21/11
|
Pledge and Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|||
10.79
|
04/21/11
|
Intellectual Property Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|||
10.81
|
04/21/11
|
Consulting Agreement with Nick Segal
(5)
|
|||
10.82
|
05/31/11
|
Consulting Agreement with Dennis McGonigal
(5)
|
|||
10.83
|
08/31/11
|
Loan and Security Agreement between Comerica Bank and Bridge Bank and CareView Communications, Inc., a Nevada corporation, CareView Communications, Inc., a Texas corporation, and CareView Operations, LLC, a Texas limited liability company
(6)
|
|||
10.84
|
08/31/11
|
Prime Referenced Rated Addendum between the Company and Comerica Bank as Collateral Agent for the Banks
(6)
|
|||
10.85
|
08/31/11
|
Subordination Agreement between Comerica Bank and HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P.
(6)
|
|||
10.86
|
08/31/11
|
Intellectual Property Security Agreement, form of
(6)
|
|||
10.87
|
08/31/11
|
Warrant issued to Comerica Bank to purchase 714,286 shares of the Company's Common Stock
(6)
|
|||
10.88
|
08/31/11
|
Warrant issued to Bridge Bank to purchase 714,286 shares of Company's Common Stock
(6)
|
|||
10.89
|
11/07/11
|
Separation Agreement and General Release between the Company and John R. Bailey
(7)
|
|||
10.90
|
12/31/11
|
Note and Warrant Amendment Agreement with HealthCor
(8)
|
|||
10.91
|
01/09/12
|
Binding Term Sheet with HealthCor
(9)
|
|||
10.92
|
12/31/11
|
Note and Warrant Amendment Agreement
(2)
|
|||
10.93
|
01/09/12
|
Binding Term Sheet
(3)
|
|||
10.94
|
01/31/12
|
Second Amendment to Note and Warrant Purchase Agreement
(10)
|
|||
10.95
|
01/31/12
|
Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP
(10)
|
|||
10.96
|
01/31/12
|
Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP
(10)
|
10.97
|
01/31/12
|
First Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association
(10)
|
|||
10.98
|
01/31/12
|
Amendment to and Affirmation of Subordination Agreement
(10)
|
|||
10.99
|
03/01/12
|
Sales Consulting Agreement with among the Company, Don Shirley and Foundation Medical, LLC
(11)
|
|||
10.100
|
n/a
|
Insider Trading Policy, form of
(11)
|
|||
10.101
|
n/a
|
Whistleblower Policy
(11)
|
|||
10.102
|
n/a
|
Related Party Transactions Policy
(11)
|
|||
10.103
|
04/29/12
|
Consulting Agreement between the Company and Heartland Energy Partners, LLC
(12)
|
|||
10.104
|
05/04/12
|
Advisory Services Agreement between the Company and Stonegate Securities, Inc.
(12)
|
|||
10.105
|
05/31/12
|
Addendum to Consulting Agreement with Foundation Medical
(13)
|
|||
03/2011
|
|||||
10.107
|
11/02/12 | Release Agreement with Stephen Ecker (14) | |||
14.00
|
n/a
|
2011 Code of Business Conduct and Ethics, form of
(1)
|
|||
14.01
|
n/a
|
2011 Code of Business Ethics for Financial Executives, form of
(1)
|
|||
21.00
|
03/15/12
|
Subsidiaries of the Registrant
(11)
|
|||
02/15/13
|
|||||
02/15/13
|
|||||
02/15/13
|
|||||
02/15/13
|
|||||
101.INS
|
n/a
|
XBRL Instance Document*†
|
|||
101.SCH
|
n/a
|
XBRL Taxonomy Extension Schema Document*†
|
|||
101.CAL
|
n/a
|
XBRL Taxonomy Extension Calculation Linkbase Document*†
|
|||
101.DEF
|
n/a
|
XBRL Taxonomy Extension Definition Linkbase Document*†
|
|||
101.LAB
|
n/a
|
XBRL Taxonomy Extension Label Linkbase Document*†
|
|||
101.PRE
|
n/a
|
XBRL Taxonomy Extension Presentation Linkbase Document*†
|
CAREVIEW COMMUNICATIONS, INC.
|
||
By:
|
/s/ Samuel A. Greco
|
|
Samuel A. Greco
|
||
Chief Executive Officer
|
||
Principal Executive Officer
|
||
By:
|
/s/ Anthony P. Piccin
|
|
Anthony P. Piccin
|
||
Chief Financial Officer
|
||
Principal Financial Officer
|
CareView Communications, Inc. | ||
By: |
/s/ Samuel A. Greco
|
|
Its: |
Samuel A. Greco
Chief Executive Officer |
|
Date: |
03/07/11
|
|
Hospital Management Associates, Inc.
|
||
By: |
/s/ Kelly E. Curry
|
|
Kelly E. Curry
|
||
Its: |
Executive Vice President
|
|
& Chief Financial Officer
|
||
Date: |
03/04/11
|
|
I.
|
Primary Package
|
a.
|
Basic Service
– SecureView, NurseView, PhysicianView, Virtual Bed Rails, CareView Fall Management Program, FacilityView and CareView Ulcer Management Program shall be the Primary Package of product offerings contained within this agreement.
(see Section 2.1 through 2.7)
|
II.
|
Shared Revenue Package
|
a.
|
PatientView
– PatientView, the video conferencing system within the patient room
.
(see Section 3.1)
|
b.
|
NetView
– NetView, the system that allows the patient access to the Internet using a wireless keyboard and the room television or their laptop computer
.
(see Section 3.2)
|
c.
|
MovieView
– MovieView, the system that allows the patient to view movies in the patient room.
(see Section 3.3)
|
d.
|
BabyView
– BabyView, the application that enables mothers to continually monitor their newborn from the Nursery and/or NICU. (see Section 3.4)
|
III.
|
The CareView Broadcast System
– The Provider upon commercial availability will provide the Hospital with the capability to broadcast to each room a variety of educational, informational and service communications to patients and guests alike. The Hospital will be allowed to access the system for:
|
a.
|
Welcome message
– a pre-recorded message from the Hospital CEO welcoming the patient to the facility.
|
b.
|
Pre-procedure Education
– to inform and educate the patient regarding a procedure that is scheduled to be performed (i.e. angioplasty, hip replacement, spine surgery, etc.).
|
c.
|
Patient Condition Education
– to inform and educate the patient regarding a condition they have and suggested lifestyle improvements to live with those conditions (i.e. high blood pressure, diabetes, etc.).
|
d.
|
Discharge message
– a pre-recorded message from the Hospital CEO prior to discharge along with a request to complete the patient satisfaction survey to follow.
|
e.
|
Discharge services
– A variety of discharge services may be desired such as e-scripts to the Hospital owned or local pharmacies, e-ordering home care services, and messaging to the patient’s message board regarding the date.
|
IV.
|
The CareView Broadcast System Conten
t
–
content for the broadcast system will be charged as follows:
|
a.
|
Welcome message
– Provided by the Hospital.
|
b.
|
Pre-procedure Education
– the programs will be made available by the third party provider
.
|
c.
|
Patient Condition Education
– the programs will be made available by the third party provider
.
|
d.
|
Discharge message
– Provided by the Hospital.
|
e.
|
Patient Satisfaction Survey
– this is an optional program customized to fit the Hospital’s needs and will be priced accordingly.
|
f.
|
Discharge services
– this customized option will be charged based on the nature and extent of the request.
|
V.
|
Connectivity Package (optional services)
|
a.
|
EquipmentView and RFID Tracking are services that are customized to each individual facility. To qualify for the Connectivity Package, the Hospital must be on the CareView System for at least six months (see Section 4.1 and 4.2).
|
b.
|
WI-FI Network – WI-FI Network through a series of access points enables the Hospital to wirelessly access the Internet. (See section 4.3)
|
VI.
|
Installation and Training.
|
a.
|
The Provider will provide installation and training to the Hospital as needed. (see Section 5.3, 5.4, and 5.9)
|
Patents
|
|||
[***Omitted***] | |||
Patents Pending
|
|||
[***Omitted***]
|
|||
|
|||
|
|||
If to the Hospital:
|
|
With Copy to | ||
HMA
|
||||
Attention: Chief Financial Officer
|
||||
|
5811 Pelican Bay Boulevard, Suite 500
|
|||
Attn: |
|
Naples, FL 34108
|
||
Oklahoma
|
Medical Center of SE OK
|
Midwest Regional Medical Center
|
Florida
|
Highlands Regional Medical Center
|
Bartow Regional Medical Center
|
Brooksville Medical Center
|
Charlotte Regional Medical Center
|
Fisherman's Hospital
|
Heart of Florida Regional Medical Center
|
Lehigh Regional Medical Center
|
Lower Keys Medical Center
|
Pasco Regional Medical Center
|
Peace River Regional Medical Center
|
Santa Rosa Medical Center
|
Sebastian River Medical Center
|
Seven Rivers Regional Medical Center
|
Spring Hill Regional Hospital
|
St. Cloud Regional Medical Center
|
Venice Regional Medical Center
|
Physicians Regional - Pine Ridge
|
Physicians Regional – Collier
|
Shands Lake Shore
|
Shands Live Oak
|
Shands Starke
|
Wuesthoff – Melbourne
|
Wuesthoff - Rockledge
|
Alabama
|
Riverview Regional Medical Center
|
Stringfellow Memorial Hospital
|
Arkansas
|
Sparks Regional Medical Center
|
Summit Medical Center
|
Mississippi
|
Biloxi Regional Medical Center
|
Central Mississippi Regional Med Center
|
Gilmore Memorial Regional Medical Center
|
Madison County Medical Center
|
Nachez Coummunity Hospital
|
Northwest Mississippi Regional Medical
Center
|
River Oaks Hospital
|
Woman's Hospital
|
North Carolina
|
Davis Regional Medical Center
|
Lake Norman Regional Medical Center
|
Sandhills Regional Medical Center
|
Carolina Pines Medical Center
|
South Carolina
|
Chester Regional Medical Center
|
Tennessee
|
Harton Regional Medical Center
|
Jamestown Regional Medical Center
|
University Medical Center
|
University Medical Center McFarland Campus
|
Missouri
|
Poplar Bluff Regional Medical Center - North
|
Poplar Bluff Regional Medical Center - South
|
Twin Rivers Regional Medical Center
|
Texas
|
Dallas Regional Medical Center
|
Georgia
|
Barrow Regional Medical Center
|
East Georgia Regional Medical Center
|
Walton Regional Medical
|
Kentucky
|
Palu B. Hall Regional Medical Center
|
West Virginia
|
Williamson Memorial Hospital
|
Washington
|
Toppenish Community Hospital
|
Yakima Regional Medical Center
|
Pennsylvania
|
Carlisle Regional Medical Center
|
Heart of Lancaster Regional Medical Center
|
Lancaster Regional Medical Center
|
If to Licensor:
|
Samuel Greco, CEO
|
|
CareView Communications Inc.
|
||
405 Highway 121, Suite B-240
|
||
Lewisville, TX 75067
|
||
Copy to:
|
John Bailey, CFO
|
|
CareView Communications Inc.
|
||
405 Highway 121, Suite B-240
|
||
Lewisville, TX 75067
|
||
If to Licensee:
|
Hospital Management Associates, Inc.
|
|
Attn: General Counsel
|
||
5811 Pelican Bay Blvd.
|
||
Naples, FL 34108
|
||
LICENSOR:
|
||
CareView Communications, Inc.,
|
||
a Texas corporation
|
||
By:
|
/s/ Samuel A. Greco
|
|
Samuel A. Greco
|
||
Its:
|
Chief Executive Officer
|
|
LICENSEE:
|
||
Hospital Management Associates, Inc.
|
||
a Florida corporation
|
||
By:
|
/s/ Kelly E. Curry
|
|
Kelly E. Curry
|
||
Its:
|
Executive Vice President
|
|
& Chief Financial Officer
|
||
(1)
|
I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 15, 2013
|
/s/ Samuel A. Greco
|
|
Samuel A. Greco
|
||
Chief Executive Officer
|
||
Principal Executive Officer
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 15, 2013 |
/s/ Anthony P. Piccin
|
|
Anthony P. Piccin
|
||
Chief Financial Officer
Principal Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|