CAREVIEW COMMUNICATIONS INC : Amendments to Registrant’s Certifying Accounts, Financial Statements and Schedules (Form 8-K) | Panda Anku

Point 4.01 Changes in the registrant’s certifying accountant

(a) Dismissal of the main independent registered accounting firm

On August 24, 2022 (the “Dismissal Date”), the Audit Committee (the “Audit Committee”) of the Board of Directors of CareView Communications, Inc.(“we” or the “Company”) approved the dismissal of BDO USA LLP (“BDO”), effective immediately, as the Company’s principal independent public accounting firm of record.

The BDO reports on the company’s consolidated financial statements for the past financial years December 31, 2021 and 2020, prepared in accordance with generally accepted accounting principles in the United States of America
(“GAAP”) did not contain an adverse audit opinion or a waiver of opinion and were not qualified or modified with respect to uncertainty, audit scope or accounting policy, except that BDO’s audit report for the financial years 2021 and 2020 includes an explanatory paragraph regarding the company’s ability continue as a going concern.

In the past financial years December 31, 2021 and 2020 and up to the date of dismissal there were: (i) no disputes with BDO relating to any accounting principle or practice, financial statement disclosures or audit scope or procedures which, if not resolved to the satisfaction of BDO, would have caused it to resolve in to indicate so in its reports on the Company’s annual accounts for those years; and (ii) no “reportable events” within the meaning of Article 304(a)(1)(v) of Regulation SK, except for material weaknesses disclosed in the Company’s Forms 10-K for the financial years ended December 31, 2021 and 2020 and Form 10-Qs for the periods ended March 31, 2022 and June 30, 2022in relation to the company’s internal control over financial reporting.

For the elapsed period June 30, 2022Management determined that the Company did not have effective control over the identification and measurement of GAAP, revenue, debt and income tax transactions due to a lack of technical expertise.

• Due to a lack of accounting resources, it was found that the company had

   inadequate segregation of duties in place of reporting and other management
   oversight. Specifically, the accounting personnel had responsibility for
   initiating transactions in the financial statement areas of revenues, equity,
   payroll, debt, and financial reporting, recording transactions, and preparing
   financial reports.

• Additionally in the past year December 31, 2021Management identified a

   material weakness in the segregation of information technology ("IT") systems
   that support the Company's financial reporting processes due to a lack of IT
   resources.



For the elapsed period March 31, 2022Management determined that the company did not have an effective system of internal control over financial reporting at this time March 31, 2022due to the following material weaknesses:

• It was determined that the company did not have effective control over the

Identification and evaluation of GAAP, transactions in the areas

Revenue, debt and income taxes due to lack of technical expertise.

• Due to a lack of accounting resources, it was found that the company had

insufficient segregation of duties instead of reporting and other administration

At sight. In particular, the accounting staff was responsible for this

Initiation of transactions in the areas of sales, equity,

Payroll, debt and financial reporting, transaction recording and preparation

   financial reports.




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For the past financial year December 31, 2021Management determined that the company did not have an effective system of internal control over financial reporting at this time December 31, 2021due to the presence of the following material weaknesses:

• It was determined that the company does not have effective control over the

   identification and evaluation of the GAAP accounting for certain complex
   transactions in the areas of revenues, debt, and income taxes, due to a lack of
   technical expertise.

• Due to a lack of accounting resources, it was found that the company had

   inadequate segregation of duties in place related to its financial reporting
   and other management oversight. Specifically, the accounting personnel had
   responsibility for initiating transactions in the financial statement areas of
   revenues, equity, payroll, debt, and financial reporting, recording
   transactions, and preparing financial reports.

• Additionally in the past year December 31, 2021Management identifies a

   material weakness in the segregation of duties and user access in certain
   information technology ("IT") systems that support the Company's financial
   reporting processes due to a lack of IT resources.



For the past financial year December 31, 2020management had determined that the company did not have effective internal control over financial reporting at this time December 31, 2020due to the presence of the following material weaknesses:

• Due to a lack of accounting resources, it was found that the company had

   inadequate segregation of duties in place related to its financial reporting
   and other management oversight. Specifically, the accounting manager had
   responsibility for initiating transactions in the financial statement areas of
   revenues, equity, payroll, debt, and financial reporting, recording
   transactions, and preparing financial reports. To remediate this material
   weakness, the Company is in the process of identifying and employing additional
   full-time accounting personnel to join the corporate accounting function in
   order to enhance overall monitoring and accounting oversight within the
   Company, and



• It was determined that the company did not have effective control over the

   identification and evaluation of the GAAP accounting for certain complex
   transactions due to a lack of technical expertise. Specifically, related to the
   recording of revenues, debt, income taxes, and other complex financial
   transactions. To remediate this material weakness, the Company has identified
   and engaged a third-party subject matter expert to assist with the preparation
   of accounting for and reporting of these complex transactions. The Company has
   hired a Certified Public Accountant to have oversight of these transactions.



The Company provided BDO with a copy of the disclosure it makes herein in response to Section 304(a) of Regulations SK and requested BDO to provide the Company with a copy of its letter addressed to Securities and Exchange Commission (“SEC”) pursuant to Article 304(a)(3) of the Regulations SK, specifying whether BDO agrees with the statements made by the Company in this current report on Form 8-K in response to Article 304(a) of the Regulations SK . A copy of the letter from BDO to the SEC dated August 26, 2022is attached to this current report on Form 8-K as Exhibit 16.1.

(b) Appointment of a new independent registered accounting firm

On August 24, 2022named the audit committee Rosenberg Rich Baker Berman, PA. (“RRBB”) as the Company’s principal independent registered public accounting firm, whose appointment became effective on the Dismissal Date. Prior to engaging RRBB, neither the Company nor anyone acting on its behalf had consulted with RRBB regarding (1) the application of accounting standards to a specific completed or proposed transaction or the type of audit opinion that could be provided for the Company’s financial statements or the effectiveness of internal control over financial reporting, and the Company was not provided with a written report or oral advice that led RRBB to conclude that this was an important factor considered by the Company in making accounting, auditing decisions or financial reporting (2) any matter that has been the subject of a disagreement within the meaning of Article 304(a)(1)(iv) of Regulation SK, or (3) any reportable event within the meaning of Article 304(a)(1 )(v) of Regulation SK.



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Item 9.01 Financial Statements and Appendices.




(d) Exhibits



Exhibit No.   Description

  16.1        Letter from BDO USA LLP dated August 26, 2022 to the Securities and
              Exchange Commission regarding change in certifying accountant.




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