UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



(Mark
One)



☒

ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended: December 31, 2016



☐

TRANSITION
REPORT UNDER 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



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

Common
Stock, Par Value $0.001

(Title
of class)



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 and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted 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 and post 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, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



| | Large accelerated filer  ☐                   |  | Accelerated filer  ☐        
| | -------------------------------------------- |  | ----------------------------
| |                                              |  |                             
| | Non-accelerated filer  ☐                     |  | Smaller reporting company  ☒
| | (Do not check if smaller reporting company.) |  |                             



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



The
aggregate market value of the voting common stock held by non-affiliates of the registrant (105,738,541 shares) based on the closing
price of the registrant’s common stock as reported on OTCQB on June 30, 2016, which was the last business day of the registrant’s
most recently completed second fiscal quarter, was $14,803,396. For purposes of this computation, all officers, directors, and
10% beneficial owners of the registrant are deemed to be affiliates.



The
number of shares outstanding of the registrant’s common stock as of March 31, 2016 was 139,380,748.



DOCUMENTS
INCORPORATED BY REFERENCE:



None.













EXPLANATORY
NOTE



This
Amendment No. 1 (the “Amendment”) to CareView Communications, Inc.’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2016, filed with the Securities and Exchange Commission on March 31, 2017 (the “Original Form 10-K”),
is being filed with the limited purpose of amending the Report of Independent Registered Public Accounting Firm appearing on page
F-1 of the Original Form 10-K to correct a scrivener’s error with respect to the date thereof. This Amendment does not amend
or otherwise update any of information in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with
the Original Form 10-K. The Report of Independent Registered Public Accounting Firm filed with this Amendment, replaces the report
file with the Original Form 10-K in its entirety.



2









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:  April 3, 2017



| | CAREVIEW COMMUNICATIONS, INC.
| | -----------------------------
| |                              
| | By:                          
| |                              
| |                              
| |                              
| |                              
| | By:                          
| |                              
| |                              
| |                              







3











Report
of Independent Registered Public Accounting Firm





Board
of Directors and Stockholders
CareView Communications, Inc.

Lewisville,
TX



We
have audited the accompanying consolidated balance sheets of CareView Communications, Inc. as of December 31, 2016 and 2015 and
the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the
period ended December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, 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. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of CareView Communications, Inc. at December 31, 2016 and 2015, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United
States of America.







/s/
BDO USA, LLP



Dallas,
TX

March 31, 2017





F-1