** **

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K/A**

 

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**AMENDMENTTO ANNUAL REPORT ON FORM 10-K**

**FILEDPURSUANT TO SECTION 13 OR 15(d)**

**OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended October 31, 2007**

 

**BIO-REFERENCELABORATORIES, INC.**

[Exact name of Registrant as specified in its charter]

 

**Commission file number 0-15266**

 

**AMENDMENT NO. 1**

 

The undersigned Registranthereby amends the following items of its Annual Report on Form 10-K forthe fiscal year ended October 31, 2007 as set forth in the pages attachedhereto:

 
| Item  8.  |   | Financial  Statements and Supplementary Data                                                            |
|-----------|--------|---------------------------------------------------------------------------------------------------------|
|      |   | Revised  “Report of Independent Registered Public Accounting Firm”                            |
|      |   |                                                                                                    |
| Item  15. |   | Exhibits  and Financial Statement Schedules                                                             |
|      |   | Updated  Exhibit 23.1 – “Consent of Independent Registered Public Accounting  Firm” |

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the Registrant has duly caused thisamendment to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
|   | **BIO-REFERENCE  LABORATORIES, INC.**                                          |
|--------|--------------------------------------------------------------------------------|
|   |            [Registrant] |

 

Date:November 24, 2008

 
|   | By     |   /S  Sam Singer                  |
|--------|--------|---------------------------------------------|
|   |   | Sam  Singer                                 |
|   |   | Senior  Vice President                      |
|   |   | Principal  Financial and Accounting Officer |

 

 

 

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

To the Board of Directors andShareholders of    Bio Reference Laboratories, Inc.   Elmwood Park, New Jersey

 

Wehave audited the accompanying consolidated balance sheets of Bio ReferenceLaboratories, Inc. and its subsidiaries as of October 31, 2007 and2006, and the related consolidated statements of operations, shareholders’equity, and cash flows for each of the three fiscal years in the period ended October 31,2007. We also have audited Bio Reference Laboratories, Inc. internalcontrol over financial reporting as of October 31, 2007, based on criteriaestablished in “Internal Control— Integrated Framework” issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO). Bio ReferenceLaboratories, Inc.’s management is responsible for these consolidatedfinancial statements, for maintaining effective internal control over financialreporting, and for its assessment of the effectiveness of internal control overfinancial reporting. Our responsibility is to express an opinion on theseconsolidated financial statements, an opinion on management’s assessment, andan opinion on the effectiveness of the Company’s internal control overfinancial reporting based on our audits.

 

Weconducted our audits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audits to obtain reasonable assurance about whether theconsolidated financial statements are free of material misstatement and whethereffective internal control over financial reporting was maintained in allmaterial respects. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the consolidated financialstatements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallconsolidated financial statement presentation. Our audit of internal controlover financial reporting included obtaining an understanding of internalcontrol over financial reporting, evaluating management’s assessment, testingand evaluating the design and operating effectiveness of internal control, andperforming such procedures as we considered necessary in the circumstances. Webelieve that our audits provide a reasonable basis for our opinions.

 

Acompany’s internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Becauseof its inherent limitations, internal control over financial reporting may notprevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

Inour opinion, the consolidated financial statements referred to above presentfairly, in all material respects, the consolidated financial position of BioReference Laboratories, Inc. as of October 31, 2007 and 2006, and theconsolidated results of their operations and their cash flows for each of thethree fiscal years in the period ended October 31, 2007, in conformitywith accounting principles generally accepted in the United States of America.Also in our opinion, Bio Reference Laboratories, Inc. maintained effectiveinternal control over financial reporting as of October 31, 2007, based oncriteria established in “Internal Control—Integrated Framework” issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO).

 
|                 | /s/  Moore Stephens, P.C.     |
|----------------------|-------------------------------|
|                 | MOORE  STEPHENS, P.C.         |
|                 | Certified  Public Accountants |
|                 |                          |
| Cranford, New Jersey |                          |
| January 4, 2008      |                          |

 

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