**SECURITIES AND 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**

**FILED PURSUANTTO SECTION 13 OR 15(d)**

**OF THESECURITIES EXCHANGE ACT OF 1934**

 

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

 

**BIO-REFERENCE LABORATORIES, INC.**

[Exact name of Registrant as specified in itscharter]

 

**Commission file number 0-15266**

 

**AMENDMENT NO. 2**

 

The undersigned Registrant hereby amends the following items of itsAnnual Report on Form 10-K for the fiscal year ended October 31, 2007as set forth in the pages attached hereto:

 

Item 8.    FinancialStatements and Supplementary DataRevised “Report of Independent Registered Public Accounting Firm”

 

Item 15.  Exhibitsand Financial Statement SchedulesUpdated Exhibit 23.1 — “Consent of Independent Registered PublicAccounting Firm”

 

Pursuant to the requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this amendment to be signed on its behalf by theundersigned thereunto duly authorized.

 
| ** **                  | ** ** | **BIO-REFERENCE  LABORATORIES, INC.** |                                       |
|-----------------------------|------------|---------------------------------------|--------------------------------------------|
|                        |       | [Registrant]                          |                                       |
|                        |       |                                  |
| Date: January 28, 2009 |       |                                  |
|                        |       |                                  |
|                        | By         | /S/ Sam Singer                        |
|                        |       |                                  | Sam Singer                                 |
|                        |       |                                  | Senior Vice President                      |
|                        |       |                                  | Principal Financial and Accounting Officer |
|                             |            |                                       |                                            |  |  |  |

 

 

 

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**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

To the Board of Directorsand Shareholders of

Bio Reference Laboratories, Inc.

Elmwood Park, New Jersey

 

We have audited theaccompanying consolidated balance sheets of Bio Reference Laboratories, Inc.and its subsidiaries as of October 31, 2007 and 2006, and the related consolidatedstatements of operations, shareholders’ equity, and cash flows for each of thethree fiscal years in the period ended October 31, 2007.  We also have audited Bio ReferenceLaboratories, Inc. internal control over financial reporting as of October 31,2007, based on criteria established in“Internal Control— Integrated Framework” issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO).  Bio Reference Laboratories, Inc.’smanagement is responsible for these consolidated financial statements, formaintaining effective internal control over financial reporting, and for itsassessment of the effectiveness of internal control over financial reporting.Our responsibility is to express an opinion on these consolidated financialstatements, an opinion on management’s assessment, and an opinion on theeffectiveness of the Company’s internal control over financial reporting basedon our audits.

 

We conducted our audits inaccordance with the standards of the Public Company Accounting Oversight Board(United States).  Those standards requirethat we plan and perform the audits to obtain reasonable assurance aboutwhether the consolidated financial statements are free of material misstatementand whether effective internal control over financial reporting was maintainedin all material respects.  An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the consolidated financial statements. An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall consolidated financial statementpresentation.  Our audit of internalcontrol over financial reporting included obtaining an understanding ofinternal control over financial reporting, evaluating management’s assessment,testing and evaluating the design and operating effectiveness of internalcontrol, and performing such procedures as we considered necessary in thecircumstances.  We believe that ouraudits provide a reasonable basis for our opinions.

 

A company’s internal controlover financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles.  Acompany’s internal control over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Because of its inherentlimitations, internal control over financial reporting may not prevent ordetect misstatements.  Also, projectionsof any evaluation of effectiveness to future periods are subject to the riskthat controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, theconsolidated financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of Bio ReferenceLaboratories, 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 ofAmerica.  Also in our opinion, BioReference Laboratories, Inc. maintained, in all material respects,effective internal control over financial reporting as of October 31,2007, based on criteria established in“Internal Control—Integrated Framework” issued by the Committee of SponsoringOrganizations 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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