IVD » Topics » REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

These excerpts taken from the IVD 10-K filed Mar 30, 2009.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of IVAX Diagnostics, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of IVAX Diagnostics, Inc. (the “Company”) and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the two years in the period ended December, 31, 2008 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements 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. An audit 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, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

March 30, 2009

 

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Report of Independent Registered Public Accounting Firm

STYLE="margin-top:12px;margin-bottom:0px">To the Board of Directors and Shareholders of IVAX Diagnostics, Inc.:

FACE="Times New Roman" SIZE="2">In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of IVAX Diagnostics, Inc. (the “Company”) and its
subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the two years in the period ended December, 31, 2008 in conformity with accounting principles generally accepted in the United
States of America. 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 of these statements 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. An audit 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, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

March 30, 2009

STYLE="margin-top:0px;margin-bottom:0px"> 


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Table of Contents


Report of Independent Registered Public Accounting Firm

STYLE="margin-top:12px;margin-bottom:0px">To the Board of Directors and Shareholders of IVAX Diagnostics, Inc.:

FACE="Times New Roman" SIZE="2">In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of IVAX Diagnostics, Inc. (the “Company”) and its
subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the two years in the period ended December, 31, 2008 in conformity with accounting principles generally accepted in the United
States of America. 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 of these statements 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. An audit 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, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

March 30, 2009

STYLE="margin-top:0px;margin-bottom:0px"> 


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Table of Contents


Report of Independent Registered Public Accounting Firm

STYLE="margin-top:12px;margin-bottom:0px">To the Board of Directors and Shareholders of IVAX Diagnostics, Inc.:

FACE="Times New Roman" SIZE="2">In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of IVAX Diagnostics, Inc. (the “Company”) and its
subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the two years in the period ended December, 31, 2008 in conformity with accounting principles generally accepted in the United
States of America. 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 of these statements 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. An audit 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, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

March 30, 2009

STYLE="margin-top:0px;margin-bottom:0px"> 


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Report of Independent Registered Public Accounting Firm

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Balance Sheets as of December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Operations for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Notes to Consolidated Financial Statements

 






 (2)FINANCIAL STATEMENT SCHEDULES

All financial
statement schedules have been omitted because the information is either not applicable or not required or because the information is included in our Consolidated Financial Statements or the related Notes to our Consolidated Financial Statements.

 






 (3)EXHIBITS

The following exhibits are either filed
as a part of or furnished with this Annual Report on Form 10-K or are incorporated into this Annual Report on Form 10-K by reference to documents previously filed as indicated below:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 


















































































Exhibit

FACE="Times New Roman" SIZE="1">Number

  

Description

  

Method of Filing

  3.1  Amended and Restated Certificate of Incorporation  Incorporated by reference to our Schedule 14A filed on June 25, 2002.
  3.2  Amended and Restated Bylaws, as Amended  Incorporated by reference to our Form 10-K filed on March 31, 2008.
  4.1  Specimen Common Stock Certificate  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.1  Form of Indemnification Agreement between IVAX Diagnostics, Inc. and each of its directors  Incorporated by reference to our Form 10-K filed on March 31, 2003.
10.2  Use of Name License Agreement, dated March 14, 2001, between IVAX Diagnostics, Inc. and IVAX Corporation  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.3*  Employment Agreement, dated as of March 27, 2009, by and between IVAX Diagnostics, Inc. and Charles Struby  Filed herewith.
10.4*  Employment Agreement, dated as of March 27, 2009 by and between IVAX Diagnostics, Inc. and Kevin Clark  Filed herewith.

 


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Exhibit

FACE="Times New Roman" SIZE="1">Number

  

Description

  

Method of Filing

10.5  1999 Performance Equity Plan  Incorporated by reference to our Form SB-2 filed on October 6, 1999.
10.6  1999 Stock Option Plan  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.7  

Form of Nonqualified Stock Option Agreement

(Employee)

  Incorporated by reference to our Form 10-K filed on March 31, 2005.
10.8  

Form of Nonqualified Stock Option Agreement

SIZE="2">(Non-Employee Director)

  Incorporated by reference to our Form 10-K filed on March 31, 2005.
21.1  Subsidiaries of IVAX Diagnostics, Inc.  Filed herewith.
23.1  Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP  Filed herewith.
31.1  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Filed herewith.
31.2  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Filed herewith.
32.1  Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  **
32.2  Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  **

 





*This exhibit is a management contract or compensatory plan or arrangement which is required to be filed with this Annual Report on Form 10-K by Item 601 of Regulation S-K.

 





**Pursuant to Item 601(b)(32) of Regulation S-K, this exhibit is furnished, rather than filed, with this Annual Report on Form 10-K.
STYLE="margin-top:0px;margin-bottom:0px"> 


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Table of Contents


Report of Independent Registered Public Accounting Firm

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Balance Sheets as of December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Operations for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Notes to Consolidated Financial Statements

 






 (2)FINANCIAL STATEMENT SCHEDULES

All financial
statement schedules have been omitted because the information is either not applicable or not required or because the information is included in our Consolidated Financial Statements or the related Notes to our Consolidated Financial Statements.

 






 (3)EXHIBITS

The following exhibits are either filed
as a part of or furnished with this Annual Report on Form 10-K or are incorporated into this Annual Report on Form 10-K by reference to documents previously filed as indicated below:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 


















































































Exhibit

FACE="Times New Roman" SIZE="1">Number

  

Description

  

Method of Filing

  3.1  Amended and Restated Certificate of Incorporation  Incorporated by reference to our Schedule 14A filed on June 25, 2002.
  3.2  Amended and Restated Bylaws, as Amended  Incorporated by reference to our Form 10-K filed on March 31, 2008.
  4.1  Specimen Common Stock Certificate  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.1  Form of Indemnification Agreement between IVAX Diagnostics, Inc. and each of its directors  Incorporated by reference to our Form 10-K filed on March 31, 2003.
10.2  Use of Name License Agreement, dated March 14, 2001, between IVAX Diagnostics, Inc. and IVAX Corporation  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.3*  Employment Agreement, dated as of March 27, 2009, by and between IVAX Diagnostics, Inc. and Charles Struby  Filed herewith.
10.4*  Employment Agreement, dated as of March 27, 2009 by and between IVAX Diagnostics, Inc. and Kevin Clark  Filed herewith.

 


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Exhibit

FACE="Times New Roman" SIZE="1">Number

  

Description

  

Method of Filing

10.5  1999 Performance Equity Plan  Incorporated by reference to our Form SB-2 filed on October 6, 1999.
10.6  1999 Stock Option Plan  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.7  

Form of Nonqualified Stock Option Agreement

(Employee)

  Incorporated by reference to our Form 10-K filed on March 31, 2005.
10.8  

Form of Nonqualified Stock Option Agreement

SIZE="2">(Non-Employee Director)

  Incorporated by reference to our Form 10-K filed on March 31, 2005.
21.1  Subsidiaries of IVAX Diagnostics, Inc.  Filed herewith.
23.1  Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP  Filed herewith.
31.1  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Filed herewith.
31.2  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Filed herewith.
32.1  Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  **
32.2  Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  **

 





*This exhibit is a management contract or compensatory plan or arrangement which is required to be filed with this Annual Report on Form 10-K by Item 601 of Regulation S-K.

 





**Pursuant to Item 601(b)(32) of Regulation S-K, this exhibit is furnished, rather than filed, with this Annual Report on Form 10-K.
STYLE="margin-top:0px;margin-bottom:0px"> 


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Table of Contents


Report of Independent Registered Public Accounting Firm

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Balance Sheets as of December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Operations for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%">Notes to Consolidated Financial Statements

 






 (2)FINANCIAL STATEMENT SCHEDULES

All financial
statement schedules have been omitted because the information is either not applicable or not required or because the information is included in our Consolidated Financial Statements or the related Notes to our Consolidated Financial Statements.

 






 (3)EXHIBITS

The following exhibits are either filed
as a part of or furnished with this Annual Report on Form 10-K or are incorporated into this Annual Report on Form 10-K by reference to documents previously filed as indicated below:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 


















































































Exhibit

FACE="Times New Roman" SIZE="1">Number

  

Description

  

Method of Filing

  3.1  Amended and Restated Certificate of Incorporation  Incorporated by reference to our Schedule 14A filed on June 25, 2002.
  3.2  Amended and Restated Bylaws, as Amended  Incorporated by reference to our Form 10-K filed on March 31, 2008.
  4.1  Specimen Common Stock Certificate  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.1  Form of Indemnification Agreement between IVAX Diagnostics, Inc. and each of its directors  Incorporated by reference to our Form 10-K filed on March 31, 2003.
10.2  Use of Name License Agreement, dated March 14, 2001, between IVAX Diagnostics, Inc. and IVAX Corporation  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.3*  Employment Agreement, dated as of March 27, 2009, by and between IVAX Diagnostics, Inc. and Charles Struby  Filed herewith.
10.4*  Employment Agreement, dated as of March 27, 2009 by and between IVAX Diagnostics, Inc. and Kevin Clark  Filed herewith.

 


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Exhibit

FACE="Times New Roman" SIZE="1">Number

  

Description

  

Method of Filing

10.5  1999 Performance Equity Plan  Incorporated by reference to our Form SB-2 filed on October 6, 1999.
10.6  1999 Stock Option Plan  Incorporated by reference to our Form 10-K filed on April 1, 2002.
10.7  

Form of Nonqualified Stock Option Agreement

(Employee)

  Incorporated by reference to our Form 10-K filed on March 31, 2005.
10.8  

Form of Nonqualified Stock Option Agreement

SIZE="2">(Non-Employee Director)

  Incorporated by reference to our Form 10-K filed on March 31, 2005.
21.1  Subsidiaries of IVAX Diagnostics, Inc.  Filed herewith.
23.1  Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP  Filed herewith.
31.1  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Filed herewith.
31.2  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Filed herewith.
32.1  Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  **
32.2  Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  **

 





*This exhibit is a management contract or compensatory plan or arrangement which is required to be filed with this Annual Report on Form 10-K by Item 601 of Regulation S-K.

 





**Pursuant to Item 601(b)(32) of Regulation S-K, this exhibit is furnished, rather than filed, with this Annual Report on Form 10-K.
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These excerpts taken from the IVD 10-K filed Mar 31, 2008.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of IVAX Diagnostics, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of IVAX Diagnostics, Inc. (the “Company”) and its subsidiaries at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the two years in the period ended December, 31, 2007 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements 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. An audit 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, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share based compensation in 2006.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

March 31, 2008

 

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Table of Contents


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of IVAX Diagnostics, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the
financial position of IVAX Diagnostics, Inc. (the “Company”) and its subsidiaries at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the two years in the period ended December, 31, 2007
in conformity with accounting principles generally accepted in the United States of America. 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 of these statements 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. An audit 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, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share based compensation in
2006.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

March 31, 2008

 


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This excerpt taken from the IVD 10-K filed Mar 30, 2007.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

of IVAX Diagnostics, Inc.

 

We have audited the accompanying consolidated balance sheet of IVAX Diagnostics, Inc. (a Delaware corporation and 72%-owned subsidiary of IVAX Corporation, which is wholly-owned by Teva Pharmaceutical Industries Limited) and subsidiaries as of December 31, 2005, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2005. Our audits also included the financial statement schedule for each of the two years in the period ended December 31, 2005 listed in the Index at Item 15(a). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit 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, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of IVAX Diagnostics, Inc. and subsidiaries at December 31, 2005, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule for each of the two years in the period ended December 31, 2005, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

/s/    Ernst & Young LLP

Certified Public Accountants

 

Miami, Florida

March 13, 2006

 

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Table of Contents

IVAX DIAGNOSTICS, INC. AND SUBSIDIARIES

 

This excerpt taken from the IVD 10-K filed Mar 30, 2006.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

of IVAX Diagnostics, Inc.

 

We have audited the accompanying consolidated balance sheets of IVAX Diagnostics, Inc. (a Delaware corporation and majority-owned subsidiary of IVAX Corporation) and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit 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, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of IVAX Diagnostics, Inc. and subsidiaries at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

/s/    Ernst & Young LLP

Certified Public Accountants

 

Miami, Florida

March 13, 2006

 

36


IVAX DIAGNOSTICS, INC. AND SUBSIDIARIES

 

This excerpt taken from the IVD 10-K filed Mar 31, 2005.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

    of IVAX Diagnostics, Inc.

 

We have audited the accompanying consolidated balance sheets of IVAX Diagnostics, Inc. (a Delaware corporation and majority-owned subsidiary of IVAX Corporation) and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit 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, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of IVAX Diagnostics, Inc. and subsidiaries at December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

/s/    Ernst & Young LLP

Certified Public Accountants

 

Miami, Florida,

February 11, 2005

 

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IVAX DIAGNOSTICS, INC. AND SUBSIDIARIES

 

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