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(Accounting) A report from an auditor stating a belief that the financial statements are so materially misstated or misleading that they do not fairly represent the financial status of the entity subject to the report.

An expression of an opinion in an auditors' report which states that the financial statements in question do not fairly present the financial position, results of operations and cash flows in conformity with GAAP. Such an opinion is required when there is an existence of a material weakness on the effectiveness of internal control over financial reporting. 

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