10KSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

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

For the fiscal year ended December 31, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to  

Commission file number 001-14257

Alpha Innotech Corp.

(Name of small business issuer in its charter) 

Delaware	58-1729436
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2401 Merced Street, San Leandro, CA	94577
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number (510) 483-9620

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

Title of class                 Name of each exchange on which registered

None

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

Title of each class

Common Stock, par value $.01 per share

 Check whether the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.      ¨    

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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  x    No  ¨ 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  x 

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

 State Issuer’s revenues for its most recent fiscal year: $15,321,729.

 The aggregate market value of Alpha Innotech Corp Common Stock, $.01 par value, held by non-affiliates, computed by reference to the average of the closing bid and asked prices as reported by OTCBB on March 26, 2008 was $2,492,142. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 Number of shares of Common Stock of Alpha Innotech Corp., $.01 par value, issued and outstanding as of March 26, 2008: 10,712,576.

Documents Incorporated by Reference

 Portions of the Registrant’s Definitive Proxy Statement for the 2008 Annual Meeting are incorporated by reference into Part III of this Form 10-KSB.

 Transitional Small Business Disclosure Format (Check one):    Yes  ¨    No  x 

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS			1
PART I			1
	ITEM 1.	DESCRIPTION OF BUSINESS	1
	ITEM 2.	DESCRIPTION OF PROPERTY	7
	ITEM 3.	LEGAL PROCEEDINGS	7
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	7
PART II			8
	ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES	8
	ITEM 6.	MANAGEMENT’S DISCUSSION AND ANALYSIS	8
	ITEM 7.	FINANCIAL STATEMENTS	14
	ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	14
	ITEM 8A.	CONTROLS AND PROCEDURES	15
	ITEM 8B.	OTHER INFORMATION	17
PART III			17
	ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	17
	ITEM 10.	EXECUTIVE COMPENSATION	17
	ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	17
	ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	17
	ITEM 13.	EXHIBITS	18
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	19
CONSOLIDATED FINANCIAL STATEMENTS			F-1
SIGNATURES			S-1
EXHIBITS

FORWARD LOOKING STATEMENTS

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-KSB may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except for the historical information contained in this discussion of the business and the discussion and analysis of financial condition and results of operations, the matters discussed herein are forward looking statements. These forward looking statements include but are not limited to the Company’s plans for sales growth and expectations of gross margin, expenses, new product introduction, and the Company’s liquidity and capital needs. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. In addition to the risks and uncertainties described in “Risk Factors” below and elsewhere in this Form 10-KSB, these risks and uncertainties may include consumer trends, business cycles, scientific developments, changes in governmental policy and regulation, currency fluctuations, economic trends in the United States and inflation. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Introduction

 Alpha Innotech Corporation (“Alpha CA”) was incorporated and began operations in June 1992, in the state of California, with facilities in San Leandro, California. Xtrana, Inc. was incorporated in January 1987 in the state of Delaware. On October 3, 2005, Alpha Innotech Corporation was acquired by Xtrana, Inc. In the transactions, Alpha Innotech Corporation merged with a subsidiary of Xtrana, Inc. and became a wholly-owned subsidiary of Xtrana, Inc. Xtrana, Inc. changed its corporate name to Alpha Innotech Corp. and obtained a new trading symbol APNO.OB. Alpha Innotech Corp. is alternatively referred to in this report as “we,” “us,” “our,” or the “Company”.

Products and Markets

We manufacture and sell analytical laboratory instruments (NAICS #334516), software and consumables used in life science research laboratories for the study of nucleic acids (DNA and RNA), proteins and cells.

Products

Most of our sales come from a line of instruments we group under the heading Macroimaging. These imaging systems, sold under our trademarks AlphaDigiDoc®, AlphaImager® and FluorChem®, comprise a digital camera and bench-top dark enclosure and are used to detect, archive, and analyze fluorescent, chemiluminescent and visible signals from biological samples, such as DNA, proteins and bacterial colonies. We offer a comprehensive Macroimaging system product line spanning a wide spectrum of prices and product specifications. Other products in the Macroimaging group include ultraviolet and visible wavelength illuminators (including the Chromalight™ multiwavelength illuminator), software (AlphaEase® software for data acquisitions and analysis, Alpha GelFox™ software for 2D gel analysis and Alpha PART 11 Ease® software for 21 C.F.R. Part 11 compliance), and reagents and assay kits (ChemiGlow® chemiluminescent substrate, AlphaQuant® molecular ladders, and FAST TF transcription factor assay kit).

We also sell a line of instruments we group under the heading Microimaging. Researchers use our Microimaging products to analyze slides or multi-well microplates “printed” with genomic, proteomic, or cellular samples, and in some cases, fixed cell cultures. We currently market two instruments for the Microimaging market: the AlphaScan® laser scanner and the NovaRay® detection platform. We offer ArrayVision® data collection software for use with either system.

 Markets

We have three customer bases: (1) domestic end users who receive a quote directly from us through a direct sales representative or through a manufacturer’s representative, (2) international distributors who resell to end users outside the US, and (3) GE Healthcare, to which we supply products on an OEM basis for resale in the domestic and international markets. When viewed this way, 2007 sales break down as follows: (1) direct and manufacturers’ representative domestic sales of approximately 44.1%, (2) international distributors’ sales of approximately 32.3%, and (3) OEM sales to GE Healthcare of approximately 23.6%.

1

Distribution

In the United States, we sell our products through a network of direct sales representatives and independent manufacturers’ representatives. Internationally, we sell our products through a network of independent distributors. Our independent distributors generally perform sales, marketing and technical support functions for their local customers. We also manufacture instruments for distribution by GE Healthcare on an OEM basis.

Competition

The Macroimaging instruments we sell face intense competition from laboratory instrumentation manufacturers such as Bio-Rad Laboratories, Inc., Carestream Health, Syngene, UVP, Inc., and Fuji Photo Film Co., Ltd. The Macroimaging market is relatively mature, and product offerings of most of the major competitors are similar to ours in technical specifications and price. The Microimaging instruments we sell also encounter strong competition from products offered by Perkin Elmer and Tecan

We intend to compete through our efforts to optimize our distribution channel, to bring new products to market, and to decrease costs of manufacturing inputs. We cannot be certain that our initiatives will prove to be successful, or that we will have sufficient funds to fully implement them.

Sources and Availability of Materials

We use original equipment manufacturers, or OEMs, for various parts of our products, including the cameras, cabinets, transilluminators, certain subassemblies, filters and lenses. We obtain these key components from a small number of sources. In 2007 we obtained most of our cameras from a limited number of suppliers, including: Roper Scientific of Tucson, AZ, Diagnostic Instrument of Sterling Heights, MI, Point Grey of Vancouver, Canada, and Apogee of Roseville, CA. We obtained most of our cabinets from Custom Product Development of Livermore, CA and Pacific Imaging Electronics, Ltd. in Taiwan. From time to time, we have experienced delays in obtaining components from certain of our suppliers, which have had an impact on our production schedule for imaging systems. We believe that alternative sources for these components in the event of a disruption or discontinuation in supply may not be available on a timely basis, which could disrupt our operations and impair our ability to manufacture and sell our products.

Dependence on One or Few Customers

In fiscal year ending December 31, 2007, sales to GE Healthcare accounted for approximately 23.6% of our total sales; no other customer accounted for more than 6.8% of our sales. In fiscal year ending December 31, 2006, sales to GE Healthcare accounted for approximately 19% of our total sales; no other customer accounted for more than 6% of our sales.

Intellectual Property

Our patent portfolio consists of four issued U.S. patents relating to Macroimaging and Microimaging technology. These patents expire in 2018, 2022 and 2024.

On March 4, 2008, pursuant to the terms of a Patent Purchase Agreement effective as of December 3, 2007, as amended, we transferred rights to two patents to Ph. Capital Holdings L.L.C., a Delaware limited liability company, in exchange for $100,000. We retained worldwide, non-exclusive licenses under the transferred patents.

 Under the terms of an agreement with Digital Optical Imaging Corporation (“DigiOpt”), we received certain exclusive license rights to make and sell products incorporating the inventions disclosed in four of DigiOpt’s United States patents. These patents describe the use of micro-optical-electrical-mechanical components such as digital micro mirror devices for controlling both excitation and emission light in ways that can improve the performance of instruments like the NovaRay®. The agreement remains in effect until the last underlying patent or patent application has expired or is abandoned. The latest to expire patent covered by this agreement is scheduled to expire in 2021. We committed to pay certain patent prosecution fees and costs; to date these costs have been minimal. We also committed to pay DigiOpt guaranteed minimum royalties of the aggregate of $40,000 over the five-year period beginning the earlier of the first commercial sale of a product incorporating the technology or October 30, 2007. All amounts due as of the date of this report have been paid. DigiOpt may convert the exclusive license rights to non-exclusive as we did not make a first commercial sale by October 30, 2007; DigiOpt may terminate them outright if we do not make a first commercial sale by April 30, 2008.

Our proprietary instrument designs and software are also protected under state and federal trade secret and copyright law.

Alpha GelFox™ and Chromalight™ are trademarks of the Company. The Alpha Innotech logo and the word marks AlphaDigiDoc®, AlphaEase®, AlphaImager®, Alpha PART 11 Ease®, AlphaQuant®, AlphaScan®, ChemiGlow®, FluorChem®, and NovaRay® are registered trademarks of the Company. All other trademarks, service marks and tradenames appearing in this Form 10-KSB are the property of their respective owners.

2

Effect of Existing or Probable Governmental Regulation on the Business

Our revenues derived from sales in China through distributors and resellers may be adversely impacted by recent and future changes in the regulatory environment in China, which could significantly impact our total revenues. For example, the Measures for Control of Pollution from Electronic Information Products (hereinafter referred to as the "Measures"), jointly enacted by seven government agencies of the People's Republic of China ("PRC"), took effect as of March 1, 2007. The Measures apply to the manufacture, import and sale of electronic information products within the territory of the PRC and require manufacturers or importers of electronic information products to ensure the products they produce or import comply with national and industrial standards of the PRC on control of hazardous substances and to label products containing certain hazardous substances, such as lead, mercury, cadmium, and hexavalent chromium. Any delays in our ability, or our inability, to comply with such new regulations will adversely affect our business. Further regulatory changes in China and any other jurisdiction where we derive a significant amount of revenue may adversely affect our business.

Research and Development Activities

Our research and development activities are focused on sustaining engineering and product development for the Macroimaging product line, and evaluation of new product candidates identified through business development. We spent $1,322,758 in 2007 and $1,227,324 in 2006 on research and development. The 2007 amount includes research and development costs associated with the development of an OEM bioimaging product for which we received milestone payments from R&C Biogenius Ltd.

Employees

As of December 31, 2007, we had 51 full-time employees and 4 part-time employees. We consider our relations with employees to be satisfactory. None of our employees is covered by a collective bargaining agreement.

RISK FACTORS

 Our business is subject to various risks, including those described below. You should carefully consider the following risk factors and all other information contained in this Form 10-KSB. If any of the following events or outcomes actually occurs, our business, operating results, and financial conditions would likely suffer.

Alpha CA has a history of operating losses and may incur future losses.

Our net losses were $0.7 million, $1.0 million, and $2.5 million for fiscal years 2007, 2006 and 2005, respectively and we had an accumulated deficit of $19.0 million as of December 31, 2007 and $18.4 million as of December 31, 2006. Our losses have resulted principally from costs incurred in research and development, and from selling, general and administrative costs associated with operations.

Our ability to generate significant revenues and maintain profitability is dependent in large part on our ability to expand our customer base, increase sales of our current products to existing customers, manage our expense growth, and enter into additional supply, license and collaborative arrangements as well as on our ability to successfully manufacture and commercialize products incorporating our technologies in new applications and in new markets.

Additional financing may be required for our future business and operations.

 Our asset-based loan facility from BFI Finance ("BFI") allows the Company to borrow against only a fraction of its shipments to a maximum of $1.5 million.   Certain international shipments in particular are not eligible for inclusion in the borrowing base of the BFI facility.  As a result of these exclusions, the BFI loan balance remained below $1 million for a majority of 2007.  We experience significant swings in working capital requirements on a quarterly basis for two principal reasons.  First, many of our key suppliers are small firms that are unable to ship components on short notice.  Second, sales orders are often concentrated in the last month of the quarter.  Both these factors often cause us to purchase component inventory in advance of shipping products.  Although we generated positive EBITDA throughout 2007, we rely on the BFI facility to partially fund working capital.  Should we fail to ship sufficient product for whatever reason in a timely fashion, or if international sales accelerate significantly, a shortfall in working capital could occur due to an inability to borrow sufficient funds from BFI.  We raised additional funds through the sales of certain patents and restricted stock. Despite these recent funding efforts, we may require additional capital resources in order to conduct our operations and develop our products. We estimate that our capital resources will be sufficient to fund our current level of operations over the near term. However, additional funds may be required to implement our business plan over the longer term. We may not be successful in raising such additional capital on favorable terms or at all.

A significant portion of our total sales are made to one customer.

 Sales to GE Healthcare under the previously announced OEM Supply Agreement accounted for approximately 23.6% of our total sales in 2007. Should sales of these OEM products by GE Healthcare to its customers not meet GE Healthcare’s expectations, GE Healthcare would be free to reduce or stop completely its purchases from us, which would significantly impact our financial results.

3

Recent changes to our global sales team may not achieve our intended goals

 We significantly expanded our global sales team over the past few months. We hired additional sales personnel in the US to reduce our reliance on certain manufacturer’s representatives and to better assist others. We also added personnel to increase our support to important international distributors. Our goals for this expansion include, among others: providing a higher level of expertise to our customers, understanding better their product needs, introducing more quickly new products, and accelerating sales growth. We cannot guarantee that we will be successful in achieving these goals.

Our competitors have more resources than we do.

 Our products face competition from other companies that have more financial resources, technical staff and manufacturing and marketing capabilities than we do. It may be difficult for us to compete with larger companies investing greater resources in development, marketing and distribution of their products.

Our business depends on research and development spending levels of pharmaceutical and biotechnology companies and academic and governmental research institutions.

We expect that our revenues in the foreseeable future will be derived primarily from products and services provided to pharmaceutical and biotechnology companies and academic, governmental and other research institutions. Our success will depend upon their demand for and use of our products and services. Our operating results may fluctuate substantially due to reductions and delays in research and development expenditures by these customers. These reductions and delays may result from factors that are not within our control, such as:

▪ changes in economic conditions;

▪ changes in government programs that provide funding to companies and research institutions;

▪ changes in the regulatory environment affecting life sciences companies and life sciences research;

▪ market-driven pressures on companies to consolidate and reduce costs; and

▪ other factors affecting research and development spending.

We depend on a limited number of suppliers and we will face delays in manufacturing of our products if shipments from these suppliers are delayed or interrupted.

We depend on our vendors to provide components of our products in required volumes, at appropriate quality and reliability levels, at certain prices and in compliance with regulatory requirements. If supplies from these vendors were delayed or interrupted for any reason, we would not be able to produce or sell products in a timely fashion or in sufficient quantities or under acceptable terms.

Our dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring products to market.

As part of our efforts to streamline operations and to cut costs, we have been outsourcing and will continue to evaluate additional outsourcing of certain operations. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to timely bring products to market could suffer.

If we are unable to maintain our relationships with collaborative partners, we may have difficulty developing and selling our products and services.

We believe that our success in penetrating our target markets depends in part on our ability to develop and maintain collaborative relationships with companies that help us develop and sell products. Relying on these or other collaborative relationships is risky to our future success because:

▪ our partners may develop technologies or components competitive with our products;

▪ some of our agreements may terminate prematurely due to disagreements between us and our partners;

▪ our partners may not devote sufficient resources to the development and sale of our products;

▪ our partners may be unable to provide the resources required for us to progress in the collaboration on a timely basis;

▪ our collaborations may be unsuccessful; or

▪ we may not be able to negotiate future collaborative arrangements on acceptable terms.

4

If we are unable to maintain our relationships with our selling and distribution partners, our growth and financial results may be adversely affected.

As a small company, we must continue to nurture current and future distribution partners in order to continue to grow. Any issue that materially affects our ability to deliver and support products with any of our current or future distribution partners could significantly impact financial results. 

Due to the international nature of our business, political or economic changes or other factors could harm our business.

In fiscal 2007, 52.6% of our revenues were generated from sales outside the United States. Changes in diplomatic and trade relationships may have a material adverse effect on our business, financial condition and operating results or require us to modify our current business practices.

We could fail in our efforts to expand our distribution and development activities in Asia.

We intend to expand our distribution channels in Asia and to seek third parties there to collaborate in offshore development efforts. We have not had extensive operations in Asia and therefore may lack necessary expertise to successfully increase our sales and development activities in the region or generate profits from such activities. Such expansion plans may also require additional funding which may not be available on favorable terms, if at all. 

Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from selling products.

While we do not believe that any of our products infringe the valid intellectual property rights of third parties, we may be unaware of intellectual property rights of others that may cover some of our technology, products or services. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert our management and key personnel from our business operations. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks. Claims of intellectual property infringement might also require us to enter into costly license agreements. However, we may not be able to obtain license agreements on terms acceptable to us, or at all. We also may be subject to significant damages or injunctions against development and sale of certain of our products.

Third parties may infringe our intellectual property, and we may expend significant resources enforcing our rights or suffer competitive injury.

Our success depends in large part on our proprietary technology. We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our operating results.

Our pending patent and trademark registration applications may not be allowed, or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents may not provide us a significant competitive advantage.

We may be required to spend significant resources to monitor and police our intellectual property rights. We may not be able to detect infringement and our competitive position may be harmed before we do so. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights and our ability to enforce them may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture market share and result in lost revenues. These risks will become greater as we move forward with plans to increase offshore development and manufacturing.

If we lose our key personnel or are unable to attract and retain additional skilled personnel, our business may suffer.

We depend substantially on the principal members of our management, including Ronald Bissinger, Chief Executive Officer and Chief Financial Officer. Any officer or employee can terminate his or her relationship with us at any time and work for one of our competitors. Our ability to operate successfully and manage our potential future growth depends significantly upon retaining key research, technical, sales, marketing, managerial and financial personnel, and attracting and retaining additional highly qualified personnel in these areas. We face intense competition for such personnel from numerous companies in the highly competitive northern California business area. The inability to attract and retain these personnel could result in delays in the research, development and commercialization of our potential products.

5

To attract and retain qualified personnel, we may need to grant large stock-based incentives that could be dilutive to our shareholders and we may be required to offer highly competitive salaries which would increase future operating costs.

To attract and retain skilled personnel, we may be required to issue large stock option grants or other equity incentives which may be significantly dilutive to existing shareholders. Due to application of SFAS 123(R), such equity incentives would require us to record compensation expenses that would adversely impact earnings. If we are required to pay highly competitive base salaries and cash bonuses to attract and retain skilled personnel, our operating results would also suffer.

We may engage in future acquisitions, which could be expensive and time consuming, and such acquisitions could adversely affect your investment in us as we may never realize any benefits from such acquisitions.

We may seek to acquire technologies, products or companies to expand our business. If we do undertake any transactions of this sort, the process of integrating an acquired business, technology, service or product may result in operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of our business. Moreover, we may never realize the anticipated benefits of any acquisition. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to other intangible assets or the impairment of goodwill, which could adversely affect our results of operations and financial condition.

Integrating technologies may be costly and may not result in technological advances.

We are working with collaborators to integrate certain technologies into future products. However, market advances resulting from the integration of these technologies may not be achieved as successfully or rapidly as anticipated, if at all.

If we suffer loss to our factories, facilities or distribution system due to catastrophe, our operations could be seriously harmed.

Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism or other natural or man-made disasters. In particular, our production facilities and headquarters in California could be subject to a catastrophic loss caused by earthquake. Although we outsource the manufacturing of some products and components, final assembly, testing and storage occurs at our San Leandro, California facilities. If these facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes.

Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 entails significant expenditures and will materially affect our financial results.

Effective internal reporting controls are necessary for us to provide reliable financial reports and effectively detect and prevent fraud. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required beginning fiscal year ending December 31, 2007 to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. Furthermore, our registered independent public accounting firm will be required to report on our assessment of the effectiveness of our internal control over financial reporting and separately report on the effectiveness of our internal control over financial reporting beginning with our fiscal year ending December 31, 2009. We completed our assessment of the effectiveness of our internal control over financial reporting, and complying with this requirement required significant accounting, legal and other costs. If our independent registered public accounting firm cannot attest to our assessment, we could be subject to regulatory sanctions and a loss of public confidence. Also, any lack of effective internal control over financial reporting may adversely impact our ability to prepare timely and accurate financial statements.

There is only a limited market for our common stock.

 A limited public market currently exists for our common stock on the OTC Bulletin Board.  Stocks traded on the OTC Bulletin Board generally have limited trading volume and exhibit a wide spread between the bid/ask quotation.   In addition, the stock market and the OTC Bulletin Board in particular, have experienced significant price and volume fluctuations that have affected the market prices of companies in recent years. These fluctuations may continue to occur and disproportionately impact the price of our common stock. In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. While we are not aware of any such litigation filed or pending against us, this type of litigation could result in substantial costs and a diversion of management's attention and resources, which could materially affect our business, financial condition, cash flows, or results of operations.

 In the future, there can be no assurance that a more active public market for our common stock will ever develop or be sustained, allowing you to sell large quantities of shares or all of your holdings. Consequently, you may not be able to liquidate your investment in the event of an emergency or for any other reason.

6

Our directors, officers and principal stockholders have significant voting power and may take actions that may not be in the best interests of our other stockholders.

As of December 31, 2007, our officers, directors and principal stockholders each holding more than 5% of our common stock collectively control approximately 68.2% of our outstanding common stock. As a result, these stockholders, if they act together, are able to control the management and affairs of our company and most matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of our other stockholders.

Rules applicable to trading of our common stock reduce the level of trading in the secondary market for our stock and as a result, investors may find it difficult to sell their shares.

Trades of our common stock are subject to Rule 15g-9 of the Securities and Exchange Commission, known as the Penny Stock Rule. This rule imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The Penny Stock Rule requires a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for our common stock. As a result of these rules, investors may find it difficult to sell their shares.

AVAILABLE INFORMATION

 We make available free of charge on or through our Internet website our annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Our Internet website address is “www.alphainnotech.com”. The reference to our Internet website does not constitute incorporation by reference of the information contained on or hyperlinked from our Internet website. Our filings are also available online at the Securities and Exchange Commission (SEC) website on the Internet. The address of that site is www.sec.gov. The materials are also available at the SEC's Public Reference Room, located at 100 F Street, Washington, D.C. 20549. The public may also obtain information through the public reference room by calling the SEC at 1-800-SEC-0330.

ITEM 2. DESCRIPTION OF PROPERTY

Headquarters, manufacturing, and research and development are housed in 35,000 square feet of leased space in San Leandro, California. This lease expires November 30, 2011. The rental rate is $575,135 per year.

Our existing facilities are not yet being used at full capacity and management believes that these facilities are adequate and suitable for current and anticipated needs.

ITEM 3. LEGAL PROCEEDINGS

We are not involved in any legal proceedings that would have a material adverse impact on our business, financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

7

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

 For the periods indicated, the following table sets forth the high and low bid prices per share for our common stock, as reported by OTCBB Reports. The prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Fiscal Year 2007	High Bid		Low Bid
First Quarter	$	1.30	$	0.75
Second Quarter		2.50		0.86
Third Quarter		1.31		1.02
Fourth Quarter		1.25		0.70
Fiscal Year 2006	High Bid		Low Bid
First Quarter	$	1.69	$	1.05
Second Quarter		1.70		1.05
Third Quarter		1.15		0.70
Fourth Quarter		1.30		0.70

Holders

As of March 14, 2008, there were approximately 257 record owners of our common stock.

Dividends

We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, our current preferred stock instruments, and our future credit arrangements may then impose.

Sale of Unregistered Securities

Pursuant to the Common Stock Purchase Agreement between the Company and William Snider, Chairman of the Board of Directors, Mr. Snider purchased 250,000 shares of the Company’s common stock at the purchase price of $0.85 per share for the aggregate purchase price of $212,500, paid by a combination of a cash payment to the Company in the amount of $142,500 and cancellation of indebtedness of the Company to Mr. Snider in the amount of $70,000. The securities issued have not been registered under the Securities Act of 1933 and were issued pursuant to exemptions from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D. There was a total of one purchaser, which was an "accredited investor" as such term is defined in Regulation D. A legend was placed on the stock certificate indicating that the securities have not been registered and are restricted from resale. The Company will use the proceeds received from the stock sale for general corporate purposes.

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying Consolidated Financial Statements and related notes. Certain statements made in this report may constitute forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and similar expressions identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Form 10-KSB. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Alpha Innotech does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this filing. Our actual results could differ materially from those anticipated by these forward-looking statements due to factors, including, but not limited to, those set forth under “Risks Factors” and elsewhere in this report.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Alpha Innotech bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In addition, estimates and assumptions about future events and their effects cannot be determined with certainty. These estimates and assumptions may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have been included in the consolidated financial statements as soon as they became known. Actual results may differ from these estimates under different assumptions or conditions. In addition, we are periodically faced with uncertainties, the outcomes of which are not within our control and may not be known for extended periods of time. These uncertainties are discussed in this report in the section entitled “Risk Factors.”

 Our critical accounting policies are set forth below.

Revenue Recognition

 Our revenue is derived from the sale of digital imaging systems and other products, net of returns and allowances and is recognized when a contract is executed, all delivery obligations have been met, the fee is fixed and determinable, and collectibility is probable. All systems are sold with a 1-year standard warranty agreement and we record an associated reserve for estimated warranty costs.

For products sold where software is deemed to be more than incidental, we follow Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended. Revenue earned on software arrangements involving multiple elements is allocated to each element based on vendor-specific objective evidence, which is based on the price charged when the same element is sold separately. When a digital imaging system is sold, the multiple elements are software and maintenance and support. Revenue allocated to software is recognized when a contract is executed, all delivery obligations have been met, the fee is fixed and determinable, and collection is probable. Revenue allocated to maintenance and support is recognized ratably over the maintenance term, typically for a period of one year, beginning when a digital imaging system is considered sold or an extended maintenance and support contract is signed.

Revenue is recorded net of estimated returns. Our management makes estimates of potential future product returns related to current period revenue. We analyze historical returns, current economic trends and changes in our customer demand and acceptance of our product when evaluating the adequacy of our allowance for sales returns and other allowances, such as allowance for bad debts, in any accounting period. As of December 31, 2007 our allowance for sales returns was $133,291 and our allowance for doubtful accounts was $5,000.

Inventory

We record inventories at the lower of cost or market value, with cost generally determined on a first-in, first-out basis. We perform periodic valuation assessments based on projected sales forecasts and analysis of upcoming changes in future configurations of our products, and record inventory write-downs for excess and obsolete inventory. As of December 31, 2007, our allowance for excess and obsolete inventory was $46,531.

Deferred Taxes Valuation Allowance

We believe sufficient uncertainties exist regarding the future realization of deferred tax assets, and, accordingly, a full valuation allowance is required, amounting to $5,717,712 at December 31, 2007. In subsequent periods if and when we generate pre-tax income, a tax expense will not be recorded to the extent that the remaining valuation allowance can be used to offset that expense. Once a consistent pattern of pre-tax income is established or other events occur that indicate that the deferred tax assets will be realized, additional portions or all of the remaining valuation allowance will be reversed back to income. Should we generate pre-tax losses in subsequent periods, a tax benefit will not be recorded and the valuation allowance will be increased. Despite the valuation allowance, we retain the ability to utilize the benefits of net operating loss carryforwards and research and development credits.

Share-Based Employee Compensation

 Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123R using the modified prospective transition method. Under the modified prospective transition method, prior periods are not restated for the effect of SFAS 123R. Starting with the first quarter of 2006, compensation cost includes all share-based payments granted prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and compensation for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. The Company recognizes the fair value of its stock option awards as compensation expense over the requisite service period of each award, generally four years. Compensation expense related to stock options granted prior to January 1, 2006 and on or after January 1, 2006 is recognized on a straight-line basis.

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 Prior to the adoption of SFAS 123R, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The Company also followed the disclosure requirements of SFAS 123, “Accounting for Stock Based Compensation.” In general, as the exercise price of options granted under the Company’s plans was equal to market price of the underlying common stock on the grant date, no share-based employee compensation was recognized in the Company’s net (loss) for periods prior to the adoption of SFAS 123R.

The following table presents share-based compensation expense included in the Consolidated Statement of Operations related to employee and non-employee stock options and restricted shares as follows:

	Twelve Months Ended December 31,
	2007		2006
Cost of goods sold	$	2,441	$	7,191
Sales and marketing		122,363		16,861
Research and development		44,513		14,096
General and administrative		217,328		259,114
Total share-based compensation	$	386,645	$	297,262

As of December 31, 2007, $714,177 of total unrecognized share-based compensation expense related to non-vested options is expected to be recognized over the respective vesting terms of each option grant through September 11, 2011. The weighted average term of the unrecognized share-based compensation is 2.65 years. As of December 31, 2007, $344,491 of total unrecognized share-based compensation expense related to non-vested restricted shares is expected to be recognized over the remaining life of the grant through February 14, 2010.

 In the twelve months ended December 31, 2007, no share-based compensation expense was capitalized and there were no recognized tax benefits associated with the stock-based compensation charge. The stock-based compensation charge did not significantly impact basic and diluted net loss per share in the twelve months ended December 31, 2007. During the twelve months ended December 31, 2007, no significant compensation costs related to the share-based awards to employees was recognized in the Consolidated Statement of Operations.

The following table summarizes the Company’s non-vested stock option activity for the year ended December 31, 2007:

	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested stock outstanding at January 1, 2007		389,566		$	1.42
Granted		700,800		$	0.99
Vested		(52,153	)	$	1.09
Forfeited		(98,586	)	$	1.03
Expired		(149,321	)	$	2.60
Non-vested stock outstanding at December 31, 2007		790,306		$	1.10

 Total fair value of non-vested shares is $873,003 and $553,183 for the years ended December 31, 2007 and 2006, respectively.

 The Company estimates the fair value of stock options using the Black-Scholes Option Pricing Model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of the stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The Company believes that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the stock options granted in the twelve months ended December 31, 2007.

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For these options, the Company calculated the fair value of each option on the date of grant using the Black-Scholes Option pricing model as prescribed in SFAS No. 123 using the following assumptions:

	2007			2006
Risk-free interest		4.72	%		4.74	%
Expected life	10 Years			10 Years
Expected volatility		117	%		73	%
Expected dividend		—			—

The expected life was determined based on the options vesting period and exercise behavior of the employees.

Activity under the Company’s stock plans for the year ended December 31, 2007 is as follows:

	Shares		Weighted -Average Exercise Price per Share		Weighted-Average Remaining Contractual Terms in Years	Aggregate Intrinsic Value
Outstanding at January 1, 2007	880,821		$	2.30
Grants	700,800		$	0.99
Forfeitures	(98,586	)	$	1.03
Expirations	(149,321	)	$	2.60
Outstanding at December 31, 2007	1,333,714		$	1.68	7.92	$	—
Exercisable at December 31, 2007	543,408		$	2.51	6.22	$	—
Vested and expected to vest at December 31, 2007	543,408		$	2.51	6.22	$	—

 The aggregate intrinsic value is the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of its fourth quarter of 2007 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of that date. The Company’s closing stock price on December 31, 2007 was $0.90.

Loss Per Share

 Basic net loss per share to common shareholders is calculated based on the weighted-average number of shares of common stock outstanding during the period excluding those shares that are subject to repurchase by the Company. Diluted net loss per share attributable to common shareholders would give effect to the dilutive effect of potential common stock consisting of stock options, warrants, and preferred stock. Dilutive securities have been excluded from the diluted net loss per share computations as they have an antidilutive effect due to the Company’s net loss.

 The following outstanding stock options, warrants, common stock subject to repurchase by the Company, and preferred stock (on an as-converted into common stock basis) were excluded from the computation of diluted net loss per share attributable to holders of common stock as they had an antidilutive effects of December 31, 2007 and 2006:

	2007	2006
Shares issuable upon exercise of stock options	—	54,818
Shares issuable upon exercise of warrants	336,934	398,214
Denominator for basic and diluted calculations	336,934	453,032

Recent Accounting Pronouncements

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets-An Amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. The statement permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. SFAS 156 is effective as of the beginning of the first fiscal year that begins after September 15, 2006, with earlier adoption permitted. The adoption of SFAS 156 did not have an effect on the Company's financial statements.

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In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which is an interpretation of SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a significant effect on the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not believe that the adoption of SFAS 157 will have a significant effect on its financial statements.

In September 2006, the SEC released SAB 108 “Considering the effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108). SAB 108 addresses the process of quantifying financial statement misstatements, such as addressing both the carryover and reversing effects of prior year misstatements on the current year financial statements. SAB 108 became effective for our fiscal year ended December 31, 2006. The adoption of this statement had no impact on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations and have not yet elected this fair value option for any assets or liabilities.

In December, 2007, the FASB issued Statement 141R, “Business Combinations” (SFAS 141R).  SFAS 141R replaces SFAS 141.  SFAS 141R requires the acquirer of a business to recognize and measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at fair value.  SFAS141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The effective date for Alpha Innotech will be January 1, 2009.  We have not yet determined the impact of SFAS 141R related to future acquisitions, if any, on our consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position No. 140-3 Accounting for Transfers of Financial Assets and Repurchase Transactions (FSP 140-3). This position provides guidance on accounting for a transfer of a financial asset and a repurchase financing. This statement will become effective for the Company as of January 1, 2009, and is not expected to result in additional disclosures nor expected to have a material effect on the Company’s results of operations or financial condition.

In February 2008, the FASB issued FASB Staff Position No. FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13. This staff position amends FASB Statement No. 157, Fair Value Measurements, to exclude FASB Statement No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under Statement 13. This statement is not expected to have a material effect on the Company’s results of operations or financial condition.

Overview

Comparison of the Year Ended December 31, 2007 and 2006

Revenues

Our revenues are primarily derived from sales of instruments, software, consumables, and service contracts. Revenues for the year ended December 31, 2007 increased $2,067,885, or 15.6%, from $13,253,844 for the year ended December 31, 2006, to $15,321,729 for the year ended December 31, 2007. The growth in sales from 2006 to 2007 is attributable to overall increased sales worldwide. 

Revenues outside of the United States represented 52.6% of our total revenues for the year ended December 31, 2007 and 43.9% of our total revenues for the year ended December 31, 2006. The changing ratio of domestic sales to international sales from 2006 to 2007 is attributable to increased shipments to the international distribution center for GE Healthcare and sales growth in Aisa and Pacific Rim.

Cost of Goods Sold

 Cost of goods sold includes direct material, labor and manufacturing overhead. Cost of goods sold for the year ended December 31, 2007 increased $570,968 or 9.0%, to $6,885,032, from $6,314,064 for the year ended December 31, 2006. The increase resulted primarily from higher sales offset in part by a shift in sales to a mix of products having lower component costs during 2007. Standard material as of percentage of revenues decreased from 37.1% for the year ended December 31, 2006 to 35.5% for the year ended December 31, 2007 due to a shift in sales to a mix of products having lower component costs.  Manufacturing overhead as a percentage of revenues also decreased from 10.5% for the year ended December 31, 2006 to 9.5% for the year ended December 31, 2007 due to increasing revenues and stable manufacturing overhead.

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Gross Profit

Gross profit for the year ending December 31, 2007 increased $1,496,917 or 21.6%, to $8,436,697, from $6,939,780 for the year ended December 31, 2006. The gross profit as a percentage of revenues increased to 55.1% from 52.4% for the year ended December 31, 2006. The increases resulted from higher sales and a shift in sales to a mix of products having lower component costs during 2007.

Sales and Marketing Expenses

Sales and marketing expenses for the year ended December 31, 2007 increased $809,143 or 19.9%, to $4,873,866, from $4,064,723 for the year ended December 31, 2006. Sales and marketing expenses as a percentage of revenues increased from 30.7% for the year ended December 31, 2006 to 31.8% for the year ended December 31, 2007. The increase of sales and marketing expenses was primarily due to the expansion of the U.S. direct sales team during the third and fourth quarters, which resulted in increased payroll expense, increased depreciation related to increased number of demo units purchased, and increased travel related expenses.  We also increased technical support and marketing personnel to support the growth in revenue, resulting in increased payroll related cost. These increased expenses were offset in part by a decrease in manufacturer’s representative’s commissions as we shifted to a direct salesforce, and a decrease in facilities expense due to decreased insurance cost.   

Research and Development Expenses

Research and development expenses for the year ended December 31, 2007 increased $95,434 or 7.8%, to $1,322,758 from $1,227,324 for the year ended December 31, 2006. This increase in research and development spending was primarily due to increased bonus and stock based compensation during 2007, and increased research development cost related to new products and improvement of existing products, offset in part by a decrease in depreciation and facilities related cost due to lower insurance cost. Research and development expenses as a percentage of revenues decreased from 9.3% for the year ended December 31, 2006 to 8.6% for the year ended December 31, 2007 due to higher revenues.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2007 increased $214,099 or 9.0%, to $2,594,936 from $2,380,836 for the year ended December 31, 2006. The increase was primarily due to $202,000 in cash and $189,000 in stock payable pursuant to the founder’s bonus plan. The founders bonus plan terminated at the end of fiscal 2007 and will not affect results for 2008 or afterward. The increase also included management bonuses, and was offset in part by a decrease in consulting and recruiting fees, audit fees, legal fees, board fees, insurance expenses, and investor relations related expenses.  The general and administrative expenses as a percentage of revenues decreased from 18.0% for the year ended December 2006 to 16.9% for the year ended December 31, 2007 due to higher revenues.

Other Income (Expense)

 Interest expense for the year ended December 31, 2007 decreased $ 19,081 or 6.0% to $299,549 from  $318,630 for the year ended December 31, 2006. The decrease in interest expense was primarily due to reduced interest payments to Alexandria as the principal portion of the Alexandria term loan decreased, offset by an increase in interest expense as a result of increased borrowing under the line of credit with BFI Business Finance.   There was also a decrease in other income (expense) due to a one time write off during 2006 related to royalty fees from the Xtrana merger.

Off-Balance-Sheet Arrangements

 As of December 31, 2007, we did not have any off-balance-sheet arrangements, as defined in Item 303(c)(2) of SEC Regulation S-B.

Liquidity and Capital Resources

From inception through December 31, 2007, Alpha Innotech Corporation ("Alpha CA") has raised a total of $1,956,076, net of offering costs, in convertible notes that were converted into redeemable convertible preferred stock in 2004, a total of $7,615,319, net of offering costs, from the sale of redeemable convertible preferred stock, and $107,549, net of offering costs, from the issuance of common stock. As a result of the closing of the merger with Xtrana, on October 3, 2005 Alpha CA received an additional $2,033,000 in cash. As described below, we also raised a total of $375,000 from the sale of convertible notes. As of December 31, 2007, we had $167,738 in cash, excluding $50,113 of restricted cash, and a working capital deficit.

Our ability to generate significant revenues and maintain profitability is dependent in large part on our ability to expand our customer base, increase sales of our current products to existing customers, manage our expense growth, and enter into additional supply, license and collaborative arrangements as well as on our ability to successfully manufacture and commercialize products incorporating our technologies in new applications and in new markets. As a result of these and other factors, our independent registered public accountants, Rowbotham and Company LLP, indicated, in their report on our 2007 financial statements, that there is substantial doubt about our ability to continue as a going concern. 

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At December 31, 2007, we had the following capital resources available:

▪ Issuance of Convertible Note - On July 21, 2006, the Company completed a private placement offering of subordinated Senior Convertible Note with the principal amount of $375,000 due in 2011 (the "Note"). The Note bears interest at a rate of 3% per year and is due on July 20, 2011. During the occurrence of an "Event of Default" under the Note, the Note will bear interest at a rate of 10% per year. The Note is convertible into shares of common stock of the Company at an initial conversion price of $1.60 per share. As of December 31, 2007, no portion of the principal amount of the note had been repaid or converted.

▪ Loan From Alexandria - On April 8, 2005, Alpha CA secured a loan in the amount of $1,500,000. The loan bears interest at the rate of 12.5% per annum and the outstanding principal amount of the loan is due and payable in 30 equal monthly installments of $50,000 per month ($600,000 per year) beginning on November 1, 2005. As of December 31, 2007, $1,300,000 of the principal had been repaid, leaving $200,000 still owing. The obligations under the loan are secured by a second priority lien and security interest in substantially all our assets.

▪ BFI Business Finance Line of Credit - On March 9, 2004, Alpha CA established a line of credit with BFI Business Finance (“BFI”). The interest rate is variable. As of December 31, 2007, the interest rate was 10.22% and the outstanding balance was subject to a 0.50% per month administrative fee. The obligations under the line of credit are secured by a first priority lien and security interest in substantially all our assets. Effective October 26, 2007, BFI and Alpha CA entered into a First Modification to Loan and Security Agreement raising the maximum amount of the line of credit to $1.5 million.

Cash provided by operating activities was $594,912 and $478,500 for the years ending December 31, 2007 and December 31, 2006, respectively. During 2007, the cash provided by operating activities was primarily due to a net profit of $310,292 net of adjusted non cash expenses and a positive working capital of $284,620.  The non cash expense items included depreciation and amortization expense of $ 601,181 and imputed cost of stock based compensation of $386,645 offset by a net loss of $ 661,737. During 2006, the cash provided by operating activities was primarily due to a positive change in working capital of $636,377 offset by a net loss of $(157,877) net of adjusted non cash expenses. The non cash expense items included depreciation and amortization expense of $565,688 and imputed cost of stock based compensation of $297,262.

Cash used in investing activities was $508,596 and $397,638 for the years ending December 31, 2007 and December 31, 2006, respectively. Cash was used to purchase property and equipment needed to support our operations and $50,113 of restricted cash was required to be on deposit with a bank for as long as certain credit cards issued to us are outstanding. These amounts include costs of demonstration systems used by our sales teams and which, in some cases, are ultimately sold to customers.

Cash used in financing activities was $364,234 and $180,871 for the years ending December 31, 2007 and December 31, 2006, respectively. In the year ending December 31, 2007, $232,162 was provided by increased borrowing under the BFI line of credit, $3,604 was provided from exercise of warrants, and $600,000 was used to pay down principal owing under the Alexandria loan. In the year ending December 31, 2006, $375,000 was provided from issuance of a convertible note, $37,709 was provided by increased borrowing under the BFI line of credit, $14,488 was provided from exercise of warrants, $8,068 was used to repurchase common stock, and $600,000 was used to pay down principal owing under the Alexandria loan.

 The BFI asset-based loan facility allows us to borrow against only a fraction of its shipments to a maximum of $1.5 million.   Certain international shipments in particular are not eligible for inclusion in the borrowing base of the BFI facility.  As a result of these exclusions, the BFI loan balance remained below $1 million for a majority of 2007.  We experience significant swings in working capital requirements on a quarterly basis for two principal reasons.  First, many of our key suppliers are small firms that are unable to ship components on short notice.  Second, sales orders are often concentrated in the last month of the quarter.  Both these factors often cause us to purchase component inventory in advance of shipping products.  Although we generated positive EBITDA throughout 2007, we rely on the BFI facility to partially fund working capital.  Should we fail to ship sufficient product for whatever reason in a timely fashion, or if international sales accelerate significantly, a shortfall in working capital could occur due to an inability to borrow sufficient funds from BFI.  We raised additional funds through the sales of certain patents and restricted stock. Despite these recent funding efforts, we may require additional capital resources in order to conduct our operations and develop our products. We estimate that our capital resources will be sufficient to fund our current level of operations over the near term. However, additional funds may be required to implement our business plan over the longer term. We may not be successful in raising such additional capital on favorable terms or at all. The sale of equity or convertible debt securities in the future may be dilutive to our stockholders, and debt financing arrangements may require us to pledge certain assets and enter into covenants that could restrict certain business activities or our ability to incur further indebtedness and may contain other terms that are not favorable to us or our stockholders. If we are unable to obtain adequate funds on reasonable terms, we may be required to curtail operations significantly or to obtain funds by entering into financing agreements on unattractive terms.

ITEM 7. FINANCIAL STATEMENTS

Our audited financial statements for the fiscal years ended December 31, 2007 and December 31, 2006 follow Item 14 of this Annual Report on Form 10-KSB, beginning at page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

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ITEM 8A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

 As of the end of the period covered by this Annual Report, management performed, with the participation of our Chief Executive Officer/Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the report we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management including our Chief Executive Officer/Chief Financial Officer, to allow timely decisions regarding required disclosures.  Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer/Chief Financial Officer concluded that, as of December 31, 2007, the Company’s disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

 Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.   Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management has conducted, with the participation of our Chief Executive Officer/Chief Financial Officer, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of December 31, 2007.  Management’s assessment of internal control over financial reporting was conducted using the criteria in Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.   In connection with management’s assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weaknesses in our internal control over financial reporting as of December 31, 2007.

1.   The Board of Directors has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically;

a.   Board of Directors delegation of authority has not been formally documented

b.   Insufficient oversight of accounting principle implementation

c.   The whistleblower program has not been adequately communicated to employees

d.   Insufficient oversight of external audit specifically related to executive sessions

2.   There is a strong reliance on the external auditors to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.

3.   We have not maintained sufficient competent evidence to support the effective operation of our internal controls over financial reporting, specifically related to management’s review of journal entries; account analyses, reconciliations, and other records underlying recorded amounts; customer contracts; and critical spreadsheet controls.

4.   We have not adequately divided, or compensated for, incompatible functions among personnel to reduce the risk that a potential material misstatement of the financial statements would occur without being prevented or detected. Specifically, journal entries or account analyses prepared by the Controller are not subject to review, and access to our acounting modules has not been adequately restricted. 

 Because of the material weaknesses noted above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2007, based on Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by (“COSO”).

 This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

15

Remediation of Material Weaknesses in Internal Control Over Financial Reporting

 Management is in the process of addressing its material weaknesses in an effort to improve its system of internal control over financial reporting through the following actions:

1.   Regarding financial reporting monitoring:

a.   Our CEO/CFO will prepare a formal documentation of delegation policy that will be reviewed and approved by the Board.

b.   Future Audit Committee meetings will specifically include reviews over our implementation of accounting principles.

c.   The Company’s existing whistleblower program will be posted on our website as well as at our offices.  The whistleblower program will include a confidential telephone number to report any violations.

d.   Although the Audit Committee has held annual sessions with our external auditor without our management present, these sessions will be documented in the future.

2.   As a small company, we do not have the resources to have dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance.  As is the case with many small firms, we will continue to work with our external auditors and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements.  We have found this approach has worked well in the past and believe it to be the most cost effective solution available over the foreseeable future.

3.   We will conduct a review of existing signoff and review procedures as well as document control protocols for critical accounting spreadsheets.  We will also increase management’s review of key financial documents and records.

4.   As a small company, we do not have the resources to fund sufficient staff to ensure complete segregation of responsibilities within the accounting function.  However, our management does review, and will increase the review of, financial statements on a monthly basis, and our external auditor conducts reviews on a quarterly basis.  We will make our information technology group the primary system administrator for our accounting system and will restrict access to specific modules of the accounting system on a need-to-use and/or read-only basis. These actions, in addition to improvements made under item 3 above, will minimize any risk of a potential material misstatement occurring.

 The foregoing initiatives will enable us to improve our internal controls over financial reporting.  Management is committed to continuing efforts aimed at improving the design adequacy and operational effectiveness of its system of internal controls.  The remediation efforts noted above will be subject to the Company’s internal control assessment, testing and evaluation process.

Changes in Internal Control Over Financial Reporting

 There were no changes in our internal control over financial reporting during the fourth quarter ended December 31, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

16

ITEM 8B. OTHER INFORMATION

•      Additional BFI Loans - Pursuant to a Secured Promissory Note (Non-Revolving) dated January 15, 2008, the Company received $250,000 from BFI. The interest rate was variable (prime plus 3%), the outstanding balance was subject to a 0.50% per month administrative fee, and the single advance was subject to a loan fee of $3,750. This loan was repaid in full January 23, 2008. Pursuant to the terms of the Secured Promissory Note (Purchase Order Financing – Non-Revolving) and Second Modification to Loan and Security Agreement, both dated February 29, 2008, the Company again received $250,000 from BFI. The interest rate is variable (prime plus 3%), the outstanding balance is subject to a 0.50% per month administrative fee, and each advance is subject to an additional fee equal to 1.50% of the amount drawn. As of March 28, 2008 $211,883 had been repaid.

PART III

[Certain information required by Part III is omitted from this report because the Company will file a definitive proxy statement within 120 days after the end of its fiscal year pursuant to Regulation 14A (the “Proxy Statement”) for its 2007 annual meeting of stockholders, and the information included in the Proxy Statement is incorporated herein by reference.]

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth information, as of March 31, 2008, with respect to some of our executive officers who are not directors:

NAME	AGE	POSITION
Jeff Whitmore	38	Vice President Global Sales
Siavash Ghazvini	38	Vice President Marketing and Business Development

JEFF WHITMORE has been our Vice President of Global sales since 2006. Prior to joining us, Mr. Whitmore directed the European Life Sciences sales team for Molecular Devices while based in the United Kingdom from 2004 until 2006, and held sales positions for Molecular Devices in Southern California from 2002 until 2004, Bio-Rad Laboratories, Inc. from 2000 until 2002, Schrieber Foods Incorporated from 1998 until 2000, and Cargill Incorporated from 1995 until 1998. Mr. Whitmore began his career as a microbiologist for Cargill in 1994. Mr. Whitmore holds a B.S. degree in microbiology from the University of Wisconsin.

 SIAVASH GHAZVINI has been our Vice President of Marketing and Business Development since 2003. Before joining the Company, Mr. Ghazvini Mr. Ghazvini worked with Xagros Technologies, a seed stage, venture financed, molecular diagnostic biotechnology company engaged in research and development to commercialize consumable reagents, disposable test cassettes and instrumentation for early detection and identification of infectious agents. Before that he was Vice-President, Strategic Corporate and Business Development for Combimatrix, a publicly traded biotechnology company engaged in development of rapidly customizable semiconductor based, software addressable biochips. Mr. Ghazvini also has an in depth understanding of the gel imaging and bioinformatics market having founded and led Nucleotech Corporation which developed, manufactured, and marketed an integrated line of advanced imaging systems and bioinformatics software for biology and medicine. Mr. Ghazvini has his BS in Genetics at University of California at Davis and attended graduate school in molecular biology at San Francisco State University.

Code of Ethics

 We previously adopted a Code of Ethical Conduct applicable to all directors, officers and employees, a copy of which will be made available on our website at www.alphainnotech.com under the caption Investors. 

 The remainder of this Item is incorporated by reference to the Proxy Statement.

ITEM 10. EXECUTIVE COMPENSATION 

 Incorporated by reference to the Proxy Statement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Incorporated by reference to the Proxy Statement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Incorporated by reference to the Proxy Statement.

17

ITEM 13. EXHIBITS

Number	Description
2.11	Agreement and Plan of Merger dated as of December 14, 2004
2.22	Amendment No. 1 to Agreement and Plan of Merger dated April 6, 2005
2.33	Amendment No. 2 to Agreement and Plan of Merger dated July 6, 2005
2.44	Amendment No. 3 to Agreement and Plan of Merger dated August 25, 2005
3.15	Certificate of Incorporation
3.1.15	Certificate of Amendment to Certificate of Incorporation
3.26	Bylaws
4.17	1993 Stock Incentive Plan*
4.28	2000 Stock Incentive Plan*
4.35	Amended and Restated 1999 Stock Option Plan of Alpha Innotech Corporation*
4.45	2001 Milestone Stock Option Plan of Alpha Innotech Corporation*
4.59	2006 Equity Incentive Plan*
4.65	Secured Promissory Note Issued to Alexandria Dated April 8, 2005
4.75	Loan and Security Agreement with BFI dated March 9, 2004
4.810	Form of Convertible Note Issued to ETP/FBR Venture Capital II, LLC
4.910	Form of Warrant Issued to ETP/FBR Venture Capital II, LLC
4.109	Form of 2006 Equity Incentive Plan Stock Option Agreement
4.11	Form of 2006 Equity Incentive Plan Stock Award Agreement
10.110	Form of Securities Purchase Agreement with ETP/FBR Venture Capital II, LLC

1 Incorporated by reference to our Form 8-K filed December 17, 2004

2 Incorporated by reference to our Form 8-K filed April 12, 2005.

3 Incorporated by reference to our Form 8-K filed July 11, 2005.

4 Incorporated by reference to our Form 8-K filed August 26, 2005.

5 Incorporated by reference to our Form 8-K filed October 7, 2005.

6 Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 33-20584).

7 Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994.

8 Incorporated by reference to Registrant's Definitive Proxy Statement filed on June 23, 2000.

9 Incorporated by reference to our Form S-8 filed October 19, 2006.

10 Incorporated by reference to our Quarterly Report on Form 10-QSB for the quarter ending June 30, 2006 filed August 14, 2006.

18

10.25	Employment Agreement between Alpha Innotech Corporation and Haseeb Chaudhry dated May 11, 2001*
10.35	Amendment No. 1 to Employment Agreement with Haseeb Chaudhry dated April 6, 2005*.
10.4	Agreement and General Release with Haseeb Chaudhry dated October 27, 2006*.
10.55	Employment Agreement between Alpha Innotech Corporation and Darryl Ray dated May 11, 2001*
10.65	Amendment No. 1 to Employment Agreement with Darryl Ray dated April 6, 2005.*
10.7	Agreement and General Release with Darryl Ray dated March 31, 2006*
10.811	Employee offer letter to Ronald H. Bissinger*
10.912	First Modification to Loan and Security Agreement with BFI Business Finance dated as of October 26, 2007
10.10	Secured Promissory Note to BFI Business Finance dated January 15, 2008
10.11	Second Modification to Loan and Security Agreement with BFI Business Finance dated as of February 29, 2008
10.12	Secured Promissory Note to BFI Business Finance dated February 29, 2008
10.1313	Employment contract with Ronald H. Bissinger dated July 17, 2007
10.14	Common Stock Purchase Agreement with William Snider dated as of March 13, 2008
11.114	Statement regarding computation of per share earnings
14.115	Code of Ethical Conduct
21.1	Subsidiaries of the small business issuer
23.1	Letter of Consent From Independent Registered Public Accounting Firm, Rowbotham & Company
24.116	Power of attorney
31.1	Rule 13a-14(a) Certification (CEO and CFO)
32.1	Section 1350 Certification (CEO and CFO)

* Management contract or compensatory plan

11 Incorporated by reference to our Form 8-K filed March 9, 2006.

12	Incorporated by reference to our Form 10-QSB filed November 14, 2007.
13	Incorporated by reference to our Form 8-K filed July 20, 2007

14 Incorporated by reference to the discussion of “Loss per Share” located in Note 1 of the consolidated financial statements for the years ended December 31, 2007 and 2006 of this report.

15 Copy will be made available on our website at www.alphainnotech.com

16 Incorporated by reference to Power of Attorney located on page S-1 of this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference to the Proxy Statement.

19

Index to Consolidated Financial Statements

	Page
Alpha Innotech Corp.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheet	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Changes in Shareholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To Board of Directors and Shareholders of

Alpha Innotech Corp.

We have audited the accompanying consolidated balance sheet of Alpha Innotech Corp. and subsidiaries (the “Company”) as of December 31, 2007, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two year period then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal controls 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 consolidated 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 the Company as of December 31, 2007, and the results of their operations and their cash flows for each of the years in the two year period then ended, in conformity with United States generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses from operations, negative cash flows from operations and has both a working capital and a capital deficit at December 31, 2007, that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Rowbotham and Company LLP

San Francisco, California

March 28, 2008

F-2

ALPHA INNOTECH CORP.

Consolidated Balance Sheet

As of December 31, 2007

	2007
Assets
Current assets:
Cash and cash equivalents	$	167,738
Restricted cash		50,113
Accounts receivable, net		2,229,698
Inventory, net		1,006,085
Prepaid expenses and other current assets		218,780
Total current assets		3,672,414
Property and equipment, net		914,383
Other assets		90,232
Total assets	$	4,677,029
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	1,785,909
Accrued liabilities		1,329,860
Current portion of debt		1,406,968
Deferred revenue		1,027,006
Other liabilities		265,526
Total current liabilities		5,815,269
Debt, net of current portion		307,938
Commitments and contingencies		—
Shareholders’ deficit:
Common stock, $0.01 par value per share: 50,000,000 shares authorized, 10,462,576 shares issued and outstanding		104,626
Additional paid-in capital		17,492,662
Accumulated deficit		(19,035,398	)
Treasury stock		(8,068	)
Total shareholders’ deficit		(1,446,178	)
Total liabilities and shareholders’ deficit	$	4,677,029

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ALPHA INNOTECH CORP.

Condensed Consolidated Statements of Operations

For the Years Ended December 31, 2007 and 2006

	2007			2006
Revenue	$	15,321,729		$	13,253,844
Cost of goods sold		6,885,032			6,314,064
Gross profit		8,436,697			6,939,780
Operating costs and expenses:
Sales and marketing		4,873,866			4,064,723
Research and development		1,322,758			1,227,324
General and administrative		2,594,936			2,380,836
Total operating costs and expenses		8,791,560			7,672,883
Loss from operations		(354,863	)		(733,103	)
Other expense:
Interest expense		(299,549	)		(318,630	)
Other expense, net		(7,325	)		53,479
Total other expense		(306,874	)		(265,151	)
Net loss	$	(661,737	)	$	(998,254	)
Net loss per share - basic and diluted	$	(0.06	)	$	(0.10	)
Weighted average shares outstanding - basic and diluted		10,373,426			9,880,221

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ALPHA INNOTECH CORP.

Condensed Consolidated Statements of Changes in Shareholders’ Deficit

For the Years Ended December 31, 2007 and 2006

	Common Stock							Treasury Stock
	Number of Shares		Amount		Additional Paid-in Capital			Number of Shares		Amount			Accumulated Deficit			Total
Balance at January 1,  2006		9,725,809	$	97,258	$	16,703,678			—	$	—		$	(17,375,407	)	$	(574,471	)
Cashless exercise of warrants		92,211		922		7,146			4,746		(8,068	)		—			—
Exercise of warrants for cash		73,373		734		5,686			—		—			—			6,420
To record debt discount associated with APB 14 financing ETP		—		—		94,353			—		—			—			94,353
FAS 123 (R) Stock based compensation		—		—		297,262			—		—			—			297,262
Net loss		—		—		—			—		—			(998,254	)		(998,254	)
Balance at December 31, 2006		9,891,393	$	98,914	$	17,108,125			4,746	$	(8,068	)	$	(18,373,661	)	$	(1,174,690	)
Issuance of restricted shares		530,000		5,300		(5,300	)		—		—			—			—
Exercise of warrants		41,183		412		3,192			—		—			—			3,604
FAS 123 (R) Stock based compensation						386,645			—		—			—			386,645
Net loss														(661,737	)		(661,737	)
Balance at December 31, 2007		10,462,576	$	104,626	$	17,492,662			4,746	$	(8,068	)	$	(19,035,398	)	$	(1,446,178	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

ALPHA INNOTECH CORP.

Condensed Consolidated Statements of Cash Flows

For the Years Ended December 31, 2007 and 2006

	2007			2006
Cash flows from operating activities:
Net loss	$	(661,737	)	$	(998,254	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		601,181			565,668
Allowance for sales returns and doubtful accounts		(12,320	)		28,711
Allowance for excess and obsolete inventory		4,698			(14,025	)
Provision for demo equipment		(8,175	)		(46,825	)
Gain on disposal of property and equipment		—			1,165
Accretion of debt discount to interest expense		—			8,421
Share-based compensation		386,645			297,262
Change in operating assets and liabilities:
Accounts receivables		(27,968	)		192,448
Inventory		(377,231	)		332,484
Prepaid expenses and other current assets		(29,256	)		22,463
Other assets		1,075			(14,982	)
Accounts payable		177,623			111,457
Accrued liabilities		354,194			(108,672	)
Deferred revenue		131,131			120,904
Other liabilities		55,052			(19,725	)
Net cash provided by operating activities		594,912			478,500
Cash flows from investing activities:
Restricted cash		(50,113	)		—
Purchase of property and equipment		(458,483	)		(397,638	)
Net cash used in investing activities		(508,596	)		(397,638	)
Cash flows from financing activities:
Proceeds from borrowing of debt obligation		232,162			37,709
Repayment of debt obligation		(600,000	)		(600,000	)
Proceeds from issuance of convertible notes		—			375,000
Proceeds from exercise of warrants		3,604			14,488
Repurchase of common stock		—			(8,068	)
Net cash used in financing activities		(364,234	)		(180,871	)
Net decrease in cash and cash equivalents		(277,918	)		(100,009	)
Cash and cash equivalents at the beginning of the year		445,656			545,665
Cash and cash equivalents at the end of the year	$	167,738		$	445,656

	2007		2006
Supplemental disclosures of cash flow information:
Interest paid during the year	$	299,549	$	318,630
Income taxes paid during the year	$	—	$	—
Supplemental disclosure of non-cash investing and financing activities:
Issuance of restricted shares at par value	$	5,300	$	—
Issuance of common stock warrant	$	—	$	94,353

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

1. Summary of Significant Accounting Policies

Nature of Operations - Alpha Innotech Corporation was incorporated and began operations in June 1992, in the state of California, with facilities in San Leandro, California. Xtrana, Inc. was incorporated in January 1987 in the state of Delaware. On October 3, 2005, Alpha Innotech Corporation was acquired by Xtrana, Inc. In the transactions, Alpha Innotech Corporation merged with a subsidiary of Xtrana, Inc. and became a wholly-owned subsidiary of Xtrana, Inc. Xtrana, Inc. changed its corporate name to Alpha Innotech Corp. and obtained a new trading symbol APNO.OB.

Alpha Innotech Corp. and subsidiary (the “Company”) develop and market both macro imaging and micro imaging systems. The macro imaging systems are used for image documentation, quantitative analysis, and image archiving. These systems are used with electrophoresis samples (gel, blots, autoradiographs, etc), microscopy applications, and general imaging from insects to culture plates. The micro imaging systems address the micro array, multiplex array and cell based markets. Researchers use the microimaging products to analyze slides or multi-well microplates printed with genomic, proteomic or cellular samples and in some cases, fixed cell cultures.

Management’s Plan - In the past, the Company has incurred substantial losses and negative cash flows from operating activities. For the year ended December 31, 2007, the Company incurred a loss from operations of $661,737 and has a working capital deficiency and a shareholders’ deficit as of December 31, 2007. However, the Company generated positive cash flows from operations of $594,912 and $478,500 for the years ended December 31, 2007 and 2006, respectively. Furthermore, since December 31, 2007 the Company has received cash from the sale of patents and unregistered securities and through additional short term borrowings from BFI. As a result, management believes the Company has sufficient cash to fund operations in the near term.

Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives.

Going Concern - The accompanying condensed consolidated financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company has incurred recurring losses from operations and was unable to generate positive cash from operations from 1999 through 2005. These conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management plans to manage expenses and operate using the existing line of credit. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Basis of Presentation - The accompanying consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America.

Principles of Consolidation - The consolidated financial statements include the financial statements of Alpha Innotech Corp. and its wholly-owned subsidiaries. All significant transactions and balances between the Company and its subsidiaries have been eliminated in consolidation.

Uses of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Fair Value of Financial Instruments - The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and other liabilities approximate fair value due to the short maturities of these instruments. The carrying fair value debt approximate fair value, as interest is tied to or approximates market rate.

Foreign Currencies - The United States dollar is the reporting currency for the Company. The functional currency used by Alpha Innotech Limited is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate at the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

F-7

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

Cash and Cash Equivalents - For purposes of reporting cash flows, the Company considers all short-term, interest-bearing deposits with original matures of three months or less to be cash equivalents. Cash and cash equivalents include money market funds and various deposit accounts.

Restricted Cash - Represents the required amount to be on deposit with a bank for as long as certain credit cards issued to the Company are outstanding.

Inventories - Inventories are stated at the lower of cost or market, cost being determined using the first-in, first out (“FIFO”) method. Reserves are established for excess or obsolete inventories.

Property and Equipment - Property and equipment are stated at cost less accumulated depreciation and are depreciated over their estimated useful lives of the related assets principally using the straight-line method: 18 months for demo and loaner equipment, 3 years for computer hardware and software, 5 to 7 years for furniture, fixture and equipment. Leasehold improvements are recorded at cost. Amortization is provided using the straight-line method over the shorter of their estimated useful lives or the term of the lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in other income and expense. Maintenance and repairs are charged to operations as incurred.

Income Taxes - Income taxes are accounted for using the asset and liability approach whereby deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance for deferred taxes for which it does not consider realization of such assets to be more likely than not. At December 31, 2007, a full valuation has been established for the deferred tax assets, as management believes that it is more likely than not that a tax benefit will not be realized.

Impairment of Long-lived Assets - The Company evaluates its long-lived assets for indications of possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the future net undiscounted cash flows, which the assets are expected to generate. Should an impairment exist, the impairment would be measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the asset. There have been no such impairments of long-lived assets through December 31, 2007.

Revenue Recognition - The Company’s revenue is derived from the sale of digital imaging systems, net of returns and allowances, and is generally recognized when a contract is executed, all delivery obligations have been met, the fee is fixed and determinable, and collectibility is probable. All products are sold with a 1-year warranty agreement and the Company records an associated reserve for estimated warranty costs.

For products sold where software is deemed to be more than incidental, the Company follows Statement of Position ("SOP") 97-2, "Software Revenue Recognition," as amended. Revenue earned on software arrangements involving multiple elements is allocated to each element based on vendor-specific objective evidence, which is based on the price charged when the same element is sold separately. When a digital imaging system is sold, the multiple elements are software and maintenance and support. Revenue allocated to software is recognized when a contract is executed, all delivery obligations have been met, the fee is fixed and determinable, and collection is probable. Revenue allocated to maintenance and support is recognized as deferred revenue when a contract is executed, all delivery obligations have been met, the fee is fixed and determinable, and collection is probable. Deferred revenue for maintenance and support is recognized ratably over the maintenance term, typically for a period of one year, beginning when a digital imaging system is considered sold or an extended maintenance and support contract is signed.

Revenue is recorded net of estimated returns. The Company’s management makes estimates of potential future product returns related to current period revenue. The Company analyzes historical returns, current economic trends and changes in its customer demand and acceptance of its product when evaluating the adequacy of its allowance for sales returns and other allowances, such as allowance for bad debts, in any accounting period. As of December 31, 2007, the Company’s allowance for sales returns was $133,291 and its allowance for doubtful accounts was $5,000.

Advertising Expenses - The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2007 and 2006 were $49,130 and $79,541 respectively.

F-8

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

Research and Development - Research and development costs are charged to operations as incurred.

Software Development Costs - Software development costs are included in research and development and are expensed as incurred. After technological feasibility is established, material software development costs are capitalized until the product is available for general release. The capitalized cost is then amortized on the straight-line basis over the estimated product life, or on the ration of current revenues to total projected project revenues, whichever is greater. To date, the period between achieving technological feasibility, which the Company has defined as the establishment of a working model and the point at which the product is ready for general release has been short and software development costs qualifying for capitalization have been insignificant. Accordingly, the Company has not capitalized any software development costs.

Share-Based Employee Compensation - Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123R using the modified prospective transition method. Under the modified prospective transition method, prior periods are not restated for the effect of SFAS 123R. Starting with the first quarter of 2006, compensation cost includes all share-based payments granted prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and compensation for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. The Company recognizes the fair value of its stock option awards as compensation expense over the requisite service period of each award, generally four years. Compensation expense related to stock options granted prior to January 1, 2006 and on or after January 1, 2006 is recognized on a straight-line basis.

Prior to the adoption of SFAS 123R, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The Company also followed the disclosure requirements of SFAS 123, “Accounting for Stock Based Compensation.” In general, as the exercise price of options granted under the Company’s plans was equal to market price of the underlying common stock on the grant date, no share-based employee compensation was recognized in the Company’s net (loss) for periods prior to the adoption of SFAS 123R.

Loss Per Share - Basic net loss per share to common shareholders is calculated based on the weighted-average number of shares of common stock outstanding during the period excluding those shares that are subject to repurchase by the Company. Diluted net loss per share attributable to common shareholders would give effect to the dilutive effect of potential common stock consisting of stock options, warrants, and preferred stock. Dilutive securities have been excluded from the diluted net loss per share computations as they have an antidilutive effect due to the Company’s net loss.

The following outstanding stock options, warrants, common stock subject to repurchase by the Company, and preferred stock (on an as-converted into common stock basis) were excluded from the computation of diluted net loss per share attributable to holders of common stock as they had an antidilutive effects of December 31, 2007 and 2006:

	2007		2006
Shares issuable upon exercise of stock options		—		54,818
Shares issuable upon exercise of warrants		336,934		398,214
Denominator for basic and diluted calculations		336,934		453,032

Comprehensive Loss - For all periods presented, there were no differences between net loss and comprehensive loss.

Concentration of Credit Risk - Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of trade receivables and holdings of cash. The Company’s credit risk is managed by investing its cash in high-quality money market instruments. The receivables credit risk is controlled through credit approvals, credit limits, monitoring procedures, and establishment of a reserve for doubtful accounts.

Material Customers - GE Healthcare provided 23.6% and 18.6% of the Company’s revenues in the years ended December 31, 2007 and December 31, 2006, respectively. Accounts receivable owing from GE Healthcare were 29.5% and 35.8% of all Company accounts receivable at December 31, 2007 and December 31, 2006, respectively.

Segments - The Company has adopted SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information (“SFAS 131”). SFAS 131 established standards for reporting information about operating segments in financial reports issued to shareholders. It also established standards for related disclosures about products and services, geographic areas and major customers. The Company develops and markets both macro imaging and micro imaging systems. Operating segments are defined as component of the Company’s business for which separate financial information is available that is evaluated by the Company’s chief operating decision maker (its CEO) in deciding how to allocate resources and assessing performance. The Company’s only operating segment consist of sales of both macro and micro imaging systems to customers.

F-9

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

Recent Accounting Pronouncements – In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets-An Amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. The statement permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. SFAS 156 is effective as of the beginning of the first fiscal year that begins after September 15, 2006, with earlier adoption permitted. The adoption of SFAS 156 did not have an effect on the Company's financial statements.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which is an interpretation of SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a significant effect on the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not believe that the adoption of SFAS 157 will have a significant effect on its financial statements.

In September 2006, the SEC released SAB 108 “Considering the effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108). SAB 108 addresses the process of quantifying financial statement misstatements, such as addressing both the carryover and reversing effects of prior year misstatements on the current year financial statements. SAB 108 became effective for our fiscal year ended December 31, 2006. The adoption of this statement had no impact on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations and have not yet elected this fair value option for any assets or liabilities.

In December, 2007, the FASB issued Statement 141R, “Business Combinations” (SFAS 141R).  SFAS 141R replaces SFAS 141.  SFAS 141R requires the acquirer of a business to recognize and measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at fair value.  SFAS141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The effective date for Alpha Innotech will be January 1, 2009.  We have not yet determined the impact of SFAS 141R related to future acquisitions, if any, on our consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position No. 140-3 Accounting for Transfers of Financial Assets and Repurchase Transactions (FSP 140-3). This position provides guidance on accounting for a transfer of a financial asset and a repurchase financing. This statement will become effective for the Company as of January 1, 2009, and is not expected to result in additional disclosures nor expected to have a material effect on the Company’s results of operations or financial condition.

In February 2008, the FASB issued FASB Staff Position No. FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13. This staff position amends FASB Statement No. 157, Fair Value Measurements, to exclude FASB Statement No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under Statement 13. This statement is not expected to have a material effect on the Company’s results of operations or financial condition.

F-10

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

2.         Balance Sheet Components

Accounts receivable consisted of the following at December 31, 2007:

	2007
Accounts receivable	$	2,367,989
Less allowance for sales returns		(133,291	)
Less allowance for doubtful accounts		(5,000	)
Accounts receivable, net	$	2,229,698

Inventory consisted of the following at December 31, 2007:

	2007
Raw materials	$	896,935
Inventory in transit		155,681
Less allowance for excess and obsolete inventory		(46,531	)
Inventory, net	$	1,006,085

Property and equipment consisted of the following at December 31, 2007:

	2007
Machinery and equipment	$	435,617
Furniture and fixtures		208,201
Leasehold improvements		1,507,500
Loaner and demonstration units		1,160,053
Computers		358,443
Software		103,796
Total property and equipment		3,773,610
Less accumulated depreciation and amortization		(2,859,227	)
Property and equipment, net	$	914,383

In 2002, the Company entered into a capital lease agreement for production equipment. As of December 31, 2007, property and equipment includes $4,756 of equipment under capital lease and accumulated amortization of assets under capital lease was $4,756.

F-11

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

Accrued liabilities consisted of the following at December 31, 2007:

	2007
Payroll and related costs	$	455,641
Warranty		153,251
Audit and tax service fees		62,250
Finder’s fee		175,000
Consultant and Board member fees		1,792
Founder's Bonus		398,162
Other		83,764
Total accrued liabilities	$	1,329,860

3. Debt

Debt consisted of the following at December 31, 2007:

	2007
Alexandria Finance, LLC Term Loan	$	200,000
BFI Business Finance Line of Credit		1,206,968
ETP Venture Capital II LLC Convertible Note, net of debt discount		307,938
Total debt		1,714,906
Less current portion		(1,406,968	)
Debt, net of current portion	$	307,938

BFI Business Finance Line of Credit - In March 2004, the Company established a line of credit with BFI Business Finance (“BFI”), in which the Company uses its accounts receivable as collateral and obtains advances from BFI up to 80% of the Company’s accounts receivable balance at the time of the borrowing, but with principal advances not to exceed $1 million. Effective October 26, 2007, BFI and the Company entered into a First Modification to Loan and Security Agreement ("Modification") raising the maximum amount of the line of credit to $1.5 million. The interest rate of the line of credit is variable, and bears interest at a rate of 3% over prime. The interest rate as of December 31, 2007 and December 31, 2006 was 10.22% and 11.23%, respectively. Interest expense on the line of credit for the years ended December 31, 2007 and December 31, 2006 was $198,932 and $167,633, respectively.

Alexandria Finance, LLC Term Loan - In connection with funding of operations and sales and marketing efforts of new products and new sales channel in April 2005, the Company executed a term loan in the amount of $1,500,000 payable to Alexandria Finance, LLC. The Company issued as warrant to Alexandria Equities, LLC to purchase an aggregate of 720,000 shares (pre-merger) of common stock with an exercise price of $0.20 per share (pre-merger) and issued a warrant to ETP Finance Corp. to purchase an aggregate of 180,000 shares (pre-merger) of common stock with an exercise price of $0.20 per share (pre-merger) in association with the term loan. The loan matures in April 2008 with principal payment of $50,000 per month, starting November 2005. The interest rate applicable to the term loan is 12.5%. Interest expense on the term loan for the year ended December 31, 2007 and December 31, 2006 was $59,212 and $134,212.

Maturities are as follows:

Year ending December 31:
2008	$	200,000
Alexandria Finance, LLC Term Loan	$	200,000

F-12

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

ETP/FBR Venture Capital II, LLC Convertible Note - On July 21, 2006, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) between the Company and ETP/FBR Venture Capital II, LLC (the “Purchaser”), the Company completed a private placement offering of a subordinated Senior Convertible Note in the principal amount of $375,000 Note”) and a warrant to purchase 125,000 shares of the Company’s common stock (the “Warrant”)(See Note 6, Common Stock). The Note bears interest at a rate of 3% per year and is due on July 20, 2011. Interest expense accrued on the note for the year ended December 31, 2007 was $11,725. During the occurrence of an "Event of Default" under the Note, the Note will bear interest at a rate of 10% per year. The Note is convertible into shares of common stock of the Company at an initial conversion price of $1.60 per share of common stock. The Note is subordinate in right of payment to the Company's existing "Senior Debt", specifically (1) Loan and Security Agreement with BFI dated March 9, 2004; and (2) the Secured Promissory Note dated April 8, 2005 and related loan documents in favor of Alexandria Finance, LLC. The Warrant is exercisable at the price of $1.20 per share. William Snider, a director of the Company, is a general partner of the Purchaser. William Snider is also a general partner of ETP/FBR Venture Capital LLC, which currently owns approximately 14.2% of common stock of the Company.

Maturities are as follows:

Year ending December 31:
2011	$	307,938
ETP/FBR Venture Capital II, LLC Convertible Note	$	307,938

4. Commitments and Contingencies

The Company rents its office facilities under an operating lease, which expires on December 2011. Under the terms of the lease, the Company is responsible for taxes, insurance and maintenance expenses. Rent expense for the years ended December 31, 2007 and 2006 was $575,135 and $578,500, respectively.

At December 31, 2007, total future minimum facility lease payments are as follows:

Year ending December 31:
2008	$	587,040
2009		589,558
2010		592,127
2011		545,185
Total minimum lease obligation	$	2,313,910

Under the terms of the 2001 facility lease agreement, the Company is obligated to provide the lessor with a security deposit of $66,500, which is included in other assets.

5. Income Taxes

No provision or benefit for income taxes has been recognized for the years ended December 31, 2007 and 2006 as the Company has incurred net operating losses for tax purposes and had no loss carryback potential.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2007 and 2006 are as follows:

	2007			2006
Net operating loss carryforwards	$	3,677,511		$	3,626,096
Research and development credits		759,099			665,141
Reserves and accruals		1,281,102			1,191,544
Total		5,717,712			5,482,781
Less valuation allowance		(5,717,712	)		(5,482,781	)
Deferred taxes	$	—		$	—

F-13

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

The net change in the valuation allowance for the years ended December 31, 2007 and 2006 was $234,931 and $364,495, respectively. Management believes that sufficient uncertainty exists regarding the future realization of deferred tax assets, and, accordingly a full valuation allowance is required.

The difference between the expected provision for income taxes, based on the U.S. federal statutory tax rate of 34%, to the Company’s actual income tax provision, effective tax rate of 0%, relates to a full valuation allowance.

At December 31, 2007, the Company had federal and state net operating loss carryforwards of approximately $9,555,000 and $7,351,000 respectively. The federal and state net operating loss carryforwards will expire in various periods through 2027.

At December 31, 2007, the Company had federal and state research and development tax credits of approximately $759,000. The federal research and development tax credits will expire in various periods through 2027 and the California state research and development tax credits can be carried forward indefinitely.

Utilization of net operating loss carryforwards may be subject to substantial limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses and tax credits before utilization.

6. Common Stock

Warrants for Common Stock - During 2006, the Company issued warrants to ETP Venture Capital II, LLC to purchase an aggregate of 125,000 shares of common stock with an exercise price of $1.20 per share as additional consideration for convertible notes payable in the amount of $375,000. Using the Black-Scholes pricing model and the following assumptions : estimated volatility of 87%, a contractual life of five years, a zero dividend rate, 4.99% risk free interest rate and the fair value of the common stock of $1.15 per share, the Company determined the allocated fair value of the warrants was $94,353 at the date of grant. The warrants were recorded as a discount to the convertible promissory notes. The Company accreted $18,871 and  $8,421 to interest expense for the years ended December 31, 2007 and 2006, respectively, and the remaining interest expense of $67,061 will be amortized over the term of the note which ends on July 20, 2011.

The following table summarizes information concerning outstanding and exercisable common stock warrants as of December 31, 2007:

	Common Stock Warrants Outstanding at December 31, 2007						Common Stock Warrants Exercisable at December 31, 2007
Exercise Price	Number Outstanding		Weighted Average Remaining Contractual Life In Years		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$    0.0875		364,169		4.25	$	0.0875		364,169	$	0.0875
$    1.2000		125,000		8.56	$	1.2000		125,000	$	1.2000
$    1.7500		102,861		4.27	$	1.7500		102,861	$	1.7500
$    8.5900		22,500		2.34	$	8.5900		22,500	$	8.5900
$  14.6900		5,000		2.17	$	14.6900		5,000	$	14.6900
		619,530						619,530

The above common stock warrants remained exercisable at December 31, 2007 and will expire at various dates between March 2009 and July 2016. As of December 31, 2007, the Company had 619,530 warrants outstanding and exercisable to purchase common stock with a weighted exercise price of $1.01 per share. The weighted average remaining life of these warrants at December 31, 2007 was 5.04 years.

Stock Option Plans - At December 31, 2007, the Company hadfive tock option plans (the “Plans”) for the benefit of employees, officers, directors, and consultants of the Company.

F-14

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

As of December 31, 2007, a total of 156,866 shares of Alpha Innotech Corp.’s common stock were reserved for issuance for options already granted under two plans. No additional options will be granted from these two plans. Options granted under the two plans are generally exercisable for a period of ten years from the date of grant at an exercise price that is not less than the closing price of the common stock on the date of grant. Options granted under the Plans generally vest over a one- to five-year period from the date of the grant.

As of December 31, 2007, a total of 1,678,236 shares of Alpha Innotech Corporation’s common stock were reserved for issuance under three plans. No additional options will be granted from two of the three plans. Pursuant to the terms of the Alpha Innotech Corp. 2006 Equity Incentive Plan, (the "2006 Plan") we may award common stock or issue options to purchase common stock to employees, directors and consultants. Options granted under the 2006 Plan may be incentive stock options or non-qualified stock options. Incentive stock options (“ISO”) may be granted only to our employees, officers and directors. Non-qualified stock options (“NSO”) may be granted to employees and consultants. Options are to be granted at an exercise price not less than fair market value for an ISO or 85% of fair value for an NSO. For individual holding more than 10% of the voting rights of all classes stock, the exercise price of an option will not be less than 110% of fair market value. Options granted under the three plans generally vest over a one- to five-year period from the date of the grant.

The combined activity for 2007 and 2006 under the above plans was as follows:

				Outstanding Options
	Shares Available For Grant			Number of Shares			Weighted Average Exercise Price		Aggregate Price
Balance at January 1, 2006		460,368			475,117		$	3.21	$	1,524,282
Authorized under the 2006 Plan		1,000,000			—		$	—		—
Granted		(476,001	)		476,001		$	1.40		665,643
Cancelled		53,693			(53,693	)	$	1.59		(85,198	)
Expired		14,279			(16,604	)	$	4.58		(76,088	)
Balance at December 31, 2006		1,052,339			880,821		$	2.30		2,028,639
Authorized under the evergreen provisions of the 2006 Plan		494,570			—		$	—		—
Restricted shares issued		(530,000	)		—		$	—		—
Granted		(700,800	)		700,800		$	0.99		696,086
Cancelled		98,586			(98,586	)	$	1.03		(101,994	)
Expired		86,693			(149,321	)	$	2.60		(387,894	)
Balance at December 31, 2007		501,388			1,333,714		$	1.68	$	2,234,837

F-15

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

The following information summarizes stock options outstanding at December 31, 2007:

	Options Outstanding at December 31, 2007						Options Exercisable at December 31, 2007
Exercise Price	Number Outstanding		Weighted Average Remaining Contractual Life In Years		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$      0.90		363,000		9.12	$	0.90		—	$	0.90
$      0.95		40,000		8.83	$	0.95		40,000	$	0.95
$      1.12		214,300		9.70	$	1.12		—	$	1.12
$      1.20		60,000		9.47	$	1.20		30,000	$	1.20
$      1.35		119,500		8.40	$	1.35		47,816	$	1.35
$      1.40		16,425		2.65	$	1.40		16,425	$	1.40
$      1.50		30,000		7.93	$	1.50		30,000	$	1.50
$      1.53		200,000		8.27	$	1.53		112,500	$	1.53
$      1.66		56,116		7.34	$	1.66		32,654	$	1.66
$      1.92		3,372		7.05	$	1.92		3,012	$	1.92
$      2.30		11,000		4.60	$	2.30		11,000	$	2.30
$      2.62		72,635		4.53	$	2.62		72,635	$	2.62
$      2.89		60,003		3.41	$	2.89		60,003	$	2.89
$      3.70		49,500		4.31	$	3.70		49,500	$	3.70
$      6.60		2,000		0.83	$	6.60		2,000	$	6.60
$      7.00		6,000		3.47	$	7.00		6,000	$	7.00
$      7.81		1,500		3.25	$	7.81		1,500	$	7.81
$      9.38		200		2.05	$	9.38		200	$	9.38
$      9.40		15,663		1.42	$	9.40		15,663	$	9.40
$    10.00		6,000		2.61	$	10.00		6,000	$	10.00
$    10.30		1,500		2.61	$	10.30		1,500	$	10.30
$    11.56		4,500		0.42	$	11.56		4,500	$	11.56
$    16.87		500		2.18	$	16.87		500	$	16.87
		1,333,714						543,408

The weighted average remaining contractual life of outstanding options at December 31, 2007 was 7.92 years. At December 31, 2007, there were 543,408 options exercisable with a weighted average exercise price of $2.51.

The following table presents share-based compensation expense included in the Consolidated Statement of Operations related to employee and non-employee stock options and restricted shares as follows:

	Twelve Months Ended December 31,
	2007		2006
Cost of goods sold	$	2,441	$	7,191
Sales and marketing		122,363		16,861
Research and development		44,513		14,096
General and administrative		217,328		259,114
Total share-based compensation	$	386,645	$	297,262

F-16

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

As of December 31, 2007, $714,177 of total unrecognized share-based compensation expense related to non-vested awards is expected to be recognized over the respective vesting terms of each award through September 2011. The weighted average term of the unrecognized stock-based compensation is 2.65 years. As of December 31, 2007, $344,491 of total unrecognized share-based compensation expense related to non-vested shares is expected to be recognized over the remaining life of the grant through February 14, 2010.

In the twelve months ended December 31, 2007, no share-based compensation expense was capitalized and there were no recognized tax benefits associated with the share-based compensation charge. The share-based compensation charge did not significantly impact basic and diluted net loss per share in the twelve months ended December 31, 2007. During the twelve months ended December 31, 2007, no significant compensation costs related to the share-based awards to employees was recognized in the Consolidated Statement of Operations.

 The following table summarizes the Company’s non-vested stock option activity for the year ended December 31, 2007:

	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested stock outstanding at January 1, 2007		389,566		$	1.42
Granted		700,800		$	0.99
Vested		(52,153	)	$	1.09
Forfeited		(98,586	)	$	1.03
Expired		(149,321	)	$	2.60
Non-vested stock outstanding at December 31, 2007		790,306		$	1.10

 Total fair value of non-vested shares is $873,003 and $553,183 for the years ended December 31, 2007 and 2006, respectively.

The Company estimates the fair value of stock options using the Black-Scholes Option Pricing Model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of the stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The Company believes that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculation the fair values of the stock options granted in the twelve months ended December 31, 2007.

For these options, the Company calculated the fair value of each option on the date of grant using the Black-Scholes Option pricing model as prescribed in SFAS No. 123 using the following assumptions:

	2007			2006
Risk-free interest		4.72	%		4.74	%
Expected life	10 Years			10 Years
Expected volatility		117	%		73	%
Expected dividend		—			—

The expected life was determined based on the options vesting period and exercise behavior of the employees.

F-17

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

 Activity under the Company’s stock plans for the year ended December 31, 2007 is as follows:

	Shares			Weighted -Average Exercise Price per Share		Weighted-Average Remaining Contractual Terms in Years		Aggregate Intrinsic Value
Outstanding at January 1, 2007		880,821		$	2.30
Grants		700,800		$	0.99
Forfeitures		(98,586	)	$	1.03
Expirations		(149,321	)	$	2.60
Outstanding at December 31, 2007		1,333,714		$	1.68		7.92	$	—
Exercisable at December 31, 2007		543,408		$	2.51		6.22	$	—
Vested and expected to vest at December 31, 2007		543,408		$	2.51		6.22	$	—

The aggregate intrinsic value is the total pretax intrinsic value (i.e, the difference between the Company’s closing stock price on the last trading day of its fourth quarter of 2007 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of that date. The Company’s closing stock price on December 31, 2007 was $0.90.

7. Employee Benefits Plan

The Company offers the Alpha Innotech Corporation 401(k) Retirement Plan (“401(k) Plan”), a qualified voluntary contributory saving plan, available to substantially all the Company’s employees. Eligible employees may contribute up to 15% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. In 2007 and 2006, the Company did not match its employee contribution. The Company’s cost of the 401(k) Plan for the years ended December 31, 2007 and 2006 was $0 and $0, respectively.

8. Business Segment Information

Operating segments are defined as component of the Company’s business for which separate financial information is available that is evaluated by the Company’s chief operating decision maker (its CEO) in deciding how to allocate resources and assessing performance. The Company’s only operating segment consist of sales of both macro and micro imaging systems to customers.

F-18

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

Revenue by geographic areas for the years ended December 31, 2007 and 2006 are as follows:

	2007		2006
North America	$	8,128,413	$	8,155,266
Asia and Pacific Rim		2,696,736		2,203,397
Europe		4,450,748		2,669,519
Other		45,832		225,662
Total revenue	$	15,321,729	$	13,253,844

Long-lived assets by geographic areas as of December 31, 2007 is as follows:

	2007
United States	$	1,004,615
International		—
Total long-lived assets	$	1,004,615

9. Quarterly Financial Data (Unaudited)

The following is quarterly data for the periods presented on the consolidated statement of operations.

	For the Year Ended December 31, 2007
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue	$	3,546,936		$	3,611,820		$	3,680,160		$	4,482,813
Cost of goods sold		1,575,317			1,619,770			1,690,139			1,999,806
Gross profit		1,971,619			1,992,050			1,990,021			2,483,007
Operating expenses:
Sales and marketing		1,054,569			1,162,826			1,299,011			1,357,460
Research and development expenses		303,494			343,996			298,820			376,448
General and administrative expenses		531,998			753,297			604,475			705,166
Total operating expenses		1,890,061			2,260,119			2,202,306			2,439,074
Income (loss) from operations		81,558			(268,069	)		(212,285	)		43,933
Other income (expense):
Interest expense		(82,452	)		(66,693	)		(71,811	)		(78,593	)
Other income (expense), net		229			(2,635	)		(5,459	)		540
Total other income (expense)		(82,223	)		(69,328	)		(77,270	)		(78,053	)
Net loss	$	(665	)	$	(337,397	)	$	(289,555	)	$	(34,120	)
Net loss per share - basis and diluted	$	0.00		$	(0.03	)	$	(0.03	)	$	0.00
Weighted average shares outstanding - basic and diluted		9,891,393			10,421,393			10,449,147			10,462,576

F-19

ALPHA INNOTECH CORP.

Notes to consolidated financial statements

	For the Year Ended December 31, 2006
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue	$	2,958,794		$	3,192,617		$	3,354,790		$	3,747,643
Cost of goods sold		1,507,910			1,508,802			1,503,344			1,794,008
Gross profit		1,450,884			1,683,815			1,851,446			1,953,635
Operating expenses:
Sales and marketing		982,531			1,158,046			933,044			991,102
Research and development expenses		327,228			410,245			246,256			243,595
General and administrative expenses		504,092			606,946			639,940			629,858
Total operating expenses		1,813,851			2,175,237			1,819,240			1,864,555
Income (loss) from operations		(362,967	)		(491,422	)		32,206			89,080
Other income (expense):
Interest expense		(84,475	)		(73,620	)		(77,918	)		(82,617	)
Other income (expense), net		31,746			(10,748	)		(2,354	)		34,835
Total other income (expense)		(52,729	)		(84,368	)		(80,272	)		(47,782	)
Net income (loss)	$	(415,696	)	$	(575,790	)	$	(48,066	)	$	41,298
Net income (loss) per share - basis and diluted	$	(0.04	)	$	(0.06	)	$	(0.00	)	$	0.00
Weighted average shares outstanding - basic and diluted		9,725,809			9,804,847			9,858,694			9,783,878

F-20

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 28, 2008	Alpha Innotech Corp.
	/s/ Ronald H. Bissinger
	Ronald H. Bissinger
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald H. Bissinger, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-KSB, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ronald H. Bissinger	Chief Executive Officer and Chief Financial Officer	March 28, 2008
Ronald H. Bissinger	(Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ William Snider	Chairman	March 28, 2008
William Snider
/s/ Haseeb Chaudhry	Vice Chairman	March 28, 2008
Haseeb Chaudhry
/s/ Michael D. Bick, Ph. D.	Director	March 27, 2008
Michael D. Bick, Ph. D.
/s/ James H. Chamberlain	Director	March 28, 2008
James H. Chamberlain
/s/ Gus Davis	Director	March 27, 2008
Gus Davis
/s/ Joseph Keegan, Ph. D.	Director	March 28, 2008
Joseph Keegan, Ph. D.

S-1

Number	Description
2.11	Agreement and Plan of Merger dated as of December 14, 2004
2.22	Amendment No. 1 to Agreement and Plan of Merger dated April 6, 2005
2.33	Amendment No. 2 to Agreement and Plan of Merger dated July 6, 2005
2.44	Amendment No. 3 to Agreement and Plan of Merger dated August 25, 2005
3.15	Certificate of Incorporation
3.1.15	Certificate of Amendment to Certificate of Incorporation
3.26	Bylaws
4.17	1993 Stock Incentive Plan*
4.28	2000 Stock Incentive Plan*
4.35	Amended and Restated 1999 Stock Option Plan of Alpha Innotech Corporation*
4.45	2001 Milestone Stock Option Plan of Alpha Innotech Corporation*
4.59	2006 Equity Incentive Plan*
4.65	Secured Promissory Note Issued to Alexandria Dated April 8, 2005
4.75	Loan and Security Agreement with BFI dated March 9, 2004
4.810	Form of Convertible Note Issued to ETP/FBR Venture Capital II, LLC
4.910	Form of Warrant Issued to ETP/FBR Venture Capital II, LLC
4.109	Form of 2006 Equity Incentive Plan Stock Option Agreement
4.11	Form of 2006 Equity Incentive Plan Stock Award Agreement
10.110	Form of Securities Purchase Agreement with ETP/FBR Venture Capital II, LLC

1 Incorporated by reference to our Form 8-K filed December 17, 2004

2 Incorporated by reference to our Form 8-K filed April 12, 2005.

3 Incorporated by reference to our Form 8-K filed July 11, 2005.

4 Incorporated by reference to our Form 8-K filed August 26, 2005.

5 Incorporated by reference to our Form 8-K filed October 7, 2005.

6 Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 33-20584).

7 Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994.

8 Incorporated by reference to Registrant's Definitive Proxy Statement filed on June 23, 2000.

9 Incorporated by reference to our Form S-8 filed October 19, 2006.

10 Incorporated by reference to our Quarterly Report on Form 10-QSB for the quarter ending June 30, 2006 filed August 14, 2006.

10.25	Employment Agreement between Alpha Innotech Corporation and Haseeb Chaudhry dated May 11, 2001*
10.35	Amendment No. 1 to Employment Agreement with Haseeb Chaudhry dated April 6, 2005*.
10.4	Agreement and General Release with Haseeb Chaudhry dated October 27, 2006*.
10.55	Employment Agreement between Alpha Innotech Corporation and Darryl Ray dated May 11, 2001*
10.65	Amendment No. 1 to Employment Agreement with Darryl Ray dated April 6, 2005.*
10.7	Agreement and General Release with Darryl Ray dated March 31, 2006*
10.811	Employee offer letter to Ronald H. Bissinger*
10.912	First Modification to Loan and Security Agreement with BFI Business Finance dated as of October 26, 2007
10.10	Secured Promissory Note to BFI Business Finance dated January 15, 2008
10.11	Second Modification to Loan and Security Agreement with BFI Business Finance dated as of February 29, 2008
10.12	Secured Promissory Note to BFI Business Finance dated February 29, 2008
10.1313	Employment contract with Ronald H. Bissinger dated July 17, 2007
10.14	Common Stock Purchase Agreement with William Snider dated as of March 13, 2008
11.114	Statement regarding computation of per share earnings
14.115	Code of Ethical Conduct
21.1	Subsidiaries of the small business issuer
23.1	Letter of Consent From Independent Registered Public Accounting Firm, Rowbotham & Company
24.116	Power of attorney
31.1	Rule 13a-14(a) Certification (CEO and CFO)
32.1	Section 1350 Certification (CEO and CFO)

* Management contract or compensatory plan

11 Incorporated by reference to our Form 8-K filed March 9, 2006.

12	Incorporated by reference to our Form 10-QSB filed November 14, 2007.
13	Incorporated by reference to our Form 8-K filed July 20, 207

14 Incorporated by reference to the discussion of “Loss per Share” located in Note 1 of the consolidated financial statements for the years ended December 31, 2007 and 2006 of this report.

15 Copy to be made available on our website at www.alphainnotech.com

16 Incorporated by reference to Power of Attorney located on page S-1 of this report.

EX-4.11

Exhibit 4.11

ALPHA INNOTECH CORP.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

        THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated [Date] between Alpha Innotech Corp., a Delaware corporation (“Company”), and [Employee Name] (the “Employee”), is entered into as follows:

WITNESSETH:

        WHEREAS, the continued participation of the Employee is considered by the Company to be important for the Company's continued growth; and

        WHEREAS, in order to give the Employee an incentive to continue in the employ of the Company and to assure his or her continued commitment to the success of the Company, the Compensation Committee of the Board of Directors of the Company or its delegates (the “Administrator”) has determined that the Employee shall be granted a stock award (“Stock Award”) covering shares of the Company's common stock (the “Shares”), subject to the restrictions stated below and in accordance with the terms and conditions of the 2006 Equity Incentive Plan (the “Plan”).  Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Plan.

        THEREFORE, the parties agree as follows:

1.           Grant of Stock Award. Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to the Employee a Stock Award covering [Shares] Shares and hereby issues such Shares to the Employee.

2.           Vesting Schedule.   Subject to Employee's not experiencing a Termination of Employment during the following vesting term, the interest of the Employee in the Shares shall vest and become nonforfeitable as follows: [insert vesting schedule].  Therefore, provided the Employee has not experienced a Termination of Employment prior to the close of business on [insert vesting date], the interest of the Employee in the Shares shall become fully vested and nonforfeitable onthat date.

3.           Termination.   In the event of the Termination of Employment of the Employee, all of the Shares held by the Employee which have not vested and which remain forfeitable as of the date of Termination of Employment shall be forfeited to the Company as of such date, without payment by the Company of any amount with respect thereto.  Any forfeiture will be effected by the Company in such manner and to such degree as the Administrator, in its sole discretion, determines, and will in all events (including as to the provisions of this Section 3) be subject to Applicable Laws.

4.           Transfer Restrictions.

(a)           Except as otherwise provided for in this Agreement, the Shares or rights granted hereunder may not be sold, pledged or otherwise transferred until the Shares become vested and nonforfeitable in accordance with Sections 2 and 3.

(b)           To enforce any restrictions on the Shares, the Administrator may require Employee to deposit the certificates representing the Shares, with stock powers or other transfer instruments approved by the Administrator endorsed in blank, with the Company or an agent of the Company to hold in escrow until the restrictions have lapsed or terminated.  The Administrator may also cause a legend or legends referencing the restrictions be placed on the certificates during the period in which such Shares remain unvested.

6.           Stockholder Rights.  The Employee shall be entitled to all of the rights and benefits generally accorded to stockholders with respect to the Shares.  All dividends on Shares that are subject to any restrictions, including vesting, shall be subject to the same restrictions, including those set forth in Section 2, as the Shares on which the dividends were paid.

7.            Taxes.

(a)           The Employee shall be liable for any and all taxes, including withholding taxes, interest and penalties, arising out of this grant, the vesting of Shares hereunder, any violation of Code Section 409A, or any other transaction or event occurring with respect to the Shares if and to the extent required by Applicable Law.  In the event that the Company is required to withhold taxes at the time the Shares vest and the restrictions on the Shares lapse (or at such other time as required by applicable laws, including in connection with the filing of the Section 83(b) election described below), the Employee shall make a cash payment in an amount necessary to satisfy applicable required withholding taxes, surrender a sufficient number of whole Shares acquired under this Agreement as are necessary to satisfy the applicable minimum statutory withholding amount or satisfy the payment of the withholding taxes in a form agreed to by the Company.  The Employee will receive a cash refund for any fraction of a surrendered Share not necessary for required withholding taxes. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its affiliates and subsidiaries, which are qualified to deduct tax at source, to deduct all applicable required withholding taxes from the Employee's compensation. The Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law.  For purposes of this Agreement, the Company shall calculate any applicable income required to be recognized and withholding taxes arising in connection with the issuance or vesting of the Shares using the same method of determining fair market value of a share of its common stock as the Company uses in determining fair market value under the Plan.

(b)           The Employee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Shares and the fair market value of the Shares as of (i) the date of issuance of the Shares in the case of vested Shares that are not subject to a substantial risk of forfeiture, and (ii) the date forfeiture restrictions on the Shares lapse.  In this context, “restrictions” mean the forfeiture obligation in the event of the Termination of Employment as set forth in Sections 2 and 3 of this Agreement and the restriction on transferability as set forth in Section 4 of this Agreement.  The Employee understands that the Employee may elect to be taxed as to the unvested Shares at the time such Shares are issued, based on the value of the Shares at the issuance date rather than when and as the forfeiture restrictions lapse (on the vesting dates), by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of issuance.  The Employee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to issuance and vesting of the Shares hereunder, and does not purport to be complete.  The Company has directed the Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Employee may reside, the tax consequences of the Employee’s death, and the decision as to whether or not to file an 83(b) Election (as well as appropriate advice and assistance with the actual filing of any such 83(b) Election) in connection with the issuance of the Shares.  The Company has not provided any tax advice to the Employee in connection with the issuance of the Shares hereunder.

(c)           Regardless of any action the Company takes with respect to any or all income tax, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the Employee's responsibility and that the Company (i) makes no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this issuance of Shares, including the vesting of the Shares or the subsequent sale of the Shares; and (ii) does not commit to structure the terms or any aspect of this issuance of Shares to reduce or eliminate the Employee's liability for Tax-Related Items. Prior to the vesting of the Shares, the Employee shall pay the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Employee's receipt of Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if the Employee fails to comply with the Employee's obligations in connection with the Tax-Related Items.

(d)           To the extent the Company determines that this Agreement is subject to Code Section 409A, but does not conform with the requirements thereof, the Company may at its sole discretion amend or replace the Agreement to cause the Agreement to comply with Code Section 409A.

8.           Data Privacy Consent.  The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee's personal data as described in this document by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Employee's participation in the Plan. The Employee understands that the Company and its Affiliates and Subsidiaries hold certain personal information about the Employee, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Employee's favor for the purpose of implementing, managing and administering the Plan (“Data”). The Employee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee's country or elsewhere and that the recipient country may have different data privacy laws and protections than the Employee's country. The Employee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Stock Plan Administrator. The Employee authorizes the recipients to receive, possess, use,

retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee's participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom the Employee may elect to deposit any Shares acquired under the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Employee understands that he may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Stock Plan Administrator in writing. The Employee understands that refusing or withdrawing consent may affect the Employee's ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, the Employee understands that he or she may contact the Stock Plan Administrator at the Company.

9.           Plan Information.  The Employee acknowledges that the Employee has received copies of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, from the Company's website at:  http://www.alphainnotech.com/corporatefiles/SEC.asp.  The Employee acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to the Stock Plan Administrator.

10.           Acknowledgment and Waiver.  By accepting this grant of a Stock Award, the Employee acknowledges and agrees that:

(a)            the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;

(b)            the grant of Stock Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or Shares, even if Stock Awards or Shares have been granted repeatedly in the past;

(c)            the Employee's participation in the Plan shall not create a right to further employment with Employer, shall not create an employment agreement between the Employee and his or her Employer and shall not interfere with the ability of Employer to terminate the Employee's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;

(d)            Stock Award grants, Shares and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and is outside the scope of the Employee's employment contract, if any; and Stock Award grants, Shares and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;

(e)            in consideration of this grant of a Stock Award, no claim or entitlement to compensation or damages shall arise from termination of this Stock Award or diminution in value of the Shares resulting from Termination of Employment by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and

(f)            notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary Termination of Employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under this Agreement, if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary Termination of Employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under this Agreement after Termination of Employment, if any, will be measured by the date of termination of the Employee's active employment and will not be extended by any notice period mandated under local law.  

11.           Miscellaneous.

(a)           The Company shall not be required to treat as the owner of Shares, and associated benefits hereunder, any transferee to whom such Shares or benefits shall have been so transferred in violation of this Agreement.

(b)           The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

(c)           Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Employee at Employee’s address then on file with the Company.

(d)           The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof, and may not be modified adversely to the Employee's interest except by means of a writing signed by the Company and the Employee. This Agreement is governed by the laws of the state of Delaware.  In the event of any conflict between the terms and provisions of the Plan and this Agreement, the Plan terms and provisions shall govern.  Certain other important terms governing this contract are contained in the Plan.

(e)           The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

(f)            Shares shall not be issued pursuant to the Stock Award unless such issuance and delivery of the applicable Shares pursuant thereto shall comply with all relevant provisions of Applicable Law (including that Shares shall not be issued unless there is an effective registration statement under the Securities Act covering the issuance of the Shares, or the Company determines that a valid exemption from applicable registration requirements are available), with such compliance determined by the Company in consultation with its legal counsel.  To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

Accepted by Optionee: _________________________________ [Employee Name] ALPHA INNOTECH CORP. By: __________________________________ Name: Title:

RETAIN THIS AGREEMENT FOR YOUR RECORDS

SV 2261798 v1

Form of Stock Grant

EX-10.10

Exhibit 10.10

SECURED PROMISSORY NOTE

Non-Revolving

$250,000.00 January 15, 2008

FOR VALUE RECEIVED, ALPHA INNOTECH CORPORATION, a(n) Californiacorporation("Borrower"), promises to pay to BFI BUSINESS FINANCE, a California corporation ("Lender"), or order, at Lender's place of business at 1655 The Alameda, San Jose, CA 95126, or at such other place as may be designated in writing to Borrower by the holder of this Secured Promissory Note (this "Note"), the principal sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or so much of said amount as shall have been advanced hereunder (as such amount shall change from time to time the “Loan Amount”), which shall be subject to and disbursed under the terms and conditions of that certain Loan and Security Agreement dated March 9, 2004 (as amended the “Loan Agreement”), together with interest from the date hereof on the unpaid principal balance at a rate (the "Rate") of Three percentage point(s) (3.00%) per annum over and above the rate announced as the “prime” rate in the Western Edition of the Wall Street Journal which is in effect from time to time (the “Prime Rate”); provided that the Prime Rate shall at all times be deemed to be not less than four percent (4.00%) per annum (the “Deemed Prime Rate”).  In the event that the Prime Rate is changed, the adjustment in the interest rate charged shall be made on the day such change occurs.  The Prime Rate is a rate used by certain financial institutions as one of their index rates and serves as a basis upon which effective rates of interest are calculated for loans making reference thereto and may not be the lowest of such financial institutions’ index rates.  Upon the occurrence of a default or an event of default under this Note, the rate of interest on the Note shall be increased at the option of Lender to an additional three percent (3.00%) in excess of the then applicable interest rate.  Interest shall be computed on the basis of a 360-day year and shall be charged to Borrower’s account on the first day of the following month, and, if not so paid, it shall thereafter bear like interest as the principal.

1.Lender may, at its option, charge Borrower's account for the principal, interest, and fees hereunder, which are due and payable on the dates and in the manner that follows:

Interest payments will be due and payable in arrears commencing on the first day of the first month following disbursement and continuing on the first day of each month thereafter while amounts hereunder are due and owing;

Principal payment will be due and payable in full  on the Maturity Date;

A loan fee of one and one half percent (1.50%) of $250,000.00 which equals the sum of Three Thousand Seven Hundred Fifty and no/100 Dollars ($3,750.00), (the “Loan Fee”) shall be charged at the time of the execution hereof and based on the then outstanding Loan Amount ----------n/a---------- thereafter;

An administrative fee of one half of one percent (0.50%) per month of the average daily outstanding balance during the preceding month, (the “Administrative Fee”) shall be charged on the first day of each month following disbursement and monthly thereafter while amounts hereunder are due and owing;

An appraisal fee of------N/A------ Dollars ($---N/A---) per day per appraiser, plus out-of-pocket expenses (the “Appraisal Fee”) shall be charged for each appraisal of the Collateral performed by Lender or its agents.  Provided that no Event of Default has occurred, Lender shall not charge Borrower more than $750.00 plus out-of-pocket expenses incurred by Lender per year for such appraisal fees;

On the first day of each month, Lender will transfer all loan payments due under this Note, including all accrued interest and Administrative Fees, to the accounts receivable line of credit extended to Borrower pursuant to the Loan Agreement and all of the riders and amendments thereto;

Borrower shall pay all fees and legal and other costs incurred by Lender in connection with the negotiation and preparation of the Note and the documents executed in connection herewith and the perfection of any security interest in any collateral granted by Borrower or any third party to Lender in connection with this Note, including but not limited to attorneys’ fees and legal and other costs, which Lender shall charge to Borrower’s account at the time of the execution hereof;

On January 25, 2008 (the “Maturity Date”), the entire principal balance hereof, together with any and all unpaid and/or accrued interest, loan fees, monthly Administrative Fees, and attorneys’ fees and legal and other costs due hereunder, shall be paid in full;

Interest not paid when due shall bear interest at the same rate as principal.  All payments hereunder are to be applied first to the payment of accrued interest and the balance remaining applied to the payment of principal.  All principal and interest due hereunder is payable in lawful money of the United States of America; and

In no event shall the interest rate or rates payable under this Note, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable.  Borrower and Lender intend legally to agree upon the rate or rates of interest (and the other amounts paid in connection herewith) and manner of payment stated within this Note; provided, however, that anything contained herein to the contrary notwithstanding, if said interest rate or rates of interest (or other amounts paid in connection herewith) or the manner of payment exceeds the maximum allowable under applicable law, then, ipso facto as of the date of this Note, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of this Note to the extent of such excess.

2.Voluntary prepayments of the principal balance of this Note shall be permitted at any time; provided that each such prepayment shall be accompanied by all interest and any Administrative Fees that have accrued and remain unpaid with respect to the amount of principal being repaid and a prepayment fee equal to the following:

----------n/a---------- percent (----------n/a----------%) of the amount prepaid with respect to any prepayments made during the 11 months following the first principal payment on the Maturity Date.

----------n/a---------- percent (----------n/a----------%) of the amount prepaid with respect to any prepayments made on or after ----------n/a----------, and prior to January 25, 2008.

Amounts repaid or prepaid with respect to this Note may not be reborrowed.  Partial prepayments of principal shall be applied to scheduled payments of principal in the inverse order of their maturity.

3.If any installment of principal, interest, or Administrative Fee hereunder is not paid when due, the holder shall have the following rights in addition to the rights set forth herein, in the Loan Agreement, and under law:

the right to compound interest and the Administrative Fee by adding the unpaid interest and/or Administrative Fee to principal, with such amount thereafter bearing interest and the Administrative Fee at the rates provided in this Note; and

if any installment is more than ten (10) days past due, the right to collect a charge equal to the greater of Fifteen Dollars ($15.00) or five percent (5%) of the late payment for each month in which it is late.  This charge is a result of a reasonable endeavor by Borrower and the holder to estimate the holder’s added legal and other costs and damages resulting from Borrower’s failure to make timely payments under this Note; hence Borrower agrees that the charge shall be presumed to be the amount of damage sustained by the holder since it is extremely difficult to determine the actual amount necessary to reimburse the holder for damages.

4.Borrower expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, the benefit of any exemption under the homestead exemption laws, and all other notices and demands in connection with the delivery, acceptance, performance, or enforcement of this Note.  Borrower agrees that Lender may release, surrender, exchange, or substitute any collateral now held or which may hereafter be held as security for the payment of this Note, and may extend the time for payment or otherwise modify the terms of payment of any part or the whole of the debt evidenced hereby.  Borrower irrevocably waives the right to direct the application of all payments at any time hereafter received by Lender on behalf of Borrower, and Borrower agrees that Lender shall have the continuing exclusive right to apply any such payments against the then due and owing obligations of Borrower to Lender as Lender may deem advisable.

5.It is expressly agreed that if a default or breach occurs in the payment of any principal or interest, as provided above, or in the payment or performance of any other of Borrower's Obligations (as that term is defined in the Loan Agreement), at Lender’s option, the unpaid principal balance of this Note, together with interest accrued thereon, shall forthwith be due and payable.  In the event the accounts receivable line of credit extended to Borrower under the Loan Agreement is paid in full, this Note shall also be due, owing, and payable.

6.This Note is made subject to the terms and conditions of and is secured by security interests granted by Borrower in favor of Lender, and all covenants, conditions, and agreements contained in the Loan Agreement and the Intellectual Property Security Agreement dated March 30, 2005, all of which are hereby incorporated and made a part hereof.  All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.

7.Borrower hereby consents to any and all renewals, replacements, and/or extensions of time for payment of this Note before, at, or after maturity.  This Note shall be binding upon all legal representatives, successors, and assigns of Borrower.  However, Borrower may not assign this Note or any rights hereunder without Lender’s prior written consent.  No such consent by Lender shall release Borrower or any guarantor of any Obligation or indebtedness hereunder.  Lender reserves the right to sell, assign, transfer, negotiate, or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the documents executed herewith or hereafter.  In connection therewith, Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to any credit extended by Lender to Borrower, or about Borrower or its business, any guarantor or the business of any guarantor, or any Collateral required hereunder.  Any waiver of any rights under this Note, the Loan Agreement, or under any other agreement, instrument, or paper signed by Borrower is neither valid nor effective unless made in writing and signed by Lender.  No delay or omission on the part of the Lender in exercising any right shall operate as a waiver thereof or of any other right.

8.Borrower promises to pay all legal and other costs and expenses of collection of this Note and to pay all reasonable attorneys' fees incurred in such collection or in any suit or action to collect this Note or any appeal thereof.  This Note shall be governed by, construed under, and enforced in accordance with the laws of the State of California.

9.Any collateral pledged to secure any obligation of Borrower shall also secure any other obligation of Borrower except that any real property pledged to secure any obligation of Borrower shall only secure any other obligation of Borrower if Lender specifically so agrees in writing.

10.An Event of Default under this Note, the Loan Agreement, or any other agreement referenced in Section 6 above shall be an Event of Default under each of such loan documents, and vice versa.

11.In the event any one or more of the provisions contained in this Note is held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

12.This Note may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.  Delivery of an executed counterpart of the signature page to this Note by telefacsimile shall be effective as delivery of a manually executed counterpart of this Note, and any party delivering such an executed counterpart of the signature page to this Note by telefacsimile to any other party shall thereafter also promptly deliver a manually executed counterpart of this Note to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Note.

13.This is an integrated Note and supersedes all prior agreements or negotiations regarding the subject matter hereof.  This Note may only be amended in writing.  This Note amends, supersedes, and replaces that certain Secured Promissory Note dated ----------n/a----------.

IN WITNESS HEREOF, this Note has been executed and delivered on the date first set forth above.

By:           Ron Bissinger

Title:           Chief Executive Officer

CAspnSA (rev. 10.22.2007m)                                                               Page of [INSERT PAGE NUMBER]

EX-10.11

Exhibit 10.11

Second Modification to Loan and Security Agreement

This Second Modification to Loan and Security Agreement (this “Modification”) is entered into by and betweenALPHA INNOTECH CORPORATION (“Borrower”) and BFI Business Finance (“Lender”) as of this 29th day of February, 2008, at Campbell, California.

RECITALS

A.Lender and Borrower have previously entered into or are concurrently herewith entering into a Loan and Security Agreement (the “Agreement”) dated March 9, 2004.

B.Lender and Borrower may have previously executed one or more Modifications to Loan and Security Agreement (the "Previous Modification(s)").

C.Borrower has requested, and Lender has agreed, to modify the Agreement as set forth below.

AGREEMENT

For good and valuable consideration, the parties agree as set forth below:

1.Incorporation by Reference.  The Agreement and the Previous Modification(s), if any, as modified hereby and the Recitals are incorporated herein by this reference.

2.Effective Date.  The terms of this Modification shall be in full force and effect as of February 29, 2008.

3.Modification to Agreement.  The Agreement is hereby modified to amend and restate the section(s) referenced below:

For the period of time (the “Temporary Period”) beginning February 29, 2008 through and including March 31, 2008 and so long as any amounts remain outstanding, owing, and payable under that certain Secured Promissory Note – Non-Revolving of even date herewith (the “Note”), including any amendments, renewals, or restatements thereof, the Maximum Amount as defined in the Agreement shall mean a maximum of One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00).  During the Temporary Period the total aggregate indebtedness under this Agreement, the Note, and all Obligations shall not exceed at any one time the amount of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00)

At such time as i) the Temporary Period has passed; and ii) the Note, including all amendments, renewals, or restatements thereof, has been repaid in full and is no longer an obligation, the Maximum Amount under the Agreement shall mean a maximum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00)

4.Fee.  At the time of execution of the Modification, Borrower agrees to pay a one-time fee in the amount of ----------N/A---------- and 00/100 Dollars ($----------n/a----------).

5.Legal Effect.  Except as specifically set forth in this Modification, all of the terms and conditions of the Agreement remain in full force and effect.

6.Integration.  This is an integrated Modification and supersedes all prior negotiations and agreements regarding the subject matter hereof.  All amendments hereto must be in writing and signed by the parties.

IN WITNESS WHEREOF, the parties have executed this Second Modification to Loan and Security Agreement as of the date first set forth above.

BFI Business Finance                                                                           ALPHA INNOTECH CORPORATION

By:         David Drogos                                                                   By:         Ron Bissinger

Its:         President                                                                   Its:         Chief Executive Officer

CAmod (rev. 09.19.2003)                                                             Page of [INSERT PAGE NUMBER] Initial Here c

EX-10.12

Exhibit 10.12

SECURED PROMISSORY NOTE

(Purchase Order Financing - Non-Revolving)

$250,000.00 February 29, 2008

FOR VALUE RECEIVED, ALPHA INNOTECH CORPORATION, a(n) Californiacorporation("Borrower"), promises to pay to BFI BUSINESS FINANCE, a California corporation ("Lender"), or order, at Lender's place of business at 1655 The Alameda, San Jose, CA 95126, or at such other place as may be designated in writing to Borrower by the holder of this Secured Promissory Note (this "Note"), such principal sumas may be advanced hereunder as set forth in Addendum A attached hereto and made a part hereof, which shall be subject to the terms and conditions of that certain Loan and Security Agreement dated March 9, 2004 and all of the riders and amendments thereto by and between Borrower and Lender (the “Loan Agreement”), together with interest from the date hereof on the unpaid principal balance at a rate (the "Rate") of Three percentage point(s) (3.00%) per annum over and above the rate announced as the “prime” rate in the Western Edition of the Wall Street Journal which is in effect from time to time (the “Prime Rate”); provided that the Prime Rate shall at all times be deemed to be not less than Four percent (4.00%) per annum (the “Deemed Prime Rate”).  In the event that the Prime Rate is changed, the adjustment in the interest rate charged shall be made on the day such change occurs.  The Prime Rate is a rate used by certain financial institutions as one of their index rates and serves as a basis upon which effective rates of interest are calculated for loans making reference thereto and may not be the lowest of such financial institutions’ index rates.  Upon the occurrence of a default or an event of default under this Note, the rate of interest on the Note shall be increased at the option of Lender to an additional three percent (3.00%) in excess of the then applicable interest rate.  Interest shall be computed on the basis of a 360-day year and shall be charged to Borrower’s account on the first day of the following month, and, if not so paid, it shall thereafter bear like interest as the principal.

1.Lender may, at its option, charge Borrower's account for the principal, interest, and fees hereunder, which are due and payable on the dates and in the manner that follows:

Interest payments will be due and payable in arrears commencing on the first day of the first month following disbursement and continuing on the first day of each month thereafter while amounts hereunder are due and owing;

Principal payments will be due and payable as set forth in Addendum A attached hereto and made a part hereof;

A loan fee shall be charged as set forth in Addendum A attached hereto and made a part hereof;

An administrative fee of one half of one percent (0.50%) per month of the average daily outstanding balance during the preceding month, (the “Administrative Fee”) shall be charged on the first day of each month following disbursement and monthly thereafter while amounts hereunder are due and owing;

An appraisal fee of-------n/a----- Dollars ($-----n/a-----) per day per appraiser, plus out-of-pocket expenses (the “Appraisal Fee”) shall be charged for each appraisal of the Collateral performed by Lender or its agents.  Provided that no Event of Default has occurred, Lender shall not charge Borrower more than $750.00 plus out-of-pocket expenses incurred by Lender per year for such appraisal fees;

Lender will transfer all loan payments due under this Note, including all accrued interest, Administrative Fees, and fees as set forth in Addendum A attached hereto and made a part hereof, to the accounts receivable line of credit extended to Borrower pursuant to the Loan Agreement;

Borrower shall pay all fees and legal and other costs incurred by Lender in connection with the negotiation and preparation of the Note and the documents executed in connection herewith and the perfection of any security interest in any collateral granted by Borrower or any third party to Lender in connection with this Note, including but not limited to attorneys’ fees and legal and other costs, which Lender shall charge to Borrower’s account at the time of the execution hereof;

On the Purchase Order Line of Credit Maturity Date (as defined in Section 14(e) hereof) the entire principal balance hereof, together with any and all unpaid and/or accrued interest, loan fees, monthly Administrative Fees, and attorneys’ fees and legal and other costs due hereunder, shall be paid in full;

Interest not paid when due shall bear interest at the same rate as principal.  All payments hereunder are to be applied first to the payment of accrued interest and the balance remaining applied to the payment of principal.  All principal and interest due hereunder is payable in lawful money of the United States of America; and

In no event shall the interest rate or rates payable under this Note, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable.  Borrower and Lender intend legally to agree upon the rate or rates of interest (and the other amounts paid in connection herewith) and manner of payment stated within this Note; provided, however, that anything contained herein to the contrary notwithstanding, if said interest rate or rates of interest (or other amounts paid in connection herewith) or the manner of payment exceeds the maximum allowable under applicable law, then, ipso facto as of the date of this Note, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of this Note to the extent of such excess.

2.Voluntary prepayments of the principal balance of this Note shall be permitted at any time; provided that each such prepayment shall be accompanied by all interest and any Administrative Fees that have accrued and remain unpaid with respect to the amount of principal being repaid and a prepayment fee equal to the following:

----------N/A---------- percent (----------N/A----------%) of the amount prepaid with respect to any prepayments made during the 11 months following the first principal payment on -------n/a-------.

----------N/A---------- percent (----------N/A----------%) of the amount prepaid with respect to any prepayments made on or after ----------N/A----------, and prior to March 31, 2008.

Amounts repaid or prepaid with respect to this Note may not be reborrowed.  Partial prepayments of principal shall be applied to scheduled payments of principal in the inverse order of their maturity.

3.If any installment of principal, interest, or Administrative Fee hereunder is not paid when due, the holder shall have the following rights in addition to the rights set forth herein, in the Loan Agreement, and under law:

the right to compound interest and the Administrative Fee by adding the unpaid interest and/or Administrative Fee to principal, with such amount thereafter bearing interest and the Administrative Fee at the rates provided in this Note; and

if any installment is more than ten (10) days past due, the right to collect a charge equal to the greater of Fifteen and 00/100 Dollars ($15.00) or five percent (5%) of the late payment for each month in which it is late.  This charge is a result of a reasonable endeavor by Borrower and the holder to estimate the holder’s added legal and other costs and damages resulting from Borrower’s failure to make timely payments under this Note; hence Borrower agrees that the charge shall be presumed to be the amount of damage sustained by the holder since it is extremely difficult to determine the actual amount necessary to reimburse the holder for damages.

4.Borrower expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, the benefit of any exemption under the homestead exemption laws, and all other notices and demands in connection with the delivery, acceptance, performance, or enforcement of this Note.  Borrower agrees that Lender may release, surrender, exchange, or substitute any collateral now held or which may hereafter be held as security for the payment of this Note, and may extend the time for payment or otherwise modify the terms of payment of any part or the whole of the debt evidenced hereby.  Borrower irrevocably waives the right to direct the application of all payments at any time hereafter received by Lender on behalf of Borrower, and Borrower agrees that Lender shall have the continuing exclusive right to apply any such payments against the then due and owing obligations of Borrower to Lender as Lender may deem advisable.

5.It is expressly agreed that if a default or breach occurs in the payment of any principal or interest, as provided above, or in the payment or performance of any other of Borrower's Obligations (as that term is defined in the Loan Agreement), at Lender’s option, the unpaid principal balance of this Note, together with interest accrued thereon, shall forthwith be due and payable.  In the event the accounts receivable line of credit extended to Borrower under the Loan Agreement is paid in full, this Note shall also be due, owing, and payable.

6.This Note is made subject to the terms and conditions of and is secured by security interests granted by Borrower in favor of Lender, and all covenants, conditions, and agreements contained in the Loan Agreement and Intellectual Property Security Agreement dated March 30, 2005, all of which are hereby incorporated and made a part hereof.  All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.

7.Borrower hereby consents to any and all renewals, replacements, and/or extensions of time for payment of this Note before, at, or after maturity.  This Note shall be binding upon all legal representatives, successors, and assigns of Borrower.  However, Borrower may not assign this Note or any rights hereunder without Lender’s prior written consent.  No such consent by Lender shall release Borrower or any guarantor of any Obligation or indebtedness hereunder.  Lender reserves the right to sell, assign, transfer, negotiate, or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the documents executed herewith or hereafter.  In connection therewith, Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to any credit extended by Lender to Borrower, or about Borrower or its business, any guarantor or the business of any guarantor, or any Collateral required hereunder.  Any waiver of any rights under this Note, the Loan Agreement, or under any other agreement, instrument, or paper signed by Borrower is neither valid nor effective unless made in writing and signed by Lender.  No delay or omission on the part of the Lender in exercising any right shall operate as a waiver thereof or of any other right.

8.Borrower promises to pay all legal and other costs and expenses of collection of this Note and to pay all reasonable attorneys' fees incurred in such collection or in any suit or action to collect this Note or any appeal thereof.  This Note shall be governed by, construed under, and enforced in accordance with the laws of the State of California.

9.Any collateral pledged to secure any obligation of Borrower shall also secure any other obligation of Borrower except that any real property pledged to secure any obligation of Borrower shall only secure any other obligation of Borrower if Lender specifically so agrees in writing.

10.An Event of Default under this Note or the Loan Agreement shall be an Event of Default under each of such loan documents, and vice versa.

11.In the event any one or more of the provisions contained in this Note is held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

12.This Note may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.  Delivery of an executed counterpart of the signature page to this Note by telefacsimile shall be effective as delivery of a manually executed counterpart of this Note, and any party delivering such an executed counterpart of the signature page to this Note by telefacsimile to any other party shall thereafter also promptly deliver a manually executed counterpart of this Note to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Note.

13.This is an integrated Note and supersedes all prior agreements or negotiations regarding the subject matter hereof.  This Note may only be amended in writing.  This Note amends, supercedes, and replaces that certain Secured Promissory Note dated ----------N/A----------.

This Note is subject to the terms and conditions set forth in Addendum A attached hereto and made a part hereof by this reference.

IN WITNESS HEREOF, this Secured Promissory Note has been executed and delivered on the date first set forth above.

By:           Ron Bissinger

Title:           Chief Executive Officer

CAspnPO (rev. 11.08.2007m)                                                               Page of [INSERT PAGE NUMBER]   Initial Here   c

Pursuant to this Addendum A to Secured Promissory Note (this “Addendum”) executed by ALPHA INNOTECH CORPORATION (“Borrower”) and BFI BUSINESS FINANCE (“Lender”), the foregoing Secured Promissory Note (the “Note”) is hereby amended and/or supplemented by the following terms and conditions, which are incorporated by this reference in the Note as the following additional paragraphs to the Note:

14.Borrower has requested, and Lender has agreed, subject to certain conditions, to provide, on a temporary basis under this Note certain financial accommodations based on Borrower’s purchase orders as follows:

Commencing on or about February 29, 2008, Lender will provide Borrower with financial accommodations based on certain of Borrower’s purchase orders issued by Borrower’s clients to Borrower and expected to become accounts receivable as described in 14(c) below (each a “Purchase Order” and collectively, “the Purchase Orders”) acceptable to Lender in Lender’s sole discretion in order to permit Borrower to fulfill its Purchase Orders.

Lender will at its discretion lend to Borrower against the Purchase Orders, a copy of which shall be provided to Lender Twenty-Four (24) hours in advance of each request for funds, an amount not to exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Purchase Order Line of Credit”).  Amounts repaid or prepaid with respect to this Note may not be reborrowed.

Borrower will provide Lender with copies of (i) shipping documents evidencing the shipping of the goods that fulfill any of the Purchase Order; (ii) each client’s signed acknowledgment that it has received the goods that fulfill any of the Purchase Order; and (iii) each account receivable from any client that is generated as a part of the client’s receipt of the goods fulfilling any of the Purchase Orders.

On the earliest of (i) such time as any Purchase Order has been converted to a Prime Account; (ii) within sixty (60) days from the date of the initial advance against the Purchase Order; or (iii) the Purchase Order Line of Credit Maturity Date as defined below, the amount of the Purchase Order Line of Credit attributable to such Purchase Order will be transferred to the accounts receivable line of credit under the Loan Agreement and any additional amounts available to be advanced against such account receivable will be credited to the accounts receivable line of credit under the Loan Agreement.

The Purchase Order Line of Credit will be due, owing and payable in full on March 31, 2008 (the “Purchase Order Line of Credit Maturity Date”).  Commencing on the Purchase Order Line of Credit Maturity Date and continuing thereafter on the first (1st) day of each month as long as the Purchase Order Line of Credit remains outstanding, a reserve will be established under the Loan Agreement in the remaining amount of the Purchase Order Line of Credit to the extent that it has not been converted to a Prime Account (the “Reserve”).  The Reserve will reduce the amount of the accounts receivable line of credit otherwise available under the Loan Agreement

Borrower shall pay a fee of One and one-half Percent (1.50%) of the amount of each and every advance hereunder as a condition to the granting of the Purchase Order Line of Credit.

CAspnPO (rev. 11.08.2007m)                                                               Page of [INSERT PAGE NUMBER]   Initial Here   c

EX-10.14

Exhibit 10.14

COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 13, 2008, by and between Alpha Innotech Corp., a Delaware corporation (the “Company”), and William Snider (the “Purchaser”).

IN CONSIDERATION of the mutual promises and covenants contained in this Agreement, the Company and the Purchaser agrees as follows:

SECTION 1. Authorization of Sale of the Shares.  Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 250,000 shares (each, a “Share” and collectively, the “Shares”) of Company common stock, par value $0.01 per share (“Common Stock”).

SECTION 2. Agreement to Sell and Purchase the Shares.  At the closing of the sale and purchase of the Shares (the “Closing”), the Company will sell to the Purchaser, and the Purchaser will purchase from the Company, the Shares at the purchase price of $0.85 per Share for the aggregate purchase price of $212,500.

SECTION 3. Delivery of the Shares at the Closing.  The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of this Agreement by the parties or on such other date as the Company and Purchaser shall agree (the “Purchase Date”).  On the Purchase Date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the purchase price therefor by Purchaser by a combination of (a) check made payable to the Company in the amount of $142,500 and (b) cancellation of indebtedness of the Company to Purchaser in the amount of $70,000.

SECTION 4. Limitations on Transfer.The Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the applicable securities laws.

SECTION 5. Representations, Warranties and Covenants of Purchaser.

(a)           The Purchaser represents and warrants to, and covenants with, the Company as follows:   (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the upon its own diligence; (v) the Purchaser has been furnished all materials relating to the business, finances and operations of the Company and its subsidiaries and materials relating to the offer and sale of the Shares which have been requested by the Purchaser, and the Purchaser has been afforded the opportunity to ask questions of the Company and has received satisfactory answers to any such inquiries; and (vi) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

(b)           The Purchaser acknowledges and agrees that the Company and its advisors have not provided any advice to the Purchaser regarding the federal, state, local or foreign tax implications of the acquisition, ownership or disposition of the Shares and that it has been advised to consult its own tax advisor with respect to such implications.

(c)           The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.  The Purchaser further acknowledges and understands that the Purchaser is under no obligation to register the Shares.

(d)           The Purchaser acknowledges and understands that he will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, as amended, or the rules promulgated thereunder, including Rule 144 under the Securities Act.  The Purchaser agrees that he will not dispose of the Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Shares under applicable state law.

SECTION 6. Restrictive Legends and Stop-Transfer Orders.

6.1           Legends.  The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

6.2           Stop-Transfer Notices.  The Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

6.3           Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any Purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 7. Changes.  This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Purchaser.

SECTION 8. Headings.  The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

SECTION 9. Severability.  In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

SECTION 10.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal law of the United States of America.

SECTION 11. Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

ALPHA INNOTECH CORP.

By_______________________________

    Name:

    Title:

PURCHASER:

_____________________________

    William Snider

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos.: 333-138098 and 333-133055) of Alpha Innotech Corp. of our report dated March 28, 2008, relating to the consolidated financial statements of Alpha Innotech Corp., appearing in this Annual Report on Form 10-KSB of Alpha Innotech Corp. for the year ended December 31, 2007.

/s/ Rowbotham and Company LLP

San Francisco, California

March 28, 2007

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CEO PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald Bissinger, certify that:

1. I have reviewed this annual report on Form 10-KSB of Alpha Innotech Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s Board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: March 31, 2008
	/s/ Ronald Bissinger
	Ronald Bissinger
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Annual Report on Form 10-KSB for the Year Ended December 31, 2007 (the “Report”) by Alpha Innotech Corp. (“Registrant”), the undersigned hereby certify that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: March 31, 2008

/s/ Ronald Bissinger

Ronald Bissinger

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)