8-K/A 1 fm8ka1-122205.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): DECEMBER 22, 2005 ALPHA INNOTECH CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-14257 58-1729436 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2401 MERCED STREET, SAN LEANDRO, CALIFORNIA 94577 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 483-9620 N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4c)) ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) On December 22, 2005, we dismissed Hein & Associates LLP as our independent registered public accounting firm. The decision was approved by our Audit Committee and our Board of Directors. The reports of Hein & Associates LLP on the Xtrana, Inc. financial statements for the past two fiscal years do not contain an adverse opinion or disclaimer of opinion. However, the report for the fiscal year ended December 31, 2004 was modified due to an uncertainty about the ability of Xtrana, Inc. to continue as a going concern. During the past two fiscal years and the subsequent interim period preceding the termination, there were no disagreements with Hein & Associates LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hein & Associates LLP would have caused Hein & Associates LLP to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years or subsequent interim periods. We requested that Hein & Associates LLP furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the our statements in this Item 4.01(a). A copy of the letter furnished by Hein & Associates LLP in response to that request, dated January 11, 2006, is filed as Exhibit 16.1 to this Form 8-K/A. (b) On December 22, 2005, Rowbotham & Company LLP was engaged as our new independent registered public accounting firm. During the two most recent fiscal years and the interim period preceding the engagement of Rowbotham & Company LLP, we have not consulted with Rowbotham & Company LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was either the subject of a disagreement or event identified in paragraph (a)(1)(iv) of Item 304 of Regulation S-B. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. See the Exhibit Index following the signature page of this Current Report on Form 8-K/A for a list of the exhibits filed herewith. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALPHA INNOTECH CORP. Date: January 11, 2006 By: /S/ HASEEB CHAUDHRY --------------------------------- Haseeb Chaudhry Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 16.1 Letter furnished by Hein & Associates LLP dated January 11, 2006 4