8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2006

ALPHA INNOTECH CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-14257	58-1729436
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 2.02. Results of Operations and Financial Condition

On August 2, 2006, Alpha Innotech Corp. (the “Company”) issued a press release announcing its earnings for the fiscal quarter ended June 30, 2006, the text of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in the Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release dated August 2, 2006 announcing earnings for the fiscal quarter ended June 30, 2006

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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: August 2, 2006	By:	/S/    RON BISSINGER
		Ron Bissinger Chief Financial Officer and Chief Operating Officer

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EXHIBIT INDEX

99.1 Press Release dated August 2, 2006 announcing earnings for the fiscal quarter ended June 30, 2006

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EX-99.1

Exhibit 99.1

ALPHA INNOTECH REPORTS 27% SECOND QUARTER REVENUE GROWTH

August 2, 2006 – Alpha Innotech Corp., San Leandro, California

Alpha Innotech Corp. (OTCBB:APNO), a leading provider of bioanalytical systems for drug discovery and life science research, today reported financial results for the second quarter ending June 30, 2006.

Second quarter revenues of $3.193 million increased 27% from the $2.513 million reported in the same period in 2005. The net loss of $576,000 in the second quarter ending June 30, 2006 is a 60% reduction from the $1.449 million loss reported in the comparable period of 2005.

“We are pleased to report our fourth consecutive quarter of year over year revenue growth and an increase of 7 percentage points in our gross margins from the second quarter of 2005,” stated Haseeb Chaudhry, Chief Executive Officer of Alpha Innotech. “With steps we implemented late in the second quarter to further control our operating expenses we expect to generate positive cash flow perhaps as soon as our current third quarter,” Mr. Chaudhry continued.

More information on Alpha Innotech can be found at the Company’s website www.alphainnotech.com.

About Alpha Innotech Corp.

Founded in 1992 and with over 8,000 systems sold worldwide, Alpha Innotech is a leading developer, manufacturer and marketer of digital imaging and analysis systems for the life science research and drug discovery markets. Our goal is to combine instruments, reagents and bioinformatics software to offer integrated modular technology platforms for functional genomics, proteomics and cell analysis markets. Our customers include pharmaceutical and biotechnology companies as well as universities, medical centers, government research institutes and agencies worldwide.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbor created by those sections. These forward-looking statements involve a number of risks and uncertainties that include, but are not limited to, the Company’s need for additional financing, the timing of the introduction and success of new products, and the Company’s growth prospects, that could cause actual results to differ materially from those anticipated or planned by these forward-looking statements. Please also refer to the risk factors described in our filings with the Securities and Exchange Commission, including our recent Form 10-KSB and Form 10-QSB filed with the Securities and Exchange Commission. We do not intend to update the forward-looking information contained in this news release.

Contact:

Alpha Innotech Corp.

Ron Bissinger, COO/CFO

Tel: 510-483-9620

Alpha Innotech Corp

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Sales	$	3,193		$	2,513		$	6,151		$	5,019
Cost of sales		1,509			1,368			3,017			2,773
Gross profit		1,684			1,145			3,134			2,246
		52.7	%		45.6	%		51.0	%		44.7	%
Operating expenses:
Sales and marketing		1,158			1,368			2,140			2,428
Research and development		410			409			737			807
General and administrative		608			489			1,112			775
Total operating expenses		2,176			2,266			3,989			4,010
Income (loss) from continuing operations, before taxes		(492	)		(1,121	)		(855	)		(1,764	)
Interest expense		(74	)		(119	)		(158	)		(162	)
Other income (expense), net		(10	)		1			21			1
Total other income (expense)		(84	)		(118	)		(137	)		(161	)
Income taxes		0						0
Net income (loss)		(576	)		(1,239	)		(992	)		(1,925	)
Accretions on redeemable convertible preferred stock		—			(210	)		—			(428	)
Net loss applicable to common stockholders	$	(576	)	$	(1,449	)	$	(992	)	$	(2,353	)
Net income (loss) per share:
Basic & diluted	$	(0.06	)	$	(0.55	)	$	(0.10	)	$	(0.89	)
Shares used in computing net income (loss) per share:
Basic & diluted		9,804,847			2,649,294			9,765,546			2,649,207

Alpha Innotech Corp

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	June 30, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	366		$	546
Accounts receivable, net		1,547			2,411
Inventory, net		705			952
Prepaid expenses and other current assets		99			212
Total current assets		2,717			4,121
Property and equipment, net		1,182			1,171
Other assets		113			76
Total assets	$	4,012		$	5,368
Liabilities and Stockholders Equity
Current liabilities:
Accounts payable	$	1,577		$	1,497
Accrued liabilities		1,047			1,084
Short term debt		1,444			1,556
Deferred revenue		770			775
Other current liabilities		192			230
Total current liabilities		5,030			5,142
Long term debt		500			800
Total stockholders’ equity (deficit)		(1,518	)		(574	)
Total liabilities and stockholders’ equity (deficit)	$	4,012		$	5,368