The study of microbes and their interactions is essential to our understanding of current fuel sources and the development of new ones. However, scientists are limited in their imaging needs by low sensitivity in imaging detectors which necessitates high illumination levels. Elevated illumination has adverse effects on microbes, by causing photobleaching and changing the normal interactions between microbes and with their environment. This technology provides a single- photon sensitive microscopy system capable of bright field and fluorescence imaging in a compact form factor for bench top and field imaging needs. The Quanta image sensor (QIS) is a novel platform solid-state imaging technology, which provides single photon sensitivity and is compatible with commercial CMOS technology for low cost production. It achieves this single photon sensitivity with a CIS-industry leading low noise and dark current performance while maintaining a high dynamic range. Coupled with emerging lensless imaging technology that uses computational image reconstruction, this QIS technology allows the realization of low light microscopy allowing the limits of required illumination for microbial studies to be reduced significantly. This prevents the adverse effects associated with high illumination levels including sample destruction by localized heating and photobleaching. In Phase I of this project, we will develop a prototype of a hybrid lensless system based on the first-generation prototype of the quanta image sensor coupled with an imaging lens and Phase masks developed by a subcontractor, FlatCam. This will allow a rapid prototype to be realized in Phase I of this study to determine the system performance constraints and to train and optimize the reconstruction algorithms. We will be able to make direct comparisons with the current state of the art since the same objective lens can be used with and without the phase masks and image reconstruction algorithms. Brightfield and Fluorescence imaging capability will be demonstrated with this hybrid lensless system. The ability to achieve a high resolution, and single-photon sensitivity in a microscopy system, coupled with the ability to obtain single-shot volumetric imaging using computational reconstruction provides the ultimate tool for microbial detection. This has huge commercial applications in the field of optical chemical sensing for defense and industrial applications. The emerging market for Lab-on-chip devices would also benefit greatly from such a tool.