Acquisition

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Acquisition

On November 14, 2011, the Company through SBI acquired substantially all of the assets of a privately owned company consisting principally of a license and sublicenses under patents held by the University of Maryland, Baltimore County (“UMBC”) with respect to the design, development and production of bioprocessing methods, systems and products. The acquisition was pursuant to an asset purchase agreement (“APA”) whereby the Company paid to the seller $260,000 in cash, issued 135,135 shares of Common Stock valued at $400,000, issued to UMBC a $230,000 36-month note payable, and agreed to make additional cash payments equal to 30% of net royalties received under the acquired license and sublicenses, estimated at a present value of $128,000 on the date of acquisition. The seller maintained that audited financial statements could not be provided in connection with the acquisition. The inability to include the related audited financial statements as required by the Securities Exchange Act of 1934 in the related Current Report on Form 8-K filing will result in the inability of the Company to register securities offerings with respect to the Company's securities during the one year period ending November 2012.

SBI’s revenues and profits, if any, are be derived from royalties received by SBI under the various sublicense agreements, and revenues from sales of certain new products being developed under its existing license. University, government, and industrial laboratories working primarily in the biotechnology industry worldwide are its targeted customers.

Management of the Company allocated the purchase price based on its valuation of the assets acquired, all of which are intangible, as follows:

Technology, trademarks, and in-process
research & development ("IPR&D")	$	500,000
Sublicense agreements		294,000
Engineering drawings and software		64,000
Non-competition agreements		18,000
Goodwill		142,000
Total Purchase Price	$	1,018,000

 *See Note 9, “Goodwill and Other Intangible Assets”.

The amounts allocated to Technology, Trademarks, and IPRD and Sublicense Agreements are deemed to have a useful life of 10 years, to the remaining intangible assets of 5 years, all of which are being amortized on a straight-line basis, except for goodwill.

In connection with the acquisition, SBI entered into a research and development agreement providing for the seller to perform services with respect to the research and development of bioprocessing methods, systems, and products pursuant to programs set forth in the Agreement. The services are to be performed under the supervision of the designated officer of seller or a qualified replacement. The developer is to receive a fee of $14,000 per month with SBI to bear all related expenses. The agreement is for a two year term with SBI having three one-year extension options. SBI has the right to terminate the agreement in the event of a failure to achieve the designated product development terms set forth in the agreement.

The Company reflected the financial results of SBI in its consolidated financial statements from the date of acquisition which consisted primarily of research and development expenses and amortization expenses.

Pro forma results

The unaudited pro forma condensed financial information in the table below summarizes the combined results of operations of Scientific, Altamira and SBI on a pro forma basis, as though the companies had been combined as of the beginning of each of the periods presented, giving effect to SBI’s acquisition of assets in November 2011. The unaudited pro forma condensed financial information presented below is for informational purposes only and is not intended to represent or be indicative of the consolidated results of the operations that would have been achieved if the acquisition had been completed as of the commencement of the period presented. In addition, the seller was unable to provide audited historical financial statements and therefore the information presented is based on management’s best judgment using the unaudited financial information provided and the effects of the acquisition including amortization and interest expenses excluding acquisition related costs incurred of $38,600 and $70,000 for the three and six month periods ended December 31, 2011:

	For the Three Month					For the Six Month
	Periods Ended					Periods Ended
	December 31,					December 31,
	2011			2010		2011		2010
Net sales	$	1,235,100		$	2,069,000	$	2,813,500	$	3,361,900
Net income (loss)	$	(40,700	)	$	157,900	$	6,300	$	122,800
Net income (loss)
per share - basic	$	(0.03	)	$	0.12	$	—	$	0.09
Net income (loss)
per share - diluted	$	(0.03	)	$	0.12	$	—	$	0.09