Acquisition:

9 Months Ended

Mar. 31, 2012

Notes to Financial Statements

Acquisition:

3. 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 resulted in the inability of th e Company to register under the Securities Act of 1933, as amended, offerings of the Company's securities during the one year period ending November 2012.

SBI’s revenues and profits (if any) are derived from royalties received by SBI under the various sublicense agreements, and revenues from sales of certain 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 8, “Goodwill and Other Intangible Assets”.

The amounts allocated to Technology, Trademarks, and IPR&D and Sublicense Agreements are deemed to have a useful life of 10 years, and to the remaining intangible assets to have a useful life 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.

Pro forma results

The unaudited pro forma condensed consolidated 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 consolidated 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 total acquisition related costs incurred of $78,500 for the nine month period ended March 31, 2012:

	For the Three Month		For the Nine Month
	Period Ended		Period Ended
	March 31,		March 31,
	2011		2012			2011
Net sales	$	1,497,800	$	4,333,000		$	4,859,700
Net income (loss)	$	22,000	$	(12,900	)	$	161,000
Net income (loss)
per share - basic	$	0.02	$	(0.01	)	$	0.12
Net income (loss)
per share - diluted	$	0.02	$	(0.01	)	$	0.12