3. Acquisition

6 Months Ended

Dec. 31, 2012

Text Block [Abstract]

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. SBI’s revenues are derived from royalties received by SBI under the various sublicense agreements, net of royalty payments due to UMBC 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 at 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 consolidated results of operations of Scientific, Altamira and SBI on a pro forma basis, as though the companies had been consolidated as of July 1, 2011 (the beginning of the prior periods presented).  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.

	For the Three Month			For the Six Month
	Period Ended			Period Ended
	December 31,			December 31,
	2011			2011
Net sales	$	1,235,100		$	2,813,500
Net income (loss)	$	(40,700	)	$	6,300
Net income (loss)
per share - basic	$	(0.03	)	$	-
Net income (loss)
per share - diluted	$	(0.03	)	$	-