2. Acquisition

12 Months Ended

Jun. 30, 2013

Text Block [Abstract]

Acquisition

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 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, to the sellers 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 future 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 7, “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, 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 plus all related expenses. The agreement was terminated in June 2013 as a result of the death of the seller’s chief operating officer.

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 the beginning of the year ended June 30, 2012. 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 fiscal year presented. The information presented is based on management’s best judgment and the effects of the acquisition including amortization and interest expenses excluding total acquisition related costs incurred of $78,500 for the year ended June 30, 2012:

		2012
Net sales	$	6,352,700
Net loss	$	(48,200	)
Net loss per share – basic	$	(.04	)
Net loss per share - diluted	$	(.04	)