3. Acquisition

9 Months Ended

Mar. 31, 2014

Text Block [Abstract]

Acquisition

3. Acquisition:

On February 26, 2014, the Company acquired substantially all the assets of a privately held company (the “Seller”) engaged in the production and sale of a variety of laboratory and pharmacy balances and scales from its facility in Clifton, New Jersey. The acquisition was pursuant to an asset purchase agreement (the "Agreement") between the Company and the Seller and the principal stockholders of the Seller whereby the Company paid the Seller $700,000 in cash, 126,449 shares of Common Stock valued at $427,500 (of which 31,612 are held in escrow for one year) and agreed to make additional cash payments based on a percentage of net sales of the business acquired equal to 8% for the period ending June 30, 2014 annualized, 9% for the year ending June 30, 2015, 10% for the year ending June 30, 2016, and 11% for the year ending June 30, 2017, estimated at a present value of $460,000 on the date of acquisition.

The products which are similar to the Company’s other Benchtop Laboratory Equipment, and in many cases used by the same customers, are marketed under the Torbal® brand. The principal customers are pharmacies, pharmacy schools, universities, government laboratories, and industries utilizing a precision scale. The products are sold primarily on a direct basis, including through the Company’s e-commerce site.

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

Current Assets	$ 144,000
Property and Equipment	118,100
Goodwill*	115,400
Other Intangible Assets	1,210,000
Net Assets Acquired	$ 1,587,500

*See Note 8, “Goodwill and Other Intangible Assets”.

Of the $1,210,000 of the acquired other intangible assets, $570,000 was assigned to technology and websites with a useful life of 5 years, $120,000 was assigned to customer relationships with a estimated useful life of 9 years, $140,000 was assigned to the trade name with a useful life of 5 years, $110,000 was assigned to the IPR&D (intellectual property, and research and development) with a useful life of 3 years, and $270,000 was assigned to non- compete agreements with a useful life of 5 years.

In connection with the acquisition, the Company entered into a three-year employment agreement with the Chief Operating Officer of the seller as President of the Company’s new Torbal Scales Division and Director of Marketing for the Company. The agreement may be extended by mutual consent for an additional two years.

Pro forma results

The unaudited pro forma condensed consolidated financial information in the table below summarizes the consolidated results of operations of the Company and its new Torbal Scales Division, as though the companies had been combined as of the beginning of each of the periods presented. The Company’s results of operations for the three and nine months ended March 31, 2014 include the results of the Torbal Scales Division since February 26, 2014, the date of acquisition. The unaudited pro forma 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 periods presented. In addition, the Company was unable to obtain audited historical financial statements and, therefore, information presented is based on management’s best judgment using the unaudited financial information provided and management’s expectations.

	For the Three Month		For the Nine Month
	Periods Ended		Periods Ended
	March 31,		March 31,
	2014	2013	2014	2013
Net Sales	$2,006,300	$1,956,100	$5,900,200	$5,934,700
Net Income (loss)	($ 73,100)	$ 136,200	$ 59,600	$ 213,100
Net income (loss per share - basic	($ .05)	$ .09	$ .04	$ .15
Net income (loss) per share - diluted	($ .05)	$ .09	$ .04	$ .15