3. Business Combinations J&amp;Y International Inc. To expand its technical and geological market profile, on June 9, 2011, the Company acquired the total operating assets of J&amp;Y International Inc. ( J&amp;Y ), a water treatment company based in Wisconsin, USA, inclusive of its technology know-how, design prints, etc. The total purchase price is estimated to be $1,500,000 in form of cash and ordinary shares, of which $488,000 payment in cash and 35,974 ordinary shares at the price on the trading day prior to the Closing of $7.61 per share with a total amount of $277,000 should be paid and issued at Closing. The remaining payment of $735,000 subject to adjustment shall be deferred and paid by the issuance of ordinary shares, including: 1) $200,000 payable upon a specific contract granted on or before February 28, 2012; 2) $200,000 payable upon a specific contract completion and receipt of payment excluding retainer; 3) In the event of this specific contract is not granted, the shares in 1) and 2) shall not be issued; 4) $335,000 payable on or before February 28, 2012 based on the specific threshold of performance EBITDA generated in connection with a specific contract. 5) If the seller sells the issued shares at a price less than $7.61 within one calendar year after the expiration of the restriction period, the Company shall pay the seller shortfall in cash as the Make Good Amount. The above contingent consideration was classified as a liability as of June 9, 2011, the closing date. The fair value of the contingent consideration as of June 9, 2011 and September 30, 2011 was estimated at $735,000 with supporting of the official appraisal reports from an assessment agency. As a result of this acquisition, all of J&amp;Y s original business unit will be transferred to the Company, and then J&amp;Y will deregister accordingly. The original shareholder of J&amp;Y will become an employee of the Company. The Company will manage J&amp;Y s original business in US market. Thus, the Company will benefit from J&amp;Y s cu