On january 3, 2013, persoff corporation acquired all of the outstanding voting stock of sea cliff, inc. in exchange for $6,000,000 in cash. persoff elected to exercise control over sea cliff as a wholly owned subsidiary with an independent accounting system. both companies have december 31 fiscal year-ends. at the acquisition date, sea cliff's stockholders' equity was $2,500,000 including retained earnings of $1,700,000.persoff pursued the acquisition, in part, to utilize sea cliff 's technology and computer software. these items had fair values that differed from their values on sea cliff 's books as follows: