Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Peninsula Acquisition Corp | |
Entity Central Index Key | 0001715768 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 2,307,699 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Current assets | ||
Cash | $ 2,503 | $ 4,496 |
Total current assets | 2,503 | 4,496 |
Total assets | 2,503 | 4,496 |
Current liabilities | ||
Accounts payable and accrued expenses | 11,391 | 2,455 |
Note payable - stockholder | 83,610 | 59,110 |
Total current liabilities | 95,001 | 61,565 |
Total liabilities | 95,001 | 61,565 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, $.0001 par value, authorized 5,000,000 shares, 0 shares issued and outstanding | ||
Common stock, $.0001 par value, authorized 50,000,000 shares; 2,307,699 shares issued and outstanding | 231 | 231 |
Additional paid-in capital | 24,769 | 24,769 |
Accumulated deficit | (117,498) | (82,069) |
Total stockholders' deficit | (92,498) | (57,069) |
Total liabilities and stockholders' deficit | $ 2,503 | $ 4,496 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 2,307,699 | 2,307,699 |
Common stock, shares outstanding | 2,307,699 | 2,307,699 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenue | ||||
General and administrative expenses | 13,548 | 6,928 | 32,493 | 35,047 |
Loss from operations | (13,548) | (6,928) | (32,493) | (35,047) |
Other expense | ||||
Interest expense | 1,161 | 640 | 2,936 | 1,547 |
Net loss | $ (14,709) | $ (7,568) | $ (35,429) | $ (36,594) |
Loss per common shares - basic and dilutive | $ (0.01) | $ 0 | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding - basic and dilutive | 2,307,699 | 2,307,699 | 2,307,699 | 2,307,699 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (35,429) | $ (36,594) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Increase (decrease) in accounts payable and accrued expenses | 8,936 | (953) |
Net cash (used in) operating activities | (26,493) | (37,547) |
Cash flow from financing activities | ||
Proceeds from note payable - stockholder | 24,500 | 24,985 |
Net cash provided by financing activities | 24,500 | 24,985 |
Net decrease in cash | (1,993) | (12,562) |
Cash, beginning of period | 4,496 | 16,610 |
Cash, end of period | $ 2,503 | $ 4,048 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 – Nature of Operations Peninsula Acquisition Corporation (the “Company”) was incorporated in the State of Delaware on May 31, 2017 with the objective to acquire, or merge with, an operating business. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in Annual Form 10-K filed with the SEC on September 28, 2018. The balance sheet as of June 30, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. In the opinion of management, all adjustments for a fair statement of the results of operations and financial position for the interim period presented have been included. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of the results for a full year. Emerging Growth Company The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed financial statements. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3 – Income Taxes As of March 31, 2019, the Company has net operating loss carryforwards of approximately $117,000, to reduce future federal and state taxable income through 2038, which results in a deferred tax asset of approximately $25,000 against which a full valuation allowance has been recorded. The provision for income taxes is as follows for the nine months ended March 31, 2019 and 2018: Nine Months Ended Nine Months Ended March 31, March 31, Income tax expense (benefit) at statutory federal rate Federal $ - $ - State - - Total current - - Deferred: Federal 7,400 3,000 State - - Valuation allowance (7,400 ) (3,000 ) Total deferred - - Provision (benefit) for income taxes $ - $ - As of March 31, 2019, there is no provision for federal income taxes because we have historically incurred operating losses and we maintain a full valuation allowance against our net deferred tax asset. The differences between our effective income tax rate and the U.S. federal income tax rate for the nine months ended March 31, 2019 and 2018 are: Nine Months Ended Nine Months Ended March 31, March 31, Expected income tax provision at the federal statutory rate 21.0 % 21.0 % Valuation allowance -21.0 % -21.0 % Effective income rate, net - - Pursuant to Section 382 of the Internal Revenue Code of 1986, the annual utilization of a company’s net operating loss carryforwards could be limited if the Company experiences a change in ownership of more than 50 percentage points within a three-year period. An ownership change occurs with respect to a corporation if it is a loss corporation on a testing date and, immediately after the close of the testing date, the percentage of stock of the corporation owned by one or more five-percent stockholders has increased by more than 50 percentage points over the lowest percentage of stock of such corporation owned by such stockholders at any time during the testing period. As of March 31, 2019, the Company has not had any ownership changes that may limit the use of the Company’s net operating loss carryforwards. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examination. |
Common Stock
Common Stock | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Common Stock | Note 4 – Common Stock As of March 31, 2019, the Company had 50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 2,307,699 shares of common stock for $25,000 to the founders of the Company. |
Common Stock - Stock Split
Common Stock - Stock Split | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Common Stock - Stock Split | Note 5 – Common Stock – Stock Split On February 27, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation, effective February 27, 2019, with the Secretary of State of the State of Delaware to effect a 2.3077-for-1 forward stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | Note 6 – Preferred Stock As of March 31, 2019, the Company had 5,000,000 shares of preferred stock, par value of $.0001, authorized; none issued or outstanding. |
Commitments and Related Party T
Commitments and Related Party Transactions | 9 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Commitments and Related Party Transactions | Note 7 – Commitments and Related Party Transactions Office Space As of March 31, 2019, the Company’s office facilities are located in Boca Raton, Florida. Such facilities are leased by the sole officer and a stockholder of the Company and used by the Company at no charge. Note Payable - Stockholder On May 31, 2017, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. Although there is no obligation to advance funds to the Company under the terms of the note, it is anticipated that the stockholder may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company issued the note in anticipation of such advances. Interest shall accrue on the outstanding principal amount of the note on the basis of a 360-day year from the date of borrowing until paid in full at the rate of six percent (6%) per annum. As of March 31, 2019, the amount due was $89,001 including accrued interest of $5,391, which is reported as a component of accounts payable and accrued expenses on the accompanying condensed balance sheets. |
Going Concern
Going Concern | 9 Months Ended |
Mar. 31, 2019 | |
Going Concern [Abstract] | |
Going Concern | Note 8 – Going Concern The accompanying condensed interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of approximately $117,000 and has negative working capital of approximately $93,000 as of March 31, 2019. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these condensed financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings from the existing Note. |
Proposed Merger
Proposed Merger | 9 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Proposed Merger | Note 9 – Proposed Merger The Company is currently negotiating a proposed merger to be completed by and among the Company, a wholly-owned subsidiary of the Company ("Merger Sub"), and 3-V Biosciences, Inc., a Delaware corporation ("3-V Bio"), pursuant to which Merger Sub will merge with and into 3-V Bio, with 3-V Bio continuing as the surviving entity (the "Merger") and as the Company's wholly-owned subsidiary. The Merger will occur pursuant to an Agreement and Plan of Merger and Reorganization expected to be entered into by and among the Company, 3-V Bio and Merger Sub. Immediately following the effective time of the Merger, the size of the board of directors of the Company is expected to increase from two (2) to ten (10) directors. At such time, our current executive officer and directors are expected to resign from all positions and be replaced with a management team and directors designated by 3-V Bio. The Company expects that there will be 23,384,465 shares of common stock issued and outstanding following the proposed Merger which includes the anticipated forfeiture and cancellation of an aggregate of 324,366 shares of common stock by the Company's pre-Merger majority stockholder and issuance of 16,667 shares of common stock to a service provider immediately prior to the effective time, but does not include (a) shares of common stock to be issued upon the consummation of a private placement offering of a minimum of 9,000,000 shares of common stock and a maximum of 12,333,333 shares of common stock (with an over-subscription option of up to an additional 1,666,667 shares of common stock) at a purchase price of $3.00 per share that the Company expects will be consummated immediately after the proposed Merger. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in Annual Form 10-K filed with the SEC on September 28, 2018. The balance sheet as of June 30, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. In the opinion of management, all adjustments for a fair statement of the results of operations and financial position for the interim period presented have been included. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of the results for a full year. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Nine Months Ended Nine Months Ended March 31, March 31, Income tax expense (benefit) at statutory federal rate Federal $ - $ - State - - Total current - - Deferred: Federal 7,400 3,000 State - - Valuation allowance (7,400 ) (3,000 ) Total deferred - - Provision (benefit) for income taxes $ - $ - |
Schedule of differences between our effective income tax rate and the U.S. federal income tax rate | Nine Months Ended Nine Months Ended March 31, March 31, Expected income tax provision at the federal statutory rate 21.0 % 21.0 % Valuation allowance -21.0 % -21.0 % Effective income rate, net - - |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income tax expense (benefit) at statutory federal rate | ||
Federal | ||
State | ||
Total current | ||
Deferred: | ||
Federal | 7,400 | 3,000 |
State | ||
Valuation allowance | (7,400) | (3,000) |
Total deferred | ||
Provision (benefit) for income taxes |
Income Taxes (Details 1)
Income Taxes (Details 1) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 21.00% | 21.00% |
Valuation allowance | (21.00%) | (21.00%) |
Effective income rate, net |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Income Taxes (Textual) | |
Net operating loss carryforwards | $ 117,000 |
Deferred tax asset | $ 25,000 |
Future federal and state taxable income examination, description | 2038 |
Net operating loss carryforwards, description | The annual utilization of a company's net operating loss carryforwards could be limited if the Company experiences a change in ownership of more than 50 percentage points within a three-year period. An ownership change occurs with respect to a corporation if it is a loss corporation on a testing date and, immediately after the close of the testing date, the percentage of stock of the corporation owned by one or more five-percent stockholders has increased by more than 50 percentage points over the lowest percentage of stock of such corporation owned by such stockholders at any time during the testing period. |
Common Stock (Details)
Common Stock (Details) - $ / shares | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Common Stock (Textual) | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,307,699 | 2,307,699 |
Common stock, shares outstanding | 2,307,699 | 2,307,699 |
Founders [Member] | ||
Common Stock (Textual) | ||
Sale of common shares | 25,000 |
Common Stock - Stock Split (Det
Common Stock - Stock Split (Details) | 1 Months Ended |
Feb. 27, 2019 | |
Common Stock - Stock Split (Textual) | |
Description of stock split | The Secretary of State of the State of Delaware to effect a 2.3077-for-1 forward stock split of the Company's issued and outstanding common stock, par value $0.0001 per share. |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | Mar. 31, 2019 | Jun. 30, 2018 |
Preferred Stock (Textual) | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Commitments and Related Party_2
Commitments and Related Party Transactions (Details) - USD ($) | Mar. 31, 2019 | May 31, 2017 |
Commitments and Related Party Transactions (Textual) | ||
Total amount due | $ 89,001 | |
Accrued interest | $ 5,341 | |
Interest rate, percentage | 6.00% |
Going Concern (Details)
Going Concern (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Going Concern (Textual) | ||
Incurred losses from inception | $ (117,498) | $ (82,069) |
Negative working capital | $ 93,000 |
Proposed Merger (Details)
Proposed Merger (Details) | 9 Months Ended |
Mar. 31, 2019Directors | |
Business acquisition, description | The Company expects that there will be 23,384,465 shares of common stock issued and outstanding following the proposed Merger which includes the anticipated forfeiture and cancellation of an aggregate of 324,366 shares of common stock by the Company's pre-Merger majority stockholder and issuance of 16,667 shares of common stock to a service provider immediately prior to the effective time, but does not include (a) shares of common stock to be issued upon the consummation of a private placement offering of a minimum of 9,000,000 shares of common stock and a maximum of 12,333,333 shares of common stock (with an over-subscription option of up to an additional 1,666,667 shares of common stock) at a purchase price of $3.00 per share that the Company expects will be consummated immediately after the proposed Merger. |
Maximum [Member] | |
Number of directors | 10 |
Minimum [Member] | |
Number of directors | 2 |