Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Sep. 27, 2019 | Dec. 31, 2018 | |
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-K | ||
Document Period End Date | Jun. 30, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-Know Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 2,307,699 | ||
Entity Filer Number | 000-55832 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Current assets | ||
Cash | $ 2,475 | $ 4,496 |
Total current assets | 2,475 | 4,496 |
Total assets | 2,475 | 4,496 |
Current liabilities | ||
Accounts payable and accrued expenses | 8,060 | 2,455 |
Note payable - stockholder | 100,110 | 59,110 |
Total current liabilities | 108,170 | 61,565 |
Total liabilities | 108,170 | 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 | (130,695) | (82,069) |
Total stockholders' deficit | (105,695) | (57,069) |
Total liabilities and stockholders' deficit | $ 2,475 | $ 4,496 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||
Revenue | ||
General and administrative expenses | 44,348 | 42,099 |
Loss from operations | (44,348) | (42,099) |
Other expense | ||
Interest expense | 4,278 | 2,330 |
Net loss | $ (48,626) | $ (44,429) |
Loss per common shares - basic and dilutive | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding - basic and dilutive | 2,307,699 | 2,307,699 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Jun. 30, 2017 | $ 231 | $ 24,769 | $ (37,640) | $ (12,640) | |
Beginning Balance, Shares at Jun. 30, 2017 | 2,307,699 | ||||
Net loss | (44,429) | (44,429) | |||
Ending Balance at Jun. 30, 2018 | $ 231 | 24,769 | (82,069) | (57,069) | |
Ending Balance, Shares at Jun. 30, 2018 | 2,307,699 | ||||
Net loss | (48,626) | (48,626) | |||
Ending Balance at Jun. 30, 2019 | $ 231 | $ 24,769 | $ (130,695) | $ (105,695) | |
Ending Balance, Shares at Jun. 30, 2019 | 2,307,699 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (48,626) | $ (44,429) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Increase (decrease) in accounts payable and accrued expenses | 5,605 | (170) |
Net cash (used in) operating activities | (43,021) | (44,599) |
Cash flow from financing activities | ||
Proceeds from note payable - stockholder | 41,000 | 32,485 |
Net cash provided by financing activities | 41,000 | 32,485 |
Net decrease in cash | (2,021) | (12,114) |
Cash, beginning of year | 4,496 | 16,610 |
Cash, end of year | $ 2,475 | $ 4,496 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Jun. 30, 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 | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturities of three months or less. There are no cash equivalents at the balance sheet dates. Income Taxes The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Loss per Common Share Basic loss per share has been calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted (loss) per share is calculated by dividing the Company's net (loss) available to common shareholders by the diluted weighted average number of shares outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. 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 us 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 financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3. Income Taxes As of June 30, 2019 and 2018, the Company has net operating loss carryforwards of approximately $131,000 and $82,000, respectively, to reduce future federal and state taxable income through 2039 subject to the change in ownership provisions under IRC 382. This results in a deferred tax asset as of June 30, 2019 and 2018, of approximately $27,000 and $17,000, respectively, against which a full valuation allowance has been recorded because the Company's management believes future realization of the related income tax benefit is uncertain. 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. On December 22, 2017, the enactment date, the Tax Cuts and Jobs Act ("Act") was signed into law. The Act effectively reduces the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative Minimum Tax. The Company has adjusted its deferred tax calculations to reflect this reduction in its tax rate. The benefit from income taxes consists of the following: Year Ended Year Ended Current expense: Federal $ - $ - Deferred tax benefit: Federal 10,000 4,000 Valuation allowance (10,000 ) (4,000 ) Total $ - $ - The difference between our effective income tax rate and the U.S. federal income tax rate for the years ended June 30, 2019 and 2018 and the tax provision attributable to loss before income taxes is as follows: Year Ended Year Ended June 30, June 30, 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 June 30, 2019 and 2018, the Company had no changes in ownership that may have limited the use of the Company's net operating loss carryforwards. |
Capital Stock
Capital Stock | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Capital Stock | Note 4. Capital Stock Preferred Stock As of June 30, 2019 and 2018, the Company had 5,000,000 shares of preferred stock, par value of $.0001, authorized; none issued or outstanding. Common Stock As of June 30, 2019 and 2018, the Company had 50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 2,307,699 shares of its $0.0001 par value common stock. 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 affect a 2.3077-for-1 forward stock split of the Company's issued and outstanding common stock, par value $0.0001 per share. The issued shares of common stock as of June 30, 2018 and 2019 have been adjusted in the accompanying financial statements to reflect this forward stock split. |
Commitments and Related Party T
Commitments and Related Party Transactions | 12 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Commitments and Related Party Transactions | Note 5. Commitments and Related Party Transactions Office Space As of June 30, 2019 and 2018, the Company’s office facilities were 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 June 30, 2019 and 2018, the amounts due under this promissory note were $106,843 and $61,565, respectively, including accrued interest of $6,733 and $2,455, respectively, which is reported as accounts payable and accrued expenses on the accompanying balance sheets. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2019 | |
Going Concern [Abstract] | |
Going Concern | Note 6. Going Concern The accompanying 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 $131,000 and has negative working capital of approximately $106,000 as of June 30, 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. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Proposed Merger
Proposed Merger | 12 Months Ended |
Jun. 30, 2019 | |
Proposed Merger | |
Proposed Merger | Note 7. Proposed Merger The proposed merger that was disclosed in the March 31, 2019 10-Q, as filed with the SEC on May 13, 2019, was not completed. Other than the cost of the Edgar Agent filing fees of $369, there were no other costs incurred as a result of this proposed merger. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturities of three months or less. There are no cash equivalents at the balance sheet dates. |
Income Taxes | Income Taxes The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Loss per Common Share | Loss per Common Share Basic loss per share has been calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted (loss) per share is calculated by dividing the Company's net (loss) available to common shareholders by the diluted weighted average number of shares outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. |
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 us 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 financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Year Ended Year Ended Current expense: Federal $ - $ - Deferred tax benefit: Federal 10,000 4,000 Valuation allowance (10,000 ) (4,000 ) Total $ - $ - |
Schedule of difference between our effective income tax rate and the U.S. federal income tax rate | Year Ended Year Ended June 30, June 30, 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 ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Current expense: | ||
Federal | ||
Deferred tax benefit: | ||
Federal | 10,000 | 4,000 |
Valuation allowance | (10,000) | (4,000) |
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 21.00% | 21.00% |
Valuation allowance | (21.00%) | (21.00%) |
Effective income rate, net |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Taxes (Textual) | |||
Net operating loss carryforwards | $ 131,000 | $ 82,000 | |
Deferred tax asset | $ 27,000 | $ 17,000 | |
Income tax examination, description | The enactment date, the Tax Cuts and Jobs Act ("Act") was signed into law. The Act effectively reduces the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative Minimum Tax. The Company has adjusted its deferred tax calculations to reflect this reduction in its tax rate. | 2039 | |
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. |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | 1 Months Ended | ||
Feb. 27, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 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, 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 | |
Description of stock split | The Secretary of State of the State of Delaware to affect a 2.3077-for-1 forward stock split of the Company's issued and outstanding common stock, par value $0.0001 per share. |
Commitments and Related Party_2
Commitments and Related Party Transactions (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 | May 31, 2017 |
Commitments and Related Party Transactions (Textual) | |||
Total amount due | $ 106,843 | $ 61,565 | |
Accrued interest | $ 6,733 | $ 2,455 | |
Interest rate, percentage | 6.00% |
Going Concern (Details)
Going Concern (Details) | Jun. 30, 2019USD ($) |
Going Concern (Textual) | |
Incurred losses from inception | $ 131,000 |
Negative working capital | $ 106,000 |
Proposed Merger (Details)
Proposed Merger (Details) | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Proposed Merger (Textual) | |
Edgar Agent filing fees | $ 369 |