Transphorm (TGAN) 10-Q 23 Jan 20 2020 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2019	Jan. 23, 2020
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	Dec. 31, 2019
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
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 Common Stock, Shares Outstanding		2,307,699
Entity Filer Number	000-55832
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Dec. 31, 2019	Jun. 30, 2019
Current assets
Cash	$ 4,301	$ 2,475
Total current assets	4,301	2,475
Total assets	4,301	2,475
Current liabilities
Accounts payable and accrued expenses	13,027	8,060
Note payable - stockholder	117,610	100,110
Total current liabilities	130,637	108,170
Total liabilities	130,637	108,170
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 750,000,000 shares; 2,307,699 shares issued and outstanding	231	231
Additional paid-in capital	24,769	24,769
Accumulated deficit	(151,336)	(130,695)
Total stockholders’ deficit	(126,336)	(105,695)
Total liabilities and stockholders’ deficit	$ 4,301	$ 2,475

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Jun. 30, 2019
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	750,000,000	750,000,000
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		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Revenue
General and administrative expenses	8,825	10,337	17,347	18,945
Loss from operations	(8,825)	(10,337)	(17,347)	(18,945)
Other expense
Interest expense	1,717	969	3,294	1,775
Net loss	$ (10,542)	$ (11,306)	$ (20,641)	$ (20,720)
Loss per common shares - basic and dilutive	$ 0	$ 0	$ (0.01)	$ (0.01)
Weighted average common shares outstanding - basic and dilutive	2,307,699	2,307,699	2,307,699	2,307,699

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' (Deficit) (Unaudited) - 6 months ended Dec. 31, 2019 - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 30, 2019		$ 231	$ 24,769	$ (130,695)	$ (105,695)
Balance, shares at Jun. 30, 2019		2,307,699
Net loss				(20,641)	(20,641)
Balance at Dec. 31, 2019		$ 231	$ 24,769	$ (151,336)	$ (126,336)
Balance, shares at Dec. 31, 2019		2,307,699

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (20,641)	$ (20,720)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Increase in accounts payable and accrued expenses	4,967	4,775
Net cash (used in) operating activities	(15,674)	(15,945)
Cash flow from financing activities
Proceeds from note payable - stockholder	17,500	12,500
Net cash provided by financing activities	17,500	12,500
Net increase (decrease) in cash	1,826	(3,445)
Cash, beginning of period	2,475	4,496
Cash, end of period	$ 4,301	$ 1,051

Nature of Operations

Nature of Operations	6 Months Ended
	Dec. 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	6 Months Ended
	Dec. 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 the Form 10-K filed with the SEC on September 27, 2019. The balance sheet as of June 30, 2019 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 presentation 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	6 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Note 3 – Income Taxes As of December 31, 2019, the Company has net operating loss carryforwards of approximately $151,000, to reduce future federal and state taxable income through the fiscal year ending June 30, 2040, which results in a deferred tax asset of approximately $32,000 against which a full valuation allowance has been recorded. The provision for income taxes is as follows for the six months ended December 31, 2019 and 2018: For the For the December 31, December 31, Current expense: Federal $ - $ - Deferred tax benefit: Federal 4,300 4,400 Valuation allowance (4,300 ) (4,400 ) Total $ - $ - As of December 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 six months ended December 31, 2019 and 2018: For the For the December 31, December 31, Statutory federal income tax rates 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 December 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	6 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Common Stock	Note 4 – Common Stock On December 6, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock of the Company from 50,000,000 to 750,000,000. As of December 31, 2019, the Company had 750,000,000 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.

Preferred Stock

Preferred Stock	6 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Preferred Stock	Note 5 – Preferred Stock As of December 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	6 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Commitments and Related Party Transactions	Note 6 – Commitments and Related Party Transactions Office Space As of December 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. 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 December 31, 2019, the total amount due under the Note was $127,637, including accrued interest of $10,027 which is reported as a component of accounts payable and accrued expenses in the accompanying condensed balance sheets.

Going Concern

Going Concern	6 Months Ended
	Dec. 31, 2019
Going Concern [Abstract]
Going Concern	Note 7 – 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. As of December 30, 2019, the Company has incurred losses from inception of approximately $151,000 and has negative working capital of approximately $126,000. 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 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 the Form 10-K filed with the SEC on September 27, 2019. The balance sheet as of June 30, 2019 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 presentation 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)	6 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of provision for income taxes	For the For the December 31, December 31, Current expense: Federal $ - $ - Deferred tax benefit: Federal 4,300 4,400 Valuation allowance (4,300 ) (4,400 ) Total $ - $ -
Schedule of difference between our effective income tax rate and the U.S. federal income tax rate	For the For the December 31, December 31, Statutory federal income tax rates 21.0 % 21.0 % Valuation allowance -21.0 % -21.0 % Effective income rate, net - -

Income Taxes (Details)

Income Taxes (Details) - USD ($)	6 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Current expense:
Federal
Deferred tax benefit:
Federal	4,300	4,400
Valuation allowance	(4,300)	(4,400)
Total

Income Taxes (Details 1)

Income Taxes (Details 1)	6 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Statutory federal income tax rates	21.00%	21.00%
Valuation allowance	(21.00%)	(21.00%)
Effective income rate, net

Income Taxes (Details Textual)

Income Taxes (Details Textual)	6 Months Ended
	Dec. 31, 2019USD ($)
Income Taxes (Textual)
Net operating loss carryforwards	$ 151,000
Deferred tax asset	$ 32,000
Income tax examination, description	Future federal and state taxable income through the fiscal year ending June 30, 2040.
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	Dec. 31, 2019	Dec. 06, 2019	Jun. 30, 2019
Common Stock (Textual)
Common stock, shares authorized	750,000,000		750,000,000
Common stock, par value	$ 0.0001		$ 0.0001
Common stock, shares issued	2,307,699		2,307,699
Minimum [Member
Common Stock (Textual)
Common stock, shares authorized		50,000,000
Maximum [Member]
Common Stock (Textual)
Common stock, shares authorized		750,000,000

Preferred Stock (Details)

Preferred Stock (Details) - $ / shares	Dec. 31, 2019	Jun. 30, 2019
Preferred Stock (Textual)
Preferred stock, par value	$ 0.0001	$ 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 ($)	Dec. 31, 2019	May 31, 2017
Commitments and Related Party Transactions (Textual)
Total amount due	$ 127,637
Accrued interest	$ 10,027
Interest rate, percentage		(6.00%)

Going Concern (Details)

Going Concern (Details)	Dec. 31, 2019USD ($)
Going Concern (Textual)
Incurred losses from inception	$ 151,000
Negative working capital	$ (126,000)