Proficient Alpha Acquisition 10-Q 5 Feb 20 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2019	Feb. 05, 2020
Document And Entity Information
Entity Registrant Name	PROFICIENT ALPHA ACQUISITION CORP
Entity Incorporation State	NV
Entity File Number	001-38925
Entity Central Index Key	0001764711
Document Type	10-Q
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		14,467,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Shell Company	true

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2019	Sep. 30, 2019
Current Assets
Cash	$ 1,690,632	$ 1,078,708
Escrow deposit		800,000
Prepaid expenses	76,830	105,000
Other receivable	219	219
Total Current Assets	1,767,681	1,983,927
Government securities held in Trust Account	116,428,920	115,925,644
Total Assets	118,196,601	117,909,571
Current Liabilities
Accrued expenses	66,985	38,344
Accrued expenses - related parties	76,684	19,074
Tax payable	59,499	19,343
Total Current Liabilities	203,168	76,761
Commitments
Common stock subject to possible redemption, 9,730,167 shares at redemption value as of December 31, 2019 and September 30, 2019	97,301,671	97,301,671
Stockholders' Equity
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding as of December 31, 2019 and September 30, 2019
Common stock, $0.001 par value, 150,000,000 shares authorized, 4,736,833 shares issued and outstanding (excluding 9,730,167 shares subject to possible redemption) as of December 31, 2019 and September 30, 2019	4,737	4,737
Additional paid in capital	20,452,360	20,449,027
Accumulated earnings (deficits)	234,665	77,375
Total stockholders deficit	20,691,762	20,531,139
Total Liabilities and stockholders deficit	$ 118,196,601	$ 117,909,571

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Sep. 30, 2019
Statement of Financial Position [Abstract]
Common Stock redemption	9,730,167	9,730,167
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	150,000,000	150,000,000
Common Stock, shares issued	4,736,833	4,736,833
Common Stock, shares outstanding	4,736,833	4,736,833

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating expense
Audit fee	$ 10,000	$ 8,000
Officers compensation	64,333	71,667
Legal fees	126,302	25,000
General and administrative expenses	107,814	433
Total operating expense	308,449	105,100
Other income
Unrealized gain from the trust account	503,276
Interest income	2,619
Total other income	505,895
Net income (loss) before income tax	197,446	(105,100)
Income tax	40,156
Net income (loss)	$ 157,290	$ (105,100)
Net (loss) per share
Basic and diluted	$ (0.06)	$ (0.04)
Weighted average number of shares
Basic and diluted	4,736,833	2,500,000

Shareholders Equity

Shareholders Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Subscription Receivable	Retained Earnings / Accumulated Deficit	Total
Beginning Balance, shares at Sep. 30, 2018		2,875,000
Beginning Balance, amount at Sep. 30, 2018		$ 2,875	$ 554,347	$ (182,500)	$ (113,016)	$ 261,706
Common stock issued for services, shares
Common stock issued for services, amount			$ 3,334			$ 3,334
Collection of subscription receivable				166,250		166,250
Net income (loss)					$ (105,100)	$ (105,100)
Ending Balance, shares at Dec. 31, 2018		2,875,000
Ending Balance, amount at Dec. 31, 2018		$ 2,875	$ 557,681	$ (16,250)	$ (218,116)	$ 326,190
Beginning Balance, shares at Sep. 30, 2019		4,736,833
Beginning Balance, amount at Sep. 30, 2019		$ 4,737	$ 20,449,027		$ 77,375	$ 20,531,139
Common stock issued for services, shares
Common stock issued for services, amount			$ 3,333			3,333
Collection of subscription receivable
Net income (loss)					$ 157,290	$ 157,290
Ending Balance, shares at Dec. 31, 2019		4,736,833
Ending Balance, amount at Dec. 31, 2019		$ 4,737	$ 20,452,360		$ 234,665	$ 20,691,762

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net (loss)	$ 157,290	$ (105,100)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Common stock issued for service	3,333	3,334
Changes in operating assets and liabilities:
Prepaid expenses	28,170
Accrued expenses	28,641	(11,000)
Accrued expenses - related parties	57,610	(15,668)
Tax payable	40,156
Net cash provided by (used in) operating activities	315,200	(128,434)
Cash flows from investing activities:
Escrow deposit	800,000
Investment in government securities held in Trust Account	(503,276)
Net cash provided by (used in) investing activities	296,724
Cash flows from financing activities:
Collection of subscription receivable		166,250
Net cash provided by financing activities		166,250
Net increase in cash and cash equivalents	611,924	37,816
Cash and cash equivalent at beginning of period	1,078,708	302,362
Cash and cash equivalents at end of period	1,690,632	340,178
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-Cash Transactions
Commom stock subject to possible redemption

NOTE 1 - BASIS FOR PRESENTATION

NOTE 1 - BASIS FOR PRESENTATION	3 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 1 - BASIS FOR PRESENTATION	NOTE 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements of Proficient Alpha Acquisition Corp. (the “Company”) have been prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the applicable rules and regulations for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended September 30, 2019. The interim results for the three months ended December 31, 2019 are not necessarily indicative of the results to be expected for the year ending September 30, 2020 or for any future interim periods.

NOTE 2 - DESCRIPTION OF ORGANIZ

NOTE 2 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 2 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 2. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: The Company is a blank check company incorporated in Nevada on July 27, 2018, which was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company may, subject to certain limitations, pursue a Business Combination target with operations or prospects in the financial services sector in China, including Hong Kong, Macau and mainland China. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012. As of December 31, 2019, the Company had not yet commenced any operations. All activity for the period from July 27, 2018 (inception) through December 31, 2019 relates to the Company’s formation and the initial public offering (“IPO”), and subsequent to the IPO, searching for a target for its Business Combination. The Company will not generate any operating revenues until after consummation of the initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. On June 3, 2019, the Company consummated its IPO of 10,000,000 units (“Units”). Each Unit consists of one share of common stock, $0.001 par value per share (“Common Stock”), one warrant (“Public Warrant”) to purchase one share of Common Stock at an exercise price of $11.50 per share, and one right (“Right”) to receive one-tenth of one share of Common Stock upon consummation of the Company’s initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. Pursuant to the Underwriting Agreement, the Company granted the underwriters in the IPO (the “Underwriters”) a 30-day option to purchase up to 1,500,000 additional Units solely to cover over-allotments, if any (the “Over-Allotment Option”); and simultaneously with the consummation of the IPO, the Underwriters exercised the Over-Allotment Option in full, generating additional gross proceeds of $15,000,000 to the Company. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 5,375,000 warrants (“Placement Warrants”) at a price of $1.00 per Placement Warrant, generating total proceeds of $5,375,000. Following the closing of the IPO on June 3, 2019, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Placement Warrants Transaction costs amounted to $6,625,439, consisting of cash of $2,875,000 of underwriting fees and $315,120 of IPO costs, the fair value of 92,000 shares issued and 920,000 warrants granted to the Underwriters in total amount of $3,435,319 pursuant to the Underwriting Agreement. In addition, $2,177,380 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their shares of Common Stock upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, officers and directors (the “Initial Stockholders”) have agreed to vote their founder shares and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Company will have until June 3, 2020 (or December 3, 2020 if the Company extends the period to consummate a Business Combination by the full amount) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the Common Stock sold as part of the Units in the IPO (the “ The Initial Stockholders have agreed to (i) waive any and all right, title, interest or claim of any kind the Initial Stockholders may have in the future in or to any distribution of the Trust Account and any remaining net assets of the Company as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever; (ii) waive any right to exercise conversion rights with respect to any shares of the Common Stock owned or to be owned by the Initial Stockholders, directly or indirectly, whether such shares be part of the founder shares or shares of Common Stock purchased by the Initial Stockholders in the IPO or in the aftermarket, and each agrees not to seek conversion with respect to such shares in connection with any vote to approve a Business Combination or to sell any such shares in a tender offer undertaken by the Company in connection with a Business Combination; and (iii) not propose, or vote in favor of, an amendment to Article Sixth of the Company’s Amended and Restated Articles of Incorporation, as the same may be amended from time to time, prior to the consummation of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their shares of Common Stock upon such approval in accordance with such Article Sixth thereof. In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation, each of the Initial Stockholders agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses. In order to protect the amounts held in the Trust Account, Mr. Shih-Chung Chou, our sponsor has agreed that he will be personally liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. Additionally, the agreement entered into by our sponsor specifically provides for two exceptions to the indemnity he has given: he will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the Underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked our sponsor to reserve for such indemnification obligations. The Company will seek to reduce the possibility that Mr. Shih-Chung Chou

NOTE 3 - GOVERNMENT SECURITIES

NOTE 3 - GOVERNMENT SECURITIES HELD IN TRUST ACCOUNT	3 Months Ended
	Dec. 31, 2019
Note 3 - Government Securities Held In Trust Account
NOTE 3 - GOVERNMENT SECURITIES HELD IN TRUST ACCOUNT	NOTE 3. GOVERNMENT SECURITIES HELD IN TRUST ACCOUNT As of December 31, 2019, the assets of $116,428,920 held in the Trust Account were substantially held in U.S. Treasury Bills with maturity of six months. Management elects to measure the government securities at fair value in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 825 “Financial Instruments”. Any changes in fair value of the government securities are recognized in net income. Impairment of government securities is recognized in earnings when a decline in value has occurred that is deemed to be other than temporary, and the current fair value becomes the new cost basis for the securities.

NOTE 4 - ESCROW DEPOSIT

NOTE 4 - ESCROW DEPOSIT	3 Months Ended
	Dec. 31, 2019
Note 4 - Escrow Deposit
NOTE 4 - ESCROW DEPOSIT	NOTE 4. ESCROW DEPOSIT On October 2, 2019, the escrow deposit of $800,000 was released by the escrow agent and returned to the Company due to the termination of a non-binding letter of intent with a potential target company for an initial Business Combination, dated July 18, 2019, entered into by and between the Company and such potential target company.

NOTE 5 - PREPAID EXPENSES

NOTE 5 - PREPAID EXPENSES	3 Months Ended
	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
NOTE 5 - PREPAID EXPENSES	NOTE 5. PREPAID EXPENSES As of December 31, 2019, the Company had prepaid expenses of $76,830, of which $70,000 was in connection with the prepayment for D&O insurance, and $6,830 was related to the prepaid legal services.

NOTE 6 - ACCRUED EXPENSES

NOTE 6 - ACCRUED EXPENSES	3 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
NOTE 6 - ACCRUED EXPENSES	NOTE 6. ACCRUED EXPENSES As of December 31, 2019, the Company had accrued expenses of $66,985, of which $18,083 and $46,025 were due to the legal fee and evaluation fee, respectively, in connection with the potential Business Combination.

NOTE 7 - INCOME TAXES

NOTE 7 - INCOME TAXES	3 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
NOTE 7 - INCOME TAXES	NOTE 7. INCOME TAXES The Company is subject to federal taxes and no state taxes in the State of Nevada. A reconciliation of the Company’s effective income tax rate to the federal statutory rate is as follows: December 31, 2019 Federal income tax expense at the statutory rate (20%) $ 40,156 State income taxes, net of federal benefit — Permanent differences — Change in valuation allowance — Provision for income taxes $ 40,156 As of December 31, 2019, the Company had income tax payable in amount of $59,499. The Company accounts for its deferred tax assets and liabilities, including excess tax benefits of share-based payments, based on the tax ordering of deductions to be used on its tax returns. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities was $0 as of December 31, 2019.

NOTE 8 - ACCRUED EXPENSE - RELA

NOTE 8 - ACCRUED EXPENSE - RELATED PARTY	3 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
NOTE 8 - ACCRUED EXPENSE - RELATED PARTY	NOTE 8. ACCRUED EXPENSES - RELATED PARTY As of December 31, 2019, the Company had $76,684 due to related parties including travel expenses of $14,142 advanced by the Company’s Chief Executive Officer, and accrued compensation of $62,497 to the Company’s management and directors. Pursuant to the executed offer letters, the Company pays the Company’s Chief Executive Officer and Chief Financial Officer, $2,000 and $5,000 in cash per month starting from February 1, 2019 and August 1, 2018, respectively, and issued to each of them 50,000 founder shares. In addition, the Company pays the Company’s directors $2,000 in cash per month starting from August 1, 2018, and will issue a total of 250,000 shares of Common Stock within 10 days after the closing date of the initial Business Combination. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of $0.20 per share. Accordingly, the Company calculated the stock-based compensation of $70,000 at its fair value and amortized pro rata within 18 months. A total of 100,000 founder shares to Chief Executive Officer and Chief Financial Officer were issued and the 250,000 shares to directors are not issued within 10 days after the closing date of the initial Business Combination. On March 20, 2019, the Company entered into an offer letter with the Company’s current Chief Executive Officer, President and Secretary, pursuant to which, the Company agreed to issue to him 50,000 shares of Common Stock for his services. The 50,000 shares will be issued within 10 days after the closing date of the initial Business Combination. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of $0.20 per share. Accordingly, the Company calculated the stock-based compensation of $10,000 at its fair value and amortized pro rata within 18 months. Accordingly, the Company recognized stock-based compensation of $3,333 during the three months ended December 31, 2019. The Company recognized compensation expenses of $10,000 in connection with the Common Stock hereto, which was included in the accrued expenses – related parties as of December 31, 2019. The unrecognized stock-based compensation was $1,111 as of December 31, 2019.

NOTE 9 - FAIR VALUE MEASUREMENT

NOTE 9 - FAIR VALUE MEASUREMENTS	3 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
NOTE 9 - FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2019 Assets: Government securities held in Trust Account 1 $ 116,428,920

NOTE 10. CREDIT ARRANGEMENT

NOTE 10. CREDIT ARRANGEMENT	3 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
NOTE 10. CREDIT ARRANGEMENT	NOTE 10. CREDIT ARRANGEMENT On July 24, 2019, the Company and the Sponsor entered into an unsecured promissory note (the “Note”) for a principal amount of up to $800,000 to be used by the Company for working capital purposes. Pursuant to the terms of the Note, the Sponsor will loan to the Company up to a total of $800,000, in the event that the Company’s cash held outside of its Trust Account is less than $150,000. The Note bears no interest and is repayable in full upon the earlier of the closing of the Company’s initial Business Combination and the date of the winding up of the Company.

NOTE 7 - INCOME TAXES (Tables)

NOTE 7 - INCOME TAXES (Tables)	3 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal Tax table	December 31, 2019 Federal income tax expense at the statutory rate (20%) $ 40,156 State income taxes, net of federal benefit — Permanent differences — Change in valuation allowance — Provision for income taxes $ 40,156

NOTE 2 - DESCRIPTION OF ORGAN_2

NOTE 2 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)	3 Months Ended
	Dec. 31, 2019USD ($)shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
IPO gross proceeds | $	$ 115,000,000
Private placement | shares	5,375,000

NOTE 8 - ACCRUED EXPENSE - RE_2

NOTE 8 - ACCRUED EXPENSE - RELATED PARTY (Details Narravtive)	3 Months Ended
	Dec. 31, 2019USD ($)
Payables and Accruals [Abstract]
Stock based compensation	$ 3,333
Compensation expense	10,000
Unrecongnized stock based compensation	$ 1,111