U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2018

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from

 

Commission File No. 000-54435

 

VPR BRANDS, LP

 

(Exact name of registrant as specified in its charter)

 

Delaware		45-1740641
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3001 Griffin Road, Fort Lauderdale, FL		33312
(Address of Principal Executive Offices)		(Zip Code)

(954) 715-7001

 (Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ] Yes [X] No

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[   ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)
Emerging growth company	[   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ]
Yes [  ] No [ X ]

 

The number of the Registrant’s voting and non-voting common units representing limited partner interests outstanding as of August 14, 2018 was 81,054,719.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Unaudited Balance Sheets as of June 30, 2018 and December 31, 2017	2
	Unaudited Statements of Operations for the three and six months ended June 30, 2018 and 2017	3
	Unaudited Statements of Cash Flows for the six months ended June 30, 2018 and 2017	4
	Notes to Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES		20

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

 

 

VPR BRANDS, LP
BALANCE SHEETS
(UNAUDITED)

       

       

       

 

	June 30, 2018		December 31, 2017
ASSETS:
Current Assets:
Cash	$                       7,342		$                           56,640
Accounts Receivable-Net of reserve of $-0- and $69,358	297,947		$                         199,803
Vendor Deposits	127,173		-
Inventory	212,614		150,365
Deposits	16,780		16,780
TOTAL CURRENT ASSETS	$                  661,856		$                         423,588
Property and Equipment-Net of Accumulated Depreciation	14,464		17,759
Intangible Assets-Net of Accumulated Amortization	22,084		29,754
TOTAL ASSETS	$                  698,404		$                         471,101
LIABILITIES AND PARTNER'S DEFICIT:
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses	$                  150,812		$                         243,265
Customer Deposits	20,302		-
Derivative Liability	120,889		392,623
Notes Payable, Net of Debt discount of $16,838 and $-0-	509,795		238,511
Convertible Notes Payable, Net of Debt discount of $15,571 and $145,856	58,083		428,344
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES	859,881		1,302,743
PARTNERS' DEFICIT:
Partners' Capital 100,000,000 authorized; Common units,  81,054,719 and 68,604,686 issued and outstanding as of June 30, 2018 and December 31, 2017, respectively	7,609,115		6,794,002
Equity instruments to be issued	36,000		-
Accumulated deficit	(7,806,592)		(7,625,644)
TOTAL PARTNERS' DEFICIT	(161,477)		(831,642)
TOTAL LIABILITIES AND PARTNERS’ DEFICIT	$                  698,404		$                         471,101

 

See accompanying notes to financial statements      

.

 

 

 

 

 VPR BRANDS, LP             

STATEMENTS OF OPERATIONS            

(UNAUDITED)            

 

	Three Months Ended				Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
REVENUES	$            1,214,786		$                1,036,806		$       2,215,948		$     1,823,341
COST OF SALES	(607,378)		(625,409)		(1,141,835)		(1,136,930)
GROSS PROFIT	607,408		411,397		1,074,113		686,411
OPERATING EXPENSES:
Selling, General and Administrative	486,618		489,640		940,499		1,088,196
TOTAL OPERATING EXPENSES	486,618		489,640		940,499		1,088,196
NET OPERATING INCOME (LOSS)	120,790		(78,243)		133,614		(401,785)
Other (Expense) Income
Interest Expense	(115,380)		(41,441)		(180,611)		(182,477)
Loss on extinguishment of debt	(84,279)		(185,953)		(329,113)		(173,991)
Change in fair value of derivative liability	47,342		(37,334)		195,163		122,988
NET LOSS	$               (31,527)		$                 (342,971)		$       (180,947)		$     (635,265)
LOSS PER COMMON UNIT	$                   (0.00)		$                       (0.01)		$             (0.00)		$           (0.01)
Weighted-Average Common Units Outstanding — Basic and Diluted	78,301,635		50,259,797		74,604,571		49,924,937

 

See accompanying notes to financial statements            

 

  VPR BRANDS, LP     

  STATEMENT OF CASH FLOWS    

  (UNAUDITED)    

       

 

 

	Six Months Ended
	June 30, 2018      June 30, 2017
OPERATING ACTIVITIES:
Net Loss	$                 (180,947)		$            (635,265)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization and Depreciation	10,965		42,404
Non-Cash Interest	180,611		182,477
Equity investments to be issued	36,000		-
Gain change in value of Derivative Liability	(195,163)		(122,988)
Loss on Extinguishment of Debt	329,113		173,991
Changes in operating assets and liabilities:
Inventory	(62,249)		191,309
Other Assets	-		(203,223)
Vendor Deposits	(127,173)		-
Accounts Receivable	(98,144)		(150,930)
Customer Deposits	20,302		(116,256)
Accounts payable and Accrued expenses	(92,453)		254,696
NET CASH USED IN OPERATING ACTIVITIES	(179,138)		(383,785)
Proceeds from Notes Payable	600,005		225,000
Payments on Notes Payable	(470,165)		-
Proceeds from private placement offering of common units	-		75,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	129,840		300,000
DECREASE  IN CASH	(49,298)		(83,785)
CASH - BEGINNING OF PERIOD	56,640		83,785
CASH - END OF PERIOD	$                        7,342		$                      -
Non-Cash Items:
Conversion of convertible Debt into Common Units	$                    450,000		$               25,000
Common Units issued in connection with debt conversion	12,450,033		87,108

 

See accompanying notes to financial statements      

 

 

 

 

 

 

 

 

VPR BRANDS, LP

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2018
(UNAUDITED) 

 

NOTE 1. ORGANIZATION

 

VPR Brands, LP (the “Company”, “we” or “our”) was incorporated in New York on July 19, 2004, as Jobsinsite.com, Inc. On August 5, 2004, we changed our name to Jobsinsite, Inc. On June 18, 2009, we merged with a Delaware corporation and became Jobsinsite, Inc. On July 1, 2009, we filed articles of conversion with the secretary of state of Delaware and became Soleil Capital L.P., a Delaware limited partnership. On September 2, 2015, we changed our name to VPR Brands, LP.

 

The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the U.S. and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarette e-liquids marketed under the brand “Helium” in the United States and are undertaking efforts to establish distribution of our electronic cigarette e-liquids brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents.

 

On July 29, 2016, the Company entered into and closed an Asset Purchase Agreement with Vapor Corp. (“Vapor”) and the Company’s Chief Executive Officer, Kevin Frija (the former Chief Executive Officer of Vapor), pursuant to which Vapor sold Vapor’s wholesale operations and inventory related thereto to the Company.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2018, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2017.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash  

 

Cash includes all cash deposits and highly liquid financial instruments with an original maturity of three and six months or less.

 

Stock-Based Compensation 

 

Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company may issue shares as compensation in future periods for employee services.

 

The Company may issue restricted units to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty’s performance is complete. The Company may issue shares as compensation in future periods for services associated with the registration of the common shares.

Revenue Recognition 

 

In May 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

 

The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company's revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

 

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

 

Revenues from product sales are recognized when the customer obtains control of the Company's product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

 

Basic and Diluted Net Loss Per Unit

 

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive.

 

Income Taxes 

 

The Company is considered a partnership for income tax purposes. Accordingly, the partners report the Company’s taxable income or loss on their individual tax returns.

 

Rent

 

The Company recognizes rent expense on a straight-line basis over the lease term. Deferred rent is included in accounts payable and accrued expenses on the accompanying balance sheets.

 

Accounting for Derivative Instruments

 

The Company issues debentures where the number of shares into which a debenture can be converted is not fixed. For example, when a debenture converts at a discount to market based on the stock price on the date of conversion. In such instances, the embedded conversion option of the convertible debentures is bifurcated from the host contract and recorded at their fair value. In accounting for derivatives, the Company records a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the beneficial conversion feature. The discount is then amortized over the life of the debenture and the derivative liability is adjusted periodically according to stock price fluctuations. At the time of conversion, any remaining derivative liability is charged to additional paid-in capital. For purposes of determining derivative liability, the Company uses Black-Scholes modeling for computing historic volatility.

 

Recent Accounting Pronouncements 

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flow when implemented.

 

NOTE 3: GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has a net loss of $(124,445) for the six months ended June 30, 2018 and has an accumulated deficit of $7,750,090 at June 30, 2018. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its common unit holders, the ability of the Company to obtain necessary

equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

The Company plans to pursue equity funding to expand its brand. Through equity funding and the current operations, including the acquisition of the Vapor line of business, the Company expects to meet its current capital needs. There can be no assurance that the Company will be able raise sufficient working capital.  If the Company is unable to raise the necessary working capital through equity funding, it will be forced to continue relying on cash from operations in order to satisfy its current working capital needs.  

NOTE 4: FAIR VALUE MEASUREMENTS

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

The Company used Level 3 inputs for its valuation methodology for the derivative liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs

		June 30, 2018				December 31, 2017
Annual dividend yield			-				-
Expected life (years)			.50				.75 to .50
Risk-free interest rate			1.0	%			1.0	%
Expected volatility			35-237	%			187-236	%

 

  The change in Level 3 financial instruments is as follows:

Balance, December 31, 2016		$	104,582
Issued During the Year Ended December 31, 2017			287,829
Extinguished during the year			(102,317	)
Change in fair value recognized in operations			102,529
Balance, December 31, 2017			392,623
Issued During the Six Months Ended June 30, 2018			-0-
Extinguished during the year			(76,571	)
Change in fair value recognized in operations			(195,163	)
Balance, June 30, 2018		$	120,889

Fair Value Measurements at

December 31, 2017

Using Fair Value Hierarchy

Level 1

Level 2

Level 3

Liabilities

Embedded derivative liabilities – (Conversion Feature)

392,623

Total

$

392,623

 

Fair Value Measurements at

June 30, 2018

Using Fair Value Hierarchy

Level 1

Level 2

Level 3

Liabilities

Embedded derivative liabilities – (Conversion Feature)

120,889

Total

$

120,889

 

For the six months ended June 30, 2018, the Company recognized a gain of $107,820 on the change in fair value of its derivative liabilities. At June 30, 2018, the Company did not identify any other assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 825-10.

NOTE 5: PROPERTY AND EQUIPMENT-NET

		Estimated Useful Lives
		(Years)				June 30, 2018				December 31, 2017
Furniture and Fixtures		5				$	30,296			$	30,296
Warehouse Equipment		5					130				130
						$	30,426			$	30,426
Less accumulated depreciation							(15,962	)			(12,667	)
						$	14,464			$	17,759

Depreciation expense amounted to $3,295 and $6,030 for the six months ended June 30, 2018 and June 30, 2017, respectively.

NOTE 6: INTANGIBLE ASSETS-NET

			Estimated Useful Lives
			(Years)				June 30, 2018				December 31, 2017
Customer Lists			6			$	26,222			$	26,222
Trademarks			3				32,000				32,000
						$	58,222			$	58,222
Less: accumulated amortization							(36,138	)			(28,468	)
						$	22,084			$	29,754

Amortization expense amounted to $7,670 and $16,250 for the six months ended June 30, 2018 and June 30, 2017, respectively.

 

 

NOTE 7: PARTNER DEFICIT/COMMON UNITS 

 

On June 30, 2017, pursuant to the terms of certain share purchase agreements, the Company received an aggregate of $75,000 from three investors in exchange for the sale by the Company of an aggregate of 208,332 common units (representing a sale price of $0.36 per common unit). As of June 30, 2018, the Company has not issued these common units.

 

In connection with the Vapor acquisition, Vapor loaned the Company $500,000. The Company issued to Vapor a secured, 36-month promissory note in the principal amount of $500,000 (the “Secured Promissory Note”). The Secured Promissory Note bears interest at a rate of prime plus 2% (which rate resets annually on July 29th), and payments thereunder are $14,000 per month, with such payments deferred and commencing on January 26, 2017, with subsequent installments payable on the same day of each month thereafter and in the 37th month (on July 29, 2019), a balloon payment for all remaining accrued interest and principal. In March 2017, the Secured Promissory Note was sold by Vapor to DiamondRock, LLC, an unaffiliated third party (“DiamondRock”).

 

The consideration for the Vapor acquisition consisted of a secured, one-year promissory note from the Company to Vapor in the principal amount of $370,000 (the “Vapor Acquisition Note”). The Vapor Acquisition Note bears interest at the rate of 4.5% and is payable in the amount of $10,000 per month, commencing on October 28, 2016, with a balloon payment of the remainder of principal and interest due on July 29, 2017. The Vapor Acquisition Note was sold by Vapor to DiamondRock.

 

 

DiamondRock has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the Secured Promissory Note into common units of the Company, subject to the limitation that DiamondRock may not complete a conversion if doing so would cause DiamondRock to own in excess of 4.99% of the Company’s outstanding common units, provided that DiamondRock may waive that limitation and increase the ownership cap to up to 9.99%. The conversion price for any conversion under the Secured Promissory Note is equal to the lesser of (i) $0.50 and (ii) 65% of the volume weighted average trading price of the Company’s common units over the 7 trading days ending on the last complete trading day prior to the date of the conversion. In addition, in the event that the Company enters into certain transactions with other parties that provide for a conversion price at a larger discount (than 35%) to the trading price of the Company’s common units, or provides for a longer look-back period, then the conversion price and look-back period under the Secured Promissory Note will be adjusted to be such lower conversion price and longer look-back period, as applicable.

 

 

During the six months ended June 30, 2018, the following conversions were effected:

 

Date		Amount Converted		Common Units Issued
1/2/18		$75,000		1,176,471
1/5/18		50,000		1,002,697
2/1/18		40,000		902,835
2/19/18		50,000		1,417,004
3/12/18		75,000		2,225,519
5/4/18		25,000		850,340
5/17/18		10,000		357,143
5/22/18		15,000		740,741
6/1/18		10,000		384,615
6/21/18		50,000		1,718,213
6/21/18		25,000		859,106
6/22/18		25,000		815,249
		$450,000		12,449,933

 

Effective May 24, 2018 the Company’s Board of Directors approved the issuance of 900,000 common units to Dan Hoff the Company’s Chief Operating Officer. The shares were valued at 36,000. As of the filing date the shares have not been issued however the expense and capital was recorded effective May 24, 2018.

NOTE 8: NOTES PAYABLE

On November 29, 2016, the Company entered into a Securities Purchase Agreement (the “DiamondRock SPA”) with DiamondRock, pursuant to which the Company may borrow up to $500,000 under a convertible promissory note (the “DiamondRock Note”) for an aggregate purchase price of $475,000, reflecting an original issue discount of $25,000. The transactions under the DiamondRock SPA closed on November 29, 2016, and the DiamondRock Note was issued on that date.   The Company borrowed $405,000 in 2016 and $ $75,000 in 2017 pursuant to the DiamondRock SPA and DiamondRock Note. As of June 30, 2018, the balance outstanding, including accrued interest on the balance due was $-0-.   In connection with the Vapor acquisition, Vapor loaned the Company $500,000. The Company issued to Vapor the Secured Promissory Note in the principal amount of $500,000. The Secured Promissory Note bears interest at a rate of prime plus 2% (which rate resets annually on July 29th), and payments thereunder are $14,000 per month, with such payments deferred and commencing on January 26, 2017, with subsequent installments payable on the same day of each month thereafter and in the 37th month (on July 29, 2019), a balloon payment for all remaining accrued interest and principal. Balance on this note is $28,135.   DiamondRock has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the Secured Promissory Note into common units of the Company, subject to the limitation that DiamondRock may not complete a conversion if doing so would cause DiamondRock to own in excess of 4.99% of the Company’s outstanding common units, provided that DiamondRock may waive that limitation and increase the ownership cap to up to 9.99%. The conversion price for any conversion under the Secured Promissory Note is equal to the lesser of (i) $0.50 and (ii) 65% of the volume weighted average trading price of the Company’s common units over the 7 trading days ending on the last complete trading day prior to the date of the conversion. In addition, in the event that the Company enters into certain transactions with other parties that provide for a conversion price at a larger discount (than 35%) to the trading price of the Company’s common units, or provides for a longer look-back period, then the conversion price and look-back period under the Secured Promissory Note will be adjusted to be such lower conversion price and longer look-back period, as applicable.

Amounts advanced under the DiamondRock Note bear interest at the rate of 8% per year, and the maturity date for each tranche is 12 months from the funding of the applicable tranche. The Company may prepay any amount outstanding under the DiamondRock Note prior to the maturity date for a 35% premium (thus paying 135% of the amount owed for that particular maturity).

 

If at any time while the DiamondRock Note is outstanding, the Company enters into a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act of 1933, as amended (covering certain exchange transactions), then a liquidated damages charge of 25% of the outstanding principal balance of the DiamondRock Note at that time will be assessed and will become immediately due and payable to DiamondRock, either in the form of cash payment or as an addition to the balance of the DiamondRock Note, as determined by mutual agreement of the Company and DiamondRock.

 

The DiamondRock Note also contains a right of first refusal such that, if at any time while the DiamondRock Note is outstanding, the Company has a bona fide offer of capital or financing from any third party that the Company intends to act upon, then the Company must first offer such opportunity to DiamondRock to provide such capital or financing on the same terms. The DiamondRock SPA and the DiamondRock Note contain customary representations, warranties and covenants for transactions of this type.

 

The consideration for the Vapor  acquisition consisted of a secured, one-year promissory note from the Company to Vapor in the principal amount of $370,000 (the “Vapor Acquisition Note”). The Vapor Acquisition Note bears interest at the rate of 4.5% and is payable in the amount of $10,000 per month, commencing on October 28, 2016, with a balloon payment of the remainder of principal and interest due on July 29, 2017.

 

 

In March 2017, the Secured Promissory Note was sold by Vapor to DiamondRock, an unaffiliated third party. As of June 30, 2018, the outstanding balance, including accrued interest, on the Acquisition Note is $45,818.  

 

On November 30, 2017, the Company entered into a Purchase Agreement (the “Orange Door Purchase Agreement”), dated November 16, 2017, with Orange Door Capital, LLC (“Orange Door”). Pursuant to the terms of the Orange Door Purchase Agreement, the Company agreed to sell to Orange Door all of the Company’s right, title and interest in and to $312,000 of the Company’s future receivables arising from electronic payments by the Company’s customers, in exchange for the payment by Orange Door to the Company of $240,000. Kevin Frija, the Company’s Chief Executive Officer and Chief Financial Officer and the majority stockholder of the Company, personally guaranteed the performance of all covenants and the truth and accuracy of all representations and warranties made by the Company in the Purchase Agreement. The balance  as of June 30, 2018 was $69,318.  

 

On January 18, 2018, the Company issued an unsecured promissory note (the “Brikor Note”) in the principal amount of $100,001 to Brikor, LLC, an unaffiliated third party (“Brikor”). Any unpaid principal amount and any accrued interest is due on January 18, 2019. The principal amount due under the Brikor Note bears interest at the rate of 24% per annum. Pursuant to the terms of the Brikor Note, Brikor may deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. The balance  as of June 30, 2018 was $47,311.  

 

On March 30, 2018, the Company issued an unsecured promissory note (the “Greg Pan Note”) in the principal amount of $100,001 to Mr. Greg Pan. Mr. Greg Pan is a director of the General Partner and owns a significant percentage of the Company’s outstanding common units. Any unpaid principal amount and any accrued interest is due on March 30, 2019. The principal amount due under the Greg Pan Note bears interest at the rate of 24% per annum. Pursuant to the terms of the Greg Pan Note, Mr. Greg Pan may deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. The balance  as of June 30, 2018 was $70,001.  

 

On April 5, 2018, the Company issued a Promissory Note in the principal amount of $100,001 (the “Surplus Note”) to Surplus Depot Inc., an unaffiliated third party (“Surplus”). The principal amount due under the Surplus Note bears interest at the rate of 24% per annum, and permits Surplus to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on April 5, 2019. The Surplus Note is unsecured. The balance  as of June 30, 2018 was $70,001.  

 

On May 4, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “May 2018 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial and accounting officer and Chairman of the Board, and a significant stockholder of the Company. The principal amount due under the May 2018 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on May 4, 2019. The May 2018 Frija Note is unsecured. The balance  as of June 30, 2018 was $82,501.  

 

On May 30, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “Sunshine Note”) to Sunshine Travel, Inc., an unaffiliated third party (“Sunshine Travel”). The principal amount due under the Sunshine Note bears interest at the rate of 24% per annum, and permits Sunshine Travel to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on May 30, 2019. The Sunshine Note is unsecured. The balance  as of June 30, 2018 was $90,001.  

 

On June 15, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “Frija-Hoff Note”) to Daniel Hoff and Kevin Frija jointly. The principal amount due under the Frija-Hoff Note bears interest at the rate of 24% per annum, and permits Messrs. Hoff and Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on June 15, 2019. The Frija-Hoff Note is unsecured. The balance  as of June 30, 2018 was $97,501.

 

During the six months ended June 30, 2018, $160,000 of notes was converted into 5,725,407 shares.

 

		June 30, 2018				December 31, 2017
Gross balances outstanding for convertible notes		$	73,718			$	574,318
Gross balances outstanding from notes payables-short term			526,570				238,393
Less: Debt discount			(32,410	)			(145,856	)
Carrying value of notes		$	567,878			$	666,855

 

NOTE 9: COMMITMENTS AND CONTINGENCIES

 

Lease Agreement

 

The Company has a three-year lease for its office and warehouse facility. The lease requires monthly payments as follows:

June 15, 2018-December 14, 2018		$9,590
December 15, 2018 to June 14, 2019		$10,190
June 15, 2019 to November 15, 2019		$10,690

 

Remaining lease payments in the following years are:

 

Year Ended December 31,
2018	57,540
2019	104,400
Total minimum lease payments	$161,940

 

Rent expense for the six months ended June 30, 2018 and 2017 was $58,232 and $56,278, respectively.

 

Legal Matters 

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of June 30, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

NOTE 10: SUBSEQUENT EVENTS 

The Company has reviewed its business operations subsequent to June 30, 2018 and has found the following transactions requiring disclosure.

On July 23, 2018, the Company issued the July 2018 Frija Note in the principal amount of $100,001 to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant stockholder of the Company. The principal amount due under the July 2018 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on July 23, 2019. The July 2018 Frija Note is unsecured.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the Securities and Exchange Commission (the “SEC”) or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report on Form 10-Q.

 

Unless stated otherwise, the words “VPR Brands,” “we,” “us,” “our,” and the “Company,” in this section collectively refer to VPR Brands, LP.

 

OVERVIEW

 

We are managed by Soleil Capital Management LLC, a Delaware limited liability company.

 

The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the U.S. and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarette e-liquids marketed under the brand “Helium” in the United States and are undertaking efforts to establish distribution of our electronic cigarette brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents.

 

VPR Brands is a holding company, whose assets include issued U.S. and Chinese patents for atomization related products including technology for medical marijuana vaporizers and electronic cigarette products and components. The Company is also engaged in product development for the vapor or vaping market, including e-liquids. Electronic cigarettes are electronic devices which deliver nicotine through atomization, or vaping of e-liquids and without smoke and other chemicals constituents typically found in traditional tobacco burning cigarette products.

 

Our portfolio of electronic cigarette and personal vaporizer patents (the “Patents”) are the basis for our efforts to:

 

	•	Design, market and distribute a line of e liquids under the “HELIUM” brand;
	•	Design, market and distribute electronic cigarettes;
	•	Prosecute and enforce our patent rights;
	•	License our intellectual property; and

•

Develop private label manufacturing programs.

 

Our branded electronic cigarette e-liquids: HELIUM

 

We design, develop and market electronic cigarette e-liquids sold under the Helium brand. Our electronic cigarette e-liquids are marketed as an alternative to tobacco burning cigarettes. We launched the Helium brand in limited U.S. markets in the first quarter of 2016 and grow distribution through third party distributors. Shortly after our U.S. launch we plan to introduce our electronic cigarette brand to the Chinese market. China is the largest producer and consumer of tobacco products in the world, however we believe that Chinese consumption of electronic cigarettes trails U.S. adoption and use. We believe that an opportunity exists to develop and expand our business and our Helium brand electronic cigarette e-liquids in China.

 

On July 29, 2016, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Vapor Corp. (“Vapor”) and the Company’s Chief Executive Officer, Kevin Frija (the former Chief Executive Officer of Vapor), pursuant to which Vapor sold Vapor’s wholesale operations and inventory related thereto (collectively, the “Assets”) to the Company (the “Vapor Acquisition”). The transactions contemplated by the Purchase Agreement closed on July 29, 2016.

 

The Vapor Acquisition comprises almost all of the Company’s revenue going forward.

 

Results of Operations for the Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017

 

Revenues

 

Our revenue for the six months ended June 30, 2018 and 2017 was $2,215,948 and $1,823,341, respectively. The increase is a result of increased sales during the six months ended June 30, 2018 due to the Company’s introduction of new product lines.

 

Cost of Sales

 

Cost of sales for the six months ended June 30, 2018 and 2017 was $1,141,835 and $1,136,930, respectively. The increase is a result of increased sales during the six months ended June 30, 2018 due to the Company’s introduction of new product lines.

 

Operating Expenses

Operating expenses for the six months ended June 30, 2018 were $940,499 as compared to $1,088,196 for the six months ended June 30, 2017. The decrease in expenses is due to reduced general, selling and administrative costs as a result of lower payroll and professional fees for the six months ended June 30, 2018.

Other (Expense)

Other (expense) for the six months ended June 30, 2018 and 2017 was expenses of $314,561 and $233,480, respectively. The increase is a result of the loss on the extinguishment of debt in the six months ended June 30, 2018. There were fewer conversions in the prior year as compared to current year. The loss was offset by lower interest in the six months ended June 30, 2018 as a result of lower loan balances during 2018 and gains on the change in derivative liability.

 

Net Loss

Net loss for the six months ended June 30, 2018 was $180,947 compared to a net loss of $635,265 for the six months ended June 30, 2017. The net loss decreased primarily as the result of higher sales and operating income in the six months ended June 30, 2018.

Results of Operations for the Three Months Ended June 30, 2018 Compared to the Three Months Ended June 30, 2017

 

Revenues

 

Our revenues for the three months ended June 30, 2018 and 2017 were $1,214,786 and $1,036,806, respectively. The increase is a result of increased sales due to the Company’s introduction of new product lines during the quarter ended June 30, 2018.

 

Cost of Sales

 

Cost of sales for the three months ended June 30, 2018 and 2017 was $607,378 and $625,409, respectively. The increase is a result of increased sales due to the Company’s introduction of new products lines during the quarter ended June 30, 2018.

 

Operating Expenses

Operating expenses for the three months ended June 30, 2018 were $486,618 as compared to $489,640 for the three months ended June 30, 2017. The decrease in expenses is due to reduced general, selling and administrative costs as a result of lower payroll and professional fees for the quarter ended June 30, 2018.

Other Income (Expense)

Other income (expense) for the three months ended June 30, 2018 and 2017 was expenses of $152,317 and $264,368, respectively. The decrease is a result of the gain on derivative liability and loss on the extinguishment of debt in 2018. There were no conversions in the prior year. The loss was offset by lower interest in the current quarter as a result of lower loan balances during the quarter.

 

Net Profit (Loss)

Net profit for the three months ended June 30, 2018 was $31,527 compared to a net loss of ($342,611) for the quarter ended June 30, 2017. The net loss has decreased mainly as the result of higher sales and operating income in quarter ended June 30, 2018.

Liquidity and Capital Resources

The Company used cash in operating activities of $179,138 for the six months ended June 30, 2018 as compared to $383,785 used in the six months ended June 30, 2017. The decrease in cash used is mainly a result of the lower loss for the year.

During the six months ended June 30, 2018 and 2017, the Company was provided cash from financing activities of $129,840, of which $600,005 was proceeds from the notes payable offset by $470,165 of payments to the notes. The Company had separate private placements in 2017 of $75,000 and draws on notes with DiamondRock, LLC (“DiamondRock”) for $225,000.

 

Total notes payable as of June 30, 2018 is $567,878 as compared to $666,855 at December 31, 2018.

 

Assets

 

At June 30, 2018 and December 31, 2017, we had total assets of $698,404 and $471,101, respectively. Assets consist primarily of inventory, accounts receivable, intangible assets and prepaid expenses in 2018 and 2017.

 

Liabilities 

 

Our total liabilities were $859,881 at June 30, 2018, compared to $1,302,743 at December 31, 2017. The decrease was primarily due to a decrease in derivative liabilities as the notes are due in six months.

 

Off –Balance Sheet Arrangements

 

As of June 30, 2018, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of

operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2018. Based on such review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2018, the disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure, because of a continued material weakness in our internal control over financial reporting, as described below.

  

The Company did not maintain an effective financial reporting process to prepare financial statements in accordance with generally accepted accounting principles in the United States. Specifically, our process lacked timely and complete financial statement reviews and procedures to ensure all required disclosures were made in our financial statements. Also, the Company lacked documented procedures including documentation related to testing of internal controls and entity-level controls, disclosure review, and other analytics. Furthermore, the Company lacked sufficient personnel to properly segregate duties.

 

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness; yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.

 

Remedial Efforts Related to the Material Weakness in Internal Control  

 

In an effort to address the material weakness, we have implemented, or are in the process of implementing, the following remedial steps:

	•		We intend to establish an audit committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls.
	•		We intend to establish an internal audit function and engage a public accounting firm to perform internal audit services under an outsourcing arrangement. We intend for the internal audit service provider to review the policies, procedures and systems to address the material weakness.
	•		In addition to supervising all financial aspects of the Company, our Chief Financial Officer is also supervising our Information Technology (“IT”) functions to better facilitate the coordination and development of improved systems to support our financial reporting process.

•

In furtherance of timely and complete financial statement reviews and procedures to ensure all required disclosures are made in our financial statements and promoting the segregation of duties, we have (i) hired experienced accounting personnel and expect to hire additional experienced accounting personnel, (ii) hired staff to handle the increased workload associated with the reporting structure in place and continue to recruit additional staff in key areas including financial reporting and tax accounting as well as we have engaged temporary staff and (iii) hired consultants to assist in achieving accurate and timely reporting, including hiring additional consultants to assist in the development and enhancement of IT infrastructure systems to support accounting.

 

•

We have provided and will continue to provide training to our finance and accounting personnel for timely and accurate preparation and management review of documentation to support our financial reporting and period-end close procedures including documentation related to testing of internal controls and entity-level controls, disclosure review, and other analytics.

 

•

We have been conducting and continue to conduct the assessment and review of our accounting general ledger system to further identify changes that can be made to improve our overall control environment with respect to journal entries. We are continuing to implement more formal procedures related to the review and approval of journal entries.

 

•

We have been formalizing the periodic account reconciliation process for all significant balance sheet accounts. We are continuing to implement more formal review of these reconciliations by our accounting management and we will increase the number of supervisory personnel to ensure that reviews are performed.

 

We believe these additional internal controls will be effective in remediating the material weakness described above; however, we may determine to modify the remediation plan described above by adding remedial steps to or modifying or no longer pursuing (if determined to be unnecessary in remediating the material weakness) the remedial steps set forth above. Until the remediation steps set forth above are fully implemented, the material weakness described above will continue to exist. Notwithstanding, through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

 

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its CEO and CFO, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the quarter ended June 30, 2018 the following conversions were effected:

 

	Date			Amount Converted			Common Units Issued
	5/4/18				$25,000		850,340
	5/17/18				10,000		357,143
	5/22/18				15,000		740,741
	6/1/18				10,000		384,615
	6/21/18				50,000		1,718,213
	6/21/18				25,000		859,106
	6/22/18				25,000		815,249
					$160,000		5,725,407

 

Item 3. Defaults upon Senior Securities.

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit Number		Description of Exhibit
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1*		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101.INS*		XBRL Instance
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation
101.DEF*		XBRL Taxonomy Extension Definition
101.LAB*		XBRL Taxonomy Extension Labels
101.PRE*		XBRL Taxonomy Extension Presentation

*	Filed herewith.

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

	VPR Brands, LP
Date: August 16, 2018	By:	/s/ Kevin Frija
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)