VPR Brands (VPRB) 10-Q 16 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 14, 2018
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Entity Registrant Name	VPR Brands, LP.
Entity Central Index Key	1,376,231
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Units, Shares Outstanding		81,054,719

BALANCE SHEETS (UNAUDITED)

BALANCE SHEETS (UNAUDITED) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
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
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 investments 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

BALANCE SHEETS (UNAUDITED) (Par

BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 0	$ 69,358
Note payable, debt discount	16,838	0
Convertible note payable, debt discount	$ 15,571	$ 145,856
Partners' Equity, common units authorized	100,000,000	100,000,000
Partners' Equity, common units issued	81,054,719	68,604,686
Partners' Equity, common units outstanding	81,054,719	68,604,686

STATEMENTS OF OPERATIONS (UNAUD

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
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	$ (0.01)	$ 0	$ (0.01)
Weighted-Average Common Units Outstanding - Basic and Diluted	78,301,635	50,259,797	74,604,571	49,924,937

STATEMENT OF CASH FLOWS (UNAUDI

STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 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 interest 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)
FINANCING ACTIVITIES
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

ORGANIZATION

ORGANIZATION	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2018
GOING CONCERN [Abstract]
GOING CONCERN	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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	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.

PROPERTY AND EQUIPMENT-NET

PROPERTY AND EQUIPMENT-NET	6 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT-NET	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.

INTANGIBLE ASSETS-NET

INTANGIBLE ASSETS-NET	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS-NET	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.

PARTNER DEFICIT_COMMON UNITS

PARTNER DEFICIT/COMMON UNITS	6 Months Ended
	Jun. 30, 2018
Stockholders' Equity Note [Abstract]
PARTNER DEFICIT/COMMON UNITS	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 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.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2018
Notes Payable [Abstract]
NOTES PAYABLE	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, December 31, 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

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	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.

SUMMARY OF SIGNIFICANT ACCOUN16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	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	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 Cash includes all cash deposits and highly liquid financial instruments with an original maturity of three and six months or less.
Stock-based Compensation	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	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	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	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	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	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	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.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Schedule of Level 3 Inputs Used to Value Conversion Option Liability	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 %
Schedule of Changes in Level 3 Financial Instruments	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
Schedule of Fair Value Measurements	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

PROPERTY AND EQUIPMENT-NET (Tab

PROPERTY AND EQUIPMENT-NET (Tables)	6 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Summary of 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

INTANGIBLE ASSETS-NET (Table)

INTANGIBLE ASSETS-NET (Table)	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of 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

PARTNER DEFICIT_COMMON UNITS (T

PARTNER DEFICIT/COMMON UNITS (Tables)	6 Months Ended
	Jun. 30, 2018
Stockholders' Equity Note [Abstract]
Schedule of Common Units Issued from Conversion of Convertible Secured Promissory Notes	Date Amount Converted 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

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2018
Notes Payable [Abstract]
Schedule of Notes Payable	June 30, December 31, 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

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Summary of Monthly Lease Payments	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
Summary of Future Minimum Operating Lease Payments	Remaining lease payments in the following years are: Year Ended December 31, 2018 57,540 2019 104,400 Total minimum lease payments $161,940

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
GOING CONCERN [Abstract]
Net loss	$ 31,527	$ 342,971	$ 180,947	$ 635,265
Accumulated deficit	$ 7,806,592	$ 6,649,097	$ 7,806,592	$ 6,649,097	$ 7,625,644

FAIR VALUE MEASUREMENTS (Narrat

FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Change in fair value of derivative liability	$ 47,342	$ (37,334)	$ 195,163	$ 122,988

FAIR VALUE MEASUREMENTS (Schedu

FAIR VALUE MEASUREMENTS (Schedule of Level 3 Inputs Used to Value Conversion Option Liability) (Details) - Conversion Option Liability [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Annual Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0	0
Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.01	0.01
Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected life (years)	6 months
Expected Term [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected life (years)		9 months
Expected Term [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected life (years)		6 months
Expected Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.35	1.87
Expected Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	2.37	2.36

FAIR VALUE MEASUREMENTS (Sche26

FAIR VALUE MEASUREMENTS (Schedule of Changes in Level 3 Financial Instruments) (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Balance, beginning	$ 392,623	$ 104,582
Issued during the Year	0	287,829
Extinguished during the Year	(76,571)	(102,317)
Change in fair value recognized in operations	(195,163)	102,529
Balance, ending	$ 120,889	$ 392,623

FAIR VALUE MEASUREMENTS (Sche27

FAIR VALUE MEASUREMENTS (Schedule of Fair Value Measurements) (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Embedded derivative liabilities - (Conversion Feature)
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Embedded derivative liabilities - (Conversion Feature)
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Embedded derivative liabilities - (Conversion Feature)	120,889	392,623
Total	$ 120,889	$ 392,623

PROPERTY AND EQUIPMENT-NET (Det

PROPERTY AND EQUIPMENT-NET (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 30,426		$ 30,426
Less accumulated depreciation	(15,962)		(12,667)
Property and Equipment-Net	14,464		17,759
Depreciation expense	3,295	$ 6,030
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 30,296		30,296
Estimated Useful Lives (Years)	5 years
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 130		$ 130
Estimated Useful Lives (Years)	5 years

INTANGIBLE ASSETS - NET (Detail

INTANGIBLE ASSETS - NET (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Total	$ 58,222		$ 58,222
Less: Accumulated Amortization	(36,138)		(28,468)
Net Total	22,084		29,754
Amortization expense	$ 7,670	$ 16,250
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Use Full Lives	6 years
Total	$ 26,222		26,222
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Use Full Lives	3 years
Total	$ 32,000		$ 32,000

PARTNER DEFICIT_COMMON UNITS (N

PARTNER DEFICIT/COMMON UNITS (Narrative) (Details) - USD ($)	1 Months Ended	6 Months Ended
	Mar. 31, 2017	Jun. 30, 2017	Jun. 30, 2018
Class of Stock [Line Items]
Number of common units approved for issuance to COO, not yet issued			900,000
Value of units approved for isuance to COO, not yet issued			$ 36,000
Frija and Pan SPA Termination Agreement [Member]
Class of Stock [Line Items]
Net proceeds from investors	$ 75,000
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Common units not yet issued	208,332
Secured Prommisory Note [Member[ | Secured Debt [Member]
Class of Stock [Line Items]
Debt instrument face amount		$ 500,000
Debt term		36 months
Debt variable interest rate description		prime plus 2%
Debt instrument periodic payment		$ 14,000
Debt instrument maturity date		Jul. 29, 2019
Date debt instrument sold to third party		Mar. 31, 2017
Vapor Acquisition Note [Member[ | Secured Debt [Member]
Class of Stock [Line Items]
Debt instrument face amount		$ 370,000
Debt term		1 year
Interest rate		4.50%
Debt instrument periodic payment		$ 10,000
Debt instrument maturity date		Jul. 29, 2017
Diamond Rock [Member]
Class of Stock [Line Items]
Percentage of outstanding shares of common stock			4.99%
Increased percentage of outstanding shares of common stock			9.99%
Conversion price on note			$ 0.50
Percentage of weighted average trading price			65.00%
Percentage discount on conversion price			35.00%

PARTNER DEFICIT_COMMON UNITS (S

PARTNER DEFICIT/COMMON UNITS (Schedule of Secured Promissory Note) (Details)	6 Months Ended
	Jun. 30, 2018USD ($)shares
Class of Stock [Line Items]
Amount converted | $	$ 450,000
Common units issued | shares	12,449,933
Issued date 1/2/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 75,000
Common units issued | shares	1,176,471
Issued date 1/5/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 50,000
Common units issued | shares	1,002,697
Issued date 2/1/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 40,000
Common units issued | shares	902,835
Issued date 2/19/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 50,000
Common units issued | shares	1,417,004
Issued date 3/12/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 75,000
Common units issued | shares	2,225,519
Issued date 5/4/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 25,000
Common units issued | shares	850,340
Issued date 5/17/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 10,000
Common units issued | shares	357,143
Issued date 5/22/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 15,000
Common units issued | shares	740,741
Issued date 6/1/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 10,000
Common units issued | shares	384,615
Issued date 6/21/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 50,000
Common units issued | shares	1,718,213
Issued date 6/21/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 25,000
Common units issued | shares	859,106
Issued date 6/22/18 [Member]
Class of Stock [Line Items]
Amount converted | $	$ 25,000
Common units issued | shares	815,249

NOTES PAYABLE (Narrative) (Deta

NOTES PAYABLE (Narrative) (Details) - USD ($)	1 Months Ended		6 Months Ended		11 Months Ended
	Mar. 18, 2018	Jan. 18, 2018	Jun. 30, 2018	Jun. 30, 2017	Nov. 23, 2017	Nov. 30, 2017
Debt Instrument [Line Items]
Shares issued from conversion of convertible debt			5,725,407
Value of convertible debt			$ 160,000
Orange Door Capital, LLC [Member]
Debt Instrument [Line Items]
Note balance			69,318
Receivables arising of electronic payments						$ 312,000
Exchange payment					$ 240,000
Secured Prommisory Note [Member[ | Secured Debt [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 500,000
Debt term				36 months
Debt variable interest rate description				prime plus 2%
Debt instrument periodic payment				$ 14,000
Debt instrument maturity date				Jul. 29, 2019
Date debt instrument sold to third party				Mar. 31, 2017
Note balance			$ 105,403
Diamond Rock [Member]
Debt Instrument [Line Items]
Percentage of outstanding shares of common stock			4.99%
Increased percentage of outstanding shares of common stock			9.99%
Conversion price on note			$ 0.50
Percentage of weighted average trading price			65.00%
Percentage discount on conversion price			35.00%
Percentage of liquidate damages charge on principal amount			25.00%
Percentage of owed amount on maturity			135.00%
Vapor Acquisition Note [Member[ | Secured Debt [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 370,000
Debt term				1 year
Interest rate				4.50%
Debt instrument periodic payment				$ 10,000
Debt instrument maturity date				Jul. 29, 2017
Note balance			$ 45,818
Brikor, LLC [Member]
Debt Instrument [Line Items]
Note balance			47,311
Unsecured promissory note		$ 100,001
Amount deduct in ACH payment per day		$ 500
Mr. Greg Pan [Member]
Debt Instrument [Line Items]
Interest rate	24.00%
Note balance			70,001
Unsecured promissory note	$ 100,001
Amount deduct in ACH payment per day	$ 500
Surplus Note [Member[ | Unsecured Debt [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 100,001
Interest rate			24.00%
Debt instrument maturity date			Apr. 5, 2019
Note balance			$ 70,001
Amount deduct in ACH payment per day			500
May 2018 Frija Note [Member[ | Unsecured Debt [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 100,001
Interest rate			24.00%
Debt instrument maturity date			May 4, 2019
Note balance			$ 82,501
Amount deduct in ACH payment per day			500
Sunshine Note [Member[ | Unsecured Debt [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 100,001
Interest rate			24.00%
Debt instrument maturity date			May 30, 2019
Note balance			$ 90,001
Amount deduct in ACH payment per day			500
Frija-Hoff Note [Member[ | Unsecured Debt [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 100,001
Interest rate			24.00%
Debt instrument maturity date			Jun. 15, 2019
Note balance			$ 97,501
Amount deduct in ACH payment per day			$ 500

NOTES PAYABLE (Schedule of Note

NOTES PAYABLE (Schedule of Notes Payable) (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Unamortized debt discount	$ (32,410)	$ (145,856)
Carrying value of notes	567,878	666,855
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Debt instrument gross	73,718	574,318
Notes payable [Member]
Debt Instrument [Line Items]
Debt instrument gross	$ 526,570	$ 238,393

COMMITMENTS AND CONTINGENCIES34

COMMITMENTS AND CONTINGENCIES (Schedule of Monthly Lease Payments) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating Leased Assets [Line Items]
Rent expense	$ 58,232	$ 56,278
June 15, 2018-December 14, 2018 [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	9,590
December 15, 2018 to June 14, 2019 [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	10,190
June 15, 2019 to November 15, 2019 [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	$ 10,690

COMMITMENTS AND CONTINGENCIES35

COMMITMENTS AND CONTINGENCIES (Schedule of Future Minimum Lease Payments) (Details)	Jun. 30, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 57,540
2,019	104,400
Total minimum lease payments	$ 161,940

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - July 2018 Frija Note [Member[ - Unsecured Debt [Member] - Subsequent Event [Member]	1 Months Ended
	Jul. 31, 2018USD ($)
Subsequent Event [Line Items]
Debt instrument face amount	$ 100,001
Interest rate	24.00%
Debt instrument maturity date	Jul. 23, 2019
Amount deduct in ACH payment per day	$ 500