VPR Brands (VPRB) 10-Q 14 Aug 20 2020 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 14, 2020
Cover [Abstract]
Entity Registrant Name	VPR Brands, LP.
Entity Central Index Key	0001376231
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		87,656,632
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Incorporation State Country Code	FL
Entity File Number	000-54435

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 153,001	$ 22,797
Accounts receivable, net	20,110	107,381
Inventory, net	501,555	723,884
Vendor deposits	97,494	38,578
Deposits	16,780	16,780
Total current assets	788,940	909,420
Right to use asset	325,674	362,743
Total assets	1,114,614	1,272,163
Current Liabilities:
Accounts payable and accrued expenses	388,074	211,727
Customer deposits	5,000	5,000
Right to use obligation, current portion	52,121	46,282
Notes payable	550,791	749,156
Note payable-related parties	581,626	577,008
Convertible notes payable	1,025,000	1,025,000
Total current liabilities and total liabilities	2,602,612	2,614,173
Note payable, less current portion	353,562
Right to Use Obligation, net of current portion	308,574	336,180
Total liabilitites	3,264,748	2,950,353
Partners' Deficit:
Class A preferred units - 1,000,000 units authorized; no units issued and outstanding
Common units - 100,000,000 units authorized; 87,656,632 units issued and outstanding	8,100,204	8,100,204
Accumulated deficit	(10,250,338)	(9,778,394)
Total partners' deficit	(2,150,134)	(1,678,190)
Total liabilities and partners' deficit	$ 1,114,614	$ 1,272,163

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - shares	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Partners' Equity, preferred stock, shares authorized	1,000,000	1,000,000
Partners' Equity, preferred stock, shares issued	0	0
Partners' Equity, preferred stock, shares outstanding	0	0
Partners' Equity, common units authorized	100,000,000	100,000,000
Partners' Equity, common units issued	87,656,632	87,656,632
Partners' Equity, common units outstanding	87,656,632	87,656,632

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Revenues	$ 1,205,370	$ 1,581,246	$ 1,804,003	$ 2,899,295
Cost of Sales	751,691	1,025,023	1,137,819	1,804,050
Gross profit	453,679	556,223	666,184	1,095,245
Operating Expenses:
Selling, general and administrative	372,652	594,732	849,476	1,159,337
Total operating expenses	372,652	594,732	849,476	1,159,337
Net Operating Income (Loss)	81,027	(38,509)	(183,292)	(64,092)
Other Expense:
Interest expense	(56,143)	(150,344)	(139,036)	(263,445)
Interest expense- related parties	(75,238)		(149,616)
Total other expense, net	(131,381)	(150,344)	(288,652)	(263,445)
Net Loss	$ (50,354)	$ (188,853)	$ (471,944)	$ (327,537)
Loss Per Common Unit - Basic and Diluted	$ 0	$ 0	$ (0.01)	$ 0
Weighted-Average Common Units Outstanding - Basic and Diluted	87,656,632	86,554,635	87,656,632	86,554,635

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT (Unaudited) - USD ($)	Preferred Units [Member]	Common Units [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018		$ 8,015,891	$ (8,599,384)	$ (583,493)
Balance, shares at Dec. 31, 2018		85,975,911
Conversion of convertible debt into common units		$ 34,723		34,723
Conversion of convertible debt into common units, shares		578,723
Net loss			(138,684)	(138,684)
Balance at Mar. 31, 2019		$ 8,050,614	(8,738,068)	(687,454)
Balance,shares at Mar. 31, 2019		86,554,634
Balance at Dec. 31, 2018		$ 8,015,891	(8,599,384)	(583,493)
Balance, shares at Dec. 31, 2018		85,975,911
Net loss				(327,537)
Balance at Jun. 30, 2019		$ 8,050,614	(8,926,921)	(876,307)
Balance,shares at Jun. 30, 2019		86,554,634
Balance at Mar. 31, 2019		$ 8,050,614	(8,738,068)	(687,454)
Balance, shares at Mar. 31, 2019		86,554,634
Net loss			(188,853)	(188,853)
Balance at Jun. 30, 2019		$ 8,050,614	(8,926,921)	(876,307)
Balance,shares at Jun. 30, 2019		86,554,634
Balance at Dec. 31, 2019		$ 8,100,204	(9,778,394)	(1,678,190)
Balance, shares at Dec. 31, 2019		87,656,632
Net loss			(421,590)	(421,590)
Balance at Mar. 31, 2020		$ 8,100,204	(10,199,984)	(2,099,780)
Balance,shares at Mar. 31, 2020		87,656,632
Balance at Dec. 31, 2019		$ 8,100,204	(9,778,394)	(1,678,190)
Balance, shares at Dec. 31, 2019		87,656,632
Net loss				(471,944)
Balance at Jun. 30, 2020		$ 8,100,204	(10,250,338)	(2,150,134)
Balance,shares at Jun. 30, 2020		87,656,632
Balance at Mar. 31, 2020		$ 8,100,204	(10,199,984)	(2,099,780)
Balance, shares at Mar. 31, 2020		87,656,632
Net loss			(50,354)	(50,354)
Balance at Jun. 30, 2020		$ 8,100,204	$ (10,250,338)	$ (2,150,134)
Balance,shares at Jun. 30, 2020		87,656,632

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash Flows from Operating Activities:
Net loss	$ (471,944)	$ (327,537)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization and depreciation		10,932
Stock-based compensation		34,723
Changes in operating assets and liabilities:
Inventory	222,329	(150,288)
Vendor deposits	(58,916)	(75,596)
Prepaid expenses		(22,000)
Accounts receivable	87,271	(82,208)
Customer deposits		3,549
Right to use asset and obligation	15,302	(8,286)
Accounts payable and accrued expenses	176,347	(152,487)
Net cash used in operating activities	(29,611)	(769,198)
Cash Flows from Financing Activities:
Proceeds from convertible notes payable		1,000,000
Proceeds from notes payable	353,562	200,000
Payments of notes payable	(198,365)	(489,125)
Proceeds from notes payable, related parties	430,001
Payments of notes payable, related parties	(425,383)
Net cash provided by financing activities	159,815	710,875
Change in Cash	130,204	(58,323)
Cash - Beginning of the Period	22,797	58,323
Cash - End of the Period	153,001
Supplemental Cash Flow Information:
Interest paid in cash	250,090	263,449
Income taxes paid in cash
Schedule of Non-Cash Financing and Investing Activities:
Operating lease right-of-use assets obtained in exchange for operating lease liability		$ 87,114

ORGANIZATION

ORGANIZATION	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	NOTE 1. ORGANIZATION VPR Brands, LP (the “Company”, “we”, “us”, 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. We are managed by Soleil Capital Management LLC, a Delaware limited liability company. We are a company engaged in the electronic cigarette and personal vaporizer industry. We own a portfolio of electronic cigarette and personal vaporizer patents which are the basis for our efforts to: · Design, market and distribute a line of e liquids under the “HELIUM” brand; · Design, market and distribute a line vaporizers for essential oils, concentrates, and dry herbs under the “HONEYSTICK” brand; · Design, market and distribute a line of cannabidiol (“CBD”) products under the “GOLD LINE” brand; · Design, market and distribute electronic cigarettes and popular vaporizers under the KRAVE brand; · Prosecute and enforce our patent rights; · License our intellectual property; and · Develop private label manufacturing programs.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for future periods or the full year. 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 months or less. Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. As of June 30, 2020 and December 31, 2019, the Company had recorded allowance for bad debt of $112,017. Inventory Inventory consisting of finished products is stated at the lower of cost or net realizable value. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. As of June 30, 2020 and December 31, 2019, the Company had recorded a provision for obsolescence of $71,736 and $70,679, respectively. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842). Topic 842 amended several aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842): Targeted Improvements.” The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. A modified retrospective application is required with an option to not restate comparative periods in the period of adoption. Effective January 1, 2019, the Company adopted the provisions of the new standard. The Company decided to use the practical expedients available upon adoption of Topic 842 to aid the transition from current accounting to provisions of Topic 842. The package of expedients will effectively allow the Company to run off existing leases, as initially classified as operating and classify new leases after implementation under the new standard as the business evolves. The Company has an operating lease principally for warehouse and office space. Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition to other appropriate facts and circumstances. The Company adopted Topic 842 using a modified retrospective approach for its existing lease at January 1, 2019. The adoption of Topic 842 impacted the Company’s balance sheet by the recognition of the operating lease right-of-use assets and the liability for operating leases. The lease liability is based on the present value of the remaining lease payments, discounted using a market based incremental borrowing rate as the effective date of January 1, 2019 using current estimates as to lease term including estimated renewals for each operating lease. As of January 1, 2019, the Company recorded an adjustment of approximately $387,000 to operating lease right-to-use asset and the right to use lease liability. Revenue Recognition 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. 100% of the Company’s revenues for the six months ended June 30, 2020 and 2019, were recognized when the customer obtained control of the Company’s product, which occurred at a point in time, typically upon delivery to the customer. Unit-Based Compensation Unit-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 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 units 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 units as compensation in future periods for services associated with the registration of the common units. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable accounting principles generally accepted in the United States of America (“GAAP”) require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the units issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Fair Value The carrying values of the Company’s notes payables, convertible notes, and accounts payable and accrued expenses approximates their fair values because of the short-term nature of these instruments. Basic and Diluted Net Loss Per Unit The Company computes net loss per unit in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes, using the if-converted method. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. 10,676,133 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the six months ended June 30, 2020 and 2019 because their effect was antidilutive. Income Taxes The Company is considered a partnership for income tax purposes. Accordingly, the partners report the Partnership's taxable income or loss on their individual tax returns. 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, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3: GOING CONCERN The accompanying unaudited condensed 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 incurred a net loss of $471,944 for the six months ended June 30, 2020 and has an accumulated deficit of $10,250,338 and a working capital deficit of $1,813,672 at June 30, 2020. 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 sufficient 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. In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 has affected segments of the global economy and may affect our operations, including the potential interruption of our supply chain. We are monitoring this situation closely, and although operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain. The spread of COVID-19, or another infectious disease, could also negatively affect the operations at our third-party manufacturers, which could result in delays or disruptions in the supply of our products. In addition, we may take temporary precautionary measures intended to help minimize the risk of the virus to our employees, including temporarily requiring all employees to work remotely, suspending all non-essential travel worldwide for our employees, and discouraging employee attendance at industry events and in-person work-related meetings, which could negatively affect our business. The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our manufacturing and supply chain, sales and marketing and could have an adverse impact on our business and our financial results. The COVID-19 outbreak is a widespread health crisis that has adversely affected the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact our operating results. The Company plans to pursue equity funding to expand its brand. Through debt and equity funding and current operations, 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 the equity funding it will be forced to continue relying on cash from operations in order to satisfy its current working capital needs.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 4: NOTES PAYABLE Notes Payable- Unrelated Parties On September 6, 2018, the Company issued the Amended and Restated Secured Promissory Note in the principal amount of $582,260 (the “A&R Note”). The principal amount of the A&R Note represents (i) $500,000 which Healthier Choices Management Corp. (“HCMC”) loaned to the Company on September 6, 2018, and (ii) $82,260, which represents the aggregate amount owed by the Company under the original notes as of September 6, 2018. The A&R Note, which has a maturity date of September 6, 2021, had the effect of amending and restating the original note and bears interest at the rate of 7% per annum. Pursuant to the terms of the A&R Note, the Company agreed to pay HCMC 155 weekly payments of $4,141, commencing on September 14, 2018 and ending on September 14, 2021, and a balloon payment for all remaining accrued interest and principal in the 156th week. The Company at its option has the right, by giving 15 business days’ advance notice to HCMC, to prepay a portion or all amounts outstanding under the A&R Note without penalty or premium. The balance of the A&R Note as of June 30, 2020 was $328,401. On July 22, 2019, the Company issued a promissory note in the principal amount of $250,000 (the “Lendistry Note”) to Lendistry, LLC. The principal amount due under the Lendistry Note bears interest at the rate of 24% per annum, and permits Lendistry, LLC to deduct weekly ACH payments from the Company’s bank account in the amount of $1,240 plus up to 11% of Credit Card Sales until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on July 25, 2025. The Lendistry Note is unsecured. The balance of the Lendistry Note as of June 30, 2020 was $96,684. On September 13, 2019, the Company issued a promissory note in the principal amount of $95,000 (“BlueVine Note”) to BlueVine Capital, Inc. The principal amount due under the BlueVine Note bears interest at the rate of 27% per annum, and required weekly payments of $4,062 until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest was due on July 13, 2025. The BlueVine Note is unsecured and was paid in full during the six months ended June 30, 2020. On September 17, 2019, the Company issued a promissory note in the principal amount of $100,000 (the “Kabbage Note”) to Kabbage, Inc. The principal amount due under the Kabbage Note bears interest at an annual rate of 37%, and requires monthly payments of principal and interest of $10,083 through maturity in September 2020. The Kabbage Note is unsecured. The balance of the Kabbage Note as of June 30, 2020 was $60,971. On September 24, 2019, the Company entered into a working capital account agreement with Paypal Working Capital (“Paypal Note”), pursuant to which the Company borrowed $37,000, requiring repayment in amounts equal to 30% of sales collections processed through Paypal, but no less than $4,143, every 90 days, until the total amount of payments equals $41,435. The balance of the loan as of June 30, 2020 is $41,435. On December 23, 2019, the Company issued a promissory note in the principal amount of $23,300 (the “Kabbage Note #2”) to Kabbage, Inc. The principal amount due under the Kabbage Note #2 bears interest at an annual rate of 37%, and requires monthly payments of principal and interest of $2,349 through maturity in December 2020. The Kabbage Note #2 is unsecured. The balance of the Kabbage Note #2 as of June 30, 2020 was $23,300. Payroll Protection Program Loan The Company’s long-term debt is comprised of promissory notes pursuant to the Paycheck Protection Program and Economic Injury Disaster Loan, under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020 and revised under the provisions of the Paycheck Protection Program Flexibility Act of 2020 on June 5, 2020 and administered by the United States Small Business Administration (“SBA”). In April 2020, the Company received a loan in the amount of $203,662 under the Paycheck Protection Program (“PPP Loan”). The PPP Loan accrues interest at a rate of 1% and has an original maturity date of two years which can be extended to five years by mutual agreement of the Company and SBA. The PPP Loan contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. Under the terms of the PPP Loan, a portion or all of the PPP Loan is forgivable to the extent the PPP Loan proceeds are used to fund qualifying payroll, rent and utilities during a designated twenty-four week period. Payments are deferred until the SBA determines the amount to be forgiven. The Company intends to utilize the proceeds of the PPP Loan in a manner which will enable qualification as a forgivable loan. However, no assurance can be provided that all or any portion of the PPP Loan will be forgiven. The balance on this PPP Loan was $203,662 as of June 30, 2020 and has been classified as a long-term liability in notes payable, less current portion on the accompanying balance sheets. Economic Injury Disaster Loan On June 24, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) in the amount of $149,900, payable in monthly installments of principal and interest totaling $731 over 30 years beginning in June 2021. The note accrues interest at an annual rate of 3.75%. The loan is secured by all of the Company’s tangible and intangible property. The balance on this EIDL was $149,900 as of June 30, 2020 and has been classified as a long-term liability in notes payable, less current portion on the accompanying balance sheets. The following is a summary of notes payable activity for the six months ended June 30, 2020: Balance at December 31, 2019 $ 749,156 Proceeds from notes payable 353,562 Repayments of notes payable (198,365 ) Balance at June 30, 2020 $ 904,353 Current portion $ 550,791 Notes payable, less current portion $ 353,562

NOTES PAYABLE - RELATED PARTIES

NOTES PAYABLE - RELATED PARTIES	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
NOTES PAYABLE - RELATED PARTIES	NOTE 5: NOTES PAYABLE – RELATED PARTIES On February 1, 2019, the Company issued a promissory note in the principal amount of $100,001 (the “February 2019 Frija Note”) to Kevin Frija. Mr. Frija is 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 February 2019 Frija Note bears interest at the rate of 24% per annum, 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 was due on February 1, 2020. The February 2019 Frija Note was paid in full during the six months ended June 30, 2020. On June 14, 2019, the Company issued a promissory note in the principal amount of $100,001 (the “June 2019 Frija/Hoff Note”) to Kevin Frija and Dan Hoff. Mr. Frija is 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. Mr. Hoff is the Company’s Chief Operating Officer. The principal amount due under the June 2019 Frija/Hoff Note bears interest at the rate of 24% per annum, permits Messrs. Frija and Hoff 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 was due on June 14, 2020. The June 2019 Frija/Hoff Note is unsecured. The June 2019 Frija/Hoff Note was paid in full during the six months ended June 30, 2020. On July 5, 2019, the Company issued a Note in the principal amount of $100,001 (“July 2019 Frija Note”) 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 2019 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 in July 2020. The July 2019 Frija Note is unsecured and had a balance as of June 30, 2020 of $7,557. On October 7, 2019, the Company issued a Note in the principal amount of $100,001 (“October 2019 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the October 2019 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 in October 2020. The October 2019 Frija Note is unsecured and had balance as of June 30, 2020 of $19,147. On November 8, 2019 and November 15, 2019, the Company issued two separate notes with an aggregate principal amount of $200,002 (together, the “November 2019 Frija Notes”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the November 2019 Frija Notes bears interest at the rate of 24% per annum, and the November 2019 Frija Notes permit 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 in November 2020. The November 2019 Frija Notes are unsecured and had an aggregate balance as of June 30, 2020 of $87,327. On December 9, 2019 and December 16, 2019, the Company issued two separate notes with an aggregate principal amount of $200,002 (together, the “December 2019 Frija Notes”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the December 2019 Frija Notes 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 in December 2020. The December 2019 Frija Notes are unsecured. The balance of the December 2019 Frija Notes as of June 30, 2020 was $110,514. On January 10, 2020, the Company issued a promissory note in the principal amount of $100,001 (“January 2020 Frija Note”) to Kevin Frija, who is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the Note bears interest at the rate of 24% per annum, and the January 2020 Frija Note 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 January 10, 2021. The January 2020 Frija Note is unsecured. The January 2020 Frija Note is unsecured. The balance of the January 2020 Frija Note as of June 30, 2020 was $68,359. On February 18, 2020, the Company issued a promissory note in the principal amount of $100,001 (“February 2020 Frija Note”) to Kevin Frija, who is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the February 2020 Frija Note bears interest at the rate of 24% per annum, and the February 2020 Frija Note 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 February 18, 2021. The February 2020 Frija Note is unsecured and the balance as of June 30, 2020 was $74,217. On March 17, 2020, the Company received $90,000 pursuant to a promissory note in the principal amount of $100,001 (“March 2020 Frija Note”) to Kevin Frija, who is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The remaining amount of principal of $10,001 was received in April 2020. The principal amount due under the March 2020 Frija Note bears interest at the rate of 24% per annum, and the March 2020 Frija Note 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 April 6, 2021. The March 2020 Frija Note is unsecured and had a balance as of June 30, 2020 was $84,506. On June 18, 2020 and June 22, 2020, the Company issued two separate promissory notes with an aggregate principal amount of $130,000 (together the “June 2020 Notes”) to Mr. Frija, who is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the June 2020 Notes bears interest at the rate of 24% per annum, and the June 2020 Notes permit 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 June 22, 2021.The June 2020 Notes are unsecured and had a balance as of June 30, 2020 of $130,000. The following is a summary of notes payable – related parties activity for the six months ended June 30, 2020: Balance at December 31, 2019 $ 577,008 New borrowings 430,001 Repayments of principal (425,383 ) Balance at June 30, 2020 $ 581,626

CONVERTIBE NOTES PAYABLE

CONVERTIBE NOTES PAYABLE	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
CONVERTIBE NOTES PAYABLE	NOTE 6: CONVERTIBE NOTES PAYABLE Acquisition Note In connection to the business acquisition there was a $500,000 loan from Vapor Corp. (“Vapor”) to the Company, a secured, 36-month promissory note from the Company to Vapor in the principal amount of $500,000 (the “Secured Promissory Note”; together with the Acquisition Note, are referred to herein as the “Notes”) bearing an interest rate of prime plus 2% (which rate resets annually on July 29th), which 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 this note holder sold the Acquisition Note to DiamondRock, LLC (“DiamondRock”). DiamondRock has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the Note into units of common stock 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 shares of common stock, 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 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 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 stock, or provides for a longer look-back period, then the conversion price and look-back period under the Note will be adjusted to be such lower conversion price and longer look-back period, as applicable. As of June 30, 2020, and December 31, 2019 the balance outstanding was $25,000. Brikor Note On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 to Brikor LLC. The principal amount due under the Brikor Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Brikor Note) is due and payable on the third anniversary of the issue date. The Brikor Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Brikor Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Brikor Note. The portion of the Brikor Note subject to redemption will be redeemed by the Company in cash. The Brikor Note is convertible into common units of the Company. Pursuant to the terms of the Brikor Note, Brikor has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount (as hereinafter defined) into common units in accordance with the provisions of the Brikor Note at the Conversion Rate (as hereinafter defined). The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Brikor Note) (such result, the “Conversion Rate”). “Conversion Amount” means the sum of (A) the portion of the principal balance of the Brikor Note to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)), if any. The balance of the note as of June 30, 2020 and December 31, 2019 was $200,000. Interest expense for six months ended June 30, 2020 totaled $18,000, of which $4,266 is included in accounts payable and accrued expenses as of June 30, 2020. Daiagi and Daiagi Note On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Daiagi and Daiagi Note”) to Mike Daiagi and Mathew Daiagi jointly (the “Daiagis”). The principal amount due under the Daiagi and Daiagi Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Daiagi and Daiagi Note) is due and payable on the third anniversary of the issue date. The Daiagi and Daiagi Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Daiagi and Daiagi Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Daiagi and Daiagi Note. The portion of the Daiagi and Daiagi Note subject to redemption will be redeemed by the Company in cash. The Daiagi and Daiagi Note is convertible into common units of the Company. Pursuant to the terms of the Daiagi and Daiagi Note, the Daiagis have the right, at their option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Daiagi and Daiagi Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Daiagi and Daiagi Note). The balance of the note as of June 30, 2020 and December 31, 2019 was $200,000. Interest expense for six months ended June 30, 2020 totaled approximately $18,000, of which $4,266 is included in accounts payable and accrued as of June 30, 2020. Amber Investments Note On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Amber Investments Note”) to Amber Investments LLC (“Amber Investments”). The principal amount due under the Amber Investments Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Amber Investments Note) is due and payable on the third anniversary of the issue date. The Amber Investments Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Amber Investments Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Amber Investments Note. The portion of the Amber Investments Note subject to redemption will be redeemed by the Company in cash. The Amber Investments Note is convertible into common units of the Company. Pursuant to the terms of the Amber Investments Note, Amber Investments has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Amber Investments Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Amber Investments Note). The balance of the note as of June 30, 2020 and December 31, 2019 was $200,000. Interest expense for six months ended June 30, 2020 totaled approximately $18,000, of which $4,266 is included in accounts payable and accrued as of June 30, 2020. K & S Pride Note On February 19, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “K & S Pride Note”) to K & S Pride Inc. (“K & S Pride”). The principal amount due under the K & S Pride Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the K & S Pride Note) is due and payable on the third anniversary of the issue date. The K & S Pride Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the K & S Pride Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the K & S Pride Note. The portion of the K & S Pride Note subject to redemption will be redeemed by the Company in cash. The K & S Pride Note is convertible into common units of the Company. Pursuant to the terms of the K & S Pride Note, K & S Pride has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the K & S Pride Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the K & S Pride Note). The balance of the note as of June 30, 2020 and December 31, 2019 was $200,000. Interest expense for six months ended June 30, 2020 totaled approximately $18,000, of which $4,700 is included in accounts payable and accrued as of June 30, 2020. Surplus Depot Note On February 20, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Surplus Depot Note”) to Surplus Depot Inc. (“Surplus Depot”). The principal amount due under the K & S Pride Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Surplus Depot Note) is due and payable on the third anniversary of the issue date. The Surplus Depot Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Surplus Depot Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Surplus Depot Note. The portion of the Surplus Depot Note subject to redemption will be redeemed by the Company in cash. The Surplus Depot Note is convertible into common units of the Company. Pursuant to the terms of the Surplus Depot Note, Surplus Depot has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Surplus Depot Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Surplus Depot Note). The balance of the note as of June 30, 2020 and December 31, 2019 was $200,000. Interest expense for six months ended June 30, 2020 totaled approximately $18,000, of which $4,700 is included in accounts payable and accrued as of June 30, 2020.

PARTNERS' DEFICIT

PARTNERS' DEFICIT	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
PARTNERS' DEFICIT	NOTE 7: PARTNERS’ DEFICIT Amendment to Partnership Agreement On January 23, 2020, Soleil Capital Management L.L.C. (the “General Partner”), as the general partner of the Company, for and on behalf of all current and prospective limited partners of the Company, adopted the Second Amendment (the “Second Amendment”) to Limited Partnership Agreement (the “Agreement”) in order to create a new class of Company securities titled Class A preferred units. Pursuant to Section 5.6 of the Agreement, Soleil Capital Management L.L.C., the Company’s General Partner may, without the approval of the Company’s limited partners, issue additional Company securities for any Company purpose at any time and from time to time for such consideration and on such terms and conditions as the General Partner shall determine in its sole discretion, all without the approval of any limited partners, and that each additional Company interest authorized to be issued by the Company may be issued in one or more classes, or one of more series of any such classes, with such designations, preferences, rights, powers and duties as shall be fixed by the General Partner in its sole discretion. Pursuant to Section 13.1 of the Agreement, the General Partner may, without the approval of any partner, any unitholder or any other person, amend any provision of the Agreement to reflect any amendment expressly permitted in the Agreement to be made by the General Partner acting along, therefore including the creation of a new class of Company securities. The designation, powers, preferences and rights of the Class A preferred units and the qualifications, limitations and restrictions thereof are contained in the Second Amendment, and are summarized as follows: Number and Stated Value. Rights. Dividends. Rate Liquidation pari passu pari passu Conversion Rights. Conversion Conversion Price Conversion Limitation Equity Purchase Agreement On February 19, 2020 (the “Execution Date”), the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with DiamondRock, LLC (the “Investor”) pursuant to which, upon the terms and subject to the conditions thereof, the Investor committed to purchase shares of the Company’s common units (the “Put Shares”) at an aggregate purchase price of up to $5,000,000 (the “Maximum Commitment Amount”) over the course of the commitment period. Pursuant to the terms of the Equity Purchase Agreement, the commitment period will commence upon the initial effective date of a Form S-1 Registration Statement planned to be filed to register the Put Shares in accordance with the Registration Rights Agreement as further described below and will end on the earlier of (i) the date on which the Investor has purchased Put Shares from the Company pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) the date on which there is no longer an effective registration statement for the Put Shares, (iii) 24 months after the initial effectiveness of the Registration Statement planned to be filed to register the Put Shares in accordance with the Registration Rights Agreement as further described below, or (iv) written notice of termination by the Company to the Investor (which will not occur at any time that the Investor holds any of the Put Shares). From time to time over the term of the Equity Purchase Agreement, commencing on the date on which a registration statement registering the Put Shares (the “Registration Statement”) becomes effective, the Company may, in its sole discretion, provide the Investor with a put notice (each a “Put Notice”) to purchase a specified number of the Put Shares (each a “Put Amount Requested”) subject to the limitations discussed below and contained in the Equity Purchase Agreement. Within two (2) trading days of the date that the Put Notice is deemed delivered (“Put Date”) pursuant to terms of the Equity Purchase Agreement, the Company shall deliver, or cause to be delivered, to the Investor, the estimated amount of Put Shares equal to the investment amount (“Investment Amount”) indicated in the Put Notice divided by the “Initial Pricing” per share, as such term is defined in the Equity Purchase Agreement (the “Estimated Put Shares”) as DWAC Shares. Within two (2) trading days following the Put Date, the Investor shall pay the Investment Amount to the Company by wire transfer of immediately available funds. At the end of the five (5) trading days following the clearing date associated with the applicable Put Notice (“Valuation Period”), the purchase price (the “Purchase Price”) shall be computed as 85% of the average daily volume weighted average price of the Company’s common units during the Valuation Period and the number of Put Shares shall be determined for a particular put as the Investment Amount divided by the Purchase Price. The Put Amount Requested pursuant to any single Put Notice must have an aggregate value of at least $25,000, and cannot exceed the lesser of (i) $250,000, or (ii) 150% of the average daily trading value of the common units in the five trading days immediately preceding the Put Notice. In order to deliver a Put Notice, certain conditions set forth in the Equity Purchase Agreement must be met, as provided therein. In addition, the Company is prohibited from delivering a Put Notice if: (i) the sale of Put Shares pursuant to such Put Notice would cause the Company to issue and sell to the Investor, or the Investor to acquire or purchase, a number of shares of the Company’s common units that, when aggregated with all shares of common units purchased by the Investor pursuant to all prior Put Notices issued under the Equity Purchase Agreement, would exceed the Maximum Commitment Amount; or (ii) the issuance of the Put Shares would cause the Company to issue and sell to Investor, or the Investor to acquire or purchase, an aggregate number of shares of common units that would result in the Investor beneficially owning more than 4.99% of the issued and outstanding shares of the Company’s common units (the “Beneficial Ownership Limitation”). If the value of the Put Shares based on the Purchase Price determined for a particular put would cause the Company to exceed the Maximum Commitment Amount, then within two (2) trading days following the end of the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with such put. If the number of the Put Shares (Investment Amount divided by Purchase Price) determined for a particular put exceeds the Beneficial Ownership Limitation, then within two (2) trading days following the end of the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with such put. Concurrently, the Company shall return within two (2) trading days following the end of the respective Valuation Period to the Investor, by wire transfer of immediately available funds, the portion of the Investment Amount related to the portion of Put Shares exceeding the Beneficial Ownership Limitation. Further pursuant to the Equity Purchase Agreement, the Company agreed that if the Securities and Exchange Commission (the “SEC”) declares the Registration Statement for the Put Shares effective, then during the 12 month period immediately following the date the SEC declares the Registration Statement for the Put Shares effective, upon any issuance by the Company or any of its subsidiaries of common units or common units equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Investor shall have the right to participate in up to an amount of the Subsequent Financing (that is not an “Exempt Issuance” as such term is defined in the Equity Purchase Agreement), equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in such Subsequent Financing; provided, however, where (i) the person or persons through or with whom such Subsequent Financing is proposed to be effected will not agree to such participation by the Investor and (ii) the Investor will not agree to finance the total amount of such Subsequent Financing in lieu of the person or persons through or with whom such Subsequent Financing is proposed to be effected, the Investor shall have no right to participate in such Subsequent Financing. Further pursuant to the Equity Purchase Agreement, the Company agreed to reserve a sufficient number of shares of its common units for the Investor pursuant to the Equity Purchase Agreement and all other contracts between the Company and the Investor. The Equity Purchase Agreement contains customary representations, warranties, covenants and conditions for a transaction of this type for the benefit of the parties. Registration Rights Agreement On the Execution Date, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company is obligated to file the Registration Statement to register the resale of the Put Shares. Pursuant to the Registration Rights Agreement, the Company must (i) file the Registration Statement within 45 calendar days from the Execution Date, (ii) use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), within 90 calendar days after the filing thereof, and (iii) use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all of the Put Shares have been sold thereunder or pursuant to Rule 144. Pursuant to the Registration Rights Agreement, the Company agreed to pay all reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to the Registration Rights Agreement, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8: COMMITMENTS AND CONTINGENCIES Lease Agreement In October 2019, the Company entered into a 5-year lease of approximately 9,819 square feet of warehouse store and office space with an entity of which the Company’s chief executive officer is an owner. The lease requires base monthly rent of $11,100. The Company has annual options to extend for one-year, during which period rent will increase 3% annually. Future minimum payment on the lease are as follows: Years Ending December 31, 2020 (Remainder) $ 66,600 2021 133,200 2022 133,200 2023 133,200 2024 122,100 Total $588,300 At inception of the lease, the Company recorded a right to use asset and obligation of $378,426, equal to the present value of remaining payments of minimum required lease payments. The Company amortized $37,069 of the right to use asset during the six months ended June 30, 2020. Rent expense for the six months ended June 30, 2020 and 2019 was $$86,768 and $47,516, 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. There are 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.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for future periods or the full year.
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 months or less.
Accounts Receivable	Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. As of June 30, 2020 and December 31, 2019, the Company had recorded allowance for bad debt of $112,017.
Inventory	Inventory Inventory consisting of finished products is stated at the lower of cost or net realizable value. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. As of June 30, 2020 and December 31, 2019, the Company had recorded a provision for obsolescence of $71,736 and $70,679, respectively.
Leases	Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842). Topic 842 amended several aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842): Targeted Improvements.” The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. A modified retrospective application is required with an option to not restate comparative periods in the period of adoption. Effective January 1, 2019, the Company adopted the provisions of the new standard. The Company decided to use the practical expedients available upon adoption of Topic 842 to aid the transition from current accounting to provisions of Topic 842. The package of expedients will effectively allow the Company to run off existing leases, as initially classified as operating and classify new leases after implementation under the new standard as the business evolves. The Company has an operating lease principally for warehouse and office space. Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition to other appropriate facts and circumstances. The Company adopted Topic 842 using a modified retrospective approach for its existing lease at January 1, 2019. The adoption of Topic 842 impacted the Company’s balance sheet by the recognition of the operating lease right-of-use assets and the liability for operating leases. The lease liability is based on the present value of the remaining lease payments, discounted using a market based incremental borrowing rate as the effective date of January 1, 2019 using current estimates as to lease term including estimated renewals for each operating lease. As of January 1, 2019, the Company recorded an adjustment of approximately $387,000 to operating lease right-to-use asset and the right to use lease liability.
Revenue Recognition	Revenue Recognition 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. 100% of the Company’s revenues for the six months ended June 30, 2020 and 2019, were recognized when the customer obtained control of the Company’s product, which occurred at a point in time, typically upon delivery to the customer.
Unit-Based Compensation	Unit-Based Compensation Unit-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 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 units 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 units as compensation in future periods for services associated with the registration of the common units.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable accounting principles generally accepted in the United States of America (“GAAP”) require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the units issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.
Fair Value	Fair Value The carrying values of the Company’s notes payables, convertible notes, and accounts payable and accrued expenses approximates their fair values because of the short-term nature of these instruments.
Basic and Diluted Net Loss Per Unit	Basic and Diluted Net Loss Per Unit The Company computes net loss per unit in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes, using the if-converted method. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. 10,676,133 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the six months ended June 30, 2020 and 2019 because their effect was antidilutive.
Income Taxes	Income Taxes The Company is considered a partnership for income tax purposes. Accordingly, the partners report the Partnership's taxable income or loss on their individual tax returns.
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.

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
Schedule of Notes Payable Activity	The following is a summary of notes payable activity for the six months ended June 30, 2020: Balance at December 31, 2019 $ 749,156 Proceeds from notes payable 353,562 Repayments of notes payable (198,365 ) Balance at June 30, 2020 $ 904,353 Current portion $ 550,791 Notes payable, less current portion $ 353,562

NOTES PAYABLE - RELATED PARTI_2

NOTES PAYABLE - RELATED PARTIES (Tables)	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
Schedule of Notes Payable - Related Parties Activity	The following is a summary of notes payable – related parties activity for the six months ended June 30, 2020: Balance at December 31, 2019 $ 577,008 New borrowings 430,001 Repayments of principal (425,383 ) Balance at June 30, 2020 $ 581,626

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Summary of Lease Payments	The Company has annual options to extend for one-year, during which period rent will increase 3% annually. Future minimum payment on the lease are as follows: Years Ending December 31, 2020 (Remainder) $ 66,600 2021 133,200 2022 133,200 2023 133,200 2024 122,100 Total $588,300

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Jan. 02, 2019
Allowance for bad debt	$ 112,017		$ 112,017
Provision for obsolescence	71,736		70,679
Operating lease right-to-use asset	325,674		362,743
Operating lease liability	$ 52,121		$ 46,282
Anti-dilutive potential common shares	10,676,133	10,676,133
Adoption Topic 842 [Member]
Operating lease right-to-use asset				$ 387,000
Operating lease liability				$ 387,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 50,354	$ 421,590	$ 188,853	$ 138,684	$ 471,944	$ 327,537
Accumulated deficit	10,250,338				10,250,338		$ 9,778,394
Working capital deficit	$ 1,813,672				$ 1,813,672

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Sep. 24, 2019	Sep. 17, 2019	Sep. 13, 2019	Jul. 22, 2019	Sep. 06, 2018	Jun. 24, 2020	Apr. 30, 2020	Dec. 23, 2019	Jun. 30, 2020	Dec. 31, 2019
Notes payable									$ 550,791	$ 749,156
Note payable, less current portion									353,562
A&R Note [Member]
Debt principal amount					$ 582,260
Debt bears interest rate					7.00%
Debt due date					Sep. 6, 2021
Notes payable					$ 82,260				328,401
Debt description					The terms of the A&R Note, the Company agreed to pay HCMC 155 weekly payments of $4,141, commencing on September 14, 2018 and ending on September 14, 2021, and a balloon payment for all remaining accrued interest and principal in the 156th week. The Company at its option has the right, by giving 15 business days' advance notice to HCMC, to prepay a portion or all amounts outstanding under the A&R Note without penalty or premium.
A&R Note [Member] | Healthier Choices Management Corp [Member]
Loan amount					$ 500,000
Lendistry Note [Member] | Lendistry, LLC [Member]
Debt principal amount				$ 250,000
Debt bears interest rate				24.00%
Repayments of principal amount with accrued interest				$ 1,240
Debt due date				Jul. 25, 2025
Notes payable									96,684
Cedit card sales percentage				11.00%
BlueVine Note [Member] | BlueVine Capital, Inc [Member]
Debt principal amount			$ 95,000
Debt bears interest rate			27.00%
Repayments of principal amount with accrued interest			$ 4,062
Debt due date			Jun. 13, 2025
Kabbage Note [Member] | Kabbage, Inc [Member]
Debt principal amount		$ 100,000
Debt bears interest rate		37.00%
Repayments of principal amount with accrued interest		$ 10,083
Debt due date		Sep. 30, 2020
Notes payable									60,971
Paypal Note [Member]
Notes payable									41,435
Agreement transaction description	The Company entered into a working capital account agreement with Paypal Working Capital (“Paypal Note”), pursuant to which the Company borrowed $37,000, requiring repayment in amounts equal to 30% of sales collections processed through Paypal, but no less than $4,143, every 90 days, until the total amount of payments equals $41,435.
Kabbage Note #2 [Member] | Kabbage, Inc [Member]
Debt principal amount								$ 23,300
Debt bears interest rate								37.00%
Repayments of principal amount with accrued interest								$ 2,349
Debt due date								Dec. 31, 2020
Loan amount									23,300
PPP loan [Member]
Debt bears interest rate							1.00%
Loan amount							$ 203,662
Extended debt maturity period							5 years
Note payable, less current portion									203,662
Economic Injury Disaster Loan [Member]
Loan amount						$ 149,900
Note payable, less current portion									$ 149,900
Accrues interest						3.75%
Installment amount of loan						$ 731

NOTES PAYABLE (Schedule of Note

NOTES PAYABLE (Schedule of Notes Payable Activity) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Debt Disclosure [Abstract]
Balance at December 31, 2019	$ 749,156
Proceeds from notes payable	353,562	$ 200,000
Repayments of notes payable	(198,365)	$ (489,125)
Balance at June 30, 2020	904,353
Current portion	550,791
Note payable, less current portion	$ 353,562

NOTES PAYABLE - RELATED PARTI_3

NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($)

Jan. 10, 2020

Dec. 09, 2019

Nov. 15, 2019

Nov. 08, 2019

Oct. 07, 2019

Jul. 05, 2019

Jun. 14, 2019

Feb. 01, 2019

Jun. 22, 2020

Jun. 18, 2020

Mar. 17, 2020

Feb. 18, 2020

Dec. 16, 2019

Jun. 30, 2020

Dec. 31, 2019

Notes payable

$ 581,626

$ 577,008

February 2019 Frija Note [Member] | Kevin Frija [Member]

Debt principal amount

$ 100,001

Debt due date

Feb. 1, 2020

Debt bears interest rate

24.00%

Repayments of principal amount with accrued interest

$ 500

June 2019 Frija/Hoff Note [Member] | Kevin Frija and Dan Hoff [Member]

Debt principal amount

$ 100,001

Debt due date

Jun. 14, 2020

Debt bears interest rate

24.00%

Repayments of principal amount with accrued interest

$ 500

July 2019 Frija Note [Member] | Kevin Frija [Member]

Debt principal amount

$ 100,001

Debt due date

Jul. 31, 2020

Debt bears interest rate

24.00%

Repayments of principal amount with accrued interest

$ 500

Notes payable

7,557

October 2019 Frija Note [Member] | Kevin Frija [Member]

Debt principal amount

$ 100,001

Debt due date

Oct. 31, 2020

Debt bears interest rate

24.00%

Repayments of principal amount with accrued interest

$ 500

Notes payable

19,147

November 2019 Frija Notes [Member] | Kevin Frija [Member]

Debt principal amount

$ 200,002

$ 200,002

Debt due date

Nov. 30, 2020

Nov. 30, 2020

Debt bears interest rate

24.00%

24.00%

Repayments of principal amount with accrued interest

$ 500

$ 500

Notes payable

87,327

December 2019 Frija Notes [Member] | Kevin Frija [Member]

Debt principal amount

$ 200,002

$ 200,002

Debt due date

Dec. 31, 2020

Dec. 31, 2020

Debt bears interest rate

24.00%

24.00%

Repayments of principal amount with accrued interest

$ 500

$ 500

Notes payable

110,514

January 2020 Frija Notes [Member] | Kevin Frija [Member]

Debt principal amount

$ 100,001

Debt due date

Jan. 10, 2021

Debt bears interest rate

24.00%

Repayments of principal amount with accrued interest

$ 500

Notes payable

68,359

February 2020 Frija Note [Member] | Kevin Frija [Member]

Debt principal amount

$ 100,001

Debt due date

Feb. 18, 2021

Debt bears interest rate

24.00%

Repayments of principal amount with accrued interest

$ 500

Notes payable

74,217

March 2020 Frija Note [Member] | Kevin Frija [Member]

Debt principal amount

$ 100,001

Debt due date

Apr. 6, 2021

Debt bears interest rate

24.00%

Repayments of principal amount with accrued interest

$ 500

Notes payable

84,506

Proceeds from received

90,000

Remaining debt principal amount

$ 100,001

June 2020 Notes [Member] | Kevin Frija [Member]

Debt principal amount

$ 130,000

$ 130,000

Debt due date

Jun. 22, 2021

Jun. 22, 2021

Debt bears interest rate

24.00%

24.00%

Repayments of principal amount with accrued interest

$ 500

$ 500

Notes payable

$ 130,000

NOTES PAYABLE - RELATED PARTI_4

NOTES PAYABLE - RELATED PARTIES (Schedule of Notes Payable - Related Parties Activity) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Related Party Transactions [Abstract]
Balance at December 31, 2019	$ 577,008
New borrowings	430,001
Repayments of principal	(425,383)
Balance at June 30, 2020	$ 581,626

CONVERTIBE NOTES PAYABLE (Detai

CONVERTIBE NOTES PAYABLE (Details Narrative) - USD ($)	Feb. 20, 2019	Feb. 19, 2019	Feb. 15, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Convertible balance outstanding				$ 1,025,000		$ 1,025,000		$ 1,025,000
Interest expense				56,143	$ 150,344	139,036	$ 263,445
Acquisition Note [Member]
Acquisition of loan amount						500,000
Debt principal amount				$ 500,000		$ 500,000
Debt interest rate				2.00%		2.00%
Debt payment per month						$ 14,000
Debt conversion description						DiamondRock has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the Note into units of common stock 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 shares of common stock, 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 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 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 stock, or provides for a longer look-back period, then the conversion price and look-back period under the Note will be adjusted to be such lower conversion price and longer look-back period, as applicable.
Convertible balance outstanding				$ 25,000		$ 25,000		25,000
Brikor Note [Member]
Debt principal amount			$ 200,000
Debt interest rate			18.00%
Debt conversion description			The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Brikor Note) (such result, the "Conversion Rate"). "Conversion Amount" means the sum of (A) the portion of the principal balance of the Brikor Note to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)), if any.
Convertible balance outstanding				200,000		200,000		200,000
Interest expense						18,000
Accrued interest				4,266		4,266
Daiagi and Daiagi Note [Member]
Debt principal amount			$ 200,000
Debt interest rate			18.00%
Debt conversion description			The Daiagi and Daiagi Note is convertible into common units of the Company. Pursuant to the terms of the Daiagi and Daiagi Note, the Daiagis have the right, at their option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Daiagi and Daiagi Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Daiagi and Daiagi Note).
Convertible balance outstanding				200,000		200,000		200,000
Interest expense						18,000
Accrued interest				4,266		4,266
Amber Investments Note [Member]
Debt principal amount			$ 200,000
Debt interest rate			18.00%
Debt conversion description			The Amber Investments Note is convertible into common units of the Company. Pursuant to the terms of the Amber Investments Note, Amber Investments has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Amber Investments Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Amber Investments Note).
Convertible balance outstanding				200,000		200,000		200,000
Interest expense						18,000
Accrued interest				4,266		4,266
K & S Pride Note [Member]
Debt principal amount		$ 200,000
Debt interest rate		18.00%
Debt conversion description		The K & S Pride Note is convertible into common units of the Company. Pursuant to the terms of the K & S Pride Note, K & S Pride has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the K & S Pride Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the K & S Pride Note).
Convertible balance outstanding				200,000		200,000		200,000
Interest expense						18,000
Accrued interest				4,700		4,700
Surplus Depot Note [Member]
Debt principal amount	$ 200,000
Debt interest rate	18.00%
Debt conversion description	The Surplus Depot Note is convertible into common units of the Company. Pursuant to the terms of the Surplus Depot Note, Surplus Depot has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Surplus Depot Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Surplus Depot Note).
Convertible balance outstanding				200,000		200,000		$ 200,000
Interest expense						18,000
Accrued interest				$ 4,700		$ 4,700

PARTNERS' DEFICIT (Details Narr

PARTNERS' DEFICIT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Feb. 19, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000		1,000,000
Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Put notice aggregarte value		$ 25,000
Aggregate purchase price		5,000,000
Maximum [Member] | Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Put notice aggregarte value		$ 250,000
Percentage of average daily trading value		150.00%
Class A preferred [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000
Value per share	$ 2
Annual dividend at a rate	8.00%
Monthly basis rate	0.6666%
Conversion Price	85.00%
Discount rate	15.00%

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative)	1 Months Ended	6 Months Ended
	Oct. 31, 2019USD ($)ft²	Jun. 30, 2020USD ($)	Jun. 30, 2019USD ($)
Operating Leased Assets [Line Items]
Right to use asset		$ 378,426
Amortized right to use asset		37,069
Rent expense		$ 86,768	$ 47,516
Warehouse Store and Office Space [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	$ 11,100
Lease term	5 years
Warehouse store and office space | ft²	9,819
Percentage of rent increase annually	3.00%

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Schedule of Lease Payments) (Details)	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020 (Remainder)	$ 66,600
2021	133,200
2022	133,200
2023	133,200
2024	122,100
Total	$ 588,300