VPR Brands (VPRB) 10-K 15 Apr 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 14, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	VPR BRANDS, LP
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		88,804,035
Entity Public Float			$ 2,391,950
Amendment Flag	false
Entity Central Index Key	0001376231
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-54435
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1740641
Entity Address, Address Line One	3001 Griffin Road
Entity Address, City or Town	Ft. Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33312
City Area Code	(954)
Local Phone Number	715-7001
Entity Interactive Data Current	Yes
Auditor Firm ID	273
Auditor Name	Prager Metis CPAs, LLC
Auditor Location	Hackensack, New Jersey

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 2,590
Accounts receivable, net	330,021	19,157
Inventory, net	620,992	457,736
Vendor deposits	70,329	123,384
Deposits	16,780	16,780
Total current assets	1,040,711	617,057
Right to Use Asset	214,061	291,288
Total assets	1,254,772	908,345
Current Liabilities:
Accounts payable and accrued expenses	506,869	312,695
Accounts payable - related party	107,410	86,514
Customer deposits		16,950
Right to use obligation, current portion	133,454	58,696
Notes payable	457,353	401,493
Note payable-related parties	670,493	607,919
Convertible notes payable	1,000,000	1,025,000
Total current liabilities	2,875,578	2,509,267
Notes Payable, less current portion	349,957	363,562
Right to Use Obligation, net of current portion	144,031	277,485
Total liabilities	3,369,566	3,150,314
Partners’ Deficit:
Common units - 100,000,000 units authorized; 88,804,035 and 85,975,911 units issued and outstanding, respectively,	8,065,481	8,015,891
Common units to be issued; 578,723 and 3,406,847 units, respectively	34,723	84,313
Accumulated deficit	(10,214,999)	(10,342,173)
Total partners’ deficit	(2,114,795)	(2,241,969)
Total liabilities and partners’ deficit	$ 1,254,772	$ 908,345

BALANCE SHEETS (Parentheticals)

BALANCE SHEETS (Parentheticals) - shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common units authorized	100,000,000	100,000,000
Common units issued	88,804,035	85,975,911
Common units outstanding	88,804,035	85,975,911
Common units to be issued	578,723	3,406,847

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenues	$ 6,222,632	$ 3,966,777
Cost of Sales	4,087,414	2,272,925
Gross profit	2,135,218	1,693,852
Operating Expenses:
Selling, general and administrative	1,933,341	1,710,634
Total operating expenses	1,933,341	1,710,634
Net Operating Income (Loss)	201,876	(16,782)
Other Income(Expense):
Gain on Extinguishment /Forgiveness of Debt	203,662
Settlement Income	275,000
Settlement on loans	(5,000)
Expenses related to the settlement	(31,625)
Legal Fees related to the settlement	(96,250)
Interest expense	(271,277)	(266,680)
Interest expense- related parties	(149,212)	(280,317)
Total other income (expense), net	(74,702)	(546,997)
Net Income (Loss)	$ 127,174	$ (563,779)
Net Income (Loss) Per Common Unit - Basic (in Dollars per share)	$ 0	$ (0.01)
Net Income (Loss) Per Common Unit - Diluted (in Dollars per share)	$ 0	$ (0.01)
Weighted-Average Common Units Outstanding - Basic (in Shares)	86,211,588	85,975,911
Weighted-Average Common Units Outstanding - Diluted (in Shares)	96,719,234	85,975,911

STATEMENT OF CHANGES IN PARTNER

STATEMENT OF CHANGES IN PARTNERS' EQUITY - USD ($)	Common Units	Common Units to be Issued	Accumulated Deficit	Total
Balance at Dec. 31, 2019	$ 8,015,891	$ 84,313	$ (9,778,394)	$ (1,678,190)
Balance (in Shares) at Dec. 31, 2019	85,975,911	3,406,847
Net income (loss)			(563,779)	(563,779)
Balance at Dec. 31, 2020	$ 8,015,891	$ 84,313	(10,342,173)	(2,241,969)
Balance (in Shares) at Dec. 31, 2020	85,975,911	3,406,847
Issuance of units to be issued	$ 49,590	$ (49,590)
Issuance of units to be issued (in Shares)	2,828,124	(2,828,124)
Net income (loss)			127,174	127,174
Balance at Dec. 31, 2021	$ 8,065,481	$ 34,723	$ (10,214,999)	$ (2,114,795)
Balance (in Shares) at Dec. 31, 2021	88,804,035	578,723

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 127,174	$ (563,779)
Forgiveness of debt	(203,662)
Changes in operating assets and liabilities:
Inventory	(163,256)	266,148
Vendor deposits	53,056	(84,806)
Accounts receivable	(310,864)	88,224
Customer deposits	(16,950)	11,950
Right to use asset and obligation	18,531	25,174
Accounts payable and accrued expenses	215,071	187,482
Net cash used in operating activities	(280,900)	(69,607)
Cash Flows from Financing Activities:
Proceeds from payroll protection program	190,057
Proceeds from notes payable	250,000	363,562
Payments of notes payable	(194,140)	(347,663)
Payments of convertible notes payable	(25,000)
Proceeds from notes payable, related parties	765,007	895,004
Payments of notes payable, related parties	(702,434)	(864,093)
Net cash provided by financing activities	283,490	46,810
Change in Cash	2,590	(22,797)
Cash - Beginning of the Year		22,797
Cash - End of the Year	2,590
Supplemental Cash Flow Information:
Interest paid in cash	302,175	561,195
Income taxes paid in cash

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION	NOTE 1. ORGANIZATION VPR Brands, LP (the “Company”, “we”, “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. The Company is engaged in various monetization strategies of a U.S. patent that the Company owns covering electronic cigarette, electronic cigar and personal vaporizer patents, as well as a patent for an inverted pocket lighter. The Company also designs, develops, markets and distributes products (the HoneyStick brand of vaporizers and the Goldline CBD products) oriented toward the cannabis markets. This allows us to capitalize on the rapidly growing expansion within the cannabis markets. The Company is also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents. The Company is now also selling DISSIM brand pocket lighters for which it holds a U.S. patent and patents pending.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 analyses 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 December 31, 2021 and 2020, the Company had an allowance for bad debt of $0 and $112,017, respectively. 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. During the year ended December 31, 2021, the Company wrote off $141,440 of obsolete inventory. As of December 31, 2021 and 2020, the Company had recorded a provision for obsolescence of $0 and $73,350, respectively. Leases In February 2016, the Financial Accounting Standards Board (the “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. The Company, effective January 1, 2019, has 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 In May 2014, the FASB issued 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. 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. For the years ended December 31, 2021 and 2020, all of the Company’s revenues were recognized at a point in time. 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 years ended December 31, 2021 and 2020, 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. 13,155,111 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the years ended December 31, 2020 because their effect was antidilutive. The following summarizes the calculation of diluted income per share for the year ended December 31, 2021: Weighted Net Income Basic 86,211,588 $ 127,174 Convertible Debt 10,507,646 181,500 Diluted 96,719,234 $ 308,674 Net Income Per Common Unit - Diluted $ 0.00 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. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2021
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 an accumulated deficit of $10,214,999 and a working capital deficit of $1,834,867 at December 31, 2021. 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 equity funding and the 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	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 4: NOTES PAYABLE 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 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 note as of December 31, 2021 and 2020 was $247,924 and $304,391, respectively. 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 December 31, 2020 was $25,393, which was repaid during the year ended December 31, 2021. 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 requires weekly payments of $4,062 until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on July 13, 2025. The BlueVine Note is unsecured. The balance of the note as of December 31, 2019 was $42,605, which was fully paid during the year ended December 31,2020. 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 note as of December 31, 2021 and 2020 was $20,324 and $49,551, respectively. On September 24, 2019, the Company entered not 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 $41,430. The balance of the loan as of December 31, 2021 and 2020 was $21,797. 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 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 note as of December 31, 2019 was $23,300, which was repaid during the year ended December 31, 2020. 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 (see below), under Coronavirus Aid, Relief and Economic Security Act (“CARES ACT”) enacted on March 27, 2020 and revised under the provisions of the PayCheck Protection 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 Payroll Protection Program (“PPP Loan”). The loan accrues interest at a rate of 1% and has an original maturity date of two years which can be extended to five years 2 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 loan, a portion or all of the loan is forgivable to the extent the 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 December 31, 2020 and has been classified as a long-term liability in notes payable, less current portion on the accompanying balance sheets. During the year ended December 31, 2021, the PPP loan was forgiven. Economic Injury Disaster Loan On July 9, 2020 and June 24, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) in the aggregate amount of $159,900, payable in monthly instalments 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 tangible and intangible property. The balance on this EIDL was $159,900 as of December 31, 2021 and 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 years ended December 31, 2021 and 2020: Balance at December 31, 2019 $ 749,156 New issuances 363,562 Repayments of principal (347,663 ) Balance at December 31, 2020 765,055 New issuances 440,057 PPP loan forgiveness (203,662 ) Repayments of principal (194,140 ) Balance at December 31, 2021 $ 807,310

NOTES PAYABLE _ RELATED PARTIES

NOTES PAYABLE – RELATED PARTIES	12 Months Ended
	Dec. 31, 2021
Notes Payable Related Parties [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 unitholder 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 is due on February 1, 2020. The February 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $12,798, which was fully paid during the year ended December 31, 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 unitholder 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 is due on June 14, 2020. The June 2019 Frija/Hoff Note is unsecured. The balance of the note as of December 31, 2019 was $51,265, which was fully paid during the year ended December 31, 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 unitholder 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. The balance of the note as of December 31, 2020 was $7,356, which was repaid during the year ended December 31, 2021. On October 7, 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 unitholder 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. The balance of the note as of December 31, 2020 was $2,476, which was repaid during the year ended December 31, 2021. On November 8, 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 unitholder 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. The balance of the note as of December 31, 2020 was $2,476, which was repaid during the year ended December 31, 2021. On November 15, 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 unitholder 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. The balance of the note as of December 31, 2020 was $956, which was repaid during the year ended December 31, 2021. On December 9, 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 unitholder 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. The balance of the note as of December 31, 2020 was $1,510, which was repaid during the year ended December 31, 2021. On December 16, 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 unitholder 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. The balance of the note as of December 31, 2020 was $4,084, which was repaid during the year ended December 31, 2021. 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 Note is unsecured The balance of the January 2020 Frija Note as of December 31, 2020 was $9,671, which was repaid during the year ended December 31, 2021. 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 had a balance as of December 31, 2020 of $21,963, which was repaid during the year ended December 31, 2021. On April 6, 2020, the Company issued a promissory note in the principal amount of $100,001 (the “April 2020 Note”) 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 stockholder of the Company. The principal amount due under the April 2020 Note bears interest at the rate of 24% per annum, and the April 2020 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 April 2020 Note is unsecured. The balance of the April 2020 Note as of December 31, 2020 was $38,071, which was repaid during the year ended December 31, 2021. On June 22, 2020, the Company a promissory note in the principal amount of $100,000 (together, the “June 2020 Note”) 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 Note bears interest at the rate of 24% per annum, and the June 2020 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 June 22, 2021. During August 2020, there was an additional $70,000 issuance to the June 2020 Note. The June 2020 Notes are unsecured and had an aggregate balance as of December 31, 2020 of $53,243, which was repaid during the year ended December 31, 2021. On August 19, 2020, the Company issued a promissory note in the principal amount of $100,001 (the “August 2020 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 stockholder of the Company. The principal amount due under the August 2020 Note bears interest at the rate of 24% per annum, and the August 2020 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 August 19, 2021. The August 2020 Note is unsecured. The balance of the August 2020 Note as of December 31, 2020 was $80,782, which was repaid during the year ended December 31, 2021. On September 22, 2020, the Company issued a promissory note in the principal amount of $100,001 (the “September 22, 2020 Note”) 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 stockholder of the Company. The principal amount due under the September 22, 2020 Note bears interest at the rate of 24% per annum, and the September 22, 2020 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 September 22, 2021. The September 22, 2020 Note is unsecured. The balance of the September 22, 2020 Note as of December 31, 2020 was $94,157, which was repaid during the year ended December 31, 2021. On November 2, 2020, the Company issued a promissory note in the principal amount of $100,000 (the “November 2020 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 November 2020 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 November 2, 2021. The November 2020 Frija Note is unsecured. The balance of the November 2020 Frija Note as of December 31, 2020 was $96,173, which was repaid during the year ended December 31, 2021. On December 1, 2020, the Company issued a promissory note in the principal amount of $100,001 (the “December 1, 2020 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 stockholder of the Company. The principal amount due under the December 1, 2020 Note bears interest at the rate of 24% per annum, and the December 1, 2020 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 December 1, 2021. The December 1, 2020 Note is unsecured. The balance of the December 1, 2020 Note as of December 31, 2020 was $100,000, which was repaid during the year ended December 31, 2021. On December 17, 2020, the Company received $95,000 pursuant to a promissory note in the principal amount of $100,000 issued on January 14, 2021, to Kevin Frija (“January 14, 2021 Frija Note”), 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 January 14, 2021 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 January 14, 2022. The January 14, 2021 Frija Note is unsecured. The balance of the January 14, 2021 Frija Note as of December 31, 2021 and 2020 was $8,243 and $95,000, respectively. On February 25, 2021, the Company issued a promissory note in the principal amount of $100,001 (the “February 25, 2021 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 stockholder of the Company. The principal amount due under the January 14, 2021 Note bears interest at the rate of 24% per annum, and the February 25, 2021 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 25, 2022. The January 14, 2021 Note is unsecured. The balance of the February 25, 2021 Note as of December 31, 2021 was $15,324. On February 25, 2021, the Company received $75,000 pursuant to a promissory note in the principal amount of $100,000 issued in April 2021, to Kevin Frija (“April 2021 Frija Note”), 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. An additional amount of $5,000 was received in January 2021. The principal amount due under the April 2021 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 April 2022. The April 2021 Frija Note is unsecured. The balance of the April 2021 Frija Note as of December 31, 2021 was $89,920. From May and June 2021, the Company received $100,001 pursuant to a promissory note in the principal amount of $100,000 issued in June 2021, to Kevin Frija (“June 2021 Frija Note”), 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 2021 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 June 2022. The June 2021 Frija Note is unsecured. The balance of the June 2021 Frija Note as of December 31, 2021 was $100,001. From June through September 2021, the Company received a $100,001 pursuant to a promissory note in the principal amount of $100,000 issued in September 2021, to Kevin Frija (“September 2021 Frija Note”), 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 September 2021 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 September 2022. The June 2021 Frija Note is unsecured. The balance of the September 2021 Frija Note as of December 31, 2021 was $100,001. In September and November 2021, the Company received a $100,001 pursuant to a promissory note in the principal amount of $100,001 (the “November 2021 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 November 2021 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 November 2, 2021. The November 2021 Frija Note is unsecured. The balance of the November 2021 Frija Note as of December 31, 2021 was $100,001. In November 2021, the Company received a $100,001 pursuant to a promissory note in the principal amount of $100,001 (the “November 2021 2 nd nd In December 2021, the Company received a $60,000 advance against a promissory yet to be issued but anticipated to have the same terms as previous notes. The following is a summary of notes payable – related parties activity for the years ended December 31, 2021 and 2020: Balance at January 1, 2020 $ 577,008 New borrowings 895,004 Repayments of principal (864,093 ) Balance at December 31, 2020 607,919 New borrowings 765,007 Repayments of principal (702,434 ) Balance at December 31, 2021 $ 670,493

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	12 Months Ended
	Dec. 31, 2021
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 6: CONVERTIBLE NOTES PAYABLE Acquisition Note In connection with a business acquisition there was a $500,000 loan from 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 instalments 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 has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the 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 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 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 units, 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 December 31, 2021 and 2020, 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 December 31, 2021 and 2020 was $200,000. Interest expense for years ended December 31, 2021 and 2020 totaled $36,000 and $36,000, respectively. 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 December 31, 2021 and 2020 was $200,000. Interest expense for each of the years ended December 31, 2021 and 2020 totaled $36,000. 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 December 31, 2021 and 2020 was $200,000. Interest expense for each of the years ended December 31, 2021 and 2020 totaled approximately $36,000. 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 December 31, 2021 and 2020 was $200,000. Interest expense for each of the years ended December 31, 2021 and 2020 totaled approximately $36,000. 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 December 31, 2021 and 2020 was $200,000. Interest expense for each of the years ended December 31, 2021 and 2020 totaled approximately $36,000.

PARTNERS_ DEFICIT

PARTNERS’ DEFICIT	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
PARTNERS’ DEFICIT	NOTE 7: PARTNERS’ DEFICIT During the year ended December 31, 2021, the Company issued 2,828,124 commo units granted or services prior to 2020. As of December 31, 2021, there were 578,723 units yet to be issued pursuant to conversion of convertible debt prior to 2020. Amendment to Partnership Agreement On January 23, 2020, executed 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 LLC, the Company’s general partner (the “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 and (2) the number of common units issuable upon the conversion of all Class A preferred units held by such holder would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding common units. 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 the 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. If the number of Estimated Put Shares (Investment Amount divided by Initial Pricing) initially delivered to the Investor is greater than the number of Put Shares (Investment Amount divided by Purchase Price) purchased by the Investor pursuant to such Put, then, within two (2) trading days following the end of the Valuation Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such put. If the number of Estimated Put Shares (Investment Amount divided by Initial Pricing) delivered to the Investor is less than the Put Shares purchased by the Investor pursuant to a put, then within two (2) trading days following the end of the Valuation Period the Company shall deliver to the Investor by wire transfer of immediately available funds equal to the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such put. 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	12 Months Ended
	Dec. 31, 2021
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, 2022 133,200 2023 133,200 2024 122,100 Total $ 388,500 The Company recorded a right to use asset and obligation of $299,500, equal to the present value of remaining payments of minimum required lease payments. The Company amortized $73,724 and $71,455 of the right to use asset during the years ended December 31, 2021 and 2020, respectively. Rent expense for the years ended December 31, 2021 and 2020 was $149,552 and $167,703, 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 unitholder, is an adverse party or has a material interest adverse to our interest. Customer Concentration During the year ended December 31, 2021, one customer accounted for approximately 21% of the Company’s net revenues. Accounts receivable from this customer as of December 31, 2021 totaled $193,652.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9: SUBSEQUENT EVENTS On January 18, 2022, the Company issued a promissory note in the principal amount of $100,001 (the “January 18 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 stockholder of the Company, in exchange for the receipt of $100,001. The principal amount due under the January 18 Note bears interest at the rate of 24% per annum, and the January 18 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 18, 2023. The January 18 Note is unsecured. On January 19, 2022, the Company issued a promissory note in the principal amount of $100,001 (the “January 19 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 stockholder of the Company. The principal amount due under the January 19 Note bears interest at the rate of 24% per annum, and the January 19 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 19, 2023. The January 19 Note is unsecured. On January 25, 2022, the Company issued a promissory note in the principal amount of $100,001 (the “January 25 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 stockholder of the Company, in exchange for the receipt of $100,001. The principal amount due under the January 25 Note bears interest at the rate of 24% per annum, and the January 25 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 25, 2023. The January 25 Note is unsecured. On March 18, 2022, the Company entered into a Settlement Agreement (the “Settlement Agreement”) by and between the Company on the one hand, and XL Vape, LLC (“XL”), VGOD LLC (“VGOD”), and Saltnic LLC (“Saltnic” and collectively with XL and VGOD, the “XL Parties”), on the other hand. The Company previously filed a lawsuit in the United States District Court for the Central District of California (Civil Action No. 2:21-cv-01110(MCS)) alleging patent infringement of U.S. Patent No. 8,205,622 (the “Patent”) by XL (the “Action”). Pursuant to the terms of the Settlement Agreement, the Company and the XL Parties agreed to settle the Action. In addition, the XL Parties agreed to pay the Company $155,000. The Company also granted each of the XL Parties a fully paid-up, royalty-free, non-exclusive license to practice the invention set forth in the Patent and all related patents and applications, domestic and foreign.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
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 analyses 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 December 31, 2021 and 2020, the Company had an allowance for bad debt of $0 and $112,017, respectively.
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. During the year ended December 31, 2021, the Company wrote off $141,440 of obsolete inventory. As of December 31, 2021 and 2020, the Company had recorded a provision for obsolescence of $0 and $73,350, respectively.
Leases	Leases In February 2016, the Financial Accounting Standards Board (the “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. The Company, effective January 1, 2019, has 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 In May 2014, the FASB issued 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. 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. For the years ended December 31, 2021 and 2020, all of the Company’s revenues were recognized at a point in time. 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 years ended December 31, 2021 and 2020, 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. 13,155,111 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the years ended December 31, 2020 because their effect was antidilutive. The following summarizes the calculation of diluted income per share for the year ended December 31, 2021: Weighted Net Income Basic 86,211,588 $ 127,174 Convertible Debt 10,507,646 181,500 Diluted 96,719,234 $ 308,674 Net Income Per Common Unit - Diluted $ 0.00
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. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	Weighted Net Income Basic 86,211,588 $ 127,174 Convertible Debt 10,507,646 181,500 Diluted 96,719,234 $ 308,674 Net Income Per Common Unit - Diluted $ 0.00

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Schedule of notes payable activity	Balance at December 31, 2019 $ 749,156 New issuances 363,562 Repayments of principal (347,663 ) Balance at December 31, 2020 765,055 New issuances 440,057 PPP loan forgiveness (203,662 ) Repayments of principal (194,140 ) Balance at December 31, 2021 $ 807,310

NOTES PAYABLE _ RELATED PARTI_2

NOTES PAYABLE – RELATED PARTIES (Tables)	12 Months Ended
	Dec. 31, 2021
Notes Payable Related Parties [Abstract]
Schedule of notes payable - related parties activity	Balance at January 1, 2020 $ 577,008 New borrowings 895,004 Repayments of principal (864,093 ) Balance at December 31, 2020 607,919 New borrowings 765,007 Repayments of principal (702,434 ) Balance at December 31, 2021 $ 670,493

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Payment on the Lease	Years Ending December 31, 2022 133,200 2023 133,200 2024 122,100 Total $ 388,500

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jan. 01, 2019	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Allowance for bad debt		$ 0	$ 112,017
Wrote off obsolete inventory		141,440
Provision for obsolescence		$ 0	$ 73,350
Operating lease right-to-use asset and right to use lease liability	$ 387,000
Company revenue percentage		100.00%	100.00%
Anti-dilutive potential common shares (in Shares)		13,155,111	13,155,111

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Schedule of Earnings Per Share, Basic and Diluted [Abstract]
Weighted Average Shares - Basic | shares	86,211,588
Net Income - Basic | $	$ 127,174
Weighted Average Shares - Convertible Debt | shares	10,507,646
Net Income - Convertible Debt | $	$ 181,500
Weighted Average Shares - Diluted | shares	96,719,234
Net Income - Diluted | $	$ 308,674
Net Income Per Common Unit - Diluted | $ / shares	$ 0

GOING CONCERN (Details)

GOING CONCERN (Details)	Dec. 31, 2021USD ($)
Going Concern [Abstract]
Accumulated deficit	$ 10,214,999
Working capital deficit	$ 1,834,867

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)

Jul. 09, 2020

Sep. 13, 2019

Sep. 06, 2018

Jun. 30, 2021

Mar. 31, 2021

Sep. 24, 2019

Sep. 17, 2019

Jul. 22, 2019

Dec. 23, 2019

Dec. 31, 2021

Dec. 31, 2020

Apr. 30, 2020

Dec. 31, 2019

NOTES PAYABLE (Details) [Line Items]

Notes payable fully paid

$ 457,353

$ 401,493

Notes payable

159,900

Lendistry, LLC [Member]

NOTES PAYABLE (Details) [Line Items]

Debt principal amount

$ 250,000

Note and bears interest rate

24.00%

Payments of principal and interest

$ 1,240

Cedit card sales percentage

11.00%

Lendistry Note [Member]

NOTES PAYABLE (Details) [Line Items]

Debt due date

Jul. 25, 2025

Notes payable fully paid

25,393

BlueVine Note [Member]

NOTES PAYABLE (Details) [Line Items]

Debt principal amount

$ 95,000

Debt due date

Jul. 13, 2025

Note and bears interest rate

27.00%

Notes payable fully paid

$ 42,605

Weekly payments of principal amount

$ 4,062

Kabbage Note [Member]

NOTES PAYABLE (Details) [Line Items]

Debt principal amount

$ 23,300

Note and bears interest rate

37.00%

Notes payable fully paid

49,551

Payments of principal and interest

$ 2,349

Maturity date

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.

Kabbage, Inc [Member]

NOTES PAYABLE (Details) [Line Items]

Debt principal amount

$ 100,000

Note and bears interest rate

37.00%

Notes payable fully paid

$ 20,324

Payments of principal and interest

$ 10,083

A&R Note [Member]

NOTES PAYABLE (Details) [Line Items]

Debt principal amount

$ 582,260

Loan amount

500,000

Aggregate amount

$ 82,260

Debt due date

Sep. 6, 2021

Note and bears interest rate

7.00%

Pursuant terms description

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.

Notes payable fully paid

$ 247,924

304,391

Paypal Note [Member]

NOTES PAYABLE (Details) [Line Items]

Agreement transaction description

the Company entered not 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 $41,430. The balance of the loan as of December 31, 2021 and 2020 was $21,797.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 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 note as of December 31, 2019 was $23,300, which was repaid during the year ended December 31, 2020.

Kabbage Note [Member]

NOTES PAYABLE (Details) [Line Items]

Notes payable fully paid

$ 23,300

PPP Loan [Member]

NOTES PAYABLE (Details) [Line Items]

Loan amount

$ 203,662

Note and bears interest rate

1.00%

Notes payable fully paid

203,662

PPP Loan [Member] | Minimum [Member]

NOTES PAYABLE (Details) [Line Items]

Original maturity date

2 years

PPP Loan [Member] | Maximum [Member]

NOTES PAYABLE (Details) [Line Items]

Original maturity date

5 years

Economic Injury Disaster Loan [Member]

NOTES PAYABLE (Details) [Line Items]

Loan amount

$ 159,900

Instalments of principal and interest total

$ 731

Debt instrument term

30 years

Accrues interest

3.75%

Notes payable

$ 159,900

$ 159,900

NOTES PAYABLE (Details) - Sched

NOTES PAYABLE (Details) - Schedule of notes payable activity - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of notes payable activity [Abstract]
Beginning Balance	$ 765,055	$ 749,156
New issuances	440,057	363,562
PPP loan forgiveness	(203,662)
Repayments of principal	(194,140)	(347,663)
Ending Balance	$ 807,310	$ 765,055

NOTES PAYABLE _ RELATED PARTI_3

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

Jan. 14, 2021

Dec. 01, 2020

Nov. 02, 2020

Apr. 06, 2020

Jan. 10, 2020

Dec. 09, 2019

Nov. 08, 2019

Oct. 07, 2019

Jul. 05, 2019

Jun. 14, 2019

Feb. 01, 2019

Dec. 31, 2021

Nov. 30, 2021

Sep. 30, 2021

Jun. 30, 2021

May 31, 2021

Apr. 30, 2021

Feb. 25, 2021

Jan. 31, 2021

Dec. 17, 2020

Sep. 22, 2020

Aug. 31, 2020

Aug. 19, 2020

Jun. 22, 2020

Feb. 18, 2020

Dec. 16, 2019

Nov. 15, 2019

Sep. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Received promissory note

$ 60,000

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

$ 12,798

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

$ 51,265

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

$ 100,001

$ 100,001

$ 100,001

$ 100,001

$ 100,001

Debt bears interest rate

24.00%

24.00%

24.00%

24.00%

24.00%

24.00%

Principal amount due and accrued interest

$ 500

$ 500

$ 500

$ 500

$ 500

$ 500

Note payable

$ 7,356

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

9,671

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

21,963

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

38,071

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,000

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

53,243

Additional amount

$ 70,000

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

80,782

September 22, 2020 Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

96,173

November 2020 Kevin and Dan [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Note payable

94,157

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,000

Debt bears interest rate

24.00%

June 15, 2019 to November 15, 2019 [Member] [Default Label] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Principal amount due and accrued interest

$ 500

December 1, 2020 Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

100,000

January 14, 2021 Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,000

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

95,000

8,243

Received promissory note

$ 95,000

February 25, 2021 Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

15,324

April 2021 Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,000

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

89,920

Additional amount

$ 5,000

Received promissory note

$ 75,000

June 2021 Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,000

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

100,001

Received promissory note

$ 100,001

September 2021 Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,000

$ 100,000

Debt bears interest rate

24.00%

24.00%

Principal amount due and accrued interest

$ 500

Note payable

100,001

Received promissory note

$ 100,001

November 2021 Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

100,001

Received promissory note

$ 100,001

November 2021 2nd Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Debt principal amount

$ 100,001

Debt bears interest rate

24.00%

Principal amount due and accrued interest

$ 500

Note payable

$ 100,001

Received promissory note

$ 100,001

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Note payable

2,476

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Note payable

2,476

November 15, 2019 Frija [Member] | July 2019 Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Note payable

956

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

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Note payable

1,510

December 16, 2019 Frija [Member] | July 2019 Frija Note [Member] | Kevin Frija [Member]

NOTES PAYABLE – RELATED PARTIES (Details) [Line Items]

Note payable

$ 4,084

NOTES PAYABLE _ RELATED PARTI_4

NOTES PAYABLE – RELATED PARTIES (Details) - Schedule of notes payable - related parties activity - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of notes payable - related parties activity [Abstract]
Balance beginning	$ 607,919	$ 577,008
New borrowings	765,007	895,004
Repayments of principal	(702,434)	(864,093)
Balance ending	$ 670,493	$ 607,919

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Feb. 20, 2019	Feb. 19, 2019	Feb. 15, 2019
Acquisition Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Acquisition of loan amount	$ 500,000
Debt principal amount	$ 500,000
Debt interest rate	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 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 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 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
Convertible balance outstanding	$ 25,000	$ 25,000
Brikor Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
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
Interest expense	$ 36,000	36,000
Daiagi and Daiagi Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
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 The balance of the note as of December 31, 2021 and 2020 was $200,000.
Convertible balance outstanding	$ 36,000	36,000
Amber Investments Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt principal amount					$ 200,000
Debt interest rate					18.00%
Debt conversion description	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).
Surplus Depot Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
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). The balance of the note as of December 31, 2021 and 2020 was $200,000. Interest expense for each of the years ended December 31, 2021 and 2020 totaled approximately $36,000.
Convertible balance outstanding	$ 200,000	$ 200,000
K & S Pride Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
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). The balance of the note as of December 31, 2021 and 2020 was $200,000. Interest expense for each of the years ended December 31, 2021 and 2020 totaled approximately $36,000. 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 December 31, 2021 and 2020 was $200,000. Interest expense for each of the years ended December 31, 2021 and 2020 totaled approximately $36,000.

PARTNERS_ DEFICIT (Details)

PARTNERS’ DEFICIT (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 19, 2020	Dec. 31, 2021
PARTNERS’ DEFICIT (Details) [Line Items]
Shares issued (in Shares)		2,828,124
Conversion of convertible debt (in Dollars)		$ 578,723
Outstanding common units, percentage		4.99%
Aggregate purchase price (in Dollars)	$ 5,000,000
Average daily volume weighted average price	85.00%
Aggregate value (in Dollars)	$ 25,000
Average daily trading value	150.00%
Trading days	5
Percentage of issued and outstanding shares	4.99%
Subsequent financing	50.00%
Maximum [Member]
PARTNERS’ DEFICIT (Details) [Line Items]
Aggregate value (in Dollars)	$ 250,000
Class A Preferred Units [Member]
PARTNERS’ DEFICIT (Details) [Line Items]
Preferred stock shares authorized (in Shares)		1,000,000
Class A preferred value (in Dollars per share)		$ 2
Annual dividend rate		8.00%
Monthly basis rate		0.6666%
Conversion Price		85.00%
Discount rate		15.00%

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details)	1 Months Ended	12 Months Ended
	Oct. 31, 2019USD ($)m²	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)
COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Right to use asset		$ 299,500
Amortized right to use asset		73,724	$ 71,455
Rent expense		$ 149,552	$ 167,703
Customer [Member]
COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Net revenues, percentage		21.00%
Accounts receivable		$ 193,652
Warehouse Store and Office Space [Member]
COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Lease term	5 years
warehouse store and office space (in Square Meters) | m²	9,819
Monthly lease payment	$ 11,100
Percentage of rent increase annually	3.00%

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Payment on the Lease	Dec. 31, 2021USD ($)
Schedule of Future Minimum Payment on the Lease [Abstract]
2022	$ 133,200
2023	133,200
2024	122,100
Total	$ 388,500

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Jan. 25, 2022	Jan. 19, 2022	Jan. 18, 2022	Mar. 18, 2022
SUBSEQUENT EVENTS (Details) [Line Items]
Settlement agreement, description				the Company entered into a Settlement Agreement (the “Settlement Agreement”) by and between the Company on the one hand, and XL Vape, LLC (“XL”), VGOD LLC (“VGOD”), and Saltnic LLC (“Saltnic” and collectively with XL and VGOD, the “XL Parties”), on the other hand. The Company previously filed a lawsuit in the United States District Court for the Central District of California (Civil Action No. 2:21-cv-01110(MCS)) alleging patent infringement of U.S. Patent No. 8,205,622 (the “Patent”) by XL (the “Action”). Pursuant to the terms of the Settlement Agreement, the Company and the XL Parties agreed to settle the Action. In addition, the XL Parties agreed to pay the Company $155,000. The Company also granted each of the XL Parties a fully paid-up, royalty-free, non-exclusive license to practice the invention set forth in the Patent and all related patents and applications, domestic and foreign.
January 18 Note [Member] | Kevin Frija [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Debt principal amount			$ 100,001
Exchange receipt			$ 100,001
Debt bears interest rate			24.00%
Payment Amount			$ 500
Debt due date			Jan. 18, 2023
January 19 Note [Member] | Kevin Frija [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Debt principal amount		$ 100,001
Debt bears interest rate		24.00%
Payment Amount		$ 500
Debt due date		Jan. 19, 2023
January 25 Note [Member] | Kevin Frija [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Debt principal amount	$ 100,001
Exchange receipt	$ 100,001
Debt bears interest rate	24.00%
Payment Amount	$ 500