Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 13, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | VPR BRANDS, LP | ||
Trading Symbol | N/A | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 88,804,035 | ||
Entity Public Float | $ 1,614,274 | ||
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, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
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 | 1141 Sawgrass Corporate Parkway | ||
Entity Address, City or Town | Sunrise | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33323 | ||
City Area Code | (954) | ||
Local Phone Number | 715-7001 | ||
Title of 12(b) Security | N/A | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 6651 | ||
Auditor Name | Kreit & Chiu CPA’s LLP | ||
Auditor Location | Los Angeles, California |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 22,421 | $ 2,590 |
Accounts receivable, net | 355,280 | 330,021 |
Inventory, net | 474,883 | 620,991 |
Vendor deposits | 620,530 | 70,329 |
Deposits | 15,559 | 16,780 |
Total current assets | 1,488,673 | 1,040,711 |
Right to Use Asset | 143,855 | 214,061 |
Total assets | 1,632,528 | 1,254,772 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 251,311 | 506,869 |
Accounts payable - related party | 237,049 | 107,410 |
Customer deposits | 574,327 | |
Right to use obligation, current portion | 22,354 | 133,454 |
Notes payable | 435,060 | 457,353 |
Note payable-related parties | 1,114,418 | 670,493 |
Convertible notes payable | 792,630 | 1,000,000 |
Total current liabilities and total liabilities | 3,427,149 | 2,875,579 |
Notes Payable, less current portion | 399,900 | 349,957 |
Right to Use Obligation, net of current portion | 123,971 | 144,031 |
Total liabilities | 3,951,020 | 3,369,567 |
Partners’ Deficit: | ||
Common units - 100,000,000 units authorized; 88,804,035 units issued and outstanding | 8,065,481 | 8,065,481 |
Common units to be issued; 578,723 units | 34,723 | 34,723 |
Accumulated deficit | (10,418,696) | (10,214,999) |
Total partners’ deficit | (2,318,492) | (2,114,795) |
Total liabilities and partners’ deficit | $ 1,632,528 | $ 1,254,772 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common units authorized | 100,000,000 | 100,000,000 |
Common units issued | 88,804,035 | 88,804,035 |
Common units outstanding | 88,804,035 | 88,804,035 |
Common units to be issued | 578,723 | 578,723 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 4,927,616 | $ 6,222,632 |
Cost of Sales | 3,289,950 | 4,087,414 |
Gross profit | 1,637,666 | 2,135,218 |
Operating Expenses: | ||
Selling, general and administrative | 1,828,195 | 1,933,341 |
Total operating expenses | 1,828,195 | 1,933,341 |
Net Operating (Loss) Income | (190,529) | 201,876 |
Other Income (Expense): | ||
Gain on Extinguishment /Forgiveness of Debt | 200,057 | 203,662 |
Settlement Income | 380,372 | 275,000 |
Settlement on loans | (5,000) | |
American Express Points Income | 62,681 | |
Expenses related to the settlement | (29,367) | (31,625) |
Legal Fees related to the settlement | (84,000) | (96,250) |
Interest expense | (361,074) | (271,277) |
Interest expense- related parties | (181,837) | (149,212) |
Total other income (expense), net | (13,168) | (74,702) |
Net (Loss) Income | $ (203,697) | $ 127,174 |
Net (Loss) Income Per Common Unit - Basic (in Dollars per share) | ||
Net (Loss) Income Per Common Unit - Diluted (in Dollars per share) | ||
Weighted-Average Common Units Outstanding - Basic (in Shares) | 88,804,035 | 86,211,588 |
Weighted-Average Common Units Outstanding - Diluted (in Shares) | 88,804,035 | 96,719,234 |
Statement of Changes in Partner
Statement of Changes in Partners’ Deficit - USD ($) | Total | Common Units | Common Units to be Issued | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ (2,241,969) | $ 8,015,891 | $ 84,313 | $ (10,342,173) |
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 | (2,114,795) | $ 8,065,481 | $ 34,723 | (10,214,999) |
Balance (in Shares) at Dec. 31, 2021 | 88,804,035 | 578,723 | ||
Net income (Loss) | (203,697) | (203,697) | ||
Balance at Dec. 31, 2022 | $ (2,318,492) | $ 8,065,481 | $ 34,723 | $ (10,418,696) |
Balance (in Shares) at Dec. 31, 2022 | 88,804,035 | 578,723 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (203,697) | $ 127,174 |
Forgiveness of debt | (200,057) | (203,662) |
Amortization of right of use asset | 69,060 | 77,227 |
Interest on lease liability | 63,352 | 74,504 |
Gain on modification of lease | (54,587) | |
Changes in operating assets and liabilities: | ||
Inventory | 146,108 | (163,256) |
Vendor deposits | (550,201) | 53,056 |
Accounts receivable | (25,259) | (310,864) |
Customer deposits | 574,327 | (16,950) |
Prepaid | 1,221 | |
Accounts payable and accrued expenses | (125,918) | 215,071 |
Net cash used in operating activities | (312,423) | (147,700) |
Cash Flows from Financing Activities: | ||
Proceeds from payroll protection program | 190,057 | |
Proceeds from notes payable | 500,000 | 250,000 |
Payments of notes payable | (272,293) | (194,140) |
Payments of convertible notes payable | (207,370) | (25,000) |
Proceeds from notes payable, related parties | 555,006 | 765,007 |
Payment on lease liability | (132,008) | (133,200) |
Payments of notes payable, related parties | (111,081) | (702,434) |
Net cash provided by financing activities | 332,254 | 150,290 |
Change in Cash | 19,831 | 2,590 |
Cash - Beginning of the Year | 2,590 | |
Cash - End of the Year | 22,421 | 2,590 |
Supplemental Cash Flow Information: | ||
Interest paid in cash | 355,702 | 302,175 |
Income taxes paid in cash |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization [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, 2022 | |
Organization [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, 2022 and 2021, the Company had an allowance for bad debt of $0. 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, 2022 and 2021, the Company had recorded a provision for obsolescence of $0. 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, 2022 and 2021, 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, 2022 and 2021, 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. 8,607,440 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the years ended December 31, 2022 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, 2022 | |
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 $10,418,696 and a working capital deficit of $1,938,476 at December 31, 2022. 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. 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, 2022 | |
Notes Payable [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, 2022 and 2021 was $189,225 and $247,924, 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 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, 2022 and 2021 was $0 and $20,324, 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, 2022 and 2021 was $21,797. In August 2021, the Company entered into a purchase and sale agreement with BRMS, LLC (“BRMS Note”), pursuant to which the Company received proceeds of $250,000 for the sale of future receivables totaling $308,750, to be remitted to BRMS, LLC in 52 weekly amounts totaling $5,913. The balance of the note as of December 31, 2022 and 2021 was $0 and $167,308, respectively. In October 2022, the Company entered into a purchase and sale agreement with BRMS, LLC (“BRMS Note 2”), pursuant to which the Company received proceeds of $250,000, to be remitted to BRMS, LLC in 52 weekly amounts totaling $1,140. The balance of the note as of December 31, 2022 was $224,038. 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”). 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. 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. During the year ended December 31, 2021, the Company received notification that the PPP Loan principal of $203,662 had been forgiven and is reflected as forgiveness of debt on the accompanying statements of operations. In March 2021, the Company received a loan (the March 2021 PPP Loan ) in the amount of $190,057 under the PPP. The March 2021 PPP Loan accrues interest at a rate of 1% and has an original maturity date of two years which can be extended to five years 2 by mutual agreement of the Company and SBA. The March 2021 PPP Loan contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. During the year ended December 31, 2022, the Company received notification that the PPP Loan principal of $190,057 had been forgiven and is reflected as forgiveness of debt on the accompanying statements of operations. 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. During the year ended December 31, 2022, the Company received notification that $10,000 of EDIL loan principal had been forgiven and is reflected as forgiveness of debt on the accompanying statement of operations. The balance on this EIDL was $149,900 and $159,900 as of December 31, 2022 and 2021, respectively, and have been classified as a long-term liability in notes payable, less current portion on the accompanying balance sheets. Daiagi Note On May 18, 2022, the Company issued a promissory note in the principal amount of $250,000 (the “Daiagi Note”) to Mike Daiagi. The principal amount due under the Daiagi Note bears interest at the rate of 18% per annum payable monthly. The principal amount and accrued but unpaid interest is due and payable on the third anniversary of the issue date. The 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 Note. The balance of the Daiagi Note was $250,000 as of December 31, 2022. The following is a summary of notes payable activity for the years ended December 31, 2022 and 2021: Balance at December 31, 2021 $ 807,310 New issuances 500,000 Repayments of principal (272,293 ) PPP and EIDL loan forgiveness (200,057 ) Balance at December 31, 2022 $ 834,960 |
Notes Payable _ Related Parties
Notes Payable – Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable – Related Parties [Abstract] | |
NOTES PAYABLE – RELATED PARTIES | NOTE 5: NOTES PAYABLE – RELATED PARTIES 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 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 $100,001 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 was $5,243, which was repaid during the year ended December 31, 2022. 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, which was repaid during the year ended December 31, 2022. On February 25, 2021, the Company received $75,000 pursuant to a promissory note in the principal amount of $100,001 issued in May 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, 2022 and 2021 was $43,550 and $89,920, respectively. From May and June 2021, the Company received $100,001 pursuant to a promissory note in the principal amount of $100,001 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, 2022 and 2021 was $68,760 and $100,001, respectively. From June through September 2021, the Company received a $100,001 pursuant to a promissory note in the principal amount of $100,001 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, 2022 and 2021 was $87,099 and $100,001, respectively. 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, 2022 and 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 On December 8, 2021, the Company issued a promissory note in the principal amount of $100,001 (the “December 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 December 2021 Note bears interest at the rate of 24% per annum, and the December 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 December 8, 2022. The December 2021 Note is unsecured. The balance of the December 2021 Note as of December 31, 2022 and 2021 was $100,001. In December 2021, the Company received $60,000 and in January 2022 received $40,001 of advances pursuant to a promissory note in the principal amount of $100,001 (the “January 2022 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 January 2022 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 2023. The January 2022 Frija Note is unsecured. The balance of the January 2022 Frija Note as of December 31, 2022 and 2021 was $100,001 and $60,000, respectively. In January 2022, the Company received $100,001 pursuant to a promissory note in the principal amount of $100,001 (the “January 2022B 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 January 2022B 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 2023. The January 2022B Frija Note is unsecured. The balance of the January 2022B Frija Note as of December 31, 2022 was $100,001. In January 2022, the Company received $101,000 pursuant to a promissory note in the principal amount of $100,001 (the “January 2022C 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 January 2022C 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 January 2023. The January 2022C Frija Note is unsecured. The balance of the January 2022C Frija Note as of December 31, 2022 was $100,001. In March 2022, the Company received $101,000 pursuant to a promissory note in the principal amount of $100,001 (the “March 2022 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 March 2022 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 March 2023. The March 2022 Frija Note is unsecured. The balance of the March 2022 Frija Note as of December 31, 2022 was $100,001. In April 2022, the Company received $100,001 pursuant to a promissory note in the principal amount of $100,001 (the “April 2022 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 April 2022 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 April 7, 2023. The April 2022 Frija Note is unsecured. The balance of the April 2022 Frija Note as of December 31, 2022 was $100,001. In April 2022, the Company received $52,000 and in September 2022 received $48,001 of advances pursuant to a promissory note in the principal amount of $100,001 (the “June 2022 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 May 2022 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 May 2023. The May 2022 Frija Note is unsecured. The balance of the May 2022 Frija Note as of December 31, 2022 was $100,001. In September 2022, the Company received $1,000 and in October 2022 received $14,000 of advances pursuant to a promissory note in the principal amount of $100,001 (the “September 2022 Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant stockholder of the Company. The principal amount due under the September 2022 Note bears interest at the rate of 24% per annum, and the September 2022 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 20, 2023. The September 2022 Note is unsecured. The balance of the September 2022 Note as of December 31, 2022 was $15,000. The following is a summary of notes payable – related parties activity for the years ended December 31, 2022 and 2021: Balance at January 1, 2021 $ 670,919 New borrowings 765,007 Repayments of principal (702,434 ) Balance at December 31, 2021 670,493 New borrowings 555,005 Repayments of principal (111,080 ) Balance at December 31, 2022 $ 1,114,418 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6: CONVERTIBLE NOTES PAYABLE 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, 2022 and 2021 was $158,527 and $200,000. Interest expense for years ended December 31, 2022 and 2021 totaled $52,348 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, 2022 and 2021 was $157,453 and $200,000, respectively. Interest expense for each of the years ended December 31, 2022 and 2021 totaled $51,653 and $36,000, respectively. 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, 2022 and 2021 was $158,527 and $200,000, respectively. Interest expense for each of the years ended December 31, 2022 and 2021 totaled approximately $52,348 and $36,000, respectively. 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, 2022 and 2021 was $159,576 and $200,000, respectively. Interest expense for each of the years ended December 31, 2022 and 2021 totaled approximately $50,037 and $36,000, respectively. 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, 2022 and 2021 was $158,527 and $200,000, respectively. Interest expense for each of the years ended December 31, 2022 and 2021 totaled approximately $50,848 and $36,000, respectively. |
Partners_ Deficit
Partners’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Partners’ Deficit [Abstract] | |
PARTNERS’ DEFICIT | NOTE 7: PARTNERS’ DEFICIT During the year ended December 31, 2021, the Company issued 2,828,124 common 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, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8: COMMITMENTS AND CONTINGENCIES Lease Agreements Warehouse and Office Space – Related Party 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. Effective January 1, 2022, the monthly rent increased to $15,500. The Company has annual options to extend for one-year, during which period rent will increase 3% annually. At inception of the lease, the Company recorded a right to use asset and obligation of $378,426, equal to the present value of remaining payments of minimum required lease payments. As a result of the 2022 increase in monthly rent, the Company recorded additional right of use assets and obligations of $109,993. On June 22, 2022, a lease termination notice was signed terminating the lease, effective June 30, 2022, and requiring the Company to surrender the premises by July 31, 2022. The lease was derecognized in July 2022. Warehouse and Office Space On May 19, 2022, the Company entered into a 5-year lease of approximately 3,100 square feet of warehouse and office space. The lease requires base monthly rent of $3,358 per month for the first year and provides for 5% increase in base rent on each anniversary date. At inception of the lease, the Company recorded a right to use asset and obligation of $157,363, equal to the present value of remaining payments of minimum required lease payments. Years Ending December 31, 2023 $ 41,475 2024 43,549 2025 45,727 2026 48,013 2027 20,410 Total $ 199,174 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 $124,613 and $73,724 of the right to use asset during the years ended December 31, 2022 and 2021, respectively. Rent expense for the years ended December 31, 2022 and 2021 was $159,982 and $149,552, 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, 2022, two customers accounted for approximately 41% of the Company’s net revenues. Accounts receivable from the customers as of December 31, 2022 totaled $178,796. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9: SUBSEQUENT EVENTS On March 1, 2023, Elf Brand LLC (“EBL”), a licensee of the Company, prepaid a monthly royalty payment of $500,000 pursuant to that certain License Agreement, dated January 2, 2023, by and between the Company and EBL (the “License Agreement”). The License Agreement was entered into in the ordinary course of business. Pursuant to the terms of the License Agreement, the Company granted to EBL (i) the exclusive right to use U.S. trademark 5,486,616 for the mark ELF in International Class 34 for use in connection with electronic cigarette lighters; electronic cigarettes; smokeless cigarette vaporizer pipe, and all additional marks that the Company may obtain, use and notify EBL of from time to time (the “Mark”); (ii) the non-exclusive right to use U.S. patent number 8,205,622 (the “Patent” and together with the Mark, the “Intellectual Property”), in connection with electronic cigarettes, smokeless cigarette vaporizers and related products (the “Licensed Articles”) in the U.S.; and (iii) the right to manufacture, have manufactured for it, market, promote, advertise, use, sell and distribute then Licensed Articles subject to the terms and conditions of the License Agreement. In exchange for the license, EBL agreed to pay to the Company a royalty equal to 5% of gross sales of the Licensed Articles, as provided in the License Agreement. The license is exclusive with respect to use of the Mark if EBL meets a minimum monthly royalty payment of $500,000 within six months after sales commence. The Company may elect to cancel exclusivity if EBL does not meet the minimum royalty expectations. The License Agreement provided for a term effective as of the start of sales within 90 days of January 2, 2023 and receipt of the first month’s royalty, and renewing monthly with payment of the additional minimum $500,000 monthly payment of minimum royalties within six months after sales commence to maintain exclusivity with respect to use of the Mark, unless sooner terminated in accordance with the terms of the License Agreement. On March 10, 2023, EBL entered into a Sublicense Agreement (the “EBL Sublicense”) with Elf Group, Inc., an Affiliated Party (as such term is defined in the License Agreement) of EBL (“EGI”), pursuant to which EBL granted a sublicense to the Licensed Rights, including to the exclusion of EBL, to EGI in the U.S. Pursuant to the terms of the EBL Sublicense, EBL agreed to pay to VPR Brands a minimum monthly royalty of $250,000, beginning 90 after March 10, 2023. The minimum monthly payment will be credited toward the monthly royalty. As an Affiliated Party of EBL, EGI is subject to the terms and royalty obligations of EBL under the License Agreement with respect to (and limited only to) the sublicensed products, which is defined in the EBL Sublicense to mean any preapproved alternative hemp products or other products, initially comprised of Delta 8 – vapes, flower, pre rolls, edibles, shots; Kratom – all of these items; accessories related to these items; and paper products related to these items. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization [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, 2022 and 2021, the Company had an allowance for bad debt of $0. |
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, 2022 and 2021, the Company had recorded a provision for obsolescence of $0. |
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, 2022 and 2021, 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, 2022 and 2021, 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. 8,607,440 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the years ended December 31, 2022 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, 2022 | |
Organization [Abstract] | |
Schedule of basic and diluted net loss per unit | 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, 2022 | |
Notes Payable [Abstract] | |
Schedule of notes payable activity | Balance at December 31, 2021 $ 807,310 New issuances 500,000 Repayments of principal (272,293 ) PPP and EIDL loan forgiveness (200,057 ) Balance at December 31, 2022 $ 834,960 |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable – Related Parties [Abstract] | |
Schedule of notes payable - related parties activity | Balance at January 1, 2021 $ 670,919 New borrowings 765,007 Repayments of principal (702,434 ) Balance at December 31, 2021 670,493 New borrowings 555,005 Repayments of principal (111,080 ) Balance at December 31, 2022 $ 1,114,418 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum payment on the lease | Years Ending December 31, 2023 $ 41,475 2024 43,549 2025 45,727 2026 48,013 2027 20,410 Total $ 199,174 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Jan. 01, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization [Abstract] | |||
Allowance for bad debt | $ 0 | $ 0 | |
Wrote off obsolete inventory | 141,440 | ||
Provision for obsolescence | $ 0 | $ 0 | |
Operating lease right-to-use asset and right to use lease liability | $ 387,000 | ||
Company revenue, percentage | 100% | 100% | |
Anti-dilutive potential common shares (in Shares) | 8,607,440 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per unit | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule Of Basic And Diluted Net Loss Per Unit 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) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Going Concern [Abstract] | |
Net loss | $ 10,418,696 |
Working capital deficit | $ 1,938,476 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 24, 2019 | Jul. 22, 2019 | Sep. 06, 2018 | Oct. 31, 2022 | Aug. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Sep. 17, 2019 | Dec. 31, 2022 | May 18, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 09, 2020 | Jun. 24, 2020 | Jul. 05, 2019 | |
Notes Payable (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 250,000 | $ 190,057 | $ 100,001 | |||||||||||||
Loan amount | $ 203,662 | $ 203,662 | ||||||||||||||
Interest at an annual rate | 24% | 1% | 24% | |||||||||||||
Notes payable | 189,225 | 247,924 | $ 25,393 | |||||||||||||
Payments of principal and interest | $ 1,240 | |||||||||||||||
Credit card sales percentage | 11% | |||||||||||||||
Total receivables amounts | $ 5,913 | |||||||||||||||
Notes payable | 224,038 | |||||||||||||||
Proceeds from amount received | $ 250,000 | |||||||||||||||
Totaling amount | $ 1,140 | |||||||||||||||
Outstanding balance | 1,114,418 | 670,493 | $ 7,356 | |||||||||||||
Kabbage Note [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Notes payable | 0 | 20,324 | ||||||||||||||
Kabbage, Inc [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||
Interest at an annual rate | 37% | |||||||||||||||
Payments of principal and interest | $ 10,083 | |||||||||||||||
Paypal Note [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Borrow amount | $ 37,000 | |||||||||||||||
Sales percentage | 30% | |||||||||||||||
Total amount | $ 41,430 | |||||||||||||||
Loan | 21,797 | |||||||||||||||
Paypal Note [Member] | Maximum [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Borrow amount | $ 4,143 | |||||||||||||||
BRMS, LLC [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Sale of agreement received | 250,000 | |||||||||||||||
Sale of future receivables | $ 308,750 | |||||||||||||||
Notes payable | $ 0 | 167,308 | ||||||||||||||
A&R Note [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 582,260 | |||||||||||||||
Loan amount | 500,000 | |||||||||||||||
Aggregate amount | $ 82,260 | |||||||||||||||
Maturity date | Sep. 06, 2021 | |||||||||||||||
Interest at an annual rate | 7% | |||||||||||||||
Weekly payments, 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. | |||||||||||||||
PPP Loan [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 190,057 | |||||||||||||||
Interest at an annual rate | 1% | |||||||||||||||
PPP Loan [Member] | Maximum [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Original maturity term | 5 years | 5 years | ||||||||||||||
PPP Loan [Member] | Minimum [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Original maturity term | 2 years | 2 years | ||||||||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Loan amount | $ 159,900 | $ 159,900 | ||||||||||||||
Notes payable | $ 149,900 | $ 159,900 | ||||||||||||||
Instalments of principal and interest | $ 731 | |||||||||||||||
Debt instrument term | 30 years | |||||||||||||||
Accrues interest | 3.75% | |||||||||||||||
Received principal amount | $ 10,000 | |||||||||||||||
Daiagi Note [Member] | ||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||
Principal interest | 18% | |||||||||||||||
Outstanding balance | $ 250,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable activity | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Notes Payable Activity Abstract | |
Balance at December 31, 2021 | $ 807,310 |
New issuances | 500,000 |
Repayments of principal | (272,293) |
PPP and EIDL loan forgiveness | (200,057) |
Balance at December 31, 2022 | $ 834,960 |
Notes Payable _ Related Parti_3
Notes Payable – Related Parties (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||
Mar. 31, 2022 | Jan. 31, 2022 | Dec. 08, 2021 | Sep. 30, 2021 | Feb. 25, 2021 | Jan. 14, 2021 | Dec. 17, 2020 | Dec. 01, 2020 | Nov. 02, 2020 | Sep. 22, 2020 | Aug. 31, 2020 | Aug. 19, 2020 | Jun. 22, 2020 | Apr. 06, 2020 | Feb. 18, 2020 | Jan. 10, 2020 | Dec. 16, 2019 | Dec. 09, 2019 | Nov. 15, 2019 | Nov. 08, 2019 | Oct. 07, 2019 | Jul. 05, 2019 | Oct. 31, 2022 | Sep. 30, 2022 | Apr. 30, 2022 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Jul. 22, 2019 | |
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | $ 190,057 | $ 250,000 | ||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | 1% | 24% | ||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | 500,000 | |||||||||||||||||||||||||||||||||
Note payable | 1,114,418 | $ 670,493 | $ 7,356 | ||||||||||||||||||||||||||||||||
Debt principal amount | 1,114,418 | 670,493 | 670,919 | ||||||||||||||||||||||||||||||||
Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 2,476 | ||||||||||||||||||||||||||||||||||
November 2021 2nd Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt due date | November 2, 2021 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 100,001 | 100,001 | |||||||||||||||||||||||||||||||||
November 2020 Frija Note [Member] | Kevin Frija [Member] | September and November 2021 [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt due date | November 2, 2021 | ||||||||||||||||||||||||||||||||||
December 2020 Frija Note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | $ 100,001 | 100,000 | ||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | 24% | |||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 5,243 | ||||||||||||||||||||||||||||||||||
Received amount | $ 500 | ||||||||||||||||||||||||||||||||||
January 2021 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 95,000 | $ 5,000 | |||||||||||||||||||||||||||||||||
Debt due date | January 2023 | ||||||||||||||||||||||||||||||||||
Debt due date | Jan. 14, 2022 | ||||||||||||||||||||||||||||||||||
February 2021 Frija Note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Note payable | 15,324 | ||||||||||||||||||||||||||||||||||
February 2021 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Debt due date | Feb. 25, 2022 | ||||||||||||||||||||||||||||||||||
April 2021 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 75,000 | ||||||||||||||||||||||||||||||||||
Debt due date | April 2022 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 43,550 | 89,920 | |||||||||||||||||||||||||||||||||
June 2021 Frija Note [Member] | Kevin Frija [Member] | From May and June 2021 [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | 100,001 | $ 100,001 | |||||||||||||||||||||||||||||||||
Debt principal amount | 68,760 | 100,001 | |||||||||||||||||||||||||||||||||
September 2021 Frija Note [Member] | Kevin Frija [Member] | September and November 2021 [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
September 2021 Frija Note [Member] | Kevin Frija [Member] | From June through September 2021 [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | $ 100,001 | |||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | 24% | |||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 100,001 | $ 100,001 | |||||||||||||||||||||||||||||||||
Debt due date | September 2022 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 87,099 | 100,001 | |||||||||||||||||||||||||||||||||
November 2021 Frija Note [Member] | Kevin Frija [Member] | September and November 2021 [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 100,001 | $ 100,001 | |||||||||||||||||||||||||||||||||
Debt principal amount | 100,001 | 100,001 | |||||||||||||||||||||||||||||||||
October 2021 Frija Note [Member] | Kevin Frija [Member] | October 2021 [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 100,001 | 100,001 | |||||||||||||||||||||||||||||||||
January 2022 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 40,001 | 60,000 | |||||||||||||||||||||||||||||||||
Debt due date | January 2023 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 100,001 | 60,000 | |||||||||||||||||||||||||||||||||
January 2022C Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt due date | January 2023 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 100,001 | ||||||||||||||||||||||||||||||||||
January 2022B Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 101,000 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 100,001 | ||||||||||||||||||||||||||||||||||
March 2022 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 101,000 | ||||||||||||||||||||||||||||||||||
Debt due date | March 2023 | ||||||||||||||||||||||||||||||||||
April 2022 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Debt due date | April 7, 2023 | ||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | $ 100,001 | |||||||||||||||||||||||||||||||||
April 2022 Frija Note [Member] | Kevin Frija [Member] | October 2021 [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Received amount | 100,001 | ||||||||||||||||||||||||||||||||||
June 2022 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 48,001 | $ 52,000 | |||||||||||||||||||||||||||||||||
Debt due date | May 2023 | ||||||||||||||||||||||||||||||||||
Debt principal amount | 100,001 | ||||||||||||||||||||||||||||||||||
September 2020 Frija Note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Received promissory note | $ 14,000 | ||||||||||||||||||||||||||||||||||
September 2020 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 1,000 | ||||||||||||||||||||||||||||||||||
September 2022 Frija Note One [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Received amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt due date | September 20, 2023 | ||||||||||||||||||||||||||||||||||
Debt principal amount | $ 15,000 | ||||||||||||||||||||||||||||||||||
November 2019 Frija Notes [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 2,476 | ||||||||||||||||||||||||||||||||||
November 15, 2019 Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 956 | ||||||||||||||||||||||||||||||||||
December 2019 Frija Notes [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 1,510 | ||||||||||||||||||||||||||||||||||
December 16, 2019 Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 4,084 | ||||||||||||||||||||||||||||||||||
January 2020 Frija Notes [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 9,671 | ||||||||||||||||||||||||||||||||||
February 2020 Frija Note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 21,963 | ||||||||||||||||||||||||||||||||||
April 2020 Frija Note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | $ 100,001 | 38,071 | |||||||||||||||||||||||||||||||||
june 2020 Frija note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | $ 53,243 | ||||||||||||||||||||||||||||||||||
Additional amount | $ 70,000 | ||||||||||||||||||||||||||||||||||
August 2020 Frija Note [Member} | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Note payable | 80,782 | ||||||||||||||||||||||||||||||||||
Received amount | $ 500 | ||||||||||||||||||||||||||||||||||
September 2020 Frija Note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,001 | ||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% | ||||||||||||||||||||||||||||||||||
Principal amount due and accrued interest | $ 500 | ||||||||||||||||||||||||||||||||||
Note payable | 94,157 | ||||||||||||||||||||||||||||||||||
November 2020 Frija Note [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||
Note payable | $ 96,173 | ||||||||||||||||||||||||||||||||||
November 2020 Frija Note [Member] | Kevin Frija [Member] | |||||||||||||||||||||||||||||||||||
Notes Payable – Related Parties (Details) [Line Items] | |||||||||||||||||||||||||||||||||||
Debt bears interest rate | 24% |
Notes Payable _ Related Parti_4
Notes Payable – Related Parties (Details) - Schedule of notes payable - related parties activity - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of notes payable - related parties activity [Abstract] | ||
Beginning Balance | $ 670,493 | $ 670,919 |
New borrowings | 555,005 | 765,007 |
Repayments of principal | (111,080) | (702,434) |
Ending Balance | $ 1,114,418 | $ 670,493 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 20, 2019 | Feb. 19, 2019 | Feb. 15, 2019 | |
Brikor Note [Member] | |||||
Convertible Notes Payable (Details) [Line Items] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18% | ||||
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. | ||||
Notes payable balance amount | $ 158,527 | $ 200,000 | |||
Interest expense | $ 52,348 | 36,000 | |||
Daiagi and Daiagi Note [Member] | |||||
Convertible Notes Payable (Details) [Line Items] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18% | ||||
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 | ||||
Notes payable balance amount | $ 157,453 | 200,000 | |||
Interest expense | $ 51,653 | 36,000 | |||
Amber Investments Note [Member] | |||||
Convertible Notes Payable (Details) [Line Items] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18% | ||||
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). | ||||
Notes payable balance amount | $ 158,527 | 200,000 | |||
Interest expense | $ 52,348 | 36,000 | |||
K & S Pride Note [Member] | |||||
Convertible Notes Payable (Details) [Line Items] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18% | ||||
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). | ||||
Notes payable balance amount | $ 159,576 | 200,000 | |||
Interest expense | $ 50,037 | 36,000 | |||
Surplus Depot Note [Member] | |||||
Convertible Notes Payable (Details) [Line Items] | |||||
Debt principal amount | $ 200,000 | ||||
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). | ||||
Notes payable balance amount | $ 158,527 | 200,000 | |||
Interest expense | $ 50,848 | $ 36,000 | |||
Annual interest rate | 18% |
Partners_ Deficit (Details)
Partners’ Deficit (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 19, 2020 | |
Partners’ Deficit (Details) [Line Items] | |||
Common stock shares issued (in Shares) | 2,828,124 | ||
Shares yet to be issued (in Shares) | 578,723 | ||
Annual dividend rate | 8% | ||
Beneficial ownership percentage | 4.99% | ||
Aggregate purchase price (in Dollars) | $ 5,000,000 | ||
Average daily volume weighted average price | 85% | ||
Aggregate value (in Dollars) | $ 25,000 | ||
Average daily trading value | 150% | ||
Trading days | 5 | ||
Percentage of issued and outstanding shares | 4.99% | ||
Subsequent financing | 50% | ||
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 | ||
Monthly basis rate | 0.6666% | ||
Conversion Price | 85% | ||
Discount rate | 15% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | ||
May 19, 2022 USD ($) m² | Oct. 31, 2019 USD ($) m² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||
Monthly rent increased | $ 15,500 | |||
Right to use asset | 378,426 | |||
Additional right of use assets and obligations | 109,993 | |||
Right to use asset obligation | 299,500 | |||
Amortized right to use asset | 124,613 | $ 73,724 | ||
Rent expense | $ 159,982 | $ 149,552 | ||
Total customers | two | |||
Net revenues percentage | 41% | |||
Accounts receivable | $ 178,796 | |||
Warehouse and Office Space – Related Party [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% | |||
Warehouse and Office Space [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Lease term | 5 years | |||
Warehouse store and office space (in Square Meters) | m² | 3,100 | |||
Monthly lease payment | $ 3,358 | |||
Percentage of rent increase annually | 5% | |||
Right to use asset | $ 157,363 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum payment on the lease | Dec. 31, 2022 USD ($) |
Schedule Of Future Minimum Payment On The Lease Abstract | |
2023 | $ 41,475 |
2024 | 43,549 |
2025 | 45,727 |
2026 | 48,013 |
2027 | 20,410 |
Total | $ 199,174 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||
Mar. 10, 2023 | Mar. 01, 2023 | Jul. 05, 2019 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Royalty expenses | $ 500 | $ 500,000 | ||
Settlement agreement, description | Pursuant to the terms of the License Agreement, the Company granted to EBL (i) the exclusive right to use U.S. trademark 5,486,616 for the mark ELF in International Class 34 for use in connection with electronic cigarette lighters; electronic cigarettes; smokeless cigarette vaporizer pipe, and all additional marks that the Company may obtain, use and notify EBL of from time to time (the “Mark”); (ii) the non-exclusive right to use U.S. patent number 8,205,622 (the “Patent” and together with the Mark, the “Intellectual Property”), in connection with electronic cigarettes, smokeless cigarette vaporizers and related products (the “Licensed Articles”) in the U.S.; and (iii) the right to manufacture, have manufactured for it, market, promote, advertise, use, sell and distribute then Licensed Articles subject to the terms and conditions of the License Agreement. | |||
Gross sale percentage | 5% | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Royalty expenses | $ 250,000 | |||
Forecast [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Royalty expenses | $ 500,000 | |||
EBL [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Royalty expenses | $ 500,000 |