VPR Brands (VPRB) 10-Q 19 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 19, 2015
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Entity Registrant Name	Soleil Capital L.P.
Entity Central Index Key	1,376,231
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Units, Shares Outstanding		27,312,125

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
ASSETS:
Cash	$ 94,279	$ 9,442
TOTAL CURRENT ASSETS	94,279	9,442
TOTAL ASSETS	$ 94,279	9,442
LIABILITIES:
Accounts payable and other accrued liabilities		$ 5,760
Due to Shareholder	$ 8,000
TOTAL CURRENT LIABILITIES	8,000	$ 5,760
TOTAL LIABILITIES	8,000	5,760
PARTNERS' EQUITY:
Partners' Capital 50,000,000 authorized; Common units, 27,312,125 and 17,287,125 issued and outstanding as of June 30, 2015 and December 31, 2014 respectively	5,660,833	5,548,333
Accumulated deficit	(5,574,554)	(5,544,651)
TOTAL PARTNERS' EQUITY	86,279	3,682
TOTAL LIABILITIES AND PARTNERS' EQUITY	$ 94,279	$ 9,442

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - shares	Jun. 30, 2015	Dec. 31, 2014
BALANCE SHEETS [Abstract]
Partners' Capital, common units authorized	50,000,000	50,000,000
Partners' Capital, common units issued	27,312,125	17,287,125
Partners' Capital, common units outstanding	27,312,125	17,287,125

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
STATEMENTS OF OPERATIONS [Abstract]
REVENUES			$ 342
EXPENSES:
General and administrative	$ 23,822	$ 12,709	30,245	$ 18,959
TOTAL EXPENSES	23,822	12,709	30,245	18,959
NET LOSS	$ (23,822)	$ (12,709)	$ (29,903)	$ (18,959)
LOSS PER COMMON UNIT	$ 0	$ 0	$ 0	$ 0
Weighted-Average Common Units Outstanding - Basic and Diluted	20,628,792	13,127,125	18,957,958	13,127,125

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
OPERATING ACTIVITIES:
Net Loss	$ (29,903)	$ (18,959)
Shares issued in exchange for services	12,500
Changes in operating assets and liabilities:
Accounts payable and other accrued liabilities	(5,760)	$ 12,584
NET CASH USED IN OPERATING ACTIVITIES	(23,163)	$ (6,375)
FINANCING ACTIVITIES:
Proceeds from private placement offering of common units	100,000
Proceeds of loans payable- shareholder	8,000	$ 6,375
NET CASH PROVIDED BY FINANCING ACTIVITIES	108,000	$ 6,375
INCREASE IN CASH	84,837
CASH - BEGINNING OF PERIOD	9,442
CASH - END OF PERIOD	$ 94,279

Statements of Changes in Partne

Statements of Changes in Partners' Capital - USD ($)	Total	Common Units [Member]	Partners' Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2013	$ 5,323,508		$ 5,448,333	$ (124,825)
Balance, units at Dec. 31, 2013		13,127,125
Sale of Common Units	100,000		100,000
Sale of Common Units, units		200,000
Execution of Stock Options		3,960,000
Net Loss	(5,419,826)			(5,419,826)
Balance at Dec. 31, 2014	3,682		5,548,333	(5,544,651)
Balance, units at Dec. 31, 2014		17,287,125
Shares Issued in exchange for services	12,500		12,500
Shares Issued in exchange for services, units		25,000
Private Placement	100,000		100,000
Private Placement, units		10,000,000
Net Loss	(29,903)			(29,903)
Balance at Jun. 30, 2015	$ 86,279		$ 5,660,833	$ (5,574,554)
Balance, units at Jun. 30, 2015		27,312,125

BASIS OF PRESENTATION AND BUSIN

BASIS OF PRESENTATION AND BUSINESS DESCRIPTION	6 Months Ended
	Jun. 30, 2015
BASIS OF PRESENTATION AND BUSINESS DESCRIPTION [Abstract]
BASIS OF PRESENTATION AND BUSINESS DESCRIPTION	NOTE 1: BASIS OF PRESENTATION AND BUSINESS DESCRIPTION The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company's most recent audited financial statements and notes hereto as of December 31, 2014. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or any other period. Soliel Capital L.P. (the “Company”, “we”, “our”) was incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles of incorporation were amended on August 5, 2004, to change our name to Jobsinsite, Inc. on June 18, 2009 we merged with a Delaware corporation and became Jobsinsite, Inc., and 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 May 29, 2015, the Company, entered into a Share Purchase Agreement with Kevin Frija for a private placement (“Private Placement”) of up to 50,000,000 The Private Placement is expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 0.01 100,000 40,000,000 400,000 In connection with the Share Purchase Agreement, the Company has named Kevin Frija chief executive officer and chairman of the board of directors of the Company and as a manager of the Company's general partner, Soleil Capital Management LLC. Contemporaneous with Mr. Frija's appointment as chief executive officer and chairman of the board of Directors, the Company's current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, have resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors of the Company and as a manager of the Company's general partner, Soleil Capital Management LLC and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration and as severance, for Jon Pan's resignation as chief executive officer, the Company and Soleil Capital Management LLC have entered into that certain Share Purchase Agreement with Jon Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 0.01 Business Description The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the US and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarettes marketed under the brand “Red” in the United States and are undertaking efforts to establish distribution of our electronic cigarette brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less. Revenue recognition The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company has historically recorded revenue after payments for services have been received, which is at the time services are provided. Fair Value Measurements We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Recent Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2015
GOING CONCERN [Abstract]
GOING CONCERN	NOTE 3: GOING CONCERN The accompanying consolidated 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 generated minimal revenues since inception and has an accumulated loss of $ 5,570,554

ASSET PURCHASE AND INTANGIBLE A

ASSET PURCHASE AND INTANGIBLE ASSET	6 Months Ended
	Jun. 30, 2015
ASSET PURCHASE AND INTANGIBLE ASSET [Abstract]
ASSET PURCHASE AND INTANGIBLE ASSET	NOTE 4: ASSET PURCHASE AND INTANGIBLE ASSET On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among Soleil and Guocheng "Greg" Pan, a natural person, pursuant to which Soleil agreed to purchase certain electronic cigarette patents owned and invented by Mr. Pan (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased Assets, Soleil issued to Mr. Pan (and certain of his designees) 10,501,700 2,000,000 0.15 ten Patents were valued based on a certified appraisal received by the Company. The Company took into consideration the appraisal, number of shares issued, warrants issued, valuation of the traded stock at the time of issuance and similar patents sold during the year. Based on these assumptions the Company has valued the assets purchased at approximately $ 5.5

PARTNER EQUITY_COMMON UNITS

PARTNER EQUITY/COMMON UNITS	6 Months Ended
	Jun. 30, 2015
PARTNER EQUITY/COMMON UNITS [Abstract]
PARTNER EQUITY/COMMON UNITS	NOTE 5: PARTNER EQUITY/COMMON UNITS On May 29, 2015, the Company, entered into a Share Purchase Agreement with Kevin Frija for a private placement (“Private Placement”) of up to 50,000,000 The Private Placement is expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 0.01 100,000 40,000,000 400,000 In connection with the Share Purchase Agreement, the Company has named Kevin Frija chief executive officer and chairman of the board of directors of the Company and as a manager of the Company's general partner, Soleil Capital Management LLC. Contemporaneous with Mr. Frija's appointment as chief executive officer and chairman of the board of Directors, the Company's current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, have resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors of the Company and as a manager of the Company's general partner, Soleil Capital Management LLC and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration and as severance, for Jon Pan's resignation as chief executive officer, the Company and Soleil Capital Management LLC have entered into that certain Share Purchase Agreement with John Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 0.01 In April 2015, the Company issued 25,000 12,500

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2015
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6: COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of June 30, 2014, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2015
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 7: SUBSEQUENT EVENTS The Company, Soleil Capital Management LLC and Greg Pan entered into a Termination of Share Purchase Agreement on August 18, 2015, which terminated the Share Purchase Agreement, dated June 1, 2015, among the Company, Soleil Capital Management LLC and Greg Pan.

SUMMARY OF SIGNIFICANT ACCOUN14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy)	6 Months Ended
	Jun. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Cash	Cash Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less.
Revenue Recognition	Revenue recognition The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company has historically recorded revenue after payments for services have been received, which is at the time services are provided.
Fair Value Measurements	Fair Value Measurements We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities
Recent Accounting Pronouncements	Recent Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

BASIS OF PRESENTATION AND BUS15

BASIS OF PRESENTATION AND BUSINESS DESCRIPTION (Details) - USD ($)	6 Months Ended	15 Months Ended
	Jun. 30, 2015	Sep. 30, 2016
Private Placement	$ 100,000
Common Units [Member]
Private Placement, units	10,000,000
Mr. Kevin Frija [Member] | Common Units [Member]
Share Purchase Agreement, total units to be issued	50,000,000
Private Placement	$ 100,000
Private Placement, units	10,000,000
Shares issued, price per share	$ 0.01
Mr. Kevin Frija [Member] | Common Units [Member] | Forecast [Member]
Private Placement		$ 400,000
Private Placement, units		40,000,000
Mr. Jon Pan [Member] | Common Units [Member]
Share Purchase Agreement, total units to be issued	10,000,000
Share price	$ 0.01

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended	131 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Jun. 30, 2015
GOING CONCERN [Abstract]
Net loss	$ 23,822	$ 12,709	$ 29,903	$ 18,959	$ 5,419,826	$ 5,570,554

ASSET PURCHASE AND INTANGIBLE17

ASSET PURCHASE AND INTANGIBLE ASSET (Details) - Dec. 31, 2013 - USD ($) $ / shares in Units, $ in Millions	Total
ASSET PURCHASE AND INTANGIBLE ASSET [Abstract]
Common units issued for patent acquisition	10,501,700
Number of common units issuable under warrant	2,000,000
Warrant exercise price	$ 0.15
Warrant term	10 years
Patents value	$ 5.5

PARTNER EQUITY_COMMON UNITS (De

PARTNER EQUITY/COMMON UNITS (Details) - USD ($)	6 Months Ended	15 Months Ended
	Jun. 30, 2015	Sep. 30, 2016
Private Placement	$ 100,000
Shares Issued in exchange for services	$ 12,500
Common Units [Member]
Private Placement, units	10,000,000
Shares Issued in exchange for services, units	25,000
Mr. Kevin Frija [Member] | Common Units [Member]
Share Purchase Agreement, total units to be issued	50,000,000
Private Placement	$ 100,000
Private Placement, units	10,000,000
Shares issued, price per share	$ 0.01
Mr. Kevin Frija [Member] | Common Units [Member] | Forecast [Member]
Private Placement		$ 400,000
Private Placement, units		40,000,000
Mr. Jon Pan [Member] | Common Units [Member]
Share Purchase Agreement, total units to be issued	10,000,000
Share price	$ 0.01