VPR Brands (VPRB) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 13, 2016
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Entity Registrant Name	VPR Brands, LP.
Entity Central Index Key	1,376,231
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Units, Shares Outstanding		45,012,125

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2016	Dec. 31, 2015
ASSETS:
Cash	$ 35,470	$ 4,650
Inventory	$ 136,118
Advances to supplier		$ 54,700
TOTAL CURRENT ASSETS	$ 171,588	59,350
TOTAL ASSETS	171,588	59,350
CURRENT LIABILITIES AND TOTAL LIABILITIES:
Accounts payable	22,998	$ 16,815
Due to related party	17,060
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES	40,058	$ 16,815
PARTNERS' EQUITY:
Partners' Capital: Common units, 44,292,125 and 29,292,125 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively	5,830,633	5,680,633
Accumulated deficit	(5,699,103)	(5,638,098)
TOTAL PARTNERS' EQUITY	131,530	42,535
TOTAL LIABILITIES AND PARTNERS' EQUITY	$ 171,588	$ 59,350

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Partners' Equity, common units issued	44,292,125	29,292,125
Partners' Equity, common units outstanding	44,292,125	29,292,125

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
REVENUES		$ 342
EXPENSES:
Selling, general and administrative	$ 61,005	6,423
TOTAL EXPENSES	61,005	6,423
NET LOSS	$ (61,005)	$ (6,081)
LOSS PER COMMON UNIT	$ 0	$ 0
Weighted-Average Common Units Outstanding - Basic and Diluted	36,792,125	17,287,125

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
OPERATING ACTIVITIES:
Net Loss	$ (61,005)	$ (6,081)
Changes in operating assets and liabilities:
Inventory	(136,118)
Prepaid expenses	54,700
Accounts payable	6,183	$ (3,000)
Due to related party	17,060
NET CASH USED IN OPERATING ACTIVITIES	(119,180)	$ (9,081)
FINANCING ACTIVITIES:
Proceeds from private placement offering of common units	150,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	150,000
INCREASE (DECREASE) IN CASH	30,820	$ (9,081)
CASH - BEGINNING OF PERIOD	4,650	9,442
CASH - END OF PERIOD	$ 35,470	$ 361

STATEMENTS OF CHANGES IN PARTNE

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - USD ($)	Common Units [Member]	Partners' Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2014		$ 5,548,333	$ (5,544,651)	$ 3,682
Balance, units at Dec. 31, 2014	17,287,125
Shares issued for prepaid consulting services		12,500		12,500
Shares issued for prepaid consulting services, units	25,000
Common Units issued for prepaid consulting services		19,800		19,800
Common Units issued for prepaid consulting services, units	1,980,000
Private Placement		$ 100,000		100,000
Private Placement, units	10,000,000
Net Loss			$ (93,447)	(93,447)
Balance at Dec. 31, 2015		$ 5,680,633	$ (5,638,098)	42,535
Balance, units at Dec. 31, 2015	29,292,125
Private Placement		$ 150,000		150,000
Private Placement, units	15,000,000
Net Loss			$ (61,005)	(61,005)
Balance at Mar. 31, 2016		$ 5,830,633	$ (5,699,103)	$ 131,530
Balance, units at Mar. 31, 2016	44,292,125

BASIS OF PRESENTATION AND BUSIN

BASIS OF PRESENTATION AND BUSINESS DESCRIPTION	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [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 thereto for the period ended December 31, 2015 in our Form 10-K filed on April 7, 2016 with the SEC. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, or any other period. Business Description VPR Brands, LP (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 September 2, 2015, we amended our articles of incorporation to change 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 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 cigarette e-liquids marketed under the brand “Helium” in the United States and are undertaking efforts to establish distribution of our electronic cigarette e-liquids brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents. On March 4, 2016, the Company announced a new e-liquid innovation, namely Helium Hi Definition E-Liquid, that is chilled 20 degrees below room temperature by mini-chillers or desktop chillers designed by the Company to maintain optimum flavor, freshness and aroma by cooling the e-liquids (reducing the escape of molecules from the mixture of e-liquids into the headspace). Helium Hi Definition E-Liquid will come in (i) a 50ml, squeezable bottle with a drip tip, for our mini chillers, (ii) a 180ml bottle for our personal desktop chiller, or (iii) a sample pack of the 5 flavors offered which are a one-time use in 2ml tubes that are air tight. Helium Hi Definition E-Liquids were available for pre-orders on March 15, 2016 on VapeHelium.com and will be available for sale in Vape shops in the United States by April 1, 2016.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates Cash Cash includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less. Stock-Based Compensation Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company may issue shares as compensation in future periods for employee services. The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty's performance is complete. The Company may issue shares as compensation in future periods for services associated with the registration of the common shares. Revenue recognition The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. Revenue is recognized when persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. Basic and Diluted Net Loss Per Share Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive. Income taxes The Company is considered a partnership for income tax purposes. Accordingly, the partners report the Partnership's taxable income or loss on their individual tax returns. Recent Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, "Inventory." ASU 2015-11 simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not expect ASU 2015-11 will have a material impact on its statement of financial position or financial statement disclosures.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2016
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, has incurred a net loss of $61,005 for the three months ended March 31, 2016, and has an accumulated deficit of $5,699,103 at March 31, 2016. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

ASSET PURCHASE AND INTANGIBLE A

ASSET PURCHASE AND INTANGIBLE ASSET	3 Months Ended
	Mar. 31, 2016
Goodwill and Intangible Assets Disclosure [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 the Company and Guocheng “Greg” Pan, a natural person, pursuant to which the Company 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, the Company issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of the Company and a warrant to purchase 2,000,000 common units representing limited partnership units of the Company. The warrants entitle Mr. Pan (or his designees) to purchase the Company’s common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement. The company accounted for the acquisition in accordance with ASC 805-50-15 as an acquisition of assets rather than a business. 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 million at the time of purchase. During the year ended December 31, 2014 the Company determined due to lack of sales and projected sales and completion in the industry the value of the patent should be significantly reduced. As a result the Company has written off the entire patent.

RELATED PARTY

RELATED PARTY	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
RELATED PARTY	NOTE 5: RELATED PARTY During the three months ended March 31, 2016, the Company used the services of a related party and incurred cost of $17,060 which has been accrued as of March 31, 2016.

PARTNER EQUITY_COMMON UNITS

PARTNER EQUITY/COMMON UNITS	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity Note [Abstract]
PARTNER EQUITY/COMMON UNITS	NOTE 6: PARTNER EQUITY/COMMON UNITS On May 29, 2015, the Company, entered into a Share Purchase Agreement with Kevin Frija (“Frija Share Purchase Agreement”) for a private placement (“Private Placement”) of up to 50,000,000 common units representing limited partnership interest of the Company. The Private Placement has been expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 shares of its Common Units to Kevin Frija at a purchase price of $0.01 per share, resulting in gross proceeds of $100,000 to the Company. In subsequent tranches, Kevin Frija has the right to buy an additional 40,000,000 Common Units at a purchase price of $0.01 per share. The Company has been expecting to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches of the Private Placement, which is expected to be completed by September, 2016. No placement agent has participated in the Private Placement. In connection with the Share Purchase Agreement, the Company 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 (the “General Partner”). Contemporaneous with Mr. Frija’s appointment as chief executive officer and chairman of the board of Directors, the Company’s prior chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, 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 General Partner and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration his resignation as chief executive officer, the Company and the General Partner 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 of the Company’s Common Units, at a price of $0.01 per share. 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. In April 2015, the Company issued 25,000 of the Company’s Common Units to a third party in exchange for consulting sales and marketing services for the Company valued at $12,500. In August 2015, the Company issued 1,980,000 of the Company’s common unit to the former CEO, Jon Pan in exchange consulting services totaling $19,800. On March 28, 2016, pursuant to the terms of the Frija Share Purchase Agreement, Mr. Frija exercised a right to buy 15,000,000 shares of the Common Units at a purchase price of $0.01 per share, resulting in 15,000,000 shares of Common Units issued to Mr. Frija in exchange for gross proceeds of $150,000 to the Company, leaving a balance of 25,000,000 shares of Common Units to purchase at $0.01 per share under the right to buy under the Frija Share Purchase Agreement.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7: 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 March 31, 2016, 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	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8: SUBSEQUENT EVENTS On April 29, 2016, the Company issued an aggregate of 720,000 common units, valued at $0.02 per common unit (for an aggregate of $14,400), to four consultants as total compensation paid-in-advance for services related to product development, creative direction and sales and marketing to be provided under their respective consulting agreements with the Company.

SUMMARY OF SIGNIFICANT ACCOUN15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates
Cash	Cash Cash includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less.
Stock-based Compensation	Stock-Based Compensation Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company may issue shares as compensation in future periods for employee services. The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty's performance is complete. The Company may issue shares as compensation in future periods for services associated with the registration of the common shares.
Revenue Recognition	Revenue recognition The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. Revenue is recognized when persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured.
Basic and Diluted Net Loss Per Share	Basic and Diluted Net Loss Per Share Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive.
Income taxes	Income taxes The Company is considered a partnership for income tax purposes. Accordingly, the partners report the Partnership's taxable income or loss on their individual tax returns.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, "Inventory." ASU 2015-11 simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not expect ASU 2015-11 will have a material impact on its statement of financial position or financial statement disclosures.

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
GOING CONCERN [Abstract]
Net loss	$ 61,005	$ 6,081	$ 93,447
Accumulated deficit	$ 5,699,103		$ 5,638,098

ASSET PURCHASE AND INTANGIBLE17

ASSET PURCHASE AND INTANGIBLE ASSET (Details)	12 Months Ended
	Dec. 31, 2013$ / sharesshares
Goodwill and Intangible Assets Disclosure [Abstract]
Common units issued for patent acquisition	10,501,700
Number of common units issuable under warrant	2,000,000
Warrant exercise price | $ / shares	$ 0.15
Warrant term	10 years

RELATED PARTY (Details)

RELATED PARTY (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Related Party Transactions [Abstract]
Due to related parties	$ 17,060

PARTNER EQUITY_COMMON UNITS (De

PARTNER EQUITY/COMMON UNITS (Details) - USD ($)	Jun. 04, 2015	Mar. 31, 2016	Aug. 31, 2015	Apr. 30, 2015	Mar. 31, 2016	Sep. 30, 2016	Dec. 31, 2015	May. 29, 2015
Class of Warrant or Right [Line Items]
Common Units Issued in exchange for services							$ 12,500
Private Placement					$ 150,000		100,000
Common Units issued for prepaid consulting services							$ 19,800
Common Units [Member]
Class of Warrant or Right [Line Items]
Common Units Issued in exchange for services				$ 12,500
Common Units Issued in exchange for services, units				25,000			25,000
Private Placement
Private Placement, units					15,000,000		10,000,000
Common Units issued for prepaid consulting services
Common Units issued for prepaid consulting services, units							1,980,000
Mr. Kevin Frijia [Member] | Common Units [Member]
Class of Warrant or Right [Line Items]
Sale of Common Units, units		15,000,000
Aggregate proceeds from sale of common units		$ 150,000
Purchase price for each common unit	$ 0.01	$ 0.01			$ 0.01			$ 0.01
Common Units Issued in exchange for services		$ 15,000,000
Share Purchase Agreement, total units to be issued								50,000,000
Private Placement	$ 100,000
Private Placement, units	10,000,000
Mr. Kevin Frijia [Member] | Forecast [Member] | Common Units [Member]
Class of Warrant or Right [Line Items]
Private Placement						$ 400,000
Private Placement, units						40,000,000
Remaining units that can be purchased under agreement						25,000,000
Mr. Jon Pan [Member] | Common Units [Member]
Class of Warrant or Right [Line Items]
Purchase price for each common unit							$ 0.01
Share Purchase Agreement, total units to be issued							10,000,000
Common Units issued for prepaid consulting services			$ 19,800
Common Units issued for prepaid consulting services, units			1,980,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Forecast [Member] - Common Units [Member] - Subsequent Events [Member]	1 Months Ended
	Apr. 30, 2016USD ($)$ / sharesshares
Subsequent Event [Line Items]
Common units issued during period, shares | shares	720,000
Value of common units issued during period | $	$ 14,400
Purchase price for each common unit | $ / shares	$ .02