VPR Brands (VPRB) 10-Q 21 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 14, 2016
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 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	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Units, Shares Outstanding		50,672,125

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2016	Dec. 31, 2015
ASSETS:
Cash	$ 214,192	$ 4,650
Accounts Receivable (Net of Allowance)	445,831
Inventory	216,071
Advances to supplier		54,700
TOTAL CURRENT ASSETS	876,094	59,350
Intangible Assets	27,285
Fixed Assets, net of accumulated depreciation of -0- for September 30, 2016 and December 31, 2015	10,446
TOTAL ASSETS	913,825	59,350
CURRENT LIABILITIES:
Accounts payable and accrued expenses	59,593	16,815
Notes Payable-Current Portion	246,000
TOTAL CURRENT LIABILITIES	305,593	16,815
LONG TERM LIABILITIES:
Notes Payable	546,918
TOTAL LIABILITIES	852,511	16,815
PARTNERS' EQUITY:
Partners' Capital; Common units, 50,672,125 and 29,292,125 issued and outstanding as of September 30, 2016 and December 31, 2015 respectively	5,908,233	5,680,633
Accumulated deficit	(5,846,919)	(5,638,098)
TOTAL PARTNERS' EQUITY	61,314	42,535
TOTAL LIABILITIES AND PARTNERS' EQUITY	$ 913,825	$ 59,350

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Fixed Assets, net of accumulated depreciation	$ 0	$ 0
Partners' Equity, common units issued	50,672,125	29,292,125
Partners' Equity, common units outstanding	50,672,125	29,292,125

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
REVENUES	$ 608,354		$ 669,880	$ 342
Cost of Sales	(409,800)		(446,736)
Gross Profit	198,554		223,144	342
EXPENSES:
Selling, General and Administrative	312,856	18,662	424,684	48,907
TOTAL EXPENSES	312,856	18,662	424,684	48,907
NET OPERATING LOSS	(114,302)	(18,662)	(201,540)	(48,565)
OTHER INCOME AND EXPENSE:
Interest Income	12		12
Interest Expense	(7,293)		(7,293)
TOTAL OTHER EXPENSES	(7,281)		(7,281)
NET LOSS	$ (121,583)	$ (18,662)	$ (208,821)	$ (48,565)
LOSS PER COMMON UNIT	$ 0	$ 0	$ 0	$ 0
Weighted-Average Common Units Outstanding - Basic and Diluted	50,672,125	28,632,125	43,545,458	22,182,680

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
OPERATING ACTIVITIES:
Net Loss	$ (208,821)	$ (48,565)
Adjustments to reconcile net loss to cash used in operating activities:
Shares issued for services	27,600	32,300
Changes in operating assets and liabilities:
Inventory	(474,814)
Accounts Receivable	219,353
Prepaid Expenses	54,700	(13,301)
Customer Deposits	(63,726)
Accrued Interest	7,293
Accounts payable	42,778	(4,260)
NET CASH USED IN OPERATING ACTIVITIES	(395,637)	(33,826)
INVESTING ACTIVITIES:
Purchase of fixed assets	(10,446)
Cash flows used in investing activities:	(10,446)
FINANCING ACTIVITIES:
Proceeds from notes payable	500,000
Payments notes payable-Acquisition	(84,375)
Proceeds from private placement offering of common units	200,000	100,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	615,625	100,000
(DECREASE) INCREASE IN CASH	209,542	66,174
CASH - BEGINNING OF PERIOD	4,650	9,442
CASH - END OF PERIOD	214,192	75,616
SCHEDULE OF NON-CASH ACTIVITY FOR ACQUISITION:
Customer List and Brand Name	27,285
Inventory	258,743
Accounts Receivable	147,698
Customer Deposits	(63,726)
Notes Payable	(370,000)
Net Cash Paid

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
Common Units Issued in exchange for services		12,500		12,500
Common Units Issued in exchange for 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
Shares Purchased Per Agreement		200,000		200,000
Shares Purchased Per Agreement, units	20,000,000
Shares Issued in Exchange for Services		27,600		27,600
Shares Issued in Exchange for Services, units	1,380,000
Net Loss			(208,821)	(208,821)
Balance at Sep. 30, 2016		$ 5,908,233	$ (5,846,919)	$ 61,314
Balance, units at Sep. 30, 2016	50,672,125

BASIS OF PRESENTATION AND BUSIN

BASIS OF PRESENTATION AND BUSINESS DESCRIPTION	9 Months Ended
	Sep. 30, 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 and nine months ended September 30, 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 have been available for sale in Vape shops in the United States since April 1, 2016. On July 29, 2016, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Vapor Corp. (“Vapor”) and the Company’ Chief Executive Officer, Kevin Frija (the former Chief Executive Officer of Vapor), pursuant to which Vapor sold Vapor’s wholesale operations and inventory related thereto (collectively, “Assets”) to the Company, which Vapor’s business is operated at 3001 Griffin Road, Dania Beach, Florida 33312 (the “Dania Beach Premises”). The transactions contemplated by the Purchase Agreement closed on July 29, 2016. See note 4, Asset Purchase and Secured Borrowing for further details, concerning total considerations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board 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 it financial position, results of operations, and cash flow when implemented.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 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 $208,821 for the nine months ended September 30, 2016, and has an accumulated deficit of $5,846,919 at September 30, 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 SECURED BORR

ASSET PURCHASE AND SECURED BORROWING	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
ASSET PURCHASE AND SECURED BORROWING	NOTE 4: ASSET PURCHASE AND SECURED BORROWING On July 29, 2016, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Vapor Corp. (“Vapor”) and the Company’ Chief Executive Officer, Kevin Frija (the former Chief Executive Officer of Vapor), pursuant to which Vapor sold Vapor’s wholesale operations and inventory related thereto (collectively, “Assets”) to the Company. The transactions contemplated by the Purchase Agreement closed on July 29, 2016. The consideration consisted of: ● A secured, one-year promissory note from the Company to Vapor in the principal amount of $370,000 (the “Acquisition Note”) bearing an interest rate of 4.5%, which payments thereunder are $10,000 per month, with such payments deferred and commencing on October 28, 2016, with a balloon payment of the remainder of principal and interest on July 29, 2017. Current balance including accrued interest is $288,171. In exchange for a $500,000 loan from Vapor to the Company, a secured, 36-month promissory note from the Company to Vapor in the principal amount of $500,000 (the “Secured Promissory Note”; together with the Acquisition Note, are referred to herein as the “Notes”) bearing an interest rate of prime plus 2% (which rate resets annually on July 29th), which payments thereunder are $14,000 per month, with such payments deferred and commencing on January 26, 2017, with subsequent installments payable on the same day of each month thereafter and in the 37th month (on July 29, 2019), a balloon payment for all remaining accrued interest and principal. Current balance including accrued interest is $504,747. ● The assumption by the Company of certain liabilities related to Vapor’s wholesale operations, including but not limited to the month-to-month lease for the Dania Beach Premises (“Assumption of Liabilities”). Notwithstanding the above, pursuant to the Purchase Agreement, Vapor continues to own its accounts receivable from its wholesale operations as of July 29, 2016. However, Vapor agreed to use its commercially reasonable efforts, consistent with standard industry practice, to collect such accounts receivable, and any and all amounts so collected (i) up to $150,000 (net of any refunds) in the aggregate shall be credited against payment of the Acquisition Note and (ii) in excess of $150,000 (up to $95,800) will be transferred to Mr. Frija as consideration for the transfer to Vapor by Mr. Frija of 1,405,910,203 shares of Vapor’s common stock that he had acquired on the open market (“Retired Shares”). The Purchase Agreement contained customary representations, warranties, and covenants of the Company and Vapor. Vapor also agreed to a restrictive covenant prohibiting it from competing with the Company for a period of three years in the wholesale distribution of electronic cigarette products that comprise the Assets. The purchase consideration paid to the Seller was allocated to the preliminary fair value of the net tangible assets acquired, The preliminary purchase price allocation was based, in part, on management’s knowledge of Vapor Corp. business. Assets acquired and liabilities assumed at fair value Customer List and Brand Name $ 27,285 Inventory $ 258,743 Accounts Receivable $ 147,698 Customer Deposits $ (63,726 ) Note Payable-Short term (paid by Acct. Receivable) $ (370,000 ) The following presents the unaudited pro-forma combined results of operations of the Company with Vapor Corp. as if both Acquisitions occurred on January 1, 2015. September 30, September 30, 2016 2015 2016 2015 REVENUES $ 877,805 $ 1,894,822 $ 5,592,433 $ 4,872,895 Cost of Sales (644,896 ) (1,517,327 ) (4,661,874 ) (4,215,138 ) Gross Profit 232,909 377,495 930,559 657,757 EXPENSES: Selling, General and Administrative 380,325 620,747 955,978 1,332,505 TOTAL EXPENSES 380,325 620,747 955,978 1,332,505 NET LOSS (147,416 ) (243,252 ) (25,419 ) (674,748 ) LOSS PER COMMON UNIT (0.00 ) (0.02 ) (0.00 ) (0.00 ) Weighted-Average Common Units Outstanding — Basic and Diluted 44,292,125 15,156,473 39,292,125 22,182,680 The unaudited pro-forma results of operations are presented for information purposes only and are based on estimated financial operations. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Company closed the acquisition effective 1/1/15.

RELATED PARTY

RELATED PARTY	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
RELATED PARTY	NOTE 5: RELATED PARTY During the nine months ended September 30, 2016, the Company used the services of a related party of Company owned by its CEO, and incurred cost of $21,393.

PARTNER EQUITY_COMMON UNITS

PARTNER EQUITY/COMMON UNITS	9 Months Ended
	Sep. 30, 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 Common Units to Kevin Frija at a purchase price of $0.01 per unit, 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 unit. 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 unit. 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 Units 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 Common Units at a purchase price of $0.01 per unit, resulting in 15,000,000 Common Units issued to Mr. Frija in exchange for gross proceeds of $150,000 to the Company, leaving a balance of 25,000,000 Common Units to purchase at $0.01 per unit under the right to buy under the Frija Share Purchase Agreement. 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. On May 23, 2016 ($20,000) and May 31, 2016 ($20,000) and June 16, 2016 ($10,000), pursuant to the terms of the Frija Share Purchase Agreement, Mr. Frija exercised a right to buy 5,000,000 Common Units at a purchase price of $0.01 per unit, resulting in 5,000,000 Common Units issued to Mr. Frija in exchange for total gross proceeds of $50,000 to the Company, leaving a balance of 20,000,000 Common Units to purchase at $0.01 per unit (an aggregate purchase price of $200,000) under the right to buy under the Frija Share Purchase Agreement. On August 18, 2016, the Company issued 660,000 of the Company’s Common Units to employees and consultants of the Company. The shares were issued for services totaling $13,200.

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2016
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 7: NOTES PAYABLE As per the acquisition Term Original Amount Current Rate One Year Note $ 370,000 $ 288,171 4.5 % Three Year Note 500,00 504,747 Prime + 2 %

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8: 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 September 30, 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	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9: SUBSEQUENT EVENTS None

SUMMARY OF SIGNIFICANT ACCOUN16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board 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 it financial position, results of operations, and cash flow when implemented.

ASSET PURCHASE AND SECURED BO17

ASSET PURCHASE AND SECURED BORROWING (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Assets acquired and liabilities assumed at fair value	Assets acquired and liabilities assumed at fair value Customer List and Brand Name $ 27,285 Inventory $ 258,743 Accounts Receivable $ 147,698 Customer Deposits $ (63,726 ) Note Payable-Short term (paid by Acct. Receivable) $ (370,000 )
Unaudited pro-forma combined results of operations	September 30, September 30, 2016 2015 2016 2015 REVENUES $ 877,805 $ 1,894,822 $ 5,592,433 $ 4,872,895 Cost of Sales (644,896 ) (1,517,327 ) (4,661,874 ) (4,215,138 ) Gross Profit 232,909 377,495 930,559 657,757 EXPENSES: Selling, General and Administrative 380,325 620,747 955,978 1,332,505 TOTAL EXPENSES 380,325 620,747 955,978 1,332,505 NET LOSS (147,416 ) (243,252 ) (25,419 ) (674,748 ) LOSS PER COMMON UNIT (0.00 ) (0.02 ) (0.00 ) (0.00 ) Weighted-Average Common Units Outstanding — Basic and Diluted 44,292,125 15,156,473 39,292,125 22,182,680

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2016
Notes Payable Tables
Schedule of Notes Payable	Term Original Amount Current Rate One Year Note $ 370,000 $ 288,171 4.5 % Three Year Note 500,00 504,747 Prime + 2 %

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
GOING CONCERN [Abstract]
Net loss	$ 121,583	$ 18,662	$ 208,821	$ 48,565	$ 93,447
Accumulated deficit	$ 5,846,919		$ 5,846,919		$ 5,638,098

ASSET PURCHASE AND SECURED BO20

ASSET PURCHASE AND SECURED BORROWING (Narrative) (Details) - USD ($)	1 Months Ended
	Jan. 26, 2017	Jul. 29, 2016	Sep. 30, 2016	Dec. 31, 2015
Notes payable including accrued interest			$ 246,000
Vapor Corp. [Member]
Accounts receivable collected		$ 150,000
Payment of acquisition note to Mr. Frija		150,000
Consideration transferred to Mr. Frija		$ 95,800
Number of shares transferred to Mr. Frija		1,405,910,203
Asset Purchase Agreement with Vapor Corp [Member] | Secured Promissory Note [Member]
Notes payable including accrued interest			504,747
Secured promissory note		$ 500,000
Interest rate on secured debt		2.00%
Amount of exchanged loan		$ 500,000
Asset Purchase Agreement with Vapor Corp [Member] | Secured Promissory Note [Member] | Subsequent Events [Member] | Scenario, Forecast [Member]
Monthly payment	$ 14,000
Asset Purchase Agreement with Vapor Corp [Member] | Acquisition Note [Member]
Promissory note amount		$ 370,000
Term of note		1 year
Interest rate		4.50%
Monthly payment		$ 10,000
Notes payable including accrued interest			$ 288,171

ASSET PURCHASE AND SECURED BO21

ASSET PURCHASE AND SECURED BORROWING (Schedule of Assets acquired and liabilities assumed at fair value) (Details) - Vapor Corp. [Member]	Jul. 29, 2016USD ($)
Assets acquired and liabilities assumed at fair value
Customer List and Brand Name	$ 27,285
Inventory	258,743
Accounts Receivable	147,698
Customer Deposits	(63,726)
Note Payable-Short term (paid by Acct. Receivable)	(370,000)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net

ASSET PURCHASE AND SECURED BO22

ASSET PURCHASE AND SECURED BORROWING (Schedule of unaudited pro-forma combined results of operations) (Details) - Vapor Corp. [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
REVENUES	$ 877,805	$ 1,894,822	$ 5,592,433	$ 4,872,895
Cost of Sales	(644,896)	(1,517,327)	(4,661,874)	(4,215,138)
Gross Profit	232,909	377,495	930,559	657,757
EXPENSES:
Selling, General and Administrative	380,325	620,747	955,978	1,332,505
TOTAL EXPENSES	380,325	620,747	955,978	1,332,505
NET LOSS	$ (147,416)	$ (243,252)	$ (25,419)	$ (674,748)
LOSS PER COMMON UNIT	$ 0	$ (0.02)	$ 0	$ 0
Weighted-Average Common Units Outstanding - Basic and Diluted	44,292,125	15,156,473	39,292,125	22,182,680

RELATED PARTY (Details)

RELATED PARTY (Details)	9 Months Ended
	Sep. 30, 2016USD ($)
Related Party Transactions [Abstract]
Expenses incurred with related party	$ 21,393

PARTNER EQUITY_COMMON UNITS (De

PARTNER EQUITY/COMMON UNITS (Details) - USD ($)	Jun. 04, 2015	Aug. 18, 2016	Jun. 16, 2016	Apr. 30, 2016	Mar. 31, 2016	Aug. 31, 2015	Apr. 30, 2015	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2015	May 29, 2015
Class of Warrant or Right [Line Items]
Common Units Issued in exchange for services										$ 27,600
Private Placement											$ 100,000
Common Units issued for prepaid consulting services											$ 19,800
Common units [Member]
Class of Warrant or Right [Line Items]
Purchase price for each common unit				$ 0.02
Common Units Issued in exchange for services				$ 14,400			$ 12,500
Common Units Issued in exchange for services, units				720,000			25,000			1,380,000
Private Placement, units											10,000,000
Common Units issued for prepaid consulting services, units											1,980,000
Common units [Member] | Mr. Kevin Frijia [Member]
Class of Warrant or Right [Line Items]
Sale of Common Units, units					15,000,000					5,000,000
Aggregate proceeds from sale of common units			$ 50,000		$ 150,000
Purchase price for each common unit	$ 0.01		$ 0.01		$ 0.01			$ 0.01	$ 0.01	$ 0.01
Common Units Issued in exchange for services					$ 15,000,000			$ 200,000		$ 50,000
Common Units Issued in exchange for services, units										5,000,000
Share Purchase Agreement, total units to be issued												50,000,000
Private Placement	$ 100,000								$ 400,000
Private Placement, units	10,000,000								40,000,000
Remaining units that can be purchased under agreement								20,000,000	25,000,000
Common units [Member] | Mr. Jon Pan [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
Common units [Member] | Employees and consultants [Member]
Class of Warrant or Right [Line Items]
Common Units Issued in exchange for services		$ 13,200
Common Units Issued in exchange for services, units		660,000

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)	9 Months Ended
	Sep. 30, 2016USD ($)
One Year Note [Member]
Original Amount	$ 370,000
Current Balance	$ 288,171
Rate	4.50%
Three Year Note [Member]
Original Amount	$ 50,000
Current Balance	$ 504,747
Percentage Above Prime Rate	2.00%