VPR Brands (VPRB) 10-K 18 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 17, 2018	Jun. 30, 2017
Document and Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Entity Registrant Name	VPR Brands, LP.
Entity Central Index Key	1,376,231
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Entity Filer Category	Smaller Reporting Company
Entity Common Units, Shares Outstanding		75,329,312
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 2,638,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
ASSETS:
Cash	$ 56,640	$ 83,785
Accounts Receivable-Net of reserve of $69,358 and $-0-	199,803	155,006
Inventory	150,365	380,854
Deposits	16,780	16,780
TOTAL CURRENT ASSETS	423,588	636,425
Property and Equipment-Net	17,759	27,901
Intangible Assets-Net of Accumulated Amortization	29,754	305,915
TOTAL ASSETS	471,101	970,241
CURRENT LIABILITIES:
Accounts payable and Accrued Expenses	243,265	163,086
Customer Deposits		120,760
Derivative Liability	392,623	104,572
Convertible Notes Payable-Current Portion,Net of Debt Discount of $145,856 and $-0-	666,855	120,000
TOTAL CURRENT LIABILITIES	1,302,743	508,418
LONG TERM DEBT:
Note Payable, net of debt discount of $-0- and $68,750		595,022
TOTAL LIABILITIES:	1,302,743	1,103,440
PARTNERS' DEFICIT:
Partners' Capital 100,000,000 authorized; Common units, 49,292,125 and 68,604,686 issued and outstanding as of December 31, 2017 and December 31, 2016 respectively	6,794,002	5,880,633
Accumulated deficit	(7,625,644)	(6,013,832)
TOTAL PARTNERS' DEFICIT	(831,642)	(133,199)
TOTAL LIABILITIES AND PARTNERS' DEFICIT	$ 471,101	$ 970,241

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accounts Receivable	$ 69,358	$ 0
Debt discount, current	145,856	0
Debt discount, non current	$ 0	$ 68,750
Partners' Equity, common units authorized	100,000,000	100,000,000
Partners' Equity, common units issued	68,604,686	49,292,125
Partners' Equity, common units outstanding	68,604,686	49,292,125

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
SALES	$ 3,610,379	$ 1,580,676
COST OF SALES	(2,398,242)	(1,099,824)
GROSS PROFIT	1,212,137	480,852
OPERATING EXPENSES:
Selling, General and Administrative	2,100,901	808,609
TOTAL OPERATING EXPENSES	2,100,901	808,609
LOSS FROM OPERATIONS	(888,764)	(327,757)
Other Income (Expense)
Interest Expense	(336,973)	(64,373)
Loss on extinguishment of debt	(488,614)
Change in fair value of derivative liability	102,539	16,396
NET LOSS	$ (1,611,812)	$ (375,734)
LOSS PER COMMON UNIT	$ (0.03)	$ (0.01)
Weighted-Average Common Units Outstanding - Basic and Diluted	53,077,075	43,648,289

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
OPERATING ACTIVITIES:
Net Loss	$ (1,611,812)	$ (375,734)
Adjustments to reconcile net loss to net cash used in operating activities:
Common Units issued in exchange for services	29,400
Amortization and Depreciation	15,690	25,444
Non-Cash Interest	336,973	1,575
Gain (Loss) on extinguishment of debt	488,614
Change in fair value of derivative liability	(102,539)
Changes in operating assets and liabilities:
Inventory	230,489	(202,678)
Deposits		(16,780)
Advances to Suppliers		54,700
Accounts Receivable	(44,797)	(150,758)
Customer Deposits	(120,760)	57,034
Accounts payable and Accrued expenses	80,179	161,511
NET CASH USED IN OPERATING ACTIVITIES	(698,563)	(445,686)
INVESTING ACTIVITIES
Purchase of property and equipment		(15,201)
NET CASH PROVIDED BY INVESTING ACTIVITIES		(15,201)
FINANCING ACTIVITIES:
Proceeds from Notes Payable	671,638	575,000
Payments of Notes Payable	(75,220)	(234,978)
Proceeds from private placement offering of common units	75,000	200,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	671,418	540,022
(DECREASE) INCREASE IN CASH	(27,145)	79,135
CASH - BEGINNING OF YEAR	83,785	4,650
CASH - END OF YEAR	56,640	83,785
Cash Paid for Interest		64,373
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
Conversion of Convertible debt into Common Units	492,628	75,000
Derivative liability recognized as debt discount	78,176
Common Units issued in connection with debt conversion	$ 808,969	$ 75,000

STATEMENT OF CHANGES IN PARTNER

STATEMENT OF CHANGES IN PARTNER'S CAPITAL (DEFICIT) EQUITY - USD ($)	Common units [Member]	Partners' Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2015		$ 5,680,633	$ (5,638,098)	$ 42,535
Balance, units at Dec. 31, 2015	29,292,125
Common Units Purchased Per Agreement (Shares to be issued)		200,000		200,000
Common Units Purchased Per Agreement (Shares to be issued), units	20,000,000
Net Loss			(375,734)	(375,734)
Balance at Dec. 31, 2016		5,880,633	(6,013,832)	(133,199)
Balance, units at Dec. 31, 2016	49,292,125
Common Units Purchased Per Agreement (Shares to be issued)		75,000		75,000
Common Units Purchased Per Agreement (Shares to be issued), units	0
Common Units Issued in exchange for services		29,400		29,400
Common Units Issued in exchange for services, units	720,000
Common Units Issued for Conversion of Debt		808,969		808,969
Common Units Issued for Conversion of Debt, units	18,592,561
Net Loss			(1,611,812)	(1,611,812)
Balance at Dec. 31, 2017		$ 6,794,002	$ (7,625,644)	$ (831,642)
Balance, units at Dec. 31, 2017	68,604,686

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [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 portfolio of patents the Company owns in both the U.S. 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 July 29, 2016, the Company entered into and closed 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. See note 4, Asset Purchase and Secured Borrowing for further details, concerning total considerations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
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 Financial Accounting Standards Board (“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 shares 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 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. The Company reviews its accounts receivable on a monthly basis. As such it determines the collectability of such accounts. The Company has setup an expense reserve for those accounts it deems uncollectible. Concentration of Major Customers For the year ended December 31, 2017, one customer accounted for approximately 16% of total contract revenues. As of December 31, 2017, accounts receivable include approximately 35%, 16%, 23% and 12% of contracts receivable due from four customers. Basic and Diluted Net Loss Per Unit 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. Rent The Company recognizes rent expense on a straight-line basis over the lease term. Deferred rent is included in accounts payable and accrued expenses on the accompanying balance sheets. Accounting for derivative instruments The Company issues debentures where the number of shares into which a debenture can be converted is not fixed. For example, when a debenture converts at a discount to market based on the stock price on the date of conversion. In such instances, the embedded conversion option of the convertible debentures is bifurcated from the host contract and recorded at their fair value. In accounting for derivatives, the Company records a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the beneficial conversion feature. The discount is then amortized over the life of the debenture and the derivative liability is adjusted periodically according to stock price fluctuations. At the time of conversion, any remaining derivative liability is charged to additional paid-in capital. For purposes of determining derivative liability, the Company uses Black-Scholes modeling for computing historic volatility. 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 its financial position, results of operations, and cash flow when implemented.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2017
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 a net loss of $1,611,812 for the year ended December 31, 2017, has an accumulated deficit of $7,625,644 and a working capital deficit of $879,155 at December 31, 2017. 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 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, including the acquisition of the Vapor line of business, 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. The Company will continue to raise funds for marketing it's product via debt and capital raises. With these funds the company will continue to market and expand it's product as discussed in the business section in the 10K and anticpates not being a going concern in the future.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 4: FAIR VALUE MEASUREMENTS The Company 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, at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. 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 Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company used Level 3 inputs for its valuation methodology for the derivative liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs: Year Ended December 31, 2016 December 31, 2017 Annual dividend yield - - Expected life (years) .25-1 .75 to .50 Risk-free interest rate 1 % 1 % Expected volatility 246% 187-236 % The change in the Level 3 financial instrument is as follows: Balance, December 31, 2015 $ -0- · Issued during the Year ended December 31, 2016 88,176 · Converted during the Year -0- · Change in fair value recognized in operations 16,396 Balance, December 31, 2016 $ 104,572 · Issued During the Year Ended December 31, 2017 287,829 · Extinguished during the Year (102,317 ) · Change in fair value recognized in operations 102,539 Balance, December 31, 2017 $ 392,623 Preliminary Allocation of the Purchase Price to the Assets acquired and liabilities assumed at fair value is as follows: Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Liabilities Embedded derivative liabilities 104,572 Total $ 104,572 Fair Value Measurements at December 31, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Liabilities Embedded derivative liabilities 392,623 Total $ 392,623 For the year ended December 31, 2017, the Company recognized a gain of $102,539 on the change in fair value of its derivative liabilities. At December 31, 2017, the Company did not identify any other assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 825-10.

BUSINESS ACQUISITION AND SECURE

BUSINESS ACQUISITION AND SECURED BORROWING	12 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
BUSINESS ACQUISITION AND SECURED BORROWING	NOTE 5: BUSINESS ACQUISITION AND SECURED BORROWING On July 29, 2016, the Company entered into and closed on an Asset Purchase Agreement (the “Purchase Agreement”) with Vapor Corp. (“Vapor”) and the Company’s 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 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%, payable $10,000 per month, 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 $170,637. 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 Vapor acquisition and the line of business was accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of the exchange, of assets given and liabilities incurred or assumed in exchange for the business line acquired. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date. Preliminary Allocation of the Purchase Price to the Assets acquired and liabilities assumed at fair value is as follows: Assets Acquired Trademarks $ 42,000 Property Plant and Equipment $ 12,700 Vendor Deposits $ 56,857 Customer Lists $ 39,000 Inventory $ 178,716 Accounts Receivable $ 150,000 Total Assets $ 479,273 Liabilities Notes Payable $ (370,000 ) Customer Deposits $ (63,726 ) Customer Returns $ (36,547 ) Unallocated costs $ (9,000 ) $ (479,273 ) The following presents the unaudited pro-forma combined results of operations of the Company with Vapor Corp. as if the Acquisition occurred on January 1, 2016 for the year ended December 31, 2016. December 31, 2016 REVENUES $ 3,448,692 COST OF SALES (3,038,883 ) GROSS PROFIT 409,809 EXPENSES: Selling, General and Administrative 1,727,183 TOTAL EXPENSES 1,727,183 NET OPERATING LOSS (1,317,374 ) Other Income (Expense) Interest Expense 12 Gain on extinguishment of debt - Change in fair value of derivative liability (7,293 ) NET LOSS $ (1,324,655 ) LOSS PER COMMON UNIT $ (0.03 ) Weighted-Average Common Units Outstanding — Basic and Diluted 50,672,125 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.

PROPERTY AND EQUIPMENT-NET

PROPERTY AND EQUIPMENT-NET	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT-NET	NOTE 6: PROPERTY AND EQUIPMENT-NET Estimated Useful Lives (Years) December 31, 2017 December 31, 2016 Furniture and Fixtures 5 $ 30,296 $ 30,296 Warehouse Equipment 5 130 130 $ 30,426 $ 30,426 Less accumulated depreciation (12,667 ) (2,525 ) $ 17,759 $ 27,901 Depreciation expense amounted to $10,142 and $2,525 for the years ended December 31, 2017 and December 31, 2016, respectively.

INTANGIBLE ASSETS - NET

INTANGIBLE ASSETS - NET	12 Months Ended
	Dec. 31, 2017
Intangible Assets - Net
INTANGIBLE ASSETS - NET	NOTE 7: INTANGIBLE ASSETS-NET Estimated December 31, December 31, Customer Lists 6 years 26,222 26,222 Trademarks 3 years 32,000 32,000 - 58,222 58,222 Less: Accumulated Depreciation - (28,468 ) (22,956 ) Total - 29,754 35,266 Amortization expense amounted to $5,512 and -0- for years ended December 31, 2017 and 2016 respectively.

PARTNER DEFICIT_COMMON UNITS

PARTNER DEFICIT/COMMON UNITS	12 Months Ended
	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
EQUITY AND COMMON UNITS	NOTE 8: PARTNER DEFICIT/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. 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, VPR Brands LP (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. 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 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 November 28, 2016, the Company and Kevin Frija, the Company’s Chief Executive Officer, entered into a Termination of Certain Provisions of Share Purchase Agreement (the “Frija Termination Agreement”), pursuant to which the Company and Mr. Frija terminated, to the extent not already completed, the rights and obligations of the parties under Section 2 and Section 3 of the Share Purchase Agreement entered into between them on May 29, 2015. The Frija Termination Agreement operated to terminate, to the extent not already completed, all of the options, rights and obligations of the parties under Section 2 and Section 3 of the Frija SPA, which sections provided for the sale of up to 50,000,000 shares of the Company’s common units (“Common Units”) by the Company to Mr. Frija at a price of $0.01 per Share. The sales under the Frija SPA had been expected to occur in multiple tranches. The following sales have occurred under the Frija SPA, all at a price of $0.01 per Common Unit: (i) June 4, 2015 - 10,000,000 Common Units, for gross proceeds of $100,000 to the Company; (ii) March 28, 2016 - 15,000,000 Common Units, for gross proceeds of $150,000 to the Company; (iii) May 23, 2016 – 2,000,000 Common Units, for gross proceeds to the Company of $20,000; (iv) May 31, 2016 – 2,000,000 Common Units, for gross proceeds to the Company of $20,000; and (v) June 16, 2016 – 1,000,000 Common Units, for gross proceeds to the Company of $10,000. No additional sales have been completed under the Frija SPA and thus the Frija Termination Agreement operated to terminate the Company’s and Mr. Frija’s rights and obligations with respect to the remaining 20,000,000 Common Units available for sale under the Frija SPA. Contemporaneous with Mr. Frija’s appointment as Chief Executive Officer and Chairman of the Board of Directors on June 5, 2015, the Company’s prior Chief Executive Officer, Mr. Jon Pan. resigned from his position as Chief Executive Officer of the Company. In connection with, and in consideration and as severance for, Mr. Pan’s resignation as Chief Executive Officer, the Company and Mr. Pan entered into a Share Purchase Agreement on June 1, 2015 wherein the Company agreed to grant Mr. Pan the right to purchase 10,000,000 Common Units, at a price of $0.01 per Common Unit as disclosed in the Company’s Quarterly Report on Form 10-Q filed on August 19, 2015 (the “Pan SPA”). Mr. Pan currently continues to serve as a consultant to the Company. On November 28, 2016, the Company and Mr. Pan entered into a Termination Agreement (the “Pan Termination Agreement”), pursuant to which the Company and Mr. Pan terminated, to the extent not already completed, the rights and obligations of the parties under Section 1 and Section 2 of the Pan SPA. The Pan Termination Agreement operated to terminate, to the extent not already completed, all of the options, rights and obligations of the parties under Section 1 and Section 2 of the Pan SPA, which sections provided for the sale of up to 10,000,000 Common Units by the Company to Mr. Pan at a price of $0.01 per Common Unit. Through November 28, 2016, no Common Units had been sold to Mr. Pan, and thus the Pan Termination Agreement operated to terminate the Company’s and Mr. Pan’s rights and obligations with respect to all 10,000,000 Common Units available for sale under the Pan SPA. To the extent not terminated by the Frija Termination Agreement and the Pan Termination Agreement, the Frija SPA and the Pan SPA, respectively, remain in full force and effect. No placement agent has participated in the sales under the Frija SPA or the Pan SPA. No termination fees were incurred by the Company pursuant to either the Frija Termination Agreement or the Pan Termination Agreement. On March 31, 2017, pursuant to the terms of Share Purchase Agreements, the Company received $25,000 each from 3 investors for a total of $75,000 at a share price of $.36/share. Upon issuance the Company will issue a total of 208,332 common units. As of this filing the shares related to the agreements have not been issued. On March 17, 2017 pursuant to various consultant agreements the Company issued 720,000 units to consultants for services provided. Price per share was $.0406 for a total of $29,400. The entire amount was expenses in the first quarter of 2017

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2017
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 9: NOTES PAYABLE In connection to the business acquisition there was a $500,000 loan from Vapor to the Company, a secured, 36-month promissory note from the Company to Vapor in the principal amount of $500,000 (the “Secured Promissory Note”; together with the Acquisition Note, are referred to herein as the “Notes”) bearing an interest rate of prime plus 2% (which rate resets annually on July 29th), which payments thereunder are $14,000 per month, with such payments deferred and commencing on January 26, 2017, with subsequent 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. In March 2017 this note was sold by Vapor Corp. to DiamondRock, LLC. The new note is convertible at the following terms: DiamondRock has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the Note into units of common stock of the Company, subject to the limitation that DiamondRock may not complete a conversion if doing so would cause DiamondRock to own in excess of 4.99% of the Company’s outstanding shares of common stock, provided that DiamondRock may waive that limitation and increase the ownership cap to up to 9.99%. The conversion price for any conversion under the Note is equal to the lesser of (i) $0.50 and (ii) 65% of the volume weighted average trading price of the Company’s common over the 7 trading days ending on the last complete trading day prior to the date of the conversion. In addition, in the event that the Company enters into certain transactions with other parties that provide for a conversion price at a larger discount (than 35%) to the trading price of the Company’s common stock, or provides for a longer look-back period, then the conversion price and look-back period under the Note will be adjusted to be such lower conversion price and longer look-back period, as applicable. As per the convertible note with Diamond Rock in November 2016, the Company has borrowed $405,000 of which $75,000 was borrowed in 2016, against the loan and as of December 31, 2017 the balance outstanding was $224,628 including accrued interest on the balance due at quarter end. To date $182,462 portion of the loan was converted to units. The Company entered into a Securities Purchase Agreement (the “SPA”) with DiamondRock, LLC, an unaffiliated third party (“DiamondRock”), pursuant to which the Company may borrow up to a $500,000 convertible promissory note (the “Note”) for a purchase price of $475,000, reflecting an original issue discount of $25,000. The transactions under the SPA closed on November 29, 2016, and the Note was issued on that date. The Note permits the Company to make additional borrowings under the Note. As of December 31, 2017, DiamondRock advanced four (4) tranches to the Company in the total amount of $300,000. Amounts advanced under the Note bear interest at the rate of 8% per year, and the maturity date for each tranche is 12 months from the funding of the applicable tranche. The Company may prepay any amount outstanding under the Note prior to the actual maturity date for a 35% premium (thus paying 135% of the amount owed for that particular maturity). If at any time while the Note is outstanding, the Company enters into a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act of 1933, as amended (covering certain exchange transactions), then a liquidated damages charge of 25% of the outstanding principal balance of the Note at that time will be assessed and will become immediately due and payable to DiamondRock, either in the form of cash payment or as an addition to the balance of the Note, as determined by mutual agreement of the Company and DiamondRock. The Note also contains a right of first refusal such that, if at any time while the Note is outstanding, the Company has a bona fide offer of capital or financing from any 3rd party that the Company intends to act upon, then the Company must first offer such opportunity to DiamondRock to provide such capital or financing on the same terms. The SPA and the Note contain customary representations, warranties and covenants for transactions of this type. The following table summarizes the Company’s convertible notes as of December 31, 2017 and December 31, 2016: In addition the Company has one note outstanding related to the acquisition of assets from Vapor Corp. As part of the acquisition the Company secured a 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 $164,460. On November 30, 2017, VPR Brands, LP (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”), dated November 16, 2017, with Orange Door Capital, LLC (“Orange Door”). Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to Orange Door all of the Company’s right, title and interest in and to $312,000 of the Company’s future receivables arising from electronic payments by the Company’s customers, in exchange for the payment by Orange Door to the Company of $240,000. The agreement in repayable in payments of $1,000 per day and 11% of credit card sales until paid in full. The difference between the total payments of $312,000 and the cash advance has been recorded as a debt discount which is amortize to interest expense as payments are made. Kevin Frija, the Company’s Chief Executive Officer and Chief Financial Officer and the majority stockholder of the Company, personally guaranteed the performance of all covenants and the truth and accuracy of all representations and warranties made by the Company in the Purchase Agreement. Balance as of December 31, 2017 was $281,780. December 31, 2017 December 31, 2016 Gross proceeds from notes $ 812,711 $ 575,333 Less: Debt discount (145,856) (68,750) Carrying Value of notes $ 666,855 $ 506,583 The Company has determined that the conversion feature embedded in the notes described above that contain a potential variable conversion amount which constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10: COMMITMENTS AND CONTINGENCIES Lease Agreement As a result of the July 2016 acquisition, the Company negotiated a three-year lease for its office and warehouse facility. The lease requires monthly payments as follows: December 15, 2017 to June 15, 2018 $ 9,090 June 15, 2018-December 14, 2018 $ 9,590 December 15, 2018 to June 14, 2019 $ 10,190 June 15, 2019 to November 15, 2019 $ 10,690 Remaining Lease payments in the following years are: Year Ended December 31, 2018 113,180 2019 104,400 Total minimum lease payments $217,580 As a result of the rent varying each year the rent expense is recorded on a straight-line basis. As a result, the Company has a liability for deferred rent for future rent expense where it is included in the accounts payable and accrued expenses on the accompanying balance sheet in the amount of $10,650 Rent expense for the years December 31, 2017 and 2016 was $114,845 and $87,013, 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. As of December 31, 2017, 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	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11: SUBSEQUENT EVENTS Subsequent to December 31, 2017 there were conversions of convertible notes aggregating 6,724,626 shares by Diamond Rock as per the convertible note payable discussed in Note 8. The notes payable was reduced by $263,062. On January 18, 2018, the Company issued a Promissory Note in the principal amount of $100,001 to Brikor, LLC, an unaffiliated third party. The principal amount due under the Promissory Note bears interest at the rate of 24% per annum, permits the Lender 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 and any unpaid principal amount and any accrued interest is due on January 18, 2019. The Promissory Note is unsecured. On March 30, 2018, VPR Brands, LP the Company issued a Promissory Note in the principal amount of $100,001 to Guocheng Pan. Mr. Pan is a director of Soleil Capital Management LLC, the Company’s general partner. Mr. Pan also owns a significant percentage of the Company’s outstanding common units. The principal amount due under the Promissory Note bears interest at the rate of 24% per annum, permits the Lender 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 March 30, 2019. The Promissory Note is unsecured.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
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 Financial Accounting Standards Board (“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 shares 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 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. The Company reviews its accounts receivable on a monthly basis. As such it determines the collectability of such accounts. The Company has setup an expense reserve for those accounts it deems uncollectible.
Concentration of Major Customers	Concentration of Major Customers For the year ended December 31, 2017, one customer accounted for approximately 16% of total contract revenues. As of December 31, 2017, accounts receivable include approximately 35%, 16%, 23% and 12% of contracts receivable due from four customers.
Basic and Diluted Net Loss Per Unit	Basic and Diluted Net Loss Per Unit 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.
Rent	Rent The Company recognizes rent expense on a straight-line basis over the lease term. Deferred rent is included in accounts payable and accrued expenses on the accompanying balance sheets.
Accounting for derivative instruments	Accounting for derivative instruments The Company issues debentures where the number of shares into which a debenture can be converted is not fixed. For example, when a debenture converts at a discount to market based on the stock price on the date of conversion. In such instances, the embedded conversion option of the convertible debentures is bifurcated from the host contract and recorded at their fair value. In accounting for derivatives, the Company records a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the beneficial conversion feature. The discount is then amortized over the life of the debenture and the derivative liability is adjusted periodically according to stock price fluctuations. At the time of conversion, any remaining derivative liability is charged to additional paid-in capital. For purposes of determining derivative liability, the Company uses Black-Scholes modeling for computing historic volatility.
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 its financial position, results of operations, and cash flow when implemented.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Schedule of Level 3 Inputs Used to Value Conversion Option Liability	The Company used Level 3 inputs for its valuation methodology for the derivative liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs: Year Ended December 31, 2016 December 31, 2017 Annual dividend yield - - Expected life (years) .25-1 .75 to .50 Risk-free interest rate 1 % 1 % Expected volatility 246% 187-236 %
Schedule of Changes in Level 3 Financial Instruments	The change in the Level 3 financial instrument is as follows: Balance, December 31, 2015 $ -0- · Issued during the Year ended December 31, 2016 88,176 · Converted during the Year -0- · Change in fair value recognized in operations 16,396 Balance, December 31, 2016 $ 104,572 · Issued During the Year Ended December 31, 2017 287,829 · Extinguished during the Year (102,317 ) · Change in fair value recognized in operations 102,539 Balance, December 31, 2017 $ 392,623
Schedule of Fair Value Measurements	Preliminary Allocation of the Purchase Price to the Assets acquired and liabilities assumed at fair value is as follows: Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Liabilities Embedded derivative liabilities 104,572 Total $ 104,572 Fair Value Measurements at December 31, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Liabilities Embedded derivative liabilities 392,623 Total $ 392,623

BUSINESS ACQUISITION AND SECU20

BUSINESS ACQUISITION AND SECURED BORROWING (Tables)	12 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
Summary of acquiree's identifiable assets and liabilities	Preliminary Allocation of the Purchase Price to the Assets acquired and liabilities assumed at fair value is as follows: Assets Acquired Trademarks $ 42,000 Property Plant and Equipment $ 12,700 Vendor Deposits $ 56,857 Customer Lists $ 39,000 Inventory $ 178,716 Accounts Receivable $ 150,000 Total Assets $ 479,273 Liabilities Notes Payable $ (370,000 ) Customer Deposits $ (63,726 ) Customer Returns $ (36,547 ) Unallocated costs $ (9,000 ) $ (479,273 )
Summary of combined results of operations of both acquisition	The following presents the unaudited pro-forma combined results of operations of the Company with Vapor Corp. as if the Acquisition occurred on January 1, 2016 for the year ended December 31, 2016. December 31, 2016 REVENUES $ 3,448,692 COST OF SALES (3,038,883 ) GROSS PROFIT 409,809 EXPENSES: Selling, General and Administrative 1,727,183 TOTAL EXPENSES 1,727,183 NET OPERATING LOSS (1,317,374 ) Other Income (Expense) Interest Expense 12 Gain on extinguishment of debt - Change in fair value of derivative liability (7,293 ) NET LOSS $ (1,324,655 ) LOSS PER COMMON UNIT $ (0.03 ) Weighted-Average Common Units Outstanding — Basic and Diluted 50,672,125

PROPERTY AND EQUIPMENT-NET (Tab

PROPERTY AND EQUIPMENT-NET (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Summary of property and equipment net	Estimated Useful Lives (Years) December 31, 2017 December 31, 2016 Furniture and Fixtures 5 $ 30,296 $ 30,296 Warehouse Equipment 5 130 130 $ 30,426 $ 30,426 Less accumulated depreciation (12,667 ) (2,525 ) $ 17,759 $ 27,901

INTANGIBLE ASSETS - NET (Tables

INTANGIBLE ASSETS - NET (Tables)	12 Months Ended
	Dec. 31, 2017
Intangible Assets - Net Tables
Schedule of Intangible Assets	Estimated December 31, December 31, Customer Lists 6 years 26,222 26,222 Trademarks 3 years 32,000 32,000 - 58,222 58,222 Less: Accumulated Depreciation - (28,468 ) (22,956 ) Total - 29,754 35,266

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2017
Notes Payable [Abstract]
Summary of convertible notes	December 31, 2017 December 31, 2016 Gross proceeds from notes $ 812,711 $ 575,333 Less: Debt discount (145,856) (68,750) Carrying Value of notes $ 666,855 $ 506,583

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Summary of lease requires monthly payments	As a result of the July 2016 acquisition, the Company negotiated a three-year lease for its office and warehouse facility. The lease requires monthly payments as follows: December 15, 2017 to June 15, 2018 $ 9,090 June 15, 2018-December 14, 2018 $ 9,590 December 15, 2018 to June 14, 2019 $ 10,190 June 15, 2019 to November 15, 2019 $ 10,690
Summary of Lease payments	Remaining Lease payments in the following years are: Year Ended December 31, 2018 113,180 2019 104,400 Total minimum lease payments $217,580

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2017
Contract Revenue [Member[ | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	16.00%
Accounts Receivable [Member[ | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	35.00%
Accounts Receivable [Member[ | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	16.00%
Accounts Receivable [Member[ | Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage	23.00%
Accounts Receivable [Member[ | Customer Four [Member]
Concentration Risk [Line Items]
Concentration risk percentage	12.00%

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
GOING CONCERN [Abstract]
Net loss	$ 1,611,812	$ 375,734
Accumulated deficit	7,625,644	$ 6,013,832
Working capital deficit	$ 879,155

FAIR VALUE MEASUREMENTS (Narrat

FAIR VALUE MEASUREMENTS (Narrative) (Details)	12 Months Ended
	Dec. 31, 2017USD ($)
Fair Value Disclosures [Abstract]
Change in fair value of derivative liability	$ 102,539

FAIR VALUE MEASUREMENTS (Schedu

FAIR VALUE MEASUREMENTS (Schedule of Level 3 Inputs Used to Value Conversion Option Liability) (Details) - Conversion Option Liability [Member]	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Annual dividend yield
Risk-free interest rate	1.00%	1.00%
Expected volatility	246.00%
Minimum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected life (years)	2 months 30 days	9 months
Expected volatility		187.00%
Maximum [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected life (years)	1 year	6 months
Expected volatility		236.00%

FAIR VALUE MEASUREMENTS (Sche29

FAIR VALUE MEASUREMENTS (Schedule of Fair Value Measurements) (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Embedded derivative liabilities
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Embedded derivative liabilities
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Embedded derivative liabilities	392,623	104,572
Total	$ 392,623	$ 104,572

FAIR VALUE MEASUREMENTS (Sche30

FAIR VALUE MEASUREMENTS (Schedule of Changes in Level 3 Financial Instruments) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Balance, beginning	$ 104,572
Issued during the Year	287,829	88,176
Converted during the Year
Change in fair value recognized in operations	102,539	16,396
Extinguished during the Year	(102,317)
Balance, ending	$ 392,623	$ 104,572

BUSINESS ACQUISITION AND SECU31

BUSINESS ACQUISITION AND SECURED BORROWING (Narrative) (Details) - USD ($)	1 Months Ended
	Jul. 29, 2016	Dec. 31, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Notes payable including accrued interest		$ 666,855	$ 120,000
Vapor Corp. [Member]
Business Acquisition [Line Items]
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] | Acquisition Note [Member]
Business Acquisition [Line Items]
Promissory note amount	$ 370,000
Term of note	1 year
Interest rate	4.50%
Monthly payment	$ 10,000
Notes payable including accrued interest	$ 170,637

BUSINESS ACQUISITION AND SECU32

BUSINESS ACQUISITION AND SECURED BORROWING (Schedule of Assets acquired and liabilities assumed at fair value) (Details) - Vapor Corp. [Member]	Jul. 29, 2016USD ($)
Assets Acquired
Trademarks	$ 42,000
Property Plant and Equipment	12,700
Vendor Deposits	56,857
Customer Lists	39,000
Inventory	178,716
Accounts Receivable	150,000
Total Assets	479,273
Liabilities
Notes Payable	(370,000)
Customer Deposits	(63,726)
Customer Returns	(36,547)
Unallocated costs	(9,000)
Liabilities, total	$ (479,273)

BUSINESS ACQUISITION AND SECU33

BUSINESS ACQUISITION AND SECURED BORROWING (Schedule of unaudited pro-forma combined results of operations) (Details) - Vapor Corp. [Member]	12 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Business Acquisition [Line Items]
REVENUES	$ 3,448,692
Cost of Sales	(3,038,883)
Gross Profit	409,809
EXPENSES:
Selling, General and Administrative	1,727,183
TOTAL EXPENSES	1,727,183
NET OPERATING LOSS	(1,317,374)
Other Income (Expense)
Interest Expense	12
Gain on extinguishment of debt
Change in fair value of derivative liability	(7,293)
NET LOSS	$ (1,324,655)
LOSS PER COMMON UNIT | $ / shares	$ (0.03)
Weighted-Average Common Units Outstanding - Basic and Diluted | shares	50,672,125

PROPERTY AND EQUIPMENT-NET (Det

PROPERTY AND EQUIPMENT-NET (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 30,426	$ 30,426
Less accumulated depreciation	(12,667)	(2,525)
Property and Equipment-Net	17,759	27,901
Depreciation expense	10,142	2,525
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 130	130
Estimated Useful Lives (Years)	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 30,296	$ 30,296
Estimated Useful Lives (Years)	5 years

INTANGIBLE ASSETS - NET (Detail

INTANGIBLE ASSETS - NET (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Total	$ 58,222	$ 58,222
Less: Accumulated Amortization	(28,468)	(22,956)
Net Total	29,754	35,266
Amortization expense	$ 5,512
Customer Lists [Member]
Estimated Use Full Lives	6 years
Total	$ 26,222	26,222
Trademarks [Member]
Estimated Use Full Lives	3 years
Total	$ 32,000	$ 32,000

PARTNER DEFICIT_COMMON UNITS (D

PARTNER DEFICIT/COMMON UNITS (Details)	Jun. 16, 2016USD ($)$ / sharesshares	Jun. 04, 2015USD ($)$ / sharesshares	Jun. 04, 2015USD ($)$ / sharesshares	Mar. 17, 2017USD ($)$ / sharesshares	Jun. 16, 2016USD ($)$ / shares	May 31, 2016USD ($)shares	May 23, 2016USD ($)shares	Mar. 31, 2016USD ($)$ / sharesshares	Mar. 28, 2016USD ($)shares	Sep. 30, 2016USD ($)shares	Dec. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2016$ / sharesshares	Dec. 31, 2015$ / sharesshares	May 29, 2015shares
Class of Warrant or Right [Line Items]
Common Units Issued in exchange for services | $											$ 29,400
Frija and Pan SPA Termination Agreement [Member]
Class of Warrant or Right [Line Items]
Share price | $ / shares											$ 0.36
Net Proceeds from investors | $											$ 75,000
Number of investor											3
Securities Purchase Agreement [Member]
Class of Warrant or Right [Line Items]
Common unit issued | $											$ 208,332
Common units [Member]
Class of Warrant or Right [Line Items]
Purchase price for each common unit | $ / shares				$ .0406
Common Units Issued in exchange for services | $
Common Units Issued in exchange for services, units											720,000
Common Units issued for consulting services | $				$ 29,400
Common Units issued for consulting services, units				720,000
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 | $ / shares	$ 0.01	$ 0.01	$ 0.01		$ 0.01			$ 0.01			$ 0.01	$ 0.01
Common Units Issued in exchange for services | $								$ 15,000,000		$ 200,000
Share Purchase Agreement, total units to be issued											10,000,000	10,000,000		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. Kevin Frijia [Member] | Frija SPA Termination Agreement [Member]
Class of Warrant or Right [Line Items]
Sale of Common Units, units	100,000	10,000,000				200,000	200,000		15,000,000		50,000,000
Aggregate proceeds from sale of common units | $	$ 10,000	$ 100,000				$ 20,000	$ 20,000		$ 150,000
Purchase price for each common unit | $ / shares		$ 0.01	$ 0.01								$ 0.01
Remaining units that can be purchased under agreement											20,000,000
Common units [Member] | Mr. Jon Pan [Member]
Class of Warrant or Right [Line Items]
Purchase price for each common unit | $ / shares													$ 0.01
Share Purchase Agreement, total units to be issued													10,000,000
Common units [Member] | Mr. Jon Pan [Member] | Pan SPA Termination Agreement
Class of Warrant or Right [Line Items]
Sale of Common Units, units											10,000,000
Purchase price for each common unit | $ / shares											$ 0.01

NOTES PAYABLE (Narrative) (Deta

NOTES PAYABLE (Narrative) (Details) - USD ($)	1 Months Ended			11 Months Ended	12 Months Ended
	Jan. 26, 2017	Oct. 28, 2016	Jul. 29, 2016	Nov. 23, 2017	Dec. 31, 2017	Nov. 30, 2017	Jul. 29, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Notes payable including accrued interest					$ 666,855			$ 120,000
Orange Door Capital, LLC [Member]
Debt Instrument [Line Items]
Receivables arising of electronic payments						$ 312,000
Exchange payment				$ 240,000
Mr. Kevin Frija [Member] | Chief Executive Officer [Member]
Debt Instrument [Line Items]
Receivables arising of electronic payments						$ 281,780
Diamond Rock [Member]
Debt Instrument [Line Items]
Convertible note					$ 405,000			$ 75,000
Percentage of outstanding amount					35.00%
Percentage of outstanding shares of common stock					4.99%
Increased percentage of outstanding shares of common stock					9.99%
Conversion price on note					$ 0.50
Percentage of weighted average trading price					65.00%
Percentage discount on conversion price					35.00%
Percentage of liquidate damages charge on principal amount					25.00%
Percentage of owed amount on maturity					135.00%
Notes payable including accrued interest					$ 224,628
Quarterly payment					$ 164,460
Diamond Rock [Member] | First Tranche [Member]
Debt Instrument [Line Items]
Maturity term					12 months
Diamond Rock [Member] | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Convertible note					$ 500,000
Original amount of note					475,000
Original discount issued on note					$ 25,000
Interest rate					8.00%
Asset Purchase Agreement with Vapor Corp [Member] | Secured Promissory Note [Member]
Debt Instrument [Line Items]
Secured promissory note			$ 500,000
Interest rate on secured debt			2.00%
Amount of exchanged loan			$ 500,000
Quarterly payment	$ 14,000
Asset Purchase Agreement with Vapor Corp [Member] | First Tranche [Member]
Debt Instrument [Line Items]
Quarterly payment					$ 300,000
Business Acquisitions [Member]
Debt Instrument [Line Items]
Interest rate		4.50%			4.50%
Maturity term					37 months
Principal amount		$ 370,000
Interest rate payable per month		$ 10,000
Current balance including accrued interest					$ 504,747		$ 288,171
Loan from related party					500,000
Secured promissory note face amount					$ 500,000
Percentage points above prime rate					2.00%
Increased payments per month					$ 14,000
Maturity date for loan					Jul. 29, 2019

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - Convertible Notes Payable [Member] - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Gross proceeds from notes	$ 812,711	$ 575,333
Less: Debt discount	(145,856)	(68,750)
Carrying Value of notes	$ 666,855	$ 506,583

COMMITMENTS AND CONTINGENCIES39

COMMITMENTS AND CONTINGENCIES (Schedule of monthly payments of lease) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating Leased Assets [Line Items]
Rent expense	$ 114,845	$ 87,013
Liability for deferred rent for future rent expense	10,650
December 15, 2017 to June 15, 2018 [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	9,090
June 15, 2018-December 14, 2018 [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	9,590
December 15, 2018 to June 14, 2019 [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	10,190
June 15, 2019 to November 15, 2019 [Member]
Operating Leased Assets [Line Items]
Monthly lease payments	$ 10,690

COMMITMENTS AND CONTINGENCIES40

COMMITMENTS AND CONTINGENCIES (Schedule of Lease payments) (Details)	Dec. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 113,180
2,019	104,400
Total minimum lease payments	$ 217,580

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	1 Months Ended			12 Months Ended
	Apr. 15, 2018	Mar. 30, 2018	Jan. 18, 2018	Dec. 31, 2017	Dec. 31, 2016
Subsequent Event [Line Items]
Notes payable					$ 370,000
Subsequent Event [Member] | Brikor, LLC [Member]
Subsequent Event [Line Items]
Promissory note amount			$ 100,001
Interest rate			24.00%
Payment amount of bank account per business day			$ 500
Subsequent Event [Member] | Guocheng Pan. Mr. Pan [Member]
Subsequent Event [Line Items]
Promissory note amount		$ 100,001
Interest rate		24.00%
Payment amount of bank account per business day		$ 500
Diamond Rock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Convertible notes, shares converted	6,724,626
Notes payable	$ 263,062