Quarterly Report (10-q)

Year Ended December 31,

Total minimum lease payments

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 000-54435

VPR BRANDS, LP

(Exact name of registrant as specified in its charter)

Delaware		45-1740641
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3001 Griffin Road, Fort Lauderdale, FL		33312
(Address of Principal Executive Offices)		(Zip Code)

(954) 715-7001
(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” and emerging growth company, in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	Smaller reporting company	[X]
		(Do not check if a smaller reporting company)
Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ ] No [ X ]

State the number of common units outstanding of each of the issuer’s classes of common equity, as of the last practicable date: The number of the Registrant’s voting and non-voting common units representing limited partner interests outstanding as of May 11, 2017 was 50,282,744.

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Unaudited Balance Sheets as of March 31, 2017 and December 31, 2016	2
	Unaudited Statements of Operations for the three months ended March 31, 2017 and 2016	3
	Unaudited Statements of Cash Flows for the three months ended March 31, 2017 and 2016	4
	Notes to Unaudited Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

SIGNATURES		22

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

VPR BRANDS, LP
BALANCE SHEETS
(UNAUDITED)

	March 31, 2017			December 31, 2016

ASSETS:
Cash	$	15,186		$	83,785
Accounts Receivable		103,787		$	155,006
Inventory		375,976			380,854
Deposits		16,780			16,780
Other Assets		207,482			-
TOTAL CURRENT ASSETS AND TOTAL ASSETS	$	719,211		$	636,425
Property and Equipment-Net		24,886			27,901
OTHER ASSETS:
Intangible Assets-Net of Accumulated Amortization		289,565			305,915
TOTAL ASSETS	$	1,033,662		$	970,241

LIABILITIES AND PARTNER’S (DEFICIT) EQUITY::
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses	$	322,107		$	163,086
Customer Deposits		18,702			120,760
Derivative Liability		548,080			104,572
Notes Payable-Current Portion,Net of Debt Discount		431,294			715,022
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES		1,320,183			1,103,440

PARTNERS’ EQUITY:

Partners’ Capital 50,000,000 authorized; Common units, 50,099,233 and 49,292,125 issued and outstanding as of March 31, 2017 and December 31, 2016 respectively		6,019,605			5,880,633
Accumulated deficit		(6,306,126	)		(6,013,832	)
TOTAL PARTNERS’ EQUITY		(286,521	)		(133,199	)
TOTAL LIABILITIES AND PARTNERS’ EQUITY	$	1,033,662		$	970,241

See accompanying Notes to Financial Statements

VPR BRANDS, LP
STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three Months Ended
		March 31, 2017			March 31, 2016

REVENUES	$	786,535		$	-
COST OF SALES		(511,521	)		-
GROSS PROFIT		275,014			-
EXPENSES:
Selling, General and Administrative		598,556			61,005
TOTAL EXPENSES		598,556			61,005
NET OPERATING LOSS		(323,542	)		(61,005	)
Other Income (Expense)
Interest Expense		(141,036	)		-
Gain/Loss on Extinguishment of Debt		11,962			-
Change in fair value of derivative liability		160,322			-
NET LOSS	$	(292,294	)	$	(61,005	)
LOSS PER COMMON UNIT		(.01	)		(0.00	)
Weighted-Average Common Units Outstanding — Basic and Diluted		49,695,679			36,792,125

See accompanying Notes to Financial Statements

VPR BRANDS, LP
STATEMENT OF CASH FLOWS
(UNAUDITED)

	Three Months Ended
	March 31, 2017			March 31, 2016
OPERATING ACTIVITIES:
Net Loss	$	(292,294	)	$	(61,005	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization and Depreciation		19,365			-
Interest Amortization from Convertible loans		201,036			-
Gain on Derivative Liability		(160,322	)		-
Gain on Extinguishment of Debt		(11,962	)		-
Changes in operating assets and liabilities:
Inventory		4,878			(136,118	)
Other Assets		(207,482	)		54,700
Accounts Receivable		51,219			-
Customer Deposits		(102,058	)		-
Accounts payable and Accrued expenses		129,021			23,243
NET CASH USED IN OPERATING ACTIVITIES		(368,599	)		(119,180	)
INVESTING ACTIVITIES
Purcahse of property and equipment		-			-
FINANCING ACTIVITIES:
Proceeds from Notes Payable		225,000			-
Proceeds from private placement offering of common units		75,000			150,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		300,000			150,000

(DECREASE) INCREASE IN CASH		(68,599	)		30,820

CASH - BEGINNING OF PERIOD		83,785			4,650

CASH - END OF PERIOD	$	15,186		$	35,470

Non-Cash Items:
Derivative Liability incurred for debt discount	$	545,260		$	-

See accompanying Notes to Condensed Financial Statements

VPR BRANDS, LP

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2017

NOTE 1. ORGANIZATION

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. 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.

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 VPR Brands LP, 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 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.

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.

Rent

The Company recognizes rent expense on a straight-line basis over the lease term. Deferred rent of $4,725 is included in accounts payable and accrued expenses on the accompanying balance sheets.

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, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

· Level 1 – quoted prices in active markets for identical assets or liabilities

· 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 derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis.

The change in the Level 3 financial instrument is as follows:

Balance, December 31, 2016	$	104,572
Issued during the 3 months		628,830
Converted during 3 months		(25,000	)
Change in fair value recognized in operations		(160,322	)
Balance, March 31, 2017	$	548,080

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, “ Derivatives and Hedging Activities. ”

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

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.

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 a net loss of 292,294 for the quarter ended March 31, 2017 and has an accumulated deficit of $6,306,126 at March 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.

NOTE 4: 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 $201,293.

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.

Assets acquired and liabilities assumed at fair value

Assets Acquired
Trademarks	$	83,000
Domain	$	26,000
Property Plant and Equipment	$	12,700
Vendor Deposits	$	56,857
Employees	$	96,912
Customer Lists	$	124,700
Inventory	$	178,716
Accounts Receivable	$	150,000
Total Assets	$	728,885
Liabilities
Notes Payable	$	(370,000	)
Customer Deposits	$	(63,726	)
Customer Returns (Pre-7/29)	$	(295,936	)
	$	(729,662	)

The Company is in the process of hiring a valuation firm to allocate the purchase price to the net assets acquired for the business unit acquired. The company anticipates this will be done prior to the filing of it’s quarterly report on Form 10Q for the quarter Ended June 30, 2017.

The following presents the unaudited pro-forma combined results of operations for the three months ended March 31, 2017 and 2016 of the Company with Vapor Corp. as if the Acquisition occurred on January 1, 2016.

	March 31, 2017			March 31, 2016
REVENUES	$	786,535		$	1,613,569
COST OF SALES		(511,521	)		(1,311,919	)
GROSS PROFIT		275,014			301,650
EXPENSES:
Selling, General and Administrative		598,556			685,162
TOTAL EXPENSES		598,556			685,162
NET OPERATING LOSS		(323,542	)		(383,512	)
Other Income (Expense)
Interest Expense		(186,189	)		-
Change in fair value of derivative liability		47,316			-
NET LOSS	$	(462,415	)	$	(383,512	)
LOSS PER COMMON UNIT	$	(0.01	)	$	(0.01	)
Weighted-Average Common Units Outstanding — Basic and Diluted		49,695,679			36,792,125

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.

NOTE 5: PROPERTY AND EQUIPMENT-NET

	Estimated Useful Lives
	(Years)		March 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				(5,540	)		(2,525	)
			$	24,886		$	27,901

Depreciation expense amounted to $3,015 and $-0- for the quarters ended March 31, 2017 and 2016, respectively.

NOTE 6: PARTNER EQUITY/COMMON UNITS

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 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 common units were issued for services totaling $13,200.

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 ^th , 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 shares. As of this filing the shares related to the agreements have not been issued.

NOTE 7: 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 shares 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, Diamond Rock has converted $25,000 into 87,108 shares in March 2017 ,$25,000 into 86,147 shares in April 2017 and $25,000 into 97,364 shares on May 5, 2017.

As of March 31, 2017 the balance outstanding was $492,899 including accrued interest on the balance due at quarter end. To date $25,000 portion of the loan was converted to stock

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 March 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 March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Gross proceeds from notes	$	799,543		$	25,333
Less:Debt discount		(569,543	)		(68,750	)
Less: Beneficial conversion feature		-0-			-0-
Add: Amortization of discount		-0-			-0-
Less: Beneficial conversion feature		(-0-	)		-0-
Value of notes	$	230,000		$	6,583

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, 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 $201,293.

NOTE 8: 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:

November 15, 2016-June 14, 2017	$	8,390
June 15, 2017-December 14, 2017	$	8,690
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:

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.

Rent expense for the quarter March 31, 2017 and 2016 was $26,080 and $-0-, 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 March 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.

NOTE 9: SUBSEQUENT EVENTS

As of May 15, 2017 the following events were transacted by the Company subsequent to the quarter ended date of March 31, 2017.

As per the convertible note with Diamond Rock in November 2016 Diamond Rock has converted 86,147 shares in April 2017 and 97,364 on May 5, 2017.

In April 2017 the Company borrowed an additional $75,000 under the Diamond Rock loan agreement. Terms of the loan are the same as described in Note 8.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

Unless stated otherwise, the words “we,” “us,” “our,” the “Company,” in this section collectively refer to VPR Brands, LP.

BUSINESS OVERVIEW

The Company was incorporated in New York on July 19, 2004, as Jobsinsite.com, Inc. The Company’s 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. 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.

On December 27, 2013, the Company entered into a patent acquisition agreement (the “Purchase Agreement”), by and among VPR Brands and Guocheng “Greg” Pan, a natural person, pursuant to which VPR Brands agreed to purchase certain electronic cigarette and personal vaporizer patents owned and invented by Mr. Pan (the “Purchased Assets”). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased Assets, VPR Brands issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of VPR Brands and a warrant to purchase 2,000,000 common units representing limited partnership units of VPR Brands. The warrants entitle Mr. Pan (or his designees) to purchase VPR Brands common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement.

The patents were originally valued based on number of shares issued, warrants issued, valuation of the traded stock at the time of issuance and similar patents sold during the year. Based on these assumptions the Company has valued the assets purchased at approximately $5.5 million at the time of purchase. During the year ended December 31, 2014 the Company determined due to lack of sales and projected sales and completion in the industry the value of the patent should be significantly reduced. As a result the Company has written off the entire patent.

On May 29, 2015, the Company, entered into a Share Purchase Agreement with Kevin Frija (“Frija Share Purchase Agreement”) for a private placement (“Private Placement”) of up to 50,000,000 common units representing limited partnership interest of the Company. The Private Placement has been expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 shares of its Common Units to Kevin Frija at a purchase price of $0.01 per share, resulting in gross proceeds of $100,000 to the Company. In subsequent tranches, Kevin Frija has the right to buy an additional 40,000,000 Common Units at a purchase price of $0.01 per share. The Company has been expecting to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches of the Private Placement, which is expected to be completed by September, 2016. No placement agent has participated in the Private Placement.

In connection with the Share Purchase Agreement, the Company named Kevin Frija chief executive officer and chairman of the board of directors of the Company and as a manager of the Company’s General Partner. Contemporaneous with Mr. Frija’s appointment as chief executive officer and chairman of the board of Directors, the Company’s current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, have resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors of the Company and as a manager of the General Partner and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration and as severance, for Jon Pan’s resignation as chief executive officer, the Company and the General Partner have entered into that certain Share Purchase Agreement with Jon Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 of the Company’s Common Units, at a price of $0.01 per share.

On September 2, 2015, in accordance with authority granted to the General Partner under the Company’s Limited Partnership Agreement, the General Partner changed the Company’s name (“Name Change”) from Soleil Capital L.P. to VPR Brands, LP by filing an amendment to the Company’s Certificate of Limited Partnership with the Delaware Secretary of State. Accordingly, on September 10, 2015, the Company’s General Partner also amended the Company’s Limited Partnership Agreement to reflect the Name Change from Soleil Capital L.P. to VPR Brands, LP. On September 17, 2015, the Financial Industry Regulatory Authority (FINRA) approved the Name Change and the Company’s new trading symbol VPRB.

On December 9, 2015, Kevin Frija sold an aggregate of 9,000,000 of his shares of Common Units at a sale price of $0.01 per share (for an aggregate of $90,000) to Jacob Levy (1,000,000 shares), Nissim Levy (1,000,000 shares), Sara Morad (1,000,000 shares), Yaron Edery (1,000,000 shares), Barry Rub (2,000,000 shares), Hannah Frija (2,000,000 shares), and Ralph Frija (1,000,000 shares).

On March 28, 2016, Mr. Frija exercised a right to buy 15,000,000 shares of the Common Units at a purchase price of $0.01 per share, resulting in 15,000,000 shares of Common Units issued to Mr. Frija in exchange for gross proceeds of $150,000 to the Company, pursuant to the terms of the Frija Share Purchase Agreement , leaving a balance of 25,000,000 shares of Common Units to purchase at $0.01 per share under the right to buy under the Frija Share Purchase Agreement.

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.

The new note is convertible at the following terms:

As per the convertible note with Diamond Rock in November 2016 Diamond Rock has converted $25,000 into 87,108 shares in March 2017 and $25,000 into 86,147 shares in April 2017 and $25,000 into 97,364 shares on May 5, 2017.

On January 3, 2017, the Board of Directors of VPR Brands, LP appointed Mr. Daniel Hoff, as its Chief Operating Officer (“COO”). Mr. Hoff previously served as a consultant to the Company since August 2016, serving as head of wholesale operations and Director of Alternative Products. He will retain these positions as COO.

On March 13, 2017, the Company entered into Agreement, dated March 11, 2017, (the “Agreement”) with MAPH Enterprises, LLC (“MAPH”) pursuant to which MAPH agreed to provide certain business advisory and consulting services in exchange for payment by the Company of $75,000 and the issuance by the Company of 600,000 restricted shares of Company common stock. The term of the Agreement begins on March 13, 2017 and ends on May 1, 2017. Either party may terminate the Agreement prior to its expiration upon written notice to the other party upon (a) the failure of any party to cure a material default under the Agreement within five business days after receiving written notice of such default from the terminating party; (b) the bankruptcy or liquidation of either party; (c) the use by any party of any insolvency laws; (d) the performance of MAPH’s services under the Agreement; and (e) the appointment of a receiver for all or a substantial portion of either parties’ assets or business. If terminated, MAPH shall not be required to perform any additional services beyond the termination date and all fees described in the Agreement shall be deemed earned in full.

Business Description

The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the US and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarette e liquids marketed under the brand “Helium” in the United States and are undertaking efforts to establish distribution of our electronic cigarette brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents.

Since our inception the company has generated nominal revenues through the sale of software items related to the job search industry and in 2009 management actively explored opportunities to manage private capital, specifically the Company had plans to sponsor and manage limited partnerships organized for the purpose of exploring opportunities to acquire securities in secondary transactions of venture backed businesses and dispensing capital to seed stage venture capital opportunities. As a result of the Company’s new business direction and in an effort to establish operations in the venture capital and private equity industry, the Company has reorganized the business and restructured the Company as a public limited partnership. In 2013, management identified an opportunity to acquire a portfolio of electronic cigarette and personal vaporizers patents. In connection with this transaction the Company’s business objectives pivoted and the Company is now focusing its efforts on the electronic cigarette and personal vaporizer industry and is pursuing plans to commercialize and monetize its portfolio of electronic cigarette and personal vaporizer patents.

How We Plan to Generate Revenue

VPR Brands is a holding company, whose assets include issued U.S. and Chinese patents for atomization related products including technology for medical marijuana vaporizers and electronic cigarette products and components. The company is also engaged in product development for the vapor or vaping market, including e-liquids. Electronic cigarettes (also known as ecigs or e-cigs) are electronic devices which deliver nicotine through atomization, or vaping of e-liquids and without smoke and other chemicals constituents typically found in traditional tobacco burning cigarette products.

Our portfolio of electronic cigarette and personal vaporizer patents (the “Patents”) are the basis for our efforts to:

	•	Design, market and distribute a line of e liquids under the “HELIUM” brand;

	•	Design, market and distribute electronic cigarettes;

	•	Prosecute and enforce our patent rights;

	•	License our intellectual property; and

	•	Develop private label manufacturing programs. Our branded electronic cigarette e-liquids: HELIUM

We design, develop and market electronic cigarette e liquids sold under the Helium brand. Our electronic cigarette e liquids are marketed as an alternative to tobacco burning cigarettes. We launched the Helium brand in limited U.S. markets in the first quarter of 2016 and grow distribution through third party distributors. Shortly after our U.S. launch we plan to introduce our electronic cigarette brand to the Chinese market. China is the largest producer and consumer of tobacco products in the world, however we believe that Chinese consumption of electronic cigarettes trails U.S. adoption and use. We believe that an opportunity exists to develop and expand our business and our Helium brand electronic cigarette e-liquids in China.

On March 4, 2016, the Company announced a new e-liquid innovation, namely Helium Hi Definition E-Liquid, that is chilled 20 degrees below room temperature by mini-chillers or desktop chillers designed by the Company to maintain optimum flavor, freshness and aroma by cooling the e-liquids (reducing the escape of molecules from the mixture of e-liquids into the headspace). Helium Hi Definition E-Liquid will come in (i) a 50ml, squeezable bottle with a drip tip, for our mini chillers, (ii) a 180ml bottle for our personal desktop chiller, or (iii) a sample pack of the 5 flavors offered which are a one-time use in 2ml tubes that are air tight. Helium Hi Definition E-Liquids were available for pre-orders on March 15, 2016 on VapeHelium.com and will be available for sale in Vape shops in the United States by April 1, 2016.

From the acquisition of Vapor Corp’s wholesale operations, VPR Brands, LP has inherited a significant client base consisting of private label vaporizers within the medical cannabis industry. VPR Brands, LP is a private label manufacturing partner and we provide them with their own branded vape equipment and accessories . The company has focused efforts on building this portfolio and aggressively pursuing this market space. The company has also since taken the inherited HONEYSTICK brand of high end vaporizers and focused on expanding the product line of lifestyle vaporizers targeted towards cannabis concentrates and extracts. VPR Brands, LP has attended and featured this brand at all relevant industry trade shows and has created new marketing materials to spread its awareness and acceptance. This product line has become the premier brand within the VPR Brands portfolio of house brands with expanding into several new high end distributors and also won a 2nd place finish in the 2017 Socal High Times Cannabis Cup within the Vape Pen category.

The Vapor Corp. asset acquisition will comprise almost all of the Company’s revenue going forward.

Results of Operations for the Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

Revenues

Our revenue for the quarter ended March 31, 2017 and 2016 was $786,535 and $-0-, respectively. The increase is a result of the asset acquisition from Vapor Corp. of its wholesale business.

Cost of Sales

Cost of sales for the quarter ended March 31, 2017 and 2016 was $511,521 and $-0-, respectively. The increase is a result of the asset acquisition from Vapor Corp. of its wholesale business.

Operating Expenses

Operating expenses for the quarter ended March 31, 2017 were $598,556 as compared to $61,005 for the quarter ended March 31, 2016. The increase in expenses is due to increased general, selling and administrative costs for the asset acquisition from Vapor Corp. Payroll made up $250,482 of the difference and marketing expense another $162,330. The rest of the difference included travel expenses and professional fees related to the Vapor Corp. asset acquisition.

Other Income (Expense)

Other income (expense) for the quarter ended March 31, 2017 and 2016 was $31,248 and $-0-, respectively. Increase is a result of the interest expense for the loans associated with Vapor Corp acquisition and offset by gains on the calculation of the derivatives also associated with these loans.

Net Loss

Net loss for the quarter ended March 31, 2017 was $(292,294) compared to a net loss of $(61,005) for the quarter ended March 31, 2016. The net loss has increased mainly as the result of the expense related to the increased expenses and interest expense from loans related to the acquisition.

Liquidity and Capital Resources

The Company used cash in operating activities of $(196,315) for the quarter ended March 31, 2017 as compared to $(119,180) used in the quarter ended March 31, 2016. The decrease in cash used is mainly a result of the loss for the year.

During the quarters ended March 31, 2017 and 2016 the Company was provided cash from financing activities of $127,716 of which $225,000 was proceeds of note from the DiamondRock. and $75,000 of which was from the sale of common units. The Company had separate private placements in 2017 and 2016.

Assets

At March 31, 2017 and December 31, 2016, we had total assets of $1,033,662 and $970,241, respectively. Assets consist primarily of the cash accounts held by the Company, inventory and accounts receivable in 2017 and 2016.

Liabilities

Our total liabilities were $1,320,183 at March 31, 2017, compared to $1,103,440 at December 31, 2016. The increase was primarily due to an increased accounts payable, customer deposits and notes payable related to the acquisition.

Off –Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending March 31, 2017, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending March 31, 2017, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective because of continued material weakness in our internal control over financial reporting as described in our Annual Report on Form 10-K for the year ended December 31, 2016 which was filed on April 17, 2017, which material weakness are reiterated below.

The Company did not maintain an effective financial reporting process to prepare financial statements in accordance with U.S. GAAP. Specifically, our process lacked timely and complete financial statement reviews and procedures to ensure all required disclosures were made in our financial statements. Also, the Company lacked documented procedures including documentation related to testing of internal controls and entity-level controls, disclosure review, and other analytics. Furthermore, the Company lacked sufficient personnel to properly segregate duties. Therefore, our internal controls over financial reporting were not effective as of March 31, 2017.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness; yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.

Remedial Efforts Related to the Material Weakness in Internal Control

In an effort to address the material weakness, we have implemented, or are in the process of implementing, the following remedial steps:

•

We intend to establish an audit committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls.

	•		We intend to establish an internal audit function and engage a public accounting firm to perform internal audit services under an outsourcing arrangement. We intend for the internal audit service provider to review the policies, procedures and systems to address the material weakness.

	•		In addition to supervising all financial aspects of the Company, our Chief Financial Officer is also supervising our Information Technology (“IT”) functions to better facilitate the coordination and development of improved systems to support our financial reporting process.

•

In furtherance of timely and complete financial statement reviews and procedures to ensure all required disclosures are made in our financial statements and promoting the segregation of duties, we have (i) hired experienced accounting personnel and expect to hire additional experienced accounting personnel, (ii) hired staff to handle the increased workload associated with the reporting structure in place and continue to recruit additional staff in key areas including financial reporting and tax accounting as well as we have engaged temporary staff and (iii) hired consultants to assist in achieving accurate and timely reporting, including hiring additional consultants to assist in the development and enhancement of IT infrastructure systems to support accounting.

•

We have provided and will continue to provide training to our finance and accounting personnel for timely and accurate preparation and management review of documentation to support our financial reporting and period-end close procedures including documentation related to testing of internal controls and entity-level controls, disclosure review, and other analytics.

•

We have been conducting and continue to conduct the assessment and review of our accounting general ledger system to further identify changes that can be made to improve our overall control environment with respect to journal entries. We are continuing to implement more formal procedures related to the review and approval of journal entries.

•

We have been formalizing the periodic account reconciliation process for all significant balance sheet accounts. We are continuing to implement more formal review of these reconciliations by our accounting management and we will increase the number of supervisory personnel to ensure that reviews are performed.

We believe these additional internal controls will be effective in remediating the material weakness described above; however, we may determine to modify the remediation plan described above by adding remedial steps to or modifying or no longer pursuing (if determined to be unnecessary in remediating the material weakness) the remedial steps set forth above. Until the remediation steps set forth above are fully implemented, the material weakness described above will continue to exist. Notwithstanding, through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its CEO and CFO, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

Other than as set forth above there have been no changes in our internal control over financial reporting during the quarter ended March 31, 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 13, 2017, the Company entered into an agreement with MAPH Enterprises, LLC (“MAPH”) pursuant to which MAPH agreed to provide certain business advisory and consulting services in exchange for payment by the Company of $75,000 and the Company to issue 600,000 restricted shares of Company common stock. The term of the agreement begins on March 13, 2017 and ends on May 1, 2017. Either party may terminate the agreement prior to its expiration upon written notice to the other party upon (a) the failure of any party to cure a material default under the Engagement Letter within five business days after receiving written notice of such default from the terminating party; (b) the bankruptcy or liquidation of either party; (c) the use by any party of any insolvency laws; (d) the performance of MAPH’s services under the Engagement Letter; and (e) the appointment of a receiver for all or a substantial portion of either parties’ assets or business. If terminated, MAPH shall not be required to perform any additional services beyond the termination date and all fees described in the agreement shall be deemed earned in full. These shares are anticipated to be issued in the second quarter of 2017.

The Company issued 720,000 to 4 consultants and employees March 7, 2017 for services performed. The expense for the services were accrued in 2016.

On March 31, 2017, pursuant to the terms of a Share Purchase Agreements, the Company received $25,000 each from 3 investors for a total of $75,000. As of this filing the shares related to the agreements have not been issued.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since the filing of our annual report on Form 10-K for the fiscal year ended December 31, 2016.

Item 6. Exhibits.

Exhibit Number		Description of Exhibit
3.1		State of Delaware Certificate of Limited Partnership of Soleil Capital L.P. (filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended September 30, 2009).
3.2		State of Delaware Amendment to Certificate of Limited Partnership of Soleil Capital L.P. (filed as Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended September 30, 2015).
3.3		Agreement of Limited Partnership of Soleil Capital L.P. dated September 19, 2009 (filed as Exhibit 3.2 to the Company’s Form 10-K for the fiscal year ended December 31, 2009).
3.4		First Amendment to Limited Partnership Agreement of Soleil Capital L.P., dated September 10, 2015 (filed as Exhibit 3.1 to the Company’s Form 8-K filed on September 10, 2015).
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1*		Section 1350 Certifications of Chief Executive Officer.
32.2*		Section 1350 Certifications of Chief Financial Officer.
101.INS*		XBRL Instance
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation
101.DEF*		XBRL Taxonomy Extension Definition
101.LAB*		XBRL Taxonomy Extension Labels
101.PRE*		XBRL Taxonomy Extension Presentation

*	Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	VPR Brands, LP

Date: May 19, 2017	By:	/s/ Kevin Frija
		Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer & Principal Financial Officer)