Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
VPR Brands LP (QB)	USOTC:VPRB	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.005	-11.16%	0.0398	0.0291	0.045	0.045	0.029	0.045	115,700	21:15:18

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

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

For the transition period from to

Commission file number 000-54545

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.)

1141 Sawgrass Corporate Parkway, Sunrise, FL

33323

(Address of principal executive offices) (zip code)

(954) 715-7001

(Registrant’s telephone number, including area code)

3001 Griffin Road, Fort Lauderdale, FL 33312

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 for 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.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

☒ Yes ☐ No

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

Large Accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	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 ☒

Indicate the number of units outstanding of each of the registrant’s classes of common units as of the latest practicable date.

Class		Outstanding at May 16, 2024:
Common Units, No par value		88,804,035 Units

TABLE OF CONTENTS

	Page No
PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements.

Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1

Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	2

Condensed Statements of Changes in Partners’ Capital Surplus for the Three Months Ended March 31, 2024 and 2023 (unaudited)	3

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	4

Notes to Unaudited Condensed Financial Statements	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	26

Item 4. Controls and Procedures.	26

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.	28

Item 1A. Risk Factors.	28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	28

Item 3. Defaults Upon Senior Securities.	28

Item 4. Mine Safety Disclosures.	28

Item 5. Other Information.	28

Item 6. Exhibits.	28

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the Securities and Exchange Commission.

Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “VPR Brands” the “Company,” “we,” “our,” “us,” and similar terms refer to VPR Brands, LP, a Delaware limited partnership.

The information which appears on our website (www.vprbrands.com) is not part of this report.

PART I – FINANCIAL INFORMATION

VPR BRANDS, LP

CONDENSED BALANCE SHEETS

	March 31,			December 31,
	2024			2023
		(Unaudited)
ASSETS

Current Assets:
Cash	$	1,522,455		$	1,767,260
Accounts receivable, net		485,275			337,774
Royalty receivable		42,868			88,286
Inventory, net		669,775			563,503
Vendor deposits		226,134			270,593
Employee advance		300			-
Deposits		15,558			15,558
Total current assets		2,962,365			3,042,974

Right to Use Asset		111,571			118,439
Intangible Assets		29,333			29,833

Total assets	$	3,103,269		$	3,191,246

LIABILITIES AND PARTNERS’ SURPLUS

Current Liabilities:
Accounts payable and accrued expenses	$	206,148		$	207,560
Accounts payable - related party		8,630			47,047
Customer deposits		12,207			66,035
Lease liabilities, current portion		29,426			27,903
Notes payable, current portion		21,797			21,797
Note payable-related parties		-			165,810
Refund liability		184,151			186,485
Convertible notes payable		389,330			481,190
Income tax payable		948,741			879,803
Total current liabilities		1,800,430			2,083,630

Notes payable, less current portion		397,237			397,237
Lease liabilities, net of current portion		88,233			96,069
Total liabilities		2,285,900			2,576,936

Partners’ Surplus
Common units - 100,000,000 units authorized; 88,804,035 units issued and outstanding		8,065,481			8,065,481
Common units to be issued; 578,723 units		34,723			34,723
Accumulated deficit		(7,282,835	)		(7,485,894	)
Total partners’ surplus		817,369			614,310
Total liabilities and partners’ surplus	$	3,103,269		$	3,191,246

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

VPR BRANDS, LP

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	March 31,
	2024			2023

Revenues
Product sales	$	1,183,701		$	3,039,354
Royalty revenue		335,058			41,667
Total revenues		1,518,759			3,081,021

Cost of Sales		1,041,903			2,557,348
Gross profit		476,856			523,673

Operating Expenses:
Selling, general and administrative		646,866			404,665
Total operating expenses		646,866			404,665

Net Operating (Loss) Income		(170,010	)		119,008

Other Income (Expense):
Settlement income, net		486,639			-
Interest income		876			-
Interest expense		(43,004	)		(76,085	)
Interest expense- related parties		(2,504	)		(17,609	)
Total other income (expense), net		442,007			(93,694	)

Net Income before Provision for Income Tax	$	271,997		$	25,314

Provision for Income Taxes		(68,938	)		-

Net Income		203,059			25,314

Net Income Per Common Unit - Basic	$	0.00		$	0.00

Net Income Per Common Unit - Diluted	$	0.00		$	0.00

Weighted-Average Common Units Outstanding - Basic		88,804,035			88,804,035

Weighted-Average Common Units Outstanding - Diluted		88,804,035			88,804,035

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

VPR BRANDS, LP

CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL SURPLUS/(DEFICIT)

(Unaudited)

												Total
												Partners’
												Capital
	Common Units				Common Units to be Issued				Accumulated			Surplus/
	Number		Amount		Number		Amount		Deficit			(Deficit)
Three Months Ended March 31, 2023
Balance at December 31, 2022		88,804,035	$	8,065,481		578,723	$	34,723	$	(10,418,696	)	$	(2,318,492	)
Net Income		-		-		-		-		25,314			25,314
Balance at March 31, 2023		88,804,035		8,065,481		578,723		34,723		(10,393,382	)		(2,293,178	)

Three Months Ended March 31, 2024
Balance at December 31, 2023		88,804,035	$	8,065,481		578,723	$	34,723	$	(7,485,894	)	$	614,310
Net Income		-		-		-		-		203,059			203,059
Balance at March 31, 2024		88,804,035	$	8,065,481		578,723	$	34,723		(7,282,835	)		817,369

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

VPR BRANDS, LP

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	203,059		$	25,314
Adjustments to reconcile net income to cash provided by operating activities:
Amortization of right of use asset		6,868			6,072
Amortization of intangible		500			-
Provision for inventory obsolescence		32,876			-
Interest on lease liability		4,266			5,064
Bad Debt Expense		11,903			-
Changes in operating assets and liabilities:
Royalty receivable		45,418			-
Inventory		(139,148	)		(145,649	)
Vendor deposits		44,459			483,220
Accounts receivable		(159,404	)		(24,670	)
Customer deposits		(53,828	)		(535,982	)
Prepaid		-			(5,502	)
Contract liability		-			458,333
Employee advances		(300	)		-
Refund liability		(2,334	)		-
Accounts payable related party		(38,417	)		-
Accounts payable and accrued expenses		(1,412	)		15,328
Income tax payable		68,938			-
Net cash provided by operating activities		23,444			281,528

Cash Flows from Financing Activities:
Payments of notes payable		-			(78,589	)
Payments of convertible notes payable		(91,860	)		(69,529	)
Payments of notes payable, related parties		(165,810	)		(42,338	)
Payments on lease liability		(10,579	)		(10,075	)
Net cash used in financing activities		(268,249	)		(200,531	)

Change in Cash		(244,805	)		80,997
Cash - Beginning of the Year		1,767,260			22,421
Cash - End of the Year	$	1,522,455		$	103,418

Supplemental Cash Flow Information:
Interest paid in cash	$	80,325		$	101,145

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

VPR BRANDS, LP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the three months ended MARCH 31, 2024 AND 2023

(Unaudited)

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 U.S. patent that the Company owns covering electronic cigarette, electronic cigar and personal vaporizer patents, as well as a patent for an inverted pocket lighter. The Company also has several trademarks (ELF, PHANTOM, HRB, VPOD, VAPOR X, and RIPPER) for which it is also engaged in licensing and various monetization strategies. The Company also designs, develops, markets and distributes products (the HoneyStick brand of vaporizers and the Goldline CBD products) oriented toward the cannabis markets. This allows us to capitalize on the rapidly growing expansion within the cannabis markets. The Company is also identifying electronic cigarette companies that may be infringing our patents and trademarks and exploring options to license and/or enforce our patents. The Company is now also selling DISSIM brand pocket lighters for which it holds a U.S. patent and patents pending. The Company also has patents pending in the cigar accessory space and sells these proprietary accessories.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for future periods or the full year.

Use of Estimates

GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions. Actual results could differ from these estimates.

Financial Condition

As reflected in the financial statements, the Company generated positive cash flows from operations of $23,444 for the three months ended March 31, 2024 and had positive working capital of $1,161,935 and had cash of $1,522,455 as of March 31, 2024. These factors serve to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the Company has sufficient cash and positive cash flows to meet its obligations for a minimum of twelve months from the date of issuance of these financial statements.

Cash

Cash is carried at cost and represents cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. The Company had no cash equivalents on March 31, 2024 and December 31, 2023. The Company’s cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. On March 31, 2024 and December 31, 2023, the Company had approximately $707,145 and $947,184 , respectively, of cash in excess of FDIC limits of $250,000. Any loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Accounts Receivable and Royalty Receivable

The Company recognizes an allowance for expected credit losses in accordance with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses.” This ASU sets forth a current expected credit loss model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. An allowance for credit losses is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. This evaluation is inherently subjective and requires estimates that are susceptible to significant revisions as more information becomes available.

As of March 31, 2024 and December 31, 2023, the Company had an allowance for expected credit loss of $15,937 and $10,925, respectively.

Inventory

Inventory consisting of finished products is stated at the lower of cost or net realizable value. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. As of March 31, 2024 and December 31, 2023, the provision for potential inventory obsolescence was $32,876 and $0, respectively.

Leases

The Company applied the FASB’s Accounting Standards Codification (“ASC”) Topic 842, Leases (Topic 842) to arrangements with lease terms of 12 months or more. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.

The Company has an operating lease principally for warehouse and office space. Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition to other appropriate facts and circumstances.

Revenue Recognition

The Company recognizes revenue when the risk gets transferred to the customer which occurs at a point in time, typically upon shipment of promised goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Revenues from product sales are recognized when the risk got transferred to the customer which occurred at a point in time, typically upon shipment of promised goods to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Royalty revenues consist of license and sublicense agreements to use the Company’s intellectual property in exchange for a sales-based royalty. Royalty revenue is recognized over time as the performance obligations are satisfied by licensees and sublicensees through sales of licensed products.

The Company records contract liabilities when cash payments are received or due in advance of satisfaction of performance obligations by licensees and sublicensees. During the year ended December 31, 2023, the Company received cash payments totaling $3,000,000 for the prepayment of royalties pursuant to a license agreement executed on January 2, 2023. The license agreement provides for monthly royalties to the Company totaling 5% of gross sales of licensed products by licensee and provides the licensee exclusive use of certain trademark and patent assets for an initial term of six months commencing March 2023 and expiring in September 2023. The Company recognized the prepaid royalties over the initial term of exclusivity. The license agreement required a monthly minimum royalty payments of $500,000 to maintain exclusivity on a month-to-month basis beyond September 2023. The minimum royalty payments were not met, so the agreement continued on a non-exclusive basis, with monthly royalties to the Company totaling 5% of gross sales of licensed products by the licensee and still and provides the licensee with non-exclusive use of certain trademark and patent assets.

The sublicense agreement executed in March 2023 provides for monthly royalties to the Company totaling 5% of gross sales of licensed products by sublicensee and provides the sublicensee exclusive use of certain trademark and patent assets in exchange for minimum monthly royalty payments totaling $250,000 beginning June 2023. The Company recognizes sublicense royalty revenue in the same period as the sublicensee for sales of licensed products.

Voluntary Recall

In February 2024, the Company initiated a voluntary recall of approximately 62,200 lighters due to a missing child safety feature. Under ASC 606, these products are not eligible for revenue recognition, as revenue cannot be recognized for amounts that are not expected to be entitled. Consequently, the Company recorded this as a refund liability. For the year ended December 31, 2023, the total impact of the recall, amounting to $198,068, has been recognized against revenues and receivables for potential credits associated with the recalled products.

During the three months ended March 31, 2024, $363 was refunded to retail consumers in cash, and $79,670 in credits was issued to wholesale and distributor customers. Only $1,971 of the credits were utilized during the three months ended March 31, 2024, the remaining unutilized credits are still included in the refund liability. The Company anticipates issuing refunds related to the recall throughout the year and will continue to evaluate potential losses.

As of March 31, 2024, and December 31, 2023, the refund liability was $184,151 and $186,485, respectively.

The following table provides information about accounts receivable, royalty receivable from contracts with customers and the refund liability as of March 31, 2024 and December 31, 2023:

	Accounts		Royalty		Refund
	Receivable		Receivable		Liability
December 31, 2023	$	337,774	$	88,286	$	186,485
March 31, 2024	$	485,275	$	42,868	$	184,151

Unit-Based Compensation

Unit-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 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 units as compensation in future periods for employee services.

The Company may issue restricted units to consultants for various services. Costs 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 units as compensation in future periods for services associated with the registration of the common units.

Convertible Instruments

The Company accounts for convertible instruments in accordance with ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This update significantly simplifies the accounting for convertible instruments by eliminating the requirement to bifurcate embedded conversion options from their host instruments, unless the conversion feature independently meets the definition of a derivative under ASC 815, Derivatives and Hedging Activities. Under ASC 815, a conversion feature is treated as a derivative only if its economic characteristics and risks are not clearly and closely related to those of the host contract, and other specific conditions are met.

When it is determined that the embedded conversion options do not require bifurcation, the entire convertible instrument is accounted for as a single liability at amortized cost. Discounts or premiums on convertible instruments are recognized based on the difference between the proceeds received and the principal amount, and are amortized over the life of the instrument using the effective interest method.

In the rare instances where a conversion option is bifurcated and accounted for as a derivative, the Company would apply the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the units 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.

Fair Value

The carrying values of the Company’s notes payables, convertible notes, and accounts payable and accrued expenses approximate their fair values because of the short-term nature of these instruments.

Basic and Diluted Net Income Per Unit

The Company computes net income per unit in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes, using the if-converted method. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Approximately 7,412,194 units underlying convertible notes were excluded from the calculation of diluted loss per share for the three months ended March 31, 2023 because their effect was antidilutive. The following summarizes the calculation of diluted income per unit for the three months ended March 31, 2023:

	Weighted
	Average		Net
For the Three Months Ended March 31, 2023:	Units		Income
Basic and Diluted		88,804,035	$	25,314

Net Income Per Common Unit – Basic and Diluted			$	0.00

In the three months ended March 31, 2024, 3,893,300 units underlying convertible notes were excluded from the calculation of diluted loss per share for the three months ended March 31, 2024 because their effect was antidilutive. The following summarizes the calculation of diluted income per unit for the three months ended March 31, 2024:

	Weighted
For the Three Months Ended March 31, 2024:	Average Units		Net Income
Basic		88,804,035	$	203,059

Net Income Per Common Unit – Basic and Diluted			$	0.00

Provision for Income Taxes

The Company has recorded income taxes in accordance with ASC 740, “Income Taxes.” This standard necessitates the recognition of deferred tax liabilities and assets for the expected future tax consequences of differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases.

The Company follows the provisions of FASB ASC 740-10, “Uncertainty in Income Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not believe it has any uncertain tax positions as of March 31, 2024 and December 31, 2023 that would require either recognition or disclosure in the accompanying unaudited financial statements.

During the three months ended March 31, 2023, the Company had minimal net income and a history of losses, and did not anticipate having a tax liability, so no provision for income tax was recorded.

The items accounting for the difference between income taxes at the effective Federal statutory rate and the provision for income taxes for the three months ended March 31, 2024 were as follows:

	March 31, 2024
Income tax expense at U.S. statutory rate	$	57,119
State income taxes, net of federal benefit		11,818
Valuation allowance		-
Provision for income tax	$	68,938

The provision for income taxes, effective tax rate, statutory federal income tax rate, and rate reconciliation for the three months ended March 31, 2024, and 2023 were as follows:

	Three Months Ended March 31,
	2024			2023
Provision for Income Taxes	$	68,938		$	-
Statutory Federal Income Tax Rate		21.00	%		21.00	%
State Income taxes, net of federal benefit		4.35	%		4.35	%
Valuation Allowance		-			(25.35	)%
Effective Tax Rate		25.35	%		-

The Company’s effective tax rate for the first quarter of 2024 was higher than the statutory federal income tax rate, primarily due to state income taxes. Additionally, the effective tax rate for the first quarter of 2024 was higher compared to the same quarter in 2023 because the Company had losses to offset income, which were fully utilized during 2023.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB 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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes—Improvements to Income Tax Disclosures. This guidance enhances the transparency and decision usefulness of income tax disclosures. More specifically, the amendments relate to the income tax rate reconciliation and income taxes paid disclosures and require 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 81540): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance became effective for the Company as of January 1, 2024. The adoption of this standard did not have a material impact on our financial statements, as our existing convertible instruments issued prior to January 1, 2024, did not have bifurcated conversion features and were past due by the effective date. Future issuances of convertible instruments will comply with the new standard, which may simplify both measurement and disclosure of these instruments.

NOTE 3: INTELLECTUAL PROPERTY

On November 16, 2023, the Company entered into a Bill of Sale and Assignment and Assumption Agreement with CartDub LLC, a Florida corporation (“Seller”), to purchase certain intangible assets for a total purchase price of $30,000.

The Company has allocated the purchase price among the acquired intangible assets based on their fair values at the acquisition date. These intangible assets are considered to have definite lives and will be amortized on a straight-line basis over their estimated useful lives, which are as follows:

Purchased Asset	Purchase Price		Useful Life
Intellectual Property	$	15,000	15 years
Trademarks		10,000	15 years
Trade name		5,000	15 Years
Total Intangible Assets	$	30,000

Amortization expense related to these intangible assets is recognized in the general and administrative expenses income statement line item and is included in the Company’s financial statements for the three months ended March 31, 2024.

For the three months ended March 31, 2024 there was $500 of amortization of intangible asset expense. There was no amortization of intangible assets expense for the three months ended March 31, 2023.

The following table presents the future amortization expense related to the acquired intangible assets:

For the fiscal year ending December 31,	Amortization Expense
2024 (remaining)	$	1,500
2025		2,000
2026		2,000
2027		2,000
2028		2,000
Thereafter		19,833
	$	29,333

NOTE 4: NOTES PAYABLE

On September 6, 2018, the Company issued the Amended and Restated Secured Promissory Note in the principal amount of $582,260 (the “A&R Note”). The principal amount of the A&R Note represents (i) $500,000 which Healthier Choices Management Corp. (HCMC) loaned to the Company on September 6, 2018, and (ii) $82,260, which represents the aggregate amount owed by the Company under the Original Notes as of September 6, 2018. The A&R Note, which has a maturity date of September 6, 2021, had the effect of amending and restating the Note and bears interest at the rate of 7% per annum. Pursuant to the terms of the A&R Note, the Company agreed to pay HCMC 155 weekly payments of $4,141, commencing on September 14, 2018 and ending on September 14, 2021, and a balloon payment for all remaining accrued interest and principal in the 156th week. The Company at its option has the right, by giving 15 business days’ advance notice to HCMC, to prepay a portion or all amounts outstanding under the A&R Note without penalty or premium. The balance of the note as of December 31, 2022 was $189,225, which was repaid during the year ended December 31, 2023.

On September 24, 2019, the Company entered into a working capital account agreement with Paypal Working Capital (“Paypal Note”), pursuant to which the Company borrowed $37,000, requiring repayment in amounts equal to 30% of sales collections processed through Paypal, but no less than $4,143, every 90 days, until the total amount of payments equals $41,430. The balance of the loan as of March 31, 2024 and December 31, 2023 was $21,797.

In October 2022, the Company entered into a purchase and sale agreement with BRMS, LLC (“BRMS Note 2”), pursuant to which the Company received proceeds of $250,000, to be remitted to BRMS, LLC in 52 weekly amounts totaling $1,140 bearing interest at 18.56% per annum. The balance of the note as of December 31, 2022 was $224,038, which was repaid during the year ended December 31, 2023.

Economic Injury Disaster Loan

On July 9, 2020 and June 24, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) in the aggregate amount of $159,900, payable in monthly instalments of principal and interest totaling $731 over 30 years beginning in June 2021. The note accrues interest at an annual rate of 3.75%. The loan is secured by all tangible and intangible property. The balance on this EIDL was $147,237 and $147,237 as of March 31, 2024 and December 31, 2023, respectively, and have been classified as a long-term liability in notes payable, less current portion on the accompanying balance sheets.

Daiagi Note

On May 18, 2022, the Company issued a promissory note in the principal amount of $250,000 (the “Daiagi Note”) to Mike Daiagi. The principal amount due under the Daiagi Note bears interest at the rate of 18% per annum payable monthly. The principal amount and accrued but unpaid interest is due and payable on the third anniversary of the issue date. The Daiagi Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Daiagi Note. The balance of the Daiagi Note was as of March 31, 2024 and December 31, 2023 was $250,000.

The following is a summary of notes payable activity for the three months ended March 31, 2024:

Balance at December 31, 2023	$	419,034
Repayments of notes payable		-
Balance at March 31, 2024	$	419,034
Current portion		(21,797	)
Notes payable, less current portion	$	397,237

NOTE 5: NOTES AND ACCOUNTS PAYABLE – RELATED PARTIES

During the three months March 31, 2024 and year ended December 31, 2023, the company repaid multiple unsecured promissory notes to Kevin Frija, who serves as its Chief Executive Officer, President, principal financial officer, principal accounting officer, Chairman of the Board, and a significant unitholder. These notes carried an interest rate of 24% per annum and permitted Mr. Frija to make one ACH payment withdrawal of $500, which increased to $1,500 per day for notes still outstanding in October of 2023, from the company’s bank account per business day until the principal and accrued interest were fully repaid. The notes were issued on various dates between April 2021 and September 2022. All were due within a year of their respective issuance dates.

As of December 31, 2023 the outstanding balance of the remaining notes was $165,810 and As of March 31, 2024 there is no outstanding balance related to these notes.

During the year ended December 31, 2023 the Company repaid the notes amounting to $948,608 and during three month ended March 31, 2024 company has repaid the remaining notes amounting to $ 165,810.

The following is a summary of notes payable – related parties activity for the three months ended March 31, 2024:

Balance at December 31, 2023	$	165,810
Repayments of principal		(165,810	)
Balance at March 31, 2024	$	-

NOTE 6: CONVERTIBLE NOTES PAYABLE

Brikor Note

On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 to Brikor LLC. The principal amount due under the Brikor Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Brikor Note) is due and payable on the third anniversary of the issue date. The Brikor Note and the amounts payable thereunder are unsecured obligations of the Company and is senior in right of payment and otherwise to all indebtedness, as provided in the Brikor Note.

At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Brikor Note. The portion of the Brikor Note subject to redemption will be redeemed by the Company in cash.

The Brikor Note is convertible into common units of the Company. Pursuant to the terms of the Brikor Note, Brikor has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount (as hereinafter defined) into common units in accordance with the provisions of the Brikor Note at the Conversion Rate (as hereinafter defined). The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Brikor Note) (such result, the “Conversion Rate”). “Conversion Amount” means the sum of (A) the portion of the principal balance of the Brikor Note to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)), if any. In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of $26.4%. The balance of the Brikor Note as of March 31, 2024 and December 31, 2023 was $77,574 and $95,965, respectively.

Daiagi and Daiagi Note

On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Daiagi and Daiagi Note”) to Mike Daiagi and Mathew Daiagi jointly (the “Daiagis”). The principal amount due under the Daiagi and Daiagi Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Daiagi and Daiagi Note) is due and payable on the third anniversary of the issue date. The Daiagi and Daiagi Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Daiagi and Daiagi Note.

At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Daiagi and Daiagi Note. The portion of the Daiagi and Daiagi Note subject to redemption will be redeemed by the Company in cash.

The Daiagi and Daiagi Note is convertible into common units of the Company. Pursuant to the terms of the Daiagi and Daiagi Note, the Daiagis have the right, at their option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Daiagi and Daiagi Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Daiagi and Daiagi Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of $26.4%. The balance of the Daiagi and Daiagi Note as of March 31, 2024 and December 31, 2023 was $77,574 and $95,965, respectively.

Amber Investments Note

On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Amber Investments Note”) to Amber Investments LLC (“Amber Investments”). The principal amount due under the Amber Investments Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Amber Investments Note) is due and payable on the third anniversary of the issue date. The Amber Investments Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Amber Investments Note.

At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Amber Investments Note. The portion of the Amber Investments Note subject to redemption will be redeemed by the Company in cash.

The Amber Investments Note is convertible into common units of the Company. Pursuant to the terms of the Amber Investments Note, Amber Investments has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Amber Investments Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Amber Investments Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of $26.4%. The balance of the Amber Investments Note as of March 31, 2024 and December 31, 2023 was $77,574 and $95,965, respectively.

K& S Pride Note

On February 19, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “K & S Pride Note”) to K & S Pride Inc. (“K & S Pride”). The principal amount due under the K & S Pride Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the K & S Pride Note) is due and payable on the third anniversary of the issue date. The K & S Pride Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the K & S Pride Note.

At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the K & S Pride Note. The portion of the K & S Pride Note subject to redemption will be redeemed by the Company in cash.

The K & S Pride Note is convertible into common units of the Company. Pursuant to the terms of the K & S Pride Note, K & S Pride has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the K & S Pride Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the K & S Pride Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of $26.4%. The balance of the K & S Pride Note as of March 31, 2024 and December 31, 2023 was $79,032 and $97,330, respectively.

Surplus Depot Note

On February 20, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Surplus Depot Note”) to Surplus Depot Inc. (“Surplus Depot”). The principal amount due under the K & S Pride Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Surplus Depot Note) is due and payable on the third anniversary of the issue date. The Surplus Depot Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Surplus Depot Note.

At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Surplus Depot Note. The portion of the Surplus Depot Note subject to redemption will be redeemed by the Company in cash.

The Surplus Depot Note is convertible into common units of the Company. Pursuant to the terms of the Surplus Depot Note, Surplus Depot has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Surplus Depot Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Surplus Depot Note). In March 2022, the Company began making monthly payments of principal and interest of $1,860 at the default annual interest rate of $26.4%. The balance of the Surplus Depot Note as of March 31, 2024 and December 31, 2023 was $77,574 and $95,965, respectively.

NOTE 7: PARTNERS’ CAPITAL SURPLUS/(DEFICIT)

The Company is authorized to issue 100,000,000 common units with no par value. As of March 31, 2024, and December 31, 2023, the Company had outstanding 88,804,035 common units issued, and 578,723 common units issuable pursuant to convertible debt conversions in 2020 yet to be issued.

Amendment to Partnership Agreement

On January 23, 2020, the Company executed the Second Amendment (the “Second Amendment”) to Limited Partnership Agreement (the “Agreement”) in order to create a new class of Company securities titled Class A preferred units.

Pursuant to Section 5.6 of the Agreement, Soleil Capital Management LLC, the Company’s general partner (the “General Partner”) may, without the approval of the Company’s limited partners, issue additional Company securities for any Company purpose at any time and from time to time for such consideration and on such terms and conditions as the General Partner shall determine in its sole discretion, all without the approval of any limited partners, and that each additional Company interest authorized to be issued by the Company may be issued in one or more classes, or one of more series of any such classes, with such designations, preferences, rights, powers and duties as shall be fixed by the General Partner in its sole discretion. Pursuant to Section 13.1 of the Agreement, the General Partner may, without the approval of any partner, any unitholder or any other person, amend any provision of the Agreement to reflect any amendment expressly permitted in the Agreement to be made by the General Partner acting along, therefore including the creation of a new class of Company securities.

The designation, powers, preferences and rights of the Class A preferred units and the qualifications, limitations and restrictions thereof are contained in the Second Amendment, and are summarized as follows:

Number and Stated Value. The number of authorized Class A preferred units is 1,000,000. Each Class A preferred unit will have a stated value of $2.00 (the “Stated Value”).

Rights. Except as set forth in the Second Amendment, each Class A preferred unit has all of the rights, preferences and obligations of the Company’s common units as set forth in the Agreement and shall be treated as a common unit for all other purposes of the Agreement.

Dividends.

Rate. Each Class A preferred unit is entitled to receive an annual dividend at a rate of 8% per annum on the Stated Value., which shall accrue on a monthly basis at the rate of 0.6666% per month, non-compounding, and shall be payable in cash within 30 days of each calendar year for which the dividend is payable.

Liquidation. In the event of a liquidation, dissolution or winding up of the Company, a merger or consolidation of the Company wherein the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, each Class A unit will be entitled to receive, prior an in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common units or any other Company securities ranking junior to the Class A preferred units, or to the General Partner, an amount per Class A preferred unit equal to any accrued but unpaid dividends. If, upon such an event and after the payment of preferential amounts required to be paid to holders of any Company securities having a ranking upon liquidation senior to the Class A preferred units, the assets of the Company available for distribution to the partners of the Company are insufficient to provide for both the payment of the full Class A liquidation preference and the preferential amounts (if any) required to be paid to holders of any other Company securities having a ranking upon liquidation pari passu with the Class A preferred units, such assets as are so available shall be distributed among the Class A preferred units and the holders of any other series of Company securities having a ranking upon liquidation pari passu with the Class A preferred units in proportion to the relative aggregate preferential amount each such holder is otherwise entitled to receive.

Conversion Rights.

Conversion. Upon notice, a holder of Class A preferred units has the right, at its option, to convert all or a portion of the Class A preferred units held into fully paid and nonassessable Company common units.

Conversion Price. Each Class A preferred unit is convertible into a number of common units equal to (x) the Stated Value plus any accrued and unpaid dividends, divided by (y) the Conversion Price (as hereinafter defined). The “Conversion Price” means 85% multiplied by the VWAP (as defined in the Second Amendment), representing a discount rate of 15%.

Conversion Limitation. In no event shall a holder of Class A preferred units be entitled to convert any of the Class A preferred units in excess of that number of Class A preferred units upon conversion of which the sum of (1) the number of common units beneficially owned by such holder and its affiliates (other than common units which may be deemed beneficially owned through the ownership of the unconverted Class A preferred units or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein), and (2) the number of common units issuable upon the conversion of all Class A preferred units held by such holder would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding common units.

NOTE 8: COMMITMENTS AND CONTINGENCIES

Lease Agreements

Warehouse and Office Space

On May 19, 2022, the Company entered into a 5-year of approximately 3,100 square feet of warehouse and office space. The lease requires base monthly rent of $3,358 per month for the first year and provides for 5% increase in base rent on each anniversary date. At inception of the lease, the Company recorded a right to use asset and obligation of $157,363, equal to the present value of remaining payments of minimum required lease payments.

As of March 31, 2024 and December 31, 2023, right-of-use assets (“ROU”) are summarized as follows:

	March 31,			December 31,
	2024			2023
Warehouse and office lease right-of-use assets	$	157,363		$	157,363
Less: accumulated amortization		(45,792	)		(38,924	)
Right-of-use assets, net	$	111,571		$	118,439

As of March 31, 2024 and December 31, 2023, operating lease liabilities related to the ROU assets are summarized as follows:

	March 31,			December 31,
	2024			2023
Lease liabilities related to warehouse and office lease right-of-use assets	$	117,659		$	123,972
Less: current portion of lease liabilities		(29,426	)		(27,903	)
Lease liabilities, net of current portion	$	88,233		$	96,069

As of March 31, 2024, the weighted average lease term remaining is 3.17 years and the imputed interest rate is 14%.

The following table presents the maturity of the Company’s operating lease liabilities as of March 31, 2024:

Twelve Months Ended March 31,	Amount
2025	$	44,078
2026		46,282
2027		48,596
Remaining		8,164
Total minimum non-cancelable operating lease payments		147,120
Less: discount to fair value		(29,462	)
Total lease liability as of March 31, 2024	$	117,659

The Company amortized $6,868 and $6,072 of the right to use asset during the three months ended March 31, 2024 and 2023, respectively.

Rent expense for the three months ended March 31, 2024 and 2023 totaled $16,806 and $16,791, 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. There are 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.

On April 20, 2023, the Company entered into a Litigation Resolution Agreement (the “Agreement”) with Safa Goods, LLC regarding trademark and patent infringements of Company branded products. Pursuant to the terms of the Agreement, the Company is to receive cash payments $5,300,197 over 18-months which will be recognized as settlement income when received due to uncertainty in timing and amount to be received. The Company received cash payments under the Agreement totaling $486,639, net of settlement legal fees during the three months ended March 31, 2024 and are included in net settlement income in the accompanying statements of operations.

Voluntary Recall

As of March 31, 2024, and December 31, 2023, the refund liability was $184,151 and $186,485, respectively.

Customer Concentration

During the three months ended March 31, 2024, 60% of the Company’s net revenues were generated from five customers. Accounts receivable and royalty receivable due from these customers as of March 31, 2024 and December 2023 totaled $391,697 and $110,051, respectively

During the three months ended March 31, 2023, 72% of the Company’s net revenues were generated from two customers. Accounts receivable and royalty receivable due from these customers as of March 31, 2023 totaled $218,600

NOTE 9: SUBSEQUENT EVENTS

No events occurred subsequent to the date of the Company’s financial statements that would require adjustments to, or disclosure in, the aforementioned financial statements. The Company evaluated subsequent events through the date the financial statements are issued,

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of VPR Brands, LP (“VPRB” or the “Company”) should be read in conjunction with our unaudited condensed financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. This Quarterly Report on Form 10-Q includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to the “Risk Factors” section of the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024.

Overview

We are a company engaged in the electronic cigarette and personal vaporizer industry. We own a portfolio of electronic cigarette and personal vaporizer patents which are the basis for our efforts to:

●

Design, market, license, and distribute a line of vaporizers under the “ELF” brand;

●

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

●

Design, market and distribute a line of vaporizers for essential oils, concentrates, and dry herbs under the “HONEYSTICK” brand;

●

Design, market and distribute a line of cannabidiol (“CBD”) products under the “GOLD LINE” brand;

●

Design, market and distribute electronic cigarettes and popular vaporizers under the KRAVE brand;

●

Prosecute and enforce our patent and trademark rights;

●

License our intellectual property; and

●

Develop private label manufacturing programs.

Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

Revenues

Our revenues from product sales for the three months ended March 31, 2024 and 2023 were $1,183,701 and $3,039,354, respectively. Royalty revenues for the three months ended March 31, 2024 and 2023 were $335,058 and $41,667, respectively. The increase in total revenues was a result of royalty revenue from the licensing of intellectual property.

Cost of Sales

Cost of sales for the three months ended March 31, 2024 and 2023 was $1,041,903 and $2,557,348, respectively. Gross margins decreased to 31% for the three months ended March 31, 2024 compared to 17% for the three months ended March 31, 2023, due to increased portion of product sales mix attributable to lower margin products.

Operating Expenses

Operating expenses for the three months ended March 31, 2024 were $646,866 as compared to $404,665 for the three months ended March 31, 2023.

Other Income

Net other income for the three months ended March 31, 2024 was $442,007 compared to net other expense of $93,694 for the three months ended March 31, 2023.

Net Income

Net income for the three months ended March 31, 2024 was $203,059 compared to $25,314 for the three months ended March 31, 2023.

Liquidity and Capital Resources

The following table sets forth a summary of our net cash flows for the periods indicated:

	For the Three Months Ended March 31,
	2024			2023
Net cash flows provided by operating activities	$	23,444		$	281,528	)
Net cash flows used in financing activities	$	(268,249	)	$	(200,531	)
Net cash used in investing activities	$	-			-

Cash provided by operations was $23,444 for three months ended March 31, 2024 as compared to $281,528 in three months ended March 31, 2023. Cash provided by operations during the three months ended March 31, 2024 was mainly a result of the Company’s net income and increases in vendor deposit assets and royalty receivables and partially offset by uses of cash relating increases in inventory and a decrease in customer deposit liabilities.

Cash provided by operations during the three months ended March 31, 2023 was mainly a result of the Company’s net income and increases in vendor deposit assets and contract liabilities and partially offset by uses of cash relating increases in inventory, accounts receivable and decrease in customer deposits and refund liabilities.

During the three months ended March 31, 2024, the Company repaid $91,860 of principal on convertible notes payable, repaid $165,810 of principal on notes payable to related parties and repaid $10,579 of lease liability principal.

During the three months ended March 31, 2023, the Company repaid $78,589 of notes principal, repaid $69,529 of principal on convertible notes payable, repaid $42,338 of principal on notes payable to related parties and repaid $10,075 of lease liability principal.

Assets

At March 31, 2024 and December 31, 2023, we had total assets of $3,103,269 and $3,191,246, respectively. Assets primarily consist of the cash accounts held by the Company, inventory, vendor deposits, accounts receivable, royalty receivable and a right-to-use asset. During the three months ended March 31, 2024. the Company’s accounts receivable increased by $147,501, royalty receivable decreased by $45,418, inventory increased by $106,272, net of obsolesce and vendor deposits decreased by $44,459.

Liabilities

At March 31, 2024 and December 31, 2023, we had total liabilities of $2,285,900 and $2,576,936, respectively.

Availability of Additional Funds

Our capital requirements going forward will consist of financing our operations until we are able to reach a level of revenues and gross margins adequate to equal or exceed our ongoing operating expenses. We do not have any credit agreement or source of liquidity immediately available to us.

Since inception, our operations have primarily been funded through proceeds from equity and debt financing. At March 31, 2024, we had $1,522,455 of cash on hand. Although we believe that we have access to capital resources, there are no commitments in place for new financing as of the filing date of this Quarterly Report on Form 10-Q and there can be no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. We expect to have ongoing needs for working capital in order to (a) fund operations; plus (b) fund strategic acquisitions. To that end, we may be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund its liabilities, or (d) seek protection from creditors.

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our unitholders or that result in our unitholders losing all of their investment in our Company.

If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and control of your units and could be at prices substantially below prices at which our units currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our unitholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

Our unaudited condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate our continuation as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Our significant accounting policies are described in notes accompanying the financial statements. The preparation of the financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. Estimates are based on information available as of the date of the financial statements, and accordingly, actual results in future periods could differ from these estimates. Significant judgments and estimates used in the preparation of the financial statements apply critical accounting policies described in the notes to our financial statements.

We consider our recognition of revenues, accounting for intangible assets and related impairment analyses, the allowance for doubtful accounts and accounting for equity transactions, to be most critical in understanding the judgments that are involved in the preparation of our financial statements.

Together with our critical accounting policies set out below, our significant accounting policies are summarized in Note 2 of our unaudited condensed financial statements as of and for the three months ended March 31, 2024.

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for future periods or the full year.

Use of Estimates

U.S. GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions. Actual results could differ from these estimates.

Financial Condition

Cash

Accounts Receivable and Royalty Receivable

As of March 31, 2024 and December 31, 2023, the Company had an allowance for expected credit loss of $15,937 and $10,925, respectively.

Inventory

Leases

Revenue Recognition

The Company records contract liabilities when cash payments are received or due in advance of satisfaction of performance obligations by licensees and sublicensees. During the year ended December 31, 2023, the Company received cash payments totaling $3,000,000 for the prepayment of royalties pursuant to a license agreement executed on January 2, 2023. The license agreement provides for monthly royalties to the Company totaling 5% of gross sales of licensed products by licensee and provides the licensee exclusive use of certain trademark and patent assets for an initial term of six months commencing March 2023 and expiring in September 2023. The Company is recognizing prepaid royalties over the initial term of exclusivity. The license agreement requires monthly minimum royalty payments of $500,000 to maintain exclusivity on a month-to-month basis beyond September 2023.

Voluntary Recall

As of March 31, 2024, and December 31, 2023, the refund liability was $184,151 and $186,485, respectively.

The following table provides information about accounts receivable, royalty receivable from contracts with customers and the refund liability as of March 31, 2024 and December 31, 2023:

	Accounts		Royalty		Refund
	Receivable		Receivable		Liability
December 31, 2023	$	337,774	$	88,286	$	186,485
March 31, 2024	$	485,275	$	42,868	$	184,151

Unit-Based Compensation

Convertible Instruments

Fair Value

Basic and Diluted Net Income Per Unit

	Weighted
	Average
For the Three Months Ended March 31, 2023:	Units		Net Income
Basic and Diluted		88,804,035	$	25,314

Net Income Per Common Unit – Basic and Diluted			$	0.00

	Weighted
For the Three Months Ended March 31, 2024:	Average Units		Net Income
Basic		88,804,035	$	203,059

Net Income Per Common Unit – Basic and Diluted			$	0.00

Provision for Income Taxes

During the three months ended March 31, 2023, the Company had minimal net income and a history of losses, and did not anticipate having a tax liability, so no provision for income tax was recorded.

The items accounting for the difference between income taxes at the effective Federal statutory rate and the provision for income taxes for the three months ended March 31, 2024 were as follows:

	March 31, 2024
Income tax expense at U.S. statutory rate	$	57,119
State Income taxes, net of federal benefit		11,818
Valuation allowance		-
Provision for income tax	$	68,938

The provision for income taxes, effective tax rate, statutory federal income tax rate, and rate reconciliation for the three months ended March 31, 2024, and 2023 were as follows:

	Three Months Ended March 31,
	2024			2023
Provision for Income Taxes	$	68,938		$	-
Statutory Federal Income Tax Rate		21.00	%		21.00	%
State Income taxes, net of federal benefit		4.35	%		4.35	%
Valuation Allowance		-			(25.35	)%
Effective Tax Rate		25.35	%		-

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 81540): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance became effective for the Company as of January 1, 2024. The adoption of this standard did not have a material impact on our financial statements, as our existing convertible instruments issued prior to January 1, 2024, had not bifurcated conversion features and were past due by the effective date. Future issuances of convertible instruments will comply with the new standard, which may simplify both measurement and disclosure of these instruments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to include disclosure under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2024. Based on such review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, the disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure, because of a continued material weakness in our internal control over financial reporting, as described below.

The Company did not maintain an effective financial reporting process to prepare financial statements in accordance with generally accepted accounting principles in the United States. 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.

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

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

There are no current, pending or threatened legal proceedings against the Company.

ITEM 1A. RISK FACTORS

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2023. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our operations.

ITEM 5. OTHER INFORMATION

(a) None.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

(c) During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

ITEM 6. EXHIBITS

Exhibit Number		Description

10.1		Exclusive Distribution Agreement between the Registrant and Turning Point Brands Canada, dated December 13, 2023 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on January 4, 2024)

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act

32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document *

101.SCH		Inline XBRL Taxonomy Extension Schema Document *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *

104		Cover Page Interactive Data File (embedded within the Inline XBRL document) *

Filed herewith

Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VPR BRANDS, LP

Dated: May 16, 2024	By:	/s/ Kevin Frija
		Chief Executive Officer
		(principal executive officer,
		principal financial officer and
		principal accounting officer)

NONE 88804035 25314 0.00 0.00 false --12-31 Q1 0001376231 0001376231 2024-01-01 2024-03-31 0001376231 2024-05-16 0001376231 2024-03-31 0001376231 2023-12-31 0001376231 us-gaap:RelatedPartyMember 2024-03-31 0001376231 us-gaap:RelatedPartyMember 2023-12-31 0001376231 vprb:ProductRevenueMember 2024-01-01 2024-03-31 0001376231 vprb:ProductRevenueMember 2023-01-01 2023-03-31 0001376231 vprb:RoyaltyRevenueMember 2024-01-01 2024-03-31 0001376231 vprb:RoyaltyRevenueMember 2023-01-01 2023-03-31 0001376231 2023-01-01 2023-03-31 0001376231 vprb:CommonUnitsMember 2022-12-31 0001376231 vprb:CommonUnitsOneMember 2022-12-31 0001376231 us-gaap:RetainedEarningsMember 2022-12-31 0001376231 2022-12-31 0001376231 vprb:CommonUnitsMember 2023-01-01 2023-03-31 0001376231 vprb:CommonUnitsOneMember 2023-01-01 2023-03-31 0001376231 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001376231 vprb:CommonUnitsMember 2023-03-31 0001376231 vprb:CommonUnitsOneMember 2023-03-31 0001376231 us-gaap:RetainedEarningsMember 2023-03-31 0001376231 2023-03-31 0001376231 vprb:CommonUnitsMember 2023-12-31 0001376231 vprb:CommonUnitsOneMember 2023-12-31 0001376231 us-gaap:RetainedEarningsMember 2023-12-31 0001376231 vprb:CommonUnitsMember 2024-01-01 2024-03-31 0001376231 vprb:CommonUnitsOneMember 2024-01-01 2024-03-31 0001376231 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001376231 vprb:CommonUnitsMember 2024-03-31 0001376231 vprb:CommonUnitsOneMember 2024-03-31 0001376231 us-gaap:RetainedEarningsMember 2024-03-31 0001376231 2023-01-01 2023-12-31 0001376231 2023-01-02 2023-01-02 0001376231 2023-03-01 2023-03-31 0001376231 2023-06-01 2023-06-30 0001376231 vprb:VoluntaryRecallMember 2023-01-01 2023-12-31 0001376231 2023-11-16 2023-11-16 0001376231 us-gaap:IntellectualPropertyMember 2024-01-01 2024-03-31 0001376231 us-gaap:IntellectualPropertyMember 2024-03-31 0001376231 us-gaap:TrademarksMember 2024-01-01 2024-03-31 0001376231 us-gaap:TrademarksMember 2024-03-31 0001376231 us-gaap:TradeNamesMember 2024-01-01 2024-03-31 0001376231 us-gaap:TradeNamesMember 2024-03-31 0001376231 vprb:AmendedAndRestatedSecuredPromissoryNoteMember 2018-09-06 0001376231 vprb:AmendedAndRestatedSecuredPromissoryNoteMember 2018-09-01 2018-09-06 0001376231 vprb:AmendedAndRestatedSecuredPromissoryNoteMember 2024-01-01 2024-03-31 0001376231 vprb:BRMSLLCMember 2022-12-31 0001376231 vprb:PaypalNoteMember 2019-09-20 2019-09-24 0001376231 vprb:PaypalNoteMember 2019-09-24 0001376231 srt:MaximumMember vprb:PaypalNoteMember 2019-09-20 2019-09-24 0001376231 vprb:PaypalNoteMember 2024-01-01 2024-03-31 0001376231 vprb:PaypalNoteMember 2023-01-01 2023-12-31 0001376231 vprb:PromissoryNoteMember vprb:KabbageIncMember 2022-10-31 0001376231 vprb:KabbageIncMember 2022-10-01 2022-10-31 0001376231 2022-10-31 0001376231 vprb:AmendedAndRestatedSecuredPromissoryNoteMember 2022-12-31 0001376231 vprb:MarchTwoThousandTwentyOnePPPLoanMember 2020-07-09 0001376231 vprb:EconomicInjuryDisasterLoanMember 2020-06-24 0001376231 vprb:EconomicInjuryDisasterLoanMember 2021-06-01 2021-06-30 0001376231 vprb:EconomicInjuryDisasterLoanMember 2024-01-01 2024-03-31 0001376231 vprb:EconomicInjuryDisasterLoanMember 2024-03-31 0001376231 vprb:EconomicInjuryDisasterLoanMember 2023-12-31 0001376231 vprb:DaiagiNoteMember 2022-05-18 0001376231 vprb:DaiagiNoteMember 2024-03-31 0001376231 vprb:January2021FrijaNoteMember vprb:KevinFrijaMember 2024-03-31 0001376231 2023-10-31 2023-10-31 0001376231 2023-10-31 0001376231 vprb:BrikorNoteMember 2019-02-15 0001376231 vprb:BrikorNoteMember 2024-03-31 0001376231 vprb:BrikorNoteMember 2022-03-31 0001376231 vprb:BrikorNoteMember 2022-03-01 2022-03-31 0001376231 vprb:BrikorNoteMember 2023-12-31 0001376231 vprb:DaiagiAndDaiagiNoteMember 2019-02-15 0001376231 vprb:DaiagiAndDaiagiNoteMember 2024-03-31 0001376231 vprb:DaiagiAndDaiagiNoteMember 2022-03-31 0001376231 vprb:DaiagiAndDaiagiNoteMember 2022-03-01 2022-03-31 0001376231 vprb:DaiagiAndDaiagiNoteMember 2023-12-31 0001376231 vprb:AmberInvestmentsNoteMember 2019-02-15 0001376231 vprb:AmberInvestmentsNoteMember 2024-03-31 0001376231 vprb:AmberInvestmentsNoteMember 2022-03-31 0001376231 vprb:AmberInvestmentsNoteMember 2022-03-01 2022-03-31 0001376231 vprb:AmberInvestmentsNoteMember 2023-12-31 0001376231 vprb:KSPrideNoteMember 2019-02-19 0001376231 vprb:KSPrideNoteMember 2024-03-31 0001376231 vprb:KSPrideNoteMember 2022-03-31 0001376231 2022-03-01 2022-03-31 0001376231 vprb:SurplusDepotNoteMember 2019-02-20 0001376231 vprb:SurplusDepotNoteMember 2024-03-31 0001376231 vprb:SurplusDepotNoteMember 2022-03-31 0001376231 vprb:SurplusDepotNoteMember 2022-03-01 2022-03-31 0001376231 vprb:SurplusDepotNoteMember 2023-12-31 0001376231 us-gaap:ConvertibleDebtMember 2024-03-31 0001376231 us-gaap:PreferredClassAMember 2024-03-31 0001376231 us-gaap:PreferredClassAMember 2024-01-01 2024-03-31 0001376231 vprb:WarehouseAndOfficeSpaceMember 2022-05-19 0001376231 vprb:WarehouseAndOfficeSpaceMember 2024-01-01 2024-03-31 0001376231 vprb:LitigationResolutionAgreementMember 2023-04-20 0001376231 vprb:LitigationResolutionAgreementMember 2024-03-31 0001376231 vprb:VoluntaryRecallMember 2024-02-29 0001376231 vprb:VoluntaryRecallMember 2023-01-01 2023-12-31 0001376231 vprb:FiveCustomerMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001376231 vprb:TwoCustomerMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-03-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure utr:sqm

Exhibit 31.1

CERTIFICATIONS

I, Kevin Frija, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of VPR Brands, LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant) and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 16, 2024

/s/ Kevin Frija
Kevin Frija
Chief Executive Officer
(principal executive officer)

Exhibit 31.2

CERTIFICATIONS

I, Kevin Frija, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of VPR Brands, LP;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 16, 2024

/s/ Kevin Frija
Kevin Frija
Chief Executive Officer
(principal financial officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of VPR Brands, LP (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Kevin Frija, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 16, 2024

/s/ Kevin Frija
Kevin Frija, Chief Executive Officer
(principal executive officer and principal financial officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 16, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	VPR Brands, LP
Entity Central Index Key	0001376231
Entity File Number	000-54545
Entity Tax Identification Number	45-1740641
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1141 Sawgrass Corporate Parkway
Entity Address, City or Town	Sunrise
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33323
Entity Phone Fax Numbers [Line Items]
City Area Code	(954)
Local Phone Number	715-7001
Entity Listings [Line Items]
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		88,804,035

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 1,522,455	$ 1,767,260
Accounts receivable, net	485,275	337,774
Royalty receivable	42,868	88,286
Inventory , net	669,775	563,503
Vendor deposits	226,134	270,593
Employee advance	300
Deposits	15,558	15,558
Total current assets	2,962,365	3,042,974
Right to Use Asset	111,571	118,439
Intangible Assets	29,333	29,833
Total assets	3,103,269	3,191,246
Current Liabilities:
Accounts payable and accrued expenses	206,148	207,560
Customer deposits	12,207	66,035
Lease liabilities, current portion	29,426	27,903
Notes payable, current portion	21,797	21,797
Refund liability	184,151	186,485
Convertible notes payable	389,330	481,190
Income tax payable	948,741	879,803
Total current liabilities	1,800,430	2,083,630
Notes payable, less current portion	397,237	397,237
Lease liabilities, net of current portion	88,233	96,069
Total liabilities	2,285,900	2,576,936
Partners’ Surplus
Common units - 100,000,000 units authorized; 88,804,035 units issued and outstanding	8,065,481	8,065,481
Common units to be issued; 578,723 units	34,723	34,723
Accumulated deficit	(7,282,835)	(7,485,894)
Total partners’ surplus	817,369	614,310
Total liabilities and partners’ surplus	3,103,269	3,191,246
Related Party
Current Liabilities:
Accounts payable - related party	8,630	47,047
Note payable-related parties		$ 165,810

Condensed Balance Sheets (Parentheticals) - shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common units authorized	100,000,000	100,000,000
Common units issued	88,804,035	88,804,035
Common units outstanding	88,804,035	88,804,035
Common units to be issued	578,723	578,723

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues
Total revenues	$ 1,518,759	$ 3,081,021
Cost of Sales	1,041,903	2,557,348
Gross profit	476,856	523,673
Operating Expenses:
Selling, general and administrative	646,866	404,665
Total operating expenses	646,866	404,665
Net Operating (Loss) Income	(170,010)	119,008
Other Income (Expense):
Settlement income, net	486,639
Interest income	876
Interest expense	(43,004)	(76,085)
Interest expense- related parties	(2,504)	(17,609)
Total other income (expense), net	442,007	(93,694)
Net Income before Provision for Income Tax	271,997	25,314
Provision for Income Taxes	(68,938)
Net Income	$ 203,059	$ 25,314
Net Income Per Common Unit - Basic (in Dollars per share)	$ 0	$ 0
Net Income Per Common Unit - Diluted (in Dollars per share)	$ 0	$ 0
Weighted-Average Common Units Outstanding - Basic (in Shares)	88,804,035	88,804,035
Weighted-Average Common Units Outstanding - Diluted (in Shares)	88,804,035	88,804,035
Product sales
Revenues
Total revenues	$ 1,183,701	$ 3,039,354
Royalty revenue
Revenues
Total revenues	$ 335,058	$ 41,667

Condensed Statements of Changes in Partners’ Capital Surplus/(Deficit) (Unaudited) - USD ($)	Common Units	Common Units to be Issued	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 8,065,481	$ 34,723	$ (10,418,696)	$ (2,318,492)
Balance (in Shares) at Dec. 31, 2022	88,804,035	578,723
Net Income			25,314	25,314
Balance at Mar. 31, 2023	$ 8,065,481	$ 34,723	(10,393,382)	(2,293,178)
Balance (in Shares) at Mar. 31, 2023	88,804,035	578,723
Balance at Dec. 31, 2023	$ 8,065,481	$ 34,723	(7,485,894)	614,310
Balance (in Shares) at Dec. 31, 2023	88,804,035	578,723
Net Income			203,059	203,059
Balance at Mar. 31, 2024	$ 8,065,481	$ 34,723	$ (7,282,835)	$ 817,369
Balance (in Shares) at Mar. 31, 2024	88,804,035	578,723

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net income	$ 203,059	$ 25,314
Adjustments to reconcile net income to cash provided by operating activities:
Amortization of right of use asset	6,868	6,072
Amortization of intangible	500
Provision for inventory obsolescence	32,876
Interest on lease liability	4,266	5,064
Bad Debt Expense	11,903
Changes in operating assets and liabilities:
Royalty receivable	45,418
Inventory	(139,148)	(145,649)
Vendor deposits	44,459	483,220
Accounts receivable	(159,404)	(24,670)
Customer deposits	(53,828)	(535,982)
Prepaid		(5,502)
Contract liability		458,333
Employee advances	(300)
Refund liability	(2,334)
Accounts payable related party	(38,417)
Accounts payable and accrued expenses	(1,412)	15,328
Income tax payable	68,938
Net cash provided by operating activities	23,444	281,528
Cash Flows from Financing Activities:
Payments of notes payable		(78,589)
Payments of convertible notes payable	(91,860)	(69,529)
Payments of notes payable, related parties	(165,810)	(42,338)
Payments on lease liability	(10,579)	(10,075)
Net cash used in financing activities	(268,249)	(200,531)
Change in Cash	(244,805)	80,997
Cash - Beginning of the Year	1,767,260	22,421
Cash - End of the Year	1,522,455	103,418
Supplemental Cash Flow Information:
Interest paid in cash	$ 80,325	$ 101,145

Organization

3 Months Ended

Mar. 31, 2024

Organization [Abstract]

ORGANIZATION

NOTE 1. ORGANIZATION

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Financial Condition

Cash

Accounts Receivable and Royalty Receivable

As of March 31, 2024 and December 31, 2023, the Company had an allowance for expected credit loss of $15,937 and $10,925, respectively.

Inventory

Leases

Revenue Recognition

Voluntary Recall

As of March 31, 2024, and December 31, 2023, the refund liability was $184,151 and $186,485, respectively.

The following table provides information about accounts receivable, royalty receivable from contracts with customers and the refund liability as of March 31, 2024 and December 31, 2023:

	Accounts		Royalty		Refund
	Receivable		Receivable		Liability
December 31, 2023	$	337,774	$	88,286	$	186,485
March 31, 2024	$	485,275	$	42,868	$	184,151

Unit-Based Compensation

Convertible Instruments

Fair Value

Basic and Diluted Net Income Per Unit

	Weighted
	Average		Net
For the Three Months Ended March 31, 2023:	Units		Income
Basic and Diluted		88,804,035	$	25,314

Net Income Per Common Unit – Basic and Diluted			$	0.00

	Weighted
For the Three Months Ended March 31, 2024:	Average Units		Net Income
Basic		88,804,035	$	203,059

Net Income Per Common Unit – Basic and Diluted			$	0.00

Provision for Income Taxes

During the three months ended March 31, 2023, the Company had minimal net income and a history of losses, and did not anticipate having a tax liability, so no provision for income tax was recorded.

The items accounting for the difference between income taxes at the effective Federal statutory rate and the provision for income taxes for the three months ended March 31, 2024 were as follows:

	March 31, 2024
Income tax expense at U.S. statutory rate	$	57,119
State income taxes, net of federal benefit		11,818
Valuation allowance		-
Provision for income tax	$	68,938

The provision for income taxes, effective tax rate, statutory federal income tax rate, and rate reconciliation for the three months ended March 31, 2024, and 2023 were as follows:

	Three Months Ended March 31,
	2024			2023
Provision for Income Taxes	$	68,938		$	-
Statutory Federal Income Tax Rate		21.00	%		21.00	%
State Income taxes, net of federal benefit		4.35	%		4.35	%
Valuation Allowance		-			(25.35	)%
Effective Tax Rate		25.35	%		-

Recent Accounting Pronouncements

Intellectual Property

3 Months Ended

Mar. 31, 2024

Intellectual Property [Abstract]

INTELLECTUAL PROPERTY

NOTE 3: INTELLECTUAL PROPERTY

Purchased Asset	Purchase Price		Useful Life
Intellectual Property	$	15,000	15 years
Trademarks		10,000	15 years
Trade name		5,000	15 Years
Total Intangible Assets	$	30,000

For the three months ended March 31, 2024 there was $500 of amortization of intangible asset expense. There was no amortization of intangible assets expense for the three months ended March 31, 2023.

The following table presents the future amortization expense related to the acquired intangible assets:

For the fiscal year ending December 31,	Amortization Expense
2024 (remaining)	$	1,500
2025		2,000
2026		2,000
2027		2,000
2028		2,000
Thereafter		19,833
	$	29,333

Notes Payable

3 Months Ended

Mar. 31, 2024

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 4: NOTES PAYABLE

Economic Injury Disaster Loan

Daiagi Note

The following is a summary of notes payable activity for the three months ended March 31, 2024:

Balance at December 31, 2023	$	419,034
Repayments of notes payable		-
Balance at March 31, 2024	$	419,034
Current portion		(21,797	)
Notes payable, less current portion	$	397,237

Notes and Accounts Payable – Related Parties

3 Months Ended

Mar. 31, 2024

Notes and Accounts Payable – Related Parties [Abstract]

NOTES AND ACCOUNTS PAYABLE – RELATED PARTIES

NOTE 5: NOTES AND ACCOUNTS PAYABLE – RELATED PARTIES

As of December 31, 2023 the outstanding balance of the remaining notes was $165,810 and As of March 31, 2024 there is no outstanding balance related to these notes.

During the year ended December 31, 2023 the Company repaid the notes amounting to $948,608 and during three month ended March 31, 2024 company has repaid the remaining notes amounting to $ 165,810.

The following is a summary of notes payable – related parties activity for the three months ended March 31, 2024:

Balance at December 31, 2023	$	165,810
Repayments of principal		(165,810	)
Balance at March 31, 2024	$	-

Convertible Notes Payable

3 Months Ended

Mar. 31, 2024

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 6: CONVERTIBLE NOTES PAYABLE

Brikor Note

Daiagi and Daiagi Note

Amber Investments Note

K& S Pride Note

Surplus Depot Note

Partners’ Capital Surplus/(Deficit)

3 Months Ended

Mar. 31, 2024

Partners’ Capital Surplus/(Deficit) [Abstract]

PARTNERS’ CAPITAL SURPLUS/(DEFICIT)

NOTE 7: PARTNERS’ CAPITAL SURPLUS/(DEFICIT)

Amendment to Partnership Agreement

Number and Stated Value. The number of authorized Class A preferred units is 1,000,000. Each Class A preferred unit will have a stated value of $2.00 (the “Stated Value”).

Dividends.

Conversion Rights.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8: COMMITMENTS AND CONTINGENCIES

Lease Agreements

Warehouse and Office Space

As of March 31, 2024 and December 31, 2023, right-of-use assets (“ROU”) are summarized as follows:

	March 31,			December 31,
	2024			2023
Warehouse and office lease right-of-use assets	$	157,363		$	157,363
Less: accumulated amortization		(45,792	)		(38,924	)
Right-of-use assets, net	$	111,571		$	118,439

As of March 31, 2024 and December 31, 2023, operating lease liabilities related to the ROU assets are summarized as follows:

	March 31,			December 31,
	2024			2023
Lease liabilities related to warehouse and office lease right-of-use assets	$	117,659		$	123,972
Less: current portion of lease liabilities		(29,426	)		(27,903	)
Lease liabilities, net of current portion	$	88,233		$	96,069

As of March 31, 2024, the weighted average lease term remaining is 3.17 years and the imputed interest rate is 14%.

The following table presents the maturity of the Company’s operating lease liabilities as of March 31, 2024:

Twelve Months Ended March 31,	Amount
2025	$	44,078
2026		46,282
2027		48,596
Remaining		8,164
Total minimum non-cancelable operating lease payments		147,120
Less: discount to fair value		(29,462	)
Total lease liability as of March 31, 2024	$	117,659

The Company amortized $6,868 and $6,072 of the right to use asset during the three months ended March 31, 2024 and 2023, respectively.

Rent expense for the three months ended March 31, 2024 and 2023 totaled $16,806 and $16,791, respectively.

Legal Matters

Voluntary Recall

As of March 31, 2024, and December 31, 2023, the refund liability was $184,151 and $186,485, respectively.

Customer Concentration

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9: SUBSEQUENT EVENTS

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 203,059	$ 25,314

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Financial Condition

Financial Condition

Cash

Cash

Accounts Receivable and Royalty Receivable

Accounts Receivable and Royalty Receivable

As of March 31, 2024 and December 31, 2023, the Company had an allowance for expected credit loss of $15,937 and $10,925, respectively.

Inventory

Inventory

Leases

Leases

Revenue Recognition

Revenue Recognition

Voluntary Recall

As of March 31, 2024, and December 31, 2023, the refund liability was $184,151 and $186,485, respectively.

The following table provides information about accounts receivable, royalty receivable from contracts with customers and the refund liability as of March 31, 2024 and December 31, 2023:

	Accounts		Royalty		Refund
	Receivable		Receivable		Liability
December 31, 2023	$	337,774	$	88,286	$	186,485
March 31, 2024	$	485,275	$	42,868	$	184,151

Unit-Based Compensation

Unit-Based Compensation

Convertible Instruments

Convertible Instruments

Fair Value

Fair Value

Basic and Diluted Net Income (Loss) Per Unit

Basic and Diluted Net Income Per Unit

	Weighted
	Average		Net
For the Three Months Ended March 31, 2023:	Units		Income
Basic and Diluted		88,804,035	$	25,314

Net Income Per Common Unit – Basic and Diluted			$	0.00

	Weighted
For the Three Months Ended March 31, 2024:	Average Units		Net Income
Basic		88,804,035	$	203,059

Net Income Per Common Unit – Basic and Diluted			$	0.00

Provision for Income Taxes

Provision for Income Taxes

During the three months ended March 31, 2023, the Company had minimal net income and a history of losses, and did not anticipate having a tax liability, so no provision for income tax was recorded.

The items accounting for the difference between income taxes at the effective Federal statutory rate and the provision for income taxes for the three months ended March 31, 2024 were as follows:

	March 31, 2024
Income tax expense at U.S. statutory rate	$	57,119
State income taxes, net of federal benefit		11,818
Valuation allowance		-
Provision for income tax	$	68,938

The provision for income taxes, effective tax rate, statutory federal income tax rate, and rate reconciliation for the three months ended March 31, 2024, and 2023 were as follows:

	Three Months Ended March 31,
	2024			2023
Provision for Income Taxes	$	68,938		$	-
Statutory Federal Income Tax Rate		21.00	%		21.00	%
State Income taxes, net of federal benefit		4.35	%		4.35	%
Valuation Allowance		-			(25.35	)%
Effective Tax Rate		25.35	%		-

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Accounts Receivable and Contract Liabilities

The following table provides information about accounts receivable, royalty receivable from contracts with customers and the refund liability as of March 31, 2024 and December 31, 2023:

	Accounts		Royalty		Refund
	Receivable		Receivable		Liability
December 31, 2023	$	337,774	$	88,286	$	186,485
March 31, 2024	$	485,275	$	42,868	$	184,151

Schedule of Basic and Diluted Net Loss Per Unit

The following summarizes the calculation of diluted income per unit for the three months ended March 31, 2023:

	Weighted
	Average		Net
For the Three Months Ended March 31, 2023:	Units		Income
Basic and Diluted		88,804,035	$	25,314

Net Income Per Common Unit – Basic and Diluted			$	0.00

	Weighted
For the Three Months Ended March 31, 2024:	Average Units		Net Income
Basic		88,804,035	$	203,059

Net Income Per Common Unit – Basic and Diluted			$	0.00

Schedule of Effective Federal Statutory Rate and the Provision for Income Taxes

The items accounting for the difference between income taxes at the effective Federal statutory rate and the provision for income taxes for the three months ended March 31, 2024 were as follows:

	March 31, 2024
Income tax expense at U.S. statutory rate	$	57,119
State income taxes, net of federal benefit		11,818
Valuation allowance		-
Provision for income tax	$	68,938

Schedule of Provision for Income Taxes, Effective Tax Rate, Statutory Federal Income Tax Rate, and Rate Reconciliation

The provision for income taxes, effective tax rate, statutory federal income tax rate, and rate reconciliation for the three months ended March 31, 2024, and 2023 were as follows:

	Three Months Ended March 31,
	2024			2023
Provision for Income Taxes	$	68,938		$	-
Statutory Federal Income Tax Rate		21.00	%		21.00	%
State Income taxes, net of federal benefit		4.35	%		4.35	%
Valuation Allowance		-			(25.35	)%
Effective Tax Rate		25.35	%		-

Intellectual Property (Tables)

3 Months Ended

Mar. 31, 2024

Intellectual Property [Abstract]

Schedule of Amortized on a Straight-Line Basis

These intangible assets are considered to have definite lives and will be amortized on a straight-line basis over their estimated useful lives, which are as follows:

Purchased Asset	Purchase Price		Useful Life
Intellectual Property	$	15,000	15 years
Trademarks		10,000	15 years
Trade name		5,000	15 Years
Total Intangible Assets	$	30,000

Schedule of Future Amortization Expense

The following table presents the future amortization expense related to the acquired intangible assets:

For the fiscal year ending December 31,	Amortization Expense
2024 (remaining)	$	1,500
2025		2,000
2026		2,000
2027		2,000
2028		2,000
Thereafter		19,833
	$	29,333

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Notes Payable [Abstract]

Schedule of Notes Payable Activity

The following is a summary of notes payable activity for the three months ended March 31, 2024:

Balance at December 31, 2023	$	419,034
Repayments of notes payable		-
Balance at March 31, 2024	$	419,034
Current portion		(21,797	)
Notes payable, less current portion	$	397,237

Notes and Accounts Payable – Related Parties (Tables)

3 Months Ended

Mar. 31, 2024

Notes and Accounts Payable – Related Parties [Abstract]

Schedule of Notes Payable – Related Parties’ Activity

The following is a summary of notes payable – related parties activity for the three months ended March 31, 2024:

Balance at December 31, 2023	$	165,810
Repayments of principal		(165,810	)
Balance at March 31, 2024	$	-

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

Schedule of Right-of-Use Assets

As of March 31, 2024 and December 31, 2023, right-of-use assets (“ROU”) are summarized as follows:

	March 31,			December 31,
	2024			2023
Warehouse and office lease right-of-use assets	$	157,363		$	157,363
Less: accumulated amortization		(45,792	)		(38,924	)
Right-of-use assets, net	$	111,571		$	118,439

Schedule of Operating Lease Liabilities Related to the ROU Assets

As of March 31, 2024 and December 31, 2023, operating lease liabilities related to the ROU assets are summarized as follows:

	March 31,			December 31,
	2024			2023
Lease liabilities related to warehouse and office lease right-of-use assets	$	117,659		$	123,972
Less: current portion of lease liabilities		(29,426	)		(27,903	)
Lease liabilities, net of current portion	$	88,233		$	96,069

Schedule of Present the Maturity of the Company’s Operating Lease Liabilities

The following table presents the maturity of the Company’s operating lease liabilities as of March 31, 2024:

Twelve Months Ended March 31,	Amount
2025	$	44,078
2026		46,282
2027		48,596
Remaining		8,164
Total minimum non-cancelable operating lease payments		147,120
Less: discount to fair value		(29,462	)
Total lease liability as of March 31, 2024	$	117,659

Summary of Significant Accounting Policies (Details) - USD ($)		1 Months Ended		3 Months Ended		12 Months Ended
	Jan. 02, 2023	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Line Items]
Cash flows from operations				$ 23,444	$ 281,528
Working capital				1,161,935
Cash				1,522,455
Invested cash				707,145		$ 947,184
Cash in excess of FDIC				250,000
Allowance for expected credit loss				15,937		10,925
Provision for obsolescence				$ 32,876		0
Royalty payments						3,000,000
Gross sales percentage	5.00%		5.00%	5.00%
Minimum royalty payment		$ 250,000		$ 500,000
Revenue				1,518,759	$ 3,081,021
Refunded to retail consumers in cash				363
Credit issued				79,670
Utilized credits				1,971
Refund liability				$ 184,151		186,485
Anti-dilutive potential common shares (in Shares)				3,893,300	7,412,194
Voluntary Recall [Member]
Accounting Policies [Line Items]
Revenue						$ 198,068

Summary of Significant Accounting Policies (Details) - Schedule of Accounts Receivable and Contract Liabilities - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Accounts Receivable and Contract Liabilities [Abstract]
Accounts Receivable	$ 485,275	$ 337,774
Royalty Receivable	42,868	88,286
Refund Liability	$ 184,151	$ 186,485

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Unit - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Basic and Diluted Net Loss Per Unit [Abstract]
Basic	88,804,035	88,804,035
Basic	$ 203,059	$ 25,314
Net Income Per Common Unit – Basic	$ 0	$ 0

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Unit (Parentheticals) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Basic and Diluted Net Loss Per Unit [Abstract]
Diluted (in Shares)	88,804,035	88,804,035
Diluted (in Dollars)		$ 25,314
Net Income Per Common Unit – Diluted	$ 0	$ 0

Summary of Significant Accounting Policies (Details) - Schedule of Effective Federal Statutory Rate and the Provision for Income Taxes - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Effective Federal Statutory Rate and the Provision for Income Taxes [Abstract]
Income tax expense at U.S. statutory rate	$ 57,119
State Income taxes, net of federal benefit	11,818
Valuation allowance
Provision for income tax	$ 68,938

Summary of Significant Accounting Policies (Details) - Schedule of Provision for Income Taxes, Effective Tax Rate, Statutory Federal Income Tax Rate, and Rate Reconciliation - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Provision for Income Taxes, Effective Tax Rate, Statutory Federal Income Tax Rate, and Rate Reconciliation [Abstract]
Provision for Income Taxes (in Dollars)	$ 68,938
Statutory Federal Income Tax Rate	21.00%	21.00%
State Income taxes, net of federal benefit	4.35%	4.35%
Valuation Allowance		(25.35%)
Effective Tax Rate	25.35%

Intellectual Property (Details) - USD ($)		3 Months Ended
Intellectual Property (Details) - USD ($)	Nov. 16, 2023	Mar. 31, 2024	Mar. 31, 2023
Intellectual Property [Abstract]
Total Purchase Price	$ 30,000	$ (30,000)
Amortization of intangible asset expense		$ 500

Intellectual Property (Details) - Schedule of Amortized on a Straight-Line Basis - USD ($)		3 Months Ended
	Nov. 16, 2023	Mar. 31, 2024
Intellectual Property (Details) - Schedule of Amortized on a Straight-Line Basis [Line Items]
Purchase Price	$ (30,000)	$ 30,000
Intellectual Property [Member]
Intellectual Property (Details) - Schedule of Amortized on a Straight-Line Basis [Line Items]
Purchase Price		$ 15,000
Useful Life		15 years
Trademarks [Member]
Intellectual Property (Details) - Schedule of Amortized on a Straight-Line Basis [Line Items]
Purchase Price		$ 10,000
Useful Life		15 years
Trade name [Member]
Intellectual Property (Details) - Schedule of Amortized on a Straight-Line Basis [Line Items]
Purchase Price		$ 5,000
Useful Life		15 years

Intellectual Property (Details) - Schedule of Future Amortization Expense	Mar. 31, 2024 USD ($)
Schedule Of Future Amortization Expense [Abstract]
2024 (remaining)	$ 1,500
2025	2,000
2026	2,000
2027	2,000
2028	2,000
Thereafter	19,833
Amortization expense	$ 29,333

Notes Payable (Details) - USD ($)			1 Months Ended		3 Months Ended	12 Months Ended
Notes Payable (Details) - USD ($)	Sep. 24, 2019	Sep. 06, 2018	Oct. 31, 2022	Jun. 30, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	May 18, 2022	Jul. 09, 2020	Jun. 24, 2020
Notes Payable (Details) [Line Items]
Payments of principal and interest					$ 250,000	$ 250,000
Bearing interest			18.56%
Paypal Note [Member]
Notes Payable (Details) [Line Items]
Borrow amount	$ 37,000
Sales percentage	30.00%
Total amount	$ 41,430
Loan					$ 21,797	21,797
Kabbage, Inc [Member]
Notes Payable (Details) [Line Items]
Payments of principal and interest			$ 1,140
BRMS, LLC [Member]
Notes Payable (Details) [Line Items]
Notes payable							$ 189,225
A&R Note [Member]
Notes Payable (Details) [Line Items]
Principal amount		$ 582,260
Loan amount		500,000
Aggregate amount		$ 82,260
Maturity date		Sep. 06, 2021
Interest at an annual rate		7.00%
Weekly payments, description					Pursuant to the terms of the A&R Note, the Company agreed to pay HCMC 155 weekly payments of $4,141, commencing on September 14, 2018 and ending on September 14, 2021, and a balloon payment for all remaining accrued interest and principal in the 156th week. The Company at its option has the right, by giving 15 business days’ advance notice to HCMC, to prepay a portion or all amounts outstanding under the A&R Note without penalty or premium.
Notes payable							$ 224,038
Promissory Note [Member] \| Kabbage, Inc [Member]
Notes Payable (Details) [Line Items]
Principal amount			$ 250,000
Interest at an annual rate			52.00%
March 2021 PPP Loan [Member]
Notes Payable (Details) [Line Items]
Loan amount									$ 159,900
Economic Injury Disaster Loan [Member]
Notes Payable (Details) [Line Items]
Loan amount										$ 159,900
Instalments of principal and interest				$ 731
Debt instalments term				30 years
Accrues interest					3.75%
Notes payable other					$ 147,237	$ 147,237
Daiagi Note [Member]
Notes Payable (Details) [Line Items]
Principal amount								$ 250,000
Principal interest					18.00%
Maximum [Member] \| Paypal Note [Member]
Notes Payable (Details) [Line Items]
Borrow amount	$ 4,143

Notes Payable (Details) - Schedule of Notes Payable Activity - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of notes payable activity [Abstract]
Balance at December 31, 2023	$ 419,034
Repayments of notes payable
Balance at March 31, 2024	419,034
Current portion	(21,797)	$ (21,797)
Notes payable, less current portion	$ 397,237	$ 397,237

Notes and Accounts Payable – Related Parties (Details) - USD ($)		3 Months Ended	12 Months Ended
	Oct. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Notes and Accounts Payable – Related Parties (Details) [Line Items]
Payment withdrawal	$ 500
Outstanding amount	$ 1,500		$ 165,810
Repaid amount		165,810	948,608
Related Party [Member]
Notes and Accounts Payable – Related Parties (Details) [Line Items]
Remaining outstanding balance			$ 165,810
January 2021 Frija Note [Member] \| Kevin Frija [Member]
Notes and Accounts Payable – Related Parties (Details) [Line Items]
Debt bears interest rate		24.00%

Notes and Accounts Payable – Related Parties (Details) - Schedule of Notes Payable – Related Parties’ Activity	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Notes Payable – Related Parties’ Activity [Abstract]
Balance at December 31, 2023	$ 165,810
Repayments of principal	(165,810)
Balance at March 31, 2024

Convertible Notes Payable (Details) - USD ($)	1 Months Ended
Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2024	Dec. 31, 2023	Oct. 31, 2023	Feb. 20, 2019	Feb. 19, 2019	Feb. 15, 2019
Convertible Notes Payable (Details) [Line Items]
Annual Interest Rate Percentage	26.40%
Notes payable balance amount		$ 79,032	$ 97,330
Notes Payable			165,810	$ 1,500
Brikor Note [Member]
Convertible Notes Payable (Details) [Line Items]
Debt principal amount							$ 200,000
Debt interest rate							18.00%
Conversion per share (in Dollars per share)		$ 0.1
Payment of principal and interest amount	$ 1,860
Annual Interest Rate Percentage	26.40%
Notes payable balance amount		$ 77,574	95,965
Daiagi and Daiagi Note [Member]
Convertible Notes Payable (Details) [Line Items]
Debt principal amount							$ 200,000
Debt interest rate							18.00%
Conversion per share (in Dollars per share)		$ 0.1
Payment of principal and interest amount	$ 1,860
Annual Interest Rate Percentage	26.40%
Notes Payable		$ 77,574	95,965
Amber Investments Note [Member]
Convertible Notes Payable (Details) [Line Items]
Debt principal amount							$ 200,000
Debt interest rate							18.00%
Conversion per share (in Dollars per share)		$ 0.1
Payment of principal and interest amount	$ 1,860
Annual Interest Rate Percentage	26.40%
Notes payable balance amount		$ 77,574	95,965
K & S Pride Note [Member]
Convertible Notes Payable (Details) [Line Items]
Debt principal amount						$ 200,000
Debt interest rate						18.00%
Conversion per share (in Dollars per share)		$ 0.1
Payment of principal and interest amount	$ 1,860
Surplus Depot Note [Member]
Convertible Notes Payable (Details) [Line Items]
Debt principal amount					$ 200,000
Conversion per share (in Dollars per share)		$ 0.1
Payment of principal and interest amount	$ 1,860
Annual Interest Rate Percentage	26.40%
Notes payable balance amount		$ 77,574	$ 95,965
Annual interest rate					18.00%

Partners’ Capital Surplus/(Deficit) (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Partners’ Capital Surplus/(Deficit) (Details) [Line Items]
Common units issued	88,804,035	88,804,035
Common units to be issued	578,723	578,723
Beneficial ownership percentage	4.99%
Common units outstanding	88,804,035	88,804,035
Convertible Debt [Member]
Partners’ Capital Surplus/(Deficit) (Details) [Line Items]
Shares authorized	100,000,000
Class A Preferred Units [Member]
Partners’ Capital Surplus/(Deficit) (Details) [Line Items]
Preferred stock shares authorized	1,000,000
Class A preferred value	$ 2
Annual dividend rate	8.00%
Monthly basis rate	0.6666%
Conversion Price	85.00%
Discount rate	15.00%

Commitments and Contingencies (Details)	3 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Feb. 29, 2024 shares	Apr. 20, 2023 USD ($)	May 19, 2022 m²
Commitments and Contingencies (Details) [Line Items]
Right use of asset obligation	$ 157,363
Weighted average remaining lease term	3 years 2 months 1 day
Weighted average discount rate	14.00%
Right to use asset	$ 6,868	$ 6,072
Rent expense	16,806	16,791
Cash paid	1,522,455
Total revenues	1,518,759	3,081,021
Refunded to retail consumers in cash	363
Credit issued	79,670
Utilized credits	1,971
Refund Liability	184,151		$ 186,485
Accounts Receivable, after Allowance for Credit Loss	391,697	$ 218,600
Royalty receivable due			110,051
Litigation Resolution Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Cash paid					$ 5,300,197
Voluntary Recall [Member]
Commitments and Contingencies (Details) [Line Items]
Share issued (in Shares) \| shares				62,200
Total revenues			$ 198,068
Litigation Resolution Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Cash paid	486,639
Warehouse and Office Space [Member]
Commitments and Contingencies (Details) [Line Items]
Lease term						5 years
Warehouse store and office space (in Square Meters) \| m²						3,100
Monthly lease payment	$ 3,358
Percentage of rent increase annually	5.00%
Five Customer [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Commitments and Contingencies (Details) [Line Items]
Concentration percentage	60.00%
Two Customer [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Commitments and Contingencies (Details) [Line Items]
Concentration percentage		72.00%

Commitments and Contingencies (Details) - Schedule of Right-of-Use Assets - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Right of Use Assets [Abstract]
Warehouse and office lease right-of-use assets	$ 157,363	$ 157,363
Less: accumulated amortization	(45,792)	(38,924)
Right-of-use assets, net	$ 111,571	$ 118,439

Commitments and Contingencies (Details) - Schedule of Operating Lease Liabilities Related to the ROU Assets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Operating Lease Liabilities Related to the ROU Assets [Abstract]
Lease liabilities related to warehouse and office lease right-of-use assets	$ 117,659	$ 123,972
Less: current portion of lease liabilities	(29,426)	(27,903)
Non-Current lease liabilities, net of current portion	$ 88,233	$ 96,069

Commitments and Contingencies (Details) - Schedule of Present the Maturity of the Company’s Operating Lease Liabilities	Mar. 31, 2024 USD ($)
Schedule of the Present Value of Remaining Payments of Minimum Required Lease Payments [Abstract]
2025	$ 44,078
2026	46,282
2027	48,596
Remaining	8,164
Total minimum non-cancelable operating lease payments	147,120
Less: discount to fair value	(29,462)
Total lease liability as of March 31, 2024	$ 117,659

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

VPRB VPR Brands LP (QB)