UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended: December 31, ~~2023~~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: 000-54435

VPR BRANDS, LP

(Exact name of registrant as specified in its charter)

Delaware		45-1740641
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1141 Sawgrass Corporate Parkway, Sunrise, FL		33323
(Address of principal executive offices)		(Zip Code)

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

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

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

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

Common units representing limited partner interests

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 (Sec. 229.405 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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

As of June 3028, ~~2023~~2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common units held by non-affiliates of the registrant was $75,~~693~~613,~~314~~677. For purposes of this disclosure, units held by persons who hold more than 5% of the outstanding units and units held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The number of the registrant’s voting and non-voting common units representing limited partner interests outstanding as of April 1816, ~~2024~~2025 was 8891,~~804~~746,~~035~~806.

Documents incorporated by reference: None

VPR Brands, LP

TABLE OF CONTENTS

		Page
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	2217
Item 1B.	Unresolved Staff Comments	4438
Item 1C.	Cybersecurity	4438
Item 2.	Properties	4539
Item 3.	Legal Proceedings	4539
Item 4.	Mine Safety Disclosures	4539
PART II		4640
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4640
Item 6.	[Reserved]	4640
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4640
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5246
Item 8.	Financial Statements and Supplementary Data	5246
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	5246
Item 9A.	Controls and Procedures	5246
Item 9B.	Other Information	5347
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5347
PART III		5448
Item 10.	Directors, Executive Officers and Corporate Governance	5448
Item 11.	Executive Compensation	5651
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5651
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5752
Item 14.	Principal Accounting Fees and Services	6862
PART IV		6963
Item 15.	Exhibits, Financial Statement Schedules	6963
Item 16.	Form 10-K Summary	7367
SIGNATURES		7468

Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “assume” or other similar expressions, although not all forward-looking statements contain these identifying words. All statements in this report regarding our future strategy, future operations, projected financial position, estimated future revenue, projected costs, future prospects, and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Important risks that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K and in our subsequent filings with the Securities and Exchange Commission (the “SEC”). Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this report was filed with the SEC. We expressly disclaim any obligation to issue any updates or revisions to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference may be significant and materially adverse to our security holders.

In this Annual Report on Form 10-K, unless the context otherwise requires, the terms “VPR Brands,” the “Company,” “we,” “our” and /or “us,” refer to VPR Brands, LP.

PART I

Item 1.

Our Business

We are a company engaged in the electronic cigarette, electronic cigar, personal vaporizer and pocket lighter industry. We own a portfolio of electronic cigarette, personal vaporizer patent, several trademarks and pocket lighter patents which are the basis for our efforts to:

●

Design, market and distribute a line of pocket lighters under the “DISSIM” brand;

●

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

●

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

Electronic Cigarettes, Personal Vaporizers, and Medical Vaporizers for Cannabis Use

“Electronic cigarettes” or “e-cigarettes,” are battery-powered products that enable users to inhale nicotine vapor without smoke, tar, ash, or carbon monoxide. Electronic cigarettes look like traditional cigarettes and, regardless of their construction are comprised of three functional components:

●

A mouthpiece, which is a small plastic cartridge that contains a liquid nicotine solution;

●

The heating element that vaporizes the liquid nicotine so that it can be inhaled; and

●

The electronics, which include: a lithium-ion battery, an airflow sensor, a microchip controller and an LED, which illuminates to indicate use.

When a user draws air through the electronic cigarette, the air flow is detected by a sensor, which activates a heating element that vaporizes the solution stored in the mouthpiece/cartridge, the solution is then vaporized and it is this vapor that is inhaled by the user. The cartridge contains either a nicotine solution or a nicotine-free solution, either of which may be flavored.

We have developed a line of electronic ~~cigarette~~ cigarette e-liquids which were previously sold under the brand name “Vapor X” , “Krave” and “Helium.” We plan to develop a complete line of disposable and rechargeable electronic personal vaporizers for cannabis and CBD under the “ELF” and “TWITCH” brand.

Disposable electronic vaporizers feature a one-piece construction that houses all the components and is utilized until the nicotine or nicotine-free solution is depleted.

Rechargeable electronic vaporizers feature a rechargeable battery and replaceable cartridge or pod. The cartridges or pods are changed when the solution is depleted from use.

Personal vaporizers are similar in form and function to electronic cigarettes but typically have a larger form factor and are used to vaporize solutions that are not nicotine-based and may include flavors and or flavor combinations. They are most widely used for cannabis extracts including CBD.

Personal vaporizers or vaporizers typically feature a tank and a chamber, a heating element and a battery. The vaporizer user fills the tank with a liquid solution or the chamber with wax, dry herb or leaf. The vaporizer battery can be recharged and the tank and chamber can be refilled.

Medical vaporizers for cannabis use function ~~similarly~~ similarly to electronic cigarettes and vaporizers but have unique design characteristics to enable patients to vape the different forms of cannabis. Generally, these forms are essential oils, concentrates, as well as dry herb. This results in a similar effect but it is cannabis concentrates being vaporized instead of nicotine liquid or a flavored cartridge, so the design has to be changed to vaporize these different textures.

We have developed a line of vaporizers that are for use with medical cannabis under the “HONEYSTICK” brand. These vaporizers are designed for sale in the medical and recreational cannabis markets and currently feature mainly vaporizers for essential oils and concentrates. We plan to launch and develop more units for dry herb and cannabis extracts, and continue to expand the line to offer more innovative technology that is high performance and convenient. ~~The~~We ~~Company~~ also conduct ~~conducts~~ most of ~~its~~our private label production for cannabis oriented vaporizers.

The U.S. Market for Electronic Cigarettes ~~and~~ and Medical Cannabis Vaporizers

Electronic cigarettes are generally marketed as as an alternative to traditional tobacco-burning cigarettes. Because electronic cigarettes offer a “smoking” experience without the burning of tobacco leaf, electronic cigarettes offer users the ability to satisfy their nicotine cravings without the byproducts of of smoke, tar, ash or carbon monoxide. In many cases electronic cigarettes are not subject to the use prohibitions of tobacco-burning ~~cigarettes~~ cigarettes and therefore, may be used in more places than conventional cigarettes. Certain states, cities, businesses, providers of transportation and public venues in the U.S. have already banned the use of electronic cigarettes, however, and others are considering banning the use of electronic cigarettes. We cannot provide any assurances that the use of electronic cigarettes will not be banned anywhere traditional tobacco-burning cigarette use is banned.

We believe that the market for medical and recreational cannabis products, including cannabis vape products, continues to expand as the legal climate within the U.S. has resulted in more states permitting recreational and/or medical cannabis use. Vape products are growing as a delivery device because they allow very convenient, effective and discrete ways of delivery that minimize, odor and exposure. Vape products also allow for the vaporization of all textures of cannabis, which allows for effective dosing.

The U.S. Supreme Court has ruled that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing the use of marijuana preempts state laws that legalize its use for medicinal purposes.

The U.S. federal government regulates drugs through the Controlled Substances Act of 1970, as amended (the “CSA”), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I controlled substance. A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (the “DOJ”) defines Schedule I drugs, substances or chemicals as “drugs with no currently accepted medical use and a high potential for abuse.” However, the U.S. Food and Drug Administration (the “FDA”) has approved Epidiolex, which contains a purified form of the drug cannabidiol (“CBD”), a non-psychoactive ingredient in the cannabis plant, for the treatment of seizures associated with two epilepsy conditions. The FDA has not approved cannabis or cannabis compounds as a safe and effective drug for any other condition. Moreover, pursuant to the Agriculture Improvement Act of 2018 (the “Farm Bill”), CBD remains a Schedule I controlled substance under the CSA, with a narrow exception for CBD derived from hemp with a tetrahydrocannabinol (“THC”) concentration of less than 0.3%.

~~The~~We ~~Company~~maintain ~~maintains~~our ~~its~~ operations so as to remain in compliance with the CSA. Even in those jurisdictions in which the manufacture and use of medical marijuana has been legalized at the state level, the possession, use and cultivation all remain violations of federal law that are punishable by imprisonment and substantial fines, and the prescription of marijuana is a violation of federal law. Moreover, individuals and entities may violate federal law if they intentionally aid and abet another in violating these federal controlled substance laws or conspire with another to violate them.

The inconsistencies between federal and state regulation of cannabis were addressed in a memorandum (the “Cole Memo”) which then-Deputy Attorney General James Cole sent to all U.S. District Attorneys in 2013 outlining certain priorities for the DOJ relating to the prosecution of cannabis offenses. The Cole Memo acknowledged that, notwithstanding the designation of cannabis as a Schedule I controlled substance at the federal level, several states had enacted laws authorizing the use of cannabis for medical purposes. The Cole Memo noted that jurisdictions that have enacted laws legalizing cannabis in some form have also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale, and possession of cannabis. As such, conduct in compliance with those laws and regulations is less likely to implicate the Cole Memo’s enforcement priorities. The DOJ did not provide (and has not provided since) specific guidelines for what regulatory and enforcement systems would be deemed sufficient under the Cole Memo. In light of limited investigative and prosecutorial resources, the Cole Memo concluded that the DOJ should be focused on addressing only the most significant threats related to cannabis, such as distribution of cannabis from states where cannabis is legal to those where cannabis is illegal, the diversion of cannabis revenues to illicit drug cartels and sales of cannabis to minors.

On January 4, 2018, former U.S. Attorney General Jeff Sessions issued a ~~new~~ memorandum (the “Sessions Memo”) which rescinded the Cole Memo. The Sessions Memo stated, in part, that current law reflects “Congress’ determination that cannabis is a dangerous drug and cannabis activity is a serious crime,” and Mr. Sessions directed all U.S. Attorneys to enforce the laws enacted by Congress by following well-established principles when pursuing prosecutions related to cannabis activities. ~~The~~We ~~Company~~are is not aware of any prosecutions of investment companies doing routine business with licensed marijuana related businesses in light of the DOJ position following issuance of the Sessions Memo. However, there can be no assurance that the federal government will not enforce federal laws relating to cannabis in the future. As a result of the Sessions Memo, federal prosecutors are now free to utilize their prosecutorial discretion to decide whether to prosecute cannabis activities, despite the existence of state-level laws that may be inconsistent with federal prohibitions. No direction was given to federal prosecutors in the Sessions Memo as to the priority they should ascribe to such cannabis activities, and thus it is uncertain how active U.S. federal prosecutors will be in relation to such activities.

Federal prosecutors appear to continue to use the Cole Memo’s priorities as an enforcement guide. ~~Merrick~~Former ~~Garland,~~U.S. ~~who became~~ Attorney General onMerrick ~~March 10,~~Garland ~~2021, has~~ indicated that he ~~would~~was ~~deprioritize~~deprioritizing enforcement of low-level cannabis crimes such as possession, and ~~has~~ shared his view that the government should focus on large-scale criminal enterprises that circumvent state legalization laws instead of going after people who abide by local cannabis policies. ~~The~~There ~~Company~~were ~~believes~~no itnew isfederal ~~too~~cannabis ~~soon~~memoranda ~~to determine what prosecutorial effects will be created~~ issued by the ~~rescission~~Biden ofAdministration ~~the Cole Memo~~ or any ~~replacement~~published ~~thereof~~change ~~and~~in ~~when~~federal orenforcement ~~if the Sessions Memo will be rescinded~~policy. ToWe ~~date,~~are ~~there~~unaware ~~has~~of ~~been~~any no new ~~federal~~enforcement ~~cannabis~~guidelines being ~~memoranda~~released ~~issued~~ by the ~~Biden~~Trump ~~Administration or any published change in federal enforcement policy~~administration. ~~Regardless,~~The U.S. federal government has always reserved the right to enforce federal law regarding the sale and disbursement of medical or recreational marijuana, even if state law sanctioned such sale and disbursement. Although the rescission of the Cole Memo does not necessarily indicate that marijuana industry prosecutions are now affirmatively a priority for the DOJ, there can be no assurance that the U.S. federal government will not enforce such laws in the future. The sheer size of the cannabis industry, in addition to participation by state and local governments and investors, however, suggests that a large-scale federal enforcement operation would more than likely create unwanted political backlash for the DOJ and the current administration. Regardless, at this time, cannabis remains a Schedule I controlled substance at the federal level. It is unclear whether the risk of enforcement has been altered.

One legislative safeguard for the medical cannabis industry, appended to the federal budget bill, remains in place following the rescission of the Cole Memo. For several years, Congress has adopted a so-called “rider” provision to the Consolidated Appropriations Act (formerly referred to as the Rohrabacher-Farr Amendment and currently referred to as the Rohrabacher-Blumenauer Amendment) to prevent the federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and ~~local~~ local law. Despite the rescission of the Cole Memo, the DOJ appears to continue to adhere to the enforcement priorities set forth in the Cole Memo.

The Cole Memo and the Rohrabacher-Blumenauer Amendment gave licensed cannabis operators (particularly medical cannabis operators) and investors in states with legal regimes greater certainty regarding the DOJ’s enforcement priorities and the risk of operating cannabis businesses. While the Sessions Memo has introduced some uncertainty regarding federal enforcement, the cannabis industry continues to experience growth in legal medical and adult use markets across the United States. When she was a U.S. Senator, Vice President Kamala Harris was the lead sponsor of the Marijuana Opportunity, Reinvestment, and Expungement (MORE) Act, which seeks to end the federal prohibition of marijuana, among other things, but in March 2020, it was reported that Vice President Harris has adopted the same position as President Biden, who opposes legalization. Currently, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will remain in place or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the U.S. Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law criminalizing cannabis.

Although the U.S. Supreme Court has ruled that it is the federal government that has the right to regulate and criminalize cannabis, and federal law criminalizing the use of marijuana preempts state laws that legalize its use, cannabis is largely regulated at the state level.

State laws that permit and regulate the production, distribution and use of cannabis for adult use or medical purposes are in direct conflict with the CSA, which makes cannabis use and possession federally illegal. Although certain states and territories of the U.S. authorize medical and/or adult use cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, use, cultivation and transfer of cannabis and any related drug paraphernalia is illegal, and any such acts are criminal acts under federal law under any and all circumstances under the CSA. Although our ~~the Company’s~~ activities are believed to be compliant with applicable state and local laws, strict compliance with state and local laws with respect to cannabis may neither absolve ~~the~~us ~~Company~~ of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against ~~the Company~~us.

Many states and U.S. territories have legalized the medical and/or adult use of cannabis.

Although we are not engaged in the purchase, sale, growth, cultivation, harvesting, or processing of marijuana products, strict enforcement of federal prohibitions regarding marijuana ~~could~~ could irreparably harm our business, subject us to criminal prosecution and/or adversely affect the trading price of our securities. We cannot provide any assurances that federal regulations will not inhibit the growth, expansion, or legality of the cannabis movement which is highly interdependent in the growth of sales of our vaporizers.

As part of the “Consolidated Appropriations Act, 2021,” in ~~the~~a ~~most recent~~ COVID-19 relief bill signed into law on December 27, 2020, the U.S. Congress amended the Prevent All Cigarette Trafficking (“PACT”) Act to apply to e-cigarettes and all vaping products. Originally passed in 2009, the PACT Act amended the existing Jenkins Act of 1949, which required interstate shippers to report cigarette sales to state tobacco tax administrators in order to combat illicit sales and tax avoidance. The PACT Act, among other things, prohibited the use of the U.S. Postal Service (“USPS”) to deliver cigarettes and smokeless tobacco products directly to consumers.

In addition to the non-mailing provisions, the PACT Act requires anyone who sells cigarettes or smokeless tobacco to register with the Bureau of Alcohol, Tobacco, Firearms and Explosives (the “ATF”) and the tobacco tax administrators of the states into which a shipment is made or in which an advertisement or offer is disseminated. Delivery sellers who ship cigarettes or smokeless tobacco to consumers are further required to label packages as containing tobacco, verify the age and identity of the customer at purchase, use a delivery method (other than USPS) that checks identification and obtains adult customer signature at delivery, and maintain records of delivery sales for a period of four years after the date of sale, among other things.

The PACT Act also requires sellers to file a ~~monthly~~ monthly report with the state tobacco tax administrator and any other local or tribal entity that taxes the sale of cigarettes. Such reports must include the name and address of the persons delivering and receiving the shipment and the brand and quantity of the “cigarettes” that were shipped. These requirements apply to all sales of cigarettes and smokeless tobacco, including sales to consumers and sales ~~between~~ between businesses.

The PACT Act mandates that the ATF maintain a non-compliant list of persons who fail to comply with the PACT Act. Placement on the list bars common carriers and other persons from delivering products sold by the listed company. ATF distributes the list to common carriers, USPS, credit card companies, and others to help enforce the list.

The 2020 PACT Act amendment, the “Preventing Online Sales of E-Cigarettes to Children Act,” modifies the original definition of “cigarette” in the PACT Act to include Electronic Nicotine Delivery Systems (“ENDS”). The term “ENDS” is defined very broadly to essentially include all vaping products, liquids, components, and accessories, whether they contain nicotine or not. Specifically, an ENDS product is defined as “any electronic device that, through an aerosolized solution, delivers nicotine, flavor, or any other substance to the user inhaling from the device,” including “an e-cigarette; an e-hookah; an e-cigar; a vape pen; an advanced refillable personal vaporizer; an electronic pipe; and any component, liquid, part, or accessory of a device described [above], without regard to whether the component, liquid, part, or accessory is sold separately from the device.” (Emphasis added.) Based on this definition of ENDS, zero-nicotine e-liquids, synthetic “tobacco-free” nicotine e-cigarettes, and CBD/THC/hemp vape pens, among other things, would all appear to be captured.

The PACT Act requirements summarized above became effective in March 2021. Certain requirements (e.g., labeling, weight restrictions, and 21+ age verification on delivery) only apply to to direct-to-consumer sales (made through common carriers or private delivery services). The registration and reporting requirements ~~apply~~ apply to all sales, including business-to-business sales.

As noted, the amended PACT Act now prohibits ~~the~~ the use of the USPS to deliver “ENDS” directly to consumers. On October 21, 2021, the USPS issued final rules regarding the ~~mailability~~ mailability of ENDS products through the USPS, while also clarifying which products are and are not covered by the rule. The final rules ~~clarified~~ clarified that hemp vape products are included within the definition of ENDS, and are thus nonmailable. The rule also provides that a legally operating ENDS business may apply to USPS for a business-to-business exception to the general rule prohibiting the mailing of such products.

The PACT Act has historically exempted businesses-to-business deliveries from the USPS ban. Specifically, the USPS ban does not extend to tobacco products mailed only for business purposes between legally operating businesses that have all applicable State and Federal Government licenses or permits and are engaged in tobacco product manufacturing, distribution, wholesale, export, import, testing, investigation, or research. Companies seeking to use USPS for business-to-business deliveries must first submit an application to the USPS Pricing and Classification Service Center and comply with several other shipping, labeling, and delivery requirements.

Critically for the vapor industry, the most commonly used carriers, Federal Express and United Parcel Service (“UPS”), ceased all deliveries of vapor products.

Global Market

The global e-cigarette market size reached $21.8 billion in 2022. Looking forward, IMARC Group expects the market to reach $31.9 billion by 2028, exhibiting a growth rate (CAGR) of 4.4% during 2023-2028. The rising demand for e-cigarettes among individuals to quit smoking, wide availability through various distribution channels, and introduction of innovative flavors represent some of the key factors driving the market.

●

Revenue in the e-cigarettes segment amounts to $24.61 billion in 2023. The market is expected to grow annually by 3.44% (CAGR 2023-2027).

Distribution and Sales

The distribution and sales strategy for our products is tailored to the characteristics of each market, whether it be geographical, demographical, or genre (cannabis or e-liquid).

Our sales and distribution channels are:

●

Direct sales and distribution, where we have set up our own distribution directly to retailers.

●

Single independent distributors who are responsible for distribution within a single market.

●

Exclusive territory and exclusive channel distribution, where distributors have an exclusive territory within a country or an exclusive right to sell within a distribution channel (e.g. gas stations).

●

Distribution through wholesalers, where we supply either national or regional wholesalers who then service retailers.

●

Internet/e-commerce sales, where we sell directly to end users through one of our internet websites and/or landing pages.

●

Distribution through online distributors that sell to an extensive network of resellers.

●

Distribution through dispensaries who are responsible for dispensing medical or recreational cannabis.

●

Distribution through master distributors, where we sell to distributors who service other distributors.

Business Strategy

VPR Brands is a holding company, whose assets include an issued U.S. patent for atomization related products, including technology for medical marijuana vaporizers and electronic cigarette products and components, as well as pocket lighters. ~~The~~We ~~Company~~ also ~~has~~have several trademarks ( ELF, HONEYSTICK, PHANTOM, RIPPER, VPOD, VAPOR X,) for licensing activities. We ~~The~~are ~~Company is~~ also engaged in product development for the vapor or vaping market, including e-liquids. Electronic cigarettes are electronic devices which deliver nicotine through atomization, or vaping of e-liquids and without smoke and other chemicals constituents typically found in traditional tobacco burning cigarette products.

Our portfolio of electronic cigarette personal vaporizer and pocket lighter patents are the basis for our efforts to:

●

Design, market and distribute a line of pocket lighters under the “DISSIM” brand;

●

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

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

●

Design, market and distribute a line of 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.

Our electronic cigarette e-liquids are marketed as an alternative to tobacco burning cigarettes.

We design, develop, market and distribute a line of products oriented toward the cannabis markets, which is the HoneyStick brand of vaporizers and the Goldline CBD products. We design, develop, market and distribute a line of products oriented towards the electronic cigarette market which is the ELF brand of products. This allows us to capitalize on the rapidly growing expansion within the cannabis and electronic cigarette markets . The original HoneyStick vaporizer placed second in the High Times SoCal Cannabis Cup in 2016, greatly popularizing the brand and making its performance recognized.

Patent and Trademark Rights

We are evaluating our options and conducting investigations to determine if our intellectual property is being infringed upon in the U.S. and globally. and if so, by whom. We are prosecuting infringers and pursuing available remedies. ~~The~~We ~~Company~~have ~~has~~ hired a law firm on contingency basis to file suit against infringers. ~~License of our Technology and Trademarks~~

InLicense ~~light~~ of ~~recent lawsuits filed against several electronic cigarette~~ ~~companies, we believe that an opportunity exists to license~~ our ~~patented~~Technology ~~technology~~ and trademarks to companies named in those lawsuits and others who may be seeking an alternative to the electronic cigarette technologies which are or may be subject to patent litigation. The Company is actively enforcing its intellectual property rights via lawsuits against infringers.Trademarks

~~Private~~In ~~Label~~light of recent lawsuits filed against several electronic cigarette companies, we believe that an opportunity exists to license our patented technology and trademarks to companies named in those lawsuits and others who may be seeking an alternative to the electronic cigarette technologies which are or may be subject to patent litigation. We are actively enforcing our intellectual property rights via lawsuits against infringers.

AsPrivate an extension of our plan to license our technology to other electronic cigarette companies, we plan to offer private label manufacturing programs for electronic cigarette as well as cannabis vape companies that would rather purchase a finished manufactured product, rather than simply purchasing a license to manufacture their products using our technology. We believe that we have a greater understanding of the manufacturing process than a licensee would and that we can better oversee the manufacturing process of our patented technologies and offer a more reliable and higher quality product through our supply chain than can otherwise be achieved by third parties.Label

~~Competition~~As an extension of our plan to license our technology to other electronic cigarette companies, we plan to offer private label manufacturing programs for electronic cigarette as well as cannabis vape companies that would rather purchase a finished manufactured product, rather than simply purchasing a license to manufacture their products using our technology. We believe that we have a greater understanding of the manufacturing process than a licensee would and that we can better oversee the manufacturing process of our patented technologies and offer a more reliable and higher quality product through our supply chain than can otherwise be achieved by third parties.

Competition in the electronic cigarette and vaporizer industry is intense. We compete with other sellers of electronic cigarettes, the nature of our competitors is varied as the market is highly fragmented and the barriers to entry into the business are low. Our direct competitors sell products that are substantially similar to ours and through the same channels through which we sell our electronic cigarette products. We compete with these direct competitors for sales through distributors, wholesalers and retailers, including but not limited to national chain stores, tobacco shops, dispensaries gas stations, travel stores, shopping mall kiosks, in addition to direct to public sales through the internet, mail order and telesales. As a general matter, we have access to and market and sell the similar electronic cigarettes as our competitors and since we sell our products at substantially similar prices as our competitors.

~~Part~~Competition ofin ~~our~~the ~~business~~electronic ~~strategy~~cigarette ~~focuses~~and onvaporizer industry is intense. We compete with other sellers of electronic cigarettes, the ~~establishment~~ nature of ~~contractual~~our ~~relationships~~competitors ~~with~~is ~~distributors~~varied as the market is highly fragmented and ~~prominent~~the ~~branding~~barriers ~~focused~~to onentry ~~performance~~into ~~and~~the ~~quality~~business are low. WeOur direct competitors sell products that are ~~aware~~substantially similar ~~that~~to ~~e-cigarette~~ours ~~competitors~~and inthrough the ~~industry~~same ~~are~~channels ~~also~~through ~~seeking~~which towe ~~enter~~sell ~~into~~our ~~such~~electronic ~~contractual~~cigarette ~~relationships~~products. ~~and~~We ~~try~~compete towith ~~create~~these ~~brand~~direct ~~loyalty.~~competitors Infor ~~many~~sales ~~cases~~through distributors, ~~competitors~~wholesalers ~~for~~and ~~such~~retailers, ~~contracts~~including ~~may~~but ~~have~~not ~~greater~~limited ~~management~~to national chain stores, ~~human~~tobacco shops, ~~and~~dispensaries gas ~~financial~~stations, ~~resources~~travel ~~than~~stores, weshopping domall ~~for~~kiosks, ~~entering~~in ~~into such~~addition ~~contracts~~to ~~and~~direct ~~for~~to ~~attracting~~public ~~distributor~~sales ~~relationships.~~through ~~Furthermore~~the internet, ~~certain~~mail oforder ~~our~~and ~~electronic~~telesales. As ~~cigarette~~a ~~competitors~~general ~~may~~matter, we have ~~better control~~access ofto ~~their~~and ~~supply~~market and ~~distribution,~~sell ~~be,~~the ~~better~~similar ~~established,~~electronic ~~larger~~cigarettes as our competitors and ~~better~~since ~~financed~~we ~~than~~sell our products ~~Company~~at substantially similar prices as our competitors.

WePart ~~also~~of ~~compete~~our ~~against~~business ~~“big~~strategy ~~tobacco”, U.S.~~focuses ~~cigarette~~on ~~manufacturers~~the establishment of ~~both~~contractual relationships ~~conventional~~with ~~tobacco~~distributors ~~cigarettes~~ and ~~electronic~~prominent ~~cigarettes~~branding ~~like~~focused ~~Altria~~on ~~Group,~~performance ~~Inc., Lorillard, Inc.~~ and ~~Reynolds American, Inc~~quality. We ~~compete~~are ~~against~~aware ~~big~~that ~~tobacco~~e-cigarette ~~who~~competitors ~~offers~~in the ~~not~~industry ~~only~~are ~~conventional tobacco cigarettes and electronic cigarettes but~~ also ~~smokeless~~seeking ~~tobacco~~to ~~products~~enter into such ascontractual ~~“snus”~~relationships (aand ~~form~~try ofto ~~moist~~create ~~ground~~brand ~~smokeless~~loyalty. ~~tobacco~~In ~~that~~many iscases, ~~usually~~competitors for ~~sold~~such incontracts ~~sachet form~~may ~~that~~have ~~resembles~~greater ~~small~~management, ~~tea bags)~~human, ~~chewing tobacco~~ and ~~snuff.~~financial ~~Big~~resources ~~tobacco~~than ~~has~~we ~~nearly~~do ~~limitless~~for ~~resources,~~entering ~~global~~into ~~distribution~~such ~~networks in~~contracts ~~place~~ and afor ~~customer~~attracting distributor ~~base that is fiercely loyal to their brands~~relationships. Furthermore, wecertain ~~believe~~of ~~that~~our ~~big tobacco will devote more attention and resources to developing and offering~~ electronic ~~cigarettes~~cigarette ascompetitors ~~the~~may ~~market~~have ~~for~~better ~~electronic~~control ~~cigarettes grows. Because~~ of their ~~well-established sales~~supply and distribution ~~channels~~, be, ~~marketing~~better ~~expertise and significant resources~~established, ~~big~~larger ~~tobacco~~and is better ~~positioned~~financed than ~~small competitors like~~ us ~~to capture a larger share of the electronic cigarette market~~.

We also ~~face~~compete ~~competition~~against ~~from~~“big tobacco”, U.S. cigarette manufacturers inof both conventional tobacco cigarettes and electronic cigarettes like Altria Group, Inc., Lorillard, Inc. ~~China~~and Reynolds American, Inc. We compete against big tobacco who offers not only conventional tobacco cigarettes and electronic cigarettes but also smokeless tobacco products such as ~~they~~“snus” ~~try~~(a toform ~~increase~~of moist ground smokeless tobacco that is usually sold in sachet form that resembles small tea bags), chewing tobacco and snuff. Big tobacco has nearly limitless resources, global distribution networks in place and a customer base that is fiercely loyal to their Ubrands.S Furthermore, we believe that big tobacco will devote more attention and resources to developing and offering electronic cigarettes as the market for electronic cigarettes grows. ~~presence~~Because byof their well-established sales and distribution channels, marketing ~~directly~~expertise and significant resources, big tobacco is better positioned than small competitors like us to ~~members~~capture ~~within~~a ~~our~~larger ~~supply~~share ~~and~~of ~~value~~the ~~chain~~electronic ~~similar~~cigarette ~~products~~market.

We ~~may~~ also face competition from ~~other~~manufacturers ~~patent~~in ~~holders,~~China ~~including~~as ~~but~~they ~~not~~try ~~limited~~ to, ~~Imperial~~increase ~~Tobacco~~their ~~Group Plc, Europe’s second-biggest tobacco company, who in September 2013 acquired a portfolio of electronic cigarette patents from Dragonite International Ltd~~U.S. ~~(formerly~~presence ~~Ruyan~~by ~~Group~~marketing ~~Holdings~~directly ~~Limited)~~to ~~for~~members ~~$75 million,~~within asour wesupply ~~attempt to negotiate~~ and ~~contract~~value ~~with~~chain ~~other~~similar ~~electronic cigarette companies to license our intellectual property~~products.

7We may also face competition from other patent holders, including but not limited to, Imperial Tobacco Group Plc, Europe’s second-biggest tobacco company, who in September 2013 acquired a portfolio of electronic cigarette patents from Dragonite International Ltd. (formerly Ruyan Group Holdings Limited) for $75 million, as we attempt to negotiate and contract with other electronic cigarette companies to license our intellectual property.

~~Manufacturing~~7

We depend on third party manufacturers for our electronic cigarettes, vaporizers and accessories. Our customers associate certain characteristics of our products including the weight, feel, draw, unique flavor, packaging and other attributes of our products to the brands we market, distribute and sell. Any interruption in supply and/or consistency of our products may adversely impact our ability to deliver our products to our wholesalers, distributors and customers and otherwise harm our relationships and reputation with customers, and have a materially adverse effect on our business, results of operations and financial condition.Manufacturing

~~Although~~We wedepend ~~believe~~on ~~that~~third ~~several~~party ~~alternative~~manufacturers ~~sources~~ for our ~~products~~ ~~are~~electronic ~~available~~cigarettes, ~~several~~vaporizers and accessories. Our customers associate certain characteristics of our ~~models~~products ~~have~~including ~~proprietary~~the ~~molds~~weight, feel, draw, unique flavor, packaging and ~~any~~other ~~failure~~attributes toof ~~obtain~~our products to the ~~components,~~brands ~~chemical~~we ~~constituents~~market, distribute and ~~manufacturing services~~sell. ~~necessary~~Any ~~for~~interruption in ~~the~~supply ~~production~~and/or consistency of our products ~~would~~may adversely impact our ability to deliver our products to our wholesalers, distributors and customers and otherwise harm our relationships and reputation with customers, and have a ~~material~~materially adverse effect on our business, results of operations and financial condition.

~~Source~~Although we believe that several alternative sources for our products are available, several of our models have proprietary molds and ~~Availability~~any failure to obtain the components, chemical constituents and manufacturing services necessary for the production of ~~Raw~~our ~~Materials~~products would have a material adverse effect on our business, results of operations and financial condition.

WeSource ~~believe~~and ~~that~~Availability ~~an adequate supply~~ of ~~product and~~Raw ~~raw materials will be available to us as needed and from multiple sources and suppliers.~~Materials

~~Intellectual~~We ~~Property~~believe that an adequate supply of product and raw materials will be available to us as needed and from multiple sources and suppliers.

WeIntellectual ~~own the following U.S. patent:~~Property

●We ~~Electronic~~own ~~Cigarette, Patent 8,205,622 as issued by~~ the ~~United~~following ~~States Patent and Trademark Office on May 14, 2012~~U.S. patent:

We● ~~own~~Electronic Cigarette, Patent 8,205,622 as issued by the ~~following~~United ~~U.S.~~States ~~Trademarks:~~Patent and Trademark Office on May 14, 2012.

●We ~~HoneyStick,~~own ~~Dissim,~~the ~~VPOD,~~following ~~HRB,~~U.S. ~~Phantom, ELF, Ripper, Crumble, Bee master~~Trademarks:

We● ~~have~~HoneyStick, ~~the~~Dissim, ~~following~~VPOD, ~~U.S.~~HRB, ~~Trademarks~~Phantom, ~~Pending:~~ELF, Ripper, Crumble, Bee master

●We ~~TWITCH,~~have ~~HELIUM,~~the ~~Auto~~following ~~Draw,~~U.S. ~~VPR,~~Trademarks ~~FLASH~~Pending:

In● ~~addition~~TWITCH, asHELIUM, aAuto ~~result~~Draw, ~~of the acquisition of certain assets from Vapor Corp. (“Vapor”)~~VPR, ~~the Company has acquired various trademarks and domains. The following is the list of trademarks:~~FLASH

Trademark	Application No.	Application Date	Registration No.	Registration Date
VAPORIN
B-BUZZ’N	86856758	12/22/15	N/A	N/A
CHILLER B	86856798	12/22/15	5012851	2-Aug-16
ECIGTRONICS	85371221	7/14/11	4191835	14-Aug-12
EZSMOKER	77681034	3/2/09	3800589	8-Jun-10
FIFTY-ONE	77514632	7/3/08	3762126	23-Mar-10
FUMARE	85419589	9/10/11	4302950	12-Mar-13
GOLDMINE	85495797	12/15/11	4186101	7-Aug-12
GREENLINE	85495369	12/14/11	4186059	7-Aug-12
GREEN PUFFER	77683491	3/4/09	3800608	8-Jun-10
HONEY STICK	86711441	7/31/15	4877766	29-Dec-15
HOOKAH STIX	85432021	9/26/11	4388693	20-Aug-13
KRAVE	77598996	10/23/08	3753097	23-Feb-10
MINIMAX	85714681	8/28/12	4385494	13-Aug-13
RED LINE	85495799	12/15/11	4186102	7-Aug-12
SMOKE STAR	77846705	10/12/09	3795716	1-Jun-10
THE BEE KEEPER	86856822	12/22/15	5012853	2-Aug-16
THE B-HIGH’V	86856819	12/22/15	5017261	9-Aug-16
THE BUMBLER	86856830	12/22/15	5012854	2-Aug-16
THE TRIO	77956805	3/11/10	3876177	16-Nov-10
VAPE NAKED	86693699	7/15/15	5043802	20-Sep-16
VAPOR X	85200284	12/17/10	4005660	2-Aug-11
VAPORE	85419587	9/10/11	4306905	19-Mar-13
VX	86043664	8/21/13	4542479	3-Jun-14

In addition, as a result of the acquisition of certain assets from Vapor Corp. (“Vapor”), we have acquired various trademarks and domains. The following is the list of trademarks:

Trademark	Application No.	Application Date	Registration No.	Registration Date
VAPORIN
B-BUZZ’N	86856758	12/22/15	N/A	N/A
CHILLER B	86856798	12/22/15	5012851	2-Aug-16
ECIGTRONICS	85371221	7/14/11	4191835	14-Aug-12
EZSMOKER	77681034	3/2/09	3800589	8-Jun-10
FIFTY-ONE	77514632	7/3/08	3762126	23-Mar-10
FUMARE	85419589	9/10/11	4302950	12-Mar-13
GOLDMINE	85495797	12/15/11	4186101	7-Aug-12
GREENLINE	85495369	12/14/11	4186059	7-Aug-12
GREEN PUFFER	77683491	3/4/09	3800608	8-Jun-10
HONEY STICK	86711441	7/31/15	4877766	29-Dec-15
HOOKAH STIX	85432021	9/26/11	4388693	20-Aug-13
KRAVE	77598996	10/23/08	3753097	23-Feb-10
MINIMAX	85714681	8/28/12	4385494	13-Aug-13
RED LINE	85495799	12/15/11	4186102	7-Aug-12
SMOKE STAR	77846705	10/12/09	3795716	1-Jun-10
THE BEE KEEPER	86856822	12/22/15	5012853	2-Aug-16
THE B-HIGH’V	86856819	12/22/15	5017261	9-Aug-16
THE BUMBLER	86856830	12/22/15	5012854	2-Aug-16
THE TRIO	77956805	3/11/10	3876177	16-Nov-10
VAPE NAKED	86693699	7/15/15	5043802	20-Sep-16
VAPOR X	85200284	12/17/10	4005660	2-Aug-11
VAPORE	85419587	9/10/11	4306905	19-Mar-13
VX	86043664	8/21/13	4542479	3-Jun-14

~~The following are the website domains acquired:~~8

●The ~~Greenecig.com~~following are the website domains acquired:

● ~~Greenpuffer~~Greenecig.com

● ~~Mrecig~~Greenpuffer.com

● ~~Nicstics~~Mrecig.com

● ~~Onedollarecig~~Nicstics.com

● ~~Onedollarecigs~~Onedollarecig.com

● ~~Smokeexchange~~Onedollarecigs.com

● ~~Smokegenius~~Smokeexchange.com

● ~~www~~Smokegenius.~~vaporin.~~com

● www.~~kraveit~~vaporin.com

● www.~~vapehoneystick~~kraveit.com

~~Additional~~● ~~Trademarks~~www.vapehoneystick.com

●Additional ~~www.Dissim.com ● www.elfbrand.com ● www.twitchvpr.com ● www.vaporcigar.com ● www.flashlighter.com ● www.cbdgoldline.com ● www.goldlinecbd.com ● www.cartdub.com ● www.vprbrands.com~~Trademarks

~~Government~~● ~~Regulations~~www.Dissim.com ● www.elfbrand.com ● www.twitchvpr.com ● www.vaporcigar.com ● www.flashlighter.com ● www.cbdgoldline.com ● www.goldlinecbd.com ● www.cartdub.com ● www.vprbrands.com

~~Tobacco~~Government ~~Deemed Products~~Regulations

Pursuant to a December 2010 decision by the U.S. Court of Appeals for the District of Columbia Circuit, in Sottera, Inc. v. Food & Drug Administration, 627 F.3d 891 (D.C. Cir. 2010), the FDA is permitted to regulate electronic cigarettes as “tobacco products” under the Family Smoking Prevention and Tobacco ~~Control~~Deemed Act of 2009 (the “Tobacco Control Act”). Under this Court decision, the FDA is not permitted to regulate electronic cigarettes as “drugs” or “devices” or a “combination product” under the Federal Food, Drug and Cosmetic Act unless they are marketed for therapeutic purposes. Products

~~The~~Pursuant ~~Tobacco~~to ~~Control~~a ~~Act~~December ~~also~~2010 ~~requires~~decision ~~establishment, within~~by the ~~FDA’s~~U.S. Court ~~new~~of ~~Center~~Appeals for ~~Tobacco~~the ~~Products,~~District of aColumbia ~~Tobacco~~Circuit, ~~Products~~in ~~Scientific~~Sottera, ~~Advisory~~Inc. ~~Committee~~v. toFood ~~provide~~& ~~advice~~Drug Administration, ~~information~~627 F.3d 891 (D.C. Cir. 2010), ~~and~~the ~~recommendations~~FDA ~~with~~is ~~respect~~permitted to regulate electronic cigarettes as “tobacco products” under the ~~safety~~Family Smoking Prevention and Tobacco Control Act of 2009 (the “Tobacco Control Act”). Under this Court decision, ~~dependence~~the orFDA ~~health~~is ~~issues~~not ~~related~~permitted to regulate ~~tobacco~~electronic cigarettes as ~~products~~“drugs” or “devices” or a “combination product” under the Federal Food, Drug and Cosmetic Act unless they are marketed for therapeutic purposes.

The ~~FDA~~Tobacco ~~had~~Control ~~previously~~Act ~~indicated~~also ~~that~~requires ~~it intended~~establishment, towithin ~~regulate~~the ~~e-cigarettes~~FDA’s ~~under~~new ~~the~~ Center for Tobacco ~~Control~~Products, ~~Act through~~of ~~the~~a ~~issuance~~Tobacco ofProducts ~~“Deeming~~Scientific ~~Regulations”~~Advisory ~~that~~Committee ~~would include~~to ~~e-liquid,~~provide ~~e-cigarettes~~advice, information and ~~other~~recommendations ~~vaping~~with ~~products~~respect ~~(collectively,~~to ~~“Deemed~~the ~~Tobacco~~safety, ~~Products”)~~dependence ~~under~~or ~~the Tobacco Control~~health ~~Act and~~issues ~~subject~~related to ~~the~~tobacco ~~FDA’s jurisdiction~~products.

9The FDA had previously indicated that it intended to regulate e-cigarettes under the Tobacco Control Act through the issuance of “Deeming Regulations” that would include e-liquid, e-cigarettes, and other vaping products (collectively, “Deemed Tobacco Products”) under the Tobacco Control Act and subject to the FDA’s jurisdiction.

On May 10, 2016, the FDA issued the “Deeming Regulations” which came into effect August 8, 2016. The Deeming Regulations amended the definition of “tobacco products” to include e-liquid, e-cigarettes and other vaping products. Deemed Tobacco Products include, but are not limited to, e-liquids, atomizers, batteries, cartomizers, clearomisers, tank systems, flavors, bottles that contain e-liquids and programmable software. Beginning August 8, 2016, Deemed Tobacco Products became subject to all FDA regulations applicable to cigarettes, cigarette tobacco, and other tobacco products which require:9

●On aMay ~~prohibition~~10, on2016, ~~sales~~the toFDA ~~those~~issued ~~younger~~the ~~than~~“Deeming Regulations” 18which ~~years~~came into effect August 8, 2016. The Deeming Regulations amended the definition of ~~age~~“tobacco products” to include e-liquid, e-cigarettes and ~~requirements~~other ~~for~~vaping ~~verification~~products. byDeemed ~~means~~Tobacco ofProducts ~~photographic~~include, ~~identification~~but ~~(in~~are ~~December~~not ~~2019~~limited to, ~~the~~e-liquids, ~~federal~~atomizers, batteries, ~~minimum~~cartomizers, ~~age~~clearomisers, ~~for~~tank ~~sale~~systems, offlavors, ~~tobacco~~bottles ~~products~~that ~~was~~contain ~~raised~~e-liquids ~~from~~and 18programmable software. Beginning August 8, 2016, Deemed Tobacco Products became subject to 21all ~~years);~~FDA regulations applicable to cigarettes, cigarette tobacco, and other tobacco products which require:

● ~~health~~a ~~and~~prohibition ~~addictiveness~~on ~~warnings~~sales onto ~~product~~those ~~packages~~younger than 18 years of age and requirements for verification by means of photographic identification (in ~~advertisements~~December 2019, the federal minimum age for sale of tobacco products was raised from 18 to 21 years);

● ahealth ~~ban~~and onaddictiveness ~~vending~~warnings ~~machine~~on ~~sales~~product ~~unless~~packages ~~the~~and ~~vending machines are located~~ in ~~a facility where the retailer ensures that individuals under 18 years of age are prohibited from entering at any time~~advertisements;

● ~~registration~~a ~~with,~~ban ~~and~~on ~~reporting~~vending ofmachine ~~product~~sales ~~and~~unless ~~ingredient~~the ~~listings~~vending ~~to,~~machines are located in a facility where the ~~FDA~~retailer ensures that individuals under 18 years of age are prohibited from entering at any time;

● noregistration ~~marketing~~with, and reporting of ~~new~~product ~~tobacco~~and ~~products~~ingredient ~~prior~~listings to, ~~FDA~~the ~~review~~FDA;

● no ~~direct~~marketing ~~and implied claims~~ of ~~reduced~~new ~~risk~~tobacco ~~such~~products asprior ~~“light”,~~to ~~“low” and “mild” descriptions unless~~ FDA ~~confirms (a) that scientific evidence supports the claim and (b) that marketing the product will benefit public health~~review;

● ~~payment~~no direct and implied claims of ~~user~~reduced ~~fees~~risk such as “light”, “low” and “mild” descriptions unless FDA confirms (a) that scientific evidence supports the claim and (b) that marketing the product will benefit public health;

● ~~ban~~payment onof ~~free~~user ~~samples~~fees; ~~and~~

● ~~childproof~~ban ~~packaging.~~on free samples; and

In● ~~addition,~~childproof the Deeming Regulations requires any Deemed Tobacco Product that was not commercially marketed as of the “grandfathering” date of February 15, 2007, to obtain premarket approval before it can be marketed in the United Statespackaging. Premarket approval could take any of the following three pathways: (1) submission of a premarket tobacco product application (“PMTA”) and receipt of a marketing authorization order; (2) submission of a substantial equivalence report and receipt of a substantial equivalence order; or (3) submission of a request for an exemption from substantial equivalence requirements and receipt of an substantial equivalence exemption determination. The Company cannot predict if any of the products in our product line, all of which would be considered “non-grandfathered”, will receive the required premarket approval from the FDA if the Company were to undertake obtaining premarket approval through any of the available pathways.

~~Since~~In ~~there~~addition, ~~were~~the ~~virtually~~Deeming noRegulations ~~e-liquid, e-cigarettes~~requires orany ~~other~~Deemed ~~vaping~~Tobacco ~~products~~Product onthat ~~the~~was ~~market~~not commercially marketed as of the “grandfathering” date of February 15, 2007, ~~there is no way~~ to ~~utilize the less onerous substantial equivalence or substantial equivalence exemption pathways that traditional tobacco corporation can utilize. In order to~~ obtain premarket approval, ~~practically all~~before ~~e-liquid,~~it ~~e-cigarettes~~can orbe ~~other~~marketed ~~vaping~~in ~~products would have to follow~~ the ~~PMTA~~United ~~pathway~~States. ~~which~~Premarket ~~would~~approval ~~cost~~could ~~hundreds~~take ofany ~~thousands~~ of ~~dollars per~~the ~~application.~~following ~~Furthermore,~~three ~~the~~pathways: (1) ~~Deeming~~submission ~~Regulations~~of ~~also~~a ~~effectively~~premarket ~~froze~~tobacco ~~the~~product ~~U.S.~~application ~~market~~(“PMTA”) onand ~~August~~receipt 8,of ~~2016~~a ~~since~~marketing ~~any~~authorization ~~new e-liquid,~~order; ~~e-cigarette~~(2) orsubmission ~~other~~of ~~vaping~~a ~~product~~substantial ~~would~~equivalence bereport ~~required~~and toreceipt ~~obtain~~of ana ~~FDA~~substantial ~~marketing~~equivalence ~~authorization~~order; ~~though~~or ~~one~~(3) submission of ~~the~~a ~~aforementioned~~request ~~pathways.~~for ~~Deemed~~an ~~Tobacco~~exemption ~~Products~~from ~~that~~substantial ~~were~~equivalence onrequirements ~~the~~and ~~market~~receipt ~~prior~~of toan ~~August~~substantial 8,equivalence ~~2016~~exemption ~~have~~determination. ~~been~~We ~~provided~~cannot ~~with~~predict if aany ~~grace~~of ~~period~~the ~~where such~~ products ~~can continue~~in toour beproduct ~~marketed until the May 12~~line, ~~2020~~all ~~PMTA~~of ~~submission~~which ~~deadline.~~would ~~Upon~~be ~~submission~~considered ~~of a PMTA~~“non-grandfathered”, ~~such~~will ~~products~~receive ~~would~~the ~~be permitted~~required topremarket beapproval ~~sold~~from ~~pending~~ the FDA’s ~~review~~if ofwe ~~the~~were ~~submitted~~to ~~PMTAs,~~undertake ~~even~~obtaining ifpremarket ~~the~~approval ~~May~~through ~~12,~~any ~~2020~~of ~~deadline~~the ~~has~~available ~~passed~~pathways.

InSince athere ~~press~~were ~~release~~virtually ~~dated~~no ~~July~~e-liquid, 28e-cigarettes or other vaping products on the market as of February 15, ~~2017~~2007, there is no way to utilize the ~~FDA~~less onerous substantial equivalence or ~~also~~substantial ~~stated~~equivalence exemption pathways that ~~“the~~traditional ~~FDA~~tobacco ~~plans~~corporation can utilize. In order to ~~issue~~obtain ~~foundational~~premarket ~~rules~~approval, practically all e-liquid, e-cigarettes or other vaping products would have to ~~make~~follow the ~~product~~PMTA ~~review~~pathway ~~process~~which ~~more~~would ~~efficient,~~cost ~~predictable,~~hundreds ~~and~~of thousands of dollars ~~transparent~~per ~~for~~application. ~~manufacturers~~Furthermore, ~~while~~the ~~upholding~~Deeming ~~the~~Regulations ~~agency’s~~also ~~public~~effectively ~~health~~froze ~~mission~~the U.S. ~~Among~~market ~~other~~on ~~things~~August 8, ~~the~~2016 ~~FDA~~since ~~intends~~any tonew ~~issue~~e-liquid, ~~regulations~~e-cigarette ~~outlining~~or ~~what~~other ~~information~~vaping ~~the~~product ~~agency~~would ~~expects~~be required to beobtain ~~included~~an inFDA ~~PMTAs,~~marketing ~~Modified~~authorization ~~Risk~~though ~~Tobacco~~one ~~Product~~of ~~(“MRTP”)~~the aforementioned pathways. ~~applications~~Deemed ~~and~~Tobacco ~~reports~~Products that were on the market prior to ~~demonstrate~~August ~~Substantial~~8, ~~Equivalence~~2016 ~~(“SE”).~~have ~~The~~been ~~FDA~~provided ~~also~~with ~~plans~~a tograce ~~finalize~~period ~~guidance~~where ~~on how~~such itproducts ~~intends~~can continue to ~~review~~be ~~PMTAs~~marketed ~~for~~until ~~ENDS.~~the ~~The~~May ~~agency~~12, ~~also~~2020 ~~will~~PMTA ~~continue~~submission ~~efforts~~deadline. toUpon ~~assist~~submission ~~industry~~of ina ~~complying~~PMTA, ~~with~~such ~~federal~~products ~~tobacco~~would ~~regulations~~be permitted to ~~through~~be ~~online~~sold ~~information~~pending the FDA’s review of the submitted PMTAs, ~~meetings~~even if the May 12, ~~webinars~~2020 ~~and~~deadline ~~guidance~~has ~~documents”~~passed.

~~The~~In ~~Company~~a ~~has~~press ~~not~~release ~~filed~~dated ~~any~~July ~~PMTAs.~~28, We2017, ~~have~~the FDA ~~switched~~also ~~all~~stated ofthat ~~our~~“the ~~nicotine~~FDA ~~products~~plans to ~~Tobacco~~issue ~~Free~~foundational ~~Nicotine~~rules to make the product review process more efficient, predictable, and~~/or~~ transparent ~~have~~for ~~almost~~manufacturers, ~~completely~~while ~~stopped~~upholding ~~selling~~the ~~nicotine~~agency’s ~~based~~public ~~vapor~~health ~~products~~mission. Among other things, the FDA intends to issue regulations outlining what information the agency expects to be included in PMTAs, Modified Risk Tobacco Product (“MRTP”) applications and reports to demonstrate Substantial Equivalence (“SE”). The ~~Company~~FDA ~~has~~also ~~determined~~plans to ~~focus~~finalize guidance on how ~~cannabis~~it ~~vape~~intends ~~hardware~~to ~~products~~review PMTAs for ENDS. The agency also will continue efforts to assist industry in complying with federal tobacco regulations through online information, meetings, webinars and ~~lighters~~guidance documents”.

InWe ~~addition~~have tonot ~~federal~~filed ~~regulation,~~any state and local governments currently legislate and regulate tobacco products, including what is considered a tobacco product, how tobacco taxes are calculated and collected, to whom tobacco products can be sold and by whom, in addition to where tobacco products, specifically cigarettes may be smoked and where they may notPMTAs. ~~Certain~~We ~~municipalities~~ have ~~enacted~~switched all ~~local ordinances which preclude the use~~ of ~~e-liquid,~~our ~~e-cigarettes and~~nicotine ~~other vaping~~ products ~~where~~to ~~traditional~~Tobacco ~~tobacco~~Free ~~burning~~Nicotine ~~cigarettes cannot be used~~ and/or ~~certain states~~ have ~~proposed~~almost ~~legislation~~completely ~~that would~~stopped ~~categorize~~selling ~~vaping~~nicotine ~~products~~based asvapor ~~tobacco~~ products~~, equivalent to their tobacco burning counterparts~~. ~~If these bills become laws, vaping~~We ~~products~~are ~~may~~determined ~~lose their appeal as an alternative~~ to ~~traditional~~focus ~~cigarettes,~~on ~~which~~cannabis ~~may~~vape ~~have~~hardware ~~the~~products ~~effect~~and ~~of reducing the demand for the products~~lighters.

10In addition to federal regulation, state and local governments currently legislate and regulate tobacco products, including what is considered a tobacco product, how tobacco taxes are calculated and collected, to whom tobacco products can be sold and by whom, in addition to where tobacco products, specifically cigarettes may be smoked and where they may not. Certain municipalities have enacted local ordinances which preclude the use of e-liquid, e-cigarettes and other vaping products where traditional tobacco burning cigarettes cannot be used and certain states have proposed legislation that would categorize vaping products as tobacco products, equivalent to their tobacco burning counterparts. If these bills become laws, vaping products may lose their appeal as an alternative to traditional cigarettes, which may have the effect of reducing the demand for the products.

The Company may be required to discontinue, prohibit or suspend sales of its e-liquid products in states that require us to obtain a retail tobacco license. If the Company is unable to obtain certain licenses, approvals or permits and if the Company is not able to obtain the necessary licenses, approvals or permits for financial reasons or otherwise and/or any such license, approval or permit is determined to be overly burdensome to the Company, then the Company may be required to cease sales and distribution of its e-liquid products to those states, which would have a material adverse effect on the Company’s business, results of operations and financial condition.10

AsWe amay ~~result~~be ofrequired ~~FDA~~to ~~import~~discontinue, ~~alert~~prohibit ~~66-41 (which~~or ~~allows~~suspend ~~the~~sales ~~detention~~ of ~~unapproved~~our ~~drugs~~e-liquid ~~promoted~~products in ~~the~~states ~~U.S.),~~that Urequire us to obtain a retail tobacco license.S. ~~Customs~~If ~~has~~we ~~from~~are ~~time~~unable to ~~time~~obtain ~~temporarily~~certain licenses, approvals or permits and inif ~~some~~we ~~instances indefinitely~~are ~~detained~~not ~~certain~~able ~~products.~~to Ifobtain the ~~FDA~~necessary ~~modifies~~licenses, ~~the~~approvals ~~import~~or ~~alert~~permits ~~from~~for ~~its~~financial ~~current~~reasons ~~form~~or otherwise ~~which~~and/or ~~allows~~any ~~U.S.~~such ~~Customs~~license, ~~discretion to~~approval ~~release~~or ~~the~~permit ~~products,~~is determined to abe ~~mandatory~~overly ~~and~~burdensome ~~definitive~~to ~~hold~~us, ~~the~~then ~~Company~~we may ~~no longer~~ be ~~able~~required to ~~ensure~~cease asales and ~~supply~~distribution of ~~raw~~our ~~materials~~e-liquid ~~or saleable~~products ~~product~~to those states, which ~~will~~would have a material adverse effect on ~~the~~our ~~Company’s~~ business, results of operations and financial condition.

AtAs ~~present,~~a ~~neither~~result ~~the~~of ~~Prevent~~FDA ~~All~~import ~~Cigarette Trafficking~~alert ~~Act~~66-41 (which ~~prohibits~~ allows the ~~use~~detention of ~~the~~unapproved ~~USPS~~drugs topromoted ~~mail~~in ~~most~~the ~~tobacco~~U.S.), ~~products~~U.S. ~~and~~Customs ~~which~~has ~~amends~~from ~~the~~time ~~Jenkins~~to ~~Act,~~time ~~which would~~temporarily ~~require individuals~~ and ~~businesses~~in ~~that~~some ~~make~~instances ~~interstate~~indefinitely detained ~~sales~~certain ofproducts. ~~cigarettes~~If orthe ~~smokeless~~FDA ~~tobacco~~modifies tothe ~~comply~~import ~~with~~alert ~~state~~from ~~tax~~its ~~laws) nor~~current ~~the~~form ~~Federal Cigarette Labeling~~which ~~and~~allows ~~Advertising~~U.S. ~~Act~~Customs ~~(which~~discretion ~~governs~~to ~~how~~release the ~~cigarettes~~products, ~~can~~to bea ~~advertised~~mandatory and ~~marketed) apply~~definitive tohold, ~~electronic~~we ~~cigarettes.~~may ~~The~~no ~~application~~longer ofbe ~~either~~able orto ~~both~~ensure ofa ~~these~~supply ~~federal~~of ~~laws~~raw tomaterials ~~electronic~~or ~~cigarettes~~saleable ~~would~~product, which will have a material adverse effect on our business, results of operations and financial condition.

AsAt ~~part~~present, ofneither the ~~“Consolidated~~Prevent ~~Appropriations~~All Cigarette Trafficking Act, ~~2021,”~~(which inprohibits the ~~most~~use ~~recent~~of ~~COVID-19~~the ~~relief~~USPS ~~bill~~to ~~signed~~mail ~~into~~most ~~law~~tobacco onproducts ~~December~~and ~~27,~~which ~~2020,~~amends the ~~U.S.~~Jenkins ~~Congress~~Act, ~~amended~~which would ~~the~~require ~~Prevent~~individuals and businesses that make interstate sales of cigarettes or smokeless tobacco to comply with state tax laws) ~~All~~nor the Federal Cigarette Labeling ~~Trafficking~~and ~~(“PACT”)~~Advertising Act to(which governs how cigarettes can be advertised and marketed) apply to e-electronic cigarettes. ~~and~~The ~~all~~application ~~vaping~~of ~~products~~either or both of these federal laws to electronic cigarettes would have a material adverse effect on our business, results of operations and financial condition.

~~Originally~~As ~~passed~~noted ~~in 2009~~above, the PACT Act ~~amended the~~now ~~existing~~applies ~~Jenkins Act of 1949, which required interstate shippers~~ to ~~report cigarette sales to state tobacco tax administrators in~~apply ~~order~~ to ~~combat illicit sales and tax avoidance. The PACT Act, among other things, prohibited the use of the U.S. Postal Service (“USPS”) to deliver~~ e-cigarettes and ~~smokeless~~all ~~tobacco~~vaping products ~~directly to consumers~~.

InThe ~~addition~~tobacco toindustry ~~the~~expects ~~non-mailing~~significant ~~provisions, the~~regulatory ~~PACT~~developments ~~Act~~to ~~requires~~take ~~anyone~~place ~~who~~over ~~sells~~the ~~cigarettes~~next orfew ~~smokeless~~years, ~~tobacco~~driven toprincipally ~~register~~by ~~with~~ the ~~Bureau~~ ofWorld ~~Alcohol,~~Health ~~Tobacco,~~Organization’s ~~Firearms~~Framework ~~and~~Convention on ~~Explosives (the~~Tobacco Control (“~~ATF~~FCTC”). ~~and~~The ~~the~~FCTC ~~tobacco~~is ~~tax administrators of~~ the ~~states~~first ~~into~~international ~~which~~public ahealth ~~shipment~~treaty ison ~~made~~tobacco, orand inits ~~which~~objective ~~an advertisement or offer~~ is ~~disseminated. Delivery sellers who ship cigarettes or smokeless tobacco~~ to ~~consumers~~establish ~~are~~a ~~further~~global ~~required~~agenda ~~to label~~for ~~packages as containing~~ tobacco, ~~verify~~regulation with the ~~age~~purpose ~~and identity~~ of ~~the~~reducing ~~customer~~initiation atof ~~purchase,~~tobacco use ~~a delivery method (other than USPS) that checks identification~~ and ~~obtains~~encouraging ~~adult customer signature at delivery, and maintain records of delivery sales for a period of four~~cessation. ~~years~~Regulatory ~~after~~initiatives ~~the~~that ~~date~~have ofbeen ~~sale~~proposed, ~~among~~introduced ~~other~~or ~~things.~~enacted include:

~~The~~● ~~PACT Act also requires sellers to file a monthly report with~~ the ~~state~~levying ~~tobacco tax administrator and any other local or tribal entity that taxes the sale~~ of ~~cigarettes.~~substantial ~~Such reports must include the name~~ and ~~address~~increasing oftax ~~the persons delivering~~ and ~~receiving~~duty the shipment and the brand and quantity of the “cigarettes” that were shipped. These requirements apply to all sales of cigarettes and smokeless tobacco, including sales to consumers and sales between businesses.charges;

~~The~~● ~~PACT~~restrictions ~~Act~~or ~~mandates~~bans ~~that the ATF maintain a non-compliant list of persons who fail to comply with the Act. Placement~~ on ~~the list bars common carriers and other persons from delivering products sold by the listed company. ATF distributes the list to common carriers~~advertising, ~~USPS,~~marketing ~~credit card companies,~~ and ~~others to help enforce the list.~~sponsorship;

~~The~~● ~~2020 PACT Act amendment,~~ the ~~“Preventing Online~~display ~~Sales~~ of ~~E-Cigarettes~~larger tohealth ~~Children Act~~warnings,” ~~modifies~~graphic ~~the~~health ~~original~~warnings definition of “cigarette” in the PACT Act to include Electronic Nicotine Delivery Systems (“ENDS”). The term “ENDS” is defined very broadly to essentially include all vaping products, liquids, components, and ~~accessories, whether they contain nicotine or not. Specifically, an ENDS product is defined as “any electronic device that, through an aerosolized solution, delivers nicotine, flavor, or any~~ other ~~substance to the~~labeling ~~user inhaling from the device,” including “an e-cigarette~~requirements; an e-hookah; an e-cigar; a vape pen; an advanced refillable personal vaporizer; an electronic pipe; and any component, liquid, part, or accessory of a device described [above], without regard to whether the component, liquid, part, or accessory is sold separately from the device.” (Emphasis added.) Based on this definition of ENDS, zero-nicotine e-liquids, synthetic “tobacco-free” nicotine e-cigarettes, and CBD/THC/hemp vape pens, among other things, would all appear to be captured.

11● restrictions on packaging design, including the use of colors and generic packaging;

~~The~~● ~~PACT~~restrictions ~~Act~~or ~~requirements~~bans ~~summarized~~on ~~above~~the ~~became effective~~display inof ~~March~~tobacco ~~2021.~~product ~~Certain~~packaging ~~requirements~~at ~~(e.g.,~~the ~~labeling,~~point ~~weight~~of ~~restrictions~~sale, and ~~21+~~restrictions ~~age~~or ~~verification~~bans on ~~delivery)~~cigarette ~~only~~vending ~~apply to direct-to-consumer sales (made through common carriers or private delivery services). The registration and reporting requirements apply to all sales, including business-to-business sales.~~machines;

As● ~~noted,~~requirements ~~the amended PACT Act now prohibits the use of the USPS to deliver “ENDS” directly to consumers. On October 21, 2021, the USPS issued final rules~~ regarding ~~the mailability of ENDS products through the USPS~~testing, ~~while~~disclosure ~~also clarifying which products are~~ and ~~are~~performance ~~not~~standards ~~covered~~for bytar, ~~the~~nicotine, ~~rule.~~carbon ~~The~~monoxide ~~final rules clarified that hemp vape products are included within the definition of ENDS,~~ and ~~are~~other ~~thus~~smoke ~~nonmailable.~~constituents ~~The rule also provides that a legally operating ENDS business may apply to USPS for a business-to-business exception to the general rule prohibiting the mailing of such products.~~levels;

~~The~~● ~~PACT~~requirements ~~Act~~regarding ~~has historically exempted businesses-to-business deliveries from the USPS ban. Specifically~~testing, ~~the~~disclosure ~~USPS ban does not extend to tobacco products mailed only for business purposes between legally operating businesses that have all applicable State~~ and ~~Federal~~use ~~Government~~of ~~licenses or permits and are engaged in~~ tobacco product ~~manufacturing,~~ distribution, wholesale, export, import, testing, investigation, or research. Companies seeking to use USPS for business-to-business deliveries must first submit an application to the USPS Pricing and Classification Service Center and comply with several other shipping, labeling, and delivery requirements.ingredients;

~~Critically~~● ~~for~~increased ~~the~~restrictions ~~vapor~~on ~~industry,~~smoking ~~the~~in ~~most~~public ~~commonly used~~and ~~carriers,~~work ~~Federal~~places ~~Express~~ and, ~~United~~in ~~Parcel~~some ~~Service (“UPS”)~~instances, ~~ceased~~in ~~all~~private ~~deliveries~~places ofand ~~vapor products.~~ outdoors;

~~The~~● ~~tobacco~~elimination ~~industry~~of ~~expects~~duty ~~significant~~free ~~regulatory developments~~allowances to take place over the next few years, driven principally by the World Health Organization’s Framework Convention on Tobacco Control (“FCTC”). The FCTC is the first international public health treaty on tobacco, and its objective is to establish a global agenda for ~~tobacco~~travelers; ~~regulation with the purpose of reducing initiation of tobacco use~~ and ~~encouraging cessation. Regulatory initiatives that have been proposed, introduced or enacted include:~~

● ~~the~~encouraging ~~levying~~litigation ofagainst ~~substantial~~tobacco ~~and increasing tax and duty charges;~~companies.

●If ~~restrictions~~e-liquid, e-cigarettes or ~~bans~~other onvaping ~~advertising~~products are subject to one or more significant regulatory initiatives enacted under the FCTC, ~~marketing~~our business, results of operations and ~~sponsorship;~~financial condition could be materially and adversely affected.

~~● the display of larger health warnings, graphic health warnings and other labeling requirements;~~11

~~● restrictions on packaging design, including the use of colors and generic packaging;~~Canada

●E-cigarettes ~~restrictions~~with or ~~bans~~without onnicotine are legal in Canada. In May 2018, Bill S-5: An Act to amend the ~~display~~Tobacco Act and Non-smokers’ Health Act received Royal Assent established a new legislative framework to regulate the manufacturing, sale, labelling and promotions of ~~tobacco~~vaping ~~product~~products ~~packaging~~in atCanada. Sales of vaping products containing nicotine are permitted to adults 18 years of age and older. Vaping products containing cannabis are regulated under the ~~point~~Cannabis Act and its regulations. The Cannabis Act became law on October 17, 2018, and establishes the framework for controlling the production, sale and possession of cannabis across Canada. On October 17, 2019, cannabis extracts, including vaping products, became legal for sale in Canada. As with vaping products containing nicotine, ~~and~~the ~~restrictions~~safety orof ~~bans~~cannabis onvaping ~~cigarette~~devices ~~vending~~(such ~~machines;~~as the batteries) is regulated under the CCPSA.

●Company’s ~~requirements~~Efforts ~~regarding~~to ~~testing,~~Mitigate ~~disclosure~~Risks ~~and~~Associated with ~~performance~~New ~~standards for tar, nicotine, carbon monoxide~~ and ~~other~~Evolving ~~smoke constituents levels;~~Regulation

●We ~~requirements~~are ~~regarding~~constantly seeking to stay in compliance with all existing and reasonably expected future regulations. Through our internal compliance team, market consultants and technicians and testing labs hopes to stay in accordance with all standards whether set forth in the New Tobacco Products Directive or the Deeming Regulations. Making sure that all e-liquid products meet and exceed the standards set forth by each market’s regulatory body is our highest concern. Staying in compliance with all marketing and packaging directives is imperative to maintaining access to the markets. Although these processes are costly and time consuming, ~~disclosure~~it is imperative for our success that these steps are taken and ~~use~~constantly ofkept up ~~tobacco~~to ~~product~~date. ~~ingredients;~~Failure to comply in a timely fashion to any particular directive or regulation could have material adverse effects on the results of business operations.

●CBD ~~increased restrictions on smoking in public and work places and, in some instances, in private places and outdoors;~~Products

●Our ~~elimination~~CBD products are subject to various state and federal laws regarding the production and sales of ~~duty~~hemp-based ~~free~~products. ~~allowances~~Section ~~for~~12619 ~~travelers~~of the Agriculture Improvement Act of 2018 (“2018 Farm Bill”) removed “hemp,” as defined in the Agricultural Marketing Act of 1946 (the “1946 Agricultural Act”), from the classification of “marijuana,” which is generally prohibited as a Schedule I drug under the Controlled Substances Act of 1970 (“CSA”). Under the 1946 Agricultural Act (as amended by the 2018 Farm Bill), the term “hemp” means “the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.” As a result of the passage of the 2018 Farm Bill, and since we believe our CBD products contain parts of the cannabis plant with a THC concentration of not more than 0.3 percent on a dry weight basis, we believe that our CBD products are not governed by the CSA and, ergo, would not be subject to prosecution thereunder because we believe our CBD products contain “hemp” within the meaning of the 1946 Agricultural Act (as amended by the 2018 Farm Bill) and do not contain any “marijuana” as prohibited under the CSA (as amended by the 2018 Farm Bill); provided, however, there is a lack of legal protection for hemp-based products that contain more than 0.3 percent THC and there is a risk that we would be subject to prosecution under the CSA in the event that its CBD products are found to contain more than 0.3 percent THC.

●Furthermore, ~~encouraging~~the ~~litigation~~1946 ~~against~~Agricultural ~~tobacco~~Act ~~companies~~(as amended by the 2018 Farm Bill) provides additional regulations regarding the production of hemp-based products and there is the risk that its CBD products may be found to be in violation of these regulations. Specifically, the 1946 Agricultural Act (as amended by the 2018 Farm Bill) contains provisions relating to the shared state-federal jurisdiction over hemp cultivation and production, whereby states and Indian tribes have been delegated the broad authority to regulate and limit the production and sale of hemp and hemp products within their borders. Under the 1946 Agricultural Act (as amended by the 2018 Farm Bill), a plan under which a State or Indian tribe monitors and regulates the production of hemp shall only be required to include “(i) a practice to maintain relevant information regarding land on which hemp is produced in the State or territory of the Indian tribe, including a legal description of the land, for a period of not less than three calendar years; (ii) a procedure for testing, using post-decarboxylation or other similarly reliable methods, delta-9 tetrahydrocannabinol concentration levels of hemp produced in the State or territory of the Indian tribe; (iii) a procedure for the effective disposal of—(I) plants, whether growing or not, that are produced in violation of this subtitle; and (II) products derived from those plants; (iv) a procedure to comply with enforcement procedures; (v) a procedure for conducting annual inspections of, at a minimum, a random sample of hemp producers to verify that hemp is not produced in violation of applicable law; (vi) a procedure for submitting the information, as applicable, to the Secretary of Agriculture (the “Secretary”) not more than 30 days after the date on which the information is received; and (vii) a certification that the State or Indian tribe has the resources and personnel to carry out the practices and procedures described in clauses (i) through (vi).” Further, a hemp producer in a State or the territory of an Indian tribe for which a State or Tribal plan is approved shall be determined to have negligently violated the State or Tribal plan, including by negligently— “(i) failing to provide a legal description of land on which the producer produces hemp; (ii) failing to obtain a license or other required authorization from the State department of agriculture or Tribal government, as applicable; or (iii) producing Cannabis sativa L. with a delta-9 THC concentration of more than 0.3 percent on a dry weight basis.” A hemp producer that negligently violates a State or Tribal plan three times in a five-year period shall be ineligible to produce hemp for a period of five years beginning on the date of the third violation. If the State department of agriculture or Tribal government in a State or the territory of an Indian tribe for which a State or Tribal plan, as applicable, determines that a hemp producer in the State or territory has violated the State or Tribal plan with a culpable mental state greater than negligence— “(i) the State department of agriculture or Tribal government, as applicable, shall immediately report the hemp producer to —(I) the Attorney General; and (II) the chief law enforcement officer of the State or Indian tribe, as applicable.” In the case of a State or Indian tribe for which a State or Tribal plan is not approved, the production of hemp in that State or the territory of that Indian tribe shall be subject to a plan established by the Secretary to monitor and regulate that production. A plan established by the Secretary under shall include— “(A) a practice to maintain relevant information regarding land on which hemp is produced in the State or territory of the Indian tribe, including a legal description of the land, for a period of not less than three calendar years; (B) a procedure for testing, using post-decarboxylation or other similarly reliable methods, delta-9 tetrahydrocannabinol concentration levels of hemp produced in the State or territory of the Indian tribe; (C) a procedure for the effective disposal of—(i) plants, whether growing or not, that are produced in violation of applicable law; and (ii) products derived from those plants; (D) a procedure to comply with the enforcement procedures; (E) a procedure for conducting annual inspections of, at a minimum, a random sample of hemp producers to verify that hemp is not produced in violation of this subtitle; and (F) such other practices or procedures as the Secretary considers to be appropriate. The Secretary shall also establish a procedure to issue licenses to hemp producers. In the case of a State or Indian tribe for which a State or Tribal plan is not approved under applicable law, it shall be unlawful to produce hemp in that State or the territory of that Indian tribe without a license issued by the Secretary. A violation of a plan established by the Secretary shall be subject to enforcement and the Secretary shall report the production of hemp without a license issued by the Secretary to the Attorney General. In the event that our CBD products are found to be in violation of these regulations, we may become subject to enforcement action as provided for in the 1946 Agricultural Act (as amended by the 2018 Farm Bill) and may become subject to prosecution thereunder.

If e-liquid, e-cigarettes or other vaping products are subject to one or more significant regulatory initiatives enacted under the FCTC, the Company’s business, results of operations and financial condition could be materially and adversely affected.12

12Corporate History

~~Canada~~We were 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 (our “General Partner”).

~~E-cigarettes~~Under ~~with~~our orLimited ~~without~~Partnership ~~nicotine~~Agreement, ~~are~~as ~~legal~~amended in(the ~~Canada.~~“partnership ~~In May 2018~~agreement”), ~~Bill~~we ~~S-5:~~are Anauthorized ~~Act~~ to ~~amend~~issue ~~the~~an ~~Tobacco~~unlimited ~~Act~~number ~~and~~of ~~Non-smokers’~~partnership ~~Health~~interests ~~Act~~for ~~received~~the ~~Royal~~consideration and ~~Assent~~on ~~established a~~the ~~new~~terms ~~legislative~~and ~~framework~~conditions todetermined ~~regulate~~by ~~the~~our ~~manufacturing,~~General ~~sale~~Partner, ~~labelling~~without ~~and~~the ~~promotions~~approval of ~~vaping~~the ~~products~~unitholders. inWe ~~Canada.~~may ~~Sales~~also ofissue ~~vaping~~additional ~~products~~partnership ~~containing~~interests ~~nicotine~~that, ~~are~~as ~~permitted~~determined toby ~~adults~~our 18General ~~years~~Partner, ofmay ~~age~~have ~~and~~rights ~~older.~~to ~~Vaping~~distributions ~~products~~or ~~containing~~special ~~cannabis~~voting ~~are~~rights ~~regulated~~to ~~under~~ which the common ~~Cannabis~~units ~~Act~~are ~~and~~not ~~its regulations~~entitled. The ~~Cannabis~~common ~~Act~~unitholders ~~became~~do ~~law~~not onhave ~~October~~preemptive ~~17,~~rights ~~2018,~~under ~~and~~the ~~establishes~~partnership ~~the~~agreement ~~framework~~to ~~for~~acquire ~~controlling~~additional ~~the~~common ~~production,~~units ~~sale~~or ~~and~~other ~~possession~~partnership ofinterests. ~~cannabis~~As ~~across~~of ~~Canada.~~the Ondate ~~October 17~~hereof, ~~2019~~91,746,806 ~~cannabis~~common ~~extracts~~units, ~~including~~no ~~vaping~~par ~~products,~~value ~~became legal~~per ~~for~~unit, ~~sale~~are inissued ~~Canada.~~and Asoutstanding and ~~with~~no ~~vaping~~Class ~~products~~A ~~containing~~preferred ~~nicotine~~units, ~~the~~no ~~safety~~par ofvalue ~~cannabis~~per ~~vaping~~unit, ~~devices~~are ~~(such~~issued asand ~~the batteries) is regulated under the CCPSA~~outstanding.

~~Company’s~~Since ~~Efforts~~our inception, we have generated nominal revenues through the sale of software items related to ~~Mitigate~~the ~~Risks~~job search industry and in 2009, management actively explored opportunities ~~Associated~~to manage private capital. Specifically, we had plans to sponsor and manage limited partnerships organized for the purpose of exploring opportunities to acquire securities in secondary transactions of venture backed businesses and dispensing capital to seed stage venture capital opportunities. As a result of our new business direction and in an effort to establish operations in the venture capital and private equity industry, we have reorganized the business and restructured as a public limited partnership. In 2013, management identified an opportunity to acquire a portfolio of electronic cigarette and personal vaporizers patents. In connection with ~~New~~this transaction our business objectives pivoted and ~~Evolving~~we ~~Regulation~~are now focusing our efforts on the electronic cigarette and personal vaporizer industry and is pursuing plans to commercialize and monetize its portfolio of electronic cigarette and personal vaporizer patents. Prior to our decision to design, develop and market electronic cigarette e-liquids sold under the Helium brand in March 2016, we had designed, developed and marketed electronic cigarettes sold under the RED brand.

~~The~~On ~~Company~~December is27, ~~constantly~~2013, ~~seeking~~we toentered ~~stay~~into ina patent ~~compliance~~acquisition ~~with~~agreement ~~all~~(the ~~existing~~“Purchase ~~and~~Agreement”) ~~reasonably~~Guocheng ~~expected~~“Greg” ~~future regulations. The Company~~Pan, ~~through~~pursuant ~~its~~to ~~internal~~which ~~compliance~~we ~~team,~~agreed ~~market~~to ~~consultants~~purchase ~~and~~certain ~~technicians~~electronic cigarette and ~~testing~~personal ~~labs~~vaporizer ~~hopes~~patents toowned ~~stay~~and ininvented ~~accordance~~by ~~with~~Mr. ~~all~~Pan ~~standards whether set forth in~~ (the ~~New~~“Purchased ~~Tobacco~~Assets”). ~~Products Directive~~Under or the ~~Deeming~~terms ~~Regulations.~~of ~~Making~~the ~~sure~~Purchase ~~that~~Agreement ~~all~~and ~~e-liquid~~in ~~products~~consideration ~~meet~~for ~~and exceed~~ the ~~standards~~acquisition ~~set forth by each market’s regulatory body is~~ of the ~~highest~~Purchased ~~concern~~Assets, ~~for~~we ~~the~~issued ~~Company~~to Mr. ~~Staying~~Pan ~~in compliance with all marketing~~ (and ~~packaging~~certain of ~~directives~~his isdesignees) ~~imperative~~10,501,700 tocommon ~~maintaining access~~units torepresenting ~~the~~limited ~~markets.~~partnership ~~Although~~units ~~these~~and ~~processes~~a ~~are~~warrant ~~costly~~to ~~and~~purchase ~~time consuming~~2,000,000 itcommon isunits ~~imperative for the Company’s success that~~representing ~~these~~limited ~~steps~~partnership ~~are~~units. ~~taken~~The ~~and~~warrants ~~constantly~~entitle ~~kept~~Mr. upPan to(or ~~date.~~his ~~Failure~~designees) to ~~comply~~purchase incommon aunits ~~timely~~at ~~fashion~~$0.15 toper ~~any~~common ~~particular~~unit ~~directive~~with oran ~~regulation~~expiration ~~could~~date ~~have~~10 ~~material~~years ~~adverse~~from ~~effects on~~ the ~~results~~effective date of ~~business~~the ~~operations~~Purchase Agreement.

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

~~The~~On ~~Company’s~~May ~~CBD~~29, ~~products~~2015, ~~are~~we ~~subject to~~entered ~~various~~into ~~state~~a ~~and~~Share ~~federal laws regarding the production and sales of hemp-based products. Section 12619 of the Agriculture Improvement~~Purchase ~~Act~~Agreement ofwith ~~2018~~Kevin Frija (“~~2018 Farm~~Frija ~~Bill”)~~Share ~~removed~~Purchase ~~“hemp,~~Agreement”) asfor ~~defined~~a inprivate ~~the~~placement ~~Agricultural Marketing Act of 1946~~ (~~the~~ “~~1946~~Private ~~Agricultural Act~~Placement”), ~~from the classification~~ of ~~“marijuana,” which is generally prohibited as~~ aup ~~Schedule~~to I50,000,000 ~~drug~~common ~~under~~units ~~the~~representing ~~Controlled~~limited ~~Substances~~partnership ~~Act~~interests. ofThe ~~1970~~Private ~~(“CSA”).~~Placement ~~Under~~was ~~the~~expected ~~1946~~to ~~Agricultural~~occur ~~Act~~in ~~(as~~multiple ~~amended~~tranches. byFor the ~~2018 Farm~~first ~~Bill)~~tranche, ~~the~~on ~~term~~June ~~“hemp” means “the plant Cannabis sativa L. and any part of that plant~~4, ~~including the seeds thereof and all derivatives~~2015, ~~extracts,~~we ~~cannabinoids,~~issued ~~isomers~~10, ~~acids~~000,000 ~~salts,~~common ~~and~~units ~~salts~~to ofMr. ~~isomers,~~Frija ~~whether~~at ~~growing or not, with~~ a ~~delta-9~~purchase ~~tetrahydrocannabinol~~price ~~concentration~~ of ~~not more than~~ $0.301 ~~percent~~per onunit, aresulting in ~~dry~~gross ~~weight~~proceeds ~~basis.” As a result~~ of ~~the~~$100,000. ~~passage~~In ~~of the~~subsequent ~~2018 Farm Bill~~tranches, ~~and~~Mr. ~~since~~Frija had the ~~Company~~right ~~believes~~to ~~its~~buy ~~CBD~~an ~~products~~additional ~~contain~~40,000,000 ~~parts~~common ofunits ~~the~~at ~~cannabis plant with~~ a ~~THC concentration~~purchase price of ~~not more than~~ $0.301 ~~percent~~per onunit. aWe ~~dry~~expected ~~weight~~to ~~basis,~~receive ~~the~~gross ~~Company~~proceeds ~~believes~~of ~~that its CBD products are not governed by the CSA and~~$400,000 ~~ergo, would~~in ~~not be subject to prosecution thereunder because~~ the ~~Company~~aggregate ~~believes~~upon ~~its CBD products contain “hemp” within~~ the ~~meaning~~ closing of the ~~1946~~subsequent ~~Agricultural Act (as amended by the 2018 Farm Bill) and do not contain any “marijuana” as prohibited under~~tranches ~~the~~of ~~CSA (as amended by~~ the ~~2018 Farm~~Private ~~Bill); provided, however, there is a lack of legal protection for hemp-based products that contain more than 0~~Placement.3 ~~percent~~No ~~THC~~placement ~~and~~agent ~~there~~has isparticipated ~~a risk that the Company would be subject to prosecution under the CSA~~ in the ~~event~~Private ~~that its CBD products are found to contain more than 0~~Placement.~~3 percent THC.~~

13In connection with the Share Purchase Agreement, we named Mr. Frija Chief Executive Officer and Chairman of the Board of Directors and as a manager of our General Partner. Contemporaneous with Mr. Frija’s appointments, the then current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors and as a manager of the General Partner and Mr. Jon Pan continues to serve as our consultant . In consideration and as severance, for Jon Pan’s resignation as chief executive officer, we and the General Partner have entered into that certain Share Purchase Agreement with Jon Pan wherein we agreed to grant Jon Pan the right to purchase 10,000,000 common units at a price of $0.01 per unit.

~~Furthermore,~~On ~~the~~September 1946 Agricultural Act (as amended by the 2018 Farm Bill) provides additional regulations regarding the production of hemp-based products and there is the risk that its CBD products may be found to be in violation of these regulations. Specifically2, ~~the 1946 Agricultural Act (as amended by the 2018 Farm Bill) contains provisions relating to the shared state-federal jurisdiction over hemp cultivation and production~~2015, ~~whereby~~in ~~states~~accordance ~~and Indian~~with ~~tribes have been delegated the broad~~ authority granted to ~~regulate and limit~~ the ~~production~~General ~~and~~Partner ~~sale of hemp and hemp products within their borders. Under the 1946 Agricultural Act (as amended by the 2018 Farm Bill), a plan~~ under ~~which a State or Indian tribe monitors and regulates~~ the ~~production~~partnership ~~of hemp shall only be required to include “(i) a practice to maintain relevant information regarding land on which hemp is produced in the State or territory of the Indian tribe~~agreement, ~~including a legal description of~~ the ~~land,~~General ~~for~~Partner achanged ~~period of~~our ~~not~~name ~~less than three calendar years;~~ (~~ii)~~“Name a procedure for testing, using post-decarboxylation or other similarly reliable methods, delta-9 tetrahydrocannabinol concentration levels of hemp produced in the State or territory of the Indian tribe; (iiiChange”) ~~a procedure for~~from ~~the~~Soleil ~~effective~~Capital ~~disposal~~L.P. ~~of—(I) plants, whether growing or not, that are produced in violation of this subtitle; and (II) products derived from those plants; (iv) a procedure~~ to ~~comply~~VPR ~~with enforcement procedures; (v) a procedure for conducting annual inspections of~~Brands, atLP aby ~~minimum,~~filing aan ~~random~~amendment ~~sample of hemp producers~~ to ~~verify~~our ~~that~~Certificate ~~hemp is not produced in violation~~ of ~~applicable~~Limited ~~law;~~Partnership ~~(vi)~~with ~~a procedure for submitting~~ the ~~information,~~Delaware ~~as applicable, to the~~ Secretary of ~~Agriculture (the “Secretary”) not more than 30~~ ~~days after the date on which the information is received; and (vii) a certification that the~~ State ~~or Indian tribe has the resources and personnel to carry out the practices and procedures described in clauses (i) through (vi)~~.” ~~Further~~Accordingly, aon ~~hemp~~September ~~producer~~10, in2015, ~~a State or~~ the ~~territory~~General ofPartner analso ~~Indian~~amended ~~tribe for which a State or Tribal plan is approved shall be determined to have negligently violated~~ the ~~State~~ orpartnership ~~Tribal~~agreement ~~plan, including by negligently— “(i) failing~~ to ~~provide~~reflect ~~a legal description of land on which~~ the ~~producer produces~~Name ~~hemp;~~Change ~~(ii) failing to obtain a license or other required authorization~~ from ~~the State department of agriculture or Tribal government,~~ asSoleil ~~applicable;~~Capital ~~or (iii) producing Cannabis sativa~~ L. ~~with a delta-9 THC concentration of more than 0~~P.3 ~~percent on a dry weight basis.” A hemp producer that negligently violates a State or Tribal plan 3 times in a 5-year period shall be ineligible~~ to ~~produce~~VPR hemp for a period of 5 years beginning on the date of the third violation. If the State department of agriculture or Tribal government in a State or the territory of an Indian tribe for which a State or Tribal planBrands, as applicable, determines that a hemp producer in the State or territory has violated the State or Tribal plan with a culpable mental state greater than negligence— “(i) the State department of agriculture or Tribal government, as applicable, shall immediately report the hemp producer to —(I) the Attorney General; and (II) the chief law enforcement officer of the State or Indian tribe, as applicableLP.” InOn ~~the~~September ~~case of a State or Indian tribe for which a State or Tribal plan is not approved~~17, the production of hemp in that State or the territory of that Indian tribe shall be subject to a plan established by the Secretary to monitor and regulate that production. A plan established by the Secretary under shall include— “(A) a practice to maintain relevant information regarding land on which hemp is produced in the State or territory of the Indian tribe2015, ~~including a legal description of~~ the ~~land,~~Financial ~~for~~Industry aRegulatory ~~period~~Authority ~~of not less than 3 calendar years;~~ (BFINRA) a procedure for testing, using post-decarboxylation or other similarly reliable methods, delta-9 tetrahydrocannabinol concentration levels of hemp produced in the State or territory of the Indian tribe; (C) a procedure for the effective disposal of—(i) plants, whether growing or not, that are produced in violation of applicable law; and (ii) products derived from those plants; (D) a procedure to comply with the enforcement procedures; (E) a procedure for conducting annual inspections of, at a minimum, a random sample of hemp producers to verify that hemp is not produced in violation of this subtitle; and (F) such other practices or procedures as the Secretary considers to be appropriate. The Secretary shall also establish a procedure to issue licenses to hemp producers. In the case of a State or Indian tribe for which a State or Tribal plan is not approved ~~under applicable law, it shall be unlawful to produce hemp in that State or~~ the ~~territory~~Name ~~of that Indian tribe without~~Change ~~a license issued by the Secretary. A violation of a plan established by the Secretary shall be subject to enforcement~~ and ~~the~~our ~~Secretary shall~~new ~~report~~trading ~~the~~symbol ~~production of hemp without a license issued by the Secretary to the Attorney General~~VPRB. In the event that the Company’s CBD products are found to be in violation of these regulations, the Company may become subject to enforcement action as provided for in the 1946 Agricultural Act (as amended by the 2018 Farm Bill) and may become subject to prosecution thereunder.

~~Termination~~We, Soleil Capital Management LLC and Greg Pan entered into a Termination of ~~DiamondRock~~Share ~~Agreements~~Purchase Agreement on August 18, 2015, which terminated the Share Purchase Agreement, dated June 1, 2015, among the Company, Soleil Capital Management LLC and Greg Pan.

On February 19, 2020 (the “Execution Date”), the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with DiamondRock, LLC (the “Investor”) pursuant to which, upon the terms and subject to the conditions thereof, the Investor committed to purchase shares of the Company’s common units (the “Put Shares”) at an aggregate purchase price of up to $5,000,000 (the “Maximum Commitment Amount”) over the course of the commitment period.13

On ~~the~~December ~~Execution~~9, ~~Date~~2015, ~~the~~Mr. ~~Company~~sold ~~also~~an ~~entered~~aggregate of ~~into~~9,000,000 aof ~~registration~~his ~~rights~~common ~~agreement~~units ~~(the~~at ~~“Registration~~a ~~Rights~~sale ~~Agreement”)~~price ~~with~~of ~~the~~$0.01 ~~Investor~~per ~~pursuant~~unit to(for ~~which~~an ~~the~~aggregate ~~Company is~~of ~~obligated~~$90,000) to ~~file~~Jacob ~~the~~Levy ~~Registration~~(1,000,000 ~~Statement~~units), ~~to register the resale of the Put Shares. The Equity Purchase Agreement and the Registration~~Nissim ~~Rights~~Levy ~~Agreement~~(1,000,000 ~~have~~units), ~~terminated~~Sara ~~pursuant~~Morad to(1,000,000 ~~their~~units), ~~terms~~Yaron ~~and~~Edery ~~neither~~(1,000,000 ~~party~~units), ~~has~~Barry ~~any~~Rub ~~outstanding~~(2,000,000 ~~obligations~~units), ~~pursuant~~Hannah toFrija ~~the Equity Purchase~~(2,000,000 ~~Agreement~~units), and~~/or~~ ~~the~~Ralph ~~Registration~~Frija ~~Rights~~(1,000,000 ~~Agreement~~units).

14On March 28, 2016, Mr. Frija exercised a right to buy 15,000,000 common units at a purchase price of $0.01 per unit, resulting in 15,000,000 common units issued to Mr. Frija in exchange for gross proceeds of $150,000, pursuant to the terms of the Frija Share Purchase Agreement, leaving a balance of 25,000,000 common units to purchase at $0.01 per unit under the right to buy under the Frija Share Purchase Agreement.

~~Corporate~~On ~~History~~May 23, 2016 ($20,000) and May 31, 2016 ($20,000) and June 16, 2016 ($10,000), pursuant to the terms of the Frija Share Purchase Agreement, Mr. Frija exercised a right to buy 5,000,000 common units at a purchase price of $0.01 per unit, resulting in 5,000,000 common units issued to Mr. Frija in exchange for total gross proceeds of $50,000, leaving a balance of 20,000,000 common units to purchase at $0.01 per unit (an aggregate purchase price of $200,000) under the right to buy under the Frija Share Purchase Agreement.

WeAsset ~~were~~Purchase ~~incorporated~~Agreement ~~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 aVapor ~~Delaware corporation and became Jobsinsite, Inc~~Corp. 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.

~~Under~~On ~~our~~July ~~partnership~~29, ~~agreement~~2016, we ~~are~~entered ~~authorized to~~into ~~issue~~ an ~~unlimited~~Asset ~~number~~Purchase Agreement ~~of partnership interests for~~ (the ~~consideration~~“Purchase ~~and~~Agreement”) onbetween ~~the~~Vapor ~~terms~~ and ~~conditions~~Mr. ~~determined~~Frija by(the ~~Soleil~~former ~~Capital Management~~Chief ~~LLC,~~Executive ~~our~~Officer ~~General Partner, without the approval~~ of ~~the unitholders. We may also issue additional partnership interests that~~Vapor), as ~~determined~~pursuant ~~by its General Partner, may have rights~~ to ~~distributions or special voting rights to~~ which ~~the~~Vapor ~~Common~~sold ~~Units~~Vapor’s ~~are~~wholesale ~~not~~operations ~~entitled. The~~and ~~Common~~inventory ~~Unitholders~~related dothereto ~~not~~(collectively, ~~have~~“Assets”) ~~preemptive rights under the partnership agreement~~ to ~~acquire~~us. ~~additional~~The ~~Common Units or other partnership~~Vapor ~~interests.~~acquisition Asand of the ~~date~~line ~~hereof,~~of ~~88,804,035~~business ~~common~~was ~~units,~~accounted nofor ~~par~~using ~~value~~the ~~per~~purchase ~~unit, are issued and outstanding and no Class A preferred units, no par value per unit, are issued and outstanding~~method.

~~Since~~February ~~our~~2019 inception, the Company has generated nominal revenues through the sale of software items related to the job search industry and in 2009, management actively explored opportunities to manage private capital. Specifically, the Company had plans to sponsor and manage limited partnerships organized for the purpose of exploring opportunities to acquire securities in secondary transactions of venture backed businesses and dispensing capital to seed stage venture capital opportunities. As a result of the Company’s new business direction and in an effort to establish operations in the venture capital and private equity industry, the Company has reorganized the business and restructured the Company as a public limited partnership. In 2013, management identified an opportunity to acquire a portfolio of electronic cigarette and personal vaporizers patents. In connection with this transaction the Company’s business objectives pivoted and the Company is now focusing its efforts on the electronic cigarette and personal vaporizer industry and is pursuing plans to commercialize and monetize its portfolio of electronic cigarette and personal vaporizer patents. Prior to the Company’s decision to design, develop and market electronic cigarette e-liquids sold under the Helium brand in March 2016, the Company had designed, developed and marketed electronic cigarettes sold under the RED brand.Notes

OnIn ~~December~~February 272019, ~~2013,~~we ~~the~~issued ~~Company~~five ~~entered~~similar ~~into~~senior convertible promissory notes, each having a ~~patent~~principal ~~acquisition~~amount ~~agreement~~of $200,000 to each of (i) Brikor LLC (the “~~Purchase~~Brikor ~~Agreement~~Note”),; by(ii) Mike Daiagi and ~~among~~Mathew Daiagi jointly (the ~~Company~~“Daiagi and ~~Guocheng~~Daiagi ~~“Greg~~Note”); ~~Pan, pursuant~~(iii) toAmber ~~which~~Investments LLC (the ~~Company~~“Amber ~~agreed~~Investments Note”); to(iv) ~~purchase~~K ~~certain~~& ~~electronic~~S ~~cigarette~~Pride ~~and~~Inc. ~~personal~~(the ~~vaporizer~~“K ~~patents~~& ~~owned~~S Pride Note”); and ~~invented~~(v) bySurplus MrDepot Inc. ~~Pan~~ (the “~~Purchased~~Surplus ~~Assets~~Depot Note”). ~~Under~~and ~~the~~collectively ~~terms~~with of the ~~Purchase~~Brikor ~~Agreement~~Note, Daiagi and inDaiagi ~~consideration~~Note, ~~for~~Amber ~~the~~Investments ~~acquisition~~Note, ofK ~~the~~& ~~Purchased~~S Pride Note and Surplus Depot ~~Assets~~Note, the ~~Company~~“February ~~issued~~2019 ~~to Mr~~Notes”). ~~Pan~~The ~~(and~~principal ~~certain~~amount ofdue ~~his~~under ~~designees)~~the ~~10,501,700~~February ~~common~~2019 ~~units~~Notes ~~representing~~bear ~~limited~~interest ~~partnership~~at ~~units~~the rate of 18% ~~the~~per ~~Company~~annum. The principal amount and aaccrued ~~warrant~~but tounpaid ~~purchase~~interest ~~2,000,000~~(to ~~common~~the ~~units~~extent ~~representing~~not ~~limited~~converted ~~partnership~~in ~~units~~accordance ofwith the ~~Company.~~terms ~~The~~of ~~warrants~~each ~~entitle~~of the ~~Mr.~~February ~~Pan~~2019 ~~(or~~Notes) ~~his~~are ~~designees)~~due toand ~~purchase~~payable ~~common~~on ~~units~~the third anniversary of the ~~Company~~issue ~~at $0~~date.15 ~~per~~The ~~common~~February ~~unit~~2019 ~~with~~Notes anand ~~expiration~~the ~~date~~amounts ~~ten~~payable ~~years~~thereunder are ~~from~~unsecured ~~the effective~~obligations ~~date~~and are senior in right of payment and otherwise to all indebtedness, as provided in the ~~Purchase~~February ~~Agreement~~2019 Notes, and each of them.

15At any time after the first anniversary of the issue date, the holders may require us, upon at least 30 business days’ written notice, to redeem all or any portion of the February 2019 Notes, and each of them. The portion of the February 2019 Notes subject to redemption will be redeemed in cash.

The ~~patents~~February ~~were~~2019 ~~originally~~Notes ~~valued~~are ~~based~~convertible oninto ~~number~~common of units. ~~issued,~~Pursuant ~~warrants~~to ~~issued,~~the ~~valuation~~terms of the ~~traded~~February ~~stock~~2019 atNotes, the ~~time~~holders have the right, at their option, to convert any portion of ~~issuance~~the outstanding and ~~similar~~unpaid ~~patents~~Conversion ~~sold~~Amount ~~during~~(as ~~the~~hereinafter ~~year.~~defined) ~~Based on~~into ~~these~~common ~~assumptions,~~units ~~the~~in ~~Company~~accordance ~~has~~with ~~valued~~the provisions of the ~~assets~~February ~~purchased~~2019 Notes at the ~~approximately~~Conversion $5Rate (as hereinafter defined).5 ~~million~~The atnumber ~~the~~of ~~time~~common units issuable upon conversion of ~~purchase.~~any ~~During~~Conversion ~~the~~Amount ~~year~~will be determined ~~ended~~by ~~December~~dividing ~~31,~~(x) ~~2014,~~such ~~the~~Conversion ~~Company~~Amount ~~determined~~by ~~due~~(y) $0.10 (subject to ~~lack~~adjustment ofas ~~sales~~set ~~and~~forth ~~projected~~in ~~sales~~the ~~and~~February ~~completion~~2019 inNotes) (such result, the “Conversion ~~industry~~Rate”). “Conversion Amount” means the ~~value~~sum of (A) the ~~patent~~portion ~~should~~of the principal balance of the February 2019 Notes to be ~~significantly~~converted ~~reduced.~~with Asrespect ato ~~result~~which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the ~~Company~~Default ~~has~~Balance ~~written~~(other ~~off~~than any amount thereof within the ~~entire~~purview ~~patent~~of foregoing clauses (A) or (B)), if any.

~~In April 2015, the Company issued 25,000 of the Company’s common units to Gordon Hung in exchange for services for the Company valued at $12,500.~~14

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

InFrom ~~connection~~time ~~with~~to ~~the~~time ~~Share~~we ~~Purchase~~have ~~Agreement, the~~received ~~Company~~funds ~~named~~ from Mr. Frija, ~~chief~~our ~~executive~~Chief ~~officer~~Executive ~~and~~Officer, ~~chairman~~President, ofprincipal ~~the~~financial ~~board~~officer, ofprincipal ~~directors~~accounting ofofficer, ~~the~~Chairman ~~Company and as a manager~~ of the ~~Company’s~~Board, and ~~general~~significant ~~partner~~unitholder, ~~Soleil~~in ~~Capital~~exchange ~~Management~~for ~~LLC~~promissory notes (the “~~General~~Frija ~~Partner~~Notes”). ~~Contemporaneous~~All ~~with~~of ~~Mr.~~the Frija’s ~~appointment as~~Notes ~~chief~~were ~~executive~~unsecured, ~~officer~~bore an ~~and~~interest ~~chairman~~rate of ~~the~~24% ~~board~~per ~~of Directors~~annum, ~~the~~were ~~Company’s~~due ~~current~~on ~~chief~~the ~~executive~~one ~~officer~~year ~~and~~anniversary ~~chairman~~ of the ~~board~~date of ~~directors,~~the ~~Messrs.~~respective ~~Jon~~Frija ~~Pan~~Note, and ~~Greg~~permitted ~~Pan, respectively, have resigned from their respective positions. Notwithstanding,~~ Mr. ~~Greg~~ ~~Pan continues~~ Frija to ~~serve~~deduct asone aACH ~~member~~payment offrom ~~the~~our ~~board~~bank ofaccount ~~directors~~in of the ~~Company~~amount ~~and as a manager~~ of ~~the~~$500 ~~General~~per ~~Partner~~business ~~and~~day ~~Mr.~~until ~~Jon Pan continues to serve as a consultant to~~ the ~~Company.~~principal Inamount ~~consideration~~due and asaccrued ~~severance,~~interest was ~~for~~repaid ~~Jon~~on ~~Pan’s~~each ~~resignation~~of ~~as chief executive officer,~~ the ~~Company~~Frija ~~and~~Notes. ~~the~~Information ~~General~~regarding ~~Partner have entered into that~~ certain ~~Share Purchase Agreement with Jon Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000~~ of the ~~Company’s~~Frija ~~Common~~Notes ~~Units,~~is atincluded ~~a price of $0~~below.~~01 per unit.~~

InOn ~~August~~February ~~2015~~25, ~~the~~2021, ~~Company~~we ~~issued~~received 1$75,~~980,~~000 pursuant ofto a promissory note in the ~~Company’s~~principal ~~common~~amount ~~unit~~of to$100,001 ~~the~~issued ~~former~~in ~~CEO~~May 2021, ~~Jon~~to ~~Pan~~Mr. inFrija ~~exchange~~(“April ~~for~~2021 ~~repayment~~Frija ofNote”) ~~funds~~An ~~advanced~~additional amount of $85,000 ~~and~~was ~~future~~received ~~consulting services~~in ~~totaling~~January ~~$11,800~~2021. The ~~Company~~balance ~~will~~of ~~amortize~~the April 2021 Frija Note ($43,550) was repaid during the ~~prepaid~~year ~~expenses~~ended ~~over~~December 31, 2023. Accordingly, the ~~next~~balance 15of ~~months~~the ~~starting~~April ~~October~~2021 1Frija Note as of December 31, ~~2015~~2024 and 2023 was $0.

OnFrom ~~September~~May 2,to ~~2015~~June 2021, inwe ~~accordance~~received ~~with~~$100,001 ~~authority~~pursuant ~~granted~~ to ~~the~~a ~~General~~promissory ~~Partner~~note ~~under~~in the ~~Company’s~~principal ~~Limited~~amount ~~Partnership~~of ~~Agreement~~$100,001 ~~the~~issued ~~General~~in ~~Partner~~June ~~changed~~2021, ~~the~~to ~~Company’s name~~Mr. Frija (“~~Name~~June ~~Change~~2021 Frija Note”) ~~from~~The ~~Soleil Capital L.P. to VPR Brands, LP by filing an amendment to the Company’s Certificate~~balance of ~~Limited Partnership with~~ the ~~Delaware~~June ~~Secretary~~2021 ofFrija ~~State.~~Note ~~Accordingly~~($68,760) onwas ~~September~~repaid ~~10,~~during ~~2015,~~ the ~~Company’s~~year ~~General~~ended ~~Partner also~~December ~~amended~~31, ~~the Company’s Limited Partnership Agreement to reflect the Name Change from Soleil Capital L~~2023.P. ~~to VPR Brands~~Accordingly, ~~LP. On~~the ~~September~~balance ~~17,~~of ~~2015,~~ the ~~Financial~~April ~~Industry~~June ~~Regulatory~~2021 Frija ~~Authority~~Note ~~(FINRA)~~as ~~approved~~of ~~the~~December ~~Name~~31, ~~Change~~2024 and ~~the~~2023 ~~Company’s~~was ~~new trading symbol VPRB~~$0.

~~The~~From ~~Company,~~June ~~Soleil~~to ~~Capital~~September ~~Management~~2021, ~~LLC~~we ~~and~~received $100,001 ~~Greg~~pursuant ~~Pan~~to ~~entered into~~ a ~~Termination~~promissory ofnote ~~Share~~in ~~Purchase~~the ~~Agreement~~principal onamount ~~August~~of 18$100,001 ~~2015~~issued in September 2021, ~~which~~to ~~terminated~~Mr. Frija (“September 2021 Frija Note”). The balance of the ~~Share~~September ~~Purchase~~2021 ~~Agreement~~Frija Note ($87,099) ~~dated June~~was 1repaid during the year ended December 31, ~~2015~~2023. Accordingly, the ~~among~~balance of the ~~Company,~~September ~~Soleil~~2021 ~~Capital~~Frija ~~Management~~Note ~~LLC~~as of December 31, 2024 and ~~Greg~~2023 ~~Pan~~was $0.

16In September and November 2021, we received $100,001 pursuant to a promissory note in the principal amount of $100,001 (the “November 2021 Frija Note”) to Mr. Frija. The balance of the November 2021 Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the November 2021 Frija Note as of December 31, 2024 and 2023 was $0.

OnIn ~~December~~November 92021, ~~2015~~we received $100,001 ~~Kevin~~pursuant to ~~Frija~~a ~~sold~~promissory annote ~~aggregate of~~in ~~9,000,000~~the principal amount of ~~his~~$100,001 ~~Common~~(the ~~Units~~“November at2021 a2nd ~~sale~~Frija ~~price~~Note”) ofto $0Mr.01 ~~per~~Frija. ~~unit~~The ~~(for~~balance anof the ~~aggregate~~November of2021 2nd Frija Note ($90100,~~000~~001) towas ~~Jacob~~repaid ~~Levy~~during ~~(1,000,000~~the ~~units),~~year ~~Nissim Levy~~ended ~~(1,000,000~~December ~~units)~~31, ~~Sara~~2023. ~~Morad (1~~Accordingly,~~000,000~~ ~~units),~~the ~~Yaron~~balance ~~Edery~~of ~~(1,000,000~~the ~~units),~~November 2021 ~~Barry~~2nd ~~Rub~~Frija ~~(2,000,000~~Note ~~units),~~as ~~Hannah~~of ~~Frija~~December (231,~~000,000 units),~~ 2024 and ~~Ralph~~2023 ~~Frija~~was ~~(1,000,000 units)~~$0.

On ~~March~~December 288, ~~2016~~2021, ~~Mr.~~we ~~Frija~~issued ~~exercised~~ a ~~right~~promissory note toin ~~buy~~the ~~15,000,000~~principal ~~Common~~amount ~~Units at a purchase price~~ of $~~0.01 per unit~~100,001 ~~resulting~~(the in“December ~~15,000,000~~2021 ~~Common~~Note”) ~~Units issued~~ to Mr. Frija. inThe ~~exchange for~~balance ~~gross proceeds~~ of ~~$150,000 to~~ the ~~Company,~~December ~~pursuant~~2021 toNote ~~the~~($100,001) was ~~terms~~repaid ofduring the ~~Frija~~year ~~Share~~ended ~~Purchase~~December ~~Agreement~~31, ~~leaving~~2023. aAccordingly, the balance of ~~25,000,000 Common~~the ~~Units~~December to2021 ~~purchase~~Note atas ~~$0.01~~of ~~per~~December ~~unit~~31, ~~under~~2024 ~~the~~and ~~right~~2023 was ~~to buy under the Frija Share Purchase Agreement~~$0.

OnIn ~~April~~December 292021, ~~2016,~~we ~~the~~received ~~Company~~$60,000 ~~issued~~and anin ~~aggregate~~January of2022 ~~720~~received $40,~~000~~001 ~~common~~of ~~units,~~advances ~~valued~~pursuant atto ~~$0.02~~a ~~per~~promissory ~~common~~note ~~unit~~in ~~(for~~the anprincipal ~~aggregate~~amount of $14100,~~400),~~001 to(the ~~four~~“January ~~consultants~~2022 asFrija ~~total~~Note”) to ~~compensation~~Mr. ~~paid-in-advance for~~Frija. ~~services~~The ~~related~~balance toof ~~product~~the ~~development,~~January ~~creative~~2022 ~~direction~~Frija ~~and~~Note ~~sales~~($100,001) ~~and~~was ~~marketing~~repaid toduring bethe ~~provided~~year ~~under~~ended ~~their~~December ~~respective~~31, ~~consulting~~2023. Accordingly, the ~~agreements~~balance ~~with~~of the ~~Company~~January 2022 Frija Note as of December 31, 2024 and 2023 was $0.

OnIn ~~May~~January 232022, ~~2016~~the ~~($20,000)~~Company ~~and~~received ~~May 31, 2016 (~~$20100,~~000)~~001 ~~and June 16, 2016 ($10,000),~~ pursuant to ~~the terms of the Frija Share Purchase Agreement, Mr. Frija exercised~~ a ~~right~~promissory tonote ~~buy~~in ~~5,000,000 Common~~the ~~Units~~principal atamount ~~a purchase price~~ of $~~0.01 per unit~~100,001 ~~resulting~~(the in“January ~~5,000,000~~2022B ~~Common~~Frija ~~Units~~Note”) ~~issued~~ to Mr. Frija. inThe ~~exchange for total gross~~balance ~~proceeds~~ of ~~$50,000 to~~ the ~~Company,~~January ~~leaving~~2022B aFrija ~~balance~~Note ~~of 20~~($100,~~000,000~~001) ~~Common~~was ~~Units~~repaid toduring ~~purchase~~the atyear ~~$0.01~~ended ~~per~~December ~~unit~~31, ~~(an~~2023. ~~aggregate~~Accordingly, ~~purchase price~~the balance of ~~$200,000)~~the ~~under~~January 2022B ~~the~~Frija ~~right~~Note toas ~~buy~~of ~~under~~December ~~the~~31, ~~Frija~~2024 ~~Share~~and ~~Purchase~~2023 ~~Agreement~~was $0.

~~Asset~~In ~~Purchase~~January ~~Agreement~~2022, ~~with~~the ~~Vapor~~Company received $101,000 ~~Corp~~pursuant to a promissory note in the principal amount of $100,001 (the “January 2022C Frija Note”) to Mr. Frija. The balance of the January 2022C Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the January 2022C Frija Note as of December 31, 2024 and 2023 was $0.

OnIn ~~July~~March 292022, ~~2016,~~ the Company ~~entered~~received ~~into~~$101,000 anpursuant ~~Asset~~to ~~Purchase~~a ~~Agreement~~promissory ~~(the~~note ~~“Purchase~~in ~~Agreement”) between Vapor and~~ the ~~Company’s~~principal ~~Chief~~amount ~~Executive~~of ~~Officer~~$100,001 ~~Kevin Frija~~ (the ~~former~~“March ~~Chief~~2022 ~~Executive~~Frija ~~Officer of Vapor~~Note”), ~~pursuant~~ to ~~which~~Mr. ~~Vapor~~Frija. ~~sold~~The ~~Vapor’s~~balance ~~wholesale~~of ~~operations~~the ~~and~~March 2022 ~~inventory~~Frija ~~related thereto~~Note (~~collectively~~$100, ~~“Assets”~~001) towas repaid during the ~~Company.~~year ~~The~~ended ~~Vapor~~December ~~acquisition~~31, ~~and~~2023. Accordingly, the ~~line~~balance of ~~business~~the ~~was~~March ~~accounted~~2022 ~~for~~Frija ~~using~~Note ~~the~~as ~~purchase~~of ~~method~~December 31, 2024 and 2023 was $0.

~~Brikor Note~~15

OnIn ~~February~~April 152022, ~~2019,~~ the Company ~~issued~~received a$100,001 ~~senior~~pursuant ~~convertible~~to a promissory note in the principal amount of $~~200~~100,~~000~~001 to(the ~~Brikor~~“April ~~LLC.~~2022 ~~The~~Frija ~~principal amount due under the Brikor~~ Note”) ~~bears~~to ~~interest at~~Mr. ~~the rate of 18% per annum~~Frija. The ~~principal~~balance ~~amount~~of ~~and accrued but unpaid interest (to~~ the ~~extent not converted in accordance with the~~April ~~terms~~2022 ofFrija ~~the Brikor~~ Note ($50,809) iswas ~~due~~repaid ~~and~~during ~~payable on~~ the ~~third~~year ~~anniversary~~ended ofDecember ~~the~~31, ~~issue date~~2024. The ~~Brikor~~balance ~~Note~~of ~~and~~ the ~~amounts~~April ~~payable~~2022 ~~thereunder are~~Frija ~~unsecured~~Note ~~obligations~~as of ~~the~~December 31, ~~Company~~2024 and ~~shall~~2023 bewas ~~senior~~$0 ~~in right of payment~~ and ~~otherwise to all indebtedness~~$50,809, ~~as provided in the Brikor Note~~respectively.

AtIn ~~any~~May ~~time~~2022, ~~after~~ the ~~first~~Company ~~anniversary~~received of$52,000 ~~the~~and ~~issue~~in ~~date,~~September ~~the~~2022 ~~holder~~received ~~may~~$48,001 ~~require~~of ~~the~~advances ~~Company,~~pursuant ~~upon~~to ata ~~least~~promissory 30note ~~business~~in ~~days’~~the ~~written~~principal ~~notice~~amount of $100,001 to(the ~~redeem~~“May ~~all~~2022 Frija orNote”) ~~any~~to ~~portion~~Mr. Frija. The balance of the ~~Brikor~~May 2022 Frija Note. ($100,001) was repaid during the year ended December 31, 2024. The ~~portion~~balance of the ~~Brikor~~May 2022 Frija Note ~~subject~~as toof ~~redemption~~December ~~will~~31, be2024 ~~redeemed~~and by2023 ~~the~~was ~~Company~~$0 inand ~~cash~~$100,001, respectively.

~~The~~In ~~Brikor~~September ~~Note~~2022, ~~is convertible into common units of~~ the Company. ~~Pursuant~~received ~~to the terms of the Brikor Note~~$1, ~~Brikor has the right, at its option, to convert any portion of the outstanding~~000 and ~~unpaid Conversion Amount (as hereinafter defined) into common units~~ in ~~accordance~~October ~~with~~2022 ~~the~~received ~~provisions~~$14,000 of ~~the~~advances ~~Brikor~~pursuant 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~~a aspromissory ~~set~~note ~~forth~~ in the ~~Brikor~~principal ~~Note)~~amount ~~(such~~of ~~result~~$100,001 (the “~~Conversion Rate”).~~September ~~“Conversion~~2022 ~~Amount~~Note” ~~means the sum of (A~~) ~~the~~to ~~portion~~Mr. ofFrija. ~~the~~The ~~principal~~ balance of the ~~Brikor~~September 2022 Note to($15,000) bewas ~~converted~~repaid ~~with~~during ~~respect to which~~ the ~~determination~~year isended ~~being~~December ~~made~~31, ~~(B)~~2024. ~~accrued~~The balance ~~and~~of ~~unpaid~~the ~~interest~~September ~~with~~2022 ~~respect~~Note toas ~~such~~of ~~principal~~December ~~balance~~31, if2024 ~~any,~~ and ~~(C)~~2023 ~~the Default~~was ~~Balance~~$0 ~~(other~~and ~~than any amount thereof within the purview of foregoing clauses (A) or (B))~~$15,000, ~~if any~~respectively.

17Employees

~~Daiagi~~As ~~and~~of ~~Daiagi~~December ~~Note~~31, 2024, we had 11 employees. None of our employees is represented by a union. We consider our relations with our employees to be good.

OnLegal 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.Proceedings

AtFrom ~~any~~ time ~~after~~to ~~the~~time, ~~first~~we ~~anniversary~~are ofinvolved ~~the~~in various ~~issue~~claims ~~date,~~and ~~the~~legal ~~holder~~actions ~~may~~arising ~~require~~in the ~~Company,~~ordinary ~~upon~~course atof ~~least 30~~ business. ~~days’~~There ~~written~~are ~~notice,~~no tolegal ~~redeem~~proceedings ~~all~~currently orpending ~~any~~against ~~portion~~us ofwhich ~~the~~we ~~Daiagi~~believe ~~and~~would ~~Daiagi~~have ~~Note.~~a ~~The~~material ~~portion~~effect ofon ~~the~~our ~~Daiagi~~business, ~~and~~financial ~~Daiagi~~position ~~Note~~or ~~subject~~results of operations and, to ~~redemption~~the ~~will~~best beof ~~redeemed~~our byknowledge, there ~~the~~are ~~Company~~no insuch ~~cash~~legal proceedings contemplated or threatened.

~~The~~Recent 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).Developments

~~Amber~~Pop ~~Investments~~Vapor ~~Note~~Settlement

OnIn February 15 2025, ~~2019,~~we ~~the~~entered ~~Company~~into ~~issued~~ a ~~senior convertible~~Settlement ~~promissory~~Agreement ~~note~~& inRelease ~~the principal amount of $200,000~~ (the “~~Amber~~Pop ~~Investments~~Vapor ~~Note~~Agreement”) towith ~~Amber~~Pop ~~Investments~~Vapor Co LLC (“~~Amber Investments~~Pop Vapor”). The ~~principal~~Pop ~~amount~~Vapor ~~due~~Agreement ~~under~~was ~~the~~entered ~~Amber~~into ~~Investments~~in ~~Note bears interest at~~ the ~~rate~~ordinary course of ~~18%~~business, ~~per~~following ~~annum.~~our ~~The~~assertion ~~principal amount~~of ~~and~~patent ~~accrued~~infringement ~~but unpaid interest (to the extent not converted in accordance with the terms~~ of ~~the~~U.S. ~~Amber Investments Note) is due~~patent ~~and~~no. ~~payable~~8,205,622 on (the ~~third~~“Patent”), ~~anniversary~~by ofPop ~~the~~Vapor, ~~issue~~related ~~date.~~to ~~The~~Pop ~~Amber~~Vapor’s ~~Investments~~autodraw ~~Note~~electronic ~~and the amounts payable thereunder are unsecured obligations~~cigarette products ofunder the ~~Company~~POP ~~and~~HIT ~~shall be senior in right of payment and otherwise to all indebtedness~~brand, asincluding ~~provided~~the Pop inDisposable Device (the ~~Amber~~“Pop ~~Investments~~Vapor ~~Note~~Dispute”).

AtPursuant to ~~any~~the ~~time~~terms ~~after~~of the ~~first~~Pop ~~anniversary~~Vapor ofAgreement, the ~~issue~~ ~~date,~~parties agreed to settle the ~~holder~~Pop ~~may~~Vapor ~~require~~Dispute according to the ~~Company,~~following ~~upon~~terms: Pop Vapor atshall ~~least~~pay us the sum of $30,000 ~~business~~within 14 days’ ~~written~~of ~~notice~~entry into the Pop Vapor Agreement, and we granted to ~~redeem~~Pop Vapor ~~all~~a ornon-exclusive, ~~any~~non-assignable, ~~portion~~perpetual of license to the ~~Amber~~Patent ~~Investments~~and ~~Note.~~related ~~The~~patents, ~~portion~~including the both the Patent and all parents, continuations, continuations in part, or divisionals of the ~~Amber~~Patent ~~Investments~~or ~~Note~~its ~~subject~~family members, and has allowed Pop Vapor to ~~redemption~~make, ~~will~~use, besell, ~~redeemed~~offer byfor sale, import, export, supply, lease, distribute, purchase, perform, provide, display, transmit, or otherwise practice from the ~~Company~~Patent family, with respect to manufacturing, marketing and selling the POP Hit devices, in ~~cash.~~consideration of the royalty payment terms, as follows:

~~The~~● ~~Amber~~Pop ~~Investments~~Vapor ~~Note~~will ispay ~~convertible~~a ~~into common~~royalty ~~units~~ of ~~the Company~~$0.05 ~~Pursuant~~per tounit ~~the terms~~ of the ~~Amber~~POP ~~Investments~~Hit ~~Note,~~branded ~~Amber~~devices ~~Investments~~sold ~~has~~by ~~the~~Pop ~~right,~~Vapor atbeginning ~~its~~on ~~option~~April 1, ~~to convert~~2024, ~~any~~through ~~portion of~~ the ~~outstanding~~earlier ~~and unpaid Conversion Amount into common units in accordance with the provisions~~ of ~~the~~(1) ~~Amber Investments~~a ~~Note~~final atfinding ~~the Conversion Rate. The number~~ of ~~common~~invalidity ~~units~~and/or ~~issuable~~unenforceability ~~upon conversion~~ of ~~any~~the ~~Conversion~~Patent ~~Amount~~or ~~will be determined by dividing~~ (x2) ~~such~~the ~~Conversion~~expiration ~~Amount~~of bythe ~~(y)~~Patent ~~$0.10~~ (~~subject~~currently toexpected ~~adjustment~~on asJuly ~~set~~16, ~~forth in the Amber Investments Note~~2030). ; and

K&● SThe ~~Pride~~royalty ~~Note~~payment shall be made quarterly by Pop Vapor, and within 60 days of the end of each quarter. Along with the royalty payment, Pop Vapor will provide us with a quarterly royalty report within 45 days of the end of each quarter, reflecting Pop Vapor’s total unit sales of the POP Hit branded devices in the previous quarter, and the royalties then due.

~~On February 19, 2019, the Company issued a senior~~Daze 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.Settlement

AtIn ~~any~~December 2024, ~~time~~we ~~after~~entered ~~the~~into ~~first~~a ~~anniversary~~Settlement ofAgreement ~~the issue~~& ~~date,~~Release (the ~~holder~~“Daze ~~may~~Agreement”) ~~require~~with ~~the~~7 ~~Company,~~Daze ~~upon~~LLC at(“Daze”). ~~least~~The Daze 30Agreement ~~business~~was ~~days’~~entered ~~written~~into ~~notice~~in the ordinary course of business, tofollowing ~~redeem~~our ~~all~~assertion orof ~~any~~patent ~~portion~~infringement of the KPatent &by SDaze’s autodraw ~~Pride~~electronic ~~Note.~~cigarettes, ~~The~~including ~~portion~~those ofmarketed under the KOhmlet &and SEgge ~~Pride~~brand ~~Note~~names, ~~subject~~and toany ~~redemption~~other ~~will~~auto-draw beelectronic ~~redeemed~~cigarette marketed and/or sold by Daze (the ~~Company~~“Daze ~~in cash~~Dispute”).

~~The~~Pursuant to Kthe &terms Sof ~~Pride~~the ~~Note~~Daze isAgreement, ~~convertible~~the ~~into common~~parties ~~units~~agreed ofto settle the ~~Company.~~Daze ~~Pursuant~~Dispute, and we granted to ~~the~~Daze ~~terms~~and ofits ~~the~~parents, Ksubsidiaries and &related Scompanies ~~Pride~~a ~~Note~~fully paid-up, Kroyalty &free, Snon-exclusive ~~Pride~~license ~~has~~to practice the ~~right,~~invention atin ~~its~~the ~~option,~~Patent toand ~~convert~~all related patents ~~any~~and ~~portion~~applications in the United States and worldwide, for the full term of the ~~outstanding~~Patent and ~~unpaid~~all ~~Conversion~~related ~~Amount~~patents ~~into~~and ~~common~~applications ~~units~~including, without inlimitation, ~~accordance~~without ~~with~~limitation, the ~~provisions~~rights ofto ~~the~~make, Khave &made, Suse, ~~Pride Note~~import, atlicense, offer to sell, and sell the ~~Conversion~~invention ~~Rate~~in the Patent and all related patents and applications. The ~~number~~License ofalso ~~common~~serves ~~units~~as ~~issuable~~a ~~upon~~covenant ~~conversion~~not ofto ~~any~~sue ~~Conversion~~Daze ~~Amount~~in ~~will~~connection bewith ~~determined~~Daze ~~by dividing~~and ~~(x)~~its ~~such~~parents’, ~~Conversion~~subsidiaries’ ~~Amount~~and byrelated ~~(y)~~companies’ ~~$0.10~~manufacturing, ~~(subject~~use, todistribution, ~~adjustment~~or assale ~~set~~of ~~forth~~any products for infringement of the invention in the KPatent &and Sall ~~Pride~~related ~~Note)~~patents and applications.

18Pursuant to the terms of the Daze Agreement, Daze agreed to pay us the sum of $100,000 according to the following payment schedule:

~~Surplus~~i. ~~Depot~~$25,000 ~~Note~~on or before December 20, 2024; and

Onii. ~~February~~Six ~~20,~~monthly ~~2019,~~payments ~~the Company issued a senior convertible promissory note in the principal amount~~ of $~~200~~12,~~000~~500, ~~(the “Surplus Depot Note”) to Surplus Depot Inc. (“Surplus Depot”). The principal amount~~ due ~~under~~on the Kfirst &day Sof ~~Pride~~each ~~Note~~consecutive ~~bears~~month ~~interest~~beginning aton ~~the~~February ~~rate~~1, of2025 ~~18% per annum. The principal amount~~ and ~~accrued~~ending ~~but unpaid interest (to the extent not converted in accordance~~ with the ~~terms~~sixth ~~of the Surplus Depot Note) is due~~ and ~~payable on~~final ~~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~~due ~~otherwise~~July ~~to all indebtedness~~1, ~~as provided in the Surplus Depot Note~~2025.

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.16

~~The~~Item ~~Surplus Depot Note is convertible into common units of the Company~~1A. ~~Pursuant~~Risk 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).Factors

~~Frija~~Various ~~Notes~~portions of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those anticipated in these forward-looking statements as a result of certain risk factors, including those set forth below and elsewhere in this report. These risk factors are not presented in the order of importance or probability of occurrence. For purposes of these risk factors, the term “electronic cigarettes” is deemed to include “vaporizers.”

OnBelow ~~December~~is ~~17, 2020, the Company received $95,000 pursuant to~~ a ~~promissory~~summary ~~note in the principal amount~~ of ~~$100,001~~material ~~issued on January 14~~risks, ~~2021,~~uncertainties toand ~~Kevin~~other ~~Frija (“January 14, 2021~~factors ~~Frija~~that ~~Note”),~~could ~~the~~have ~~Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and~~ a ~~significant~~material ~~unitholder~~effect ofon ~~the~~our Company. The principal amount due under the January 14, 2021 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business ~~day until the principal amount due~~ and ~~accrued~~our interest is repaid. Any unpaid principal amount and any accrued interest is due on January 14, 2022. The January 14, 2021 Frija Note is unsecured. The balance of the January 14, 2021 Frija Note as of December 31, 2021 was $5,243, which was repaid during the year ended December 31, 2022.operations:

On● ~~February~~We ~~25,~~have ~~2021, the Company issued~~ a ~~promissory note~~history ~~in the principal amount~~ of ~~$100,001~~operating ~~(the~~losses ~~“February~~and ~~25,~~our ~~2021~~auditors ~~Note”)~~have toindicated ~~Kevin~~that ~~Frija,~~there ~~who~~ is ~~the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and~~ a ~~significant stockholder~~substantial ofdoubt ~~the~~about ~~Company.~~our ~~The~~ability ~~principal amount due under the January 14, 2021 Note bears interest at the rate of 24% per annum, and the February 25, 2021 Note permits Mr. Frija~~ to ~~deduct~~continue one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on February 25, 2022. The January 14, 2021 Note is unsecured. The balance of the February 25, 2021 Note as ofa ~~December~~going ~~31, 2021 was $15,324, which was repaid during the year ended December 31, 2022~~concern.

On● ~~February~~We ~~25,~~are ~~2021,~~affected ~~the~~by ~~Company~~extensive ~~received $75~~laws,~~000 pursuant~~ togovernmental ~~a promissory note in the principal amount of $100~~regulations,~~001~~ ~~issued~~administrative ~~in May 2021~~determinations, tocourt ~~Kevin~~decisions ~~Frija (“April 2021 Frija Note”), the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer~~ and ~~Chairman~~similar ofother ~~the Board~~constraints, ~~and~~which acan ~~significant~~make ~~unitholder~~compliance ofcostly ~~the Company. An additional amount of $5,000 was received in January 2021. The principal amount due under the April 2021 Frija Note bears interest at the rate of 24% per annum,~~ and ~~permits~~subject ~~Mr.~~us ~~Frija~~ to ~~deduct~~enforcement ~~one~~actions ~~ACH~~by ~~payment~~governmental ~~from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid~~agencies. Any unpaid principal amount and any accrued interest is due in April 2022. The April 2021 Frija Note is unsecured. The balance of the April 2021 Frija Note as of December 31, 2022 was $43,550, which was repaid during the year ended December 31, 2023.

~~From~~● ~~May~~We ~~and~~face ~~June~~intense ~~2021,~~competition ~~the~~and ~~Company~~our ~~received $100,001~~failure ~~pursuant~~ to acompete ~~promissory~~effectively ~~note~~could inhave the principal amount of $100,001 issued in June 2021, to Kevin Frija (“June 2021 Frija Note”), the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a ~~significant~~material ~~unitholder~~adverse ofeffect ~~the~~on ~~Company.~~our ~~The principal amount due under the June 2021 Frija Note bears interest at the rate of 24% per annum~~business, ~~and~~results ~~permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount~~ of ~~$500 per~~operations ~~business day until the principal amount due~~ and ~~accrued~~financial ~~interest is repaid~~condition. Any unpaid principal amount and any accrued interest is due in June 2022. The June 2021 Frija Note is unsecured. The balance of the June 2021 Frija Note as of December 31, 2022 was $68,760, which was repaid during the year ended December 31, 2023.

19● We may be unable to promote and maintain our brands.

~~From~~● ~~June~~We ~~through~~expect ~~September~~that ~~2021,~~new ~~the~~products ~~Company received~~and/or abrands ~~$100,001~~we ~~pursuant~~develop towill aexpose ~~promissory~~us ~~note in the principal amount of $100,001 issued in September 2021,~~ to ~~Kevin~~risks ~~Frija~~that ~~(“September 2021~~may ~~Frija~~be ~~Note”),~~difficult the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the September 2021 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to ~~deduct~~identify ~~one ACH payment from the Company’s bank account in the amount of $500 per business day~~ until ~~the~~such ~~principal~~products ~~amount due~~ and/or ~~accrued~~brands ~~interest~~are iscommercially ~~repaid~~available. Any unpaid principal amount and any accrued interest is due in September 2022. The June 2021 Frija Note is unsecured. The balance of the September 2021 Frija Note as of December 31, 2022 was $87,099, which was repaid during the year ended December 31, 2023.

In● ~~September~~If ~~and~~we ~~November~~are ~~2021,~~unable ~~the Company received a $100,001 pursuant~~ to amanage ~~promissory~~our ~~note~~anticipated infuture ~~the principal amount of $100~~growth,~~001~~ ~~(the~~our “November 2021 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the November 2021 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business ~~day until the principal amount due~~ and ~~accrued~~results ~~interest is repaid. Any unpaid principal amount and any accrued interest is due on November 2, 2021. The November 2021 Frija Note is unsecured. The balance~~ of ~~the~~operations ~~November~~could ~~2021~~suffer ~~Frija Note as of December 31, 2022 was $100,001, which was repaid during the year ended December 31, 2023~~materially.

In● ~~November~~We ~~2021,~~are ~~the~~subject ~~Company received a $100,001 pursuant~~ to a promissory note in the principal amount of $100,001 (the “November 2021 2nd Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant ~~unitholder~~product ofliability ~~the Company~~litigation. The principal amount due under the November 2021 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on November 2, 2021. The November 2021 2nd Frija Note is unsecured. The balance of the November 2021 2nd Frija Note as of December 31, 2022 was $100,001, which was repaid during the year ended December 31, 2023.

On● ~~December~~Sales ~~8, 2021, the Company issued a promissory note in the principal amount~~ of ~~$100,001~~conventional ~~(the~~tobacco ~~“December~~cigarettes ~~2021~~have ~~Note”)~~been ~~to Kevin Frija~~declining, ~~who~~which iscould ~~the~~have ~~Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and~~ a ~~significant~~material ~~stockholder of~~adverse ~~the~~effect ~~Company.~~on ~~The~~our principal amount due under the December 2021 Note bears interest at the rate of 24% per annum, and the December 2021 Note permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business ~~day until the principal amount due and accrued interest is repaid~~. Any unpaid principal amount and any accrued interest is due on December 8, 2022. The December 2021 Note is unsecured. The balance of the December 2021 Note as of December 31, 2022 was $100,001, which was repaid during the year ended December 31, 2023.

In● ~~December~~Our ~~2021,~~patents ~~the Company received $60,000~~ and inour ~~January~~ability ~~2022 received $40,001 of advances pursuant~~ to aenforce promissory note in the principal amount of $100,001 (the “January 2022 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Companythem. The principal amount due under the January 2022 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on January 2023. The January 2022 Frija Note is unsecured. The balance of the January 2022 Frija Note as of December 31, 2022 was $100,001, which was repaid during the year ended December 31, 2023.

In● ~~January~~We ~~2022,~~may ~~the~~not ~~Company~~be ~~received~~able ~~$100,001 pursuant~~ to aadequately ~~promissory~~protect ~~note~~our inintellectual ~~the~~property ~~principal~~rights ~~amount~~in ofChina ~~$100,001~~or ~~(the “January 2022B Frija Note”) to Kevin Frija~~elsewhere, ~~the~~which ~~Company’s Chief~~could ~~Executive~~harm ~~Officer,~~our President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the January 2022B Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business ~~day until the principal amount due~~ and ~~accrued~~competitive ~~interest is repaid~~position. Any unpaid principal amount and any accrued interest is due on January 2023. The January 2022B Frija Note is unsecured. The balance of the January 2022B Frija Note December 31, 2022 was $100,001, which was repaid during the year ended December 31, 2023.

20● Third parties may claim that we infringe their intellectual property and trademark rights.

In● ~~January~~Adverse ~~2022,~~publicity ~~the~~associated ~~Company~~with ~~received~~our ~~$101,000 pursuant~~products toor ~~a promissory note in the principal amount of $100~~ingredients,~~001~~ ~~(the~~or ~~“January~~those ~~2022C Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman~~ of ~~the~~similar ~~Board~~companies, ~~and~~could aadversely ~~significant unitholder~~affect ofour ~~the~~sales ~~Company. The principal amount due under the January 2022C Frija Note bears interest at the rate of 24% per annum,~~ and ~~permits~~ Mrrevenue. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in January 2023. The January 2022C Frija Note is unsecured. The balance of the January 2022C Frija Note December 31, 2022 was $100,001, which was repaid during the year ended December 31, 2023.

In● ~~March~~We ~~2022,~~rely ~~the~~on ~~Company~~our ~~received~~CEO ~~$101,000 pursuant~~and tomay aexperience ~~promissory~~difficulty ~~note~~ in ~~the~~attracting ~~principal amount of $100,001 (the “March 2022 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer~~ and ~~Chairman~~hiring ofqualified ~~the~~new ~~Board,~~personnel and a significant unitholder of the Company. The principal amount due under the March 2022 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in ~~the~~some ~~amount~~areas of ~~$500~~our ~~per~~ business ~~day until the principal amount due and accrued interest is repaid~~. Any unpaid principal amount and any accrued interest is due in March 2023. The March 2022 Frija Note is unsecured. The balance of the March 2022 Frija Note December 31, 2022 was $100,001, which was repaid during the year ended December 31, 2023.

In● ~~April~~We ~~2022,~~may ~~the~~not ~~Company~~be ~~received~~successful ~~$100,001 pursuant to a promissory note~~ in ~~the~~maintaining ~~principal amount of $100,001 (~~the ~~“April~~consumer ~~2022~~brand ~~Frija~~recognition ~~Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer~~ and ~~Chairman~~loyalty of ~~the~~our ~~Board, and a significant unitholder of the Company~~products. The principal amount due under the April 2022 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on April 7, 2023. The April 2022 Frija Note is unsecured. The balance of the April 2022 Frija Note December 31, 2023 and 2022 was $50,809 and $100,001, respectively.

In● ~~April~~We ~~2022,~~are ~~the~~subject ~~Company received $52,000 and in September 2022 received $48,001 of advances pursuant~~ to a promissory note in the principal amount of $100,001 (the “June 2022 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant ~~unitholder~~product ofliability ~~the Company~~litigation. The principal amount due under the May 2022 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in May 2023. The May 2022 Frija Note is unsecured. The balance of the May 2022 Frija Note as of December 31, 2023 and 2022 was $100,001.

In● ~~September~~If ~~2022,~~we ~~the~~are ~~Company received $1,000 and in October 2022 received $14,000 of advances pursuant to a promissory note in~~ the ~~principal~~subject ~~amount~~ of ~~$100,001~~future ~~(the~~product ~~“September 2022~~defect ~~Note”)~~or toliability ~~Kevin Frija~~suits, ~~the~~our Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant stockholder of the Company. The principal amount due under the September 2022 Note bears interest at the rate of 24% per annum, and the September 2022 Note permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business ~~day~~will ~~until~~likely ~~the principal amount due and accrued interest is repaid~~fail. Any unpaid principal amount and any accrued interest is due on September 20, 2023. The September 2022 Note is unsecured. The balance of the September 2022 Note as of December 31, 2023 and 2022 was $15,000.

~~Employees~~● If we experience product recalls, we may incur significant and unexpected costs and our business reputation could be adversely affected.

~~As of December 31, 2023, we had 10 employees. None of our employees is represented by a union. We consider our relations with our employees to be good.~~17

~~Legal~~● ~~Proceedings~~Product exchanges, returns and warranty claims may adversely affect our business.

~~From~~● ~~time~~Adverse toeconomic ~~time,~~conditions wemay ~~are~~adversely ~~involved~~affect ~~in various claims and legal actions arising in~~ the ~~ordinary~~demand ~~course~~for ~~of business. There are no legal proceedings currently pending against us which we believe would have a material effect on~~ our ~~business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened~~products.

21● We rely, significantly, on the efforts of third party agents to generate sales of our products.

~~Item~~● ~~1A.~~We ~~Risk~~may ~~Factors~~not be able to establish sustainable relationships with large retailers or national chains.

~~Various~~● ~~portions~~We ofmay ~~this~~not ~~Annual~~be ~~Report~~able ~~on Form~~to ~~10-K~~adapt ~~contain~~to ~~forward-looking~~trends ~~statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those anticipated~~ in ~~these~~our ~~forward-looking statements as a result of certain risk factors, including those set forth below and elsewhere in this report~~industry. These risk factors are not presented in the order of importance or probability of occurrence. For purposes of these risk factors, the term “electronic cigarettes” is deemed to include “vaporizers.”

~~Below~~● isWe adepend ~~summary of material risks, uncertainties and other factors that could have a material effect~~ on ~~the~~third ~~Company~~party ~~and~~manufacturers ~~its~~for ~~operations:~~our products.

● ~~The~~We ~~novel~~rely ~~coronavirus~~on ~~(COVID-19)~~Chinese ~~pandemic~~manufacturers ~~could~~to ~~have~~produce ~~a material adverse effect on~~ our ~~business, financial condition and results of operations~~products.

● WeChanges ~~are~~in ~~affected~~U.S. byand ~~extensive~~foreign ~~laws,~~government ~~governmental~~administrative ~~regulations~~policy, ~~administrative~~including ~~determinations,~~the ~~court~~imposition ~~decisions~~of ~~and~~or ~~similar~~increases ~~other~~in ~~constraints,~~tariffs ~~which~~and ~~can~~changes ~~make~~to ~~compliance~~existing ~~costly~~trade ~~and~~agreements, ~~subject~~could ushave toa ~~enforcement~~material ~~actions~~adverse byeffect ~~governmental~~on ~~agencies~~us.

● We may face ~~intense~~ competition ~~and~~from ~~our~~foreign ~~failure~~importers towho ~~compete~~do ~~effectively~~not ~~could~~comply ~~have~~with agovernment ~~material adverse effect on our business, results of operations and financial condition~~regulation.

● WeOur ~~may~~results of operations could be ~~unable~~adversely toaffected ~~promote~~by ~~and~~currency ~~maintain~~exchange ~~our~~rates ~~brands~~and currency devaluations.

● We ~~expect~~depend ~~that~~on ~~new~~our ~~products~~General Partner and~~/or~~ ~~brands~~its wemanagers, ~~develop~~Messrs. ~~will~~Frija ~~expose us to risks that may be difficult to identify until such products~~ and~~/or~~ ~~brands are commercially available~~Pan.

● IfRights weof ~~are~~limited ~~unable~~partners toare ~~manage~~significantly ~~our~~different ~~anticipated~~than ~~future~~rights ~~growth,~~of ~~our~~shareholders ~~business and results~~ of ~~operations~~a ~~could suffer materially~~corporation.

● WeOur ~~are~~General ~~subject~~Partner, toSoleil ~~significant~~Capital ~~product~~Management ~~liability~~LLC, ~~litigation~~is solely responsible for our operations.

● ~~Sales~~Our ofability ~~conventional~~to ~~tobacco~~retain ~~cigarettes~~our ~~have~~management ~~been~~is ~~declining,~~critical ~~which~~to ~~could~~our ~~have~~success aand ~~material~~our ~~adverse~~ability ~~effect~~to grow depends on our ~~business~~ability to attract additional key personnel.

● ~~Our~~The ~~patents~~control ~~and~~of our ~~ability~~General Partner may be transferred to ~~enforce~~a ~~them~~third party without common unitholder consent.

● We ~~may~~have ~~not~~hired beand ~~able~~will need to ~~adequately~~hire ~~protect~~additional ~~our~~qualified ~~intellectual~~accounting ~~property~~and ~~rights~~administrative personnel in ~~China~~order orto ~~elsewhere~~remediate material weaknesses in our internal control over financial accounting, ~~which~~and ~~could~~we ~~harm~~will need to expend additional resources and efforts to establish and maintain the effectiveness of our ~~business~~internal control over financial reporting and ~~competitive~~our ~~position~~disclosure controls and procedures.

● ~~Third~~We ~~parties~~are ~~may~~required ~~claim~~to ~~that~~comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and if we ~~infringe~~fail ~~their~~to ~~intellectual~~continue ~~property~~to comply, our business could be harmed, and ~~trademark~~the ~~rights~~price of our securities could decline.

● ~~Adverse~~We ~~publicity~~are ~~associated~~subject ~~with~~to ~~our~~cyber-security ~~products~~risks, orincluding ~~ingredients~~those related to customer, employee, vendor or ~~those~~other ofcompany ~~similar~~data ~~companies,~~and ~~could~~including ~~adversely~~in ~~affect~~connection ~~our~~with ~~sales~~integration of acquired businesses and ~~revenue~~operations.

● WeThe ~~rely~~business onthat ~~our~~we ~~CEO~~conduct ~~and~~outside ~~may~~the ~~experience~~U.S. ~~difficulty~~may inbe ~~attracting~~adversely ~~and~~affected ~~hiring~~by ~~qualified~~international ~~new~~risk ~~personnel~~and ~~in some areas of our business~~uncertainties.

● WeOur ~~may~~business ~~not~~is beprimarily ~~successful~~involved in ~~maintaining~~ the ~~consumer~~sales ~~brand~~of ~~recognition~~products that contain nicotine and/or ~~loyalty~~CBD, ofwhich faces significant regulation and actions that may have a material adverse effect on our ~~products~~business.

● WeMany ~~are~~of ~~subject~~our products contain nicotine, which is considered to ~~significant~~be ~~product~~a ~~liability~~highly ~~litigation~~addictive substance.

● IfSignificant weincreases ~~are~~in ~~the~~state ~~subject~~and local regulation of ~~future~~our ~~product~~products ~~defect~~have orbeen ~~liability~~proposed ~~suits,~~or ~~our~~enacted ~~business~~and ~~will~~are likely ~~fail~~to continue to be proposed or enacted in numerous jurisdictions.

~~● If we experience product recalls, we may incur significant and unexpected costs and our business reputation could be adversely affected.~~18

22● There is uncertainty related to the federal regulation of e-products. Increased regulatory compliance burdens could have a material adverse impact on our business development efforts.

● ~~Product~~Recent ~~exchanges,~~bans ~~returns~~on ~~and~~the ~~warranty~~sales ~~claims~~of flavored e-cigarettes directly impact the markets in which we may ~~adversely~~sell ~~affect~~our products, and may have a material adverse impact on our business.

● ~~Adverse~~There ~~economic~~is ~~conditions~~uncertainty related to the regulation of flavored e-cigarette liquid and vaporization products and certain other consumption accessories, including the possibility that all flavored e-cigarette liquid and vaporization products may ~~adversely~~be ~~affect~~recalled or removed from the ~~demand~~market ~~for~~entirely. Any increased regulatory compliance burdens will have a material adverse impact on our ~~products~~operations and future business development efforts.

● WeThe ~~rely,~~regulation ~~significantly,~~of ontobacco products by the ~~efforts~~FDA ofin ~~third~~the ~~party~~United ~~agents~~States toand ~~generate~~the ~~sales~~issuance of Deeming Regulations may materially adversely affect our ~~products~~business.

● WeThe ~~may~~market ~~not~~for beelectronic ~~able~~cigarettes and vapor products is a niche market, subject to ~~establish~~a ~~sustainable~~great ~~relationships~~deal ~~with~~of ~~large~~uncertainty ~~retailers~~and oris ~~national~~still ~~chains~~evolving.

● WeThere ~~may~~is substantial concern regarding the effect of long-term use of electronic cigarettes and vaping products. Despite the recent outbreak of vaping-related lung injuries, the medical profession does not yet definitively know the cause of such injuries. Should electronic cigarettes or vapor products, including our products, be ~~able~~determined conclusively to ~~adapt~~pose tolong-term ~~trends~~health inrisks, including a risk of vaping-related lung injury, our ~~industry~~business will be negatively impacted.

● WePossible ~~depend~~yet onunanticipated ~~third~~changes ~~party~~in ~~manufacturers~~federal ~~for~~and state law could cause any of our current products, containing hemp-derived CBD oil to be illegal, or could otherwise prohibit, limit or restrict any of our products containing CBD.

● WeIf ~~rely~~our onhemp ~~Chinese~~oil ~~manufacturers~~products are found to ~~produce~~violate ~~our~~federal ~~products~~law or if there is negative press from being in a hemp or cannabis-related business, we could be criminally prosecuted or forced to suspend or cease operations.

● WeOur ~~may~~product candidates are not approved by the FDA or other regulatory authority, and we face ~~competition~~risks ~~from~~of ~~foreign~~unforeseen ~~importers~~medical ~~who~~problems, doand ~~not~~up ~~comply~~to ~~with~~a ~~government~~complete ~~regulation~~ban on the sale of our product candidates.

● ~~Our~~Sources ~~results~~ of ~~operations~~hemp-derived ~~could~~CBD bedepend ~~adversely~~upon ~~affected~~legality byof ~~currency~~cultivation, ~~exchange~~processing, ~~rates~~marketing and ~~currency~~sales ~~devaluations~~of products derived from those plants under state law.

● WeBecause ~~depend~~our ondistributors may only sell and ship our ~~General~~products ~~Partner~~containing hemp-derived CBD in states that have adopted laws and ~~its~~regulations ~~manager~~qualifying ~~Messrs.~~under ~~Kevin~~the ~~Frija~~2018 Farm Act, a reduction in the number of states having such qualifying laws and ~~Greg~~regulations ~~Pan~~could limit, restrict or otherwise preclude the sale of intended products containing hemp-derived CBD.

● ~~Rights~~Our business, results of ~~limited~~operations ~~partners~~and financial condition could be adversely affected if we are ~~significantly~~taxed ~~different~~like ~~than~~other ~~rights~~tobacco ofproducts ~~shareholders~~or if we are required to collect and remit sales tax on certain of aour ~~corporation~~internet sales.

● ~~Our~~We ~~General~~may ~~Partner,~~have ~~Soleil~~a ~~Capital~~difficult ~~Management~~time ~~LLC,~~obtaining isthe ~~solely~~various ~~responsible~~insurances ~~for~~that are desired to operate our ~~operations~~business in the CBD industry, which may expose us to additional risk and financial liability.

● ~~Our~~Trading ~~ability~~on tothe ~~retain~~OTC ~~our~~Markets ~~management~~ is ~~critical~~volatile toand ~~our~~sporadic, ~~success~~which ~~and~~could ~~our~~depress ~~ability~~the tomarket ~~grow~~price ~~depends~~of on our ~~ability~~common ~~to attract additional key personnel~~units.

● ~~The~~Our ~~control~~stock ofprice ~~our~~is ~~General~~likely ~~Partner~~to ~~may~~ be ~~transferred~~highly tovolatile abecause ~~third~~of ~~party~~several ~~without~~factors, ~~common~~including ~~unitholder~~a ~~consent~~limited public float.

● WeThe ~~have~~issuance ~~hired~~of ~~and~~a ~~will~~large ~~need~~number toof ~~hire~~common ~~additional~~units ~~qualified~~could ~~accounting~~significantly ~~and~~dilute ~~administrative~~existing ~~personnel~~unitholders ~~in order to remediate material weaknesses in our internal control over financial accounting,~~ and wenegatively ~~will~~impact ~~need to expend additional resources and efforts to establish and maintain~~ the ~~effectiveness~~market price of our ~~internal~~common ~~control over financial reporting and our disclosure controls and procedures~~units.

● We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.19

● WeOur ~~are~~common ~~subject~~units toare ~~cyber-security~~a ~~risks,~~“penny ~~including~~stock” ~~those~~under ~~related~~SEC torules. ~~customer,~~It ~~employee,~~may ~~vendor~~be ormore ~~other~~difficult ~~company~~to ~~data~~resell ~~and~~securities ~~including~~classified inas ~~connection~~“penny ~~with integration of acquired businesses and operations~~stock.”

● ~~The~~Our ~~business~~directors ~~that~~and weofficers ~~conduct~~control ~~outside~~a ~~the~~substantial ~~U.S.~~number ~~may~~of beour ~~adversely~~common ~~affected~~units, bydecreasing ~~international~~your ~~risk~~influence ~~and~~on ~~uncertainties~~unitholder decisions.

● ~~Our~~Units ~~business~~eligible isfor ~~primarily~~future ~~involved~~sale ~~in the sales of products that contain nicotine and/or CBD, which faces significant regulation and actions that~~ may ~~have~~adversely aaffect ~~material~~the ~~adverse effect on our business~~market.

● ~~Many~~Provisions of our ~~products~~partnership ~~contain~~agreement ~~nicotine,~~may ~~which~~delay isor ~~considered~~prevent toa takeover which may not be ain ~~highly~~the ~~addictive~~best ~~substance~~interests of our unitholders.

● ~~Significant~~We ~~increases~~do innot ~~state~~expect ~~and local regulation of our products have been proposed or enacted and are likely~~ to ~~continue~~pay todividends ~~be proposed or enacted~~ in ~~numerous~~the ~~jurisdictions~~foreseeable future.

23RISKS RELATED TO OUR BUSINESS

●We ~~There~~are isaffected ~~uncertainty~~by ~~related~~extensive tolaws, ~~the~~governmental regulations, ~~federal~~administrative ~~regulation~~determinations, ofcourt ~~e-products.~~decisions ~~Increased~~and ~~regulatory~~similar ~~compliance~~other ~~burdens~~constraints, ~~could~~which ~~have~~can amake ~~material~~compliance ~~adverse~~costly ~~impact~~and onsubject us ~~our~~to ~~business~~enforcement ~~development~~actions ~~efforts~~by governmental agencies.

●The ~~Recent~~formulation, ~~bans~~manufacturing, onpackaging, ~~the~~labeling, holding, ~~sales~~storage, distribution, advertising and sale of ~~flavored~~our ~~e-cigarettes~~products ~~directly~~are ~~impact~~affected by extensive laws, governmental regulations and policies, administrative determinations, court decisions and similar constraints at the ~~markets~~federal, state and local levels, both within the United States and in ~~which~~any country where we ~~may~~conduct ~~sell~~business. There can be no assurance that we, or our ~~products~~independent distributors, will be in compliance with all of these regulations. A failure by us or our distributors to comply with these laws and ~~may~~regulations ~~have~~could alead ~~material~~to governmental investigations, civil and criminal prosecutions, administrative hearings and court proceedings, civil and criminal penalties, injunctions against product sales or advertising, civil and criminal liability for us and/or our principals, bad publicity, and tort claims arising out of governmental or judicial findings of fact or conclusions of law adverse ~~impact~~to onus or our ~~business~~principals. In addition, the adoption of new regulations and policies or changes in the interpretations of existing regulations and policies may result in significant new compliance costs or discontinuation of product sales, and may adversely affect the marketing of our products, resulting in decreases in revenue.

●We ~~There~~face isintense ~~uncertainty~~competition ~~related to the regulation of flavored e-cigarette liquid~~ and ~~vaporization~~our ~~products~~failure to ~~and~~compete ~~certain~~effectively ~~other~~could consumption accessories, including the possibility that all flavored e-cigarette liquid and vaporization products may be recalled or removed from the market entirely. Any increased regulatory compliance burdens will have a material adverse ~~impact~~effect on our ~~operations~~business, ~~and~~results ~~future~~of ~~business~~operations ~~development~~and ~~efforts~~financial condition.

●Competition ~~The~~in ~~regulation~~the electronic cigarette and related e liquids industry is intense. We compete with other sellers of electronic cigarettes, most notably Lorillard, Inc., Altria Group, Inc. and Reynolds American Inc., big tobacco ~~products~~companies, bythrough ~~the~~their ~~FDA~~electronic incigarettes business segments; the ~~United~~nature ~~States~~of ~~and~~our competitors is varied as the ~~issuance~~market ofis ~~Deeming~~highly ~~Regulations~~fragmented ~~may~~and ~~materially~~the ~~adversely~~barriers ~~affect~~to entry into the ~~Company~~business are low.

●We ~~The~~compete ~~market~~primarily ~~for~~on ~~electronic~~the ~~cigarettes~~basis ~~and~~of ~~vapor~~product ~~products~~quality, brand isrecognition, abrand ~~niche~~loyalty, ~~market~~service, marketing, advertising and price. We are subject to ahighly ~~great~~competitive ~~deal~~conditions in all aspects of ~~uncertainty~~our business. The competitive environment and isour ~~still~~competitive ~~evolving~~position can be significantly influenced by weak economic conditions, erosion of consumer confidence, competitors’ introduction of low-priced products or innovative products, cigarette excise taxes, higher absolute prices and larger gaps between price categories, and product regulation that diminishes the ability to differentiate tobacco products.

● There is substantial concern regarding the effect of long-term use of electronic cigarettes and vaping products. Despite the recent outbreak of vaping-related lung injuries, the medical profession does not yet definitively know the cause of such injuries. Should electronic cigarettes or vapor products, including our products, be determined conclusively to pose long-term health risks, including a risk of vaping-related lung injury, our business will be negatively impacted.20

●Our ~~Possible~~principal ~~yet~~competitors ~~unanticipated~~are ~~changes~~“big intobacco”, U.S. ~~federal~~cigarette manufacturers of both conventional tobacco cigarettes and ~~state~~electronic ~~law~~cigarettes ~~could~~like ~~cause~~Altria ~~any~~Group, ofInc., ~~our~~Lorillard, ~~current~~Inc. and Reynolds American Inc. We compete against “big tobacco” who offers not only conventional tobacco cigarettes and electronic cigarettes but also smokeless tobacco products such as “snus” (a form of moist ground smokeless tobacco that is usually sold in sachet form that resembles small tea bags), ~~containing~~chewing ~~hemp-derived~~tobacco ~~CBD~~and ~~oil~~snuff. Furthermore, we believe that “big tobacco” will devote more attention and resources to bedeveloping ~~illegal~~and offering electronic cigarettes as the market for electronic cigarettes grows. Because of their well-established sales and distribution channels, ormarketing ~~could~~expertise ~~otherwise~~and ~~prohibit~~significant resources, ~~limit~~“big tobacco” is better positioned than small competitors like us to capture a larger share of the electronic cigarette market. We also compete against numerous other smaller manufacturers or ~~restrict~~importers of cigarettes. There can be no assurance that we will be able to compete successfully against any of our ~~products~~competitors, ~~containing~~some ~~CBD~~of whom have far greater resources, capital, experience, market penetration, sales and distribution channels than us. If our major competitors were, for example, to significantly increase the level of price discounts offered to consumers, we could respond by offering price discounts, which could have a materially adverse effect on our business, results of operations and financial condition.

●We Ifmay ~~our hemp oil products are found to violate federal law or if there is negative press from being in a hemp or cannabis-related business, we could~~ be ~~criminally~~unable ~~prosecuted or forced~~ to ~~suspend~~promote orand ~~cease~~maintain ~~operations~~our brands.

●We ~~Our~~believe ~~product~~that ~~candidates~~establishing ~~are~~and ~~not~~maintaining ~~approved~~our brand byis ~~the~~a ~~FDA~~critical oraspect ~~other~~of ~~regulatory~~attracting ~~authority,~~ and weexpanding ~~face~~a ~~risks~~large customer base. Promotion and enhancement of ~~unforeseen~~our ~~medical~~brands ~~problems,~~will ~~and~~depend uplargely on our success in continuing to aprovide ~~complete~~high ~~ban~~quality onproducts. ~~the~~If ~~sale~~our customers and end users do not perceive our products to be of high quality, or if we introduce new products or enter into new business ventures that are not favorably received by our ~~product~~customers ~~candidates~~and end users, we will risk diluting our brand identities and decreasing their attractiveness to existing and potential customers.

●Moreover, ~~Sources~~in oforder ~~hemp-derived~~to ~~CBD~~attract ~~depend~~and ~~upon~~retain ~~legality~~customers and ofto ~~cultivation,~~promote ~~processing~~and maintain our brand equity in response to competitive pressures, ~~marketing~~we may have to increase substantially our financial commitment to creating and ~~sales~~maintaining a distinct brand loyalty among our customers. If we incur significant expenses in an attempt to promote and maintain our brands, our business, results of ~~products~~operations ~~derived~~and ~~from~~financial ~~those~~condition ~~plants~~could ~~under~~be ~~state~~adversely ~~law~~affected.

●We ~~Because~~expect ~~our~~that ~~distributors~~new ~~may~~products ~~only sell~~ and/or ~~ship~~brands ~~our~~we develop ~~products~~will ~~containing~~expose ~~hemp-derived~~us ~~CBD~~to inrisks ~~states~~ that ~~have~~may ~~adopted~~be ~~laws~~difficult ~~and~~to ~~regulations~~identify ~~qualifying~~until ~~under the 2018 Farm Act, a reduction in the number of states having~~ such ~~qualifying~~products ~~laws~~ and ~~regulations could limit, restrict~~ /or ~~otherwise~~brands ~~preclude~~are ~~the~~commercially ~~sale of intended products containing hemp-derived CBD~~available.

●We ~~Our~~are ~~business~~currently developing, ~~results~~and ofin ~~operations~~the ~~and~~future will ~~financial~~continue ~~condition~~to ~~could~~develop, benew ~~adversely~~products ~~affected~~and ifbrands, wethe ~~are~~risks ~~taxed~~of ~~like~~which ~~other~~will ~~tobacco~~be difficult to ascertain until these products and/or ifbrands are commercially available. For example, we are ~~required~~developing tonew ~~collect~~formulations, packaging and ~~remit~~distribution ~~sales~~channels. ~~tax~~Any onnegative ~~certain~~events or ofresults that may arise as we develop new products or brands may adversely affect our ~~internet~~business, ~~sales~~financial condition and results of operations.

●If Wewe ~~may have a difficult time obtaining the various insurances that~~ are ~~desired~~unable to ~~operate~~manage our ~~business~~anticipated future ~~in the CBD industry~~growth, ~~which~~our ~~may~~business ~~expose~~and usresults toof ~~additional~~operations ~~risk~~could ~~and~~suffer ~~financial liability~~materially.

●Our ~~Trading~~operating onresults ~~the~~depend ~~OTC~~to ~~Markets~~a islarge ~~volatile~~extent on ~~and~~our ~~sporadic,~~ability ~~which~~to ~~could~~successfully ~~depress~~manage ~~the~~our ~~market~~anticipated ~~price~~growth. ofTo manage our ~~common~~anticipated ~~units.~~growth, we believe we must effectively, among other things:

● ~~Our stock price is likely to be highly volatile because of several factors~~hire, ~~including~~train aand ~~limited~~manage ~~public~~additional ~~float.~~employees;

● ~~The~~expand ~~issuance~~our ofmarketing ~~a large number of common units could significantly dilute existing unitholders~~ and ~~negatively~~distribution ~~impact the market price of our common units.~~capabilities;

● ~~The~~increase ~~Selling~~our ~~Unitholder~~product ~~may~~development ~~sell a large number of common units, resulting in substantial diminution to the value of units held by existing unitholders.~~activities

● ~~Our~~add ~~common~~additional ~~units~~qualified ~~are~~finance aand ~~“penny~~accounting ~~stock”~~personnel; ~~under SEC rules. It may be more difficult to resell securities classified as “penny stock.”~~and

● ~~Our~~implement ~~directors~~ and ~~officers~~improve ~~control a substantial number of~~ our ~~common units~~administrative, ~~decreasing~~financial ~~your~~and ~~influence~~operational onsystems, ~~unitholder~~procedures ~~decisions~~and controls.

~~● Units eligible for future sale may adversely affect the market.~~21

●If ~~Provisions~~we ofare unable to manage our ~~partnership~~growth ~~agreement~~effectively, we asmay ~~amended~~not be able to take advantage of market opportunities or develop new products, and we may ~~delay~~fail to satisfy product requirements, maintain product quality, execute our business plan or ~~prevent~~respond ato ~~takeover~~competitive pressures, any of which ~~may~~could ~~not~~have bea inmaterial ~~the~~adverse ~~best~~effect on ~~interests~~our business, results of ~~our~~operations ~~unitholders~~and financial condition.

● We doare ~~not~~subject ~~expect~~ to ~~pay~~significant ~~dividends~~product ~~in the foreseeable future~~liability litigation.

24The tobacco industry has experienced, and continues to experience, significant product liability litigation. Most tobacco liability lawsuits have been brought against manufacturers and sellers of cigarettes by individual plaintiffs, often participating on a class-action basis, for injuries allegedly caused by cigarette smoking or by exposure to cigarette smoke. However, several lawsuits have also been brought against manufacturers and sellers of smokeless products for injuries to health allegedly caused by use of smokeless products. In addition to the risks to our business, results of operations and financial condition resulting from adverse results in any such action, ongoing litigation may divert management’s attention and resources, which could have an impact on our business and operations. We cannot predict with certainty the outcome of these claims and there can be no assurance that we will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on our business, results of operations and financial condition.

~~RISKS~~As ~~RELATED~~a TOresult ~~OUR~~of ~~BUSINESS~~their relative novelty, electronic cigarette and vaporizer product manufacturers and sellers have only recently become subject to litigation. We may see increasing litigation over e-products or the regulation of our products, as the regulatory regimes surrounding these products develop.

~~The~~As ~~novel~~a ~~coronavirus~~result, ~~(COVID~~we may face substantial costs due to increased product liability litigation relating to new regulations or other potential defects associated with e-~~19)~~products ~~pandemic~~we sell, which could have a material adverse effect on our business, ~~financial condition and~~ results of operations and financial condition.

InSales ~~March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The spread~~ of ~~COVID-19~~conventional ~~has~~tobacco ~~affected segments~~cigarettes ~~of the global economy and may affect our operations, including the potential interruption of our supply chain. We are monitoring~~have ~~this~~been ~~situation closely~~declining, ~~and~~which ~~although~~could ~~operations~~ have ~~not~~a ~~been~~material ~~materially~~adverse ~~affected~~effect ~~by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact~~ on ~~the economic environment and~~ our business ~~is uncertain~~.

The ~~spread~~overall ofU.S. ~~COVID-19,~~market orfor ~~another~~conventional ~~infectious~~tobacco ~~disease,~~cigarettes ~~could~~has ~~also~~generally ~~negatively~~been ~~affect~~declining ~~the~~in ~~operations~~terms atof ~~our~~volume ~~third-party~~of ~~manufacturers~~sales, ~~which~~as ~~could~~a result of restrictions on advertising and promotions, funding of smoking prevention campaigns, increases in ~~delays~~regulation orand ~~disruptions~~excise taxes, a decline in the ~~supply~~social acceptability of ~~our~~smoking, ~~products.~~and ~~In addition~~other factors, weand ~~may~~such ~~take~~sales ~~temporary~~are ~~precautionary~~expected ~~measures~~to ~~intended~~continue to ~~help~~decline. ~~minimize~~While the ~~risk~~sales of electronic cigarettes have been increasing over the ~~virus~~last toseveral ~~our employees~~years, ~~including~~the ~~temporarily~~electronic ~~requiring~~cigarette ~~all~~market ~~employees~~is toonly ~~work~~developing ~~remotely,~~and ~~suspending~~is ~~all~~a ~~non-essential~~fraction ~~travel~~of ~~worldwide~~the ~~for~~size ~~our~~of the conventional tobacco cigarette ~~employees,~~market. ~~and~~A ~~discouraging~~continual ~~employee~~decline ~~attendance~~in atcigarette ~~industry~~sales ~~events~~may ~~and~~adversely ~~in-person~~affect ~~work-related~~the ~~meetings~~growth of the electronic cigarette market, which could ~~negatively~~have ~~affect~~a material adverse effect on our business, results of operations and financial condition.

~~The~~Our ~~extent~~patents toand ~~which COVID-19 impacts~~ our ~~operations will~~ability depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of COVID-19 and the actions to ~~contain~~enforce ~~the coronavirus or treat its impact, among others~~them. In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our manufacturing and supply chain, sales and marketing and could have an adverse impact on our business and our financial results. The COVID-19 outbreak is a widespread health crisis that has adversely affected the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact our operating results.

We ~~are~~have ~~affected~~a byportfolio ~~extensive~~of ~~laws,~~issued ~~governmental~~U.S. and Chinese ~~regulations~~patents, ~~administrative~~however ~~determinations~~we cannot provide any assurances that our patents will not be challenged and if challenged, ~~court~~will ~~decisions~~be upheld and ~~similar~~deemed valid. ~~other~~Furthermore ~~constraints,~~our ~~which~~efforts ~~can~~to ~~make~~enforce ~~compliance~~our patent may be costly and ~~subject~~there can be no assurances that should we seek to prosecute and usenforce our patents, that we will be victorious and even if we are victorious, we cannot provide assurances that our efforts would result in damages, licensing fees or removing the infringing products from the market. Moreover, if we are not able to ~~enforcement~~retain ~~actions~~counsel byon ~~governmental~~a ~~agencies~~contingency basis, we may be unable to pursue prosecution of the infringers of our patents.

The formulation, manufacturing, packaging, labeling, holding, storage, distribution, advertising and sale of our products are affected by extensive laws, governmental regulations and policies, administrative determinations, court decisions and similar constraints at the federal, state and local levels, both within the United States and in any country where we conduct business. There can be no assurance that we, or our independent distributors, will be in compliance with all of these regulations. A failure by us or our distributors to comply with these laws and regulations could lead to governmental investigations, civil and criminal prosecutions, administrative hearings and court proceedings, civil and criminal penalties, injunctions against product sales or advertising, civil and criminal liability for us and/or our principals, bad publicity, and tort claims arising out of governmental or judicial findings of fact or conclusions of law adverse to us or our principals. In addition, the adoption of new regulations and policies or changes in the interpretations of existing regulations and policies may result in significant new compliance costs or discontinuation of product sales, and may adversely affect the marketing of our products, resulting in decreases in revenue.22

We ~~face~~may ~~intense~~not ~~competition~~be ~~and~~able ~~our~~to ~~failure~~adequately protect our tointellectual ~~compete~~property ~~effectively~~rights ~~could~~in ~~have~~China aor ~~material~~elsewhere, ~~adverse~~which ~~effect~~could onharm our business, ~~results of operations~~ and ~~financial~~competitive ~~condition~~position.

~~Competition~~We inbelieve ~~the~~that ~~electronic~~patents, ~~cigarette~~trademarks, ~~and~~trade ~~related~~secrets eand ~~liquids~~other ~~industry~~intellectual isproperty ~~intense~~we use and are developing are important to sustaining and growing our business. We ~~compete~~utilize ~~with~~third ~~other~~party manufacturers ~~sellers~~to ofmanufacture ~~electronic~~our ~~cigarettes~~products in China, ~~most~~where ~~notably~~the ~~Lorillard~~validity, ~~Inc.,~~enforceability ~~Altria~~and ~~Group,~~scope ~~Inc~~of protection available under intellectual property laws are uncertain and still evolving. Implementation and enforcement of Chinese intellectual property-related laws have historically been deficient, ineffective and ~~Reynolds~~hampered ~~American~~by ~~Inc~~corruption and local protectionism. Accordingly, ~~big~~we ~~tobacco~~may ~~companies~~not be able to adequately protect our intellectual property in China, ~~through~~which ~~their~~could ~~electronic~~have ~~cigarettes~~a material adverse effect on our business, ~~segments;~~results ~~the~~of ~~nature~~operations and financial condition. Furthermore, policing unauthorized use of our ~~competitors is~~intellectual ~~varied~~property asin ~~the~~China ~~market~~and elsewhere is ~~highly~~difficult ~~fragmented~~and expensive, and ~~the~~we ~~barriers~~may need to ~~entry~~resort ~~into~~to litigation to enforce or defend our intellectual property or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and diversion of resources and management attention, which could harm our business ~~are~~and ~~low~~competitive position.

WeThird ~~compete~~parties ~~primarily~~may onclaim ~~the~~that ~~basis~~we ofinfringe ~~product~~their ~~quality,~~intellectual ~~brand~~property ~~recognition, brand loyalty, service, marketing, advertising~~ and ~~price.~~trademark ~~We are subject to highly competitive conditions in all aspects of our business~~rights. The competitive environment and our competitive position can be significantly influenced by weak economic conditions, erosion of consumer confidence, competitors’ introduction of low-priced products or innovative products, cigarette excise taxes, higher absolute prices and larger gaps between price categories, and product regulation that diminishes the ability to differentiate tobacco products.

25Competitors in our markets may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of damages.

~~Our~~Adverse ~~principal~~publicity ~~competitors~~associated ~~are~~with ~~“big~~our tobacco”, U.S. cigarette manufacturers of both conventional tobacco cigarettes and electronic cigarettes like Altria Group, Inc., Lorillard, Inc. and Reynolds American Inc. We compete against “big tobacco” who offers not only conventional tobacco cigarettes and electronic cigarettes but also smokeless tobacco products ~~such as “snus” (a form of moist ground smokeless tobacco that is usually sold~~ inor ~~sachet form that resembles small tea bags)~~ingredients, chewing tobacco and snuff. Furthermore, we believe that “big tobacco” will devote more attention and resources to developing and offering electronic cigarettes as the market for electronic cigarettes grows. Because of their well-established sales and distribution channels, marketing expertise and significant resources, “big tobacco” is better positioned than small competitors like us to capture a larger share of the electronic cigarette market. We also compete against numerous other smaller manufacturers or ~~importers~~those of ~~cigarettes.~~similar ~~There can be no assurance that we will be able to compete successfully against any of our competitors~~companies, some of whom have far greater resources, capital, experience, market penetration, sales and distribution channels than us. If our major competitors were, for example, to significantly increase the level of price discounts offered to consumers, we could ~~respond~~adversely byaffect ~~offering price discounts, which could have a materially adverse effect on~~ our ~~business,~~sales ~~results of operations~~ and ~~financial~~ ~~condition~~revenue.

WeAdverse ~~may~~publicity beconcerning ~~unable~~any actual or purported failure by us to ~~promote~~comply with applicable laws and ~~maintain~~regulations regarding any aspect of our business could have an adverse effect on our public perception. This, in turn, could negatively affect our ~~brands~~ability to obtain financing, endorsers and attract distributors or retailers for our products, which would have a material adverse effect on our ability to generate sales and revenue.

WeOur ~~believe~~distributors’ ~~that~~and ~~establishing~~customers’ perception of the safety and ~~maintaining~~ quality of our ~~brand~~products isor aeven ~~critical~~similar ~~aspect~~products ofdistributed ~~attracting~~by ~~and~~others ~~expanding~~can abe ~~large~~significantly ~~customer~~influenced ~~base.~~by ~~Promotion~~national ~~and~~media attention, ~~enhancement~~publicized ofscientific ~~our~~research ~~brands~~or ~~will~~findings, ~~depend largely~~product onliability ~~our~~claims ~~success~~and inother ~~continuing~~publicity toconcerning ~~provide~~our ~~high~~products ~~quality~~or similar products. Ifdistributed ~~our~~by ~~customers~~others. ~~and~~Adverse ~~end~~publicity, ~~users~~whether door not ~~perceive~~accurate, that associates consumption of our products ~~to be~~or ofany ~~high~~similar products ~~quality,~~with illness or ifother weadverse ~~introduce~~effects, ~~new~~will ~~products~~likely ordiminish ~~enter~~the ~~into~~public’s ~~new~~perception ~~business~~of ~~ventures~~our products. Claims that any products are ~~not~~ineffective, ~~favorably~~inappropriately ~~received~~labeled byor ~~our~~have ~~customers and~~inaccurate ~~end~~instructions ~~users~~as to their use, wecould ~~will~~have ~~risk~~a ~~diluting~~material ~~our~~adverse ~~brand~~effect ~~identities~~on ~~and~~the market ~~decreasing~~demand ~~their~~for ~~attractiveness~~our toproducts, ~~existing~~including ~~and~~reducing ~~potential~~our ~~customers~~sales and revenue.

~~Moreover,~~We inrely ~~order~~on toour ~~attract~~CEO and ~~retain customers and to promote and maintain our brand equity in response to competitive pressures, we~~ may ~~have~~experience ~~to increase substantially our financial~~difficulty ~~commitment~~in toattracting ~~creating~~ and ~~maintaining~~hiring aqualified ~~distinct~~new ~~brand~~personnel ~~loyalty among our customers. If we incur significant expenses~~ in ansome ~~attempt~~areas ~~to promote~~of ~~and maintain~~ our ~~brands, our~~ business~~, results of operations and financial condition could be adversely affected~~.

WeThe ~~expect~~loss ~~that~~of ~~new~~our ~~products~~CEO ~~and/~~or ~~brands~~any of our key employees could adversely affect our business. As a member of the tobacco industry, we ~~develop~~may ~~will~~experience ~~expose~~difficulty usin identifying and hiring qualified executives and other personnel in some areas of our business. This difficulty is primarily attributable to ~~risks~~the ~~that~~health ~~may~~and besocial ~~difficult~~issues associated with the tobacco industry. The loss of services of any key employees or our inability to ~~identify~~attract, ~~until~~hire ~~such~~and retain personnel with requisite skills could restrict our ability to develop new products, ~~and/~~enhance existing products in a timely manner, sell products or ~~brands~~manage ~~are~~our ~~commercially~~business ~~available~~effectively. These factors could have a material adverse effect on our business, results of operations and financial condition.

We ~~are~~may ~~currently~~not ~~developing,~~be ~~and~~successful in ~~the~~maintaining ~~future~~the ~~will~~consumer ~~continue~~brand torecognition ~~develop, new products~~ and ~~brands,~~loyalty ~~the risks~~ of ~~which~~our ~~will be difficult to ascertain until these~~ products ~~and/or brands are commercially available~~. For example, we are developing new formulations, packaging and distribution channels. Any negative events or results that may arise as we develop new products or brands may adversely affect our business, financial condition and results of operations.

IfWe wecompete ~~are~~in ~~unable~~a market that relies on innovation and the ability to ~~manage~~react ~~our~~to ~~anticipated~~evolving consumer preferences. The smoke accessories industry in particular is subject to changing consumer ~~future~~trends, ~~growth~~demands and preferences. Therefore, products once favored may over time become disfavored by consumers or no longer perceived as the best option. Consumers in the market have demonstrated a high degree of brand loyalty, but producers must continue to adapt their products in order to maintain their status among these customers as the market evolves. Trends within the industry change often and our failure ~~business~~to anticipate, identify or react to changes in these trends could, among other things, lead to reduced demand for our products. Factors that may affect consumer perception of our products include health trends and ~~results~~attention to health concerns associated with vaping, price-sensitivity in the presence of ~~operations~~competitors’ ~~could~~products ~~suffer~~or ~~materially~~substitute products and trends in favor of new products that are currently being researched and produced by participants in our industry.

~~Our operating results depend to a large extent on our ability to successfully manage our anticipated growth. To manage our anticipated growth, we believe we must effectively, among other things:~~23

●We ~~hire,~~are ~~train,~~subject ~~and~~to ~~manage~~significant ~~additional~~product ~~employees;~~liability litigation.

●The ~~expand~~tobacco industry has experienced, and continues to experience, significant product liability litigation. Most tobacco liability lawsuits have been brought against manufacturers and sellers of cigarettes by individual plaintiffs, often participating on a class-action basis, for injuries allegedly caused by cigarette smoking or by exposure to cigarette smoke. However, several lawsuits have also been brought against manufacturers and sellers of smokeless products for injuries to health allegedly caused by use of smokeless products. In addition to the risks to our ~~marketing~~business, results of operations and ~~distribution~~financial ~~capabilities;~~condition resulting from adverse results in any such action, ongoing litigation may divert management’s attention and resources, which could have an impact on our business and operations. We cannot predict with certainty the outcome of these claims and there can be no assurance that we will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on our business, results of operations and financial condition.

●As ~~increase~~a ~~our~~result of their relative novelty, electronic cigarette and vaporizer product ~~development~~manufacturers ~~activities~~and sellers have only recently become subject to litigation. We may see increasing litigation over e-products or the regulation of our products, as the regulatory regimes surrounding these products develop.

●As ~~add~~a ~~additional~~result, ~~qualified~~we ~~finance~~may ~~and~~face ~~accounting~~substantial ~~personnel;~~costs due to increased product liability litigation relating to new regulations or other potential defects associated with e-products we sell, which could have a material adverse effect on our business, results of operations and financial condition.

●If ~~implement~~we ~~and~~are ~~improve~~the ~~our~~subject ~~administrative,~~of ~~financial~~future ~~and~~product ~~operational~~defect or ~~systems~~liability suits, ~~procedures~~our ~~and~~business ~~controls~~will likely fail.

26In the course of our planned operations, we may become subject to legal actions based on a claim that our products are defective in workmanship or have caused personal or other injuries. We currently maintain liability insurance, but such coverage may not be adequate to cover all potential claims. Moreover, even if we are able to maintain sufficient insurance coverage in the future, any successful claim could significantly harm our business, financial condition and results of operations.

If we ~~are~~experience ~~unable~~product ~~to manage our growth effectively~~recalls, we ~~may not be able to take advantage of market opportunities or develop new products, and~~ we may ~~fail to satisfy product requirements,~~incur ~~maintain~~significant ~~product~~and ~~quality,~~unexpected ~~execute~~costs and our business ~~plan~~reputation ~~or respond to competitive pressures, any of which~~ could ~~have~~be aadversely ~~material adverse effect on our business, results of operations and financial condition~~affected.

We may be exposed to product recalls and adverse public relations if our products are ~~subject~~alleged to ~~significant~~cause illness or injury, or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures that could exceed our product recall insurance coverage limits ~~liability~~and harm to our reputation, which could have a material adverse effect on our business, results of operations and financial condition. In addition, a product recall may require significant management time and attention and may adversely impact on the value of our brands. Product recalls may lead to greater scrutiny by federal or state regulatory agencies and increased litigation, which could have a material adverse effect on our business, results of operations and financial condition.

~~The~~Product ~~tobacco industry has experienced~~exchanges, ~~and~~returns ~~continues to experience, significant product liability litigation. Most tobacco liability lawsuits have been brought against manufacturers~~ and ~~sellers~~ ofwarranty ~~cigarettes by individual plaintiffs, often participating on a class-action basis, for injuries allegedly caused by cigarette~~claims smoking or by exposure to cigarette smoke. However, several lawsuits have also been brought against manufacturers and sellers of smokeless products for injuries to health allegedly caused by use of smokeless products. In addition to the risks to our business, results of operations and financial condition resulting from adverse results in any such action, ongoing litigation may ~~divert~~adversely ~~management’s~~affect ~~attention and resources, which could have an impact on~~ our business ~~and operations~~. We cannot predict with certainty the outcome of these claims and there can be no assurance that we will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on our business, results of operations and financial condition.

AsIf awe ~~result~~are ofunable ~~their~~to ~~relative~~maintain ~~novelty,~~an ~~electronic~~acceptable degree ~~cigarette~~of ~~and~~quality ~~vaporizer~~control ~~product~~of ~~manufacturers~~our ~~and~~products ~~sellers~~we ~~have~~will ~~only~~incur ~~recently~~costs ~~become~~associated ~~subject~~with tothe ~~litigation.~~exchange Weand ~~may~~return ~~see~~of ~~increasing~~our ~~litigation over e-~~products oras ~~the~~well ~~regulation~~as ofservicing our customers ~~products,~~for aswarranty claims. Any of the ~~regulatory~~foregoing ~~regimes~~on ~~surrounding~~a ~~these~~significant ~~products~~scale ~~develop~~may have a material adverse effect on our business, results of operations and financial condition.

AsAdverse aeconomic ~~result,~~conditions we may ~~face~~adversely ~~substantial costs due~~affect tothe ~~increased~~demand ~~product~~for ~~liability litigation relating to new regulations or other potential defects associated with e-products we sell, which could have a material adverse effect on~~ our ~~business, results of operations and financial condition~~products.

~~Sales~~Electronic ofcigarettes ~~conventional~~and ~~tobacco~~vapor ~~cigarettes~~products are new ~~have~~to ~~been~~the ~~declining~~market and may be regarded by users as a novelty item and expendable as such demand for our products may be extra sensitive to economic conditions. When economic conditions are prosperous, ~~which~~discretionary spending typically increases; conversely, when economic conditions are unfavorable, discretionary spending often declines. Any significant decline in economic conditions that affects consumer spending could have a material adverse effect on our business, results of operations and financial condition.

The overall U.S. market for conventional tobacco cigarettes has generally been declining in terms of volume of sales, as a result of restrictions on advertising and promotions, funding of smoking prevention campaigns, increases in regulation and excise taxes, a decline in the social acceptability of smoking, and other factors, and such sales are expected to continue to decline. While the sales of electronic cigarettes have been increasing over the last several years, the electronic cigarette market is only developing and is a fraction of the size of the conventional tobacco cigarette market. A continual decline in cigarette sales may adversely affect the growth of the electronic cigarette market, which could have a material adverse effect on our business, results of operations and financial condition.24

~~Our~~We ~~patents~~rely ~~and~~significantly ~~our~~on ~~ability~~the toefforts ~~enforce~~of third ~~them~~party agents to generate sales of our products.

We ~~have~~rely asignificantly ~~portfolio~~on ofthe ~~issued~~efforts ~~U.S.~~of ~~and Chinese~~independent ~~patents,~~distributors ~~however~~to wepurchase ~~cannot~~and ~~provide~~distribute ~~any assurances that~~ our ~~patents~~products ~~will~~to ~~not~~wholesalers beand ~~challenged~~retailers. ~~and~~No ifsingle ~~challenged,~~distributor ~~will~~currently beaccounts ~~upheld~~for ~~and~~a ~~deemed~~material ~~valid.~~percentage ~~Furthermore~~of our ~~efforts~~sales ~~to enforce our patent may be costly~~ and ~~there~~we ~~can~~believe ~~be no assurances~~ that should weany ~~seek~~of tothese ~~prosecute~~relationships ~~and enforce~~terminate ~~our patents, that~~ we ~~will~~would be ~~victorious~~able ~~and~~to ~~even~~find ifsuitable wereplacements and ~~are~~do ~~victorious,~~so weon ~~cannot~~a ~~provide~~timely ~~assurances~~basis. ~~that~~However, ~~our~~any ~~efforts~~loss ~~would~~of ~~result in~~distributors ~~damages, licensing fees~~ or ~~removing~~our ~~the~~ability ~~infringing~~to ~~products~~timely ~~from~~replace ~~the~~any ~~market.~~given ~~Moreover,~~distributor ifcould wehave ~~are~~a ~~not~~material adverse ~~able~~effect ~~to retain counsel~~ on aour ~~contingency basis~~business, wefinancial ~~may~~condition beand ~~unable~~results ~~to pursue prosecution~~ of ~~the infringers of our patents~~operations.

27We rely, in part, on the efforts of independent salespersons who sell our products to distributors and major retailers and Internet sales affiliates to generate sales of products. No single independent salesperson or Internet affiliate currently accounts for a material percentage of our sales and we believe that should any of these relationships terminate we would be able to find suitable replacements and do so on a timely basis. However, any loss of independent sales persons or Internet sales affiliates or our ability to timely replace any one of them could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to ~~adequately~~establish ~~protect~~sustainable ~~our~~relationships ~~intellectual~~with ~~property~~large ~~rights~~retailers ~~in China~~ or ~~elsewhere,~~national ~~which could harm our business and competitive position~~chains.

We believe ~~that~~the ~~patents,~~best ~~trademarks,~~way ~~trade~~to ~~secrets~~ develop brand and ~~other~~product recognition ~~intellectual~~and ~~property~~increase wesales ~~use~~volume ~~and~~is ~~are~~to ~~developing~~establish ~~are~~relationships ~~important~~with tolarge ~~sustaining~~retailers and ~~growing~~national ~~our business~~chains. We ~~utilize~~currently ~~third~~do ~~party~~not have ~~manufacturers~~any toestablished ~~manufacture~~relationships ~~our~~with ~~products~~large inretailers ~~China, where the validity, enforceability~~ and ~~scope~~or ofnational ~~protection~~chains ~~available under intellectual property laws are uncertain~~ and ~~still~~we ~~evolving.~~cannot ~~Implementation~~provide ~~and~~any ~~enforcement~~assurances ofthat ~~Chinese~~we ~~intellectual~~will ~~property-related~~be ~~laws have historically~~successful ~~been~~in ~~deficient,~~our ~~ineffective~~efforts ~~and~~to ~~hampered~~establish bysuch ~~corruption~~relationships and ~~local~~or ~~protectionism.~~if ~~Accordingly,~~ we ~~may~~would ~~not~~ be able to ~~adequately~~pay ~~protect our~~the ~~intellectual~~costs ~~property~~associated inwith ~~China,~~establishing ~~which~~such ~~could~~national accounts. ~~have~~Our ainability ~~material~~to ~~adverse~~develop ~~effect~~and onsustain ~~our~~relationships ~~business,~~with ~~results~~large ofretailers ~~operations~~ and ~~financial~~national ~~condition. Furthermore,~~chains ~~policing~~will ~~unauthorized~~impede ~~use~~our ofability ~~our~~to ~~intellectual~~develop brand ~~property~~and inproduct ~~China~~recognition and ~~elsewhere~~increase issales ~~difficult~~volume and, ~~expensive~~ultimately, ~~and~~require weus ~~may need~~ to ~~resort~~pursue toand ~~litigation~~rely toon ~~enforce~~local ~~or defend our intellectual property or to determine the enforceability, scope~~ and ~~validity~~more offragmented ~~our~~sales ~~proprietary~~channels, ~~rights~~which orwill ~~those~~have ofa ~~others.~~material ~~Such litigation and an~~ adverse ~~determination~~effect inon ~~any~~our ~~such litigation~~business, ifresults ~~any, could result in substantial costs and diversion~~ of ~~resources~~operations and ~~management~~financial ~~attention, which could harm our business and competitive position~~condition.

~~Third~~We ~~parties~~ may ~~claim~~not ~~that~~be weable ~~infringe their~~to ~~intellectual~~adapt ~~property~~to ~~and~~trends ~~trademark~~in ~~rights~~our industry.

~~Competitors~~We inmay ~~our~~not ~~markets~~be ~~may~~able ~~claim~~to ~~that~~adapt weas the electronic ~~infringe~~cigarette ~~their~~industry ~~proprietary~~and ~~rights.~~customer ~~Such~~demand ~~claims~~evolves, whether orattributable ~~not~~to ~~meritorious,~~regulatory ~~may~~constraints ~~result~~or inrequirements, ~~the~~a ~~expenditure~~lack of ~~significant~~ financial ~~and~~resources ~~managerial~~or ~~resources~~our failure to respond in a timely and/or effective manner to new technologies, ~~injunctions~~customer ~~against~~preferences, uschanging market conditions or new developments in our industry. Any of the ~~payment~~failures to adapt for the reasons cited herein or otherwise could make our products obsolete and would have a material adverse effect on our business, financial condition and results of ~~damages~~operations.

~~Adverse~~We ~~publicity~~depend ~~associated~~on ~~with~~third ~~our products~~party ormanufacturers ~~ingredients, or those of similar companies, could adversely affect~~ for our ~~sales and revenue~~products.

~~Adverse~~We ~~publicity~~depend ~~concerning~~on ~~any~~third ~~actual~~party ormanufacturers ~~purported~~for our ~~failure~~electronic bycigarettes, usvaporizers toand ~~comply~~accessories. ~~with~~Our ~~applicable~~customers ~~laws~~associate ~~and~~certain ~~regulations~~characteristics ~~regarding any aspect~~ of our ~~business~~products ~~could~~including ~~have~~the anweight, feel, ~~adverse~~draw, ~~effect~~unique onflavor, ~~the public~~packaging ~~perception~~and other attributes of our products to the ~~Company.~~brands ~~This~~we market, distribute and sell. Any interruption in ~~turn,~~supply ~~could~~and/or ~~negatively~~consistency ~~affect~~of our products may adversely impact our ability to ~~obtain~~deliver ~~financing,~~our ~~endorsers~~products ~~and~~to ~~attract~~our wholesalers, distributors orand ~~retailers~~customers ~~for~~and otherwise harm our ~~products,~~relationships ~~which~~and ~~would~~reputation with customers, and have a ~~material~~materially adverse effect on our ~~ability~~business, results toof ~~generate~~operations ~~sales~~ and ~~revenue~~financial condition.

~~Our~~Although ~~distributors’~~we ~~and~~believe ~~customers’ perception~~that ofseveral ~~the~~alternative ~~safety and quality of our products or even similar products distributed by others can be significantly influenced by~~sources ~~national~~for ~~media~~the ~~attention~~components, ~~publicized~~chemical ~~scientific~~constituents ~~research or findings, product liability claims~~ and ~~other~~manufacturing ~~publicity~~services ~~concerning~~necessary ~~our~~for products or similar products distributed by others. Adverse publicity, whether or not accurate, that associates consumption of our products or any similar products with illness or other adverse effects, will likely diminish the ~~public’s~~production ~~perception~~ of our products. ~~Claims that any products~~ are ~~ineffective~~available, ~~inappropriately~~any ~~labeled~~failure to orobtain ~~have~~any ~~inaccurate~~of ~~instructions~~the asforegoing towould ~~their use, could~~ have a material adverse effect on ~~the market demand for~~ our ~~products~~business, ~~including~~results ~~reducing~~of ~~our~~operations ~~sales~~ and ~~revenue~~financial condition.

~~We rely on our CEO and may experience difficulty in attracting and hiring qualified new personnel in some areas of our business.~~25

~~The~~We ~~loss~~rely ofon ~~our~~Chinese ~~CEO~~manufacturers or any of our key employees could adversely affect our business. As a member of the tobacco industry, we may experience difficulty in identifying and hiring qualified executives and other personnel in some areas of our business. This difficulty is primarily attributable to ~~the health and social issues~~produce ~~associated with the tobacco industry. The loss of services of any key employees or~~ our ~~inability to attract, hire and retain personnel with requisite skills could restrict our ability to develop new~~ products~~, enhance existing products in a timely manner, sell products or manage our business effectively~~. ~~These factors could have a material adverse effect on our business, results of operations and financial condition.~~

WeOur ~~may~~manufacturers ~~not~~are bebased ~~successful~~ in ~~maintaining~~China. Certain Chinese factories and the ~~consumer~~products ~~brand~~they ~~recognition~~export ~~and~~have ~~loyalty~~been the source of safety concerns and recalls, which is generally attributed to lax regulatory, quality control and safety standards. Should Chinese factories continue to draw public criticism for exporting unsafe products, whether those products relate to our products or not we may be adversely affected by the stigma associated with Chinese production, which could have a material adverse effect on our business, results of operations and financial condition.

WeChanges ~~compete~~ in aU.S. ~~market that relies on innovation~~ and ~~the~~foreign ~~ability~~government ~~to react to evolving consumer preferences. The smoke accessories industry in particular is subject to changing consumer~~administrative ~~trends~~policy, ~~demands~~including ~~and preferences. Therefore, products once favored may over time become disfavored by consumers or no longer perceived as~~ the ~~best~~imposition ~~option. Consumers in the market have demonstrated a high degree~~ of ~~brand~~or ~~loyalty,~~increases ~~but producers must continue to adapt their products~~ in ~~order~~tariffs ~~to maintain their status among these customers as the market evolves. Trends within the industry change often~~ and ~~our failure to anticipate, identify or react to~~ changes ~~in these trends could, among other things, lead~~ to ~~reduced~~existing ~~demand~~trade ~~for our products. Factors that may affect consumer perception of our products include health trends and attention to health concerns associated with vaping~~agreements, ~~price-sensitivity~~ incould ~~the~~have ~~presence~~a ofmaterial ~~competitors’~~adverse ~~products or substitute products and trends in favor of new products that are~~effect ~~currently~~on ~~being researched and produced by participants in our industry~~us.

28As a result of changes to U.S. and foreign government administrative policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs on goods imported into the U.S., including tariffs on products manufactured in China, Canada, or Mexico, and adverse responses by foreign governments to U.S. trade policies, among other possible changes. The U.S. administration has implemented or increased tariffs, and announced it intends to implement or increase additional tariffs, and it remains unclear what the U.S. administration or foreign governments will or will not do with respect to tariffs or trade agreements and policies. A trade war, other governmental action related to tariffs or trade agreements, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any resulting negative sentiments toward the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and financial condition.

We ~~are~~may ~~subject~~face tocompetition ~~significant~~from ~~product~~foreign importers ~~liability~~who ~~litigation~~do not comply with government regulation.

~~The~~We ~~tobacco~~may ~~industry~~face ~~has~~competition ~~experienced,~~from ~~and~~foreign ~~continues to experience, significant product liability litigation. Most tobacco liability lawsuits have been brought against manufacturers and~~ sellers of electronic cigarettes bythat ~~individual~~may ~~plaintiffs,~~illegally ~~often~~ship ~~participating~~their onproducts ainto ~~class-action~~the ~~basis,~~United States for ~~injuries~~direct ~~allegedly~~delivery ~~caused by cigarette smoking or by exposure~~ to ~~cigarette smoke~~customers. ~~However,~~These ~~several~~market ~~lawsuits~~participants will not have ~~also~~the ~~been~~added ~~brought~~cost ~~against manufacturers~~ and ~~sellers~~expense of ~~smokeless products~~complying ~~for~~with ~~injuries~~U.S. toregulations ~~health~~and ~~allegedly~~taxes ~~caused~~and byas ~~use~~a ofresult ~~smokeless~~will ~~products.~~be Inable ~~addition~~ to ~~the~~offer ~~risks~~their toproduct at ~~our~~a ~~business,~~more ~~results~~competitive ofprice ~~operations and~~than ~~financial~~us ~~condition~~and ~~resulting~~potentially ~~from~~capture ~~adverse~~market ~~results~~share. inMoreover, ~~any~~should ~~such~~we ~~action,~~be ~~ongoing~~unable ~~litigation~~to ~~may~~sell ~~divert~~certain ~~management’s~~of ~~attention~~our products ~~and~~during ~~resources,~~any ~~which~~regulatory ~~could~~approval process we have anno ~~impact~~assurances onthat ~~our~~we ~~business~~will ~~and~~be ~~operations.~~able Weto ~~cannot~~recapture ~~predict~~those ~~with~~customers ~~certainty~~that ~~the~~we ~~outcome~~lost ofto ~~these~~our ~~claims~~foreign ~~and~~domiciled ~~there~~competitors ~~can~~during beany no“blackout” ~~assurance~~periods, ~~that~~during which we ~~will~~are not ~~sustain~~permitted ~~losses~~to insell ~~connection~~our ~~with~~products. ~~such~~This ~~lawsuits~~competitive disadvantage ~~and~~may ~~that such losses will not~~ have a material adverse effect on our business, results of operations and our financial condition.

AsOur aresults ~~result~~ of ~~their~~operations ~~relative~~could ~~novelty,~~be ~~electronic~~adversely ~~cigarette~~affected ~~and~~by ~~vaporizer~~currency ~~product~~exchange ~~manufacturers~~rates and ~~sellers~~currency ~~have only recently become subject to litigation~~devaluations. ~~We may see increasing litigation over e-products or the regulation of our products, as the regulatory regimes surrounding these products develop.~~

AsOur afunctional ~~result,~~currency weis ~~may~~the ~~face~~U.S. ~~substantial~~dollar; ~~costs due~~substantially toall ~~increased~~of ~~product~~our ~~liability~~purchases ~~litigation~~and ~~relating~~sales toare ~~new~~currently ~~regulations~~generated orin ~~other~~U.S. ~~potential~~dollars. ~~defects~~However, ~~associated~~our ~~with~~manufacturers ~~e-products~~and wesuppliers ~~sell,~~are located in China. ~~which~~Fluctuations in exchange rates between our respective currencies could result in higher production and supply costs to us which would have a material adverse effect on our ~~business,~~ results of operations ~~and~~if ~~financial~~we ~~condition~~are not willing or able to pass those costs on to our customers.

IfWe wedepend ~~are~~on ~~the~~our ~~subject~~General ofPartner ~~future~~and ~~product defect~~its ~~or liability suits~~managers, Messrs. ~~our~~Frija ~~business~~and ~~will likely fail~~Pan.

InOur ~~the~~performance ~~course~~is ofdirectly ~~our~~correlated ~~planned~~to ~~operations, we may~~the ~~become~~performance ~~subject~~of ~~to legal actions based on a claim that~~ our ~~products~~General ~~are~~Partner. ~~defective~~Due in ~~workmanship~~part orto ~~have~~our ~~caused personal or other injuries. We currently maintain liability insurance~~size, ~~but~~the ~~such~~loss ~~coverage~~of ~~may~~the ~~not~~services beof ~~adequate~~Messrs. toFrija ~~cover~~and ~~all~~Pan ~~potential~~would ~~claims.~~have ~~Moreover,~~a ~~even~~material ~~if we~~adverse ~~are~~effect ~~able~~on tous, ~~maintain~~including ~~sufficient~~on ~~insurance~~a ~~coverage~~short interm ~~the future~~basis, ~~any~~and ~~successful~~until ~~claim~~a replacement could ~~significantly~~be ~~harm our business~~found, ~~financial condition~~the ~~and~~continuity ~~results~~ of our operations.

IfWe wedo ~~experience~~not ~~product~~carry ~~recalls,~~any we“key ~~may~~man” insurance ~~incur~~that ~~significant~~would ~~and~~provide ~~unexpected~~us ~~costs~~with ~~and~~proceeds ~~our~~in ~~business~~the ~~reputation~~event ~~could~~of bethe ~~adversely~~death ~~affected~~or disability of any of our principals.

WeRights ~~may~~of belimited ~~exposed~~partners ~~to product recalls and adverse public relations if our products~~ are ~~alleged to cause illness or injury, or if we are alleged to have violated governmental regulations.~~significantly Adifferent ~~product~~than ~~recall~~rights could result in substantial and unexpected expenditures that could exceed our product recall insurance coverage limits and harm to our reputation, which could have a material adverse effect on our business, results of ~~operations~~shareholders ~~and financial condition. In addition, a product recall may require significant management time and attention and may adversely impact on the value~~ of ~~our brands. Product recalls may lead to greater scrutiny by federal or state regulatory agencies and increased litigation, which could have~~ a ~~material adverse effect on our business, results of operations and financial condition~~corporation.

~~Product~~We ~~exchanges~~are organized as a limited partnership. Members of limited partnerships, ~~returns~~also ~~and~~known ~~warranty~~as limited partners, have different rights than shareholders of a corporation. Due to our structure ~~claims~~as ~~may~~a ~~adversely~~limited ~~affect~~partnership, your rights as a stakeholder are governed by our ~~business~~partnership agreement. For example, limited partners do not elect persons to our board of directors. Our General Partner has limited call rights to our securities; please read carefully our partnership agreement, which governs the relationship between us and our unitholders.

IfOur weGeneral ~~are~~Partner, ~~unable~~Soleil toCapital ~~maintain an acceptable degree~~Management ofLLC, ~~quality~~is ~~control~~solely ofresponsible ~~our products we will incur costs associated with the exchange and return of our products as well as servicing our customers~~ for ~~warranty claims. Any of the foregoing on a significant scale may have a material adverse effect on~~ our ~~business, results of~~ operations ~~and financial condition~~.

~~Adverse~~The ~~economic~~current ~~conditions~~managers ~~may~~of ~~adversely~~our General Partner are ~~affect~~Kevin Frija, who is our current executive officer, Chairman, and a director, and Greg Pan, who is a director. Through the ~~demand~~General Partner, Messrs. Frija and Pan manage all of our operations and activities. Our General Partner’s limited liability company agreement establishes a board of directors that will be responsible for the oversight of our ~~products~~business and operations. Our General Partner’s board of directors will be elected in accordance with its limited liability company agreement, where Mr. Frija (or, following his withdrawal, death or disability, any successor founder designated by him), will have the power to appoint and remove the directors of our General Partner. Following the withdrawal, death or disability of Mr. Frija (and any successor founder), the power to appoint and remove the directors of our General Partner will revert to the members of our General Partner who hold a majority in interest in our General Partner. Our common unitholders do not elect our General Partner or its board of directors and, unlike the holders of common stock in a corporation, will have only limited voting rights on matters affecting our business and therefore limited ability to influence decisions regarding our business. Furthermore, if our common unit holders are dissatisfied with the performance of our General Partner, they will have little ability to remove our General Partner.

Electronic cigarettes and vapor products are new to the market and may be regarded by users as a novelty item and expendable as such demand for our products may be extra sensitive to economic conditions. When economic conditions are prosperous, discretionary spending typically increases; conversely, when economic conditions are unfavorable, discretionary spending often declines. Any significant decline in economic conditions that affects consumer spending could have a material adverse effect on our business, results of operations and financial condition.26

29Our ability to retain our management is critical to our success and our ability to grow depends on our ability to attract additional key personnel.

WeOur ~~rely,~~success ~~significantly,~~depends on ~~the~~our ~~efforts~~ability to attract ofand ~~third~~retain ~~party~~managers, ~~agents~~executive officers and qualified personnel. We anticipate that it will be necessary for us to ~~generate~~attract ~~sales~~and retain key personnel in order to develop our business and pursue our growth strategy. The market for qualified managers is extremely competitive and as such our inability to attract and retain key personnel would adversely affect in the short term, our continuity of operations and in the long term our ~~products~~profitability.

WeThe ~~rely,~~control ~~significantly, on the efforts~~ of ~~independent distributors to purchase and distribute~~ our ~~products~~General toPartner ~~wholesalers~~may ~~and retailers. No single distributor currently accounts for a material percentage of our sales and we believe that should any of these relationships terminate we would~~ be ~~able to find suitable replacements~~transferred ~~and do so on a timely basis. However, any loss of distributors or our ability~~ to ~~timely replace any given distributor could have~~ a ~~material adverse~~third ~~effect~~party onwithout ~~our~~common ~~business,~~unitholder ~~financial condition and results of operations~~consent.

WeOur ~~rely,~~General Partner may transfer its General Partner interest to a third party in ~~part,~~a onmerger or consolidation without the ~~efforts~~consent of ~~independent~~our common unitholders. Furthermore, at any time, the members ~~salespersons~~of ~~who~~our General Partner may sell ~~our~~or ~~products~~transfer toall ~~distributors~~or ~~and~~part ~~major~~of ~~retailers~~their ~~and~~limited ~~Internet~~liability ~~sales~~company ~~affiliates~~interests toin ~~generate~~our ~~sales~~General ofPartner ~~products.~~without Nothe ~~single~~approval ~~independent~~of ~~salesperson~~the orcommon ~~Internet~~unitholders, ~~affiliate~~subject ~~currently~~to ~~accounts~~certain ~~for~~restrictions aas ~~material~~described ~~percentage~~elsewhere ofin ~~our~~this ~~sales~~annual ~~and~~report. weA ~~believe~~new ~~that~~general ~~should~~partner ~~any~~and/or ofowner ~~these~~could ~~relationships~~have ~~terminate~~different webusiness ~~would~~objectives beand/or ~~able~~philosophies tothen ~~find~~our ~~suitable~~current ~~replacements~~business objectives and/or dophilosophies, soemploy individuals onwho aare ~~timely~~less ~~basis.~~experienced ~~However~~in our current business, ~~any~~be ~~loss~~unsuccessful in identifying new opportunities in our current area of ~~independent~~business ~~sales~~or ~~persons~~have ora ~~Internet~~track ~~sales~~record ~~affiliates~~that oris ~~our~~not ~~ability~~as tosuccessful ~~timely~~as ~~replace~~VPR ~~any~~Brand’s ~~one~~track record. If any of ~~them~~the ~~could~~foregoing ~~have~~were ato ~~material~~occur, ~~adverse~~we ~~effect~~could onexperience difficulty in operating our business, ~~financial~~and ~~condition~~the ~~and~~value of our business, our results of operations and our financial condition could materially suffer.

We ~~may~~have ~~not~~hired beand ~~able~~will need to hire additional qualified accounting and administrative personnel in order to remediate material weaknesses in our internal control over financial accounting, and we will need to expend additional resources and efforts to establish ~~sustainable~~and maintain the effectiveness of our internal control over financial ~~relationships~~reporting ~~with~~and ~~large~~our ~~retailers~~disclosure orcontrols ~~national~~and ~~chains~~procedures.

WeAs ~~believe~~a ~~the~~public ~~best~~company, ~~way~~we toare ~~develop~~subject ~~brand~~to ~~and~~the reporting ~~product~~requirements ~~recognition~~of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and ~~increase~~the ~~sales~~Sarbanes-Oxley ~~volume~~Act of 2002. Our management is required to ~~establish~~evaluate ~~relationships~~and ~~with~~disclose ~~large~~its ~~retailers~~assessment ~~and~~of ~~national~~the ~~chains.~~effectiveness Weof ~~currently~~our dointernal control over financial reporting ~~not~~as ~~have~~of each year-end, including disclosing any ~~established~~“material ~~relationships~~weakness” ~~with~~in ~~large~~our ~~retailers~~internal ~~and~~control over financial reporting. A material weakness is a control deficiency, or ~~national~~combination ~~chains~~of ~~and~~control wedeficiencies, ~~cannot~~that ~~provide~~results ~~any~~in ~~assurances~~more than a remote likelihood that wea ~~will~~material bemisstatement ~~successful~~of inthe ~~our~~annual ~~efforts~~or tointerim ~~establish~~financial ~~such~~statements ~~relationships~~will ~~and~~not be prevented or ifdetected. weAs ~~would~~a beresult ~~able~~of toits ~~pay~~assessment, management has determined that there were material weaknesses due to the ~~costs~~lack ~~associated~~of ~~with~~segregation ~~establishing~~of duties and sufficient internal controls (including ~~such~~technology-based ~~national~~general ~~accounts.~~controls) ~~Our~~that ~~inability~~encompass our Company as a whole with respect to ~~develop~~entity and ~~sustain~~transactions ~~relationships~~level ~~with~~controls ~~large~~in ~~retailers~~order to ensure complete documentation of complex and ~~national~~non-routine ~~chains~~transactions ~~will~~and ~~impede~~adequate financial reporting. If we continue to experience material weaknesses in our ~~ability~~internal controls or fail to maintain or implement required new or improved controls, such circumstances could cause us to ~~develop~~fail ~~brand~~to ~~and~~meet ~~product~~our ~~recognition~~periodic ~~and~~reporting ~~increase~~obligations ~~sales~~or ~~volume~~result in material misstatements in our financial statements, or adversely affect the results of periodic management evaluations and, ~~ultimately~~if required, ~~require~~annual usauditor attestation reports. Due to ~~pursue~~these ~~and~~material ~~rely~~weaknesses, management onconcluded ~~local~~that, as of December 31, 2024, our internal control over financial reporting was not effective. Management also concluded that our disclosure controls and ~~more~~procedures ~~fragmented~~were not effective as of December 31, 2024. Although the number of employees has ~~sales~~grown ~~channels~~as a result of the hiring of additional accounting and information technology staff, ~~which~~we cannot assure you that we will have asufficient resources to resolve these material ~~adverse~~weaknesses. ~~effect~~These weaknesses have the onpotential to adversely impact our ~~business,~~financial reporting ~~results~~process ofand ~~operations~~our financial reports. We will need to hire additional qualified accounting and ~~financial~~administrative ~~condition~~personnel in order to resolve these material weaknesses.

~~We may not be able to adapt to trends in our industry.~~27

We ~~may~~are ~~not~~required ~~be able~~ to ~~adapt~~comply aswith ~~the~~certain ~~electronic~~provisions ~~cigarette~~of ~~industry~~Section ~~and~~404 ~~customer~~of ~~demand~~the ~~evolves,~~Sarbanes-Oxley ~~whether~~Act ~~attributable~~of to2002, ~~regulatory~~as ~~constraints~~amended or(the ~~requirements,~~“Sarbanes-Oxley aAct”) ~~lack~~and ofif ~~financial~~we ~~resources or~~fail ~~our failure~~ to ~~respond~~continue ~~in a timely and/or effective manner~~ to ~~new technologies~~comply, ~~customer preferences, changing market conditions or~~ ~~new developments in~~ our ~~industry.~~business ~~Any of the failures to adapt for the reasons cited herein or otherwise~~ could ~~make~~be ~~our~~harmed, ~~products obsolete~~ and ~~would~~the ~~have~~price aof ~~material adverse effect on~~ our ~~business,~~securities ~~financial~~could ~~condition and results of operations~~decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We ~~depend~~expect to incur significant expenses and to devote resources to Section 404 compliance on ~~third~~an ~~party~~ongoing ~~manufacturers~~basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our ~~products~~internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or principal financial officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

We ~~depend~~are onsubject ~~third~~to ~~party~~cyber-security ~~manufacturers for our electronic cigarettes~~risks, ~~vaporizers and accessories. Our customers associate certain characteristics of our products~~ including those ~~the~~related ~~weight, feel,~~to ~~draw~~customer, ~~unique flavor~~employee, ~~packaging~~vendor ~~and~~or other ~~attributes~~company ofdata ~~our products to the brands we market, distribute~~ and ~~sell.~~including ~~Any interruption~~ in ~~supply~~connection ~~and/or~~with ~~consistency~~integration of ~~our~~acquired ~~products may adversely impact our ability to deliver our products to our wholesalers, distributors~~businesses and ~~customers and otherwise harm our relationships and reputation with customers, and have a materially adverse effect on our business, results of~~ operations ~~and financial condition~~.

~~Although~~We weuse ~~believe~~information ~~that~~technologies ~~several~~to ~~alternative~~securely manage ~~sources~~operations ~~for~~and ~~the~~various ~~components~~business functions. We rely on various technologies, ~~chemical~~some ~~constituents~~of which are managed by third parties, to process, transmit and ~~manufacturing~~store ~~services~~electronic ~~necessary~~information, ~~for~~and ~~the~~to ~~production~~manage or support a variety of business processes and activities, including reporting on our business ~~products~~and interacting with customers, vendors and employees. In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information that is subject to privacy and security laws, regulations and customer-imposed controls. Our systems are ~~available~~subject to repeated attempts by third parties to access information or to disrupt our systems. Despite our security design and controls, and those of our third-party providers, we may become subject to system damage, disruptions or shutdowns due to any ~~failure~~number of causes, including cyber-attacks, breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, service providers, natural disasters or other catastrophic events. It is possible for such vulnerabilities to ~~obtain~~remain ~~any~~undetected for an extended period. We may face other challenges and risks as we upgrade and standardize our information technology systems as part of ~~the~~our ~~foregoing~~integration ~~would~~of acquired businesses and operations. We have acontingency ~~material~~plans ~~adverse~~in ~~effect~~place to prevent or mitigate the impact of these events, however, these events could result in operational disruptions or the misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromise of confidential information, improper use of our ~~business~~systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions, including reputational damage and legal claims or proceedings, may adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock.

30This risk is enhanced in certain jurisdictions with stringent data privacy laws. For example, California recently adopted the California Consumer Privacy Act of 2018 (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for businesses. The CCPA includes a statutory damages framework and private rights of action against businesses that fail to comply with certain CCPA terms or implement reasonable security procedures and practices to prevent data breaches. The CCPA went into effect in January 2020.

WeThe ~~rely~~business onthat ~~Chinese~~we ~~manufacturers~~conduct tooutside ~~produce~~the U.S. ~~our~~may ~~products~~be adversely affected by international risk and uncertainties.

~~Our~~Although ~~manufacturers~~our operations are based in ~~China.~~the ~~Certain~~United ~~Chinese~~States, ~~factories~~we ~~and~~conduct ~~the~~business ~~products~~outside ~~they~~of ~~export have been~~ the ~~source~~United ofStates ~~safety concerns~~ and ~~recalls,~~expect ~~which~~to iscontinue ~~generally attributed~~ to ~~lax~~ ~~regulatory,~~do ~~quality~~so ~~control~~in ~~and~~the ~~safety standards~~future. ~~Should~~Any ~~Chinese~~business ~~factories~~that ~~continue~~we toconduct ~~draw public criticism for exporting unsafe~~outside ~~products,~~of ~~whether~~the ~~those~~United ~~products~~States ~~relate~~is subject to ~~our~~additional ~~products~~risks orthat ~~not we~~ may ~~be adversely affected by the stigma associated with Chinese production, which could~~ have a material adverse effect on our ability to continue conducting business, in ~~results~~certain ofinternational ~~operations~~markets, ~~and~~including, ~~financial~~without ~~condition.~~limitation:

We● ~~may~~Potentially ~~face~~reduced ~~competition~~protection ~~from~~for ~~foreign~~intellectual ~~importers who~~property ~~do not comply with government regulation.~~rights;

We● ~~may~~Unexpected ~~face~~changes ~~competition~~in ~~from~~tariffs, ~~foreign~~trade ~~sellers of~~barriers ~~electronic cigarettes that may illegally ship their products into the United States for direct delivery to customers. These market participants will not have the added cost~~ and expense of complying with U.S. regulations and taxes and as a result will be able to offer their product at a more competitive price than us and potentially capture market share. Moreover, should we be unable to sell certain of our products during any regulatory approval process we have no assurances that we will be able to recapture those customers that we lost to our foreign domiciled competitors during any “blackout” periods, during which we are not permitted to sell our products. This competitive disadvantage may have a material adverse effect on our business, results of operations and our financial condition.requirements;

~~Our~~● ~~results~~Economic ofweakness, ~~operations~~including ~~could~~inflation beor ~~adversely affected~~political byinstability, ~~currency~~in ~~exchange~~particular ~~rates~~foreign economies and ~~currency devaluations.~~markets;

~~Our~~● ~~functional~~Business ~~currency~~interruptions isresulting ~~the~~from ~~U.S.~~geo-political ~~dollar;~~actions, ~~substantially all~~including ofwar ~~our purchases~~ and ~~sales~~terrorism ~~are~~or ~~currently~~natural ~~generated~~disasters, inincluding ~~U.S.~~earthquakes, ~~dollars.~~hurricanes, ~~However~~typhoons, ~~our~~floods ~~manufacturers~~ and ~~suppliers~~fires; ~~are located in China. Fluctuations in exchange rates between our respective currencies could result in higher production~~ and ~~supply costs to us which would have a material adverse effect on our results of operations if we are not willing or able to pass those costs on to our customers.~~

We● ~~depend~~Failure onto ~~our~~comply ~~General~~with ~~Partner~~Office ~~and~~of ~~its manager~~Foreign ~~Messrs.~~Asset ~~Kevin~~Control ~~Frija~~rules and ~~Greg~~regulations ~~Pan~~and the Foreign Corrupt Practices Act (“FCPA”).

~~Our~~These ~~performance~~factors isor ~~directly~~any ~~correlated~~combination ~~to the performance~~ of ~~our~~these ~~General~~factors may ~~Partner.~~adversely ~~Due~~affect inour ~~part~~revenue toor our ~~size,~~overall ~~the~~financial ~~loss of the services of Messrs~~performance. ~~Frija and Pan would have a material adverse effect on us, including on a short term basis, and until a replacement could be found, the continuity of our operations.~~

~~We do not carry any “key man” insurance that would provide us with proceeds in the event of the death or disability of any of our principals.~~28

~~Rights~~RISKS ofRELATED ~~limited~~TO ~~partners~~REGULATION ~~are~~AND ~~significantly different than rights of shareholders of a corporation.~~ MARKET

WeOur ~~are~~business ~~organized~~is asprimarily ainvolved ~~limited~~in ~~partnership.~~the ~~Members~~sales of ~~limited~~products ~~partnerships,~~that ~~also~~contain ~~known~~nicotine asand/or ~~limited partners~~CBD, ~~have~~which ~~different~~faces ~~rights~~significant ~~than~~regulation ~~shareholders~~and ofactions athat ~~corporation.~~may ~~Due~~have ~~to our structure as~~ a ~~limited~~material ~~partnership,~~adverse ~~your~~effect ~~rights as a stakeholder are governed by our operating agreement. For example, limited partners do not~~on ~~elect persons to~~ our ~~board of directors~~business. ~~Our General Partner has limited call rights to our securities; please read carefully the Agreement of Limited Partnership of VPR Brands which governs the relationship between us and our unitholders.~~

Our ~~General~~current ~~Partner~~business is primarily involved in the sale of products that contain nicotine and/or CBD. The general market in which our products are sold faces significant governmental regulation and private sector actions, ~~Soleil~~including ~~Capital~~efforts ~~Management~~aimed at reducing the incidence of use in minors and efforts seeking to hold ~~LLC~~the importers, ismakers ~~solely~~and sellers of these products responsible for alleged adverse health effects associated with the use of, in particular, inhalable, vaporized e-liquid solutions containing nicotine derived from tobacco. More broadly, new regulatory actions by the FDA and other federal, state or local governments or agencies have an impact the consumer acceptability of or access to our ~~operations~~products, including regulations promulgated by FDA which will require us to file PMTA(s) for any of our products that are identified as “Deemed Tobacco Products” by the FDA that we intend to market and sell after May 2020. Additionally, on January 2, 2020, the FDA issued an enforcement policy effectively banning the sale of flavored cartridge-based e-cigarettes marketed primarily by large manufacturers in the United States without prior authorization from the FDA, which policy went into effect in February 2020. According to the FDA, it is expected that the new policy will have minimal impact on small manufacturers, such as vape shops, that sell non-cartridge based products. We believe that any ban on flavored e-cigarettes, or similar enforcement action by the FDA, would have a significant material adverse impact on the our products, which would, in turn, have a material adverse impact on our overall business.

~~The~~Additional ~~current~~regulatory ~~managers~~challenges ofmay ~~our~~come ~~General~~in ~~Partner are~~future ~~Kevin~~months ~~Frija~~and years, ~~who~~including isthe ~~our~~FDA’s ~~current~~publication ~~executive~~of ~~officer,~~new ~~Chairman,~~product ~~and~~standards aor ~~director,~~additional ~~and~~rule ~~Greg~~making ~~Pan,~~that ~~who~~may isimpact avape ~~director.~~shops or ~~Through~~other ~~the~~small ~~General Partner~~manufacturers, ~~Messrs.~~ ~~Frija~~limit ~~and~~adult ~~Pan~~consumer ~~manage~~choices, ~~all~~delay ofor ~~our~~prevent ~~operations~~the ~~and~~launch ~~activities.~~of ~~Our~~new ~~General~~or ~~Partner’s~~modified ~~limited~~risk ~~liability~~tobacco ~~company~~products ~~agreement~~or ~~establishes~~products awith ~~board~~claims of ~~directors~~reduced ~~that~~risk, ~~will~~require ~~be responsible for~~ the ~~oversight~~recall ofor ~~our~~other ~~business~~removal ~~and operations. Our General Partner’s board~~ of ~~directors~~ ~~will~~certain beproducts ~~elected~~from inthe ~~accordance~~marketplace, ~~with~~restrict ~~its~~communications ~~limited liability company agreement~~including marketing, ~~where Mr. Frija (or~~advertising, ~~following~~and ~~his~~educational ~~withdrawal, death~~campaigns orregarding ~~disability,~~the ~~any~~product ~~successor~~category ~~founder~~to ~~designated~~adult ~~by him)~~consumers, ~~will~~restrict ~~have~~ the ~~power~~ability to ~~appoint and remove the directors of our General~~differentiate ~~Partner.~~products, ~~Following~~create ~~the~~a ~~withdrawal,~~competitive ~~death~~advantage or ~~disability~~disadvantage offor ~~Kevin~~certain ~~Frija~~companies, ~~(and~~impose ~~any~~additional ~~successor founder)~~manufacturing, ~~the~~labeling ~~power~~or ~~to appoint and remove the~~packaging ~~directors~~requirements, ofinterrupt ~~our~~manufacturing ~~General~~or ~~Partner~~otherwise ~~will~~significantly ~~revert~~increase to the ~~members~~cost of ~~our~~doing ~~General~~business, ~~Partner~~or ~~who~~restrict ~~hold~~or aprevent ~~majority~~the inuse ~~interest in our General Partner.~~of ~~Our~~specified ~~common~~products ~~unit-holders~~in docertain ~~not~~locations ~~elect our General Partner~~ or ~~its~~the ~~board~~sale of ~~directors~~products ~~and,~~by ~~unlike~~certain ~~the~~retail ~~holders~~establishments. Any of ~~common~~these ~~stock~~actions inmay aalso ~~corporation, will~~ have ~~only~~a material ~~limited~~adverse ~~voting~~effect ~~rights~~ on ~~matters affecting~~ our business ~~and therefore limited ability to influence decisions regarding our business~~. Each ~~Furthermore,~~of if our ~~common~~products ~~unit~~are ~~holders~~also ~~are~~subject ~~dissatisfied~~to ~~with~~intense ~~the~~competition ~~performance~~and ofchanges ~~our~~in ~~General~~adult ~~Partner~~consumer preferences, ~~they~~which could ~~will~~ have ~~little ability~~a tomaterial ~~remove~~adverse ~~our~~effect ~~General~~on ~~Partner~~our business.

31Many of our products contain nicotine, which is considered to be a highly addictive substance.

~~Our~~Many ~~ability~~of toour ~~retain~~products ~~our~~contain ~~management~~nicotine, a chemical found in cigarettes, e-cigarettes, certain other vapor products and other tobacco products, which is considered to be highly addictive. ~~critical~~The Family Smoking Prevention and Tobacco Control Act empowers the FDA to ~~our~~regulate ~~success~~the amount of nicotine found in vapor products, but may not require the reduction of nicotine yields of a vapor product to zero. Any FDA regulation may require us to reformulate, recall and ~~our~~or ~~ability~~discontinue certain of the products we may sell from time to ~~grow~~time, ~~depends~~which may have a material adverse effect on our ability to ~~attract~~market our ~~additional~~products ~~key~~and ~~personnel~~have a material adverse effect on our business, financial condition, results of operations, cash flows and or future prospects.

Our success depends on our ability to attract and retain managers, executive officers and qualified personnel. We anticipate that it will be necessary for us to attract and retain key personnel in order to develop our business and pursue our growth strategy. The market for qualified managers is extremely competitive and as such our inability to attract and retain key personnel would adversely affect in the short term, our continuity of operations and in the long term our profitability.29

~~The~~Significant ~~control~~increases in state and local regulation of our ~~General~~products ~~Partner~~have ~~may be~~been ~~transferred~~proposed or enacted and are likely to acontinue ~~third~~to ~~party~~be ~~without~~proposed ~~common~~or ~~unitholder~~enacted ~~consent~~in numerous jurisdictions.

~~Our~~There ~~General~~has ~~Partner~~been ~~may~~increasing ~~transfer~~activity ~~its~~on ~~General~~the state ~~Partner~~and ~~interest~~local levels with respect to ascrutiny ~~third~~of ~~party~~e-products. inState aand ~~merger~~local orgovernmental ~~consolidation~~bodies ~~without~~across the ~~consent~~U.S. ofhave ~~our~~indicated ~~common~~e-products may ~~unitholders~~become subject to new laws and regulations at the state and local levels. ~~Furthermore~~Further, atsome ~~any~~states ~~time~~and cities, ~~the~~ ~~members~~have ofenacted ~~our~~regulations that ~~General~~require ~~Partner~~obtaining ~~may~~a ~~sell~~tobacco orretail ~~transfer~~license ~~all~~in ororder ~~part~~to ofsell ~~their~~electronic ~~limited~~cigarettes ~~liability~~and ~~company~~vaporizer ~~interests~~products. inMany ~~our~~states ~~General~~and ~~Partner~~some cities ~~without~~have passed laws restricting the ~~approval~~sale of ~~the~~electronic ~~common~~cigarettes ~~unitholders,~~and ~~subject~~vaporizer products to ~~certain~~minors. ~~restrictions~~If asone ~~described~~or ~~elsewhere~~more instates ~~this~~from ~~annual~~which ~~report.~~we Agenerate or ~~new~~anticipate ~~general partner~~generating ~~and/or~~significant ~~owner~~sales ~~could~~of ~~have~~e-products ~~different~~bring ~~business~~actions ~~objectives~~to ~~and/or~~prevent ~~philosophies~~us ~~then~~from selling our ~~current~~e-products ~~business~~unless ~~objectives~~we ~~and/or~~obtain ~~philosophies,~~certain ~~employ~~licenses, ~~individuals~~approvals ~~who~~or ~~are~~permits, ~~less~~and ~~experienced~~if inwe ~~our~~are ~~current~~not ~~business,~~able beto ~~unsuccessful~~obtain inthe ~~identifying~~necessary ~~new~~licenses, ~~opportunities~~approvals inor ~~our~~permits ~~current area~~for offinancial ~~business~~reasons or otherwise ~~have~~and/or aany ~~track~~such ~~record~~license, ~~that~~approval isor ~~not~~permit asis ~~successful~~determined asto ~~VPR~~be ~~Brand’s~~overly ~~track~~burdensome ~~record.~~to Ifus, ~~any~~then ofwe ~~the~~may ~~foregoing~~be ~~were~~required to ~~occur,~~ wecease ~~could~~sales and ~~experience~~distribution ~~difficulty~~of inour ~~operating~~products ~~our~~to ~~business~~those states, ~~and~~which ~~the~~could ~~value~~have ofa material adverse effect on our business, ~~our~~ results of operations and ~~our financial~~ ~~condition~~financial ~~could materially suffer~~condition.

WeCertain ~~have~~states ~~hired~~ and ~~will~~cities ~~need~~have toalready ~~hire additional~~restricted ~~qualified~~the ~~accounting~~use ~~and~~of ~~administrative~~electronic ~~personnel~~cigarettes inand ~~order~~vaporizer toproducts ~~remediate~~in ~~material~~smoke-free ~~weaknesses~~venues. inAdditional ~~our~~city, ~~internal~~state ~~control~~or ~~over~~federal ~~financial~~regulators, ~~accounting~~municipalities, ~~and~~local wegovernments ~~will~~and ~~need~~private toindustry ~~expend~~may ~~additional~~enact ~~resources~~rules and ~~efforts~~regulations torestricting ~~establish~~the use of electronic cigarettes and ~~maintain~~vaporizer ~~the~~products in ~~effectiveness~~those same places where cigarettes cannot be smoked. Because of these restrictions, our ~~internal~~customers ~~control~~may ~~over~~reduce or otherwise cease using ~~financial~~our ~~reporting~~e-products, ~~and~~which could have a material adverse effect on our ~~disclosure~~business, ~~controls~~results of operations and ~~procedures~~financial condition.

AsThere ~~a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002. Our management~~ is ~~required~~uncertainty torelated evaluate and disclose its assessment of the effectiveness of our internal control over financial reporting as of each year-end, including disclosing any “material weakness” in our internal control over financial reporting. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of its assessment, management has determined that there were material weaknesses due to the ~~lack of segregation of duties and sufficient internal controls~~federal ~~(including~~regulation ~~technology-based general controls) that encompass our Company as a whole with respect to entity and transactions level controls in order to ensure complete documentation~~ of ~~complex and non~~e-~~routine transactions and adequate financial reporting~~products. IfIncreased weregulatory ~~continue~~compliance ~~to experience~~burdens ~~material weaknesses in our internal controls or fail to maintain or implement required new or improved controls, such circumstances~~ could ~~cause~~have us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor attestation reports. Due to these material weaknesses, management concluded that, as of December 31, 2023, our internal control over financial reporting was not effective. Management also concluded that our disclosure controls and procedures were not effective as of December 31, 2023. Although the number of employees has grown as a ~~result of the hiring of additional accounting and information technology staff, we cannot assure you that we will have sufficient resources to resolve these~~ material ~~weaknesses.~~adverse ~~These weaknesses have the potential to adversely~~ impact ~~our~~on ~~financial reporting process and~~ our ~~financial~~business ~~reports.~~development ~~We will need to hire additional qualified accounting and administrative personnel in order to resolve these material weaknesses~~efforts.

32Since their introduction, there has been significant uncertainty regarding whether, how and when tobacco regulations would apply to certain of our products, such as e-cigarettes, e-liquids, vaporizers, and other related products. Based on a decision in December 2010 by the U.S. Court of Appeals for the D.C. Circuit (the “Sottera decision”), the FDA is permitted to regulate electronic cigarettes containing tobacco-derived nicotine as “tobacco products” under the Tobacco Control Act.

WeEffective ~~are~~August ~~required~~8, 2016, FDA’s regulatory authority under the Tobacco Control Act was extended to ~~comply~~all ~~with~~remaining tobacco products, including: (i) certain ~~provisions~~ ofnew ~~Section~~products ~~404~~(such ofas ~~the~~electronic cigarettes, ~~Sarbanes~~vaporizers and e-~~Oxley~~liquids) ~~Act~~and oftheir ~~2002~~components or parts (such as tanks, coils and batteries); (ii) cigars and their components or parts (such as ~~amended~~cigar tobacco); (~~the~~iii) ~~“Sarbanes-Oxley~~pipe ~~Act”~~tobacco; (iv) ~~and~~hookah ifproducts; weor ~~fail~~(v) toany ~~continue~~other tobacco product “newly deemed” by FDA. These deeming regulations apply to ~~comply,~~all ~~our~~products ~~business~~made ~~could~~or bederived ~~harmed,~~from ~~and~~tobacco ~~the~~intended ~~price~~for human consumption but excluding accessories of ~~our~~tobacco ~~securities~~products ~~could~~(such ~~decline~~as lighters).

~~Rules~~The ~~adopted~~deeming byregulations ~~the~~require ~~SEC~~us ~~pursuant~~ to ~~Section~~(i) register ~~404~~with of the ~~Sarbanes-Oxley~~FDA ~~Act~~and ~~require~~report anproduct ~~annual assessment of internal control over financial reporting,~~ and ~~for~~ingredient ~~certain~~listings; ~~issuers~~(ii) anmarket ~~attestation of~~newly ~~this~~deemed ~~assessment~~products byonly ~~the~~after ~~issuer’s~~FDA ~~independent~~review ~~registered~~and ~~public~~approval; ~~accounting~~(iii) ~~firm.~~only make ~~The~~direct ~~standards~~and ~~that~~implied ~~must~~claims beof ~~met~~reduced ~~for~~risk ~~management to~~if ~~assess~~ the ~~internal~~FDA ~~control~~approves ~~over~~after ~~financial~~finding ~~reporting~~that asscientific ~~effective~~evidence ~~are~~supports ~~evolving~~the ~~and~~claim ~~complex,~~ and ~~require significant documentation,~~that ~~testing,~~marketing ~~and possible remediation to meet~~ the ~~detailed~~product ~~standards.~~will Webenefit ~~expect~~public tohealth ~~incur~~as ~~significant~~a ~~expenses~~whole; ~~and~~(iv) torefrain ~~devote~~from ~~resources~~distributing ~~to Section~~free ~~404~~samples; ~~compliance~~(v) onimplement anminimum ~~ongoing~~age ~~basis.~~and identification Itrestrictions isto ~~difficult~~prevent ~~for~~sales us to ~~predict~~individuals ~~how~~under ~~long~~age it18; ~~will~~(vi) ~~take~~develop oran ~~costly~~approved itwarning ~~will~~plan beand toinclude ~~complete~~prescribed ~~the~~health ~~assessment~~warnings ofon ~~the~~packaging ~~effectiveness~~and ofadvertisements; ~~our~~and ~~internal~~(vii) ~~control~~refrain ~~over~~from ~~financial~~selling ~~reporting~~the ~~for~~products ~~each~~in ~~year~~vending ~~and~~machines, tounless ~~remediate~~the ~~any~~machine ~~deficiencies~~is located in ~~our~~a ~~internal~~facility ~~control~~that ~~over~~never ~~financial~~admits ~~reporting~~youth. AsNewly-deemed atobacco ~~result,~~products weare ~~may~~also ~~not~~subject ~~be able~~ to ~~complete~~ the ~~assessment~~other ~~and~~requirements ~~remediation~~of ~~process on a timely basis. In~~ the ~~event~~Tobacco Control ~~that~~Act, ~~our~~such ~~Chief~~as ~~Executive Officer or principal financial officer determines~~ that ~~our~~they ~~internal control over financial reporting is~~ not ~~effective~~be asadulterated ~~defined~~or ~~under~~misbranded. ~~Section~~The ~~404,~~FDA wecould ~~cannot~~in ~~predict~~the ~~how~~future ~~regulators~~promulgate ~~will~~good ~~react~~manufacturing orpractice ~~how the market~~regulations ~~prices~~for ofthese and our ~~securities~~other ~~will be affected; however~~products, wewhich ~~believe~~could ~~that~~have ~~there~~a ismaterial aadverse ~~risk~~impact ~~that~~on ~~investor~~our ~~confidence~~ability and the ~~market~~cost ~~value~~to of manufacture our ~~securities may be negatively affected~~products.

~~We are subject to cyber-security risks, including those related to customer, employee, vendor or other company data and including in connection with integration of acquired businesses and operations.~~30

WeThe ~~use~~anticipated ~~information~~costs ~~technologies~~of tocomplying ~~securely~~with ~~manage~~future ~~operations~~FDA ~~and~~regulations ~~various~~will ~~business~~be ~~functions.~~dependent ~~We rely~~ on ~~various~~the ~~technologies,~~rules ~~some~~issued ~~of which are managed~~ by ~~third~~the ~~parties~~FDA, tothe ~~process,~~timing ~~transmit~~ and ~~store~~clarity ~~electronic~~of ~~information,~~any ~~and~~new torules ~~manage~~ or ~~support~~guidance adocuments ~~variety of business processes and activities, including reporting on our~~accompanying ~~business~~these ~~and interacting with customers~~rules, ~~vendors~~the ~~and~~reliability ~~employees. In addition, we collect~~ and ~~store~~simplicity ~~certain data, including proprietary business information, and may have access to confidential~~ (or ~~personal~~complexity) ~~information~~of ~~that~~the iselectronic ~~subject to privacy and security laws, regulations and customer-imposed controls. Our~~ systems ~~are~~utilized ~~subject to repeated attempts~~ by ~~third~~FDA ~~parties~~for ~~to access~~ information ~~or to disrupt our systems. Despite our security design~~ and ~~controls,~~reports ~~and those of our third-party providers, we may become subject~~ to ~~system damage, disruptions~~be ~~or shutdowns due to any number of causes~~submitted, ~~including~~and ~~cyber-attacks,~~the ~~breaches,~~details ~~employee~~required ~~error~~by orFDA ~~malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, service providers, natural disasters or other catastrophic events. It is possible~~ for such ~~vulnerabilities~~information toand ~~remain~~reports ~~undetected~~with ~~for~~respect anto ~~extended~~each ~~period.~~regulated Weproduct ~~may~~(which ~~face~~have ~~other~~yet ~~challenges and risks as we upgrade and standardize~~to ~~our~~be ~~information~~issued ~~technology~~by ~~systems as part of our integration of acquired businesses and operations~~FDA). WeFailure ~~have~~to ~~contingency~~comply ~~plans~~with inexisting ~~place to prevent~~ or ~~mitigate~~new ~~the~~FDA ~~impact~~regulatory ofrequirements ~~these events, however, these events~~ could result in ~~operational~~significant ~~disruptions~~financial ~~or the misappropriation~~penalties ~~of sensitive data,~~ and ~~depending on their nature and scope,~~ could ~~lead~~have toa ~~the~~material ~~compromise~~adverse ofeffect ~~confidential~~on ~~information, improper use of~~ our ~~systems and networks~~business, ~~manipulation~~results ~~and destruction~~ of ~~data~~operations, ~~defective~~financial ~~products,~~condition ~~production~~and ~~downtimes~~ability ~~and~~to ~~operational~~market ~~disruptions~~ and ~~exposure~~sell ~~to liability~~our products. ~~Such~~Compliance ~~disruptions or misappropriations~~ and ~~the~~related ~~resulting~~costs ~~repercussions,~~could ~~including~~be ~~reputational~~substantial ~~damage~~ and ~~legal claims~~could orsignificantly ~~proceedings,~~increase ~~may~~the ~~adversely~~costs ~~affect our results~~ of ~~operations,~~operating ~~cash~~in ~~flows~~our NewGen and cigar ~~financial condition,~~ and ~~the~~pipe ~~trading~~tobacco ~~price~~product ~~of our common stock~~markets.

33In addition, failure to comply with the Tobacco Control Act and with FDA regulatory requirements could result in litigation, criminal convictions or significant financial penalties and could impair our ability to market and sell our electronic and vaporizer products. At present, we are not able to predict whether the Tobacco Control Act will impact our products to a greater degree than competitors in the industry, thus affecting our competitive position.

~~This~~Furthermore, ~~risk~~neither isthe ~~enhanced~~Prevent inAll ~~certain jurisdictions~~Cigarette ~~with~~Trafficking ~~stringent~~Act ~~data~~nor ~~privacy~~the ~~laws.~~Federal ~~For~~Cigarette ~~example,~~Labeling ~~California~~and ~~recently~~Advertising ~~adopted~~Act ~~the~~currently ~~California~~apply ~~Consumer~~to ~~Privacy~~NewGen ~~Act~~products. ofThere ~~2018~~may, ~~(“CCPA”)~~in the future, also ~~which~~be ~~provides~~increased ~~new~~regulation ~~data~~of ~~privacy~~additives ~~rights~~in ~~for~~smokeless ~~consumers~~products and ~~new~~internet ~~operational~~sales ~~requirements~~of ~~for~~NewGen ~~businesses~~products. The ~~CCPA~~application ~~includes~~of aeither ~~statutory~~or ~~damages~~both of ~~framework~~these ~~and~~federal ~~private~~laws, ~~rights~~and of ~~action~~any ~~against~~new ~~businesses~~laws ~~that~~or ~~fail~~regulations towhich ~~comply~~may ~~with~~be ~~certain~~adopted ~~CCPA~~in ~~terms~~the future, to NewGen products or ~~implement~~such ~~reasonable~~additives ~~security~~could ~~procedures~~result in additional expenses and ~~practices~~require us to ~~prevent~~change ~~data~~our ~~breaches.~~advertising ~~The~~and ~~CCPA~~labeling, ~~went~~and ~~into~~methods of marketing and distribution of our products, any of which could have a material adverse effect inon ~~January~~our ~~2020~~business, results of operations and financial condition.

~~The~~Recent ~~business~~bans ~~that~~on wethe ~~conduct~~sales ~~outside~~of ~~the~~flavored e-cigarettes ~~U.S.~~directly ~~may~~impact bethe ~~adversely~~markets ~~affected~~in bywhich ~~international~~we ~~risk~~may sell our products, and ~~uncertainties~~may have a material adverse impact on our business.

~~Although~~On ~~our~~January ~~operations~~2, ~~are~~2020, ~~based~~the inFDA ~~the~~issued ~~United~~an enforcement ~~States,~~policy weeffectively ~~conduct~~banning ~~business~~the ~~outside~~sale of flavored cartridge-based e-cigarettes marketed primarily by large manufacturers in the United States without ~~and~~prior ~~expect~~authorization tofrom ~~continue~~the toFDA, dowhich sopolicy went into effect in ~~the~~February ~~future~~2020. ~~Any~~In ~~business~~addition, ~~that~~several westate ~~conduct~~and local governments ~~outside~~have temporarily or permanently banned the sale of flavored e-cigarettes as of the ~~United~~date ~~States~~of ishereof, ~~subject~~although tosome ~~additional~~bans ~~risks~~have ~~that~~been ~~may~~temporarily halted by judicially imposed injunctions. For example, effective January 1, 2025, the state of California prohibits retailers from selling flavored tobacco products, including e-cigarettes and vapes. Other states and municipalities are considering implementing similar restrictions, and some cities have implemented more restrictive measures than their state counterparts, such as San Francisco, which in June 2019, approved a ~~material~~ban ~~adverse~~on ~~effect~~the sale of flavored nicotine products, including vaping liquids and menthol cigarettes. Any ban on ~~our~~the ~~ability~~sale toof ~~continue~~flavored ~~conducting~~e-cigarettes ~~business~~directly limits the markets in ~~certain~~which ~~international~~we ~~markets~~may sell our products. In the event the prevalence of such bans increases across the United States, our ~~including~~business, ~~without~~results ~~limitation:~~of operations and financial condition will be materially harmed.

●There ~~Potentially~~is ~~reduced~~uncertainty ~~protection~~related ~~for~~to ~~intellectual~~the ~~property~~regulation of ~~rights;~~flavored e-cigarette liquid and vaporization products and certain other consumption accessories, including the possibility that all flavored e-cigarette liquid and vaporization products may be recalled or removed from the market entirely. Any increased regulatory compliance burdens will have a material adverse impact on our operations and future business development efforts.

●There ~~Unexpected~~has ~~changes~~been inincreasing ~~tariffs~~activity on the federal, state, ~~trade~~and ~~barriers~~local levels with respect to scrutiny of flavored e-cigarette liquid and vaporizer products, including the FDA’s recently announced enforcement policy regarding flavored cartridge-based e-cigarette products, and there is uncertainty regarding whether and in what circumstances federal, state, or local regulatory ~~requirements;~~authorities will seek to develop and/or enforce regulations relative to other products used for the vaporization of nicotine. Federal, state, and local governmental bodies across the United States have indicated that flavored e-cigarette liquid, vaporization products and certain other consumption accessories may become subject to new laws and regulations at the state and local levels. In addition to initiatives taken by the FDA at the federal level, there are 29 states with specific laws around how to package vaping products. In addition, certain states have temporarily banned the sale of flavored e-cigarettes. Many states, provinces, and some cities have passed laws restricting the sale of e-cigarettes and certain other nicotine vaporizer products.

~~● Economic weakness, including inflation or political instability, in particular foreign economies and markets;~~31

●Changes ~~Business~~to ~~interruptions~~the ~~resulting~~application ~~from~~of ~~geo-political~~existing ~~actions~~laws and regulations, ~~including~~and/or ~~war~~the ~~and~~implementation ~~terrorism~~of any new laws or ~~natural~~regulations ~~disasters~~that may be adopted in the future, ~~including~~at ~~earthquakes~~a federal, ~~hurricanes~~state, ~~typhoons~~or local level, ~~floods~~directly or indirectly implicating flavored e-cigarette liquid and ~~fires;~~products used for the vaporization of nicotine would materially limit our ability to sell such products, result in additional compliance expenses, and require us to change our labeling and methods of distribution, any of which would have a material adverse effect on our business, results of operations and financial condition.

●The ~~Failure~~regulation toof ~~comply~~tobacco ~~with~~products ~~Office~~by ofthe ~~Foreign~~FDA ~~Asset~~in ~~Control~~the ~~rules~~United States and ~~regulations~~the ~~and~~issuance ~~the~~of ~~Foreign~~Deeming ~~Corrupt~~Regulations ~~Practices~~may ~~Act~~materially ~~(“FCPA”)~~adversely affect our business.

~~These~~The ~~factors~~“Deeming orRegulations” issued by the FDA in May 2016 require any ~~combination~~e-liquid, e-cigarettes, and other vaping products considered to be Deemed Tobacco Products that were not commercially marketed as of ~~these~~the ~~factors~~grandfathering date of February 15, 2007, to obtain premarket approval by the FDA before any new e-liquid ~~may~~or ~~adversely~~other ~~affect~~vaping products can be marketed in the United States. However, any Deemed Tobacco Products such as certain products from our product ~~revenue~~lines that were on the market in the United States prior to August 8, 2016 have a grace period to continue to market such products, ending on May 12, 2020 whereby a premarket application, likely though the PMTA pathway, must be completed and filed with the FDA. Upon submission of a PMTA, products would then be able to be marketed pending the FDA’s review of the submission. Without obtaining marketing authorization by the FDA prior to May 12, 2020 or ~~our~~having ~~overall~~submitted ~~financial~~a PMTA by ~~performance~~such date, non-authorized products would be required to be removed from the market in the United States until such authorization could be obtained, although such products may continue to be sold if a PMTA is pending as of the May 12, 2020 deadline.

34As of the date of this Annual Report on Form 10-K, we are not preparing to submit PMTAs for certain of our traditional nicotine electronic cigarette and vapor products, including, but not limited to menthol and/or tobacco products. We are evaluating the potential investment and returns associated with filing additional PMTAs for our products which we expect to cost at least $750,000 per sku application, which cost may vary based on several factors including the selection of contract research organizations to assist with the application process, as well as variable costs associated with scientific, market perception and clinical studies that may be required in connection with each PMTA. If we do not submit a PMTA for any our products considered to be Deemed Tobacco Products prior to the lapse of the grace period or if any PMTA submitted is denied, we will be required to cease the marketing and distribution of such our products, which, in turn, would have a material adverse effect on our business, results of operations and financial condition. Furthermore, there can be no assurance that if we were to complete a PMTA for any of the affected our products, that any application would be approved by the FDA.

~~RISKS~~The ~~RELATED~~market TOfor ~~REGULATION~~electronic ~~AND~~cigarettes ~~MARKET~~and vapor products is a niche market, subject to a great deal of uncertainty and is still evolving.

Electronic cigarettes and vapor products, having recently been introduced to market, are still at an early stage of development, represent a niche market and are evolving rapidly and are characterized by an increasing number of market entrants. Our ~~business~~future issales ~~primarily~~and ~~involved~~any infuture profits are substantially dependent upon the ~~sales~~widespread acceptance and use of ~~products~~electronic ~~that~~cigarettes. ~~contain~~Rapid ~~nicotine~~growth in the use of, and~~/or~~ ~~CBD~~interest in, ~~which~~electronic ~~faces~~cigarettes ~~significant~~is ~~regulation~~recent, and may not continue on a lasting basis. The demand and ~~actions~~market ~~that~~acceptance ~~may~~for ~~have~~these products is subject to a ~~material~~high ~~adverse~~level of uncertainty. ~~effect~~Therefore, onwe are subject to all of the business risks associated with a new enterprise in a niche market, including risks of unforeseen capital requirements, failure of widespread market acceptance of electronic cigarettes and vapor products, in general or, specifically our products, failure to establish business relationships and competitive disadvantages as against larger and more established competitors.

~~Our~~There ~~current business~~ is ~~primarily~~substantial ~~involved~~concern in regarding the effect ~~sale~~ of ~~products~~long-term ~~that~~use ~~contain nicotine and/or CBD. The general market in which our products are sold faces significant governmental regulation and private sector actions, including efforts aimed at reducing the incidence~~ of ~~use~~electronic incigarettes ~~minors~~ and ~~efforts~~vaping ~~seeking~~products. toDespite ~~hold~~ the ~~importers,~~recent ~~makers~~outbreak ~~and sellers~~ of ~~these products responsible for alleged adverse health effects associated with the use of, in particular, inhalable, vaporized e~~vaping-~~liquid~~related ~~solutions~~lung ~~containing nicotine derived from tobacco. More broadly~~injuries, ~~new regulatory actions by~~ the ~~FDA and~~ ~~other~~medical ~~federal,~~profession ~~state~~does ornot ~~local~~yet ~~governments~~definitively orknow ~~agencies~~the ~~have~~cause anof ~~impact~~such ~~the~~injuries. ~~consumer~~Should ~~acceptability~~electronic ofcigarettes or ~~access~~vapor ~~to our~~ products, including ~~regulations promulgated by FDA which will require us to file PMTA(s) for any of~~ our products, ~~that~~be ~~are~~determined ~~identified~~conclusively ~~as “Deemed Tobacco Products” by the FDA that we intend~~ to ~~market~~pose ~~and~~long-term ~~sell~~health ~~after May 2020. Additionally~~risks, onincluding ~~January~~a 2,risk ~~2020, the FDA issued an enforcement policy effectively banning the sale~~ of ~~flavored cartridge~~vaping-~~based~~related ~~e-cigarettes~~lung ~~marketed primarily by large manufacturers in the United States without prior authorization from the FDA~~injury, ~~which~~our ~~policy went into effect in February 2020. According to the FDA, it is expected~~business ~~that the new policy~~ will ~~have~~be ~~minimal~~negatively ~~impact on small manufacturers, such as vape shops, that sell non-cartridge based products~~impacted. We believe that any ban on flavored e-cigarettes, or similar enforcement action by the FDA, would have a significant material adverse impact on the our products, which would, in turn, have a material adverse impact on our overall business.

~~Additional~~Because ~~regulatory~~electronic ~~challenges~~cigarettes ~~may~~and ~~come~~vapor ~~in future~~products ~~months~~have been developed and ~~years~~commercialized recently, ~~including~~ the ~~FDA’s~~medical ~~publication~~profession ofhas ~~new~~not ~~product~~yet ~~standards~~had ora ~~additional~~sufficient ~~rule~~period ~~making~~of ~~that~~time ~~may~~to ~~impact~~fully ~~vape shops~~realize orthe ~~other~~long-term ~~small~~health effects ~~manufacturers,~~attributable ~~limit~~to ~~adult~~electronic ~~consumer~~cigarette ~~choices,~~and ~~delay~~vapor orproduct ~~prevent~~use. ~~the~~In ~~launch~~November of2019, ~~new~~officials orat ~~modified~~the ~~risk~~CDC ~~tobacco~~reported ~~products or~~a ~~products~~breakthrough ~~with~~in the ~~claims~~investigation ofinto ~~reduced risk, require~~ the ~~recall~~outbreak orof ~~other~~vaping-related ~~removal~~lung ofinjuries. ~~certain~~The ~~products~~CDC’s ~~from~~principal ~~the~~deputy ~~marketplace~~director, ~~restrict~~Dr. ~~communications including~~Anne ~~marketing~~Schuchat, ~~advertising,~~stated that ~~and~~“vitamin ~~educational~~E ~~campaigns~~acetate ~~regarding~~is ~~the~~a ~~product~~known ~~category~~additive used to ~~adult~~dilute ~~consumers,~~liquid ~~restrict~~in ~~the~~e-cigarettes ~~ability~~or ~~to differentiate~~vaping products, ~~create~~that acontain ~~competitive~~THC,” ~~advantage~~suggesting the orpossible ~~disadvantage~~culprit for ~~certain~~the ~~companies,~~series ~~impose~~of ~~additional~~lung ~~manufacturing,~~injuries ~~labeling or~~across ~~packaging~~the ~~requirements,~~U.S. ~~interrupt~~As ~~manufacturing~~a orresult, ~~otherwise~~there ~~significantly~~is ~~increase~~currently ~~the~~no ~~cost~~way of ~~doing~~knowing ~~business,~~whether or ~~restrict or prevent~~not ~~the~~vapor ~~use~~products ofare ~~specified~~safe ~~products~~for intheir ~~certain~~intended ~~locations~~use. orIf the ~~sale~~medical ofprofession ~~products~~were byto ~~certain~~determine ~~retail~~conclusively ~~establishments.~~that ~~Any~~electronic ofcigarette ~~these actions may~~or ~~also~~vapor ~~have~~product ausage ~~material~~poses ~~adverse~~long-term ~~effect~~health onrisks, ~~our~~the ~~business. Each~~use of ~~our~~such products, ~~are~~including ~~also~~our ~~subject~~products, tocould ~~intense competition and changes in adult consumer preferences~~decline, which could have a material adverse effect on our business, results of operations and financial condition.

~~Many of our products contain nicotine, which is considered to be a highly addictive substance.~~32

~~Many~~Possible ofyet ~~our~~unanticipated ~~products~~changes ~~contain nicotine, a chemical found~~ in ~~cigarettes, e-cigarettes, certain other vapor products and other tobacco products, which is considered to be highly addictive.~~federal ~~The Family Smoking Prevention~~ and ~~Tobacco~~state ~~Control~~law ~~Act~~could ~~empowers~~cause ~~the~~any ~~FDA to regulate the amount~~ of ~~nicotine~~our ~~found~~current ~~in vapor~~ products, ~~but may~~containing ~~not~~hemp-derived CBD ~~require the reduction of nicotine yields of a vapor product~~ oil to ~~zero.~~be ~~Any~~illegal, ~~FDA~~or ~~regulation~~could ~~may~~otherwise ~~require us to reformulate~~prohibit, ~~recall~~ ~~and~~limit or ~~discontinue~~restrict ~~certain~~any of ~~the products we may sell from time to time, which may have a material adverse effect on~~ our ~~ability to market our~~ products ~~and~~containing ~~have a material adverse effect on our business, financial condition, results of operations, cash flows and or future prospects~~CBD.

35We distribute certain products containing hemp-derived CBD, and we currently intend to develop and launch additional products containing hemp-derived CBD in the future. Until 2014, when 7 U.S. Code §5940 became federal law as part of the Agricultural Act of 2014 (the “2014 Farm Act”), products containing oils derived from hemp, notwithstanding a minimal or non-existing THC content, were classified as Schedule I illegal drugs. The 2014 Farm Act expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the “2018 Farm Act”), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3% THC, from Schedule 1 status under the Controlled Substances Act, and legalizing the cultivation and sale of industrial-hemp at the federal level, subject to compliance with certain federal requirements and state law, amongst other things. More specifically, industrial hemp is defined as “the plant Cannabis sativa L. and any part of such plant, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.” The hemp oil we use comports with this definition of less than 0.3% THC. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana. There is no assurance that the 2018 Farm Act will not be repealed or amended such that our products containing hemp-derived CBD would once again be deemed illegal under federal law.

~~Significant~~The ~~increases~~2018 inFarm ~~state~~Act delegates the authority to the states to regulate and ~~local~~limit the production of hemp and hemp derived products within their territories. Although many states have adopted ~~regulation~~laws and regulations that allow for the production and sale of hemp and hemp derived products under certain circumstances, currently Idaho, Mississippi and South Dakota have not adopted laws and regulations permitted by the 2018 Farm Act. No assurance can be given that such state laws may not be implemented, repealed or amended such that our products containing hemp-derived CBD would be deemed legal in those states that have ~~been~~not ~~proposed~~adopted regulations pursuant to the 2018 Farm Act, or ~~enacted~~illegal under the laws of one or more states now permitting such products, which in turn would render such intended products illegal in those states under federal law even if the federal law is unchanged. In the event of either repeal of federal or of state laws and regulations, or of amendments thereto that are ~~likely~~adverse to ~~continue~~our intended toproducts, we may be ~~proposed~~restricted or ~~enacted~~limited inwith ~~numerous~~respect ~~jurisdictions~~to those products that we may sell or distribute, which could adversely impact our intended business plan with respect to such intended products.

~~There~~Additionally, ~~has~~the ~~been~~FDA ~~increasing~~has ~~activity~~indicated onits ~~the~~view ~~state~~that ~~and~~certain ~~local~~types ~~levels~~of ~~with~~products ~~respect~~containing toCBD ~~scrutiny~~may ofnot ~~e-products~~be permissible under the FDCA. ~~State~~The ~~and~~FDA’s ~~local~~position ~~governmental~~is ~~bodies~~related ~~across~~to ~~the~~its ~~U.S.~~approval ~~have~~of Epidiolex, ~~indicated~~a emarijuana-~~products may~~derived ~~become~~prescription ~~subject~~medicine to ~~new~~be ~~laws~~available ~~and~~in ~~regulations~~the atUnited ~~the~~States. ~~state~~The ~~and~~active ~~local~~ingredient ~~levels~~in Epidiolex is CBD. On ~~Further~~December 20, ~~some~~2018, ~~states~~after ~~and~~the ~~cities~~passage of the 2018 Farm Bill, ~~have~~the ~~enacted~~FDA ~~regulations that~~then-Commissioner ~~require~~Scott ~~obtaining~~Gottlieb issued a ~~tobacco~~statement ~~retail~~in ~~license~~which he inreiterated ~~order~~the toFDA’s ~~sell~~position ~~electronic~~that, ~~cigarettes~~among ~~and~~other ~~vaporizer~~things, ~~products.~~the ~~Many~~FDA ~~states~~requires ~~and~~a ~~some~~cannabis ~~cities~~product (hemp-derived or otherwise) ~~have~~that ~~passed~~is ~~laws~~marketed ~~restricting~~with ~~the~~a ~~sale~~claim of ~~electronic~~therapeutic ~~cigarettes~~benefit, ~~and~~or ~~vaporizer~~with ~~products~~any other disease claim, to ~~minors.~~be Ifapproved ~~one~~by orthe ~~more~~FDA ~~states~~for ~~from~~its ~~which~~intended weuse ~~generate~~before orit ~~anticipate~~may ~~generating~~be ~~significant~~introduced ~~sales~~into ofinterstate ~~e-products~~commerce ~~bring~~and ~~actions~~that tothe ~~prevent~~FDCA usprohibits ~~from~~introducing ~~selling~~into ~~our~~interstate ~~e-products~~commerce ~~unless~~food weproducts ~~obtain~~containing ~~certain~~added ~~licenses~~CBD, ~~approvals~~and ormarketing ~~permits~~products containing CBD as a dietary supplement, ~~and~~regardless ifof wewhether the substances are hemp-derived. We do not ~~able~~believe tothat ~~obtain~~any of our products fall within the ~~necessary~~FDA’s ~~licenses,~~regulatory ~~approvals~~authority orreiterated ~~permits~~by ~~for~~the ~~financial~~FDA ~~reasons~~Commissioner in December 2018, oras ~~otherwise~~we have not, and~~/or~~ ~~any~~do ~~such~~not ~~license,~~intend ~~approval~~to ormarket ~~permit~~any isof ~~determined~~our toproducts bewith ~~overly~~a ~~burdensome~~claim toof ~~us,~~therapeutic ~~then~~benefit weor ~~may~~with beany ~~required~~other todisease ~~cease~~claim. However, ~~sales~~should ~~and~~any ~~distribution~~regulatory ofaction, ~~our~~including ~~products~~action totaken ~~those~~by ~~states~~the FDA, ~~which~~and/or legal proceeding alleging violations of such laws could have a material adverse effect on our business, ~~results~~financial ofcondition ~~operations~~ and ~~financial~~results ~~condition~~of operations.

~~Certain~~If ~~states~~our ~~and~~hemp ~~cities~~oil ~~have already restricted the use of electronic cigarettes and vaporizer~~ products inare ~~smoke-free~~found ~~venues.~~to ~~Additional~~violate federal ~~city,~~law ~~state~~ or ~~federal~~if ~~regulators,~~there ~~municipalities, local~~is ~~governments~~negative ~~and~~press ~~private~~from ~~industry~~being ~~may enact rules and regulations restricting the use of electronic cigarettes and vaporizer products~~ in ~~those~~a ~~same~~hemp ~~places where cigarettes cannot be smoked. Because of these restrictions, our customers may reduce~~ or ~~otherwise cease using our e~~cannabis-~~products~~related business, ~~which~~we could ~~have~~be acriminally ~~material~~prosecuted ~~adverse~~or ~~effect~~forced to onsuspend ~~our~~or ~~business,~~cease ~~results of~~ operations ~~and financial condition~~.

Although we sell vaporizers that are for use with medical marijuana, we do not sell the medical marijuana component. We do sell products with hemp oil as an ingredient. There is ~~uncertainty~~a ~~related~~misconception that tothat hemp and marijuana are the ~~federal~~ same thing. This perception drives much of the regulation of e-hemp products. ~~Increased~~Although ~~regulatory~~hemp ~~compliance~~and ~~burdens~~marijuana are ~~could~~both ~~have~~part aof ~~material~~the ~~adverse~~cannabis ~~impact~~family, they differ in cultivation, function, and application. Despite the use of marijuana becoming more widely legalized, it is viewed by many regulators and many others as an illegal product. Hemp, on the other hand, is used in a variety of other ways that include clothing, skin products, pet products, dietary supplements (the use of CBD oil), and thousands of other applications. Hemp may be legally sold, however the inability of many to understand the difference between hemp and marijuana often causes burdensome regulation and confusion among potential customers. Therefore, we may be affected by laws related to cannabis and marijuana, even though our ~~business~~products ~~development~~are ~~efforts~~not the direct targets of these laws.

Since their introduction, there has been significant uncertainty regarding whether, how and when tobacco regulations would apply to certain of our products, such as e-cigarettes, e-liquids, vaporizers, and other related products. Based on a decision in December 2010 by the U.S. Court of Appeals for the D.C. Circuit (the “Sottera decision”), the FDA is permitted to regulate electronic cigarettes containing tobacco-derived nicotine as “tobacco products” under the Tobacco Control Act.33

~~Effective~~Cannabis ~~August~~is 8,currently ~~2016,~~a ~~FDA’s~~Schedule ~~regulatory~~I controlled ~~authority~~substance under the ~~Tobacco~~Controlled ~~Control~~Substance Act ~~was~~(“CSA”) ~~extended~~and tois, ~~all~~therefore, ~~remaining~~illegal ~~tobacco~~under ~~products,~~federal ~~including:~~law. ~~(i)~~Even ~~certain~~in ~~new~~those ~~products~~states ~~(such as~~in ~~electronic~~which ~~cigarettes,~~the ~~vaporizers~~use ~~and~~of ~~e-liquids)~~cannabis ~~and~~has ~~their~~been ~~components~~legalized orpursuant ~~parts~~to ~~(such~~state aslaw, ~~tanks~~its use, ~~coils~~possession and/or ~~batteries);~~cultivation ~~(ii)~~remains ~~cigars~~a ~~and~~violation of federal ~~their~~law. ~~components~~A orSchedule ~~parts~~I ~~(such~~controlled substance is defined as ~~cigar~~one ~~tobacco);~~that ~~(iii)~~has ~~pipe~~no ~~tobacco;~~currently ~~(iv)~~accepted ~~hookah~~medical ~~products;~~use orin the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (vthe “DOJ”) ~~any~~describes ~~other~~Schedule I ~~tobacco~~controlled ~~product~~substances as “~~newly deemed”~~the bymost ~~FDA~~dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” ~~These~~If ~~deeming~~the ~~regulations~~federal ~~apply~~government decides to ~~all~~enforce ~~products~~the ~~made~~CSA orin ~~derived~~the ~~from~~states, ~~tobacco~~persons ~~intended~~that ~~for~~are ~~human~~charged ~~consumption~~with ~~but~~distributing, possessing ~~excluding~~with ~~accessories~~intent to distribute or growing cannabis could be subject to fines and/or terms of ~~tobacco~~imprisonment, ~~products~~the ~~(such~~maximum asbeing ~~lighters)~~life imprisonment and a $50 million fine.

~~The~~Currently, ~~deeming~~25 ~~regulations~~states ~~require us to (i) register with the FDA~~ and ~~report~~Washington, ~~product~~D.C. ~~and~~have ~~ingredient~~legalized ~~listings;~~recreational use ~~(ii)~~for ~~market~~adults ~~newly~~21 ~~deemed~~years ~~products only after FDA review~~ and ~~approval;~~older, ~~(iii) only~~while ~~make~~38 ~~direct~~states ~~and~~have ~~implied~~legal ~~claims~~medical ofmarijuana ~~reduced~~programs. ~~risk~~An ifadditional ~~the~~11 ~~FDA~~states ~~approves~~permit ~~after finding that scientific evidence supports~~ the ~~claim~~use ~~and that~~of ~~marketing the product will benefit public health as a whole; (iv) refrain from distributing free samples; (v) implement minimum~~products ~~age~~containing CBD and ~~identification~~small ~~restrictions~~amounts toof ~~prevent~~tetrahydrocannabinol ~~sales to individuals under age 18;~~ (viTHC). ~~develop~~Such anstate ~~approved warning plan~~ and ~~include~~territorial ~~prescribed health~~laws ~~warnings~~are ~~on packaging and advertisements; and (vii) refrain from selling the products~~ in ~~vending~~conflict ~~machines,~~with ~~unless~~ the ~~machine is~~federal ~~located in a facility that never admits youth. Newly-deemed tobacco products are also subject to the other requirements of the Tobacco Control Act~~CSA, ~~such as that they not be adulterated or misbranded. The FDA could in the future promulgate good manufacturing practice regulations~~ ~~for these and our other products,~~ which ~~could~~makes ~~have~~cannabis ause ~~material~~and ~~adverse~~possession ~~impact~~illegal onat ~~our ability and~~ the ~~cost~~federal ~~to manufacture our products~~level.

36However, cannabis, as mentioned above, is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of cannabis has been legalized, its production and use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal laws regarding marijuana that would apply to the sale and distribution of our hemp oil products could result in criminal charges brought against us and would likely result in our inability to proceed with our business plan.

~~The~~In ~~anticipated~~addition, ~~costs~~any ofnegative ~~complying~~press ~~with~~resulting ~~future~~from ~~FDA~~any ~~regulations~~incorrect ~~will~~perception bethat ~~dependent~~we onhave ~~the~~entered ~~rules~~into ~~issued~~the bymarijuana ~~the~~space ~~FDA,~~could ~~the~~result ~~timing~~in ~~and~~a ~~clarity~~loss of ~~any~~current ~~new rules~~ or ~~guidance~~future ~~documents~~business. ~~accompanying~~It could ~~these~~also ~~rules,~~adversely affect the ~~reliability~~public’s ~~and~~perception ~~simplicity~~of ~~(or~~us ~~complexity)~~and oflead ~~the~~to ~~electronic~~reluctance ~~systems~~by ~~utilized~~new byparties ~~FDA~~to ~~for~~do ~~information~~business ~~and~~with ~~reports~~us or to be ~~submitted,~~own ~~and~~our ~~the~~common stock. ~~details~~We ~~required~~cannot byassure ~~FDA~~you ~~for~~that ~~such~~additional ~~information~~business ~~and~~partners, ~~reports~~including ~~with~~but ~~respect~~not limited to ~~each~~financial ~~regulated~~institutions ~~product~~and ~~(which~~customers, ~~have yet~~will tonot beattempt ~~issued~~to byend ~~FDA).~~or ~~Failure~~curtail totheir ~~comply~~relationships with ~~existing~~us. orAny ~~new~~such ~~FDA~~negative ~~regulatory~~press ~~requirements~~or ~~could~~cessation ~~result~~of inbusiness ~~significant financial penalties and~~ could have a material adverse effect on our business, ~~results of operations,~~ financial condition, and ~~ability~~results ~~to market and sell our products. Compliance and related costs could be substantial and could significantly increase the costs~~ of ~~operating in our NewGen and cigar and pipe tobacco product markets~~operations.

InOur ~~addition,~~product ~~failure~~candidates toare ~~comply~~not ~~with~~approved by the ~~Tobacco Control~~FDA ~~Act~~or ~~and~~other ~~with FDA~~ regulatory ~~requirements could result in litigation~~authority, ~~criminal convictions or significant financial penalties~~ and ~~could~~we ~~impair~~face ~~our~~risks ~~ability~~of tounforeseen ~~market~~medical ~~and~~problems, ~~sell our electronic~~ and ~~vaporizer~~up ~~products. At present, we are not able~~ to ~~predict whether the Tobacco Control Act will impact our products to~~ a ~~greater~~complete ~~degree~~ban ~~than~~on ~~competitors in~~ the ~~industry,~~sale ~~thus~~of ~~affecting~~ our ~~competitive~~product ~~position~~candidates.

~~Furthermore,~~The ~~neither~~efficacy ~~the~~and ~~Prevent~~safety ~~All~~of ~~Cigarette~~pharmaceutical products ~~Trafficking~~is ~~Act~~established ~~nor~~through ~~the~~a ~~Federal~~process ~~Cigarette~~of ~~Labeling~~clinical ~~and~~testing ~~Advertising~~under ~~Act~~FDA ~~currently~~oversight. ~~apply~~Our ~~to NewGen~~ products. ~~There~~have ~~may,~~not ingone ~~the~~through ~~future, also~~this beprocess ~~increased~~because ~~regulation~~we ofbelieve that ~~additives~~the intopical ~~smokeless~~ products, ~~and~~we ~~internet~~sell ~~sales~~are ofnot ~~NewGen~~subject ~~products.~~to ~~The~~this ~~application~~process. ofHowever, ~~either~~if oran ~~both of~~individual ~~these~~were ~~federal~~to ~~laws,~~use ~~and~~one of ~~any~~our ~~new~~products ~~laws~~in oran ~~regulations~~improper manner, ~~which~~we ~~may~~cannot bepredict ~~adopted~~the inpotential ~~the~~medical ~~future,~~harm to ~~NewGen~~that ~~products~~individual. orIf such ~~additives~~an ~~could result~~event inwere ~~additional expenses and require us~~ to ~~change our advertising and labeling~~occur, ~~and~~the ~~methods~~FDA ofor ~~marketing~~similar ~~and distribution of our~~regulatory ~~products,~~agency ~~any~~might ofimpose ~~which could have~~ a ~~material~~complete ~~adverse~~ban ~~effect~~ on ~~our~~the ~~business,~~sale ~~results~~or use of ~~operations~~our ~~and financial condition~~products.

~~Recent~~Sources ~~bans on the sales~~ of ~~flavored e~~ hemp-~~cigarettes directly~~derived ~~impact~~CBD ~~the~~depend ~~markets~~upon legality inof ~~which~~cultivation, ~~we may sell our products~~processing, marketing and ~~may~~sales ~~have~~of aproducts ~~material~~derived ~~adverse~~from ~~impact~~those onplants ~~our~~under ~~business~~state law.

OnHemp-derived ~~January~~CBD 2,can ~~2020,~~only ~~the~~be ~~FDA~~legally ~~issued an enforcement~~produced ~~policy~~in ~~effectively~~states ~~banning~~that ~~the~~have ~~sale~~laws ofand ~~flavored~~regulations ~~cartridge-based~~that ~~e-cigarettes~~allow ~~marketed~~for ~~primarily~~such byproduction ~~large~~and ~~manufacturers~~that incomply with the ~~United States~~2018 ~~without~~Farm ~~prior~~Act, apart ~~authorization~~ from ~~the~~state laws ~~FDA,~~legalizing ~~which~~and ~~policy~~regulating ~~went~~medical ~~into~~and ~~effect~~recreational incannabis ~~February~~or ~~2020. In addition~~marijuana, ~~several~~which ~~state~~remains ~~and~~illegal ~~local governments~~under ~~have~~federal ~~temporarily~~law orand ~~permanently~~regulations. We ~~banned~~purchase ~~the~~all ~~sale~~ of ~~flavored~~our ehemp-~~cigarettes~~derived asCBD offrom ~~the~~licensed ~~date~~growers ofand ~~hereof,~~processors ~~although~~in ~~some~~states ~~bans~~where ~~have been~~such ~~temporarily~~production ~~halted~~is ~~by judicially imposed injunctions~~legal. ~~Other~~As ~~states~~described ~~and~~in the ~~municipalities~~preceding ~~are~~risk ~~considering~~factor, ~~implementing~~in ~~similar~~the ~~restrictions, and~~event ~~some~~of ~~cities~~repeal ~~have~~or ~~implemented~~amendment ~~more~~of ~~restrictive~~laws ~~measures~~and ~~than~~regulations ~~their~~which ~~state~~are ~~counterparts,~~now ~~such~~favorable asto ~~San~~the ~~Francisco,~~cannabis/hemp ~~which~~ industry in ~~June~~such ~~2019~~states, ~~approved~~ awe ~~new~~would ~~ban~~be onrequired ~~the~~to ~~sale~~locate ofnew ~~flavored~~suppliers ~~nicotine~~in ~~products,~~states ~~including~~with ~~vaping~~laws ~~liquids~~ and ~~menthol~~regulations ~~cigarettes.~~that ~~Any~~qualify ~~ban~~under on the ~~sale~~2018 ofFarm Act. ~~flavored~~If ~~e-cigarettes~~we ~~directly~~were ~~limits~~to ~~the~~be ~~markets~~unsuccessful in ~~which~~arranging wenew ~~may~~sources ~~sell~~of ~~our~~supply ~~products.~~of Inour ~~the~~raw ~~event~~ingredients, ~~the~~or ~~prevalence~~if ofour ~~such~~raw ~~bans~~ingredients ~~increases across~~were ~~the~~to ~~United~~become ~~States~~legally unavailable, our intended business, ~~results~~plan ofwith ~~operations~~respect ~~and~~to ~~financial~~such ~~condition~~products ~~will~~could be ~~materially~~adversely ~~harmed~~impacted.

There is uncertainty related to the regulation of flavored e-cigarette liquid and vaporization products and certain other consumption accessories, including the possibility that all flavored e-cigarette liquid and vaporization products may be recalled or removed from the market entirely. Any increased regulatory compliance burdens will have a material adverse impact on our operations and future business development efforts.34

~~There~~Because ~~has~~our ~~been~~distributors ~~increasing~~may ~~activity~~only onsell ~~the federal, state,~~ and ~~local levels with respect to scrutiny of flavored e-cigarette liquid and vaporizer products, including the FDA’s recently~~ ~~announced~~ship ~~enforcement~~our ~~policy regarding flavored cartridge-based e-cigarette~~ products, ~~and~~containing ~~there is uncertainty regarding whether and~~ hemp-derived CBD in ~~what~~states ~~circumstances~~that ~~federal,~~have ~~state,~~adopted orlaws ~~local regulatory authorities will seek to develop~~ and~~/or~~ ~~enforce~~ regulations ~~relative~~qualifying tounder ~~other products used for~~ the ~~vaporization~~2018 ~~of nicotine. Federal~~Farm Act, ~~state,~~a ~~and~~reduction ~~local~~in ~~governmental bodies across~~ the ~~United~~number ~~States~~of ~~have~~states ~~indicated that~~having ~~flavored~~such ~~e-cigarette~~qualifying ~~liquid, vaporization products and certain other consumption accessories may become subject to new~~ laws and regulations atcould ~~the state and local levels. In addition to initiatives taken by the FDA at the federal level~~limit, ~~there~~restrict ~~are~~or 29otherwise ~~states~~preclude ~~with specific laws around how to package vaping products. In addition, certain states have temporarily banned~~ the sale of ~~flavored~~intended ~~e-cigarettes. Many~~products ~~states, provinces, and some cities have passed laws restricting the sale of e~~containing hemp-~~cigarettes~~derived ~~and certain other nicotine vaporizer products~~CBD.

37The interstate shipment of hemp-derived CBD from one state to another is legal only where both states have laws and regulations that allow for the production and sale of such products and that qualify under the 2018 Farm Act. Therefore, the marketing and sale of our intended products containing hemp-derived CBD is limited by such factors and is restricted to such states. Although we believe we may lawfully sell any of our finished products, including those containing CBD, in a majority of states, a repeal or adverse amendment of laws and regulations that are now favorable to the distribution, marketing and sale of finished products we intend to sell could significantly limit, restrict or prevent us from generating revenue related to our products that contain hemp-derived CBD. Any such repeal or adverse amendment of now favorable laws and regulations could have an adverse impact on our business plan with respect to such products.

~~Changes~~Our tobusiness, ~~the~~results ~~application~~ of ~~existing~~operations ~~laws~~ and financial ~~regulations,~~condition ~~and/or~~could ~~the implementation of any new laws or regulations that may~~ be ~~adopted~~adversely inaffected ~~the~~if ~~future,~~we atare ataxed ~~federal,~~like ~~state,~~other ortobacco ~~local level,~~products ~~directly~~ or ~~indirectly~~if ~~implicating~~we ~~flavored~~are ~~e-cigarette~~required ~~liquid and products used for the vaporization of nicotine would materially limit our ability~~ to ~~sell~~collect ~~such products, result in additional compliance expenses,~~ and ~~require~~remit ussales ~~to change our labeling and methods~~tax ofon ~~distribution,~~certain ~~any~~ of ~~which would have a material adverse effect on~~ our ~~business,~~internet ~~results of operations and financial condition~~sales.

~~The~~Presently ~~regulation~~the sale of e-products is generally not subject to federal, state and local excise taxes like the sale of conventional cigarettes or other tobacco products, byall of which generally have high tax ~~the~~rates ~~FDA~~and have faced significant increases in the ~~United~~amount ~~States~~of taxes collected on their sales. In recent years, however, state and ~~the~~local governments ~~issuance~~have taken actions to move towards imposing excise taxes on e-products. Certain localities impose excise taxes on electronic cigarettes and/or liquid vapor. Other jurisdictions are contemplating similar legislation and other restrictions on electronic cigarettes. As of ~~Deeming~~March ~~Regulations~~2025, ~~may~~more ~~materially~~than ~~adversely~~32 ~~affect~~and the ~~Company~~District of Columbia tax vape products. This represents a significant change since 2015, when only three states and Washington, D.C. had a vape tax.

~~The~~Should ~~“Deeming Regulations” issued by the FDA in May 2016 require any e-liquid~~federal, ~~e-cigarettes,~~state and ~~other~~local ~~vaping~~governments ~~products considered to be Deemed Tobacco Products that were~~and ~~not~~or ~~commercially~~other ~~marketed~~taxing asauthorities ofbegin ~~the~~or ~~grandfathering~~continue ~~date~~to ofimpose ~~February~~excise ~~15,~~taxes ~~2007,~~similar to ~~obtain~~those ~~premarket~~levied ~~approval~~against byconventional ~~the~~cigarettes ~~FDA~~and ~~before~~tobacco products ~~any~~on ~~new~~ e-~~liquid or other vaping~~ products ~~can be marketed in the United States. However~~, ~~any~~it ~~Deemed~~may ~~Tobacco Products such as certain products from our product lines that were on the market in the United States prior to August 8, 2016~~ have a ~~grace~~material ~~period~~adverse toeffect ~~continue to market such products, ending~~ on ~~May 12, 2020 whereby a premarket application, likely though~~ the ~~PMTA~~demand ~~pathway,~~for ~~must~~these ~~be completed and filed with the FDA. Upon submission of a PMTA~~products, ~~products~~as ~~would~~consumers ~~then~~may be ~~able~~unwilling to bepay ~~marketed pending~~ the ~~FDA’s review of the submission.~~ ~~Without~~increased ~~obtaining marketing authorization by the FDA prior to May 12~~costs, ~~2020~~which ~~or having submitted a PMTA by such date, non-authorized products would be required to be removed from the market~~ in ~~the~~turn ~~United States until such authorization~~ could behave ~~obtained,~~a ~~although~~material ~~such products~~adverse ~~may~~effect ~~continue~~on toour bebusiness, ~~sold~~results ~~if a PMTA is pending as~~ of ~~the~~operations ~~May~~and ~~12,~~financial ~~2020 deadline~~condition.

AsWe ofmay ~~the~~be ~~date~~unable ofto ~~this~~establish ~~Annual~~the ~~Report~~systems ~~on Form~~and ~~10-K,~~processes weneeded ~~are not preparing~~ to ~~submit~~track ~~PMTAs for certain of our traditional nicotine electronic cigarette~~ and ~~vapor~~submit ~~products,~~the ~~including, but~~excise ~~not limited to menthol~~ and~~/or~~ ~~tobacco~~sales ~~products.~~taxes Wewe ~~are~~collect ~~also~~through ~~evaluating~~Internet ~~the~~sales, ~~potential~~which ~~investment~~would ~~and~~limit ~~returns~~our ~~associated~~ability ~~with~~to ~~filing~~market ~~additional~~our ~~PMTAs for other~~ products ~~after~~through ~~the~~our ~~May~~websites ~~2020~~which ~~expiration~~would ofhave ~~the~~a ~~grace~~material ~~period~~adverse ~~(which~~effect on ~~April~~our 22business, ~~2020~~results ~~the~~of ~~FDA~~operations ~~was~~and ~~granted~~financial bycondition. ~~the~~States ~~court,~~such aas ~~120-day~~New ~~extension~~York, ofHawaii, ~~the~~Rhode ~~May~~Island 12and ~~deadline)~~North ~~which~~Carolina wehave ~~expect~~begun tocollecting ~~cost~~sales attaxes ~~least~~on ~~$750,000~~Internet ~~per~~sales ~~application,~~where ~~which~~companies ~~cost may vary~~have ~~based~~used onindependent ~~several~~contractors ~~factors~~in ~~including~~those ~~the~~states ~~selection~~to ofsolicit ~~contract~~sales ~~research~~from ~~organizations~~residents toof ~~assist~~that ~~with~~state. ~~the~~The ~~application~~requirement ~~process~~to collect, astrack ~~well~~and asremit ~~variable~~sales ~~costs~~taxes ~~associated~~based ~~with~~on ~~scientific,~~independent ~~market~~affiliate ~~perception~~sales ~~and clinical studies that~~ may berequire ~~required~~us into ~~connection~~increase ~~with~~our ~~each~~prices, ~~PMTA. If~~which wemay doaffect ~~not~~demand ~~submit a PMTA~~ for ~~any~~ our products ~~considered~~or ~~to be Deemed Tobacco Products prior to the lapse of the grace period~~conversely orreduce ifour ~~any PMTA submitted~~net byprofit ~~the Company is denied~~margin, weeither ~~will be required to cease the marketing and distribution~~ of ~~such our products,~~ which, ~~in turn,~~ would have a material adverse effect on ~~the~~our ~~Company’s~~ business, results of operations and financial condition. ~~Furthermore, there can be no assurance that if the Company were to complete a PMTA for any of the affected our products, that any application would be approved by the FDA.~~

~~The~~We ~~market~~may ~~for~~have ~~electronic~~a ~~cigarettes~~difficult ~~and vapor~~time ~~products~~obtaining isthe various ainsurances ~~niche~~that ~~market,~~are ~~subject~~desired to aoperate ~~great~~our ~~deal~~business ofin ~~uncertainty~~the ~~and~~CBD isindustry, ~~still~~which ~~evolving~~may expose us to additional risk and financial liability.

~~Electronic~~Insurance ~~cigarettes~~that ~~and~~is ~~vapor~~otherwise ~~products,~~readily ~~having~~available, ~~recently~~such ~~been~~as ~~introduced~~general ~~to market~~liability, ~~are~~and ~~still~~directors atand anofficer’s ~~early stage of development~~insurance, ~~represent~~may abecome ~~niche~~more ~~market~~difficult ~~and~~for ~~are~~us ~~evolving~~to ~~rapidly~~find, and ~~are~~ ~~characterized~~more byexpensive, due anto ~~increasing~~our ~~number~~recent launch of ~~market~~certain ~~entrants.~~products ~~Our~~containing ~~future~~hemp-derived ~~sales~~CBD. ~~and~~There ~~any future profits~~ are ~~substantially~~no ~~dependent~~guarantees ~~upon the~~that ~~widespread~~we ~~acceptance~~will ~~and~~be ~~use~~able ofto ~~electronic~~find ~~cigarettes.~~such ~~Rapid growth~~ insurances in the ~~use of~~future, ~~and~~or ~~interest~~that ~~in,~~the ~~electronic~~cost ~~cigarettes~~will isbe ~~recent, and~~affordable ~~may~~to ~~not continue on a lasting basis~~us. ~~The~~If ~~demand~~we ~~and~~are ~~market~~forced ~~acceptance for these products is subject~~ to ago ~~high~~without ~~level~~such ~~of uncertainty. Therefore~~insurances, weit ~~are~~may ~~subject~~prevent tous ~~all~~from ofentering into ~~the~~certain business ~~risks associated with a new enterprise in a niche market~~sectors, ~~including~~may ~~risks~~inhibit ofour ~~unforeseen capital requirements~~growth, ~~failure of widespread market acceptance of electronic cigarettes~~ and ~~vapor~~may ~~products,~~expose inus ~~general or, specifically our products, failure~~ to ~~establish~~additional ~~business~~risk ~~relationships~~ and ~~competitive~~financial ~~disadvantages as against larger and more established competitors~~liabilities.

There is substantial concern regarding the effect of long-term use of electronic cigarettes and vaping products. Despite the recent outbreak of vaping-related lung injuries, the medical profession does not yet definitively know the cause of such injuries. Should electronic cigarettes or vapor products, including our products, be determined conclusively to pose long-term health risks, including a risk of vaping-related lung injury, our business will be negatively impacted. 35

~~Because~~RISKS ~~electronic~~RELATING ~~cigarettes~~TO ~~and~~OUR ~~vapor~~COMMON products have been developed and commercialized recently, the medical profession has not yet had a sufficient period of time to fully realize the long-term health effects attributable to electronic cigarette and vapor product use. On November 8, (2022?) officials at the CDC reported a breakthrough in the investigation into the outbreak of vaping-related lung injuries. The CDC’s principal deputy director, Dr. Anne Schuchat, stated that “vitamin E acetate is a known additive used to dilute liquid in e-cigarettes or vaping products that contain THC,” suggesting the possible culprit for the series of lung injuries across the U.S. As a result, there is currently no way of knowing whether or not vapor products are safe for their intended use. If the medical profession were to determine conclusively that electronic cigarette or vapor product usage poses long-term health risks, the use of such products, including our products, could decline, which could have a material adverse effect on our business, results of operations and financial condition.UNITS

38Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common units.

~~Possible~~Our ~~yet~~common ~~unanticipated~~units ~~changes~~are inquoted on the OTCQB tier ~~federal~~of the OTC Markets. Trading in securities quoted on the OTC Markets is often thin and ~~state~~characterized ~~law~~by ~~could~~wide ~~cause~~fluctuations ~~any~~in oftrading ~~our~~prices, due ~~current~~to ~~products~~many factors, ~~containing~~some ~~hemp-derived CBD~~of ~~oil~~ which may have little to bedo ~~illegal,~~with our operations or business prospects. This volatility could ~~otherwise~~depress the ~~prohibit~~market price of our common units for reasons unrelated to operating performance. Moreover, ~~limit~~the orOTC ~~restrict~~Markets ~~any~~is not a stock exchange, and trading of ~~our~~securities ~~products~~on ~~containing~~the ~~CBD~~OTC Markets is often more sporadic than the trading of securities listed on a quotation system like Nasdaq Capital Market or a stock exchange like the NYSE American.

WeOur ~~distribute~~stock ~~certain~~price ~~products~~is ~~containing~~likely ~~hemp-derived CBD, and we currently intend~~ to ~~develop~~be ~~and~~highly ~~launch additional products containing hemp-derived CBD in the future. Until 2014, when 7 U.S.~~volatile ~~Code~~because ~~§5940 became federal law as part~~ of ~~the~~several ~~Agricultural Act of 2014 (the “2014 Farm Act”)~~factors, ~~products~~including ~~containing oils derived from hemp, notwithstanding~~ a ~~minimal~~limited orpublic ~~non-existing THC content, were classified as Schedule I illegal drugs~~float. The 2014 Farm Act expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the “2018 Farm Act”), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3% THC, from Schedule 1 status under the Controlled Substances Act, and legalizing the cultivation and sale of industrial-hemp at the federal level, subject to compliance with certain federal requirements and state law, amongst other things. More specifically, industrial hemp is defined as “the plant Cannabis sativa L. and any part of such plant, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.” The hemp oil we use comports with this definition of less than 0.3% THC. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana. There is no assurance that the 2018 Farm Act will not be repealed or amended such that our products containing hemp-derived CBD would once again be deemed illegal under federal law.

The ~~2018~~market ~~Farm~~price ~~Act~~of ~~delegates~~our ~~the~~common ~~authority~~units tohas been ~~the~~volatile ~~states~~in ~~to regulate and limit~~ the ~~production~~past ~~of hemp~~ and ~~hemp derived products within their territories. Although many states have adopted laws and regulations that allow for~~ the ~~production~~market ~~and~~price ~~sale~~ of ~~hemp~~our ~~and~~common ~~hemp~~units ~~derived~~is ~~products~~likely ~~under~~to ~~certain~~be ~~circumstances,~~highly ~~currently Idaho,~~volatile ~~Mississippi~~in ~~and South Dakota have not adopted laws and regulations permitted by~~ the ~~2018 Farm Act~~future. NoYou ~~assurance can be given that such state laws~~ may not be ~~implemented,~~able ~~repealed or amended such that our products containing hemp-derived CBD would be deemed legal in those states that have not adopted regulations pursuant~~ to ~~the 2018 Farm Act, or illegal under the laws of one or more states now~~resell ~~permitting~~our ~~such~~common ~~products,~~units ~~which~~following inperiods ~~turn would render such intended products illegal in those states under federal law even if the federal law is unchanged. In the event~~ of ~~either~~volatility ~~repeal~~because of ~~federal~~the ormarket’s ~~of state laws and regulations, or of amendments thereto that are~~ adverse to ~~our~~reaction ~~intended products, we may be restricted or limited with respect~~ to ~~those products that we may sell or distribute, which could adversely impact our intended business plan with respect to such intended products~~volatility.

~~Additionally,~~Other ~~the~~factors ~~FDA has indicated its view~~ that ~~certain~~could ~~types~~cause ofsuch ~~products containing CBD~~ volatility may ~~not be permissible under the FDCA. The FDA’s position is related to its approval of Epidiolex~~include, a marijuana-derived prescription medicine to be available in the United States. The active ingredient in Epidiolex is CBD. On December 20, 2018, after the passage of the 2018 Farm Bill, the FDA then-Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA’s position that, among other things, the FDA requires a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit, or with any other disease claim, to be approved by the FDA for its intended use before it may be introduced into interstate commerce and that the FDCA prohibits introducing into interstate commerce food products containing added CBD, and marketing products containing CBD as a dietary supplement, regardless of whether the substances are hemp-derived. We do not believe that any of our products fall within the FDA’s regulatory authority reiterated by the FDA Commissioner in December 2018, as we have not, and do not intend to market any of our products with a claim of therapeutic benefit or with any other disease claim. However, should any regulatory action, including action taken by the FDA, and/or legal proceeding alleging violations of such laws could have a material adverse effect on our business, financial condition and results of operations.:

If● ~~our~~actual ~~hemp oil products are found to violate federal law~~ or ifanticipated ~~there~~fluctuations ~~is negative press from being~~ in aour ~~hemp~~operating ~~or cannabis-related business, we could be criminally prosecuted or forced to suspend or cease operations.~~results;

~~Although~~● ~~we sell vaporizers that are for use with medical marijuana, we do not sell~~ the ~~medical~~absence ~~marijuana component. We do sell products with hemp oil as an ingredient. There is a misconception that that hemp and marijuana are the same thing. This perception drives much~~ of ~~the~~securities ~~regulation~~analysts ofcovering ~~hemp~~us ~~products. Although hemp~~ and ~~marijuana~~distributing ~~are~~research ~~both part of the cannabis family, they differ in cultivation, function,~~ and ~~application.~~recommendations ~~Despite~~about the use of marijuana becoming more widely legalized, it is viewed by many regulators and many others as an illegal product. Hemp, on the other hand, is used in a variety of other ways that include clothing, skin products, pet products, dietary supplements (the use of CBD oil), and thousands of other applications. Hemp may be legally sold, however the inability of many to understand the difference between hemp and marijuana often causes burdensome regulation and confusion among potential customers. Therefore, we may be affected by laws related to cannabis and marijuana, even though our products are not the direct targets of these laws.us;

39● we may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;

~~Cannabis~~● isoverall ~~currently~~stock amarket Schedule I controlled substance under the Controlled Substance Act (“CSA”) and is, therefore, illegal under federal law. Even in those states in which the use of cannabis has been legalized pursuant to state law, its use, possession and/or cultivation remains a violation of federal law. A Schedule I controlled substance is defined as one that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (the “DOJ”) describes Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA in the states, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment and a $50 million fine.fluctuations;

~~Currently,~~● 21announcements ~~states~~concerning ~~and~~our ~~Washington,~~business ~~D.C.~~or ~~have legalized~~those ~~recreational use for adults 21 years and older, while 37 states have legal medical marijuana programs. An additional 11 states permit the use~~ of ~~products~~our containing CBD and small amounts of tetrahydrocannabinol (THC). Such state and territorial laws are in conflict with the federal CSA, which makes cannabis use and possession illegal at the federal level.competitors;

~~However,~~● ~~cannabis,~~actual asor ~~mentioned~~perceived ~~above,~~limitations ison aour ~~schedule-I controlled~~ability ~~substance~~to ~~and~~raise iscapital ~~illegal~~when ~~under~~we ~~federal~~require ~~law. Even in those states in which the use of cannabis has been legalized~~it, ~~its production~~ and use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal laws regarding marijuana that would apply to ~~the~~raise ~~sale~~such ~~and~~capital ~~distribution~~on offavorable ~~our hemp oil products could result in criminal charges brought against us and would likely result in our inability to proceed with our business plan.~~terms;

In● ~~addition,~~conditions ~~any~~or ~~negative~~trends ~~press resulting from any incorrect perception that we have entered into the marijuana space could result~~ in ~~a loss of current or future business. It could also adversely affect~~ the public’s perception of us and lead to reluctance by new parties to do business with us or to own our common stock. We cannot assure you that additional business partners, including but not limited to financial institutions and customers, will not attempt to end or curtail their relationships with us. Any such negative press or cessation of business could have a material adverse effect on our business, financial condition, and results of operations.industry;

~~Our~~● ~~product candidates are not approved by the FDA or other regulatory authority, and we face risks of unforeseen medical problems, and up to a complete ban on the sale of our product candidates.~~litigation;

~~The~~● ~~efficacy~~changes ~~and~~in ~~safety~~market ofvaluations ~~pharmaceutical products is established through a process~~ of ~~clinical~~other testing under FDA oversight. Our products have not gone through this process because we believe that the topical products, we sell are not subject to this process. However, if an individual were to use one of our products in an improper manner, we cannot predict the potential medical harm to that individual. If such an event were to occur, the FDA or similar ~~regulatory~~ ~~agency might impose a complete ban on the sale or use of our products.~~companies;

~~Sources~~● ~~of hemp-derived~~future ~~CBD depend upon legality of cultivation, processing, marketing and~~ sales of ~~products~~common ~~derived from those plants under state law.~~units;

~~Hemp-derived~~● ~~CBD~~departure can only be legally produced in states that have laws and regulations that allow for such production and that comply with the 2018 Farm Act, apart from state laws legalizing and regulating medical and recreational cannabis or marijuana, which remains illegal under federal law and regulations. We purchase all of ~~our~~key ~~hemp-derived~~personnel ~~CBD from licensed growers and processors in states where such production is legal. As described in the preceding risk factor, in the event of repeal~~ or ~~amendment~~failure ~~of laws and regulations which are now favorable~~ to ~~the~~hire ~~cannabis/hemp~~key ~~industry in~~personnel; ~~such states, we would be required to locate new suppliers in states with laws~~ and regulations that qualify under the 2018 Farm Act. If we were to be unsuccessful in arranging new sources of supply of our raw ingredients, or if our raw ingredients were to become legally unavailable, our intended business plan with respect to such products could be adversely impacted.

40● general market conditions.

~~Because~~Any ~~our~~of ~~distributors~~these ~~may~~factors ~~only~~could ~~sell~~have a significant and ~~ship~~adverse ~~our~~impact ~~products~~on ~~containing~~the ~~hemp-derived CBD in~~market ~~states~~price ~~that~~of ~~have~~our ~~adopted~~common ~~laws~~units and/or ~~regulations~~warrants. ~~qualifying~~In ~~under~~addition, the ~~2018 Farm~~stock ~~Act,~~market ~~a reduction~~ in ~~the~~general ~~number~~has ofat ~~states~~times ~~having~~experienced extreme ~~such~~volatility ~~qualifying~~and ~~laws~~rapid ~~and~~decline ~~regulations~~that ~~could~~has ~~limit,~~often ~~restrict~~been unrelated or ~~otherwise~~disproportionate ~~preclude~~to the operating performance of particular companies. These broad market fluctuations may adversely affect the ~~sale~~trading price of ~~intended~~our ~~products~~common ~~containing hemp-derived~~units ~~CBD~~and/or warrants, regardless of our actual operating performance.

The interstate shipment of hemp-derived CBD from one state to another is legal only where both states have laws and regulations that allow for the production and sale of such products and that qualify under the 2018 Farm Act. Therefore, the marketing and sale of our intended products containing hemp-derived CBD is limited by such factors and is restricted to such states. Although we believe we may lawfully sell any of our finished products, including those containing CBD, in a majority of states, a repeal or adverse amendment of laws and regulations that are now favorable to the distribution, marketing and sale of finished products we intend to sell could significantly limit, restrict or prevent us from generating revenue related to our products that contain hemp-derived CBD. Any such repeal or adverse amendment of now favorable laws and regulations could have an adverse impact on our business plan with respect to such products.36

Our ~~business,~~common ~~results~~units ~~of operations and financial condition could be adversely affected if we~~ are ~~taxed~~a ~~like~~“penny ~~other~~stock” under ~~tobacco~~SEC ~~products~~rules. orIt ifmay webe ~~are~~more ~~required~~difficult to ~~collect~~resell ~~and~~securities ~~remit sales~~classified ~~tax~~as on“penny ~~certain of our internet sales~~stock.”

~~Presently~~Our ~~the~~common ~~sale~~units ofis ~~e-products~~a is“penny ~~generally~~stock” ~~not~~under ~~subject~~applicable toSEC ~~federal,~~rules ~~state~~(generally ~~and~~defined ~~local~~as ~~excise~~non-exchange ~~taxes~~traded ~~like~~stock ~~the~~with ~~sale~~a ofper-share ~~conventional~~price ~~cigarettes~~below or$5.00). ~~other~~Unless ~~tobacco~~we ~~products,~~successfully list ~~all~~our ofcommon ~~which generally~~units ~~have~~on ~~high~~a ~~tax~~national ~~rates~~securities ~~and~~exchange, ~~have~~or ~~faced~~attain ~~significant~~and ~~increases~~maintain ina ~~the~~per-unit ~~amount~~price ofabove ~~taxes~~$5.00, ~~collected~~these onrules ~~their~~impose additional sales. Inpractice ~~recent~~requirements ~~years, however,~~on ~~state~~broker-dealers ~~and~~that ~~local~~recommend ~~governments~~the ~~have~~purchase ~~taken~~or ~~actions~~sale of penny stocks to ~~move~~persons ~~towards~~other ~~imposing~~than ~~excise~~those ~~taxes~~who onqualify as ~~e-products~~“established customers” or “accredited investors.” ~~Certain~~For ~~localities~~example, ~~impose~~broker-dealers must determine the appropriateness ~~excise~~for ~~taxes~~non-qualifying onpersons ~~electronic~~of ~~cigarettes~~investments ~~and/or~~in ~~liquid~~penny ~~vapor~~stocks. ~~Other~~Broker-dealers ~~jurisdictions~~must ~~are~~also ~~contemplating~~provide, ~~similar~~prior ~~legislation~~to ~~and~~a ~~other~~transaction ~~restrictions on~~in ~~electronic~~a ~~cigarettes.~~penny Asstock ofnot otherwise ~~March~~exempt ~~2023~~from the rules, ~~more~~a ~~than~~standardized 30risk ~~states~~disclosure ~~tax~~document ~~vape~~that ~~products:~~provides ~~California,~~information ~~Colorado,~~about ~~Connecticut,~~penny ~~Delaware,~~stocks ~~Georgia,~~and the risks in ~~Illinois,~~the ~~Indiana,~~penny ~~Kansas,~~stock ~~Kentucky,~~market. ~~Louisiana,~~The ~~Maine,~~broker-dealer ~~Maryland,~~also ~~Massachusetts,~~must ~~Minnesota,~~provide ~~Nevada,~~the ~~New~~customer ~~Hampshire,~~with ~~New~~current ~~Jersey,~~bid ~~New~~and ~~Mexico~~offer quotations for the penny stock, disclose ~~New~~the ~~York,~~compensation ~~North~~of ~~Carolina,~~the ~~Ohio,~~broker-dealer ~~Oregon,~~and ~~Pennsylvania,~~its ~~Utah,~~salesperson ~~Vermont,~~in ~~Virginia,~~the ~~Washington~~transaction, ~~West~~furnish ~~Virginia,~~monthly ~~Wisconsin,~~account ~~Wyoming,~~statements ~~and~~showing the ~~District~~ market value of ~~Columbia.~~each ~~This~~penny ~~represents~~stock aheld ~~significant~~in ~~change~~the ~~since~~customer’s ~~2015~~account, ~~when~~provide ~~only~~a ~~three~~special ~~states~~written ~~and~~determination ~~Washington,~~that ~~D.C.~~the ~~had~~penny stock is a ~~vape~~suitable ~~tax~~investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

~~Should~~Legal ~~federal,~~remedies ~~state~~available ~~and local governments and or other taxing authorities begin or continue~~ to ~~impose~~an ~~excise~~investor ~~taxes~~in ~~similar to those levied against conventional cigarettes and tobacco~~“penny ~~products~~stocks” ~~on e-products, it~~ may ~~have~~include ~~a material adverse effect on~~ the ~~demand for these products, as consumers may be unwilling to pay the increased costs, which in turn could have a material adverse effect on our business, results of operations and financial condition.~~following:

We● ~~may~~If bea ~~unable~~“penny tostock” ~~establish~~is ~~the~~sold ~~systems and processes needed~~ to ~~track and submit~~ the ~~excise~~investor ~~and~~in ~~sales~~violation ~~taxes we collect through Internet sales, which would limit our ability to market our products through our websites which would have a material adverse effect on our business, results~~ of ~~operations~~the ~~and~~requirements ~~financial~~listed ~~condition. States such as New York~~above, ~~Hawaii,~~or ~~Rhode~~other ~~Island~~federal ~~and~~or ~~North Carolina have begun collecting sales taxes on Internet sales where companies have used independent contractors in those~~ states tosecurities ~~solicit sales from residents of that state. The requirement to collect~~laws, ~~track~~the ~~and remit~~investor ~~sales taxes based on independent affiliate sales~~ may ~~require~~be usable to ~~increase~~cancel ~~our~~the ~~prices,~~purchase ~~which~~and ~~may~~receive ~~affect demand for our products or conversely reduce our net profit margin, either of which would have~~ a ~~material~~refund ~~adverse effect on our business, results~~ of ~~operations and~~the ~~financial condition~~investment.

We● ~~may~~If ~~have~~ a ~~difficult~~“penny ~~time~~stock” ~~obtaining the~~is ~~various~~sold ~~insurances that are desired~~ to ~~operate~~the ~~our~~investor ~~business~~ in ~~the~~a ~~CBD~~fraudulent ~~industry~~manner, ~~which~~the investor may ~~expose~~be usable to ~~additional~~sue ~~risk~~the persons and ~~financial liability~~firms that committed the fraud for damages.

~~Insurance~~These ~~that~~requirements ismay ~~otherwise~~have ~~readily~~the ~~available, such~~effect asof ~~general~~reducing the ~~liability,~~level ~~and~~of ~~directors~~trading ~~and~~activity, ~~officer’s~~if ~~insurance~~any, ~~may~~in ~~become~~the ~~more~~secondary ~~difficult~~market for usa tosecurity ~~find,~~that ~~and~~becomes ~~more~~subject ~~expensive, due~~ to ~~our~~the ~~recent~~penny ~~launch~~stock ofrules. ~~certain~~The ~~products~~additional burdens ~~containing~~imposed ~~hemp~~upon broker-~~derived~~dealers ~~CBD.~~by ~~There~~such ~~are~~requirements nomay ~~guarantees~~discourage ~~that~~broker-dealers wefrom ~~will~~effecting betransactions ~~able to find such insurances~~ in ~~the~~our ~~future~~securities, which orcould ~~that~~severely limit the ~~cost~~market ~~will~~price beand ~~affordable~~liquidity toof usour securities. IfThese werequirements ~~are forced to go without such insurances, it~~ may ~~prevent~~restrict usthe ~~from~~ability ~~entering~~of broker-dealers ~~into~~to ~~certain~~sell ~~business sectors, may inhibit~~ our ~~growth,~~common units and may ~~expose~~affect usyour ability to ~~additional~~resell ~~risk~~our ~~and~~common ~~financial liabilities~~units.

41Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

~~RISKS~~For ~~RELATING~~these TOreasons, ~~OUR~~penny ~~COMMON~~stocks ~~UNITS~~may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common units will no longer be classified as a “penny stock” in the future.

~~Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common units.~~37

Our ~~common~~directors ~~units are quoted on the OTCQB tier of the OTC Markets. Trading in securities quoted on the OTC Markets is often thin~~ and ~~characterized~~officers bycontrol ~~wide~~a ~~fluctuations in trading prices,~~substantial ~~due~~number ~~to many factors, some~~ of ~~which may have little to do with~~ our ~~operations or business prospects. This volatility could depress the market price of our~~ common units ~~for reasons unrelated to operating performance. Moreover~~, ~~the~~decreasing ~~OTC~~your ~~Markets~~influence ~~is not a stock exchange, and trading of securities~~ on ~~the~~unitholder ~~OTC Markets is often more sporadic than the trading of securities listed on a quotation system like Nasdaq Capital Market or a stock exchange like the NYSE American~~decisions.

Our ~~stock~~officers ~~price~~and isdirectors ~~likely~~own to37,742,631 units, or approximately 41.1% of our outstanding common units. As a result, our officers and directors as a group could have a significant influence in delaying, deferring or preventing any potential change in control of our company; they will be ~~highly~~able to strongly influence the actions of our board of directors ~~volatile~~even ~~because~~if they were to cease being directors or officers of ~~several~~our ~~factors,~~company ~~including~~and can effectively control the outcome of actions brought to our unitholders for approval. Such a ~~limited~~high ~~public~~level ~~float~~of ownership may adversely affect the exercise of your voting and other unitholder rights.

~~The~~Units ~~market~~eligible ~~price~~for ~~of our common units has been volatile in the past and the market price of our common units is likely to be highly volatile in the~~ future. ~~You~~sale may ~~not be able to resell~~adversely ~~our~~affect ~~common units following periods of volatility because of~~ the market~~’s adverse reaction to volatility~~.

~~Other~~From ~~factors~~time ~~that~~to ~~could~~time, ~~cause~~certain ~~such~~of ~~volatility~~our unitholders may be eligible to sell all or some of their common units by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate unitholders may ~~include~~sell freely after six months, ~~among~~subject ~~other~~only ~~things:~~to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the 91,746,806 common units outstanding as of March 31, 2025, approximately 46,276,758 units are tradable without restriction. Given the limited trading of our common units, resale of even a small number of our common units pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common units.

●Provisions ~~actual~~of our partnership agreement, as amended, may delay or ~~anticipated~~prevent ~~fluctuations~~a takeover which may not be in ~~our~~the ~~operating~~best ~~results;~~interests of our unitholders.

●Provisions of our partnership agreement may be deemed to have anti-takeover effects. Pursuant to Section 5.6 of the ~~absence~~partnership agreement, the General Partner of the Company may, without the approval of our limited partners, issue additional securities ~~analysts~~for ~~covering~~any uspartnership purpose at any time and ~~distributing~~from ~~research~~time to time for such consideration and ~~recommendations~~on ~~about~~such terms ~~us;~~and conditions as the General Partner shall determine in its sole discretion, all without the approval of any limited partners, and that each additional 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 partnership agreement, the General Partner may, without the approval of any partner, any unitholder or any other person, amend any provision of the partnership agreement to reflect any amendment expressly permitted in the partnership agreement to be made by the General Partner acting along, therefore including the creation of a new class of Company securities with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common units.

●We wedo ~~may~~not ~~have~~expect ato ~~low~~pay ~~trading~~dividends ~~volume~~in ~~for~~the ~~a number of reasons, including that a large portion of our stock is closely held;~~foreseeable future.

●We ~~overall~~do ~~stock~~not ~~market~~intend ~~fluctuations;~~to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common units, and unitholders may be unable to sell their units on favorable terms. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common units.

● announcements concerning our business or those of our competitors;

● actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;

● conditions or trends in the industry;

● litigation;

● changes in market valuations of other similar companies;

● future sales of common units;

● departure of key personnel or failure to hire key personnel; and

● general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common units and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common units and/or warrants, regardless of our actual operating performance.

The issuance of a large number of common units could significantly dilute existing unitholders and negatively impact the market price of our common units.

On February 19, 2020 (“Closing Date”), the Company entered into an Equity Purchase Agreement, dated as of February 19, 2020, with DiamondRock, LLC, a New York limited liability company (“Selling Unitholder”) providing that, upon the terms and subject to the conditions thereof, Selling Unitholder is committed to purchase, on an unconditional basis, shares of common units (“Put Shares”) at an aggregate price of up to $5,000,000 over the course of its term. Pursuant to the terms of the equity purchase agreement, the purchase price for each of the Put Shares equals 85% of the average daily volume weighted average price of the common units during the five trading days following the clearing date associated with the applicable put notice (“Put Notice”). As a result, if we sell shares of common units under the equity purchase agreement, we will be issuing common units at below market prices, which could cause the market price of our common units to decline, and if such issuances are significant in number, the amount of the decline in our market price could also be significant. In general, we are unlikely to sell shares of common units under the equity purchase agreement at a time when the additional dilution to unitholders would be substantial unless we are unable to obtain capital to meet our financial obligations from other sources on better terms at such time. However, if we do, the dilution that could result from such issuances could have a material adverse impact on existing unitholders and could cause the price of our common units to fall rapidly based on the amount of such dilution.

The Selling Unitholder may sell a large number of common units, resulting in substantial diminution to the value of units held by existing unitholders.

Pursuant to the Equity Purchase Agreement, we are prohibited from delivering a Put Notice to the Selling Unitholder to the extent that the issuance of units would cause the Selling Unitholder to beneficially own more than 4.99% of our then-outstanding common units. These restrictions, however, do not prevent the Selling Unitholder from selling common units received in connection with the Equity Line and then receiving additional common units in connection with a subsequent issuance. In this way, the Selling Unitholder could sell more than 4.99% of the outstanding common units in a relatively short time frame while never holding more than 4.99% at any one time. As a result, existing unitholders and new investors could experience substantial diminution in the value of their common units. Additionally, we do not have the right to control the timing and amount of any sales by the Selling Unitholder of the units issued under the Equity Line.

Our common units are a “penny stock” under SEC rules. It may be more difficult to resell securities classified as “penny stock.”

Our common units is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we successfully list our common units on a national securities exchange, or attain and maintain a per-unit price above $5.00, these rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

● If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

● If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common units and may affect your ability to resell our common units.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common units will no longer be classified as a “penny stock” in the future.

Our directors and officers control a substantial number of our common units, decreasing your influence on unitholder decisions.

Our officers and directors own 36,241,521 units, or approximately 40.51% of our outstanding common units. As a result, our officers and directors as a group could have a significant influence in delaying, deferring or preventing any potential change in control of our company; they will be able to strongly influence the actions of our board of directors even if they were to cease being directors or officers of our company and can effectively control the outcome of actions brought to our unitholders for approval. Such a high level of ownership may adversely affect the exercise of your voting and other unitholder rights.

Units eligible for future sale may adversely affect the market.

From time to time, certain of our unitholders may be eligible to sell all or some of their common units by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate unitholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the 88,804,035 common units outstanding as of December 31, 2023, approximately 43,260,350 units are tradable without restriction. Given the limited trading of our common units, resale of even a small number of our common units pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common units.

Provisions of our partnership agreement, as amended, may delay or prevent a takeover which may not be in the best interests of our unitholders.

Provisions of the Partnership Agreement of the Company, as amended, may be deemed to have anti-takeover effects. Pursuant to Section 5.6 of the Partnership Agreement, the General Partner of the Company may, without the approval of the Company’s limited partners, issue additional securities of the Company for any partnership 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 Partnership Agreement to reflect any amendment expressly permitted in the Partnership Agreement to be made by the General Partner acting along, therefore including the creation of a new class of Company securities with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common units.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common units, and unitholders may be unable to sell their units on favorable terms. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common units.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Risk Management and Strategy

Our comprehensive risk management strategy for the assessment, identification and management of material risks stemming from cybersecurity threats involves a systematic evaluation of potential threats, vulnerabilities, and their potential impacts on our organization’s operations, data, and systems.

4438

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program, including legal, compliance, strategic, operational, and financial risk areas. The cybersecurity risk management program includes:

●

Risk assessments designed to help identify material cybersecurity risks to our critical systems, information, and broader enterprise IT environment;

●

A team principally responsible for managing (i) cybersecurity risk assessment processes, (ii) security controls, and (iii) response to cybersecurity incidents;

●

The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of security controls;

●

Cybersecurity awareness training for users and senior management, including through the use of third-party providers for regular mandatory training;

●

A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and,

●

A risk management process for third-party service providers, suppliers and vendors, including a rigorous vetting process and ongoing monitoring mechanisms designed to ensure compliance with cybersecurity standards.

As of the date of this Annual Report on Form 10-K, ~~the~~we ~~Company~~are is not aware of any cybersecurity incidents that have had a materially adverse effect on our operations, business, results of operations, or financial condition.

Governance

Our Board of Directors considers cybersecurity risk as part of its risk oversight function. The Board oversees the implementation of the cybersecurity risk management program.

The Board receives periodic reports from management on potential cybersecurity risks and threats and receives presentations on cybersecurity topics from ~~the~~our ~~Company’s~~ information systems manager. The Board also receives briefings from management on the cybersecurity risk management program as needed.

Management is responsible for assessing and managing our material ~~risks~~ risks from cybersecurity threats. Management has primary responsibility for our overall cybersecurity risk management program and supervises both the internal cybersecurity personnel and external cybersecurity consultants. ~~The~~Our ~~Company’s~~ information systems manager has many years of experience leading cybersecurity oversight and has extensive experience with information technology, including security, auditing, compliance, systems, and programming.

The management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants; and alerts and reports produced by security tools deployed in the IT environment. Our cybersecurity incident response plan governs our assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing senior management and our Board of Directors.

Item 2. Properties

On May 19, 2022, ~~the~~we ~~Company~~ entered into a 5-year lease of approximately 3,100 square feet of warehouse and office space. The lease requires base monthly rent of $3,358 for the first year and provides for 5% increase in base rent on each anniversary date. There is additional common area maintenance charges which are approximately $2,500 per month. We believe that this facility is adequate for our current and future needs.

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not applicable.

4539

PART II

Trading Price History

Our common units are currently quoted on the ~~OTCQB~~ OTCQB tier of the OTC Markets Group, Inc. under the ticker symbol “VPRB.” The OTC Market is a computer network that provides ~~information~~ information on current “bids” and “asks”, as well as volume information.

OnFor ~~April~~the 17fiscal years ended December 31, 2024 and 2023, the following table sets forth the high and low closing ~~price~~bid ofquotations for our common units onas ~~the~~reported ~~OTCQB was~~by $0OTC Markets Group.~~185~~ ~~per~~These quotations ~~unit~~reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Unitholders of Record

	High		Low
Fiscal Year Ended December 31, 2023

First Quarter (January 1, 2023 through March 31, 2023)	$	0.2100	$	0.0625
Second Quarter (April 1, 2023 through June 30, 2023)	$	0.1989	$	0.1200
Third Quarter (July 1, 2023 through September 30, 2023)	$	0.2170	$	0.1290
Fourth Quarter (October 1, 2023 through December 31, 2023)	$	0.1800	$	0.1351

Fiscal Year Ended December 31, 2024

First Quarter (January 1, 2024 through March 31, 2024)	$	0.2000	$	0.1350
Second Quarter (April 1, 2024 through June 30, 2024)	$	0.1949	$	0.0831
Third Quarter (July 1, 2024 through September 30, 2024)	$	0.1270	$	0.0550
Fourth Quarter (October 1, 2024 through December 31, 2024)	$	0.0700	$	0.0302

Fiscal Year Ending December 31, 2025

First Quarter (January 1, 2025 through March 31, 2025)	$	0.0430	$	0.0240
Second Quarter (April 1, 2025 through April 15, 2025)	$	0.0440	$	0.0350

AsOn of April 1815, ~~2024~~2025, wethe ~~had~~closing ~~88,804,035~~price ~~outstanding common units and there were approximately 36 holders~~ of ~~record of~~ our common units, ~~not~~on ~~including~~the ~~holders~~OTCQB was ~~who~~$0.044 ~~hold~~per ~~their units in street name~~unit.

~~Dividends~~Unitholders of Record

WeAs ~~have~~of ~~never~~April ~~declared~~16, ~~or paid a cash dividend. At this time~~2025, we dohad ~~not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends~~91,746,806 ~~and~~outstanding ~~the~~common ~~timing~~units and there ~~amount~~were ofapproximately ~~any~~36 ~~future~~holders ~~cash dividends and distributions is at the discretion~~ of ~~Board~~record of ~~Directors of the Manager and will depend, among other things, on~~ our ~~future~~common ~~after-tax earnings~~units, ~~operations,~~not ~~capital~~including ~~requirements,~~holders ~~borrowing~~who ~~capacity, financial~~hold ~~condition~~their ~~and~~units ~~general business conditions. We plan to retain any earnings for use~~ in ~~the~~street ~~operation of our business and to fund future growth~~name. ~~You should not purchase our Common Units on the expectation of future dividends.~~

~~Item 6. [Reserved]~~Dividends

~~Item~~We 7have never declared or paid a cash dividend. At ~~Management’s~~this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay ~~Discussion~~dividends, and ~~Analysis~~the timing and amount of ~~Financial~~any ~~Condition~~future cash dividends and ~~Results~~distributions is at the discretion of ~~Operations~~Board of Directors of the Manager and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Common Units on the expectation of future dividends.

~~The~~Item 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 financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K6. 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 Annual Report on Form 10-K 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 “Risk Factors”, which are included elsewhere in this Annual Report on Form 10-K.[Reserved]

46Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~OVERVIEW~~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 financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. 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 Annual Report on Form 10-K 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 “Risk Factors”, which are included elsewhere in this Annual Report on Form 10-K.

~~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:~~40

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

●We ~~Design,~~are ~~market~~a company engaged in the electronic cigarette and ~~distribute~~personal vaporizer industry. We own a ~~line~~portfolio of eelectronic ~~liquids~~cigarette ~~under~~and personal vaporizer patents which are the ~~“HELIUM”~~basis ~~brand;~~for our efforts to:

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

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

● Design, market and distribute ~~electronic~~a ~~cigarettes~~line vaporizers for essential oils, concentrates, and ~~popular~~dry ~~vaporizers~~herbs under the ~~KRAVE~~“HONEYSTICK” brand;

● ~~Prosecute~~Design, market and ~~enforce~~distribute ~~our~~a ~~patent~~line ~~and~~of ~~trademark~~cannabidiol ~~rights~~(“CBD”) products under the “GOLD LINE” brand;

● ~~License~~Design, ~~our~~market ~~intellectual~~and ~~property;~~distribute electronic cigarettes and popular vaporizers under the KRAVE brand;

● ~~Develop~~Prosecute ~~private~~and ~~label~~enforce ~~manufacturing~~our ~~programs.~~patent and trademark rights;

~~For~~● ~~the~~License ~~fiscal~~our ~~years~~intellectual ~~ended December 31, 2023 and 2022, we generated revenues of $9,853,825 and $4,927,616, respectively~~property; ~~reported net income before taxes of $3,812,605~~ and loss of $203,697, respectively, and positive cash flow from operating activities of $3,481,356 and negative $312,423, respectively. As noted in our financial statements, we had an accumulated deficit of approximately $7,485,894 as of December 31, 2023.

~~Results of~~● ~~Operations~~Develop private label manufacturing programs.

~~Results of~~For ~~Operations for~~ the ~~Year~~fiscal ~~Ended~~years ended December 31, 2024 and 2023, ~~Compared~~we togenerated ~~the~~revenues ~~Year~~of ~~Ended~~$5,676,359 and $9,853,825, respectively; reported net loss before taxes of $66,353 and net income before taxes of $3,812,605, respectively, and positive cash flow from operating activities of $274,094 and $3,481,356, respectively. As noted in our financial statements, we had an accumulated deficit of approximately $7,594,395 as of December 31, ~~2022~~2024.

~~Revenues~~Results of Operations

~~Our~~Results ~~revenue~~of Operations for the ~~twelve~~Year ~~months~~Ended ~~ended~~ December 31, ~~2023~~2024 ~~and~~Compared ~~2022~~to ~~was~~the ~~$9,853,825~~Year ~~and~~Ended $4December 31,~~927,616,~~ ~~respectively. The increase was a result of an increase in customer sales and new royalty revenue stream.~~2023

~~Cost of Sales~~ Revenues

~~Cost of~~Our ~~sales~~revenues for the ~~year~~twelve months ended December 31, ~~2023~~2024 and ~~2022~~ 2023 was $45,~~972~~676,~~497~~359 and $39,~~289~~853,~~950~~825, respectively. The ~~increase~~decrease iswas ~~the~~a result of ~~an increase~~a decrease in customer sales ~~during~~and ~~2023.~~royalty ~~Gross~~revenue ~~margins increased to 513%~~ in ~~2023~~the ~~from~~year ended 33December ~~% in 2022 due to increased online sales direct to consumer~~31, ~~which~~ ~~have higher margins than wholesale sales~~2024.

~~Operating Expenses~~Cost of Sales

~~Operating expenses~~Cost of sales for the year ended December 31, 2024 and 2023 ~~were~~was $24,~~210~~143,~~072,~~529 and ~~as compared to~~ $14,~~828~~972,~~195~~497, ~~for~~respectively. The decrease is the ~~year~~result ~~ended~~of ~~December~~a ~~31,~~decrease ~~2022~~in sales during 2024. ~~The~~Gross ~~increase~~margins decreased to 31% in 2024 from is80% in 2023 primarily due to ~~increased~~no ~~sales~~upfront ~~activity~~royalties received in the year ended December 31, 2024.

~~Other Income~~Operating ~~(Expense)~~Expenses

~~Other income~~Operating ~~(expense)~~expenses ~~increased to $1,141,350~~ for the year ended December 31, ~~2023~~2024 were $2,902,920, as compared to $132,~~168~~210,072 for the year ended December 31, ~~2022~~ 2023. The increase iswas ~~mainly~~primarily ~~attributable~~due to ~~the~~unit-based ~~settlement~~compensation ofincreases ~~certain~~and increases ~~litigation~~in selling, ~~which~~general ~~provided~~and ~~net~~administrative ~~proceeds~~expenses ofin $2the year ended December 31,~~400,172~~ 2024.

~~Net Income~~Other ~~(Loss)~~Income

~~Net~~Other income increased to $1,303,737 for the year ended December 31, ~~2023 was $2~~2024,~~932,802~~ as compared to ~~a net loss of~~ $~~203~~1,~~697~~141,349 for the year ended December 31, ~~2022~~2023. The increase was mainly attributable to estimated penalties related to the underpayment of income taxes..

47Net (Loss) Income

~~Liquidity~~Net loss for the year ended December 31, 2024 was $143,224, compared ~~and~~to ~~Capital~~net ~~Resources~~income of $2,932,802 for the year ended December 31, 2023.

~~The following table sets forth a summary of our net cash flows for the periods indicated:~~41

	For the Years Ended December 31,
	2023			2022
Net cash flows provided by (used in) operating activities	$	3,481,356		$	(312,423	)
Net cash flows provided by (used in) financing activities	$	(1,706,517	)	$	332,254
Net cash used in investing activities	$	(30,000	)		-

Liquidity and Capital Resources

The ~~Company~~following ~~generated~~table ~~cash~~sets ~~from~~forth ~~operating~~a ~~activities~~ summary of ~~$3,481,356~~our net ~~or the year ended December 31, 2023 as compared using~~ cash offlows ~~$312,423~~ for the ~~year~~periods ended December 31, 2022. The increase in cash generated by operating activities is mainly a result of increased levels of customer sales inventory, royalties, and accounts receivable, offset by an increase in accounts payables.indicated:

During the years ended December 31, 2023 and 2022, the Company received loans from related parties and institutional investors of $0 and $1,055,006, respectively. Also, the Company paid debt of $1,665,043 in 2023, as compared to $590,744 in 2022. During 2023 and 2022, the Company (used) was provided cash from financing activities of $(1,706,517) and $332,254, respectively.

	For the Years Ended December 31,
	2024			2023
Net cash flows provided by operating activities	$	274,094		$	3,481,356
Net cash used in investing activities	$	-			(30,000	)
Net cash flows used in financing activities	$	(621,420	)	$	(1,706,517	)

~~Assets~~We generated cash from operating activities of $274,094 for the year ended December 31, 2024, as compared to generating cash of $3,481,356 for the year ended December 31, 2023. The decrease in cash generated by operating activities was primarily a result of decreased levels of product sales and royalty revenue, inventory, partially offset by an increase in accounts payables.

AtDuring the years ended December 31, ~~2023~~2024 and ~~2022~~2023, wethe ~~had~~Company ~~total~~paid ~~assets~~ debt of $3577,~~191,246~~871 ~~and~~in $12024,~~632,528,~~ ~~respectively.~~as ~~Assets~~compared ~~primarily~~to ~~consist of the cash accounts held by the Company~~$1, ~~inventory~~665,042 ~~vendor deposits,~~in ~~accounts~~2023. ~~receivable~~During 2024 and ~~a right-to-use asset. In~~ 2023, the Company’s ~~inventory~~used ~~was~~cash ~~increased~~from byfinancing ~~$88,620~~activities ~~as a result~~ of ~~additional purchases for new products, accounts receivable increased by~~ $~~176~~621,~~756~~420 ~~from~~and ~~sales, vendor deposits decreased by~~ $~~349~~1,~~937~~706, ~~and right of use asset decreased by $25~~517,~~416~~ respectively.

~~Liabilities~~Assets

At December 31, ~~2023~~2024 and ~~2022~~2023, we had total ~~liabilities~~assets of $2,~~576~~753,~~936~~410 and $3,~~951~~191,~~020~~246, respectively. ~~The~~Assets ~~decrease~~primarily ~~was~~consist ~~primarily~~of ~~due~~the tocash accounts held by us, inventory, vendor deposits, accounts receivable and a ~~decrease~~right-to-use inasset. ~~notes~~In ~~payable~~2024, our inventory increased by $42,416 as a ~~decrease~~result inof ~~customer~~additional ~~deposits~~purchases for new products, accounts receivable and aroyalty ~~decrease~~receivable incollectively ~~accounts~~decreased ~~payable~~by $41,279 from sales, vendor deposits decreased by $74,891, and right of use asset decreased by $28,890.

48Liabilities

~~Availability~~At December 31, 2024 and 2023, we had total liabilities of ~~Additional~~$2,035,131 ~~Funds~~and $2,576,936, respectively. The decrease was primarily due to a reduction in related party notes payable and convertible notes payable, partially offset by an increase in customer deposits and accounts payable.

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.42

~~Since inception,~~Availability ~~our operations have primarily been funded through proceeds from equity and debt financing. At December 31, 2023, we had $1,767, 260~~ of ~~cash~~Additional 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 Annual Report on Form 10-K 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.Funds

~~In addition,~~Our ifcapital werequirements ~~are~~going ~~unable~~forward towill ~~generate~~consist of ~~adequate~~financing ~~cash~~our ~~from~~ operations, ~~and~~until if we are ~~unable~~able to ~~find~~reach ~~sources~~a level of ~~funding,~~revenues itand ~~may~~gross bemargins ~~necessary for~~adequate us to ~~sell~~equal ~~all~~ or aexceed ~~portion of~~ our ~~assets,~~ongoing ~~enter into a business combination, or reduce or eliminate operations~~operating expenses. ~~These~~We ~~possibilities, to~~do ~~the~~not ~~extent~~have ~~available,~~any ~~may~~credit beagreement ~~on terms that result in significant dilution to our unitholders~~ or ~~that~~source ~~result in our unitholders losing all~~ of ~~their~~liquidity ~~investment~~immediately inavailable ~~our~~to ~~Company~~us.

~~If we~~Since ~~are~~inception, ~~able~~our tooperations ~~raise~~have ~~additional~~primarily been ~~capital,~~funded wethrough doproceeds ~~not~~from ~~know~~equity ~~what~~and ~~the~~debt ~~terms~~financing. ofAt ~~any~~December ~~such~~31, ~~capital~~2024, ~~raising~~we ~~would~~had ~~be.~~$1,419,934 Inof ~~addition,~~cash ~~any~~on ~~future~~hand. Although we believe ~~sale~~that ofwe ~~our~~have ~~equity~~access ~~securities~~to ~~would~~capital ~~dilute~~resources, ~~the~~there ~~ownership~~are ~~and~~no ~~control~~commitments ofin ~~your~~place ~~units~~for ~~and~~new ~~could~~financing beas atof ~~prices~~the ~~substantially~~filing ~~below~~date ~~prices~~of this Annual Report aton ~~which~~Form ~~our~~10-K ~~units~~and ~~currently~~there ~~trade.~~can ~~Our~~be ~~inability~~no toassurance ~~raise~~that ~~capital~~we ~~could~~will ~~require~~be usable to ~~significantly~~obtain ~~curtail~~funds oron ~~terminate~~commercially ~~our~~acceptable ~~operations. We~~terms, ~~may~~if ~~seek~~at all. We expect to ~~increase~~have ~~our~~ongoing ~~cash~~needs ~~reserves~~for ~~through~~working ~~the~~capital ~~sale~~in oforder ~~additional~~to ~~equity~~(a) orfund ~~debt~~operations; ~~securities.~~plus ~~The~~(b) ~~sale~~fund ofstrategic ~~convertible~~acquisitions. ~~debt~~To ~~securities or~~that ~~additional~~end, ~~equity~~we ~~securities~~may ~~could~~be required ~~result~~to inraise additional ~~and~~funds ~~potentially~~through ~~substantial~~equity ~~dilution~~or todebt ~~our unitholders~~financing. ~~The~~However, ~~incurrence~~there ~~of indebtedness~~can ~~would~~be ~~result~~no inassurance ~~increased~~that ~~debt~~we ~~service~~will ~~obligations~~be ~~and~~successful ~~could result~~ in securing ~~operating~~additional ~~and~~capital. ~~financing~~If ~~covenants~~we ~~that~~are ~~would~~unsuccessful, ~~restrict our~~we ~~operations~~may ~~and~~need ~~liquidity.~~to In(a) ~~addition,~~initiate ~~our~~cost ~~ability~~reductions; to(b) ~~obtain~~forego ~~additional~~business ~~capital~~development onopportunities; (c) ~~acceptable~~seek ~~terms~~extensions isof ~~subject~~time to afund ~~variety~~its ofliabilities; ~~uncertainties~~or (d) seek protection from creditors.

~~Our audited~~In ~~financial~~addition, ~~statements~~if ~~included~~we ~~elsewhere~~are inunable ~~this~~to ~~Annual~~generate ~~Report~~adequate cash onfrom ~~Form~~operations, ~~10-K~~and ~~have~~if ~~been~~we ~~prepared~~are inunable ~~conformity~~to ~~with~~find ~~accounting~~sources ~~principles generally~~of ~~accepted~~funding, init ~~the~~may ~~United~~be ~~States~~necessary offor ~~America~~us ~~(“U.S.~~to ~~GAAP”),~~sell ~~which~~all ~~contemplate~~or ~~our continuation as~~ a ~~going~~portion ~~concern~~of ~~and~~our assets, ~~the~~enter ~~realization~~into ofa ~~assets~~business ~~and~~combination, ~~the~~or ~~satisfaction~~reduce ofor ~~liabilities~~eliminate inoperations. ~~the~~These ~~normal~~possibilities, ~~course~~to ofthe ~~business.~~extent ~~The~~available, ~~carrying~~may ~~amounts~~be ofon ~~assets~~terms ~~and liabilities~~that ~~presented~~result in ~~the~~significant ~~financial~~dilution ~~statements do not necessarily purport~~ to ~~represent~~our ~~realizable~~unitholders or ~~settlement~~that ~~values.~~result ~~The~~in ~~financial~~our ~~statements do~~unitholders ~~not~~losing ~~include~~all ~~any~~of ~~adjustment~~their ~~that~~investment ~~might~~in ~~result~~our ~~from the outcome of this uncertainty~~Company.

~~Off-Balance~~If we are able to raise additional capital, we ~~Sheet~~do ~~Arrangements~~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.

WeOur audited financial statements included elsewhere ~~have~~in nothis ~~off-balance~~Annual ~~sheet~~Report ~~arrangements~~on ~~that~~Form 10-K have, orbeen ~~are~~prepared ~~reasonably~~in ~~likely~~conformity towith ~~have~~accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate our continuation as a ~~current~~going orconcern ~~future~~and ~~effect~~the onrealization ~~our~~of ~~financial~~assets ~~condition,~~and the satisfaction ~~revenues~~of orliabilities ~~expenses,~~in ~~results~~the normal course of ~~operations,~~business. ~~liquidity,~~The ~~capital~~carrying ~~expenditures~~amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or ~~capital~~settlement ~~resources~~values. The financial statements do not include any adjustment that ismight result ~~material~~from tothe ~~investors~~outcome of this uncertainty.

~~Critical Accounting~~Off-Balance ~~Policies~~Sheet ~~and Estimates~~Arrangements

~~Our discussion~~We ~~and~~have ~~analysis~~no ofoff-balance ~~our~~sheet ~~financial~~arrangements ~~condition~~that have, ~~and~~or ~~results of operations~~ are ~~based~~reasonably ~~upon~~likely ~~our~~to ~~financial statements~~have, ~~which~~a ~~have~~current ~~been prepared~~or infuture ~~accordance~~effect ~~with~~on ~~U.S.~~our ~~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~~condition, ~~liabilities,~~ revenues, or expenses, ~~and~~results ~~related disclosure~~ of ~~contingent assets and liabilities. Estimates are based on information~~operations, ~~available as of the date of the financial statements~~liquidity, ~~and~~capital ~~accordingly,~~expenditures ~~actual~~or ~~results~~capital inresources ~~future~~that ~~periods~~is ~~could~~material ~~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~~investors.

49Critical Accounting Policies and Estimates

WeOur ~~consider~~discussion and analysis of our ~~recognition~~financial condition and results of ~~assumptions~~operations ~~used~~are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Our significant ~~determining~~accounting policies are described in notes accompanying the ~~collectability~~financial statements. The preparation of ~~accounts~~the ~~receivable,~~financial ~~deferred~~statements ~~tax~~requires our ~~assets~~management to make estimates and ~~liabilities,~~judgments that affect the ~~fair~~reported ~~value~~amounts ~~and~~of ~~estimated~~assets, ~~useful~~liabilities, ~~lives~~revenues, expenses, and related disclosure of ~~intangible~~contingent assets, and liabilities. Estimates are based on information available as of the ~~assumptions~~date ~~used~~of the financial statements, and accordingly, actual results in ~~calculating~~future ~~lease~~periods ~~and~~could ~~recall~~differ ~~liabilities~~from these estimates., toSignificant bejudgments ~~most~~and ~~critical~~estimates used in ~~understanding~~ the preparation ~~judgments~~of ~~that~~the ~~are~~financial ~~involved~~statements apply critical accounting policies described in the ~~preparation~~notes ofto our financial statements.

Together with our critical accounting policies set out below, our significant accounting policies are summarized in Note 2 of our audited financial statements as of and for the year ended December 31, 2023.43

~~Use~~We consider the recognition and related assumptions used in determining the collectability of ~~Estimates~~accounts receivable and the realizability of the deferred tax assets and liabilities to be most critical in understanding the judgments that are involved in the preparation of our financial statements.

~~U.S. GAAP~~Together ~~requires~~with ~~the~~our ~~Company~~critical toaccounting ~~make~~policies set ~~judgments~~out below, ~~estimates~~our ~~and~~significant ~~assumptions~~accounting ~~that~~policies ~~affect~~are ~~the~~summarized ~~reported~~in ~~amounts~~Note of2 ~~assets and liabilities and disclosure~~ of ~~contingent~~our ~~assets~~audited ~~and liabilities at the date of the~~ financial statements, ~~the~~as ~~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. Significant estimates impacting the financial statements for the ~~years~~year ~~ending~~ended December 31, 2023, and 2022, include the assumptions used in determining the collectability of accounts receivable, deferred tax assets and liabilities, the fair value and estimated useful lives of intangible assets, and the assumptions used in calculating lease and recall liabilities2024.

Accounts Receivable

~~The Company~~We ~~evaluates~~recognize ~~the~~an ~~collectability~~allowance offor ~~accounts~~expected ~~receivable based on a combination of factors. In cases where the Company becomes aware~~credit oflosses ~~circumstances~~in ~~that~~accordance ~~may~~with ~~impair~~Accounting aStandards ~~specific~~Update ~~customer’s~~(“ASU”) ~~ability to meet its financial obligations subsequent to the original sale~~2016-13, ~~the~~ ~~Company~~Financial ~~will~~Instruments ~~recognize~~– anCredit ~~allowance against amounts due~~Losses, ~~and~~issued by ~~thereby reduce~~ the ~~net~~Financial ~~recognized~~Accounting ~~receivable~~Standards toBoard ~~the~~(“FASB”). ~~amount~~This ~~the~~ASU ~~Company reasonably~~establishes ~~believes~~a ~~will~~current beexpected ~~collected.~~credit ~~During~~loss ~~the~~(“CECL”) model, ~~year~~which ~~ended~~requires ~~December~~us ~~31,~~to ~~2023,~~measure ~~one~~all ofexpected ~~the~~credit ~~Company’s~~losses ~~vendors filed~~ for ~~bankruptcy and~~financial ~~another~~assets isheld ~~insolvent.~~at ~~Consequently,~~ the ~~Company~~reporting ~~does~~date ~~not~~based ~~anticipate~~on ~~being~~historical ~~paid and has written off the remaining accounts receivable~~experience, ~~balance~~current ~~of $183~~conditions,~~337~~ ~~from~~and ~~this~~reasonable ~~vendor~~and assupportable ~~bad debt~~forecasts.

~~For all~~To ~~other~~estimate ~~customers, the Company recognizes an allowance for~~ expected credit losses, ~~based~~we onsegregated our ~~the length of time the~~ receivables ~~are~~into ~~past due~~three ~~and~~risk-based ~~consideration of other factors such as industry conditions~~categories, ~~the~~each ~~current~~reflecting ~~business~~distinct ~~environment~~credit ~~and~~risk ~~the Company’s historical payment experience~~characteristics. AnA ~~allowance~~loss ~~for~~rate ~~credit~~was ~~losses~~then isapplied ~~established as losses are estimated~~ to ~~have occurred through a provision for bad~~ ~~debts~~each ~~charged~~category tobased ~~earnings.~~on ~~This~~historical ~~evaluation~~experience ~~is inherently subjective~~ and ~~requires~~anticipated ~~estimates~~losses ~~that~~given ~~are~~the ~~susceptible~~associated torisk ~~significant revisions as more information becomes available~~factors.

AsAn ofallowance ~~December~~for credit losses is recorded through ~~31,~~a ~~2023~~provision ~~and~~for ~~2022,~~bad ~~the~~debts ~~Company~~charged ~~had~~to anearnings. ~~allowance~~The ~~for~~evaluation of expected credit ~~loss~~losses ofis ~~$10,925~~inherently subjective and ~~$0,~~requires ~~respectively~~management to make estimates that may be subject to significant revision as additional information becomes available.

~~Inventory~~As of December 31, 2024, and 2023, we had an allowance for expected credit losses of $131,716 and $10,925, respectively.

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 December 31, 2023, the Company had no provision for obsolescence.44

~~Leases~~Income Taxes

~~In February~~We ~~2016,~~have ~~the~~recorded ~~Financial~~income ~~Accounting~~taxes ~~Standards~~in ~~Board~~accordance ~~(the~~with ASC ~~“FASB”)~~740, ~~issued Accounting Standards Update (~~“~~ASU~~Income Taxes,”~~) No.~~ ~~2016-02~~which ~~(Topic~~requires ~~842).~~the ~~Topic~~recognition ~~842 amended several aspects~~ of ~~lease~~deferred ~~accounting,~~tax ~~including~~liabilities ~~requiring~~and ~~lessees~~assets tofor ~~recognize~~the ~~leases~~expected ~~with~~future tax aconsequences ~~term~~of ~~greater~~differences ~~than~~between ~~one~~the ~~year~~carrying asamounts ~~a right-~~of~~-use~~ ~~asset~~assets and ~~corresponding~~liabilities ~~liability,~~for ~~measured~~financial atreporting ~~the~~purposes ~~present~~and ~~value~~their ofrespective tax ~~the lease payments~~bases. In ~~July 2018~~Additionally, the ~~FASB~~Company ~~issued~~follows ~~supplemental~~the ~~adoption~~provisions ~~guidance~~of ~~and~~FASB ~~clarification~~ASC ~~to Topic 842 within ASU 2018~~740-10, “~~Codification~~Uncertainty ~~Improvements to~~in ~~Topic~~Income ~~842~~Taxes, ~~Leases~~” ~~and~~which ~~ASU~~establishes recognition ~~2018-11~~thresholds ~~“Leases~~for ~~(Topic~~tax ~~842): Targeted Improvements~~positions.” ~~The~~Under ~~new~~this ~~guidance~~standard, ~~aims~~an toentity ~~increase transparency~~may ~~and~~only ~~comparability~~recognize ~~among~~tax ~~organizations~~positions bythat ~~requiring~~meet ~~lessees~~a to“more-likely-than-not” threshold. ~~recognize~~As ~~lease~~of ~~assets~~December ~~and~~31, ~~lease~~2024, ~~liabilities on the balance sheet~~ and ~~requiring~~2023, ~~disclosure~~we ofdo ~~key~~not ~~information~~believe ~~about~~we ~~leasing~~have ~~arrangements.~~any Auncertain ~~modified~~tax ~~retrospective~~positions ~~application~~that iswould ~~required~~require ~~with~~recognition anor ~~option~~disclosure ~~to not restate comparative periods~~ in the ~~period~~accompanying ofaudited ~~adoption~~financial statements.

~~Effective January~~Recent 1,Accounting 2019, the Company has adopted the provisions of the new standard. The Company decided to use the practical expedients available upon adoption of Topic 842 to aid the transition from current accounting to provisions of Topic 842. The package of expedients will effectively allow the Company to run off existing leases, as initially classified as operating and classify new leases after implementation under the new standard as the business evolves.Pronouncements

50From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on our accounting and reporting. We believe 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.

~~The~~In December 2023, the FASB issued ASU 2023-09, ~~Company~~Income ~~has~~Taxes—Improvements anto ~~operating~~Income ~~lease~~Tax ~~principally~~Disclosures. ~~for~~This ~~warehouse~~guidance enhances the transparency and ~~office~~decision ~~space~~usefulness of income tax disclosures. ~~Management~~More ~~evaluates~~specifically, ~~each~~the ~~lease~~amendments ~~independently~~relate to ~~determine~~the income tax rate reconciliation and income taxes paid disclosures and require (i) consistent categories and greater disaggregation of information in the ~~purpose~~rate reconciliation, ~~necessity~~and to(ii) ~~its~~income ~~future~~taxes ~~operations~~paid indisaggregated by ~~addition~~jurisdiction. toThis ~~other~~guidance ~~appropriate~~is ~~facts~~effective ~~and~~for ~~circumstances~~fiscal years beginning after December 15, 2024.

~~The~~On ~~Company~~March ~~adopted~~21, ~~Topic~~2024, ~~842~~the ~~using~~FASB aissued ~~modified~~ASU No. 2024-01 ~~retrospective~~(“ASU ~~approach~~2024-01”), ~~for~~which ~~its~~clarifies ~~existing~~how ~~lease~~an atentity ~~January~~determines 1,whether ~~2019.~~a ~~The~~profits ~~adoption~~interest ofor ~~Topic~~similar ~~842~~award ~~impacted~~is ~~the~~(1) ~~Company’s~~within ~~balance~~the ~~sheet~~scope byof ~~the~~ASC ~~recognition~~718 ofor ~~the~~(2) ~~operating~~not ~~lease~~a ~~right~~share-~~of-use~~based ~~assets~~payment arrangement and therefore within the ~~liability~~scope ~~for~~of ~~operating~~other ~~leases~~guidance. The ~~lease~~guidance ~~liability~~in ASU ~~is based on~~2024-01 applies ~~the~~to ~~present~~all ~~value~~entities ofthat ~~the~~issue ~~remaining~~profits ~~lease~~interest ~~payments,~~awards ~~discounted~~as ~~using~~compensation ato ~~market~~employees ~~based~~or ~~incremental~~non-employees ~~borrowing~~in ~~rate~~exchange asfor ~~the~~goods ~~effective~~or ~~date of~~services. ASU ~~January~~2024-01 is 1,effective ~~2019~~for ~~using~~public ~~current~~business ~~estimates~~entities ~~as to lease term including estimated renewals~~ for ~~each~~annual ~~operating~~periods ~~lease.~~beginning Asafter ofDecember ~~January 1~~15, ~~2019~~2024, ~~the~~ ~~Company~~including ~~recorded~~interim anperiods within ~~adjustment~~those ofperiods. ~~approximately~~We ~~$387,000~~are tocurrently ~~operating~~evaluating ~~lease~~the ~~right-to-use~~impact ~~asset~~of ~~and~~ the ~~right~~adoption toof ASU ~~use~~2024-01 on ~~lease~~its ~~liability~~financial statements.

~~Revenue~~In November 2024, the FASB issued ASU 2024-03, ~~Recognition~~Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories. The update mandates disclosures in the notes to financial statements, detailing the composition and trends of key expense categories within major income statement captions. These enhanced disclosures are expected to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flow. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the potential impact of ASU 2024-03 on our financial reporting and disclosures.

The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those 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.45

~~Revenues from~~Item ~~product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment to the customer~~7A. ~~The~~Quantitative ~~Company expenses incremental costs of obtaining a contract as~~ and ~~when~~Qualitative ~~incurred~~Disclosures ifAbout ~~the~~Market expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. 100% of the Company’s revenues for the year ended December 31, 2023 and 2022, were recognized when the customer obtained control of the Company’s product, which occurred at a point in time, typically upon delivery to the customer.Risk

~~Royalty revenues~~As ~~consist~~a of“smaller ~~license~~reporting ~~and~~company” ~~sublicense~~as defined ~~agreements~~by toItem ~~use~~10 ~~the~~of ~~Company’s~~Regulation ~~intellectual property in exchange for a sales~~S-~~based royalty.~~K, ~~Royalty~~we ~~revenue is recognized over time as the performance obligations~~ are ~~satisfied~~not byrequired ~~licensees~~to ~~and~~provide ~~sublicensees~~this ~~through sales of licensed products~~information.

~~The Company~~Item ~~records contract liabilities when cash payments are received or due in advance of satisfaction of performance obligations by licensees and sublicensees~~8. ~~During~~Financial ~~the~~Statements 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~~Supplementary 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.Data

The ~~sublicense~~ ~~agreement~~financial ~~executed~~information inrequired ~~March 2023 provides for monthly royalties to the Company totaling 5% of gross sales of licensed products~~ by ~~sublicensee~~Item ~~and~~8 ~~provides the sublicensee exclusive use of certain trademark and patent assets in exchange for minimum monthly royalty~~begins ~~payments~~on ~~totaling~~page ~~$250,000~~F-1 ~~beginning~~through ~~June 2023~~F-19. The Company recognizes sublicense royalty revenue in the same period as the sublicensee for sales of licensed products and royalty receivable as of December 31, 2023 represents sublicense royalties earned from December 2023 sales of licensed products.

~~The following~~Item ~~table~~9. ~~provides~~Changes ~~information~~in ~~about~~and ~~contract~~Disagreements ~~liabilities~~With ~~for~~Accountants ~~the~~on ~~year~~Accounting ~~ended~~and ~~December~~Financial ~~31, 2023:~~Disclosure

	Contract Liabilities
Balance at December 31, 2022	$	-
Cash received from prepayment of royalty revenue		3,000,000
Recognition of royalty revenue		(3,000,000	)
Balance at December 31, 2023	$	-

None.

~~The following~~Item ~~table~~9A. ~~provides~~Controls ~~information about accounts receivable, royalty receivable~~ and ~~contract liabilities from contracts with customers:~~Procedures.

	Accounts Receivable		Royalty Receivable
December 31, 2022	$	355,280	$	-
December 31, 2023	$	337,774	$	88,286

Evaluation of Disclosure Controls and Procedures

51As required by Rule 13a-15 under the Exchange Act, as of December 31, 2024, the fiscal year end covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

~~Unit-Based~~Disclosure controls and procedures refer to controls ~~Compensation~~and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

~~Unit-based~~Our management does not expect that our disclosure ~~payments~~controls toand ~~employees,~~procedures ~~including~~will ~~grants~~prevent ofall ~~employee~~error ~~stock~~and ~~options~~all ~~are~~fraud. ~~recognized~~A ascontrol ~~compensation~~system, ~~expense~~no inmatter ~~the~~how ~~financial~~well ~~statements based~~designed onand ~~their~~operated, ~~fair~~can ~~values~~provide only reasonable, innot ~~accordance~~absolute, ~~with~~assurance ~~FASB~~that ~~Accounting~~the ~~Standards~~control ~~Codification~~system’s ~~(“ASC”)~~objectives ~~Topic~~will ~~718~~be met. ~~That~~Further, ~~expense~~the isdesign of a control system ~~recognized~~must ~~over~~reflect the ~~period~~fact ~~during~~that ~~which~~there anare ~~employee~~resource isconstraints, ~~required~~and tothe ~~provide~~benefits ~~services~~of incontrols ~~exchange~~must ~~for~~be considered relative to their costs. Because of the ~~award~~inherent limitations in all control systems, ~~known~~no asevaluation ~~the~~of ~~requisite~~controls can provide absolute assurance that all control issues and ~~service~~instances ~~period~~of ~~(usually~~fraud, ~~the~~if ~~vesting~~any, ~~period)~~have been detected. ~~The~~These ~~Company~~inherent ~~had~~limitations noinclude ~~common~~the ~~stock~~realities ~~options~~that orjudgments ~~common~~in ~~stock~~decision-making ~~equivalents~~can be ~~granted~~faulty, orand ~~outstanding for~~that ~~all~~breakdowns ~~periods~~can ~~presented~~occur because of simple error or mistake. The ~~Company~~design ~~may~~of ~~issue~~any ~~units~~system asof ~~compensation~~controls is based in part upon certain assumptions about the likelihood of future ~~periods~~events, ~~for~~and ~~employee~~there ~~services~~can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~The Company~~As ~~may~~of ~~issue~~December ~~restricted~~31, ~~units~~2024, tounder ~~consultants~~the ~~for~~supervision and ~~various~~with ~~services.~~the ~~Cost~~participation ~~for~~of ~~these~~our ~~transactions~~management, ~~will~~including beour ~~measured~~Chief atExecutive ~~the~~Officer ~~fair~~and ~~value of~~principal ~~the~~financial ~~consideration~~officer, ~~received~~we orconducted ~~the~~an ~~fair value~~ evaluation of the ~~equity~~effectiveness ~~instruments~~of ~~issued,~~the ~~whichever~~design isand ~~more~~operations ~~reliably measurable. The value~~ of ~~the~~ ~~common~~our ~~stock~~disclosure iscontrols toand beprocedures, ~~measured~~as atdefined ~~the~~in ~~earlier~~Rules ~~of:~~ 13a-15(ie) ~~the~~and ~~date~~15d-15(e) promulgated atunder ~~which~~the aExchange ~~firm~~Act. ~~commitment~~Based ~~for~~upon ~~performance~~our byevaluation, ~~the~~our ~~counterparty~~Chief ~~to earn~~Executive ~~the~~Officer ~~equity~~and ~~instruments~~principal isfinancial ~~reached,~~officer orconcluded ~~(ii)~~that our ~~the~~disclosure ~~date~~controls atand ~~which~~procedures ~~the~~were ~~counterparty’s~~not ~~performance~~effective isas ~~complete.~~of ~~The~~December ~~Company~~31, ~~may~~2024 ~~issue units~~due asto ~~compensation~~insufficient inpersonnel ~~future~~to ~~periods~~properly ~~for~~prepare, ~~services~~implement and ~~associated~~monitor ~~with~~adequate ~~the~~controls ~~registration~~and ~~of the common units~~procedures.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~46

~~As a~~Management’s ~~“smaller~~Annual ~~reporting~~Report ~~company”~~on asInternal Control ~~defined~~over byFinancial ~~Item 10 of Regulation S-K, the Company is not required to provide this information.~~Reporting

~~Item~~Our management is responsible for establishing 8and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our ~~Financial~~management ~~Statements~~is also required to assess and ~~Supplementary~~report ~~Data~~on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024 we identified the following material weakness:

~~The~~We did not maintain an effective financial reporting process to prepare financial ~~information~~statements in accordance with U.S. GAAP. Specifically, our process lacked timely and complete financial statement reviews and procedures to ensure all required bydisclosures ~~Item~~were 8made ~~begins~~in onour ~~page~~financial ~~F-1~~statements. ~~through~~Also, Fwe lacked documented procedures including documentation related to testing of internal controls and entity-22level controls, disclosure review, and other analytics. Furthermore, we lacked sufficient personnel to properly segregate duties.

~~Item 9.~~Therefore, ~~Changes~~our ininternal ~~and~~control ~~Disagreements~~over ~~With~~financial reporting ~~Accountants~~was onnot ~~Accounting~~effective ~~and~~as ~~Financial~~of ~~Disclosure~~December 31, 2024.

~~None~~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 our financial reporting.

~~Item~~Because of its inherent limitations, internal 9Acontrol over financial reporting may not prevent or detect misstatements. ~~Controls~~Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and ~~Procedures~~procedures may deteriorate.

~~Evaluation~~This annual report does not include an attestation report of ~~Disclosure~~our ~~Controls~~registered ~~and~~public ~~Procedures~~accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

~~As required~~Changes byin ~~Rule~~Internal ~~13a-15~~Control ~~under~~over ~~the Securities Exchange Act of 1934, as of December 31, 2023, the fiscal year end covered by this report,~~Financial ~~our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.~~Reporting

~~Disclosure controls~~No ~~and~~changes ~~procedures~~were ~~refer~~made to ~~controls~~our ~~and~~internal ~~other~~control ~~procedures designed to ensure that information required to be disclosed in the reports~~over wefinancial ~~file~~reporting orduring ~~submit under~~ the ~~Securities~~quarter ~~Exchange~~ended ~~Act~~December ~~of 1934 is recorded~~31, ~~processed, summarized and reported within the time periods specified in the rules and forms of the SEC and~~ 2024 that ~~such~~have ~~information~~materially ~~is accumulated and communicated to our management~~affected, ~~including~~or ~~our~~are ~~Chief~~reasonably ~~Executive Officer~~likely ~~and principal financial officer, as appropriate,~~ to ~~allow timely decisions regarding required disclosure. In designing and evaluating~~ ~~our~~materially ~~disclosure controls and procedures~~affect, ~~management~~our ~~recognizes~~internal ~~that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired~~ control ~~objectives,~~over ~~and~~financial ~~management is required to apply its judgment in evaluating and implementing possible controls and procedures~~reporting.

~~Our management~~Item ~~does not expect that our disclosure controls and procedures will prevent all error and all fraud~~9B. AOther control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits 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, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Information

As of December 31, 2023, under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(ea) ~~and 15d-15(e) promulgated under the Securities Exchange Act of 1934~~None. Based upon our evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to insufficient personnel to properly prepare, implement and monitor adequate controls and procedures.

52(b) During the quarter December 31, 2024, no director or officer of the Company adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended; and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. During the quarter ended December 31, 2024, the Company did not adopt or terminate any Rule 10b5-1 trading arrangement.

~~Management’s Annual~~Item ~~Report~~9C. onDisclosure ~~Internal~~Regarding ~~Control~~Foreign ~~over~~Jurisdictions ~~Financial~~that ~~Reporting~~Prevent Inspections

~~Our management~~Not ~~is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act~~applicable. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, we identified the following material weakness:

The Company did not maintain an effective financial reporting process to prepare financial statements in accordance with U.S. GAAP. Specifically, our process lacked timely and complete financial statement reviews and procedures to ensure all required disclosures were made in our financial statements. Also, the Company lacked documented procedures including documentation related to testing of internal controls and entity-level controls, disclosure review, and other analytics. Furthermore, the Company lacked sufficient personnel to properly segregate duties.47

~~Therefore, our~~PART ~~internal control over financial reporting was not effective as of December 31, 2023.~~III

~~A material~~Item ~~weakness (within the meaning of PCAOB Auditing Standard No~~10. ~~5) is a deficiency~~Directors, orExecutive aOfficers ~~combination~~and ofCorporate 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.Governance

~~Because of~~The ~~its~~following ~~inherent~~table ~~limitations,~~sets ~~internal~~forth ~~control~~the ~~over~~names, ~~financial~~ages and ~~reporting~~positions ~~may not prevent or detect misstatements. Projections~~ of ~~any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~executive ~~that~~officers ~~controls~~and ~~may~~directors ~~become inadequate because~~ of ~~changes~~our inGeneral ~~conditions~~Partner, orSoleil ~~that the~~Capital ~~degree~~Management ~~of compliance with the policies and procedures may deteriorate~~LLC.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

Name	Age	Position with the Company	Since
Kevin Frija	53	Chief Executive Officer, President, principal financial officer, principal accounting officer, Chairman of the Board and Director; Manager of the General Partner	June 5, 2015
Greg Pan	68	Director and Manager of the General Partner	December 26, 2013
Daniel Hoff	39	Chief Operating Officer	January 3, 2017

~~Changes~~Mr. Kevin Frija. Mr. Frija was appointed on June 5, 2015 as the chief executive officer, president, chairman of the board of directors, and a director of the Company and as the chief executive officer, president, chairman of the board of directors, a director and a manager of our General Partner. Prior to joining the Company, from June 2009 through March 2014, Mr. Frija served as chief executive officer and chairman of the board of directors, of Vapor Corp., a company Mr. Frija grew from $1 million in ~~Internal~~sales ~~Control~~to $25 million and oversaw the up listing from the pink sheets to the NASDAQ, and, from June 2009 through February 2013, Mr. Frija also served as president of Vapor Corp. He has over ~~Financial~~25 ~~Reporting~~years of experience, particularly in the areas of sourcing, manufacturing, supply chain management, marketing, advertising, and licensing. Prior to Mr. Frija’s involvement in Vapor Corp., he operated In Gear Fashions, Inc. (“Ingear”), a swim and resort wear company based in Miami, Florida. Mr. Frija currently and on a limited basis assists Ingear in a managerial capacity. We believe Mr. Frija’s past experience as chief executive officer and chairman of the board of directors of Vapor Corp. and his experience in the areas of sourcing, manufacturing, supply chain management, marketing and advertising will be valuable to our development and growth.

~~No changes~~Mr. ~~were~~Guocheng ~~made~~“Greg” toPan. ~~our~~Mr. Pan ~~internal~~PhD ~~control~~has ~~over~~been ~~financial~~a ~~reporting~~director ~~during~~of the ~~quarter~~Company ~~ended~~and a director and a manager of our General Partner since December 3126, ~~2023~~2013. ~~that~~From ~~have~~December 26, ~~materially~~2013 ~~affected~~to June 5, 2015, Mr. Pan served as our non-executive Chairman of the Board of Directors and our General Partner prior to resigning orfrom ~~are~~such ~~reasonably~~positions ~~likely~~on June 5, 2015. Mr. Pan currently serves as chief executive officer and president of China Hanking Holdings (3788:HK) and Chairman of GreenWorld Technologies. Dr. Pan has obtained more than 25 years of experience in operations and management of various resource and investment companies. In addition to ~~materially~~his ~~affect~~broadly published papers and reports in the areas of resource modeling and economic evaluation, ~~our~~Mr. ~~internal~~Pan ~~control~~has published over ~~financial~~20 ~~reporting~~patents in electronic cigarette technologies and vaporizing devices. Dr. Pan graduated from Peking University in 1982, obtained a masters degree in 1985 and a PhD from The University of Arizona in 1989. Mr. Pan is a citizen of the United States.

~~Item~~Daniel Hoff. Mr. Hoff has served as Chief 9BOperating Officer (“COO”) since January 3, 2017. ~~Other~~Mr. ~~Information~~Hoff previously served as a consultant to us since 2016, serving as head of wholesale operations and Director of Alternative Products. He will retain these positions as COO. From 2007 until 2011, Mr. Hoff served as Finance & Accounting Manager at Vapor Corp., a company that designs, markets and distributes e-cigarettes, vaporizers, e-liquids and accessories. In this position, Mr. Hoff supervised corporate finance and accounting functions. From 2011 until 2014, Mr. Hoff served as Production & New Products Manager at Vapor Corp. and focused on supply chain management, product development and design and key vendor relations. From 2014 until July 2016, he served as Key Accounts Executive & Head of Alternative Products, building Vapor Corp.’s alternative products division and leading wholesale operations and key account management. We acquired Vapor Corp.’s wholesale operations and inventory in 2016, at which time Mr. Hoff joined us as a consultant until his appointment as COO.

~~None.~~Family Relationships

~~Item 9C~~None. ~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~

~~Not applicable.~~48

53Partnership Management and Governance

~~PART~~Our General Partner manages all of our operations ~~III~~and activities. Our General Partner is authorized in general to perform all acts that it determines to be necessary or appropriate to carry out our purposes and to conduct our business. Our partnership agreement provides that our General Partner in managing our operations and activities is entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any limited partners, and will not be subject to any different standards imposed by the partnership agreement, the Delaware Limited Partnership Act or under any other law, rule or regulation or in equity. Our General Partner is wholly owned and controlled by Mr. Frija, our Chief Executive Officer, President, principal financial officer, principal accounting officer, Chairman of the Board and Director, and a significant unitholder. Our common unitholders have only limited voting rights on matters affecting our business and therefore have limited ability to influence management’s decisions regarding our business. The voting rights of our common unitholders are limited as set forth in our partnership agreement and in the Delaware Limited Partnership Act.

~~Item~~Our General Partner does not receive any compensation 10from us for services rendered to us as our General Partner. ~~Directors~~Our General Partner is reimbursed by us for all expenses it incurs in carrying out its activities as General Partner of the Company, ~~Executive~~including ~~Officers~~compensation paid by the General Partner to its directors and ~~Corporate~~the ~~Governance~~cost of directors’ and officers’ liability insurance obtained by the General Partner.

~~The~~Our General Partner’s limited liability ~~following~~company ~~table~~agreement ~~sets~~establishes ~~forth~~a board of directors that is responsible for the ~~names,~~oversight ~~ages~~of our business and ~~positions~~operations. Our General Partner’s board of directors is elected in accordance with its limited liability company agreement, which provides that the ~~executive~~founders ~~officers~~will have the power to appoint and remove the directors of our General Partner. The limited liability company agreement of our General Partner provides that at such time as the founders cease to be founders, ~~Soleil~~such ~~Capital~~power will revert to the members of our General Partner holding a majority ~~Management~~in ~~LLC~~interest in our General Partner. We refer to the board of directors of our General Partner as the “board of directors of our general partner.” The board of directors of our General Partner has a total of two members: Mr. Kevin Frija and Mr. Greg Pan, respectively.

Name	Age	Position with the Company	Since
Kevin Frija	52	Chief Executive Officer, President, Chairman of the Board and Director	June 5, 2015
Greg Pan	67	Director and Manager of the General Partner	December 26, 2013
Daniel Hoff	38	Chief Operating Officer	January 3, 2017

Involvement in Certain Legal Proceedings

~~Mr. Kevin~~No ~~Frija. Mr. Frija was appointed on June 5~~director, ~~2015 as the chief~~ executive officer, ~~president,~~significant ~~chairman of the board of directors~~employee, ~~and~~or acontrol ~~director~~person of the Company and as the chief executive officer, president, chairman of the board of directors, a director and a manager of the Company’s General Partner. Prior to joining the Company, from June 2009 through March 2014, Mr. Frija served as chief executive officer and chairman of the board of directors, of Vapor Corp., a company Mr. Frija grew from $1 million in sales to $25 million and oversaw the up listing from the pink sheets to the NASDAQ, and, from June 2009 through February 2013, Mr. Frija also served as president of Vapor Corp. He has ~~over~~been 25involved ~~years of experience, particularly~~ in ~~the~~any ~~areas~~legal ofor ~~sourcing,~~regulatory ~~manufacturing,~~proceeding ~~supply~~listed ~~chain management, marketing, advertising, and licensing. Prior to Mr. Frija’s involvement~~ in ~~Vapor~~Item ~~Corp., he operated In Gear Fashions, Inc.~~ 401(~~“Ingear”~~f)~~, a~~ swim and resort wear company based in Miami, Florida. Mr. Frija currently and on a limited basis assists Ingear in a managerial capacity. We believe Mr. Frija’s past experience as chief executive officer and chairman of ~~the~~Regulation ~~board~~S-K ~~of directors of Vapor Corp. and his experience~~ in the ~~areas of sourcing, manufacturing, supply chain management, marketing and advertising will be valuable to the development~~ ~~and~~past ~~growth~~10 ~~of our Company~~years.

Mr. Guocheng “Greg” Pan. Mr. Pan PhD has been a director of the Company and a director and a manager of the Company’s General Partner since December 26, 2013. From December 26, 2013 to June 5, 2015, Mr. Pan served as non-executive Chairman of the Board of ~~Directors~~Leadership ofStructure ~~the Company~~ and ~~the Company~~Board’s ~~General Partner prior to resigning from such positions on June 5, 2015. Mr. Pan currently~~ ~~serves~~Role ~~as chief executive officer and president of China Hanking Holdings (3788:HK) and Chairman of GreenWorld Technologies. Dr. Pan has obtained more than 25 years of experience~~ in ~~operations~~Risk and management of various resource and investment companies. In addition to his broadly published papers and reports in the areas of resource modeling and economic evaluation, Mr. Pan has published over 20 patents in electronic cigarette technologies and vaporizing devices. Dr. Pan, graduated from Peking University in 1982, obtained a masters degree in 1985 and a PhD from The University of Arizona in 1989. Mr. Pan is a citizen of the United States.Oversight

~~Daniel Hoff.~~Our ~~Mr.~~Board ~~Hoff~~of Directors has ~~served~~a ~~as Chief Operating Officer (“COO”) since January 3~~Chairman, ~~2017.~~ Mr. ~~Hoff previously served as a consultant~~Frija. toThe ~~the~~Chairman ~~Company~~has ~~since~~authority, ~~August~~among ~~2016~~other things, ~~serving~~to aspreside ~~head~~over ofBoard ~~wholesale~~meetings ~~operations~~ and ~~Director~~set ofthe ~~Alternative~~agenda ~~Products.~~for HeBoard ~~will~~meetings. ~~retain~~Accordingly, ~~these~~the ~~positions~~Chairman ashas ~~COO.~~substantial ~~From~~ability ~~2007~~to ~~until~~shape ~~2011,~~the ~~Mr.~~work ~~Hoff~~of ~~served~~our asBoard ~~Finance~~of ~~& Accounting Manager at Vapor Corp~~Directors., aWe ~~company~~believe that ~~designs,~~separation ~~markets and~~of ~~distributes~~the ~~e-cigarettes,~~roles ~~vaporizers,~~of ~~e-liquids~~Chairman and Chief ~~accessories.~~Executive InOfficer ~~this~~is ~~position,~~not ~~Mr.~~necessary ~~Hoff~~at ~~supervised~~this ~~corporate~~time ~~finance~~to ~~and~~ensure ~~accounting functions.~~appropriate ~~From~~oversight ~~2011~~by ~~until~~the ~~2014,~~Board ~~Mr.~~of ~~Hoff~~Directors ~~served~~of asour ~~Production~~business &and ~~New Products Manager at Vapor Corp~~affairs. However, ~~and~~no ~~focused~~single onleadership ~~supply~~model ~~chain management,~~is ~~product~~right ~~development~~for ~~and~~all ~~design~~companies and ~~key~~at ~~vendor~~all ~~relations~~times. ~~From~~The ~~2014~~Board ~~until~~of ~~July~~Directors ~~2016,~~recognizes hethat ~~served~~depending ason ~~Key Accounts Executive &~~the ~~Head~~circumstances, ofother ~~Alternative~~leadership ~~Products~~models, ~~building~~such ~~Vapor~~as ~~Corp.’s~~the ~~alternative~~appointment ~~products~~of ~~division~~a ~~and~~lead ~~leading~~independent ~~wholesale~~director, ~~operations~~might ~~and~~be ~~key account management~~appropriate. ~~We acquired Vapor Corp.’s wholesale operations and inventory in July 2016~~Accordingly, ~~at which time Mr. Hoff joined~~ the ~~Company~~ asBoard aof ~~consultant~~Directors ~~until~~may ~~his~~periodically ~~appointment~~review asits ~~COO~~leadership structure.

~~Family~~Our Board of Directors is generally responsible ~~Relationships~~for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. Our Board of Directors oversees management of financial risks, and regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board of Directors regularly reviews plans, results and potential risks related to our product development and commercialization efforts. Our Board of Directors also oversees risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us.

~~None.~~Committees

54We do not currently maintain an audit committee, compensation committee, corporate governance and nominating committee, conflicts committee or an executive committee.

~~Partnership Management~~Board ~~and Governance~~ Composition

Our ~~General~~ ~~Partner manages all of our operations and activities. Our~~ General Partner isseeks ~~authorized in general~~ to ~~perform~~ensure ~~all acts~~ that itthe board ~~determines~~of todirectors beof ~~necessary or appropriate to carry out~~ our ~~purposes and to conduct our business. Our partnership agreement provides that our~~ General Partner inwill ~~managing~~be ~~our~~composed ~~operations~~of ~~and~~members ~~activities~~whose isparticular ~~entitled~~experience, toqualifications, ~~consider~~attributes ~~only such interests~~ and ~~factors as it desires~~skills, when ~~including~~taken ~~its own interests~~together, ~~and~~ will ~~have~~allow nothe ~~duty~~board orto ~~obligation~~satisfy ~~(fiduciary~~its oroversight ~~otherwise)~~responsibilities toeffectively. ~~give~~In ~~any~~identifying ~~consideration~~candidates tofor ~~any~~membership ~~interest of~~on orthe ~~factors~~board ~~affecting~~of usdirectors orthe ~~any~~board ~~limited partners, and~~ will ~~not~~take beinto ~~subject~~account to(a) ~~any~~minimum ~~different~~individual ~~standards~~qualifications, ~~imposed~~such byas ~~the~~strength ~~partnership~~of ~~agreement~~character, ~~the~~ ~~Delaware~~mature ~~Limited Partnership Act or under any other law~~judgment, industry ~~rule~~knowledge or ~~regulation~~experience ~~or in equity. Our General Partner is wholly owned~~ and ~~controlled~~ byan ~~Kevin Frija. Our common unitholders have only limited voting rights on matters affecting our business and therefore have limited~~ ability to ~~influence~~work ~~management’s~~collegially ~~decisions~~with ~~regarding~~the ~~our~~other ~~business.~~members ~~The~~of ~~voting~~the ~~rights~~board of ~~our~~directors, ~~common~~and ~~unitholders~~(b) ~~are~~all ~~limited~~other asfactors ~~set~~he ~~forth~~considers ~~in our partnership agreement and in the Delaware Limited Partnership Act~~appropriate.

~~Our~~After conducting an initial evaluation of a candidate, ~~General~~the ~~Partner~~board ~~does~~will ~~not~~interview ~~receive~~that ~~any~~candidate ~~compensation~~if ~~from~~he usbelieves ~~for~~the ~~services~~candidate ~~rendered~~might tobe ussuitable asto ~~our~~be ~~General~~a ~~Partner~~director. ~~Our~~If, ~~General~~following ~~Partner~~such isinterview ~~reimbursed~~and byany usconsultations ~~for~~with ~~all~~senior ~~expenses~~management, itMr. ~~incurs~~Frija inbelieves ~~carrying~~a ~~out~~candidate ~~its~~would ~~activities~~be asa ~~General~~valuable ~~Partner~~addition ofto the ~~Company,~~board ~~including~~of ~~compensation~~directors, they ~~paid~~would byappoint ~~the~~that ~~General~~individual ~~Partner~~ to ~~its directors and~~ the ~~cost~~board of directors’ ~~and~~of ~~officers’~~our ~~liability insurance obtained by the~~ General Partner.

~~Our General~~Director Partner’s limited liability company agreement establishes a board of directors that is responsible for the oversight of our business and operations. Our General Partner’s board of directors is elected in accordance with its limited liability company agreement, which provides that the founders will have the power to appoint and remove the directors of our General Partner. The limited liability company agreement of our General Partner provides that at such time as the founders cease to be founders, such power will revert to the members of our General Partner holding a majority in interest in our General Partner. We refer to the board of directors of our General Partner as the “board of directors of our general partner.” The board of directors of our General Partner has a total of two members: Mr. Kevin Frija and Mr. Greg Pan, respectively.Compensation

~~Committees~~We do not currently have any non-employee directors and no additional compensation is currently paid to Mr. Frija or Mr. Pan in connection with their directorships over and above their employee-based compensation.

~~We do not currently maintain an audit committee, compensation committee, corporate governance and nominating committee, conflicts committee or an executive committee.~~49

Procedures for Contacting the Board ~~Composition~~

~~Our General~~The ~~Partner~~Board ~~seeks~~has toestablished ~~ensure~~a ~~that~~process ~~the~~for ~~board of directors of our General Partner will be composed of members whose particular experience,~~stockholders ~~qualifications, attributes~~ and ~~skills,~~other ~~when~~interested ~~taken~~parties ~~together,~~to ~~will~~send ~~allow~~written ~~the~~communications ~~board~~ to ~~satisfy its oversight responsibilities effectively. In identifying candidates for membership on~~ the ~~board~~Board ofor ~~directors~~to ~~the board will take into account (a) minimum~~ individual ~~qualifications~~directors, ~~such~~ as ~~strength~~applicable. ofSuch ~~character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members~~communications ofshould ~~the~~be ~~board~~sent ofby ~~directors,~~U.S. ~~and~~mail ~~(b)~~addressed ~~all other factors he considers appropriate.~~to:

~~After conducting~~Novo anIntegrated ~~initial evaluation of a candidate~~Sciences, ~~the board will interview that candidate if he believes the candidate might be suitable to be a director~~Inc. ~~If, following such interview and any consultations with senior management, Mr. Frija believes a candidate would be~~Board ~~a valuable addition to the board~~ of ~~directors, they would appoint that individual to the board of directors of our General Partner.~~Directors

~~Director Compensation~~c/o Novo Integrated Sciences, Inc.

~~We do~~Attention: ~~not~~Corporate currently have any non-employee directors and no additional compensation is currently paid to Mr. Frija or Mr. Pan in connection with their directorships over and above their employee-based compensation.Secretary

~~Code of~~11120 ~~Ethics~~NE 2nd Street, Suite 100

~~The Company has adopted a code of ethics that applies to all of the Company’s employees~~Bellevue, ~~including~~WA its principal executive officer, principal financial officer and principal accounting officer, and the Board. The Company will provide, free of charge, a copy of the Company’s code of ethics to any person, upon request. A copy of the code of ethics can be requested by writing to the Company at 3001 Griffin Road, Ft. Lauderdale, FL 33312.98004

55The Board has instructed the Corporate Secretary to promptly forward all communications so received to the full Board, the independent directors or the individual Board member(s) specifically addressed in the communication. Comments or questions regarding our accounting, internal controls or auditing matters, our compensation and benefit programs, or the nomination of directors and other corporate governance matters will remain with the full Board.

~~Item~~Depending on the subject matter, the Company’s ~~11.~~Corporate ~~Executive~~Secretary ~~Compensation~~will:

~~Our compensation~~● ~~philosophy~~Forward ~~for our future manager and certain other employees is that compensation should be composed primarily of (1) annual cash payments tied to~~ the ~~performance~~communication ~~of the applicable business unit(s) in which such employee works; (2) long-term carried interest tied~~ to the ~~performance~~director ~~of the investments made by the funds in the business unit in which such employee works~~ or ~~for~~directors ~~which he or she has responsibility; (3) deferred equity awards reflecting the value of our common units; and (4) additional cash payments tied~~ to ~~extraordinary performance~~whom ofit ~~such~~is ~~employee or other circumstances (for example, if there has been a change of role or responsibility).~~addressed;

~~We believe~~● ~~base~~Attempt ~~salary~~to ~~should~~handle ~~represent a significantly lesser component of total compensation. We believe~~ the ~~appropriate~~inquiry ~~combination~~directly, ~~of annual~~for ~~cash~~example, ~~payments~~where ~~and~~it ~~long-term~~is ~~carried~~a ~~interest~~request orfor ~~deferred~~information ~~equity~~about ~~awards encourage employees to focus on the underlying performance of~~ our ~~investment~~Company ~~funds~~or ~~and~~

Filing Compare · VPR Brands, LP.