The following discussion and analysis of the financial condition and results of operations of VPR Brands, LP (the "Company") should be read in conjunction with our unaudited condensed financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. References in this Management's Discussion and Analysis of Financial Condition and Results of Operations to "us," "we," "our," and similar terms refer to the Company. This Quarterly Report on Form 10-Q includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as "anticipate," "estimate," "plan," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to the "Risk Factors" section of the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on April 15, 2022.





Overview


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





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

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

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

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




  ? Prosecute and enforce our patent rights;




  ? License our intellectual property; and




  ? Develop private label manufacturing programs.



Results of Operations for the Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021





Revenues


Our revenues for the three months ended June 30, 2022 and 2021 were $920,705 and $1,709,719, respectively. The decrease was a result of 2021 including higher online direct to customer sales compared to 2022 due to COVID-19.





Cost of Sales


Cost of sales for the three months ended June 30, 2022 and 2021 was $553,122 and $915,815, respectively. The decrease was a result of 2021 including higher online direct to customer sales compared to 2022 due to COVID-19.





Operating Expenses


Operating expenses for the three months ended June 30, 2022 were $460,470 as compared to $457,895 for the three months ended June 30, 2021.





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Other Income (Expense)


Net other income for the three months ended June 30, 2022 were $166,620 as compared to net other expense of $71,223 for the three months ended June 30, 2021. The change is due primarily to forgiveness of the PPP loans, settlement income and gain on modification of lease.





Net Income


Net income for the three months ended June 30, 2022 was $73,733 compared to net income of $264,786 for the three months ended June 30, 2021.

Results of Operations for the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021





Revenues


Our revenues for the six months ended June 30, 2022 and 2021 were $1,975,937 and $2,961,777, respectively. The decrease was a result of 2021 including higher online direct to customer sales compared to 2022 due to COVID-19.





Cost of Sales


Cost of sales for the six months ended June 30, 2022 and 2021 was $1,182,242 and $1,626,316, respectively. The decrease was a result of 2021 including higher online direct to customer sales compared to 2022 due to COVID-19.





Operating Expenses


Operating expenses for the six months ended June 30, 2022 were $975,913 as compared to $995,798 for the six months ended June 30, 2021.





Other Income (Expense)


Net other income for the six months ended June 30, 2022 were $108,710 as compared to net other expenses of $176,528 for the six months ended June 30, 2021. The change is due primarily to forgiveness of the PPP loans, settlement income and gain on modification of lease.





Net Loss


Net loss for the six months ended June 30, 2022 was $73,508 compared to net income of $163,135 for the six months ended June 30, 2021.

Liquidity and Capital Resources

The Company used cash in operating activities of $384,957 for the six months ended June 30, 2022 as compared to $52,214 of cash used in the six months ended June 30, 2021. Cash used in operations in 2022 resulted from the Company's net loss of approximately $73,500, decreases in accounts payable, increases in accounts receivable and customer deposits, offset by decreases in vendor deposits and inventory . Cash used in operations in 2021 resulted from the Company's net income of approximately $163,000, reduced by increases in accounts receivable and inventory, offset by a decrease in vendor deposits and increase in accounts payable.

During the six months ended June 30, 2022, the Company received $492,000 from the issuance of notes payable to related parties, $250,000 from the issuance of a promissory note, repaid $111,081 of principal on notes payable to related parties, repaid $164,684 of principal on notes payable, and repaid $78,367 of convertible debt. During the six months ended June 30, 2021, the Company received $310,000 from the issuance of notes payable to related parties, repaid $294,483 of principal on notes payable to related parties, repaid $78,855 of principal on notes payable, and received $190,057 of notes payable proceeds under the Paycheck Protection Program ("PPP") and Economic Injury Disaster Loan ("EIDL") program. Both the PPP and EIDL are financial programs under the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") signed into law on March 27, 2020 to provide economic relief to small businesses adversely impacted by COVID-19.





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Assets


At June 30, 2022 and December 31, 2021, we had total assets of $1,258,783 and $1,254,772, respectively. Assets primarily consist of the cash accounts held by the Company, inventory, vendor deposits, accounts receivable and a right-to-use asset.





Liabilities



At June 30, 2022 and December 31, 2021, we had total liabilities of $3,447,086 and $3,369,567, respectively.

The Company plans to pursue equity funding to expand its brand. Through equity funding and the current operations, including the acquisition of the Vapor line of business, the Company expects to meet its current capital needs. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing may involve dilution to our shareholders. In the alternative, additional funds may be provided from cash flow in excess of that needed to finance our day-to-day operations, although we may never generate this excess cash flow. If we do not raise additional capital or generate additional funds, implementation of our plans for expansion will be delayed. If necessary we may withdraw from certain growth strategies to conserve cash for continued operations.





Going Concern


The Company had an accumulated deficit of $10,288,507 and negative working capital of $1,807,934 as of June 30, 2022. As of June 30, 2022, the Company had approximately $5,506 in cash and cash equivalents, which will not be sufficient to fund the operations and strategic objectives of the Company over the next twelve months from the date of issuance of these financial statements. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The Company will be required to obtain additional financing and capital and expects to satisfy its cash needs primarily from the additional issuance of equity securities or indebtedness in order to sustain operations until it can achieve profitability and positive cash flows, if ever. There can be no assurances, however, that adequate additional funding will be available on favorable terms, or at all. If such funds are not available in the future, the Company may be required to delay, significantly modify or terminate its operations, all of which could have a material adverse effect on the Company.





COVID-19


In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 has affected segments of the global economy and may affect our operations, including the potential interruption of our supply chain. We are monitoring this situation closely, and although operations have not been materially affected 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 of COVID-19, or another infectious disease, could also negatively affect the operations at our third-party manufacturers, which could result in delays or disruptions in the supply of our products. In addition, we may take temporary precautionary measures intended to help minimize the risk of the virus to our employees, including temporarily requiring all employees to work remotely, suspending all non-essential travel worldwide for our employees, and discouraging employee attendance at industry events and in-person work-related meetings, which could negatively affect our business.

The extent to which COVID-19 impacts our operations will 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 the coronavirus or treat its impact, among others. 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.

This depends on the success of the vaccine distribution and its efficacy during the rest of the year which is uncertain. The Company has implemented work from home procedures and increased its online sales capabilities to be able to offset impact from such outbreaks in the future.

Off-Balance Sheet Arrangements

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





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Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires the appropriate application of certain accounting policies, which require us to make estimates and assumptions about future events and their impact on amounts reported in our financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material to the financial statements.

We believe our application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates, including those related to [IDENTIFY RELEVANT POLICIES AND ESTIMATES] are reevaluated on an ongoing basis, and adjustments are made when facts and circumstances dictate a change.

Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary estimates. Our critical accounting policies and estimates are discussed in and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 15, 2022 (the "2021 Form 10-K"). There have been no material changes to the critical accounting estimates disclosed in the 2021 Form 10-K. T

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on the Company's accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flow when implemented.

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