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, 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

 (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

(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

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

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.

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).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 28, 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 $ 5,613,677. 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 16, 2025 was 91,746,806.

 Documents incorporated by reference: None

 VPR Brands, LP

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 SIGNATURES

 i

 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.

 ii

 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
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
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. We also
conduct most of our private label production for cannabis oriented vaporizers.

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

 Electronic cigarettes are generally marketed 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
smoke, tar, ash or carbon monoxide. In many cases electronic cigarettes are not subject to the use prohibitions of tobacco-burning 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%.

 We maintain our 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 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. We are 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. Former U.S. Attorney General Merrick Garland indicated that he was deprioritizing enforcement of low-level cannabis
crimes such as possession, and 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. There were no new federal cannabis memoranda issued
by the Biden Administration or any published change in federal enforcement policy. We are unaware of any new enforcement guidelines being
released by the Trump administration. 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
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. 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 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 us of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may
be brought against 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
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 a 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
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
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
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.

 As noted, 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, while also clarifying which products are and are not covered by the rule. The final rules 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. We also have several trademarks ( ELF, HONEYSTICK, PHANTOM, RIPPER, VPOD, VAPOR X,) for licensing activities.
We are 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. We have hired a law firm on contingency basis to file suit against infringers.

 License of
our Technology and Trademarks

 In 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.

 Private Label

 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

 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 of our business strategy focuses on the establishment of contractual
relationships with distributors and prominent branding focused on performance and quality. We are aware that e-cigarette competitors in
the industry are also seeking to enter into such contractual relationships and try to create brand loyalty. In many cases, competitors
for such contracts may have greater management, human, and financial resources than we do for entering into such contracts and for attracting
distributor relationships. Furthermore, certain of our electronic cigarette competitors may have better control of their supply and distribution,
be, better established, larger and better financed than us.

 We also compete against "big 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 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 brands. 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 face competition from manufacturers in
China as they try to increase their U.S. presence by marketing directly to members within our supply and value chain similar products.

 We 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

 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.

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

 Source and Availability of Raw Materials

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

 Intellectual Property

 We own the following U.S. patent:

 Electronic Cigarette, Patent 8,205,622 as issued by the United States Patent and Trademark Office on May 14, 2012.

 We own the following U.S. Trademarks:

 HoneyStick, Dissim, VPOD, HRB, Phantom, ELF, Ripper, Crumble, Bee master

 We have the following U.S. Trademarks Pending:

 TWITCH, HELIUM, Auto Draw, VPR, FLASH

 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

 N/A

 N/A

 CHILLER B

 86856798

 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

 5012853

 2-Aug-16

 THE B-HIGH'V

 86856819

 5017261

 9-Aug-16

 THE BUMBLER

 86856830

 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:

 Greenecig.com

 Greenpuffer.com

 Mrecig.com

 Nicstics.com

 Onedollarecig.com

 Onedollarecigs.com

 Smokeexchange.com

 Smokegenius.com

 www.vaporin.com

 www.kraveit.com

 www.vapehoneystick.com

 Additional Trademarks

 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

 Government Regulations

 Tobacco Deemed Products

 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 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.

 The Tobacco Control Act also requires establishment,
within the FDA's new Center for Tobacco Products, of a Tobacco Products Scientific Advisory Committee to provide advice, information
and recommendations with respect to the safety, dependence or health issues related to tobacco products.

 The 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:

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

 health and addictiveness warnings on product packages and in advertisements;

 a ban on vending machine sales unless the 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;

 registration with, and reporting of product and ingredient listings to, the FDA;

 no marketing of new tobacco products prior to FDA review;

 no direct and implied claims of reduced 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;

 payment of user fees;

 ban on free samples; and

 childproof packaging.

 In addition, 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 States. 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. We 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 we were to undertake obtaining premarket approval through any of the available pathways.

 Since there were virtually no e-liquid, e-cigarettes
or other vaping products on the market as 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 e-liquid, e-cigarettes or other vaping products would have to follow the PMTA pathway which would cost hundreds of thousands of dollars
per application. Furthermore, the Deeming Regulations also effectively froze the U.S. market on August 8, 2016 since any new e-liquid,
e-cigarette or other vaping product would be required to obtain an FDA marketing authorization though one of the aforementioned pathways.
Deemed Tobacco Products that were on the market prior to August 8, 2016 have been provided with a grace period where such products can
continue to be marketed until the May 12, 2020 PMTA submission deadline. Upon submission of a PMTA, such products would be permitted to
be sold pending the FDA's review of the submitted PMTAs, even if the May 12, 2020 deadline has passed.

 In a press release dated July 28, 2017, the FDA
also stated that "the FDA plans to issue foundational rules to make the product review process more efficient, predictable, and
transparent for manufacturers, while upholding the agency's public health 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 FDA also plans to finalize guidance on
how it intends to 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 guidance documents".

 We have not filed any PMTAs. We have switched
all of our nicotine products to Tobacco Free Nicotine and/or have almost completely stopped selling nicotine based vapor products. We
are determined to focus on cannabis vape hardware products and lighters.

 In 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.

 We may be required to discontinue, prohibit or
suspend sales of our e-liquid products in states that require us to obtain a retail tobacco license. If we are unable to obtain certain
licenses, approvals or permits and if we are 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 us, then we may be required to cease sales
and distribution of our e-liquid products to those states, which would have a material adverse effect on our business, results of operations
and financial condition.

 As a result of FDA import alert 66-41 (which allows
the detention of unapproved drugs promoted in the U.S.), U.S. Customs has from time to time temporarily and in some instances indefinitely
detained certain products. If the FDA modifies the import alert from its current form which allows U.S. Customs discretion to release
the products, to a mandatory and definitive hold, we may no longer be able to ensure a supply of raw materials or saleable product, which
will have material adverse effect on our business, results of operations and financial condition.

 At present, neither the Prevent All Cigarette
Trafficking Act (which prohibits the use of the USPS to mail most tobacco products and which amends the Jenkins Act, which
would require individuals and businesses that make interstate sales of cigarettes or smokeless tobacco to comply with state tax laws)
nor the Federal Cigarette Labeling and Advertising Act (which governs how cigarettes can be advertised and marketed)
apply to electronic cigarettes. The application of 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.

 As noted above, the PACT Act now applies to apply
to e-cigarettes and all vaping products.

 The tobacco industry expects significant regulatory
developments 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 regulation with the purpose of reducing initiation of tobacco use and encouraging cessation.
Regulatory initiatives that have been proposed, introduced or enacted include:

 the levying of substantial and increasing tax and duty charges;

 restrictions or bans on advertising, marketing and sponsorship;

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

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

 restrictions or bans on the display of tobacco product packaging at the point of sale, and restrictions or bans on cigarette vending machines;

 requirements regarding testing, disclosure and performance standards for tar, nicotine, carbon monoxide and other smoke constituents levels;

 requirements regarding testing, disclosure and use of tobacco product ingredients;

 increased restrictions on smoking in public and work places and, in some instances, in private places and outdoors;

 elimination of duty free allowances for travelers; and

 encouraging litigation against tobacco companies.

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

 Canada

 E-cigarettes with or without nicotine are legal
in Canada. In May 2018, Bill S-5: An Act to amend the Tobacco Act and Non-smokers' Health Act received Royal Assent established
a new legislative framework to regulate the manufacturing, sale, labelling and promotions of vaping products in Canada. Sales of vaping
products containing nicotine are permitted to adults 18 years of age and older. Vaping products containing cannabis are regulated under
the 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, the safety of cannabis vaping devices (such as the batteries) is regulated
under the CCPSA.

 Company's Efforts to Mitigate Risks Associated
with New and Evolving Regulation

 We are 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, it is imperative for our success that these steps are taken and constantly kept
up to date. 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 Products

 Our CBD products are subject to various state
and federal laws regarding the production and sales of hemp-based products. Section 12619 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, the 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. 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.

 Corporate History

 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").

 Under our Limited Partnership Agreement, as amended
(the "partnership agreement"), we are authorized to issue an unlimited number of partnership interests for the consideration
and on the terms and conditions determined by our General Partner, without the approval of the unitholders. We may also issue additional
partnership interests that, as determined by our General Partner, may have rights to distributions or special voting rights to which the
common units are not entitled. The common unitholders do not have preemptive rights under the partnership agreement to acquire additional
common units or other partnership interests. As of the date hereof, 91,746,806 common units, no par value per unit, are issued and outstanding
and no Class A preferred units, no par value per unit, are issued and outstanding.

 Since our inception, we have 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, 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 this transaction our business
objectives pivoted and we 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.

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

 The 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.

 On May 29, 2015, we 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. The Private Placement was expected to occur in multiple tranches.
For the first tranche, on June 4, 2015, we 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. 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. We expected to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches
of the Private Placement. No placement agent has participated in the Private Placement.

 In connection with the Share Purchase Agreement, 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.

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

 We, Soleil Capital Management LLC and Greg Pan entered into a Termination
of Share 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 December 9, 2015, Mr. sold an aggregate of
9,000,000 of his common units at a sale price of $0.01 per unit (for an aggregate of $90,000) to Jacob Levy (1,000,000 units), Nissim
Levy (1,000,000 units), Sara Morad (1,000,000 units), Yaron Edery (1,000,000 units), Barry Rub (2,000,000 units), Hannah Frija (2,000,000
units), and Ralph Frija (1,000,000 units).

 On 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.

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

 Asset Purchase Agreement with Vapor Corp.

 On July 29, 2016, we entered into an Asset Purchase
Agreement (the "Purchase Agreement") between Vapor and Mr. Frija (the former Chief Executive Officer of Vapor), pursuant to
which Vapor sold Vapor's wholesale operations and inventory related thereto (collectively, "Assets") to us. The Vapor
acquisition and the line of business was accounted for using the purchase method.

 February 2019 Notes

 In February 2019, we issued five similar senior
convertible promissory notes, each having a principal amount of $200,000 to each of (i) Brikor LLC (the "Brikor Note"); (ii)
Mike Daiagi and Mathew Daiagi jointly (the "Daiagi and Daiagi Note"); (iii) Amber Investments LLC (the "Amber Investments
Note"); (iv) K & S Pride Inc. (the "K & S Pride Note"); and (v) Surplus Depot Inc. (the "Surplus Depot
Note" and collectively with the Brikor Note, Daiagi and Daiagi Note, Amber Investments Note, K & S Pride Note and Surplus Depot
Note, the "February 2019 Notes"). The principal amount due under the February 2019 Notes bear 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 each of the
February 2019 Notes) are due and payable on the third anniversary of the issue date. The February 2019 Notes and the amounts payable thereunder
are unsecured obligations and are senior in right of payment and otherwise to all indebtedness, as provided in the February 2019 Notes,
and each of them.

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 February 2019 Notes are convertible into common
units. Pursuant to the terms of the February 2019 Notes, the holders have the right, at their option, to convert any portion of the outstanding
and unpaid Conversion Amount (as hereinafter defined) into common units in accordance with the provisions of the February 2019 Notes at
the Conversion Rate (as hereinafter defined). The number of common units issuable upon conversion of any Conversion Amount will be determined
by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the February 2019 Notes) (such result, the
"Conversion Rate"). "Conversion Amount" means the sum of (A) the portion of the principal balance of the February
2019 Notes to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such
principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)),
if any.

 Frija Notes

 From time to time we have received funds from
Mr. Frija, our Chief Executive Officer, President, principal financial officer, principal accounting officer, Chairman of the Board, and
significant unitholder, in exchange for promissory notes (the "Frija Notes"). All of the Frija Notes were unsecured, bore
an interest rate of 24% per annum, were due on the one year anniversary of the date of the respective Frija Note, and permitted Mr. Frija
to deduct one ACH payment from our bank account in the amount of $500 per business day until the principal amount due and accrued interest
was repaid on each of the Frija Notes. Information regarding certain of the Frija Notes is included below.

 On February 25, 2021, we received $75,000 pursuant
to a promissory note in the principal amount of $100,001 issued in May 2021, to Mr. Frija ("April 2021 Frija Note") An additional
amount of $5,000 was received in January 2021. The balance of the April 2021 Frija Note ($43,550) was repaid during the year ended December
31, 2023. Accordingly, the balance of the April 2021 Frija Note as of December 31, 2024 and 2023 was $0.

 From May to June 2021, we received $100,001 pursuant
to a promissory note in the principal amount of $100,001 issued in June 2021, to Mr. Frija ("June 2021 Frija Note") The balance
of the June 2021 Frija Note ($68,760) was repaid during the year ended December 31, 2023. Accordingly, the balance of the April June 2021
Frija Note as of December 31, 2024 and 2023 was $0.

 From June to September 2021, we received $100,001
pursuant to a promissory note in the principal amount of $100,001 issued in September 2021, to Mr. Frija ("September 2021 Frija
Note"). The balance of the September 2021 Frija Note ($87,099) was repaid during the year ended December 31, 2023. Accordingly,
the balance of the September 2021 Frija Note as of December 31, 2024 and 2023 was $0.

 In 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.

 In November 2021, we received $100,001 pursuant
to a promissory note in the principal amount of $100,001 (the "November 2021 2nd Frija Note") to Mr. Frija. The balance of
the November 2021 2nd Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the November
2021 2nd Frija Note as of December 31, 2024 and 2023 was $0.

 On December 8, 2021, we issued a promissory note
in the principal amount of $100,001 (the "December 2021 Note") to Mr. Frija. The balance of the December 2021 Note ($100,001)
was repaid during the year ended December 31, 2023. Accordingly, the balance of the December 2021 Note as of December 31, 2024 and 2023
was $0.

 In December 2021, we received $60,000 and in January
2022 received $40,001 of advances pursuant to a promissory note in the principal amount of $100,001 (the "January 2022 Frija Note")
to Mr. Frija. The balance of the January 2022 Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the
balance of the January 2022 Frija Note as of December 31, 2024 and 2023 was $0.

 In January 2022, the Company received $100,001
pursuant to a promissory note in the principal amount of $100,001 (the "January 2022B Frija Note") to Mr. Frija. The balance
of the January 2022B Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the January
2022B Frija Note as of December 31, 2024 and 2023 was $0.

 In January 2022, the Company received $101,000
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.

 In March 2022, the Company received $101,000 pursuant
to a promissory note in the principal amount of $100,001 (the "March 2022 Frija Note") to Mr. Frija. The balance of the March
2022 Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the March 2022 Frija Note as
of December 31, 2024 and 2023 was $0.

 In April 2022, the Company received $100,001 pursuant
to a promissory note in the principal amount of $100,001 (the "April 2022 Frija Note") to Mr. Frija. The balance of the April
2022 Frija Note ($50,809) was repaid during the year ended December 31, 2024. The balance of the April 2022 Frija Note as of December
31, 2024 and 2023 was $0 and $50,809, respectively.

 In May 2022, the 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 "May 2022
Frija Note") to Mr. Frija. The balance of the May 2022 Frija Note ($100,001) was repaid during the year ended December 31, 2024.
The balance of the May 2022 Frija Note as of December 31, 2024 and 2023 was $0 and $100,001, respectively.

 In September 2022, the Company received $1,000
and in October 2022 received $14,000 of advances pursuant to a promissory note in the principal amount of $100,001 (the "September
2022 Note") to Mr. Frija. The balance of the September 2022 Note ($15,000) was repaid during the year ended December 31, 2024. The
balance of the September 2022 Note as of December 31, 2024 and 2023 was $0 and $15,000, respectively.

 Employees

 As of December 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.

 Legal Proceedings

 From time to time, we are involved in various
claims and legal actions arising in the ordinary course 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.

 Recent Developments

 Pop Vapor Settlement

 In February
2025, we entered into a Settlement Agreement & Release (the "Pop Vapor Agreement") with Pop Vapor Co LLC ("Pop Vapor").
The Pop Vapor Agreement was entered into in the ordinary course of business, following our assertion of patent infringement of U.S. patent
no. 8,205,622 (the "Patent"), by Pop Vapor, related to Pop Vapor's autodraw electronic cigarette products
under the POP HIT brand, including the Pop Disposable Device (the "Pop Vapor Dispute").

 Pursuant
to the terms of the Pop Vapor Agreement, the parties agreed to settle the Pop Vapor Dispute according to the following terms: Pop
Vapor shall pay us the sum of $30,000 within 14 days of entry into the Pop Vapor Agreement, and we granted
to Pop Vapor a non-exclusive, non-assignable, perpetual license to the Patent and related patents, including the both the
Patent and all parents, continuations, continuations in part, or divisionals of the Patent or its family members, and has allowed Pop
Vapor to make, use, sell, offer for sale, import, export, supply, lease, distribute, purchase, perform, provide, display, transmit, or
otherwise practice from the Patent family, with respect to manufacturing, marketing and selling the POP Hit devices, in consideration
of the royalty payment terms, as follows:

 Pop Vapor will pay a royalty of $0.05 per unit
of the POP Hit branded devices sold by Pop Vapor beginning on April 1, 2024, through the earlier of (1) a final finding of invalidity
and/or unenforceability of the Patent or (2) the expiration of the Patent (currently expected on July 16, 2030); and

 The royalty 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.

 Daze
Settlement

 In December
2024, we entered into a Settlement Agreement & Release (the "Daze Agreement") with 7 Daze LLC ("Daze"). The
Daze Agreement was entered into in the ordinary course of business, following our assertion of patent infringement of the Patent by Daze's
autodraw electronic cigarettes, including those marketed under the Ohmlet and Egge brand names, and any other auto-draw electronic cigarette
marketed and/or sold by Daze (the "Daze Dispute").

 Pursuant
to the terms of the Daze Agreement, the parties agreed to settle the Daze Dispute, and we granted to Daze and its parents, subsidiaries
and related companies a fully paid-up, royalty free, non-exclusive license to practice the invention in the Patent and all related patents
and applications in the United States and worldwide, for the full term of the Patent and all related patents and applications including,
without limitation, without limitation, the rights to make, have made, use, import, license, offer to sell, and sell the invention in
the Patent and all related patents and applications. The License also serves as a covenant not to sue Daze in connection with Daze and
its parents', subsidiaries' and related companies' manufacturing, use, distribution, or sale of any products for infringement
of the invention in the Patent and all related patents and applications.

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

 i.
 $25,000 on or before December 20, 2024; and

 ii.
 Six monthly payments of $12,500, due on the first day of each
consecutive month beginning on February 1, 2025 and ending with the sixth and final payment due July 1, 2025.

 Item 1A. Risk Factors

 Various 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."

 Below is a summary of material risks, uncertainties and other factors
that could have a material effect on our business and our operations:

 We have a history of operating losses and our auditors have
indicated that there is a substantial doubt about our ability to continue as a going concern.

 We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar other constraints, which can make compliance costly and subject us to enforcement actions by governmental agencies.

 We face intense competition and our failure to compete effectively could have a material adverse effect on our business, results of operations and financial condition.

 We may be unable to promote and maintain our brands.

 We expect that new products and/or brands we develop will expose us to risks that may be difficult to identify until such products and/or brands are commercially available.

 If we are unable to manage our anticipated future growth, our business and results of operations could suffer materially.

 We are subject to significant product liability litigation.

 Sales of conventional tobacco cigarettes have been declining, which could have a material adverse effect on our business.

 Our patents and our ability to enforce them.

 We may not be able to adequately protect our intellectual property rights in China or elsewhere, which could harm our business and competitive position.

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

 Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.

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

 We may not be successful in maintaining the consumer brand recognition and loyalty of our products.

 We are subject to significant product liability litigation.

 If we are the subject of future product defect or liability suits, our business will likely fail.

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

 Product exchanges, returns and warranty claims may adversely affect our business.

 Adverse economic conditions may adversely affect the demand for our products.

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

 We may not be able to establish sustainable relationships with large retailers or national chains.

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

 We depend on third party manufacturers for our products.

 We rely on Chinese manufacturers to produce our products.

 Changes in U.S. and foreign government administrative policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on us.

 We may face competition from foreign importers who do not comply with government regulation.

 Our results of operations could be adversely affected by currency exchange rates and currency devaluations.

 We depend on our General Partner and its managers, Messrs. Frija and
Pan.

 Rights of limited partners are significantly different than rights of shareholders of a corporation.

 Our General Partner, Soleil Capital Management LLC, is solely responsible for our operations.

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

 The control of our General Partner may be transferred to a third party without common unitholder consent.

 We have hired and 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 and maintain the effectiveness of our internal control over financial reporting and our disclosure controls and procedures.

 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.

 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.

 The business that we conduct outside the U.S. may be adversely affected by international risk and uncertainties.

 Our business is primarily involved in the sales of products that contain nicotine and/or CBD, which faces significant regulation and actions that may have a material adverse effect on our business.

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

 Significant increases in state and local regulation of our products have been proposed or enacted and are likely to continue to be proposed or enacted in numerous jurisdictions.

 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.

 Recent bans on the sales of flavored e-cigarettes directly impact the markets in which we may sell our products, and may have a material adverse impact on our business.

 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.

 The regulation of tobacco products by the FDA in the United States
and the issuance of Deeming Regulations may materially adversely affect our business.

 The market for electronic cigarettes and vapor products is a niche market, subject to a great deal of uncertainty and is still evolving.

 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.

 Possible yet unanticipated changes in federal 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.

 If 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 prosecuted or forced to suspend or cease operations.

 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.

 Sources of hemp-derived CBD depend upon legality of cultivation, processing, marketing and sales of products derived from those plants under state law.

 Because our distributors may only sell and ship our products containing hemp-derived CBD in states that have adopted laws and regulations qualifying under the 2018 Farm Act, a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale of intended products containing hemp-derived CBD.

 Our business, results of operations and financial condition could be adversely affected if we are taxed like other tobacco products or if we are required to collect and remit sales tax on certain of our internet sales.

 We may have a difficult time obtaining the various insurances that are desired to operate our business in the CBD industry, which may expose us to additional risk and financial liability.

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

 Our stock price is likely to be highly volatile because of several factors, including a limited public float.

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

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

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

 Units eligible for future sale may adversely affect the market.

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

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

 RISKS RELATED TO OUR BUSINESS

 We are affected by extensive laws, governmental
regulations, administrative determinations, court decisions and similar other constraints, which can make compliance costly and subject
us to enforcement actions by governmental agencies.

 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.

 We face intense competition and our failure
to compete effectively could have a material adverse effect on our business, results of operations and financial condition.

 Competition in 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 companies, through their electronic cigarettes business segments; the nature of our competitors
is varied as the market is highly fragmented and the barriers to entry into the business are low.

 We compete primarily on the basis of product quality,
brand recognition, brand loyalty, service, marketing, advertising and price. We are subject to highly competitive conditions in all aspects
of our business. 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.

 Our principal competitors are "big 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
in sachet form that resembles small tea bags), 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 of cigarettes. There can be no assurance that we will be able to compete successfully
against any of our competitors, 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 by offering price discounts, which could have a materially adverse effect on our business, results of operations and
financial condition.

 We may be unable to promote and maintain our
brands.

 We believe that establishing and maintaining our
brand is a critical aspect of attracting and expanding a large customer base. Promotion and enhancement of our brands will depend largely
on our success in continuing to provide high quality products. If 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 customers and end
users, we will risk diluting our brand identities and decreasing their attractiveness to existing and potential customers.

 Moreover, in order to attract and retain customers
and to promote and maintain our brand equity in response to competitive pressures, we may have to increase substantially our financial
commitment to creating and 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 operations and financial condition could be adversely affected.

 We expect that new products and/or brands we
develop will expose us to risks that may be difficult to identify until such products and/or brands are commercially available.

 We are currently developing, and in the future
will continue to develop, new products and brands, the risks of which 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.

 If we are unable to manage our anticipated
future growth, our business and results of operations could suffer materially.

 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:

 hire, train and manage additional employees;

 expand our marketing and distribution capabilities;

 increase our product development activities

 add additional qualified finance and accounting personnel; and

 implement and improve our administrative, financial and operational systems, procedures and controls.

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

 We are subject to significant product liability
litigation.

 The 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.

 As a result of 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.

 As a result, we may face substantial 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.

 Sales of conventional tobacco cigarettes have
been declining, which could have a material adverse effect on our business.

 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.

 Our patents and our ability to enforce them.

 We have a portfolio of issued U.S. and Chinese
patents, however we cannot provide any assurances that our patents will not be challenged and if challenged, will be upheld and deemed
valid. Furthermore our efforts to enforce our patent may be costly and there can be no assurances that should we seek to prosecute and
enforce 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 retain counsel on a contingency
basis, we may be unable to pursue prosecution of the infringers of our patents.

 We may not be able to adequately protect our
intellectual property rights in China or elsewhere, which could harm our business and competitive position.

 We believe that patents, trademarks, trade secrets
and other intellectual property we use and are developing are important to sustaining and growing our business. We utilize third party
manufacturers to manufacture our products in China, where the validity, enforceability and scope 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 hampered by corruption and local protectionism. Accordingly, we may not be able to adequately protect
our intellectual property in China, which could have a material adverse effect on our business, results of operations and financial condition.
Furthermore, policing unauthorized use of our intellectual property in China and elsewhere is difficult and expensive, and we may need
to resort 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 and competitive position.

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

 Competitors 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.

 Adverse publicity associated with our products
or ingredients, or those of similar companies, could adversely affect our sales and revenue.

 Adverse publicity concerning any actual or purported failure by us
to comply with applicable laws and regulations regarding any aspect of our business could have an adverse effect on our public perception.
This, in turn, could negatively affect our 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.

 Our distributors' and customers' perception
of the safety and quality of our products or even similar products distributed by others can be significantly influenced by national media
attention, publicized scientific research or findings, product liability claims and other publicity concerning our 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 perception of our products. Claims that any products
are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the
market demand for our products, including reducing our sales and revenue.

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

 The loss of our CEO 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
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.

 We may not be successful in maintaining the
consumer brand recognition and loyalty of our products.

 We compete in a market that relies on innovation
and the ability to react to evolving consumer preferences. The smoke accessories industry in particular is subject to changing consumer
trends, 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 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 attention to health concerns associated with vaping,
price-sensitivity in the presence of competitors' products or substitute products and trends in favor of new products that are currently
being researched and produced by participants in our industry.

 We are subject to significant product liability
litigation.

 The 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.

 As a result of 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.

 As a result, we may face substantial 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 we are the subject of future product defect
or liability suits, our business will likely fail.

 In 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 experience product recalls, we may incur
significant and unexpected costs and our business reputation could be adversely affected.

 We may be exposed 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.
A product recall 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 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.

 Product exchanges, returns and warranty claims
may adversely affect our business.

 If we are unable to maintain an acceptable degree
of quality control of 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 economic conditions may adversely affect
the demand for our products.

 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.

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

 We rely significantly on the efforts of independent
distributors to purchase and distribute our products to wholesalers 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
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 effect on our business, financial condition and results of operations.

 We 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 establish sustainable
relationships with large retailers or national chains.

 We believe the best way to develop brand and product
recognition and increase sales volume is to establish relationships with large retailers and national chains. We currently do not have
any established relationships with large retailers and or national chains and we cannot provide any assurances that we will be successful
in our efforts to establish such relationships and or if we would be able to pay the costs associated with establishing such national
accounts. Our inability to develop and sustain relationships with large retailers and national chains will impede our ability to develop
brand and product recognition and increase sales volume and, ultimately, require us to pursue and rely on local and more fragmented sales
channels, which will have a material adverse effect on our business, results of operations and financial condition.

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

 We may not be able to adapt as the electronic
cigarette industry and customer demand evolves, whether attributable to regulatory constraints or requirements, a lack of financial resources
or our failure to respond in a timely and/or effective manner to new technologies, customer preferences, changing market conditions or
new developments in our industry. Any of the 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 operations.

 We depend on third party manufacturers for
our products.

 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.

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

 We rely on Chinese manufacturers to produce
our products.

 Our manufacturers are based in China. Certain
Chinese factories and the products they export have 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.

 Changes in U.S. and foreign government administrative
policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect
on us.

 As 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 may face competition from foreign importers
who do not comply with government regulation.

 We may face competition from foreign sellers of
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.

 Our results of operations could be adversely
affected by currency exchange rates and currency devaluations.

 Our functional currency is the U.S. dollar; substantially
all of our purchases and sales are currently generated in U.S. dollars. However, our manufacturers and suppliers 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 on our General Partner and its managers,
Messrs. Frija and Pan.

 Our performance is directly correlated to the
performance of our General Partner. Due in part to our size, the loss of the services of Messrs. 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.

 Rights of limited partners are significantly
different than rights of shareholders of a corporation.

 We are organized as a limited partnership. Members
of limited partnerships, also known as limited partners, have different rights than shareholders of a corporation. Due to our structure
as a limited partnership, your rights as a stakeholder are governed by our 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.

 Our General Partner, Soleil Capital Management
LLC, is solely responsible for our operations.

 The current managers of our General Partner are
Kevin Frija, who is our current executive officer, Chairman, and a director, and Greg Pan, who is a director. Through the 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 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.

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

 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.

 The control of our General Partner may be transferred
to a third party without common unitholder consent.

 Our General Partner may transfer its General Partner
interest to a third party in a merger or consolidation without the consent of our common unitholders. Furthermore, at any time, the members
of our General Partner may sell or transfer all or part of their limited liability company interests in our General Partner without the
approval of the common unitholders, subject to certain restrictions as described elsewhere in this annual report. A new general partner
and/or owner could have different business objectives and/or philosophies then our current business objectives and/or philosophies, employ
individuals who are less experienced in our current business, be unsuccessful in identifying new opportunities in our current area of
business or have a track record that is not as successful as VPR Brand's track record. If any of the foregoing were to occur, we
could experience difficulty in operating our business, and the value of our business, our results of operations and our financial condition
could materially suffer.

 We have hired and 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 and maintain the effectiveness of our internal control over financial
reporting and our disclosure controls and procedures.

 As 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 to 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 (including
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-routine transactions and adequate financial reporting. If we continue to experience
material weaknesses in our internal controls or fail to maintain or implement required new or improved controls, such circumstances could
cause 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, 2024, 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, 2024. 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. These weaknesses have the potential to adversely impact our financial
reporting process and our financial reports. We will need to hire additional qualified accounting and administrative personnel in order
to resolve these material weaknesses.

 We are required to comply with certain provisions
of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act") and if we fail to continue to comply,
our business could be harmed, and the price of our securities could 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 expect to incur significant expenses and to devote resources to Section
404 compliance on an ongoing 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 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 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.

 We use information technologies to securely manage
operations and various business functions. We rely on various technologies, some of which are managed by third parties, to process, transmit
and store electronic information, and to manage or support a variety of business processes and activities, including reporting on our
business 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 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 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 remain undetected for an extended period. We may face other challenges and risks as we upgrade and standardize
our information technology systems as part of our integration of acquired businesses and operations. We have contingency plans in 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 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.

 This 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.

 The business that we conduct outside the U.S.
may be adversely affected by international risk and uncertainties.

 Although our operations are based in the United
States, we conduct business outside of the United States and expect to continue to do so in the future. Any business that we conduct outside
of the United States is subject to additional risks that may have a material adverse effect on our ability to continue conducting business
in certain international markets, including, without limitation:

 Potentially reduced protection for intellectual property rights;

 Unexpected changes in tariffs, trade barriers and regulatory requirements;

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

 Business interruptions resulting from geo-political actions, including war and terrorism or natural disasters, including earthquakes, hurricanes, typhoons, floods and fires; and

 Failure to comply with Office of Foreign Asset Control rules and regulations and the Foreign Corrupt Practices Act ("FCPA").

 These factors or any combination of these factors
may adversely affect our revenue or our overall financial performance.

 RISKS RELATED TO REGULATION AND MARKET

 Our business is primarily involved in the sales
of products that contain nicotine and/or CBD, which faces significant regulation and actions that may have a material adverse effect on
our business.

 Our current 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, including efforts aimed at reducing the incidence of use in minors and efforts seeking to hold
the importers, makers 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 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.

 Additional regulatory challenges may come in future
months and years, including the FDA's publication of new product standards or additional rule making that may impact vape shops
or other small manufacturers, limit adult consumer choices, delay or prevent the launch of new or modified risk tobacco products or products
with claims of reduced risk, require the recall or other removal of certain products from the marketplace, restrict communications including
marketing, advertising, and educational campaigns regarding the product category to adult consumers, restrict the ability to differentiate
products, create a competitive advantage or disadvantage for certain companies, impose additional manufacturing, labeling or packaging
requirements, interrupt manufacturing or otherwise significantly increase the cost of doing business, or restrict or prevent the use of
specified products in certain locations or the sale of products by certain retail establishments. Any of these actions may also have a
material adverse effect on our business. Each of our products are also subject to intense competition and changes in adult consumer
preferences, which could have a material adverse effect on our business.

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

 Many of our products contain nicotine, a chemical
found in cigarettes, e-cigarettes, certain other vapor products and other tobacco products, which is considered to be highly addictive.
The Family Smoking Prevention and Tobacco Control Act empowers the FDA to regulate 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 or discontinue certain 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 have a material adverse effect on our business, financial condition, results of operations, cash flows and or future
prospects.

 Significant increases in state and local regulation
of our products have been proposed or enacted and are likely to continue to be proposed or enacted in numerous jurisdictions.

 There has been increasing activity on the state
and local levels with respect to scrutiny of e-products. State and local governmental bodies across the U.S. have indicated e-products
may become subject to new laws and regulations at the state and local levels. Further, some states and cities, have enacted regulations
that require obtaining a tobacco retail license in order to sell electronic cigarettes and vaporizer products. Many states and some cities
have passed laws restricting the sale of electronic cigarettes and vaporizer products to minors. If one or more states from which we generate
or anticipate generating significant sales of e-products bring actions to prevent us from selling our e-products unless we obtain certain
licenses, approvals or permits, and if we are 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 us, then we may be required to cease sales
and distribution of our products to those states, which could have a material adverse effect on our business, results of operations and
financial condition.

 Certain states and cities have already restricted
the use of electronic cigarettes and vaporizer products in smoke-free venues. Additional city, state or federal regulators, municipalities,
local governments and private industry may enact rules and regulations restricting the use of electronic cigarettes and vaporizer products
in those same places where cigarettes cannot be smoked. Because of these restrictions, our customers may reduce or otherwise cease using
our e-products, which could have a material adverse effect on our business, results of operations and financial condition.

 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.

 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.

 Effective August 8, 2016, FDA's regulatory
authority under the Tobacco Control Act was extended to all remaining tobacco products, including: (i) certain new products (such as electronic
cigarettes, vaporizers and e-liquids) and their components or parts (such as tanks, coils and batteries); (ii) cigars and their components
or parts (such as cigar tobacco); (iii) pipe tobacco; (iv) hookah products; or (v) any other tobacco product "newly deemed"
by FDA. These deeming regulations apply to all products made or derived from tobacco intended for human consumption but excluding accessories
of tobacco products (such as lighters).

 The deeming regulations require us to (i) register
with the FDA and report product and ingredient listings; (ii) market newly deemed products only after FDA review and approval; (iii) only
make direct and implied claims of reduced risk if the FDA approves after finding that scientific evidence supports the claim and that
marketing the product will benefit public health as a whole; (iv) refrain from distributing free samples; (v) implement minimum age and
identification restrictions to prevent sales to individuals under age 18; (vi) develop an approved warning plan and include prescribed
health warnings on packaging and advertisements; and (vii) refrain from selling the products in vending machines, unless the machine is
located in a facility that never admits youth. Newly-deemed tobacco products are also subject to the other requirements of the Tobacco
Control Act, 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 have a material adverse impact on our ability and the cost to manufacture our products.

 The anticipated costs of complying with future
FDA regulations will be dependent on the rules issued by the FDA, the timing and clarity of any new rules or guidance documents accompanying
these rules, the reliability and simplicity (or complexity) of the electronic systems utilized by FDA for information and reports to be
submitted, and the details required by FDA for such information and reports with respect to each regulated product (which have yet to
be issued by FDA). Failure to comply with existing or new FDA regulatory requirements could result in significant financial penalties
and could have a material adverse effect on our business, results of operations, financial condition and ability 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.

 In 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.

 Furthermore, neither the Prevent All Cigarette
Trafficking Act nor the Federal Cigarette Labeling and Advertising Act currently apply to NewGen products. There may, in the future, also
be increased regulation of additives in smokeless products and internet sales of NewGen products. The application of either or both of
these federal laws, and of any new laws or regulations which may be adopted in the future, to NewGen products or such additives could
result in additional expenses and require us to change our advertising and labeling, and methods of marketing and distribution of our
products, any of which could have a material adverse effect on our business, results of operations and financial condition.

 Recent bans on the sales of flavored e-cigarettes
directly impact the markets in which we may sell our products, and may have a material adverse impact on our business.

 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. In addition, several state and local governments
have temporarily or permanently banned the sale of flavored e-cigarettes as of the date of hereof, although some bans have been 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 ban on the sale of flavored nicotine products, including vaping liquids and menthol cigarettes. Any ban on the sale of flavored e-cigarettes
directly limits the markets in which we may sell our products. In the event the prevalence of such bans increases across the United States,
our business, results of operations and financial condition will be materially harmed.

 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.

 There has been increasing activity on the federal,
state, and 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 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.

 Changes to the application of existing laws and
regulations, and/or the implementation of any new laws or regulations that may be adopted in the future, at a federal, state, or local
level, directly or indirectly implicating flavored e-cigarette liquid and 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 regulation of tobacco products by the FDA in the United States
and the issuance of Deeming Regulations may materially adversely affect our business.

 The "Deeming Regulations" issued by
the FDA in May 2016 require any e-liquid, e-cigarettes, and other vaping products considered to be Deemed Tobacco Products that were not
commercially marketed as of the grandfathering date of February 15, 2007, to obtain premarket approval by the FDA before any new e-liquid
or other vaping products can be marketed in the United States. However, any Deemed 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 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 having submitted a PMTA by 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.

 As
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.

 The market for electronic cigarettes 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 future sales and any future profits are substantially dependent upon
the widespread acceptance and use of electronic cigarettes. Rapid growth in the use of, and interest in, electronic cigarettes is recent,
and may not continue on a lasting basis. The demand and market acceptance for these products is subject to a high level of uncertainty.
Therefore, we 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.

 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.

 Because electronic cigarettes and vapor 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. In November 2019, 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.

 Possible yet unanticipated changes in federal
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.

 We 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 Ac t"), 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.

 The 2018 Farm Act delegates the authority to the
states to regulate and limit the production of hemp and hemp derived products within their territories. Although many states have adopted
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 not adopted regulations pursuant to the 2018 Farm Act, or 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 adverse to our
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.

 Additionally, the FDA has indicated its view that
certain types of products containing CBD may not be permissible under the FDCA. The FDA's position is related to its approval of
Epidiolex, 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 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 prosecuted or forced
to suspend or cease operations.

 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 a misconception
that that hemp and marijuana are the same thing. This perception drives much of the regulation of hemp products. Although hemp and marijuana
are both part of the cannabis 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 products are not the direct targets of these laws.

 Cannabis is currently a 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.

 Currently, 25 states and Washington, D.C. have legalized recreational
use for adults 21 years and older, while 38 states have legal medical marijuana programs. An additional 11 states permit the use of products
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.

 However, 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.

 In addition, any negative 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.

 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.

 The efficacy and safety of pharmaceutical products
is established through a process of clinical 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.

 Sources of hemp-derived CBD depend upon
legality of cultivation, processing, marketing and sales of products derived from those plants under state law.

 Hemp-derived CBD 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 hemp-derived 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 of laws and regulations which are now favorable to the cannabis/hemp industry
in 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.

 Because our distributors may only sell and
ship our products containing hemp-derived CBD in states that have adopted laws and regulations qualifying under the 2018 Farm
Act, a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale
of intended products containing hemp-derived CBD.

 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.

 Our business, results of operations and financial
condition could be adversely affected if we are taxed like other tobacco products or if we are required to collect and remit sales tax
on certain of our internet sales.

 Presently 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, all of which generally have high tax
rates and have faced significant increases in the amount of taxes collected on their sales. In recent years, however, state and local
governments 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 March 2025, more than 32 and the 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.

 Should federal, state and local governments and
or other taxing authorities begin or continue to impose excise taxes similar to those levied against conventional cigarettes and tobacco
products on e-products, it may have 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.

 We may be unable to establish the systems and
processes needed to track and submit the excise and sales 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 and financial condition.
States such as New York, Hawaii, Rhode Island and North Carolina have begun collecting sales taxes on Internet sales where companies have
used independent contractors in those states to solicit sales from residents of that state. The requirement to collect, track and remit
sales taxes based on independent affiliate sales may require us to increase our prices, which may affect demand for our products or conversely
reduce our net profit margin, either of which would have a material adverse effect on our business, results of operations and financial
condition.

 We may have a difficult time obtaining the
various insurances that are desired to operate our business in the CBD industry, which may expose us to additional risk and financial
liability.

 Insurance that is otherwise readily available,
such as general liability, and directors and officer's insurance, may become more difficult for us to find, and more expensive,
due to our recent launch of certain products containing hemp-derived CBD. There are no guarantees that we will be able to find such insurances
in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering
into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

 RISKS RELATING TO OUR COMMON UNITS

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

 Our common units are quoted on the OTCQB tier
of the OTC Markets. Trading in securities quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices,
due 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 OTC Markets is not a stock exchange, and
trading of securities on the 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.

 Our stock price is likely to be highly volatile
because of several factors, including a limited public float.

 The market price 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 may not be able to resell
our common units following periods of volatility because of the market's adverse reaction to volatility.

 Other factors that could cause such volatility
may include, among other things:

 actual or anticipated fluctuations in our operating results;

 the absence of securities analysts covering us and distributing research and recommendations about us;

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

 overall stock market fluctuations;

 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.

 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 37,742,631 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 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 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 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 our partnership agreement 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 our limited
partners, issue additional securities 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 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 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.

 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, we are 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 our 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
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. Our 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, we 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.

 Item 5. Market Price for Registrant's
Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities

 Trading Price History

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

 For the fiscal years ended December 31, 2024 and
2023, the following table sets forth the high and low closing bid quotations for our common units as reported by OTC Markets Group. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 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

 On April 15, 2025, the closing price of our common units on the OTCQB
was $0.044 per unit.

 Unitholders of Record

 As of April 16, 2025, we had 91,746,806 outstanding common units and
there were approximately 36 holders of record of our common units, not including holders who hold their units in street name.

 Dividends

 We have never declared or paid a cash dividend.
At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay
dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of 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.

 Item 6. [Reserved]

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

 The following discussion and analysis of the financial
condition and results of operations of VPR Brands, LP ("VPRB" or the "Company") should be read in conjunction
with our 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.

 OVERVIEW

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

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

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

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

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

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

 Prosecute and enforce our patent and trademark rights;

 License our intellectual property; and

 Develop private label manufacturing programs.

 For the fiscal years ended December 31, 2024 and
2023, we generated revenues of $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, 2024.

 Results of Operations

 Results of Operations for the Year Ended December
31, 2024 Compared to the Year Ended December 31, 2023

 Revenues

 Our revenues for the twelve months ended December 31, 2024 and 2023
was $5,676,359 and $9,853,825, respectively. The decrease was a result of a decrease in customer sales and royalty revenue in the year
ended December 31, 2024.

 Cost of Sales

 Cost of sales for the year ended December 31, 2024 and 2023 was $4,143,529
and $4,972,497, respectively. The decrease is the result of a decrease in sales during 2024. Gross margins decreased to 31% in 2024 from
80% in 2023 primarily due to no upfront royalties received in the year ended December 31, 2024.

 Operating Expenses

 Operating expenses for the year ended December 31, 2024 were $2,902,920,
as compared to $2,210,072 for the year ended December 31, 2023. The increase was primarily due to unit-based compensation increases and
increases in selling, general and administrative expenses in the year ended December 31, 2024.

 Other Income

 Other income increased to $1,303,737 for the year
ended December 31, 2024, as compared to $1,141,349 for the year ended December 31, 2023. The increase was mainly attributable to estimated
penalties related to the underpayment of income taxes..

 Net (Loss) Income

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

 Liquidity and Capital Resources

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

 For the Years Ended

 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
)

 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.

 During
the years ended December 31, 2024 and 2023, the Company paid debt of $577,871 in 2024, as compared to $1,665,042 in
2023. During 2024 and 2023, the Company used cash from financing activities of $621,420 and $1,706,517, respectively.

 Assets

 At December 31, 2024 and 2023, we had total assets
of $2,753,410 and $3,191,246, respectively. Assets primarily consist of the cash accounts held by us, inventory, vendor deposits, accounts
receivable and a right-to-use asset. In 2024, our inventory increased by $42,416 as a result of additional purchases for new products,
accounts receivable and royalty receivable collectively decreased by $41,279 from sales, vendor deposits decreased by $74,891, and right
of use asset decreased by $28,890.

 Liabilities

 At December 31, 2024 and 2023, we had total liabilities
of $2,035,131 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.

 Availability of Additional Funds

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

 Since inception, our operations have primarily
been funded through proceeds from equity and debt financing. At December 31, 2024, we had $1,419,934 of cash on hand. Although we believe
that we have access to capital resources, there are no commitments in place for new financing as of the filing date of this 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.

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

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

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

 Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements that
have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to investors.

 Critical Accounting Policies and Estimates

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

 We
consider the recognition and related assumptions used in determining
the collectability of 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.

 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, 2024.

 Accounts Receivable

 We recognize an allowance for expected credit
losses in accordance with Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses, issued
by the Financial Accounting Standards Board ("FASB"). This ASU establishes a current expected credit loss ("CECL")
model, which requires us to measure all expected credit losses for financial assets held at the reporting date based on historical experience,
current conditions, and reasonable and supportable forecasts.

 To estimate expected credit losses, we segregated
our receivables into three risk-based categories, each reflecting distinct credit risk characteristics. A loss rate was then applied to
each category based on historical experience and anticipated losses given the associated risk factors.

 An allowance for credit losses is recorded through
a provision for bad debts charged to earnings. The evaluation of expected credit losses is inherently subjective and requires management
to make estimates that may be subject to significant revision as additional information becomes available.

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

 Income
Taxes

 We have recorded income taxes in accordance with
ASC 740, "Income Taxes," which requires the recognition of deferred tax liabilities and assets for the expected future tax
consequences of differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective
tax bases. Additionally, the Company follows the provisions of FASB ASC 740-10, "Uncertainty in Income Taxes," which establishes
recognition thresholds for tax positions. Under this standard, an entity may only recognize tax positions that meet a "more-likely-than-not"
threshold. As of December 31, 2024, and 2023, we do not believe we have any uncertain tax positions that would require recognition or
disclosure in the accompanying audited financial statements.

 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 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.

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

 On March 21, 2024, the FASB issued ASU No. 2024-01
("ASU 2024-01"), which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope
of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies
to all entities that issue profits interest awards as compensation to employees or non-employees in exchange for goods or services. ASU
2024-01 is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods
within those periods. We are currently evaluating the impact of the adoption of ASU 2024-01 on its financial statements.

 In November 2024, the FASB issued ASU 2024-03,
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.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 As a "smaller reporting company" as
defined by Item 10 of Regulation S-K, we are not required to provide this information.

 Item 8. Financial Statements and Supplementary
Data

 The financial information required by Item 8 begins
on page F-1 through F-19.

 Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 As 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.

 Disclosure controls and procedures refer to controls
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.

 Our management does not expect that our disclosure
controls and procedures will prevent all error and all fraud. A 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.

 As of December 31, 2024, 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(e) and 15d-15(e)
promulgated under the Exchange Act. 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, 2024 due to insufficient personnel to properly prepare, implement
and monitor adequate controls and procedures.

 Management's Annual Report on Internal
Control over Financial Reporting

 Our management 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 Exchange Act.
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, 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:

 We 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, we lacked documented procedures
including documentation related to testing of internal controls and entity-level controls, disclosure review, and other analytics. Furthermore,
we lacked sufficient personnel to properly segregate duties.

 Therefore, our internal control over financial
reporting was not effective as of December 31, 2024.

 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.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. 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 may deteriorate.

 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.

 Changes in Internal Control over Financial
Reporting

 No changes were made to our internal control over
financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

 Item 9B. Other Information

 (a)
 None.

 (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.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and
Corporate Governance

 The following table sets forth the names, ages
and positions of the executive officers and directors of our General Partner, Soleil Capital Management LLC.

 Name

 Age

 Position with the Company

 Since

 Kevin Frija

 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

 Director and Manager of the General Partner

 December 26, 2013

 Daniel Hoff

 Chief Operating Officer

 January 3, 2017

 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 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 25 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.

 Mr. Guocheng "Greg" Pan. Mr.
Pan PhD has been a director of the Company and a director and a manager of our General Partner since December 26, 2013. From December
26, 2013 to June 5, 2015, Mr. Pan served as our non-executive Chairman of the Board of Directors and our General Partner prior to resigning
from such positions 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 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.

 Daniel Hoff. Mr. Hoff has served as Chief
Operating Officer ("COO") since January 3, 2017. Mr. 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.

 Family Relationships

 None.

 Partnership Management and Governance

 Our General Partner manages all of our operations
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.

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

 Our General 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.

 Involvement in Certain Legal Proceedings

 No director, executive officer, significant employee,
or control person of the Company has been involved in any legal or regulatory proceeding listed in Item 401(f) of Regulation S-K in the
past 10 years.

 Board Leadership Structure and Board's
Role in Risk Oversight

 Our Board of Directors has a Chairman, Mr. Frija.
The Chairman has authority, among other things, to preside over Board meetings and set the agenda for Board meetings. Accordingly, the
Chairman has substantial ability to shape the work of our Board of Directors. We believe that separation of the roles of Chairman and
Chief Executive Officer is not necessary at this time to ensure appropriate oversight by the Board of Directors of our business and affairs.
However, no single leadership model is right for all companies and at all times. The Board of Directors recognizes that depending on the
circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the
Board of Directors may periodically review its leadership structure.

 Our Board of Directors is generally responsible
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.

 Committees

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

 Board Composition

 Our General Partner seeks to ensure that the board
of directors of our General Partner will be composed of members whose particular experience, qualifications, attributes and skills, when
taken together, will allow the board to satisfy its oversight responsibilities effectively. In identifying candidates for membership on
the board of directors the board will take into account (a) minimum individual qualifications, such as strength of character, mature judgment,
industry knowledge or experience and an ability to work collegially with the other members of the board of directors, and (b) all other
factors he considers appropriate.

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

 Director Compensation

 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.

 Procedures for Contacting the Board

 The Board has established a process for stockholders
and other interested parties to send written communications to the Board or to individual directors, as applicable. Such communications
should be sent by U.S. mail addressed to:

 Novo Integrated Sciences, Inc. Board
of Directors

 c/o Novo Integrated Sciences, Inc.

 Attention: Corporate Secretary

 11120 NE 2nd Street, Suite 100

 Bellevue, WA 98004

 The 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.

 Depending on the subject matter, the Company's
Corporate Secretary will:

 Forward the communication to the director or directors to
whom it is addressed;

 Attempt to handle the inquiry directly, for example, where
it is a request for information about our Company or if it is a securities-related matter; or

 Not forward the communication if it is primarily commercial
in nature or if it relates to a topic that is not relevant to the Board or is otherwise improper.

 Procedures for Recommending, Nominating
and Evaluating Director Candidates

 Recommending Director Candidates for Nomination
by the Board

 The Board will consider director candidates recommended
by stockholders. A stockholder who wishes to recommend a director candidate for nomination by the Board at an annual meeting of stockholders
or for vacancies of the Board that arise between annual meetings must provide the Board with sufficient written documentation to permit
a determination by the Board whether such candidate meets the required and desired director selection criteria set forth in our bylaws.
Such documentation and the name of the director candidate should be sent by U.S. mail to:

 VPR Brands, LP Board of Directors

 c/o VPR Brands, LP Board of
Directors

 1141 Sawgrass Corporate Parkway

 Sunrise, FL 33323

 Nominating Director Candidates

 For director nominations to be properly brought
before an annual meeting of unitholders by a unitholder, the unitholder must give timely notice in proper written form to the Secretary,
consistent with our organizational documents.

 Evaluating Director Candidates

 The Board has no formal guidelines or policy with
regard to the consideration of any director candidates recommended by unitholders. The Board will consider several factors when evaluating
the appropriate characteristics of candidates for service as a director. The Board initially evaluates a prospective nominee based on
his or her resume and other background information that has been provided to the Board. At a minimum, director candidates must demonstrate
high standards of ethics, integrity, independence, sound judgment, strength of character, and meaningful experience and skills in business
or other appropriate endeavors. In addition to these minimum qualifications, the Board considers other factors it deems appropriate based
on the current needs and desires of the Board, including specific business and professional experience that is relevant to the Board's
needs, including, but not limited to, Board diversity. The Board will contact, for further review, those candidates who the Board believes
are qualified, who may fulfill a specific Board need and who would otherwise best make a contribution to the Board. The Board is responsible
for conducting, with the assistance of the Corporate Secretary, and subject to applicable law, any inquiries into the background and qualifications
of the candidate. Based on the information the Board learns during this process, it determines which nominee(s) to submit for election.
The Board uses a comparable process for evaluating all director candidates, regardless of the source of the recommendation.

 The Board is authorized to use, as it deems appropriate
or necessary, an outside consultant to identify and screen potential director candidates. No outside consultants were used during the
fiscal year ended December 31, 2024 to identify or screen potential director candidates.

 Code of Ethics

 The Company has adopted a code of ethics that
applies to all of our employees, including its principal executive officer, principal financial officer and principal accounting officer,
and the Board. We will provide, free of charge, a copy of our code of ethics to any person, upon request. A copy of the code of ethics
can be requested by writing to us at 1141 Sawgrass Corporate Parkway, Sunrise, FL 33323.

 Item 11. Executive Compensation

 Our compensation philosophy for our future manager
and certain other employees is that compensation should be composed primarily of (1) annual cash payments tied to the performance of the
applicable business unit(s) in which such employee works; (2) long-term carried interest tied to the performance of the investments made
by the funds in the business unit in which such employee works or for 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 of such employee or other circumstances
(for example, if there has been a change of role or responsibility).

 We believe base salary should represent a significantly
lesser component of total compensation. We believe the appropriate combination of annual cash payments and long-term carried interest
or deferred equity awards encourage employees to focus on the underlying performance of our investment funds and objectives of our advisory
clients, as well as the overall performance of the firm and interests of our common unit holders.

 2024 SUMMARY COMPENSATION TABLE

 Unit

 Option

 Nonequity
 Incentive
 plan

 Nonqualified
 deferred
 compensation

 All Other

 Name & Principal Position

 Year

 Salary
 $

 Bonus
 $

 Awards
 $

 Awards
 $

 compensation
 $

 earnings
 $

 Compensation
 $

 Total
 $

 Kevin Frija,

 2024

 $
 198,014

 —

 102,596

 —

 —

 —

 —

 $
 300,610

 Chief Executive Officer and President

 2023

 $
 150,000

 —

 —

 —

 —

 —

 —

 $
 150,000

 Dan Hoff

 2024

 $
 104,000

 —

 102,596

 —

 123,101

 —

 —

 $
 329,697

 Chief Operating Officer

 2023

 $
 70,200

 30,905

 —

 —

 84,452

 —

 —

 $
 185,557

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 The following table provides the names and addresses
of each of our executive officers, each of our directors, all of our directors and executive officers as a group and each person known
to own directly or beneficially more than 5% of our outstanding common units (as determined in accordance with Rule 13d-3 under the Exchange
Act) as of December 31, 2024. On December 31, 2024, there were 91,746,806 common units outstanding. Beneficial ownership is determined
in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated
by footnote, and subject to the community property laws where applicable, to our knowledge the persons named in the table above have sole
voting and investment power with respect to all common units shown as beneficially owned by them. Unless otherwise noted below, the address
for each beneficial owner listed on the table is in care of VPR Brands, LP, 1141 Sawgrass Corporate Parkway, Sunrise, FL 33323.

 Name and address of beneficial owner

 Common

Units

Beneficially

Owned

 Percentage of

Beneficial

Ownership(1)

 Directors and Named Executive Officers

 Kevin Frija

 24,230,824

 26.4

 %

 Dan Hoff

 3,130,447

 3.4

 %

 Guocheng Pan

 10,381,360

 11.3

 %

 All current executive officers and directors as a group (three persons)

 37,742,631

 41.1

 %

 (1)

 In determining the percent of voting units owned by a person (a) the numerator is the number of common units beneficially owned by the person, including units the beneficial ownership of which may be acquired within 60 days upon the exercise of rights to acquire (such as options or warrants) or conversion of convertible securities, and (b) the denominator is the total of (i) the 91,746,806 common units outstanding, plus (ii) any common units which the person has the right to acquire within 60 days upon the exercise of rights to acquire (such as options or warrants) or conversion of convertible securities.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Our Policy Concerning Transactions with
Related Persons

 Under Item 404 of SEC Regulation S-K, a related
person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements
or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were
or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser
of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors,
nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a "significant
unitholder"), or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material
interest.

 We recognize that transactions between us and
any of our Directors or Executives or with a third party in which one of our officers, directors or significant unitholders has an interest
can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than
the best interests of our Company and unitholders.

 The Board of Directors of the Manager is charged
with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as defined in
Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions, as reported or disclosed to the
Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine whether the
terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.

 Transactions

 The following includes a summary of transactions since January 1, 2023,
or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser
of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person
had or will have a direct or indirect material interest.

 From time to time we have received funds from
Mr. Frija, our Chief Executive Officer, President, principal financial officer, principal accounting officer, Chairman of the Board, and
significant unitholder, in exchange for promissory notes (the "Frija Notes"). All of the Frija Notes were unsecured, bore
an interest rate of 24% per annum, were due on the one year anniversary of the date of the respective Frija Note, and permitted Mr. Frija
to deduct one ACH payment from our bank account in the amount of $500 per business day until the principal amount due and accrued interest
was repaid on each of the Frija Notes. Information regarding certain of the Frija Notes is included below.

 On February 25, 2021, we received $75,000 pursuant
to a promissory note in the principal amount of $100,001 issued in May 2021, to Mr. Frija ("April 2021 Frija Note"). An additional
amount of $5,000 was received in January 2021. The balance of the April 2021 Frija Note ($43,550) was repaid during the year ended December
31, 2023. Accordingly, the balance of the April 2021 Frija Note as of December 31, 2024 and 2023 was $0.

 In May and June 2021, we received an aggregate
of $100,001 pursuant to a promissory note in the principal amount of $100,001 issued in June 2021 to Mr. Frija ("June 2021 Frija
Note"). The balance of the June 2021 Frija Note ($68,760) was repaid during the year ended December 31, 2023. Accordingly, the balance
of the June 2021 Frija Note as of December 31, 2024 and 2023 was $0.

 From June through September 2021, we received
an aggregate of $100,001 pursuant to a promissory note in the principal amount of $100,001 issued in September 2021 to Mr. Frija ("September
2021 Frija Note"). The balance of the September 2021 Frija Note ($87,099) was repaid during the year ended December 31, 2023. Accordingly,
the balance of the September 2021 Frija Note as of December 31, 2024 and 2023 was $0.

 In September and November 2021, we received an
aggregate of $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.

 In November 2021, we received $100,001 pursuant
to a promissory note in the principal amount of $100,001 (the "November 2021 2nd Frija Note") to Mr. Frija. The balance of
the November 2021 2nd Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the November
2021 2 nd Frija Note as of December 31, 2024 and 2023 was $0.

 On December 8, 2021, we issued a promissory note
in the principal amount of $100,001 (the "December 2021 Note") to Mr. Frija. The balance of the December 2021 Note ($100,001)
was repaid during the year ended December 31, 2023. Accordingly, the balance of the December 2021 Note as of December 31, 2024 and 2023
was $0.

 In December 2021, we received $60,000 and in January
2022 received $40,001 of advances pursuant to a promissory note in the principal amount of $100,001 (the "January 2022 Frija Note")
to Mr. Frija. The balance of the January 2022 Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the
balance of the January 2022 Frija Note as of December 31, 2024 and 2023 was $0.

 In January 2022, we received $100,001 pursuant
to a promissory note in the principal amount of $100,001 (the "January 2022B Frija Note") to Mr. Frija. The balance of the
January 2022B Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the January 2022B
Frija Note as of December 31, 2024 and 2023 was $0.

 In January 2022, we received $101,000 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.

 In March 2022, we received $101,000 pursuant to
a promissory note in the principal amount of $100,001 (the "March 2022 Frija Note") to Mr. Frija. The balance of the March
2022 Frija Note ($100,001) was repaid during the year ended December 31, 2023. Accordingly, the balance of the March 2022 Frija Note as
of December 31, 2024 and 2023 was $0.

 In April 2022, we received $100,001 pursuant to
a promissory note in the principal amount of $100,001 (the "April 2022 Frija Note") to Mr. Frija. The balance of the April
2022 Frija Note $50,809, which was repaid during the year ended December 31, 2024. Accordingly, the balance of the April 2022 Frija Note
as of December 31, 2024 was $0.

 In May 2022, we 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 "May 2022 Frija Note")
to Mr. Frija. The balance of the May 2022 Frija Note as of December 31, 2023 was $100,001, which was repaid during the year ended December
31, 2024. Accordingly, the balance of the May 2022 Frija Note as of December 31, 2024 was $0.

 In September 2022, we received $1,000 and in October
2022 received $14,000 of advances pursuant to a promissory note in the principal amount of $100,001 (the "September 2022 Note")
to Mr. Frija. The balance of the September 2022 Note as of December 31, 2023 was $15,000, which was repaid during the year ended December
31, 2024. Accordingly, the balance of the September 2022 Note as of December 31, 2024 was $0.

 Indemnification of Directors and Officers

 Under our partnership agreement, in most circumstances
we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities,
joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts: our
general partner; any departing general partner; any person who is or was an affiliate of a general partner or any departing general partner;
any person who is or was a member, partner, tax matters partner, officer, director, employee, agent, fiduciary or trustee of us or our
subsidiaries, the general partner or any departing general partner or any affiliate of ours or our subsidiaries, the general partner or
any departing general partner; any person who is or was serving at the request of a general partner or any departing general partner or
any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent, fiduciary
or trustee of another person; or any person designated by our general partner. We have agreed to provide this indemnification to the extent
such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the partnership,
and with respect to any alleged conduct resulting in a criminal proceeding against such person, to deny indemnification if such person
had reasonable cause to believe that his or her conduct was unlawful. We have also agreed to provide this indemnification for criminal
proceedings. Any indemnification under these provisions will only be out of our assets. Unless it otherwise agrees, the general partner
will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable it to effectuate indemnification.
We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether
we would have the power to indemnify the person against liabilities under our partnership agreement.

 Director Independence

 Our common units are currently quoted on the OTCQB market tier of the
OTC Markets Group, Inc. The OTCQB does not have any director independence requirements. Mr. Frija is presently one of the two executive
officers of the Company, as well as a director of the Company and a manager of our General Partner. Mr. Pan is a manager of our General
Partner, as well as a director of the Company. As such, we do not have an independent board of directors.

 Material Provisions of the VPR Brands, LP
Partnership Agreement

 The following is a summary of the material provisions
of the Agreement of Limited Partnership, as amended, of the Company, which is referred to herein as our "partnership agreement."

 General Partner

 Our General Partner, Soleil Capital Management L.L.C., manages all
of our operations 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 will be 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. The General Partner is wholly owned by our senior managing directors and
controlled by our founders. 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. For example, our General Partner may generally
make amendments to our partnership agreement or certificate of limited partnership without the approval of any common unitholder as set
forth under "–Amendment of the Partnership Agreement – No Limited Partner Approval."

 Organization

 We were formed on June 19, 2004 and have a perpetual existence.

 Purpose

 Under our partnership agreement, we are permitted
to engage, directly or indirectly, in any business activity that is approved by our general partner and that lawfully may be conducted
by a limited partnership organized under Delaware law.

 Power of Attorney

 Each limited partner, and each person who acquires
a limited partner interest in accordance with our partnership agreement, grants to our general partner and, if appointed, a liquidator,
a power of attorney to, among other things, execute and file documents required for our qualification, continuance, dissolution or termination.
The power of attorney also grants our general partner the authority to amend, and to make consents and waivers under, our partnership
agreement and certificate of limited partnership, in each case in accordance with our partnership agreement.

 Capital Contributions

 Our common unitholders are not obligated to make
additional capital contributions, except as described below under "Limited Liability."

 Limited Liability

 Assuming that a limited partner does not participate
in the control of our business within the meaning of the Delaware Limited Partnership Act and that he otherwise acts in conformity with
the provisions of our partnership agreement, his liability under the Delaware Limited Partnership Act will be limited, subject to possible
exceptions, to the amount of capital he is obligated to contribute to us for his common units plus his share of any undistributed profits
and assets. If it were determined however that the right, or exercise of the right, by the limited partners as a group:

 to remove or replace our general partner,

 to approve some amendments to our partnership agreement, or

 to take other action under our partnership agreement,

 constituted "participation in the control" of our business for the purposes of the Delaware Limited Partnership Act, then our limited partners could be held personally liable for our obligations under the laws of Delaware to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that the limited partner is a general partner.

 Neither our partnership agreement nor the Delaware
Limited Partnership Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited
liability through any fault of our general partner. While this does not mean that a limited partner could not seek legal recourse, we
know of no precedent for this type of a claim in Delaware case law.

 Under the Delaware Limited Partnership Act, a
limited partnership may not make a distribution to a partner if after the distribution all liabilities of the limited partnership, other
than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited
to specific property of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining
the fair value of the assets of a limited partnership, the Delaware Limited Partnership Act provides that the fair value of property subject
to liability for which recourse of creditors is limited will be included in the assets of the limited partnership only to the extent that
the fair value of that property exceeds the non-recourse liability. The Delaware Limited Partnership Act provides that a limited partner
who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Limited Partnership
Act will be liable to the limited partnership for the amount of the distribution for three years. Under the Delaware Limited Partnership
Act, a substituted limited partner of a limited partnership is liable for the obligations of his assignor to make contributions to the
partnership, except that such person is not obligated for liabilities unknown to him at the time he became a limited partner and that
could not be ascertained from the partnership agreement.

 Moreover, if it were determined that we were conducting
business in any state without compliance with the applicable limited partnership statute, or that the right or exercise of the right by
the limited partners as a group to remove or replace our general partner, to approve some amendments to our partnership agreement or to
take other action under our partnership agreement constituted "participation in the control" of our business for purposes
of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the
law of that jurisdiction to the same extent as our general partner under the circumstances. We intend to operate in a manner that our
general partner considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

 Issuance of Additional Securities

 Our partnership agreement authorizes us to issue
an unlimited number of additional partnership securities and options, rights, warrants and appreciation rights relating to partnership
securities for the consideration and on the terms and conditions established by our general partner in its sole discretion without the
approval of any limited partners.

 In accordance with the Delaware Limited Partnership
Act and the provisions of our partnership agreement, we may also issue additional partnership interests that have designations, preferences,
rights, powers and duties that are different from, and may be senior to, those applicable to the common units.

 Distributions

 Distributions will be made to the partners pro
rata according to the percentages of their respective partnership interests.

 Amendment of the Partnership Agreement

 General

 Amendments to our partnership agreement may be
proposed only by or with the consent of our general partner. To adopt a proposed amendment, other than the amendments that require limited
partner approval discussed below, our general partner must seek approval of a majority of our outstanding units required to approve the
amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment.

 Prohibited Amendments

 No amendment may be made that would:

 1.

 enlarge the obligations of any limited partner without its consent, except that any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of partnership interests may be approved by at least a majority of the type or class of partnership interests so affected, or

 2.

 enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given or withheld in its sole discretion.

 The provision of our partnership agreement preventing
the amendments having the effects described in clauses (1) or (2) above can be amended upon the approval of the holders of at least 90%
of the outstanding voting units.

 No Limited Partner Approval

 Our General Partner may generally make amendments to our partnership
agreement or certificate of limited partnership without the approval of any limited partner to reflect:

 1.

 a change in the name of the partnership, the location of the partnership's
principal place of business, the partnership's registered agent or its registered office;

 2.

 the admission, substitution, withdrawal or removal of partners in accordance
with the partnership agreement;

 3.

 a change that our general partner determines is necessary or appropriate
for the partnership to qualify or to continue our qualification as a limited partnership or a partnership in which the limited partners
have limited liability under the laws of any state or other jurisdiction or to ensure that the partnership will not be treated as an association
taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;

 4.

 amendment that our general partner determines to be necessary or appropriate
to address certain changes in U.S. federal income tax regulations, legislation or interpretation;

 5.

 an amendment that is necessary, in the opinion of our counsel, to prevent the partnership or our general partner or its directors, officers, agents or trustees, from having a material risk of being in any manner being subjected to the provisions of the 1940 Act, the Advisers Act or "plan asset" regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor;

 6.

 an amendment that our general partner determines in its sole discretion to be necessary or appropriate for the creation, authorization or issuance of any class or series of partnership securities or options, rights, warrants or appreciation rights relating to partnership securities;

 7.

 any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;

 8.

 an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business combination agreement that has been approved under the terms of our partnership agreement;

 9.

 any amendment that in the sole discretion of our general partner is necessary or appropriate to reflect and account for the formation by the partnership of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our partnership agreement;

 10.

 a change in our fiscal year or taxable year and related changes;

 11.

 a merger with or conversion or conveyance to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger, conversion or conveyance other than those it receives by way of the merger, conversion or conveyance; and/or

 12.

 any other amendments substantially similar to any of the matters described in (1) through (11) above.

 In addition, our General Partner may make amendments
to our partnership agreement without the approval of any limited partner if those amendments, in the discretion of our General Partner:

 1.

 do not adversely affect our limited partners considered as a whole (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect;

 2.

 are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state or non-U.S. agency or judicial authority or contained in any federal or state or non-U.S. statute (including the Delaware Limited Partnership Act);

 3.

 are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading;

 4.

 are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or

 5.

 are required to effect the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.

 Opinion of Counsel and Limited Partner Approval

 Our General Partner will not be required to obtain an opinion of counsel
that an amendment will not result in a loss of limited liability to the limited partners if one of the amendments described above under
"–No Limited Partner Approval" should occur. No other amendments to our partnership agreement (other than an amendment
pursuant to a merger, sale or other disposition of assets effected in accordance with the provisions described under "–Merger,
Sale or Other Disposition of Assets") will become effective without the approval of holders of at least 90% of the outstanding common
units, unless we obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under the Delaware
Limited Partnership Act of any of our limited partners.

 In addition to the above restrictions, any amendment
that would have a material adverse effect on the rights or preferences of any type or class of partnership interests in relation to other
classes of partnership interests will also require the approval of the holders of at least a majority of the outstanding partnership interests
of the class so affected.

 In addition, any amendment that reduces the voting
percentage required to take any action must be approved by the affirmative vote of limited partners whose aggregate outstanding voting
units constitute not less than the voting requirement sought to be reduced.

 Merger, Sale or Other Disposition of Assets

 Our partnership agreement generally prohibits
our general partner, without the prior approval of the holders of a majority of the voting power of our outstanding voting units, from
causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction
or a series of related transactions, including by way of merger, consolidation or other combination, or approving on our behalf the sale,
exchange or other disposition of all or substantially all of the assets of our subsidiaries. However, our general partner in its sole
discretion may mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets (including for the
benefit of persons other than us or our subsidiaries) without that approval. Our general partner may also sell all or substantially all
of our assets under any forced sale of any or all of our assets pursuant to the foreclosure or other realization upon those encumbrances
without that approval.

 If conditions specified in our partnership agreement
are satisfied, our general partner may convert or merge us or any of our subsidiaries into, or convey some or all of our assets to, a
newly formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited
liability entity. The common unitholders are not entitled to dissenters' rights of appraisal under our partnership agreement or
the Delaware Limited Partnership Act in the event of a merger or consolidation, a sale of substantially all of our assets or any other
transaction or event.

 Treated as a Corporation for Tax Purposes

 We are treated as a corporation for U.S. federal
(and applicable state) income tax purposes.

 Dissolution

 We will dissolve upon:

 1.

 the election of our general partner to dissolve us, if approved by
the holders of a majority of the voting power of our outstanding voting units;

 2.

 there being no limited partners, unless we are continued without dissolution
in accordance with the Delaware Limited Partnership Act;

 3.

 the entry of a decree of judicial dissolution of us pursuant to the
Delaware Limited Partnership Act; or

 4.

 the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of general partner interests or withdrawal or removal of our general partner following approval and admission of a successor, in each case in accordance with our partnership agreement.

 Upon a dissolution under clause (4), the holders
of a majority of the voting power of our outstanding voting units may also elect, within specific time limitations, to continue our business
without dissolution on the same terms and conditions described in the partnership agreement by appointing as a successor general partner
an individual or entity approved by the holders of a majority of the voting power of the outstanding voting units, subject to our receipt
of an opinion of counsel to the effect that:

 1.

 the action would not result in the loss of limited liability of any
limited partner; and

 2.

 neither we nor any successor limited partnership would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of that right to continue.

 Liquidation and Distribution of Proceeds

 Upon our dissolution, unless we are continued
as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner
that the liquidator deems necessary or appropriate in its judgment, liquidate our assets and apply the proceeds of the liquidation first,
to discharge our liabilities as provided in the partnership agreement and by law and thereafter to the partners pro rata according to
the percentages of their respective partnership interests as of a record date selected by the liquidator. The liquidator may defer liquidation
of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediate sale or distribution
of all or some of our assets would be impractical or would cause undue loss to the partners.

 Withdrawal or Removal of the General Partner

 On or after June 30, 2017, our General Partner may withdraw as general
partner without first obtaining approval of any common unitholder by giving 90 days' advance notice, and that withdrawal will not
constitute a violation of the partnership agreement. Notwithstanding the foregoing, our general partner may withdraw at any time without
common unitholder approval upon 90 days' advance notice to the limited partners if at least 50% of the outstanding common units
are beneficially owned or owned of record or controlled by one person and its affiliates other than our general partner and its affiliates.

 Upon the withdrawal of our general partner under
any circumstances, the holders of a majority of the voting power of our outstanding voting units may select a successor to that withdrawing
general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot
be obtained, we will be dissolved, wound up and liquidated, unless within 180 days after that withdrawal, the holders of a majority of
the voting power of our outstanding voting units agree in writing to continue our business and to appoint a successor general partner.
See "–Dissolution" above.

 Our General Partner may not be removed unless that removal is approved
by the vote of the holders of at least 66-2/3% of the outstanding voting units and we receive an opinion of counsel regarding limited
liability and tax matters. Any removal of our General Partner is also subject to the approval of a successor general partner by the vote
of the holders of a majority of the voting power of our outstanding voting units. See "–Meetings; Voting" below.

 In the event of removal of a general partner under
circumstances where cause exists or withdrawal of a general partner where that withdrawal violates our partnership agreement, a successor
general partner will have the option to purchase the general partner interest of the departing general partner for a cash payment equal
to its fair market value. Under all other circumstances where a general partner withdraws or is removed by the limited partners, the departing
general partner will have the option to require the successor general partner to purchase the general partner interest of the departing
general partner for a cash payment equal to its fair market value. In each case, this fair market value will be determined by agreement
between the departing general partner and the successor general partner. If no agreement is reached within 30 days of the general partner's
departure, an independent investment banking firm or other independent expert selected by the departing general partner and the successor
general partner will determine the fair market value. If the departing general partner and the successor general partner cannot agree
upon an expert within 45 days of the general partner's departure, then an expert chosen by agreement of the experts selected by
each of them will determine the fair market value.

 If the option described above is not exercised
by either the departing general partner or the successor general partner, the departing general partner's general partner interest
will automatically convert into common units pursuant to a valuation of those interests as determined by an investment banking firm or
other independent expert selected in the manner described in the preceding paragraph.

 In addition, we are required to reimburse the
departing general partner for all amounts due the departing general partner, including without limitation all employee-related liabilities,
including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates
for our benefit.

 Transfer of General Partner Interests

 On or after June 30, 2017, our General Partner may transfer all or
any part of its general partner interest without first obtaining approval of any common unitholder. As a condition of this transfer, the
transferee must assume the rights and duties of the general partner to whose interest that transferee has succeeded, agree to be bound
by the provisions of our partnership agreement and furnish an opinion of counsel regarding limited liability matters. At any time, the
members of our general partner may sell or transfer all or part of their limited liability company interests in our general partner without
the approval of the common unitholders.

 Limited Call Right

 If at any time less than 10% of the then issued and outstanding limited
partner interests of any class (other than special voting units), including our public common units, are held by persons other than our
general partner and its affiliates, our general partner will have the right, which it may assign in whole or in part to any of its affiliates
or to us, to acquire all, but not less than all, of the remaining limited partner interests of the class held by unaffiliated persons
as of a record date to be selected by our general partner, on at least 10 but not more than 60 days' notice. The purchase price
in the event of this purchase is the greater of:

 1.

 the current market price as of the date three days before the date
the notice is mailed; and

 2.

 the highest cash price paid by our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests.

 As a result of our General Partner's right to purchase outstanding
limited partner interests, a holder of limited partner interests may have his limited partner interests purchased at an undesirable time
or price. The tax consequences to a common unitholder of the exercise of this call right are the same as a sale by that common unitholder
of his common units in the market.

 Sinking Fund; Preemptive Rights

 We have not established a sinking fund and we
have not granted any preemptive rights with respect to our limited partner interests.

 Meetings; Voting

 Except as described below regarding a person or group owning 20% or
more of our common units then outstanding, record holders of common units on the record date will be entitled to notice of, and to vote
at, meetings of our limited partners and to act upon matters as to which holders of limited partner interests have the right to vote or
to act.

 Except as described below regarding a person or group owning 20% or
more of our common units then outstanding, each record holder of a common unit is entitled to a number of votes equal to the number of
common units held.

 Our General Partner does not anticipate that any meeting of common
unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the limited partners may
be taken either at a meeting of the limited partners or without a meeting, without a vote and without prior notice if consents in writing
describing the action so taken are signed by limited partners owning not less than the minimum percentage of the voting power of the outstanding
limited partner interests that would be necessary to authorize or take that action at a meeting. Meetings of the limited partners may
be called by our general partner or by limited partners owning at least 50% or more of the voting power of the outstanding limited partner
interests of the class for which a meeting is proposed. Common unitholders may vote either in person or by proxy at meetings. The holders
of a majority of the voting power of the outstanding limited partner interests of the class for which a meeting has been called, represented
in person or by proxy, will constitute a quorum unless any action by the limited partners requires approval by holders of a greater percentage
of such limited partner interests, in which case the quorum will be the greater percentage.

 However, if at any time any person or group (other than our general
partner and its affiliates, or a direct or subsequently approved transferee of our general partner or its affiliates) acquires, in the
aggregate, beneficial ownership of 20% or more of any class of common units then outstanding, that person or group will lose voting rights
on all of its common units and the common units may not be voted on any matter and will not be considered to be outstanding when sending
notices of a meeting of common unitholders, calculating required votes, determining the presence of a quorum or for other similar purposes.
Common units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of
the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.

 Status as Limited Partner

 By transfer of common units in accordance with
our partnership agreement, each transferee of common units will be admitted as a limited partner with respect to the common units transferred
when such transfer and admission is reflected in our books and records. Except pursuant to section 17-607 as described under "–Limited
Liability" above, pursuant to Section 17-804 of the Delaware Limited Partnership Act (which relates to the liability of a limited
partner who receives a distribution of assets upon the winding up of a limited partnership and who knew at the time of such distribution
that it was in violation of this provision) or as set forth in the partnership agreement, the common units will be fully paid and non-assessable.

 Non-Citizen Assignees; Redemption

 If we are or become subject to federal, state
or local laws or regulations that in the determination of our general partner create a substantial risk of cancellation or forfeiture
of any property in which the partnership has an interest because of the nationality, citizenship or other related status of any limited
partner, we may redeem the common units held by that limited partner at their current market price. To avoid any cancellation or forfeiture,
our general partner may require each limited partner to furnish information about his nationality, citizenship or related status. If a
limited partner fails to furnish information about his nationality, citizenship or other related status within 30 days after a request
for the information or our general partner determines, with the advice of counsel, after receipt of the information that the limited partner
is not an eligible citizen, the limited partner may be treated as a non-citizen assignee. A non-citizen assignee does not have the right
to direct the voting of his common units and may not receive distributions in kind upon our liquidation.

 Indemnification

 Under our partnership agreement, in most circumstances
we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities,
joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts:

 our General Partner;

 any departing general partner;

 any person who is or was an affiliate of a general partner or any departing general partner;

 any person who is or was a member, partner, tax matters partner, officer, director, employee, agent, fiduciary or trustee of us or our subsidiaries, the general partner or any departing general partner or any affiliate of us or our subsidiaries, the general partner or any departing general partner;

 any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person; or

 any person designated by our General Partner.

 We have agreed to provide this indemnification unless there has been
a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged
in fraud or willful misconduct. We have also agreed to provide this indemnification for criminal proceedings. Any indemnification under
these provisions will only be out of our assets. Unless it otherwise agrees, the General Partner will not be personally liable for, or
have any obligation to contribute or loan funds or assets to us to enable it to effectuate, indemnification. We may purchase insurance
against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power
to indemnify the person against liabilities under our partnership agreement.

 Books and Reports

 Our general partner is required to keep appropriate
books of the partnership's business at our principal offices or any other place designated by our general partner. The books will
be maintained for both tax and financial reporting purposes on an accrual basis. For tax and financial reporting purposes, our year ends
on December 31 each year.

 We will make available to record holders of common
units, within 120 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those
financial statements by our independent public accountants. Except for our fourth quarter, we will also make available summary financial
information within 90 days after the close of each quarter. Under our partnership agreement, we will be deemed to have made such annual
reports and quarterly financial information available to each record holder of common units if we have either (i) filed the report or
information with the SEC via its Electronic Data Gathering, Analysis and Retrieval system and such report or information is publicly available
on such system or (ii) made such report or information available on any publicly available website maintained by us.

 As soon as reasonably practicable after the end of each fiscal year,
we will furnish to each partner tax information (including Schedule K-1), which describes on a U.S. dollar basis such partner's
share of our income, gain, loss and deduction for our preceding taxable year. It will most likely require longer than 90 days after the
end of our fiscal year to obtain the requisite information from all lower-tier entities so that K-1s may be prepared for us. Consequently,
holders of common units who are U.S. taxpayers should anticipate the need to file annually with the IRS (and certain states) a request
for an extension past April 15 or the otherwise applicable due date of their income tax return for the taxable year. In addition, each
partner will be required to report for all tax purposes consistently with the information provided by us.

 Right to Inspect Our Books and Records

 Our partnership agreement provides that a limited
partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable written demand and at his own expense,
have furnished to him:

 promptly after becoming available, a copy of our U.S. federal, state and local income tax returns; and;

 copies of our partnership agreement, the certificate of limited partnership of the partnership, related amendments and powers of attorney under which they have been executed

 Our general partner may, and intends to, keep
confidential from the limited partners trade secrets or other information the disclosure of which our general partner believes is not
in our best interests or which we are required by law or by agreements with third parties to keep confidential.

 Item 14. Principal Accounting Fees and Services

 Kreit & Chiu CPA LLP ("Kreit & Chiu") serves as
our independent registered public accounting firm. The following table summarizes the aggregate fees for professional services provided
by Kreit & Chiu for the years ended December 31, 2024 and 2023.

 Kreit & Chiu

 2024

 2023

 Audit Fees

 152,793

 157,473

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 152,793

 157,473

 Audit Fees – This category
consists of fees for (a) the audits of our financial statements in our Annual Report on Form 10-K and services attendant to, or required
by, statute or regulation; (b) reviews of the interim and combined financial statements included in our quarterly reports on Form 10-Q;
(c) comfort letters, consents and other services related to SEC and other regulatory filings.

 Audit-Related Fees – This
category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to
the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services
for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting
and other audit services.

 Tax Fees – This category consists
of fees for services rendered for tax compliance and tax planning and advisory services.

 All Other Fees – This category
consists of fees for other miscellaneous items.

 Pre-Approval Policies and Procedures

 Our board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were reviewed and approved by our board of directors before the
respective services were rendered.

 Our board of directors has considered the nature
and amount of fees billed by our independent registered public accounting firm and believe that the provision of services for activities
unrelated to the audit is compatible with maintaining their respective independence.

 Item 15. Exhibits, Financial Statement Schedules

 (a)

 Documents filed as part of this report:

 (1)

 All financial statements

 Index to Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 6651)

 VPR Brands, LP Balance Sheets as of December 31, 2024 and 2023

 VPR Brands, LP Statements of Operations for the years ended December 31, 2024 and 2023

 VPR Brands, LP Statements of Changes in Partners' Capital for the years ended December 31, 2024 and 2023

 VPR Brands, LP Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Financial Statements

 Financial Statements filed
as part of this annual report are filed in accordance with Reg. 210.3-11 of Regulation S-X

 (2)

 Financial Statement Schedules

 All financial statement schedules
have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial statements and notes thereto.

 (b)

 Exhibits required by Item 601 of Regulation S-K

 3.1

 State of Delaware Certificate of Limited Partnership of Soleil Capital L.P. (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q for the quarter ended September 30, 2009).

 3.2

 State of Delaware Amendment to Certificate of Limited Partnership of Soleil Capital L.P. (incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q for the quarter ended September 30, 2015).

 3.3

 Agreement of Limited Partnership of Soleil Capital L.P. dated September 19, 2009 (incorporated by reference to Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended December 31, 2009).

 3.4

 First Amendment to Limited Partnership Agreement of Soleil Capital L.P., dated September 10, 2015 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on September 10, 2015).

 3.5

 Second Amendment, dated January 23, 2020, to Limited Partnership Agreement of VPR Brands, LP (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed with the Commission on January 27, 2020).

 4.1

 Material Provisions of the VPR Brands, LP Partnership Agreement (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K filed with the Commission on April 19, 2024).

 10.1

 Share Purchase Agreement, dated May 29, 2015, among Soleil Capital L.P., Soleil Capital Management LLC and Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 9, 2015).

 10.2

 Share Purchase Agreement, dated June 1, 2015, among Soleil Capital L.P., Soleil Capital Management LLC and Jon Pan (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 2015).

 10.3

 Termination of Share Purchase Agreement, dated August 18, 2015, among Soleil Capital L.P., Soleil Capital Management LLC and Greg Pan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 2015).

 10.4

 Promissory Note dated February 1, 2019 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 6, 2019).

 10.5

 Promissory Note dated February 15, 2019 issued by VPR Brands, LP to Brikor LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 21, 2019).

 10.6

 Promissory Note dated February 15, 2019 issued by VPR Brands, LP to Mike Daiagi and Mathew Daiagi (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on February 21, 2019).

 10.7

 Promissory Note dated February 15, 2019 issued by VPR Brands, LP to Amber Investments LLC. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on February 21, 2019).

 10.8

 Promissory Note dated February 19, 2019 issued by VPR Brands, LP to K & S Pride Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Commission on February 21, 2019).

 10.9

 Promissory Note dated February 20, 2019 issued by VPR Brands, LP to Surplus Depot Inc. (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the Commission on February 21, 2019).

 10.10

 Promissory Note dated June 14, 2019 issued by VPR Brands, LP to Kevin Frija and Dan Hoff (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on June 17, 2019).

 10.11

 Promissory Note dated July 5, 2019 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on July 15, 2019).

 10.12

 Loan Agreement Executed on July 29, 2019 and dated July 15, 2019 between VPR Brands, LP and Lendistry, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on August 7, 2019).

 10.13

 Promissory Note dated October 7, 2019 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on October 8, 2019).

 10.14

 Promissory Note dated November 8, 2019 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

 10.15

 Promissory Note dated November 15, 2019 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on November 18, 2019).

 10.16

 Promissory Note dated December 9, 2019 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on December 11, 2019).

 10.17

 Promissory Note dated December 16, 2019 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on December 20, 2019).

 10.18

 Promissory Note dated January 10, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 10, 2020).

 10.19

 Promissory Note dated February 18, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 19, 2020).

 10.20

 Promissory Note dated April 6, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on April 7, 2020).

 10.21

 Equity Purchase Agreement by and between VPR Brands, LP and DiamondRock, LLC dated February 19, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 21, 2020).

 10.22

 Registration Rights Agreement by and between VPR Brands, LP and DiamondRock, LLC dated February 19, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on February 21, 2020).

 10.26

 Promissory Note dated June 22, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on June 23, 2020).

 10.27

 Promissory Note dated August 19, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on August 21, 2020).

 10.29

 Promissory Note dated September 22, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on September 24, 2020).

 10.31

 Promissory Note dated November 2, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on November 6, 2020).

 10.32

 Promissory Note dated December 1, 2020 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on December 1, 2020).

 10.34

 Promissory Note dated January 14, 2021 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 15, 2021).

 10.35

 Promissory Note dated February 25, 2021 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 25, 2021).

 10.36

 Promissory Note dated July 12, 2021 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on July 13, 2021).

 10.37

 Promissory Note dated September 17, 2021 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on September 22, 2021).

 10.38

 Promissory Note dated October 8, 2021 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on October 13, 2021).

 10.39

 Settlement Agreement, effective December 1, 2021, by and between the registrant and NEPA 2 Wholesale, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on December 6, 2021).

 10.40

 Promissory Note dated December 8, 2021 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on December 10, 2021).

 10.41

 Settlement Agreement dated December 30, 2021 by and between the registrant and PHD Marketing, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 4, 2022).

 10.42

 Promissory Note dated January 18, 2022 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 19, 2022).

 10.43

 Promissory Note dated January 19, 2022 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on January 19, 2022).

 10.44

 Promissory Note dated January 25, 2022 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 31, 2022).

 10.45

 Settlement Agreement, dated as of March 18, 2022, by and between the registrant on the one hand, and XL Vape, LLC, VGOD LLC, and Saltnic LLC, on the other hand (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on March 23, 2022).

 10.46

 Promissory Note dated March 25, 2022 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.46 to the Company's Annual Report on Form 10-K filed with the Commission on April 15, 2022).

 10.47

 Promissory Note dated April 7, 2022 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K filed with the Commission on April 15, 2022).

 10.48

 Promissory Note dated May 18, 2022 issued by VPR Brands, LP to Daiagi (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on May 24, 2022).

 10.49

 Settlement Agreement, dated as of August 4, 2022, by and between the registrant on the one hand, and Myle Vape, Inc and MVH I, INC., on the other hand (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on August 5, 2022).

 10.50

 Promissory Note dated September 20, 2022 issued by VPR Brands, LP to Kevin Frija (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on September 23, 2022).

 10.51

 Settlement Agreement dated as of September 30, 2022, by and between VPR Brands, LP and MONQ, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on October 3, 2022).

 10.52

 Purchase Agreement dated as of October 28, 2022, by and between VPR Brands, LP and BRMS, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on November 4, 2022).

 10.53

 Exclusive Distribution Agreement between the Registrant and Turning Point Brands Canada, dated December 13, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 5, 2024).

 31.1*

 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

 31.2*

 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

 32.1**

 Section 1350 Certifications of Chief Executive Officer and Principal Financial Officer.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed herewith.

 **

 Furnished herewith.

 ITEM 16. FORM 10-K SUMMARY

 None.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 Board of Directors and Shareholders

 VPR Brands, LP

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of VPR Brands, LP (the "Company") as of December 31, 2024, and 2023, and the related statements of operations, changes in
partners' surplus (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its
cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company's financial position and operating results raise
substantial doubt about the Company's ability to continue as a going concern, as reflected by the net loss of $143,224 for the fiscal
year ended December 31, 2024, and accumulated deficit of $7,594,395 and $7,485,894, as on December 31, 2024, and 2023, respectively. Management's
plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.

 We have served as the Company's auditor since 2021.

 /s/ Kreit & Chiu CPA LLP

 Los Angeles, California

 April 16, 2025

 F- 1

 VPR BRANDS LP

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Current Assets:

 Cash

 $
 1,419,934

 $
 1,767,260

 Accounts receivable, net

 346,618

 337,774

 Royalty receivable, net

 38,163

 88,286

 Inventory, net

 605,919

 563,503

 Vendor deposits

 195,702

 270,593

 Deposits

 29,692

 15,558

 Total current assets

 2,636,028

 3,042,974

 Right of Use asset

 89,549

 118,439

 Intangible assets

 27,833

 29,833

 Total assets

 $
 2,753,410

 $
 3,191,246

 LIABILITIES AND PARTNERS' SURPLUS

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 418,007

 $
 207,560

 Accounts payable - related party

 9,347

 47,047

 Customer deposits

 99,789

 66,035

 Lease liabilities, current portion

 34,391

 27,903

 Notes payable, current portion

 271,797

 21,797

 Notes payable - related parties

 -

 165,810

 Refund Liability

 182,534

 186,485

 Convertible notes payable

 69,129

 481,190

 Income tax payable

 741,222

 Total current liabilities

 1,826,216

 2,083,630

 Notes payable, less current portion

 147,237

 397,237

 Lease liabilities, net of current portion

 61,678

 96,069

 Total liabilities

 2,035,131

 2,576,936

 Partners' Surplus:

 Series A preferred units – 1,000,000 units authorized; 0 units issued and outstanding

 -

 -

 Common units - 100,000,000 units authorized; 91,746,806 and 88,804,035 units issued and outstanding as of December 31, 2024 and 2023, respectively

 8,312,674

 8,065,481

 Common units to be issued; 0 and 578,723 units as of December 31, 2024 and 2023, respectively

 -

 Accumulated deficit

 ( 7,594,395
)

 ( 7,485,894
)

 Total partners' surplus

 718,279

 614,310

 Total liabilities and partners' surplus

 $
 2,753,410

 $
 3,191,246

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

 F- 2

 STATEMENTS OF OPERATIONS

 Year Ended

 2024

 2023

 Revenues

 Product revenue

 $
 4,921,412

 $
 6,086,988

 Royalty revenue

 754,947

 3,766,837

 Total revenue

 5,676,359

 9,853,825

 Cost of sales

 4,143,529

 4,972,497

 Gross profit

 1,532,830

 4,881,328

 Operating Expenses:

 Selling, general and administrative

 2,655,727

 2,210,073

 Unit-based compensation

 247,193

 -

 Total operating expenses

 2,902,920

 2,210,073

 Net Operating (Loss) Income

 ( 1,370,090
)

 2,671,255

 Other Income (Expense):

 Interest Income

 2,254

 -

 Gain on Extinguishment /Forgiveness of Debt

 -

 10,931

 Settlement Income, net

 1,675,491

 1,461,551

 Settlement on loans

 -

 1,287

 American Express Points Income

 5,644

 6,162

 Interest expense

 ( 377,148
)

 ( 281,255
)

 Interest expense- related parties

 ( 2,504
)

 ( 57,327
)

 Total other income, net

 1,303,737

 1,141,349

 (Loss) Income Before Income Taxes

 ( 66,353
)

 3,812,605

 Income Tax Expense

 76,871

 Net (Loss) Income

 $
)

 $

 Net (Loss) Income Per Common Unit – Basic

 $
 ( 0.00
)

 $
 0.03

 Net (Loss) Income Per Common Unit – Diluted

 $
 ( 0.00
)

 $
 0.03

 Weighted-Average Common Units Outstanding - Basic

 89,825,160

 88,804,035

 Weighted-Average Common Units Outstanding - Diluted

 89,825,160

 93,615,935

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

 F- 3

 STATEMENTS OF CHANGES IN PARTNERS' SURPLUS/(DEFICIT)

 Common Units

 Common Units to be Issued

 Accumulated

 Total Partners' Surplus/

 Number

 Amount

 Number

 Amount

 Deficit

 (Deficit)

 Balance at December 31, 2022

 88,804,035

 $
 8,065,481

 578,723

 $

 $
 ( 10,418,696
)

 $
 ( 2,318,492
)

 Net Income

 -

 -

 -

 -

 88,804,035

 $
 8,065,481

 578,723

 $

 $
 ( 7,485,894
)

 $
 614,310

 Shares issued as bonus

 2,942,771

 247,193

 247,193

 Reclassification of expired conversion rights

 ( 578,723
)

 ( 34,723
)

 -

 Net loss

 -

 -

 -

 -

)

)

 Balance at December 31, 2024

 91,746,806

 $
 8,312,674

 -

 $
 -

 $
 ( 7,594,395
)

 $
 718,279

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

 F- 4

 STATEMENTS OF CASH FLOWS

 Year Ended

 2024

 2023

 Cash Flows from Operating Activities:

 Adjustments to reconcile net income to cash used in operating activities:

 Net (Loss) Income

 $
)

 $

 Forgiveness of debt

 -

 ( 10,931
)

 Amortization of right of use asset

 28,890

 25,416

 Interest on lease liability

 15,646

 19,122

 Amortization of intangible assets

 2,000

 Unit-based compensation

 247,193

 -

 Inventory obsolescence

 131,052

 -

 Bad debt expense

 8,177

 183,337

 Allowance for expected credit loss expense

 120,791

 10,925

 Changes in operating assets and liabilities:

 Inventory

 ( 173,468
)

 ( 88,620
)

 Vendor deposits

 74,891

 349,938
)

 Accounts receivable

 ( 137,812
)

 ( 176,756
)

 Royalty receivable

 50,123

 ( 88,286
)

 Customer deposits

 33,754

 ( 508,292
)

 Other current assets

 ( 14,134
)

 -

 Accounts payable and accrued expenses

 210,447

 ( 43,751
)

 Refund liability

 ( 3,951
)

 186,485

 Income tax payable

 ( 138,581
)

 Accrued interest-related party

 ( 37,700
)

 ( 190,002
)

 Net cash provided by operating activities

 274,094

 3,481,356

 Cash used in Investing Activities

 Purchase of Intangible Assets

 -

 ( 30,000
)

 Net cash used in investing activities

 -

 ( 30,000
)

 Cash used in Financing Activities:

 Payments of notes payable

 -

 ( 404,994
)

 Payments of convertible notes payable

 ( 412,060
)

 ( 311,440
)

 Payment on lease liability

 ( 43,550
)

 ( 41,475
)

 Payments of notes payable, related parties

 ( 165,810
)

 ( 948,608
)

 Net cash used in financing activities

 ( 621,420
)

 ( 1,706,517
)

 Change in Cash

 ( 347,326
)

 1,744,839

 Cash - Beginning of the Year

 1,767,260

 22,421

 Cash - End of the Year

 $
 1,419,934

 $
 1,767,260

 Supplemental Cash Flow Information:

 Interest paid in cash to related party and other note payable

 $
 171,109

 $
 507,646

 Income tax paid

 215,452

 -

 Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 Reclassification of expired conversion rights from convertible preferred units to partners' surplus

 -

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

 F- 5

 NOTES TO FINANCIAL STATEMENTS

 YEARS ENDED DECEMBER 31, 2024 AND 2023

 NOTE 1: ORGANIZATION

 VPR Brands, LP (the "Company") was incorporated in New
York on July 19, 2004, as Jobsinsite.com, Inc. On August 5, 2004, the Company changed its name to Jobsinsite, Inc. On June 18, 2009, the
Company merged with a Delaware corporation and became Jobsinsite, Inc. On July 1, 2009, the Company 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, the Company changed
our name to VPR Brands, LP. The Company is managed by Soleil Capital Management LLC, a Delaware limited liability company (the "General
Partner").

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

 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 Use of Estimates

 U.S. GAAP requires the Company to make judgments, estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going
basis, the Company reviews and evaluates its estimates and assumptions. Actual results could differ from these estimates. Significant
estimates impacting the financial statements for the years ending December 31, 2024, and 2023, 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 liabilities.

 Cash

 Cash is carried at cost and represents cash on
hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of
three months or less as of the purchase date of such investments. The Company had no cash equivalents on December 31, 2024 and 2023. The
Company's cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation ("FDIC")
limit. To date, the Company has not experienced any losses on its invested cash. On December 31, 2024 and 2023, the Company had approximately
$ 587,084 and $ 947,184, respectively, of cash in excess of FDIC limits of $ 250,000. Any
loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company's financial
condition, results of operations and cash flows.

 Accounts Receivable

 The Company recognizes an allowance for expected
credit losses in accordance with Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses,
issued by the Financial Accounting Standards Board ("FASB"). This ASU establishes a current expected credit loss ("CECL")
model, which requires the Company to measure all expected credit losses for financial assets held at the reporting date based on historical
experience, current conditions, and reasonable and supportable forecasts.

 To estimate expected credit losses, the Company segregated its receivables
into four risk-based categories, each reflecting distinct credit risk characteristics. A loss rate was then applied to each category based
on historical experience and anticipated losses given the associated risk factors.

 F- 6

 An allowance for credit losses is recorded through
a provision for bad debts charged to earnings. The evaluation of expected credit losses is inherently subjective and requires management
to make estimates that may be subject to significant revision as additional information becomes available.

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

 Inventory

 Inventory consisting of finished products is stated
at the lower of cost or net realizable value. At each balance sheet date, the Company evaluates its ending inventories for excess quantities
and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration
of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation.
Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once
established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates,
which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition
of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions
differ from the Company's estimates and expectations. As of December 31, 2024 and 2023, the Company had recorded a provision for
obsolescence of $ 131,052 and $ 0, respectively.

 Leases

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

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

 Revenue Recognition

 The Company recognizes 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) the performance obligation is satisfied.

 Product Revenue

 Product revenues 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. The Company
expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would
have recognized is one year or less or the amount is immaterial. 100 % of the Company's product revenues for the years ended December
31, 2024, and 2023, were recognized when the customer obtained control of the Company's product, which occurred at a point in time,
typically upon shipment to the customer.

 Royalty Revenue

 The Company generates royalty revenue from license
and sublicense agreements that grant third parties the right to use its intellectual property, including trademarks and patents, in exchange
for sales-based royalties.

 License and Sublicense Agreements

 On January 2, 2023, the Company entered into a license
agreement granting a third-party licensee exclusive rights to use certain trademark and patent assets in exchange for minimum monthly
royalty payments of $ 500,000. Under this structure, the Company received six payments totaling $ 3,000,000 from March through September
2023, which were recognized ratably over the exclusivity period as performance obligations were satisfied.

 F- 7

 In March 2023, the licensee entered into a sublicense
agreement with a third-party sublicensee, under which the sublicensee agreed to pay the Company sales-based royalties of 5 % of gross sales
of sublicensed products.

 During the fourth quarter of 2023, the Company and
the licensee ended the exclusivity agreement and transitioned to a sales-based royalty structure. Under the revised agreement:

 The sublicensee continues to pay the Company a 5 % royalty on gross sales of sublicensed products.

 The licensee now pays a matching 5 % royalty based on the sublicensee's reported sales to maintain its
licensing rights.

 The Company recognizes royalty revenue in the period
in which the criteria for revenue recognition under ASC 606, Revenue from Contracts with Customers, are met, which may be based on reported
sales or upon receipt of payment.

 The following table provides information about
contract liabilities for the year ended December 31, 2023:

 Contract Liabilities

 Balance at December 31, 2022

 $
 -

 Cash received from prepayment of royalty revenue

 3,000,000

 Recognition of royalty revenue

 ( 3,000,000
)

 $
 -

 The following table provides information about
accounts receivable and royalty receivable from contracts with customers:

 Accounts Receivable

 Royalty Receivable

 December 31, 2023

 $
 337,774

 $
 88,286

 December 31, 2024

 $
 346,618

 $
 38,163

 Voluntary Recall

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

 The Company has begun processing claims and returns
stemming from this recall. To date, the volume of returns has been minimal, and it is not anticipated that returns will exceed the revenue
amount already written off. The Company has accounted for this adjustment as a liability and will continue to reevaluate its assumptions
based on incoming data. As of December 31, 2024 and 2023 the total refund liability relating to the recall of the lighters was $ 182,534
and $ 186,485 respectively.

 Customer Concentration

 During the year ended December 31, 2023, four customers accounted for
approximately 48 % of the Company's net revenues. Receivables from these customers as of December 31, 2023 totaled $ 110,051. A summary
of customer concentrations is presented in the table below.

 Customer

 2023

 Revenue ($)

 2023

 Revenue %

 2023

 Receivables ($)

 2023

 Receivables %

 A

 $
 1,776,089

 %

 -

 -

 B

 1,093,682

 %

 -

 -

 C

 1,060,113

 %

 $
 21,766

 %

 D

 771,787

 %

 88,286

 %

 Total

 $
 4,701,671

 %

 $
 110,051

 %

 F- 8

 During the year ended December 31, 2024, four customers
accounted for approximately 48 % of the Company's net revenues. Accounts receivable and royalty receivables from the customers
as of December 31, 2024 totaled $ 326,689. A summary of customer concentrations is presented in the table below.

 Customer

 2024 Revenue ($)

 2024 Revenue %

 2024 Receivables ($)

 2024 Receivables %

 A

 $
 1,117,735

 %

 $
 272,162

 %

 B

 616,697

 %

 -

 0.00
 %

 C

 532,412

 %

 13,230

 %

 D

 443,987

 %

 41,298

 %

 Total

 $
 2,710,831

 %

 $
 326,689

 %

 Unit-Based Compensation

 The Company may issue restricted units to consultants
for various services. Costs for these transactions will be measured at the fair value of the consideration received or the fair value
of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier
of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the
date at which the counterparty's performance is complete. The Company may issue units as compensation in future periods for services
associated with the registration of the common units.

 Unit-based payments to employees, including grants
of employee stock options, are recognized as compensation expense in the financial statements based on their fair value, in accordance
with ASC Topic 718. This expense is recognized over the period during which an employee is required to provide services in exchange for
the award, known as the requisite service period (typically the vesting period).

 For the year ended December 31, 2024, the Company
recognized $ 247,193 in unit-based compensation for the issuance of 2,942,771 common units to three employees, including the Chief Executive
Officer and Chief Operating Officer in exchange for services provided. The expense was recognized at the grant date as the units were
fully vested and issued as additional compensation for services already performed.

 Convertible Instruments

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

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

 In the rare instances where a conversion option
is bifurcated and accounted for as a derivative, the Company would apply the general extinguishment standards. The debt and equity linked
derivatives are removed at their carrying amounts and the units issued are measured at their then-current fair value, with any difference
recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

 Fair Value

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

 Basic and Diluted Net Income (Loss)
Per Unit

 The Company computes net loss per unit in accordance
with FASB ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per unit ("EPS")
on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common unitholders by the weighted
average number of common units outstanding during the period. Diluted EPS gives effect to all dilutive potential common units outstanding
during the period including stock options, using the treasury stock method, and convertible notes, using the if-converted method. Diluted
EPS excludes all dilutive potential common units if their effect is anti-dilutive.

 F- 9

 For the year ended December 31, 2023, 4,811,900 units underlying convertible
notes were dilutive and were included in the calculation of diluted income per unit. The following summarizes the calculation of basic
and diluted income per units for the year ended December 31, 2023:

 Weighted Average Units

 Net Income

 Basic

 88,804,035

 $

 Convertible Debt

 4,811,900

 127,643

 Diluted

 93,615,935

 $
 3,060,445

 Net Income Per Common Unit – Diluted

 $
 0.03

 Net Income Per Common Unit – Basic

 $
 0.03

 For the year ended December 31, 2024, 709,176
units underlying convertible notes were excluded from the calculation of diluted loss per share for the years ended December 31, 2024
because their effect was antidilutive. The following summarizes the calculation of basic and diluted income per unit for the year ended
December 31, 2024:

 Weighted
 Average
 Units

 Net Loss

 Basic & Diluted

 89,825,160

 $
)

 Net Income Per Common Unit - Basic & Diluted

 $
 ( 0.00
)

 Income Taxes

 The Company has recorded income taxes in accordance with ASC 740, "Income
Taxes," which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of differences
between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Additionally,
the Company follows the provisions of FASB ASC 740-10, "Uncertainty in Income Taxes," which establishes recognition thresholds
for tax positions. Under this standard, an entity may only recognize tax positions that meet a "more-likely-than-not" threshold.
As of December 31, 2024 and 2023, the Company does not believe it has any uncertain tax positions that would require recognition or disclosure
in the accompanying audited financial statements.

 Recent Accounting Pronouncements

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

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

 On March 21, 2024, the FASB issued ASU No. 2024-01 ("ASU 2024-01"),
which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 or (2) not a share-based
payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that
issue profits interest awards as compensation to employees or non-employees in exchange for goods or services. ASU 2024-01 is
effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those periods.
The Company is currently evaluating the impact of the adoption of ASU 2024-01 on its financial statements.

 In November 2024, the FASB issued ASU 2024-03, 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.
The Company is currently evaluating the potential impact of ASU 2024-03 on its financial reporting and disclosures.

 F- 10

 NOTE 3: GOING CONCERN

 The accompanying financial statements have been
prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has a net loss of $ 143,224 and an accumulated deficit of $ 7,594,395 at December 31, 2024.
The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its common
unit holders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These
factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. There is no assurance
that the Company will be able to generate sufficient revenues in the future. These financial statements do not give any effect to any
adjustments that would be necessary should the Company be unable to continue as a going concern.

 The Company expects to meet its current capital
requirements through existing operations. However, there can be no assurance that the Company will generate sufficient cash flows to meet
all working capital needs. If operating cash flows are insufficient, the Company may need to explore alternative sources of capital to
satisfy its liquidity requirements.

 NOTE 4: INTELLECTUAL PROPERTY

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

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

 Purchased Asset

 Purchase Price

 Useful Life

 Intellectual Property

 $
 15,000

 15 years

 Trademarks

 10,000

 15 years

 Trade name

 5,000

 15 Years

 Total

 $
 30,000

 As of December 31, 2024, and 2023, amortization
expense related to intangible assets amounted to $ 2,000 and $ 167, respectively. This expense is recognized within the "Selling,
General and Administrative Expenses" line item of the income statement and is included in the Company's financial statements
for the fiscal years ending December 31, 2024, and 2023.

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

 For the fiscal year ending December 31,

 Amortization Expense

 2025

 $
 2,000

 2026

 2,000

 2027

 2,000

 2028

 2,000

 2029

 2,000

 Thereafter

 17,833

 $
 27,833

 F- 11

 NOTE 5: NOTES PAYABLE

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

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

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

 Economic Injury Disaster Loan

 On July 9, 2020 and June 24, 2020, the Company
received an Economic Injury Disaster Loan ("EIDL") in the aggregate amount of $ 159,900, payable in monthly instalments of
principal and interest totaling $ 731 over 30 years beginning in June 2021. The note accrues interest at an annual rate of 3.75 %. The loan
is secured by all tangible and intangible property. During the year ended December 31, 2022, the Company received notification that $ 10,000
of EDIL loan principal had been forgiven and is reflected as forgiveness of debt on the accompanying statement of operations. The balance
on this EIDL was $ 147,237 as of December 31, 2024 and 2023 and has been classified as a long-term liability in notes payable, less current
portion on the accompanying balance sheets.

 Daiagi Note

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

 The following is a summary of notes payable activity
for the years ended December 31, 2024 and 2023:

 Balance at January 1, 2023

 $
 834,960

 Forgiveness of portion of loan for early repayment

 ( 10,931
)

 ( 404,995
)

 $
 419,034

 -

 Balance at December 31, 2024

 $
 419,034

 Current portion

 $
 271,797

 Notes payable, less current portion

 $
 147,237

 F- 12

 NOTE 6: RELATED PARTY TRANSACTIONS

 Notes Payable Related Parties

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

 As of December 31, 2024, and 2023, the outstanding
balances of the remaining notes were $0 and $ 165,810, respectively. The Company incurred interest expense of $ 2,504 and $ 57,327 for the
years ending December 31, 2024 and 2023, respectively.

 During the years ended December 31, 2024, and
2023, the Company repaid notes totaling $ 165,810 and $ 948,608, respectively.

 The following is a summary of notes payable –
related parties' activity for the years ended December 31, 2024 and 2023:

 Balance at January 1, 2023

 $

 1,114,418

 ( 948,608

)

 165,810

 ( 165,810

)

 Balance at December 31, 2024

 $

 -

 Issuance of restricted units for compensation

 During the year
ended December 31, 2024, the Company issued 1,221,385 common units to both the Chief Executive Officer and Chief Operating Officer in
exchange for services provided, and recognized $ 205,193 in unit-based compensation related to the issuances to the Chief Executive Officer
and Chief Operating Officer. The expense was recognized on the grant date, as the units were fully vested and issued as additional compensation
for services already performed.

 Other related party transactions

 As of December 31, 2024 and 2023, the Company
owed $ 2,097 and $ 1,380, respectively, to two entities in which the Company's Chief Executive Officer holds a 33 % ownership interest.
The total transaction for the years ended December 31, 2024 and 2023 are $ 34,337 and $ 13,026, respectively. These transactions were conducted
in the ordinary course of business, and management believes the terms were no less favorable than those that would have been obtained
in arm's-length transactions with unrelated third parties.

 As of December 31, 2024 and 2023, the Company
owed $ 7,351 and $ 9,472, respectively, for commissions to the Company's Chief Operating Officer. The total commissions paid to the
Chief Operating Officer during the years ended December 31, 2024 and 2023 are $ 123,101 and $ 115,357, respectively. These transactions
were conducted in the ordinary course of business, and management believes the terms were no less favorable than those that would have
been obtained in arm's-length transactions with unrelated third parties.

 NOTE 7: CONVERTIBLE NOTES PAYABLE

 Brikor Note

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

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

 The Brikor Note is convertible into common units
of the Company. Pursuant to the terms of the Brikor Note, Brikor has the right, at its option, to convert any portion of the outstanding
and unpaid Conversion Amount (as hereinafter defined) into common units in accordance with the provisions of the Brikor Note at the Conversion
Rate (as hereinafter defined). The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing
(x) such Conversion Amount by (y) $ 0.10 (subject to adjustment as set forth in the Brikor Note) (such result, the "Conversion Rate").
"Conversion Amount" means the sum of (A) the portion of the principal balance of the Brikor Note to be converted with respect
to which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the
Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)), if any. In March 2022, the Company
began making monthly payments of principal and interest of $ 1,860 at the default annual interest rate of 26.4 %. The balance of the note
as of December 31, 2024 and 2023 was $ 14,542 and $ 95,965, respectively.

 Daiagi and Daiagi Note

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

 F- 13

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

 The Daiagi and Daiagi Note is convertible into
common units of the Company. Pursuant to the terms of the Daiagi and Daiagi Note, the Daiagi's have the right, at their option,
to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Daiagi
and Daiagi Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined
by dividing (x) such Conversion Amount by (y) $ 0.10 (subject to adjustment as set forth in the Daiagi and Daiagi Note. In March 2022,
the Company began making weekly payments of principal and interest of $ 1,860 at the default annual interest rate of 26.4 %. The balance
of the note as of December 31, 2024 and 2023 was $ 12,757 and $ 95,965, respectively.

 Amber Investments Note

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

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

 The Amber Investments Note is convertible into
common units of the Company. Pursuant to the terms of the Amber Investments Note, Amber Investments has the right, at its option, to convert
any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Amber Investments
Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing
(x) such Conversion Amount by (y) $ 0.10 (subject to adjustment as set forth in the Amber Investments Note). In March 2022, the Company
began making weekly payments of principal and interest of $ 1,860 at the default annual interest rate of 26.4 %. The balance of the note
as of December 31, 2024 and 2023 was $ 12,757 and $ 95,965, respectively.

 K& S Pride Note

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

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

 The K & S Pride Note is convertible into common
units of the Company. Pursuant to the terms of the K & S Pride Note, K & S Pride has the right, at its option, to convert any
portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the K & S Pride Note
at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x)
such Conversion Amount by (y) $ 0.10 (subject to adjustment as set forth in the K & S Pride Note). In March 2022, the Company began
making weekly payments of principal and interest of $ 1,860 at the default annual interest rate of 26.4 %. The balance of the note as of
December 31, 2024 and 2023 was $ 16,319 and $ 97,330, respectively.

 F- 14

 Surplus Depot Note

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

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

 The Surplus Depot Note is convertible into common
units of the Company. Pursuant to the terms of the Surplus Depot Note, Surplus Depot has the right, at its option, to convert any portion
of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Surplus Depot Note at the Conversion
Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion
Amount by (y) $ 0.10 (subject to adjustment as set forth in the Surplus Depot Note). In March 2022, the Company began making weekly payments
of principal and interest of $ 1,860 at the default annual interest rate of 26.4 %. The balance of the note as of December 31, 2024 and
2023 was $ 12,757 and $ 95,965, respectively.

 The following is a summary of convertible notes
payable activity for the years ended December 31, 2024 and 2023:

 Balance at January 1, 2023

 $
 792,630

 ( 311,440
)

 481,190

 ( 412,060
)

 Balance at December 31, 2024

 $
 69,130

 NOTE 8: PARTNERS' SURPLUS

 The Company is authorized to issue 100,000,000
common units with no par value. As of December 31, 2024, and 2023, the Company had 91,746,806 and 88,804,035 common units issued, respectively.

 As
of December 31, 2023, the Company had 578,723 common units reflected as issuable pursuant to convertible debt conversions from 2020 that
had not yet been issued. During the year ended December 31, 2024, the Company reversed $ 34,723 from common units to be issued
 related to these anticipated issuances, as the conversion rights ultimately expired
unexercised. The offsetting adjustment was recorded to Accumulated Deficit. This reclassification had no impact on total Partner Surplus.

 For
the year ended December 31, 2024, the Company recognized $ 247,193 in unit-based compensation for the issuance of 2,942,771 common units
to three employees including, the Chief Executive Officer and Chief Operating Officer in exchange for services provided. The expense was
recognized at fair value on the grant date as the units were
fully vested and issued as additional compensation for services already performed.

 Amendment to Partnership Agreement

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

 Pursuant to Section 5.6 of the partnership agreement,
the General Partner may, without the approval of the Company's limited partners, issue additional Company securities for any Company
purpose at any time and from time to time for such consideration and on such terms and conditions as the General Partner shall determine
in its sole discretion, all without the approval of any limited partners, and that each additional Company interest authorized to be issued
by the Company may be issued in one or more classes, or one of more series of any such classes, with such designations, preferences, rights,
powers and duties as shall be fixed by the General Partner in its sole discretion. Pursuant to Section 13.1 of the 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 Agreement to be made by the General Partner acting along, therefore including
the creation of a new class of Company securities.

 F- 15

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

 Number and Stated Value.

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

 Rights.

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

 Dividends.

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

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

 Conversion Rights.

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

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

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

 F- 16

 NOTE 9: COMMITMENTS AND CONTINGENCIES

 Lease Agreement

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

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

 2024

 2023

 Warehouse and office lease right-of-use assets

 $
 157,363

 $
 157,363

 Less: accumulated amortization

 ( 67,814
)

 ( 38,924
)

 Right-of-use-assets, net

 $
 89,549

 $
 118,439

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

 2024

 2023

 Lease liabilities related to warehouse and office lease right-of-use assets

 $
 96,069

 $
 123,972

 Less: current portion of lease liabilities

 ( 34,391
)

 ( 27,903
)

 Non-Current lease liabilities, net of current portion

 $
 61,678

 $
 96,069

 As of December 31, 2024, the remaining lease term
remaining is 2.38 years and the imputed interest rate is 14 %. The following table presents the maturity of the Company's operating
lease liabilities as of December 31, 2024:

 Years Ending December 31,

 2025

 $
 45,727

 2026

 48,013

 2027

 20,410

 Less: discount to fair value

 ( 18,081
)

 Total

 $
 96,069

 The Company amortized $ 28,890 and $ 25,415 of the
right to use asset during the years ended December 31, 2024, and 2023, respectively.

 Rent expense for the years ended December 31,
2024 and 2023 was $ 65,139 and $ 71,338, respectively.

 Legal Matters

 From time to time, we may be involved in litigation
relating to claims arising out of our operations in the normal course of business. There are no pending or threatened lawsuits that could
reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial unitholder, is an adverse party or has a material interest adverse to our interest.

 On April 20, 2023, the Company entered into a
Litigation Resolution Agreement (the "Safa Agreement") with Safa Goods, LLC regarding trademark and patent infringements of
the Company's branded products. Pursuant to the terms of the Safa Agreement, the Company is to receive cash payments totaling $ 5,300,197
over an 18-month period. This agreement ended during the year ended December 31, 2024, and all payments were received before December
31, 2024.

 On December 17, 2024 the Company entered into
a Settlement Agreement and Release ("Daze Agreement") with 7 Daze, LLC regarding patent infringement of the Company's
branded products. Pursuant to the terms of the Agreement, the Company is to receive cash payments totaling $ 100,000 over a six-month period.
Due to uncertainty regarding the timing and amount of payments to be received, settlement income will be recognized when payment is received.

 During the years ended December 31, 2024, and
2023, the Company received cash payments totaling $ 1,675,491 and $ 1,461,551, respectively, net of settlement legal fees. These amounts
are included in net settlement income in the accompanying statements of operations.

 F- 17

 NOTE 10: INCOME TAXES

 The Company accounts for income taxes in accordance
with ASC 740, "Income Taxes," which requires the recognition of deferred tax liabilities and assets for the expected future
tax consequences of differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective
tax bases.

 Additionally, the Company follows the provisions
of FASB ASC 740-10, "Uncertainty in Income Taxes," which establishes recognition thresholds for tax positions. Under this
standard, an entity may only recognize tax positions that meet a "more-likely-than-not" threshold. As of December 31, 2024,
and December 31, 2023, the Company does not believe it has any uncertain tax positions that would require recognition or disclosure in
the accompanying audited financial statements.

 Income Tax Expense and Tax Liability
Changes

 For the year ended December 31, 2023, the Company
recorded net income before income taxes of $ 3,812,605, reflecting a shift from prior periods of losses. The Company utilized $ 341,300
of its net operating loss (NOL) carryforwards to reduce taxable income and recorded a provision for income tax expense of $ 879,803.

 For the year ended December 31, 2024, the Company
recorded net loss before taxes of $ 66,353 and made tax payments totaling $ 215,452. The Company recorded a provision for income tax expense
of $ 76,871. As a result, the Company's tax liability decreased from $ 879,803 as of December 31, 2023, to $ 741,222 as of December
31, 2024, primarily due to these provisions and payments.

 Uncertain Tax Positions and Penalties

 The Company's 2023 tax return included the
use of NOL carryforwards to offset taxable income. However, due to uncertainty regarding the acceptance of these NOLs and the determination
that they do not meet the "more-likely-than-not" threshold, the Company has recorded an estimated liability of $ 185,700 in
non-deductible penalties, representing a permanent difference.

 In addition, the Company accrued $ 52,229 of interest
on these penalties which creates a temporary difference and related tax asset. This liability is included in accounts payable and accrued
expenses and is classified as interest expense in the Statement of Operations.

 The Company has also recorded a provision for
credit losses of $ 131,716, which also creates a temporary difference and related tax asset. This liability is included as a contra asset
to accounts receivable and is included in Selling, general and administrative expense in the Statement of Operations.

 As of December 31, 2024, the Company recorded
deferred tax assets of $ 46,622 related to these deductible temporary differences. However, due to recent operating losses and uncertainty
regarding the Company's ability to generate sufficient future taxable income, the Company determined that it is not more likely
than not that these deferred tax assets will be realized. Accordingly, the Company recorded a full valuation allowance of $46,622 against
its deferred tax assets.

 These components of deferred income taxes assets
are presented in the following table:

 Component

 Temporary Difference

 Tax Effect

 Accrued interest

 $
 52,229

 $
 13,239

 Allowance for bad debts

 131,716

 33,383

 Valuation allowance

 $
 ( 183,945
)

 ( 46,622
)

 Total

 $
 -

 $
 -

 Income Tax Provision

 The Company's income tax expense for the
years ended December 31, 2024, and 2023, was as follows:

 Year Ended December 31,

 Current tax expense

 2024

 2023

 Income tax expense at U.S. federal rate

 $
 63,693

 $
 800,647

 State income taxes, net of federal benefit

 13,178

 165,658

 Valuation allowance

 -

 ( 86,502
)

 Total current tax expense

 $
 76,871

 $

 Deferred tax asset

 Deferred Income tax expense at U.S. statutory rate

 $
 38,629

 -

 Deferred State income taxes, net of federal benefit

 7,993

 -

 Valuation Allowance

 ( 46,622
)

 Total deferred tax asset

 $
 -

 -

 Provision For Income Tax

 $
 76,871

 F- 18

 As of December 31, 2023, the Company's statutory federal income
tax rate was 21.00 %. Due to a net loss in 2024, the Company recorded a tax benefit, resulting in a ( 21.00 %) credit to the statutory federal
income tax rate.

 In 2023, a valuation allowance of 2.27 % reduced
the overall tax provision. In 2024, the Company recorded a full valuation allowance against its deferred tax assets due to uncertainty
about its ability to generate sufficient future taxable income. Although the Company reported a pre-tax loss in 2024, certain permanent
non-deductible items—primarily a $ 185,700 penalty—resulted in a current tax provision and a corresponding effective tax rate
of 115.85 %, compared to effective tax rate of 23.08 % in 2023. The effective tax rate in 2024 was primarily driven by the disproportionate
impact of permanent differences on a relatively small pre-tax loss, which distorts year-over-year comparability. Additionally, the Company
fully utilized its net operating loss (NOL) carryforwards in 2023, which had reduced taxable income and the related tax provision in that
year. Without the benefit of NOLs in 2024, the Company was more exposed to current tax liabilities despite its overall loss for the period.

 The following table presents the provision for
income taxes, statutory federal income tax rate, effective tax rate, and reconciliation for the years ended December 31, 2024, and 2023:

 Year Ended December 31,

 2024

 2023

 (Credit) tax at Statutory Federal Income Tax Rate

 ( 21.00
 %)

 21.00
 %

 State Income taxes, net of federal benefit

 19.86
 %

 4.35
 %

 Permanent differences

 58.77
 %

 -

 Valuation Allowance

 58.22

 ( 2.27
)%

 Effective Tax Rate

 115.85
 %

 23.08
 %

 The increase in the Company's effective
tax rate in 2024 compared to 2023 was primarily due to the full utilization of net operating loss (NOL) carryforwards in 2023, which reduced
taxable income and the related tax provision in that year. In contrast, with those NOLs fully used, the Company was subject to a higher
taxable base in 2024, and permanent non-deductible items—particularly a $ 185,700 penalty—contributed to an increase in the
effective tax rate. The recording of a full valuation allowance in 2024 also eliminated any deferred tax benefit from deductible temporary
differences.

 Tax Compliance and Examinations

 The Company's tax filings are in compliance
with relevant tax laws and regulations. The income tax returns remain open to examination by tax authorities, and the Company is prepared
to defend its tax positions if necessary.

 NOTE 11: SUBSEQUENT EVENTS

 On February 27, 2025, the Company entered into
a Settlement Agreement & Release with Pop Vapor Co. LLC to resolve a previously asserted patent infringement claim. Under the terms
of the agreement, Pop Vapor agreed to make a one-time payment of $ 30,000 and to pay ongoing royalties of $ 0.05 per unit sold, retroactive
to April 1, 2024. The agreement also grants Pop Vapor a non-exclusive, non-assignable, perpetual license to certain of the Company's
patent rights.

 As of the date of these financial statements,
the Company is still awaiting complete sales information from Pop Vapor related to units sold in 2024. Accordingly, revenue related to
past sales will be recognized in the period in which the necessary information is received and collectability is reasonably assured.

 On
March 20, 2025, the Company and KS Brushes DBA Kief Sweeper LLC ("Kief Sweeper") entered into a Bill of Sale and Assignment
and Assumption Agreement (the "Kief Sweeper Agreement"). Pursuant to the terms of the Kief Sweeper Agreement, the Company
agreed to purchase and Kief Sweeper agreed to sell to the Company, subject to the provisions of the Kief Sweeper Agreement, certain assets
consisting of certain intellectual property, including but not limited to the trade name "Kief Sweeper", the internet domain
www.kiefsweeper.com, and a patent pending, and certain on-hand inventory (collectively, the Kief Sweeper Assets"). The purchase
price for the Kief Sweeper Assets was $ 28,000. The Kief Sweeper transaction closed on April 1, 2025.

 F- 19

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 VPR Brands, LP

 April 16, 2025

 By:

 /s/ Kevin Frija

 Kevin Frija

 Chief Executive Officer

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated:

 Name

 Title

 Date

 /s/ Kevin Frija

 Chief Executive Officer and Director

 April 16, 2025

 Kevin Frija

 (principal executive officer, principal financial officer and principal accounting officer)

 /s/ Greg Pan

 Director

 April 16, 2025

 Greg Pan

 0001376231 false FY

 2024-06-28

 2025-04-16

 us-gaap: SeriesAPreferredStockMember

 us-gaap: SeriesAPreferredStockMember

 vprb: ProductRevenueMember

 vprb: ProductRevenueMember

 vprb: RoyaltyRevenueMember

 vprb: RoyaltyRevenueMember

 us-gaap: LicensingAgreementsMember

 2023-01-02
 2023-01-02

 2023-01-02
 2023-01-02

 vprb: VoluntaryRecallMember

 vprb: CustomerMember
 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember

 vprb: CustomerMember
 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember

 us-gaap: EmployeeStockMember

 vprb: CustomerAMember

 vprb: CustomerAMember

 vprb: CustomersBMember

 vprb: CustomersBMember

 vprb: CustomerCMember

 vprb: CustomerCMember

 vprb: CustomerDMember

 vprb: CustomerDMember

 vprb: ReceivablesFromCustomersMember

 vprb: ReceivablesFromCustomersMember

 vprb: CustomerAMember

 vprb: CustomerAMember

 vprb: CustomersBMember

 vprb: CustomersBMember

 vprb: CustomerCMember

 vprb: CustomerCMember

 vprb: CustomerDMember

 vprb: CustomerDMember

 us-gaap: AccountsReceivableMember

 us-gaap: AccountsReceivableMember

 2023-11-16

 us-gaap: IntellectualPropertyMember

 us-gaap: TrademarksMember

 us-gaap: TradeNamesMember

 vprb: AmendedAndRestatedSecuredPromissoryNoteMember

 vprb: AmendedAndRestatedSecuredPromissoryNoteMember

 vprb: BRMSLLCMember

 srt: MinimumMember

 vprb: BRMSLLCMember

 2022-10-01
 2022-10-31

 vprb: PromissoryNoteMember
 vprb: BRMSLLCMember

 2022-10-01
 2022-10-31

 vprb: BRMSLLCMember

 2020-07-09

 2020-06-24

 2021-06-30
 2021-06-30

 vprb: DaiagiNoteMember

 2022-05-18

 vprb: January2021FrijaNoteMember
 vprb: KevinFrijaMember

 2023-10-31

 2023-10-31
 2023-10-31

 2023-10-31

 vprb: ChiefExecutiveOfficerAndChiefOperatingOfficerMember

 vprb: ChiefExecutiveOfficersMember

 vprb: OtherRelatedPartyTransactionsMember

 vprb: OtherRelatedPartyTransactionsMember

 srt: ChiefOperatingOfficerMember

 srt: ChiefOperatingOfficerMember

 2019-02-15

 2019-02-15

 2019-02-15

 2019-02-19

 2019-02-20

 us-gaap: PreferredClassAMember

 us-gaap: PreferredClassAMember

 vprb: WarehouseAndOfficeSpaceMember

 2022-05-19

 vprb: WarehouseAndOfficeSpaceMember

 2022-05-19
 2022-05-19

 2022-05-19

 vprb: VoluntaryRecallMember

 2023-04-20
 2023-04-20

 2024-12-17
 2024-12-17

 vprb: IncomeTaxProvisionMember

 vprb: IncomeTaxProvisionMember

 vprb: TemporaryDifferenceMember

 vprb: TaxEffectMember

 us-gaap: SubsequentEventMember

 2025-02-27
 2025-02-27

 us-gaap: SubsequentEventMember

 2025-02-27

 srt: ScenarioForecastMember

 2025-03-20

 utr:sqft