NT 10-K 1 e13132-12b25.htm FORM 12B-25

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
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		000-55177
		SEC FILE NUMBER

(Check one):	X Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

	For Period Ended:	December 31, 2020

	☐ Transition Report on Form 10-K

	☐ Transition Report on Form 20-F

	☐ Transition Report on Form 11-K

	☐ Transition Report on Form 10-Q

	☐ Transition Report on Form N-SAR

	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

VPR BRANDS, LP

Full Name of Registrant

N/A

Former Name if Applicable

3001 Griffin Road

Address of Principal Executive Office (Street and Number)

Fort Lauderdale, FL 33312

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be ﬁled on or before the ﬁfteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be ﬁled on or before the ﬁfth calendar day following the prescribed due date; and

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”) will be delayed due to circumstances related to COVID-19 and its impact on the Company’s accounting operations. Management has been focused on analyzing, and taking actions in response to, the impacts and disruptions of the COVID-19 pandemic on the registrant’s business, operations, financial condition and financial reporting processes, including by seeking to maintain the health and safety of its workers and customers, assessing the impact on demand for the registrant’s products, analyzing the availability of government assistance and assessing the disruption to the economy more broadly. This prevented the Company from completing the tasks necessary, without unreasonable effort or expense, to file the Annual Report by its March 31, 2021 due date. The Company anticipates that it will file its Annual Report no later than April 15, 2021.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

Kevin Frija		(954)	715-7001
(Name)		(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒ No ☐

	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See Attachment A hereto.

VPR BRANDS, LP

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:	April 1, 2021	By:	/s/ Kevin Frija
			Name: Kevin Frija
			Title: Chief Executive Officer and Chief Financial Officer

ATTACHMENT A

Form 12b-25

VPR Brands, LP

The Company’s revenues for the year ended December 31, 2020 and 2019 were $3,966,777 and $5,256,137, respectively. The decrease was the result of the introduction of new products during 2019.

The following summarizes the Company’s statements of operations for the year ended December 31, 2020 and 2019:

Results of Operations for the Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

Revenues

Our revenue for the twelve months ended December 31, 2020 and 2019 was, respectively. The decrease is the result of

the introduction of new products during 2019.

Cost of Sales

Cost of sales for the year ended December 31, 2020 and 2019 was $2,272,925 and $3,545,166, respectively. The decrease is the result of a decrease in sales during 2020.

Operating Expenses

Operating expenses for the year ended December 31, 2019 were $1,710,634, as compared to $2,398,387 for the year ended December 31, 2019. The decrease in expenses is due to increased marketing and advertising efforts.

Other Income (Expense)

Other expense increased to $546,977 for the year ended December 31, 2020 as compared to $491,594 for the year ended December 31, 2019. The decrease is mainly attributable to the loss on extinguishment of debt of $525,880 in 2018. Interest decreased primarily due to non-cash interest charged in 2018. Both balances are the result of borrowings during 2019 and conversion of debt to capital.

Net Loss

Net loss for the year ended December 31, 2020 was $563,779 compared to a net loss of $1,179,010 for the year ended December 31, 2019. The net loss increased mainly as the result of increased expenses and lower gross margins.