VPR Brands, LP. - Quarter Report: 2009 June (Form 10-Q)

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

For the Quarter ended:  June 30, 2009

Commission File Number 333-137624

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X]    No [  ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes [X] No [  ]

As of May 14, 2009, there were outstanding 2,625,425 shares of the registrant’s common stock, $.001 par value per share.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the financial statements and footnotes thereto included in the Form 10k that included the audited financial statements for the year ended December 31, 2008.

The Company is considered to be a development stage company.  Activities to date have been organizational and explorative as to new business opportunities.

Jobsinsite, Inc. (the "Company") was incorporated in July 2004 under the laws of the State of New York and subsequently re-domiciled as a Delaware corporation on June 17, 2009. The company was developer and marketer of resume and employment assistance software and training programs, however management has recently begun to explore new opportunities for the Company.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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 and the reported amounts of net revenue and expenses during each reporting period.  Actual results could differ from those estimates.

The Company currently has no cash or other current assets.

The Company is indebted to Mr. Laufer, its CEO, CFO and its chairman of the board of directors in the amount of $9,5000.  Mr. Laufer had advanced funds to the Company to cover cash requirements.  The loan is unsecured and is payable on demand with interest at the prime rate.

Property and equipment are recorded at cost.  Depreciation and amortization are provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line method for financial reporting purposes, whereas accelerated methods are used for income tax purposes.

Maintenance, repairs and minor renewals are charged to expense when incurred.  Replacements and major renewals are capitalized.

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109) which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  In addition, SFAS 109 requires recognition of future tax benefits, such as carryforwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company is currently in the development stage of its product and, therefore, research and development costs are charged to the statement of operations as incurred.

Revenue is recorded at that time titles changes hands which occurs at the time of shipment or online delivery. The product does not ship with any warrantee or guarantee provisions.  Defective merchandise, of which there has not been any such instances to date, would be replaced by the Company at no cost to the end user.

The Company expenses costs incurred in the development of its website as it believes that the initial development stage, as defined in EITF 00–2 has not yet been completed

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, Share-Based Payment, which addresses the accounting for share-based payment transactions. SFAS No. 123R eliminates the ability to account for share-based compensation transactions using APB No. 25, and generally requires instead, that such transactions be accounted and recognized in the statement of operations, based on their fair value. SFAS No. 123R is effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. The Company has no outstanding stock options at June 30, 2009. Therefore, the adoption of this standard does not have an impact on the Company’s financial position and results of operations.

JobsInSite, Inc. ("JIS" or the "Company") was formed as a New York Corporation on July 19, 2004 and subsequently re-domiciled as a Delaware corporation effective June 17, 2009, our fiscal year ends on December 31. Our principal executive office is located at 42450 Hollywood Blvd., Suite 105 Hollywood, Florida 33020. Our telephone number is (305) 766-6267. 

The Company's previous business operations were centered around developing, marketing and selling career oriented software and career reference materials.  Management has recently begun exploring new business opportunities for the company.

During the six months ended June 30, 2009 we had $0 in revenues. This was unchanged from the three months ended June  30, 2008.  The lack of revenues was a result of a lack of business operations.

Our operating expenses decreased by $25,535 to $410 for the six months ended June  30, 2009. This was an decrease of 98%, as compared to operating expenses of $25,945 for the six months ended June 30, 2008. Our operating expenses for the six months ended June 30, 2009 consisted of general and administrative expenses of $2,878 compared to general and administrative expenses of $21,331 for the period ended June 30, 2008.

During the six months ended June 30, 2009 we had $0 in research and development costs. This was unchanged from the period ended June 30, 2008.

We had net loss of $410 (or basic and diluted loss per share of $0.0001) for the six months ended June 30, 2009, as compared to net loss of $25,945 (or basic and diluted loss per share of $0.001) for the three months ended June 30, 2008. The decrease in net loss was due to the decrease in general and administrative expenses, discussed above.

During the three months ended June 30, 2009 we had total assets of $0.

During the three months ended June 30, 2009 we had total liabilities of $9,500, as compared to total liabilities of $0 for the three months ended June 30, 2008.

We had an accumulated deficit of $98,468 and total stockholders’ deficit of $9,500 as of June 30, 2009.

Our net cash used in operating activities was $410 for the six months end June 30, 2009 which included a net loss of $410, and accounts payable and other accrued liabilities of $0. Net cash used in operating activities for the six months ended June 30, 2008 was $8,512, which included a net loss of $25,945, the issuance of common stock in exchange for debt and services in the amount of $41,643 and accounts payable and other accrued liabilities of $24,210.

Cash flows from operations were not sufficient to fund our requirements during this period. To make up for this short fall, during the six months ended June 30, 2009 we had $9,500, in net cash provided by financing activities, which consisted solely of shareholder loan provided by management. This was a decrease of $2,886 or 23.3%, as compared to net cash provided by financing activities for the six months ended June 30, 2008 of $12,386.

At this time, we have not secured or identified any additional financing but expect that management will continue to loan us funds that  will allow us to execute our plan of operations over the next three months of operations. Outside of our principal's advances, we do not have any other identified sources of additional capital from third parties or from shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing may involve dilution to our shareholders. In the alternative, additional funds may be provided from cash flow in excess of that needed to finance our day-to-day operations, although we may never generate this excess cash flow. If we do not raise additional capital or generate additional funds, implementation of our plans for expansion will be delayed. If necessary we may withdraw from certain growth strategies to conserve cash for continued operation.

We will only be able to pay our future debts and meet operating expenses by conducting profitable operations or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than successful and profitable operations.  Management and the shareholders are not obligated to provide any further funding. Any of our shareholders and management members who advance money to us to cover operating expenses will expect to be reimbursed. We have no intention of borrowing money to reimburse any of our officers, directors or shareholders or their affiliates.

Should the Company lack available funding, severe consequences could occur, including among others:

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

The Company is subject to certain market risks, including changes in interest rates. The Company does not undertake any specific actions to limit those exposures.

Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"), have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the period covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

Except as may have previously been disclosed on a current report on Form 8-K, a quarterly report on Form 10-Q or a registration statement, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.

Not applicable.

On June 1^st at the Company's annual shareholder meeting the board of directors submitted to the shareholders for their vote, authorization to re-domicile the company to Delaware;  2,357,632, which represents 89.9% of the total number of shares outstanding and authorized to vote, were cast in FAVOR of the merger.  Subsequent to the vote, the company prepared and executed certificates of merger in both New York and Delaware. The merger was effected on June 17, 2009.

On May 1, 2009 Jobsinsite, Inc. (the "Company")  filed, on a voluntary basis, an information statement on Form Pre14C, which the company subsequently withdrew, as the company is not required to file proxy and or information statements under Regulation 14A or 14C because it does not have a class of securities registered under section 12 of the Exchange Act.

The company thereafter and in accordance with respective state laws of New York and Delaware effected certain changes as it relates to its state of incorporation and its corporate structure.

Effective  June 17, 2009 Jobsinsite Corp., a New York Corporation (JOBI NY) was merged into Jobsinsite Corp., a Delaware Corporation (JOBI Del,) the surviving entity, pursuant to shareholders' approval at the Annual Shareholders' Meeting held on June 1, 2009.

Subsequent thereto, on July 1, 2009  Jobsinsite, pursuant to Delaware law, and upon the unanimous written consent of the company’s shareholders, filed articles of conversion to convert,  the Corporation into Soleil Capital, L.P. a Delaware limited partnership, managed by Soleil Capital Management LLC, a Delaware limited liability company.

Pursuant to Delaware law Title 8 Chapter IX sec. 6(f) said conversion shall not result in the dissolution of Jobsinsite and as such Jobsinsite shall continue to trade as JOBI on the over the counter bulletin board.

* Filed herewith

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.