VPR Brands, LP. - Quarter Report: 2011 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

OR

Commission File Number: 333-137624

Soleil Capital L.P.

(Exact name of Registrant as specified in its charter)

725 W. 50th St.
Miami Beach, FL 33140

(Address of principal executive offices)(Zip Code)

(305) 537-6607

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ¨      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  ¨   No  x

The number of the Registrant’s voting common units representing limited partner interests outstanding as ofSeptember 30, 2011 was 2,625,425.

TABLE OF CONTENTS

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2010 and in this report, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

PART I FINANCIAL INFORMATION

SOLEIL CAPITAL L.P.

(A Development Stage Company)
Statements of Financial Condition

See notes to financial statements.

SOLEIL CAPITAL L.P.

(A Development Stage Company)
Statements of Operations
(Unaudited)

See notes to financial statements.

SOLEIL CAPITAL L.P.

(A Development Stage Company)
Statement of Changes in Partners’ Capital (Unaudited)

SOLEIL CAPITAL L.P.

(A Development Stage Company)
Statement of Changes in Partners’ Capital (Unaudited)

See notes to financial statements.

SOLEIL CAPITAL L.P.

(A Development Stage Company)

Statements of Cash Flows (Unaudited)

See notes to financial statements.

Note 1. Basis of Presentation and Organization and Significant Accounting Policies

Basis of Financial Statement Presentation

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, these interim condensed financial statements should be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2010 Annual Report on Form 10-K. Operating results for the period ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

The Company was incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles were amended on August 5, 2004, to change our name to Jobsinsite, Inc., on June 18, 2009 we merged with a Delaware corporation and became Jobsinsite, Inc., a Delaware corporation. And 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. The company is managed by Soleil Capital Management LLC, a Delaware limited liability company.

Business Description

The Company was founded as Jobsinsite, a software company, however since our inception the company has generated nominal revenues through the sale of software items related to the job search industry. Management has reorganized and restructured the company as a public private equity company and asset manager. The Company's business will be focused on generating positive investment returns and capital appreciation through a strategic and opportunistic approach to investing and the subsequent allocation of capital and managerial assistance to emerging businesses with high growth potential. Specifically, the Company plans to manage a seed stage venture capital fund and to manage single purpose funds which acquire interests in secondary transactions of venture backed enterprises.

To date we have not begun raising investment or working capital.

Our plan is to form and manage series of funds, that allocate capital to high-risk venture capital investments and invest in secondary transactions in venture backed companies.

2. Recent accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Going Concern

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2011 and 2010 the Company has incurred losses of $855 and $2,571, respectively. The Company has a partners’ deficiency of $22,362 and $18,471 at September 30, 2011 and December 31, 2010, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of units or borrow additional funds from its stockholders.

The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

4. Subsequent Events

Management evaluated all activity of the Company through the issue date of the Consolidated Financial Statements and noted there were no material subsequent events as of that date.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following Management's Discussion and Analysis together with our financial statements and notes to those financial statements included elsewhere in this report. This discussion contains forward-looking statements that are based on our management's current expectations, estimates and projections about our business and operations. Our actual results may differ from those currently anticipated and expressed in such forward-looking statements.

Overview

We were incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles were amended on August 5, 2004, to change our name to Jobsinsite, Inc. on June 18, 2009 we merged with a Delaware corporation and became Jobsinsite, Inc., a Delaware corporation. And 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. We are managed by Soleil Capital Management LLC, a Delaware limited liability company.

Since our inception the company has generated nominal revenues through the sale of software items related to the job search industry. Management believes that an opportunity exists in to manage a seed stage venture capital fund, and to participate in the market to acquire interests in secondary transactions of venture backed enterprises; and as a result and in an effort to establish operations in the venture capital and private equity industry, has reorganized the business as a public limited partnership.

How We Generate Revenue

As a venture capital company, the Company is primarily engaged in the business of generating positive investment returns through a strategic and opportunistic approach to investing and the subsequent allocation of capital and managerial assistance to emerging businesses with high growth potential.

To date we have not begun to raise working capital, we have borrowed funds from our president and CEO to cover our organizational costs.

Business Operations

Our plan is to sponsor and manage a seed stage venture capital fund as well as to sponsor and manage a group of single purpose funds whose purpose is to acquire and /or invest in high-risk venture capital investments and to purchase interests in venture backed businesses in secondary transactions.

As a private equity and venture capital investor, we expect to spend significant time and effort identifying, structuring, performing due diligence, monitoring, developing, valuing, and ultimately exiting our investments.

We expect our investment activity to be primarily focused on making long-term investments in the equity of private early and development stage companies and in companies whose employees and early investors are seeking liquidity of their interests in privately held businesses. Due to the nature of these investments, we anticipate an inability to assess a meaningful and accurate valuation on our holdings, until such time as our portfolio companies are able to ramp up their planned and normal business operations, establish revenues, and secure additional capital through further subsequent funding rounds and until a liquidity event for the holdings we acquire in secondary transactions.

As a result, we expect that on average, our portfolio companies will require a period of at least twelve to twenty-four months following our investment, depending on the stage of the company and the timing of our involvement, before a meaningful valuation can be established.

Moreover, due to the nature of our investments and the early stage of the businesses we invest in, we do not expect to see returns on our investments, those made with cash or those made in return for issuances of our securities, for an average of 1-6 years after an investment is made.

Results of Operations for the three and nine months Ended September 30, 2011 Compared to the three and nine months Ended September 30, 2010

Our revenue for the three months and nine months ended September 30, 2011 & 2010 was $0, respectively.

General and administrative expenses for the three months and nine months ended September 30, 2011 were $855 and $3,891,respectively. This is a decrease of $1,716, or 67% and $7,315 or 65% , as compared to general and administrative expenses of $2,571 for the three months and $11,206 for the nine months ended September 30, 2010. The decrease in our general and administrative expenses was due to a decrease in the professional fees, in connection with our reporting obligations as a public company.

We had net loss of $855 and $3,891 (or basic and diluted loss per share of $0.00 and $0.00) for the three and nine months ended September 30, 2011, as compared to net loss of $2,571 and $11,206 (or basic and diluted loss per share of $0.00 and $0.00) for the three and nine months ended September 30, 2010. Our net loss decreased due to a decrease in the professional fees we pay in connection with our disclosure requirements as a public company.

Liquidity and Capital Resources

As of September 30, 2011, we had total current assets of $210 consisting of prepaid expenses.

As of September 30, 2011, we had total current liabilities of $22,572 consisting of a $11,541 loan payable to our chief executive officer accrued in connection with our ongoing disclosure requirements and accounts payable of $11,031 which was also accrued in connection with our being a public company.

We had negative working capital of $22,362 as of September 30, 2011.

We had a deficit accumulated during the development stage of $111,330 and total Partners' deficiency of $22,362 as of September 30, 2011.

Our net cash used in operating activities was $0 for the three months and $941 for the nine months end September 30, 2011 which included a net loss of $855 and $3,891 respectively for the three and nine months ended September 30, 2011 and a decrease in accounts payable to $855  and $3,160 as compared to net cash used in operating activities of $0 and $(600) for the three and nine months end September 30, 2010 which included a net loss of $2,571 and $11,206 respectively, with accounts payable of $2,571 and $10,606 for the three and nine month periods ending September 30, 2010. Net cash used in operating activities was $56,366 since our inception on July 19, 2004 through September 30, 2011.

Cash flows from operations were not sufficient to fund our requirements during the nine months ended September 30, 2011. To make up for some of this short fall, we accrued $855 in accounts payable.

At this time, we have not secured or identified any additional financing to execute our plan of operations over the next 12 months. We do not have any firm commitments nor have we 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company's management, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of December 31, 2010 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations Over Internal Controls

The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

     (i)  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

     (ii)  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

     (iii)  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Management, including the Company's Chief Executive Officer and Chief Financial Officer, does not expect that the Company's internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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 internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's Annual Report on Internal Control Over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based and has concluded that its internal control over financial reporting was effective as of September 30, 2010 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the second quarter of fiscal 2010, which were identified in connection with management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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.

Item 1A. Risk Factors.

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits.

SIGNATURES

Date: November 10, 2011