VPR Brands, LP. - Quarter Report: 2014 June (Form 10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended JUNE 30, 2014

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

For the transition period from

Commission File No. 000-54435

SOLEIL CAPITAL L.P.

(Exact name of registrant as specified in its charter)

Delaware
(State or other Jurisdiction of Incorporation or Organization)

45-1740641

(I.R.S. Employer Identification No.)

787 Adeline Ave., San Jose, CA

95136

(Address of Principal Executive Offices)

(Zip Code)

Issuer's Telephone Number: (954) 684-8288

N/A

(Former name, former address and former

Fiscal quarter, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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

[X] Yes [ ] 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 [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,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

State the number of common units outstanding of each of the issuer's classes of common equity, as of the last practicable date: The number of the Registrant's voting and non-voting common units representing limited partner interests outstanding as of August 12, 2014 was 13,127,125

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	19
Item 6.	Exhibits	19

SIGNATURES		20

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Soleil Capital L.P.
(formerly) JOBSINSITE, INC.
(A Development Stage Company)
BALANCE SHEETS
(unaudited)

	June 30, 2014			December 31, 2013

ASSETS:
Cash	$	-		$	-
TOTAL CURRENT ASSETS	$	-		$	-

Intangible Asset-Patents		5,325,258			5,325,258

TOTAL ASSETS	$	5,325,258		$	5,325,258

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
Accounts payable and other accrued liabilities	$	14,334		$	1,750
Loans payable- shareholder		6,375			-
TOTAL LIABILITIES		20,709			1,750

PARTNERS' CAPITAL:
Partners' Capital 50,000,000 authorized; Common units, 13,127,125 issued and outstanding as of June 30, 2014
and December 31, 2013		5,448,333			5,448,333
Accumulated deficit		(143,784	)		(124,825	)
TOTAL PARTNERS' CAPITAL		5,304,549			5,323,508

TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	5,325,258		$	5,325,258

Soleil Capital L.P.
(formerly) JOBSINSITE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,						From Inception July 19, 2004 to
	2014			2013			2014			2013			June 30, 2014

REVENUES	$	-		$	-		$	-		$	-		$	-

EXPENSES:
Research and development														0
General and administrative		12,709			-			18,959			-			18,959
TOTAL EXPENSES		12,709			-			18,959			-			18,959
NET LOSS FROM CONTINUING OPERATIONS		(12,709	)		-			(18,959	)		-			(18,959	)
DISCONTINUED OPERATIONS					(1,062	)					(2,011	)		(124,825	)
NET LOSS		(12,709	)		(1,062	)		(18,959	)		(2,011	)		(143,784	)
LOSS PER COMMON UNIT-BASIC AND DILUTED-CONTINUED OPERATIONS		(0.00	)		(0.00	)		(0.00	)		(0.00	)
LOSS PER COMMON UNIT-DISCONTINUED OPERATIONS		(0.00	)		(0.00	)		(0.00	)		(0.00	)
LOSS PER COMMON UNIT -TOTAL		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted-Average Common Units Outstanding — Basic and Diluted		13,127,125			2,625,425			13,127,125			2,625,425

Soleil Capital L.P.
(formerly) JOBSINSITE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)

							FROM INCEPTION
	Six Months Ended June 30,						(JULY 19, 2004) TO
	2014			2013			June 30, 2014

OPERATING ACTIVITIES:
Net Loss-Continuing Operations		(18,959	)		-			(18,959
Net Loss From Discontinued Operations					(2,011	)		(124,825	)
Changes in operating assets and liabilities:
Accounts payable and other accrued liabilities		12,584			1,539			14,334
NET CASH USED IN OPERATING ACTIVITIES		(6,375	)		(472	)		(129,450	)

INVESTING ACTIVITIES:
Acquisition of property and equipment								(2,500	)
NET CASH USED IN INVESTING ACTIVITIES		-						(2,500	)

FINANCING ACTIVITIES:
Proceeds of loans payable- shareholder		6,375			472			42,982
Contributions to additional paid in capital		-						88,968
NET CASH PROVIDED BY FINANCING ACTIVITIES		6,375			472			131,950

INCREASE (DECREASE) IN CASH		-			-			-

CASH - BEGINNING OF YEAR		-			-			-

CASH - END OF YEAR		-			-			-

Soleil Capital L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)
Statements of Changes in Partners’ Capital

	Common		Partners'		Comprehensive			Total
	units		Capital		Income (Loss)			Partner's Capital
Balance at Inception-July 19, 2004		0		0		0			0
Net Loss						(4,525	)		(4,525	)
Issuance of Common Units		2,040,000
Capital Contributions				4,750					4,750
Balance at December 31, 2004		2,040,000		4,750		(4,525	)		225

Net Loss						(2,448	)		(2,448	)
Capital Contributions				3,360					3,360
Balance at December 31, 2005		2,040,000		8,110		(6,973	)		1,137

Net Loss						(13,458	)		(13,458	)
Issuance of Common Units		179,000
Capital Contributions				17,900					17,900
Balance at December 31, 2006		2,219,000		26,010		(20,431	)		5,579

Net Loss						(34,705	)		(34,705	)
Capital Contributions				4,728					4,728
Balance at December 31, 2007		2,219,000		30,738		(55,136	)		(24,398	)

Net Loss						(40,044	)		(40,044	)
Issuance of Common Units		406,425
Capital Contributions				58,230					58,230
Balance at December 31, 2008		2,625,425		88,968		(95,180	)		(6,212	)

Net Loss						(3,788	)		(3,788	)
Balance at December 31, 2009		2,625,425		88,968		(98,968	)		(10,000	)

Net Loss						(8,471	)		(8,471	)
Balance at December 31, 2010		2,625,425		88,968		(107,439	)		(18,471	)

Net Loss						(5,396	)		(5,396	)
Balance at December 31, 2011		2,625,425		88,968		(112,835	)		(23,867	)

Net Loss						(6,096	)		(6,096	)
Balance at December 31, 2012		2,625,425		88,968		(118,931	)		(29,963	)
Net Loss						(5,894	)		(5,894	)
Contribution of Partner' Debt				34,107					34,107
Issuance of Common Units for Asset Purchase		10,501,700		5,325,258					5,325,258
Balance at December 31, 2013		13,127,125		5,448,333		(124,825	)		5,323,508

Net Loss						(18,959	)		(18,959	)
Balance at June 30, 2014		13,127,125		5,448,333		(143,784	)		5,304,549

NOTE 1. ORGANIZATION

Soliel Capital L.P. (the “Company”, “we”, “our”) was incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles of incorporation 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., 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.

Business Description

Since our inception the company has generated nominal revenues through the sale of software items related to the job search industry.

On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among Soleil and Guocheng "Greg" Pan, a natural person, pursuant to which Soleil agreed to purchase certain electronic cigarette 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, Soleil issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of Soleil and a warrant to purchase 2,000,000 common units representing limited partnership units of Soleil. The warrants entitle Mr. Pan (or his designees) to purchase Soleil common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement.

We are a development stage enterprise engaged in various monetization strategies of a portfolio of patents the Company owns in both the US and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarettes marketed under the brand “Red” in the United States and are undertaking efforts to establish distribution of our electronic cigarette brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The attached financial statements have been prepared pursuant to the rules and regulations of Article 10 of regulation S-X and instructions to Form 10-Q of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on or about May 7, 2014.

Development Stage Activities

The Company has been in the development stage since its inception on July 19, 2004. All activity through June 30, 2014, including the conversion relates to the Company's formation and development.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the Untied States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates

Cash

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less.

Revenue recognition

The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company has historically recorded revenue after payments for services have been received, which is at the time services are provided.

Fair Value Measurements

We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The patent was valued using a level 3 input.

Discontinued Operations

Effective December 27, 2013, in association with the acquisition of the patent, the Company changed its business plan and accordingly has presented its prior revenue and operating expenses as discontinued operations in accordance with ASC 360-10.

Recent Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

NOTE 3: GOING CONCERN

The accompanying consolidated 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 generated nominal revenues since inception and has an accumulated loss of $143,784 at June 30, 2014. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders, 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 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.

NOTE 4-ASSET PURCHASE AND INTANGIBLE ASSET

NOTE 5 – LOAN PAYABLE – PARTNER

The loan payable represents advances from a partner to fund general and administrative expenses. The loans are non-interest bearing and due on demand.

NOTE 6: COMMITMENTS AND CONTINGENCIES

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. As of June 30, 2014, there were 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 stockholder, is an adverse party or has a material interest adverse to our interest.

NOTE 7 SUBSEQUENT EVENTS

On July 10, 2014, the Company” closed on the sale of 200,000 common units representing limited partnership interests shares (“common units,”) for an aggregate of $100,000.

The purchase price for each common unit was $0.50.

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

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

Unless stated otherwise, the words “we,” “us,” “our,” the “Company,” in this section collectively refer to Soleil Capital L.P..

Overview

We were incorporated in New York on July 19, 2004, as Jobsinsite.com, Inc., Our Articles of incorporation 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 and in 2009 Management actively explored opportunities to manage private capital, specifically the Company 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 the Company's new business direction and in an effort to establish operations in the venture capital and private equity industry, the Company has reorganized the business and restructured the Company 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 the Company’s business objectives pivoted and the Company is now focusing its 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.

On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among Soleil and Guocheng "Greg" Pan, a natural person, pursuant to which Soleil 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, Soleil issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of Soleil and a warrant to purchase 2,000,000 common units representing limited partnership units of Soleil. The warrants entitle Mr. Pan (or his designees) to purchase Soleil common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement.

How We Plan to Generate Revenue

Soleil Capital is a technology holding company whose assets include issued U.S. and Chinese electronic cigarette and personal vaporizer patents and related components.

Our portfolio of electronic cigarette and personal vaporizer patents (the ”Patents”) are the basis for our efforts to:

Design, market and distribute a line of electronic cigarettes sold under the “RED” brand;

Prosecute and enforce our patent rights;
License our intellectual property; and,
Develop private label manufacturing programs.

Results of Operations:

The following discussion should be read in conjunction with our unaudited condensed financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report. Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of our products and through equity or debt securities.

Three Month Period Ended June 30, 2014 Compared to Three Month Period Ended June 30, 2013

Operating Expenses

Operating expenses for the quarter ended June 30, 2014 were $12,709 as compared to $-0- for the quarter ended June 30, 2013. The increase in expenses during 2014 are due to professional fees for the quarter paid by the CEO on behalf on the Company. In addition for quarter ended June 30, 2013 there were $1,062 of expenses for discontinued operations.

Net Loss

Net loss for the quarter ended June 30, 2014 was $(12,709) compared to a net loss of $(1,062) for the quarter ended June 30, 2013.

Six Month Period Ended June 30, 2014 Compared to Six Month Period Ended June 30, 2013

Operating Expenses

Operating expenses for the six months ended June 30, 2014 were $18,959 as compared to $-0- for the quarter ended June 30, 2013. The increase in expenses during 2014 are due to professional fees for the quarter paid by the CEO on behalf on the Company. In addition for quarter ended June 30, 2013 there were $2,011 of expenses for discontinued operations.

Net Loss

Net loss for the six months ended June 30, 2014 was $(18,959) compared to a net loss of $(2,011) for the quarter ended June 30, 2013.

Liquidity and Capital Resources

The Company realized cash used in operations of $6,375 for six months ended June 30, 2014 as compared to $472 used in six months ended June 30, 2013. Increase cash used is mainly a result of higher net loss for the quarter.

During the six months ended June 30, 2014 the Company was provided cash from financing activities of $6,375 as compared to $472 provided for quarter ended June 30, 2013. The increase was a result of addition advances from stockholder for the six months.

Assets

At June 30, 2014 and December 31, 2013, we had total assets of $5,325,258. Assets consist of the various patents held by the Company.

Liabilities

Our total liabilities were $1,750 at December 31, 2013, compared to $20,709 at June 30, 2014. The increase from 2013 to 2014 was primarily due to a $6,375 increase of loans from shareholder and $12,584 increase in accounts payable.

At June 30, 2014, a shareholder was owed $6,375 so noted on the Balance Sheet.

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.

Off –Balance Sheet Operations

We do not have any off-balance sheet operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending June 30, 2014, under the supervision and with the participation of our management, 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 Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending June 30, 2014, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived 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 benefit 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, within the Company have been detected.

PART II

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable.

Item 1A. Risk Factors.

Not applicable.

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

On July 10, 2014, the Company” closed on the sale of 200,000 common units representing limited partnership interests shares (“common units,”) for an aggregate of $100,000.

The purchase price for each common unit was $0.50.

The shares were issued pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder (“Regulation D”) since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Offers and sales were made solely to persons qualifying as “accredited investors” (as such term is defined by Rule 501 of Regulation D).

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.


Exhibit No.:	Description:
31.1	Certification by Jon Pan, Principal Executive Officer of Soleil Capital L.P. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1	Certification by Jon Pan, Principal Executive Officer of Soleil Capital L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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


	Soleil Capital L.P.

Date: August 12, 2014	By:	/s/ Jon Pan
		Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer & Principal Financial Officer)