Item 1.01. Entry into a Material Definitive Agreement.

On January 14, 2021, VPR Brands, LP (the "Company") issued a promissory note in the principal amount of $100,001 (the "Note") to Kevin Frija, who is the Company's Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant stockholder of the Company. The principal amount due under the Note bears interest at the rate of 24% per annum, and the Note permits Mr. Frija to deduct one ACH payment from the Company's bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on January 14, 2022. The Note is unsecured.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.



The information provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit
Number      Description

10.1          Promissory Note dated January 14, 2021 issued by VPR Brands, LP to
            Kevin Frija.

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