Gilla (GLLA) 10-Q 14 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 14, 2015
Document And Entity Information
Entity Registrant Name	GILLA INC.
Entity Central Index Key	1,004,411
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		94,716,775
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

Consolidated Interim Balance Sh

Consolidated Interim Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash	$ 251,116	$ 496,724
Accounts receivable	2,958	37,421
Inventory (note 6)	76,362	78,901
Prepaid expenses and vendor deposits	346,196	378,252
Total Current assets	676,632	991,298
Long term assets
Property and equipment (note 7)	1,002	1,864
Website development (note 8)	83,324	93,323
Total long term assets	84,326	95,187
Total assets	760,958	1,086,485
Current liabilities
Accounts payable	353,509	309,139
Accrued liabilities	84,452	$ 69,017
Deferred revenue	80,000
Accrued interest - related parties (note 16)	81,278	$ 39,279
Loans from shareholders (note 9)	787,992	34,739
Due to related parties (note 16)	1,530,556	1,144,789
Credit facility (note 10)	99,274	387,110
Total current liabilities	$ 3,017,061	1,984,073
Long term liabilities
Loan from shareholders (note 9)		531,000
Due to related party (note 16)		100,000
Convertible debentures (note 12)	$ 60,437	24,828
Total long term liabilities	60,437	655,828
Total liabilities	3,077,498	$ 2,639,901
Going concern (note 2)
Related party transactions (note 16)
Commitments and contingencies (note 17)
Subsequent events (note 20)
STOCKHOLDERS' DEFICIENCY
Common stock (note 13)	18,833	$ 18,542
Additional paid-in capital	4,243,956	3,998,482
Accumulated deficit	(6,791,127)	(5,702,351)
Accumulated other comprehensive income	211,798	131,911
Total shareholders' deficiency	(2,316,540)	(1,553,416)
Total liabilities and stockholders' deficiency	$ 760,958	$ 1,086,485

Unaudited Consolidated Interim

Unaudited Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Sales revenue	$ 3,837	$ 13,613	$ 7,641	$ 24,708
Cost of goods sold	294	5,729	2,525	37,751
Gross profit (loss)	$ 3,543	7,884	$ 5,116	(13,043)
Consulting revenue		12,260		20,426
Operating expenses
Administrative	$ 239,922	349,786	$ 605,561	750,385
Consulting fees - related parties (note 16)	145,454	152,153	322,448	313,981
Depreciation and amortization	5,409	1,101	10,858	1,801
Total operating expenses	390,785	503,040	938,867	1,066,167
Loss from operations	(387,242)	(482,896)	(933,751)	(1,058,784)
Other income (expenses):
Foreign exchange	$ 77,780	$ 8,816	$ 87,864	(12,165)
Gain (loss) on loan receivable written off (note 5)				$ 19,867
Loss on settlement of account receivable	$ (23,344)		$ (23,344)
Gain (loss) on settlement of debt	16,344		16,344	$ (27,560)
Amortization of debt discount	(25,832)	$ (61,721)	(87,609)	(70,568)
Interest expense, net	(76,093)	(62,852)	(148,280)	(113,926)
Total other expenses	(31,145)	(115,757)	(155,025)	(204,352)
Net loss before income taxes	$ (418,387)	$ (598,653)	$ (1,088,776)	$ (1,263,136)
Income taxes
Net loss	$ (418,387)	$ (598,653)	$ (1,088,776)	$ (1,263,136)
Loss per weighted average number of shares outstanding (basic and diluted)	$ (0.005)	$ (0.009)	$ (0.012)	$ (0.018)
Weighted average number of shares outstanding (basic and diluted)	93,518,581	69,051,473	93,110,566	68,390,967
Comprehensive loss:
Net loss	$ (418,387)	$ (598,653)	$ (1,088,776)	$ (1,263,136)
Foreign exchange translation adjustment	(13,842)	(34,931)	79,887	(366)
Comprehensive loss	$ (432,229)	$ (633,584)	$ (1,008,889)	$ (1,263,502)

Unaudited Consolidated Interim4

Unaudited Consolidated Interim Statement of Changes in Stockholders' Deficit (Unaudited) - 6 months ended Jun. 30, 2015 - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Beginning Balance, Shares at Dec. 31, 2014	92,698,018
Beginning Balance, Amount at Dec. 31, 2014	$ 18,542	$ 3,998,482	$ (5,702,351)	$ 131,911	$ (1,553,416)
Common shares issued for settlement of interest payable on convertible debentures, Shares	4,918
Common shares issued for settlement of interest payable on convertible debentures, Amount	$ 1	737			738
Common shares issued for settlement of interest payable on convertible debentures to a director of the Company, Shares	2,385
Common shares issued for settlement of interest payable on convertible debentures to a director of the Company at, Amount		358			358
Common shares issued for conversion of convertible debentures, Shares	$ 514,285
Common shares issued for conversion of convertible debentures, Amount	$ 103	35,897			36,000
Common shares issued for conversion of convertible debentures to a director of the Company, Shares	228,572
Common shares issued for conversion of convertible debentures to a director of the Company, Amount	$ 45	15,955			16,000
Common shares issued for settlement of consulting fees, Shares	300,000
Common shares issued for settlement of consulting fees at, Amount	$ 60	32,940			33,000
Common shares issued for settlement of marketing costs, Shares	408,597
Common shares issued for settlement of marketing costs, Amount	$ 82	61,208			61,290
Gain on common shares issued for settlement of marketing costs		(16,344)			(16,344)
Stock based compensation		$ 114,723			114,723
Foreign currency translation gain				$ 79,887	79,887
Net loss			$ (1,088,776)		(1,088,776)
Ending Balance, Shares at Jun. 30, 2015	94,156,775
Ending Balance, Amount at Jun. 30, 2015	$ 18,833	$ 4,243,956	$ (6,791,127)	$ 211,798	$ (2,316,540)

Unaudited Consolidated Interim5

Unaudited Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES :
Net loss	$ (1,088,776)	$ (1,263,136)
Items not requiring an outlay of cash
Depreciation	859	$ 1,801
Amortization	$ 9,999
(Gain) on loan receivable written-off		$ (19,867)
Stock based compensation	$ 114,723	2,665
Amortization of debt discount	87,609	70,568
(Gain) loss on settlement of debt	(16,344)	$ 27,560
Loss on settlement of account receivable	23,344
Common shares issued for services	33,000	$ 82,500
Changes in operating assets and liabilities
Accounts receivable	$ 8,252	75,626
Funds held in trust		20,000
Prepaid expenses and vendor deposits	$ 31,437	(67,158)
Inventory	2,525	(1,188)
Accounts payable	112,590	141,412
Accrued liabilities	15,435	$ (16,475)
Deferred revenue	80,000
Related party payables	238,105	$ 454,531
Accrued interest-related party	41,999	(65,648)
Net cash used in operating activities	$ (305,243)	(556,809)
CASH FLOWS FROM INVESTING ACTIVITIES:
Trademark		(3,584)
Website development		(52,000)
Net cash used in investing activities		(55,584)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash acquired from Drinan Marketing Ltd.		$ 8,812
Net repayment of credit facility	$ (260,262)
Loans to subsidiary prior to acquisition		$ (109,978)
Shareholder loan received (paid)	$ 255,071	526,343
Net proceeds from (repayments to) related parties	$ 58,933	(153,117)
Repayment of related party note payable		(225,000)
Proceeds from sale of convertible debentures		80,000
Proceeds from common share subscriptions		190,250
Net cash provided by financing activities	$ 53,742	317,310
Effect of exchange rate changes on cash	5,893	(298)
Net increase in cash	(245,608)	(295,381)
Cash at beginning of period	496,724	355,860
Cash at end of period	251,116	60,479
Supplemental Schedule of Cash Flow Information:
Cash paid for interest	$ 15,173	$ 136,440
Cash paid for income taxes
Non cash financing activities:
Common stock issued for payment of consulting fees payable	$ 33,000	$ 82,500
Common stock issued for settlement of interest payable	1,096
Common stock issued for settlement of accounts payable	$ 44,946
Debentures issued for settlement of related party and shareholder loans		$ 53,000

1. NATURE OF OPERATIONS

1. NATURE OF OPERATIONS	6 Months Ended
	Jun. 30, 2015
Nature Of Operations
1. NATURE OF OPERATIONS	Gilla Inc. (“Gilla”, the “Company” or the “Registrant”) was incorporated under the laws of the state of Nevada on March 28, 1995 under the name of Truco, Inc. The shareholders approved a name change on March 22, 1996, March 18, 1997, September 13, 1999, October 3, 2000, April 23, 2003 and February 27, 2007 to Web Tech, Inc., Cynergy, Inc., Mercantile Factoring Credit Online Corp., Incitations, Inc., Osprey Gold Corp. and to its present name, respectively. On November 21, 2012, the Company closed the acquisition of Snoke Distribution Canada Ltd. (“Snoke Distribution”) through the issuance of 29,766,667 Common Shares of the Registrant. On February 28, 2014, the Company closed the acquisition of all of the issued and outstanding shares of Drinan Marketing Limited (“DML”), a private limited company engaged in the sales and distribution of electronic cigarettes in Ireland. The Company issued to the sellers 500,000 Common Shares valued at $0.11 per share and warrants for the purchase of 1,000,000 Common Shares of the Company. On October 6, 2014, the Company appointed liquidators for the purpose of winding up DML by way of a voluntary liquidation by reason of its liabilities. On July 1, 2015, the Company closed the acquisition of all the issued and outstanding shares of E Liquid Wholesale, Inc. (“E Liquid Wholesale”), a Florida based E-liquid manufacturer. Pursuant to the share purchase agreement, dated June 25, 2015, the Company paid a total purchase price of $1,125,000 payable as (i) $225,000 in cash on closing and (ii) $900,000 in promissory notes issued on closing, such promissory notes issued in three equal tranches of $300,000 due four, nine and eighteen months respectfully from the closing date. On July 14, 2015, the Company closed the acquisition of all the issued and outstanding shares of E-Liq World, LLC (“VaporLiq”), an E-liquid subscription based online retailer. Pursuant to the share purchase agreement, dated July 14, 2015, the Company issued 500,000 Common Shares and warrants for the purchase of 500,000 Common Shares of the Company exercisable over eighteen months with an exercise price of $0.20 per Common Share. The current business of the Company consists of the manufacturing, marketing and distribution of E-liquid, which is the liquid used in vaporizers, E-cigarettes, and other vaping hardware and accessories. E-liquid is heated by the atomizer to deliver the sensation and taste of smoking. Gilla has a two-pronged business model: Custom E-liquid Manufacturing, including private label solutions, E-liquid flavoring and fulfilment services; and Marketing & Online Services, including branding, marketing, sales support, and e-commerce solutions. The Company also owns and operates the VaporLiq and Charlie’s Club monthly subscription-based delivery services for vaping products. Vaporizers and E-cigarettes are replacements for traditional cigarettes allowing smokers to reproduce the smoking experience. Vaporizers and E-cigarettes do not burn tobacco and are not smoking cessation devices.

2. GOING CONCERN

2. GOING CONCERN	6 Months Ended
	Jun. 30, 2015
Going Concern
2. GOING CONCERN	These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in these unaudited condensed consolidated interim financial statements, at June 30, 2015, the Company has an accumulated deficit of $6,791,127 a working capital deficiency of $2,340,429 and negative cash flows from operating activities of $305,243 for the six month period ended June 30, 2015. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that the Company will not be able to continue as a going concern for the next twelve months without additional financing or increased revenues. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms and in a timely manner, if at all. Failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations. These unaudited condensed consolidated interim financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

3. SUMMARY OF SIGNIFICANT ACCOU

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	The accompanying unaudited condensed consolidated interim 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. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the U.S. Securities and Exchange Commission. The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America. Outlined below are those policies considered particularly significant: (a) Basis of Consolidation These unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries; Gilla Operations, LLC; Charlie’s Club, Inc.; Gilla Enterprises Inc.; Gilla Operations Worldwide Limited; Gilla Franchises, LLC and its wholly-owned subsidiary Gilla Biscayne, LLC; and Snoke Distribution Canada Ltd. and its wholly-owned subsidiary Snoke Distribution USA, LLC. All inter-company accounts and transactions have been eliminated in preparing these unaudited condensed consolidated interim financial statements. (b) Foreign Currency Translation The Company’s Canadian subsidiaries maintain their books and records in Canadian dollars (CAD) which is also their functional currency. The Company’s Irish subsidiary maintains its books in Euros (EUR) which is also its functional currency. The Company and its U.S. subsidiaries maintain their books and records in United States dollars (USD) which is both the Company’s functional currency and reporting currency. The accounts of the Company are translated into United States dollars in accordance with provisions of ASC 830, Foreign Currency Matters (c) Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of Common Shares outstanding for the period, computed under the provisions of Accounting Standards Codification subtopic 260-10, Earnings per Share (d) Financial Instruments Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Company’s financial instruments consist of cash, funds held in trust, accounts receivable, accounts payable, accrued interest, due to related parties, accrued liabilities, note payable, convertible debentures, loan from shareholders and credit facility. The fair values of these financial instruments approximate their carrying value, due to their short term nature. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s financial instruments recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by FASB ASC No. 820, Fair Value Measurement and Disclosure , ● Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and ● Level 3 - Inputs that are not based on observable market data. Cash is reflected on the consolidated balance sheets at fair value and classified as Level 1 hierarchy because measurements are determined using quoted prices in active markets for identical assets. Fair value measurements of accounts receivable, accounts payable, accrued interest, due to related parties, accrued liabilities, convertible debentures, loans from shareholder, customer deposit, and credit facility are classified under Level 3 hierarchy because inputs are generally unobservable and reflect management’s estimates of assumptions that market participants would use in pricing the financial instruments. (e) Advertising Costs In accordance with FASB ASC 720, the Company expenses the production costs of advertising the first time the advertising takes place. During the year ended December 31, 2014, $136,200 in production costs were incurred, $90,800 of which have been allocated to prepaid expenses and vendor deposits on the consolidated balance sheet, $45,400 in production costs were expensed during the year ended December 31, 2014 representing the release of the first phase of the Company’s online advertising campaign. The Company expenses all other advertising costs as incurred. During the six month period ended June 30, 2015, the Company expensed $67,597 (June 30, 2014: $144,811) as corporate promotions. (f) Revenue Recognition The Company records revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price to the customer is fixed and determinable, and collectability is reasonably assured. For the Company’s membership program the Company records revenue on collection of the monthly fee and after delivery of the products has occurred. Delivery is not considered to have occurred until the customer assumes the risks and rewards of ownership. Customers take delivery at the time of shipment for terms designated free on board shipping point. For sales designated free on board destination, customers take delivery when the product is delivered to the customer's delivery site. Provisions for sales incentives, product returns, and discounts to customers are recorded as an offset to revenue in the same period the related revenue is recorded. The Company does not currently record a provision for product returns as to date sales in the membership program have been minimal and any returns related to sales through the Company’s wholesale distribution channels become the responsibility of the manufacturer. Therefore, any related provision for product returns was not deemed material for the periods ended June 30, 2015 and 2014. (g) Comprehensive Income or Loss The Company reports comprehensive income or loss in its unaudited condensed consolidated interim financial statements. In addition to items included in net income or loss, comprehensive income or loss includes items charged or credited directly to stockholders’ equity, such as foreign currency translation adjustments and unrealized gains or losses on available for sale marketable securities. (h) Use of Estimates The preparation of consolidated interim financial statements in conformity with U.S. GAAP 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 consolidated interim financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates, and such differences could be material. The key sources of estimation uncertainty at the balance sheet date, which have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year, include reserves and write downs of receivables and inventory, useful lives of property and equipment, impairment of goodwill, accruals, impairment of property and equipment, valuing stock based compensation, valuing equity securities, valuation of convertible debenture conversion options and deferred taxes and related valuation allowances. Certain of our estimates could be affected by external conditions, including those unique to our industry and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on the conditions and records adjustments when necessary. (i) Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and other than the below, does not expect the future adoption of any such pronouncements to have a significant impact on its results of operations, financial condition or cash flow. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

4. BUSINESS COMBINATION

4. BUSINESS COMBINATION	6 Months Ended
	Jun. 30, 2015
Business Combinations [Abstract]
4. BUSINESS COMBINATION	On February 28, 2014, the Company closed the acquisition of all the issued and outstanding shares of DML, a private limited company organized under the laws of Ireland. DML is engaged in the sales and distribution of E-cigarettes in Ireland. The following summarizes the fair value of the assets acquired, liabilities assumed and the consideration transferred at the acquisition date: Assets acquired: Cash $ 8,828 Receivables 112,460 Inventory 60,777 Loan receivable 84,936 Fixed, assets 3,826 Goodwill 167,538 Total assets acquired $ 438,365 Liabilities assumed: - Accounts payable $ 253,247 Loans payable 130,118 Total liabilities assumed $ 383,365 Consideration - 500,000 Common Shares $ 55,000 In consideration for the acquisition, the Company issued 500,000 Common Shares at $0.11 per share and 1,000,000 warrants (“Warrants”), each to acquire one Common Share of the Company. The Warrants will vest upon DML achieving cumulative E-cigarette sales revenues of over $1,500,000 beginning on the closing date. The Warrants are to be exercisable over 3 years with an exercise price of $0.25 per Common Share. On October 6, 2014, the Company’s wholly owned subsidiary DML held a meeting of DML’s creditors, whereby DML, with the approval of the Company as its sole shareholder, agreed that DML, by reason of its liabilities, be wound up by way of a voluntary liquidation (see note 15).

5. LOAN RECEIVABLE

5. LOAN RECEIVABLE	6 Months Ended
	Jun. 30, 2015
Loan Receivable
5. LOAN RECEIVABLE	On March 13, 2013, the Company entered into a factoring agreement with DML, who at the time was a third party, in which the Company advanced $19,867 in cash to DML to purchase a receivable owing to DML from a customer (the “Receivable”) at face value. The Receivable purchased was required to be paid by the applicable customer on or before the date that is 30 days after the date of issuance of the Receivable. In addition to payment of the account, the Company was to receive an additional fee of 2% of the face amount of the Receivable. Default interest of 1/10th of 1% per day shall be calculated on the outstanding amount accruing from the due date until the amount is paid in full. The Receivable is secured by a general security agreement covering all assets of DML and a first security interest in respect of all receivables purchased by the Company under the factoring agreement. Default interest in the amount of $1,538 was accrued on the Receivable. During the year ended December 31, 2013, the Company determined the Receivable to be uncollectable and as a result recorded a loss of $21,405. On February 28, 2014, the Company acquired DML. As a result, the Company reversed the write-off of the Receivable and recorded a gain of $19,867. As a result of DML’s expected voluntary liquidation by reason of its liabilities, the Company wrote off the entire loan receivable from the previous shareholder of DML and recorded a loss on loan receivable of $85,717.

6. INVENTORY

6. INVENTORY	6 Months Ended
	Jun. 30, 2015
Inventory Disclosure [Abstract]
6. INVENTORY	Inventory consists of the following: June 30, 2015 December 31, 2014 E-cigarettes and accessories $ 76,362 $ 78,901 During the year ended December 31, 2014, the Company wrote off the full value of DML’s inventory in the amount of $60,301 as a result of DML’s liquidation and impaired the inventory located in Florida in the amount of $41,157 due to inventory obsolescence. During the year ended December 31, 2014, the Company recorded an impairment of inventory of $101,458.

7. PROPERTY AND EQUIPMENT

7. PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2015
Property, Plant and Equipment [Abstract]
7. PROPERTY AND EQUIPMENT	June 30, 2015 December 31, 2014 Cost Accumulated Depreciation Net Net Furniture and equipment $ 2,459 $ 2,223 $ 236 $ 595 Computer hardware 3,402 2,636 766 1,269 $ 5,861 $ 4,859 $ 1,002 $ 1,864 Depreciation expense for the six month periods ended June 30, 2015 and 2014 amounted to $859 and $1,801 respectively.

8. WEBSITE DEVELOPMENT

8. WEBSITE DEVELOPMENT	6 Months Ended
	Jun. 30, 2015
Website Development
8. WEBSITE DEVELOPMENT	June 30, 2015 December 31, 2014 Cost Accumulated Amortization Net Net Charlie’s Club Website $ 99,989 $ 16,665 $ 83,324 $ 93,323 Amortization expense for the six month period ended June 30, 2015 and 2014 amounted to $9,999 and Nil respectively. The estimated amortization expense for the next 4 years ending December 31, 2015, 2016, 2017 and 2018 approximates $19,998 per year, for the year ending December 31, 2019 it approximates $13,331.

9. LOANS FROM SHAREHOLDERS

9. LOANS FROM SHAREHOLDERS	6 Months Ended
	Jun. 30, 2015
Loans From Shareholders
9. LOANS FROM SHAREHOLDERS	The Company has outstanding loans from shareholders as follows: June 30, 2015 December 31, 2014 Non-interest bearing, unsecured, no specific terms of repayment $ 5,000 $ 5,000 Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1, 2016 400,300 431,000 Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1, 2016 100,000 100,000 Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1, 2016 240,180 - Bears interest of 1.5% per month on a cumulative basis, unsecured, no specific terms of repayment 42,512 29,739 $ 787,992 $ 565,739 During the year ended December 31, 2014, the Company repaid $17,370 of loans from shareholders consisting of $13,569 in principal and $3,801 in interest. The amount was repaid with $13,935 of cash and amounts of $3,435 were settled with the issuance of $3,000 of Convertible Debentures (note 12), resulting in a $435 gain on settlement of debt. The Company accrued interest of Nil during the six month period ended June 30, 2015 (June 30, 2014: $172) on this loan. On February 13, 2014, the Company entered into a secured promissory note (the “Secured Note”) with a shareholder, whereby the Company agreed to pay the party the aggregate unpaid principal amount of CAD $500,000 (USD $400,300) on or before August 13, 2014, bearing interest at a rate of 10% per annum, such interest will accrue monthly and be added to the principal. The Secured Note is secured by a general security agreement over the assets of the Company. During the year ended December 31, 2014 the Company and the shareholder extended the maturity date of the Secured Note to January 1, 2016. The Company accrued interest of $19,186 during the six month period ended June 30, 2015 (June 30, 2014: $19,128) on the Secured Note which is included in accrued liabilities. During the year ended December 31, 2014, the Company settled $30,690 in interest on the Secured Note with the issuance of Common Shares. On July 15, 2014, the Company entered into a secured promissory note (the “Secured Note No.2”) with a shareholder, whereby the Company agreed to pay the party the aggregate unpaid principal amount of $100,000 on or before July 18, 2014, bearing interest at a rate of 10% per annum, such interest will accrue monthly and be added to the principal. The Secured Note No.2 is secured by the general security agreement issued with the Secured Note. During the year ended December 31, 2014, the Company and the shareholder extended the maturity date of the Secured Note No.2 to January 1, 2016. The Company accrued interest of $5,236 during the six month period ended June 30, 2015 (June 30, 2014:Nil) on the Secured Note No. 2 which is included in accrued liabilities. During the year ended December 31, 2014, the Company settled $2,111 in interest on the Secured Note No.2 with the issuance of Common Shares. On June 29, 2015, the Company entered into a secured promissory note (the “Secured Note No.3”) with a shareholder, whereby the Company agreed to pay the party the aggregate unpaid principal amount of CAD $300,000 (USD $240,180) on or before January 1, 2016, bearing interest at a rate of 10% per annum, such interest will accrue monthly and be added to the principal. The Secured Note No.3 is secured by the general security agreement issued with the Secured Note. No interest was accrued on this note during the six month periods ended June 30, 2015 and 2014. On August 15, 2014, the Company settled CAD $1,500 (USD $1,378) of non-interest bearing shareholder loans with the issuance of 10,919 Common Shares of the Company resulting in a loss of $260.

10. CREDIT FACILITY

10. CREDIT FACILITY	6 Months Ended
	Jun. 30, 2015
Credit Facility
10. CREDIT FACILITY	On August 1, 2014, the Company entered into a revolving credit facility (the “Credit Facility”) with an unrelated party acting as an agent to a consortium of participants (the “Lender”), whereby the Lender would make a revolving credit facility in the aggregate principal amount of CAD $500,000 for the exclusive purpose of purchasing inventory for sale in the Company’s ordinary course of business to approved customers. The Credit Facility shall bear interest at a rate of 15% per annum on all drawn advances and a standby fee of 3.5% per annum on the undrawn portion of the Credit Facility. The Credit Facility shall mature on August 1, 2015 whereby the outstanding advances together with all accrued and unpaid interest theron shall be due and payable. On August 1, 2014, and in connection to the Credit Facility, the Company issued 250,000 warrants to purchase Common Shares of the Company exercisable over two years with an exercise price of $0.30 per Common Share. The Company’s Chief Executive Officer and Chief Financial Officer are both participants of the consortium of participants of the Credit Facility, each having committed to provide ten percent of the principal amount of the Credit Facility. During the year ended December 31, 2014, the Company was advanced $387,110 (CAD $449,083) from the Credit Facility for the purchase of inventory including $77,453 (CAD $89,852) of advances from the Company’s Chief Executive Officer and Chief Financial Officer as their participation in the Credit Facility. On February 11, 2015, the Company fully repaid the amounts advanced from the Credit Facility. On April 24, 2015, the Company was advanced $99,274 (CAD $124,000) from the Credit Facility including $19,855 (CAD $24,800) of advances from the Company’s Chief Executive Officer and Chief Financial Officer as their participation in the Credit Facility. During the six month period ended June 30, 2015, the Company accrued $13,772 of interest as a result of the Credit Facility, of which $11,682 has been paid and $2,090 of interest remains owing and is included in accrued liabilities.

11. NOTE PAYABLE - RELATED PART

11. NOTE PAYABLE - RELATED PARTY	6 Months Ended
	Jun. 30, 2015
Note Payable - Related Party
11. NOTE PAYABLE - RELATED PARTY	On November 15, 2012, the Company entered into a convertible revolving credit note (the “Credit Note”), with a related party, for $225,000 due on or before February 15, 2014, bearing interest at a rate of 6% per annum payable at the maturity date. The Credit Note could be repaid, in whole or in part, without penalty with five days prior written notice. At any time subsequent to 30 days after the maturity date, the outstanding principal amount and any accrued and unpaid interest could be converted into common stock at a conversion price of the lower of $0.01 per share or the average of the bid prices for the common stock of the Company for the 15 trading days prior to the notice of conversion. On February 14, 2014, the Company repaid all amounts due under the Credit Note. During the six month periods ended June 30, 2015 and 2014, the Company accrued Nil and $1,638 of interest on the Credit Note, respectively.

12. CONVERTIBLE DEBENTURES

12. CONVERTIBLE DEBENTURES	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
12. CONVERTIBLE DEBENTURES	On September 3, 2013, December 23, 2013 and February 11, 2014, the Company issued $425,000, $797,000 and $178,000 of unsecured subordinated convertible debentures (the “Convertible Debentures”), respectively. The Convertible Debentures mature on January 31, 2016 and bear interest at a rate of 12% per annum, which is payable quarterly in arrears. The Convertible Debentures are convertible into Common Shares of the Company at a fixed conversion rate of $0.07 per share at any time prior to the maturity date. Of the $178,000 Convertible Debentures issued on February 11, 2014, $3,000 were issued in settlement of loans from shareholders (note 9) and $50,000 was issued in settlement of loans from related parties (note 17). As at December 31, 2013, the Company received $45,000 in advance for Convertible Debentures not yet issued. Of this amount $25,000 was received by the Company in cash and $20,000 was collected by the Company’s lawyer and held in trust. The Company received the funds held in trust on February 21, 2014. These Debentures were issued February 11, 2014. The Company evaluated the terms and conditions of the Convertible Debentures under the guidance of ASC 815, Derivatives and Hedging Since a portion of the Convertible Debentures were issued as an exchange of nonconvertible instruments at the nonconvertible instruments maturity date, the guidance of ASC 470-20-30-19 & 20 was applied. The fair value of the newly issued Convertible Debentures was equal to the redemption amounts owed at the maturity date of the original instruments. Therefore there was no gain or loss on extinguishment of debt recorded. After the exchange occurred, the Company was required to consider whether the new hybrid contracts embodied a beneficial conversion feature (“BCF”). For the face value $425,000 Convertible Debentures that were issued on September 3, 2013, the calculation of the effective conversion amount did not result in a BCF because the effective conversion price was greater than the Company’s stock price on the date of issuance, therefore no BCF was recorded. However, for the face value $797,000 Convertible Debentures that were issued on December 23, 2013 and the face value $178,000 Convertible Debentures that were issued on February 11, 2014, the calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the Company’s stock price on the date of issuance and a BCF in the amounts of $797,000 and $178,000, respectively, were recorded in additional paid-in capital. The BCF which represents debt discount is accreted over the life of the loan using the effective interest rate. For the six month period ended June 30, 2015, the Company recorded interest expense in the amount of $87,609 (June 30, 2014: $70,568) related to debt discount which includes $43,435 related to the conversion of convertible debentures in the aggregate amount of $52,000. On April 15, 2014, the Company received forms of election whereby holders of the Convertible Debentures elected to convert a total of $50,000 into Common Shares of the Company at $0.07 per share pursuant to the Convertible Debenture offering. On May 30, 2014, the Company issued 714,286 Common Shares on the conversion of the Convertible Debentures. On September 30, 2014, the Company received forms of election whereby holders of the Convertible Debenture elected to convert a total of $800,000 into Common Shares of the Company at $0.07 per share pursuant to the Convertible Debenture offering. On November 4, 2014, the Company issued 11,428,572 Common Shares on the conversion of the Convertible Debentures. On November 10, 2014, the Company received forms of election whereby holders of the Convertible Debenture elected to convert a total of $275,000, into Common Shares of the Company at $0.07 per share pursuant to the Convertible Debenture offering. On November 20, 2014, the Company issued 3,928,571 Common Shares on the conversion of the Convertible Debentures. On March 9, 2015, the Company received forms of election whereby holders of the Convertible Debenture elected to convert a total of $52,000, into Common Shares of the Company at $0.07 per share pursuant to the Convertible Debenture offering. On April 13, 2015, the 742,857 Common Shares related to the conversion were issued. During the six month period ended June 30, 2015 the Company recorded interest expense in the amount of $14,433 (June 30, 2014: $87 321) on the Convertible Debentures.

13. COMMON STOCK

13. COMMON STOCK	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
13. COMMON STOCK	Authorized: 300,000,000 Common Shares of $0.0002 par value (the “Common Shares”) Issued and Outstanding: June 30, 2015 December 31, 94,156,775 Common Shares (2014:92,698,018) $18,833 $18,542 During the six month period ended June 30, 2015, the Company: ● Issued 4,918 Common Shares at $0.15 per share for settlement of $738 in interest payable on Convertible Debentures to unrelated parties; ● Issued 2,385 Common Shares at $0.15 per share for settlement of $358 in interest payable to a Director of the Company; ● Issued 514,285 Common Shares at $0.07 per share as a result of the conversion of $36,000 of Convertible Debentures; ● Issued 228,572 Common Shares at $0.07 per share to a Director of the Company as a result of the conversion of $16,000 of Convertible Debentures ● Issued 300,000 Common Shares at $0.11 per share as compensation for $33,000 in consulting fees to an unrelated party; and ● Issued 408,597 Common Shares valued at a fair value of $0.11 per share for settlement of $61,290 in marketing costs owing to an unrelated party. The amount allocated to Shareholders’ Deficiency, based on the fair value, amounted to $44,946. The balance of $16,344 has been recorded as a gain on settlement of debt. During the year ended December 31, 2014, the Company: ● Issued 200,000 Common Shares for settlement of $10,000 in consulting fees owing to an unrelated party. ● Issued 500,000 Common Shares valued at $0.035 per share for cash proceeds of $17,500; ● Issued 280,433 Common Shares valued at $0.1426 per share for settlement of $40,000 in consulting fees owing to an unrelated party; ● Issued 270,597 Common Shares valued at $0.1293 per share for settlement of $35,000 in consulting fees owing to an unrelated party; ● Issued 835,000 Common Shares valued at $0.10 per share for settlement of $83,500 owing as a result of the production costs of advertising; ● Issued 10,000 Common Shares valued at $0.10 per share for settlement of $1,000 owing to a related party as a result of the production costs of advertising; ● Issued 92,500 Common Shares valued at $0.19 per share for settlement of $17,500 in consulting fees owing to an unrelated party; ● Issued 500,000 Common Shares valued at $0.11 per share for the acquisition of Drinan Marketing Ltd.; ● Issued 55,000 Common Shares valued at $0.25 per share for settlement of $13,750 in consulting fees owing to an unrelated party; ● Issued 2,734,667 Common Shares valued at $0.15 per share for cash proceeds of $410,200; ● Issued 300,000 Common Shares valued at $0.18 per share as a prepayment of $54,000 in consulting fees to an unrelated party; ● Issued 10,919 Common Shares valued at $0.15 per share for settlement of $1,638 of shareholder loans; ● Issued 182,749 Common Shares valued at $0.15 per share for settlement at $27,412 in consulting fees owing to an unrelated party; ● Issued 63,559 Common Shares at $0.236 per share as compensation for $15,000 in consulting fees to an unrelated party; ● Issued 100,000 Common Shares at $0.16 per share as compensation for $16,000 in consulting fees to an unrelated party; ● Issued 10,357,143 Common Shares at $0.07 per share as a result of the conversion of $725,000 of Convertible Debentures; ● Issued 5,714,286 Common Shares at $0.07 per share to related parties as a result of the conversion of $400,000 of Convertible Debentures; ● Issued 638,978 Common Shares at $0.15 per share for settlement of $102,291 in interest payable to unrelated parties; ● Issued 277,370 Common Shares at $0.15 per share for settlement of $35,162 in interest payable to related parties; ● Issued 717,840 Common Shares at $0.15 per share for settlement of $107,676 in consulting fees payable to related parties; ● Issued 800,000 Common Shares at a fair value of $0.15 per share as compensation for consulting fees to an unrelated party in the amount of $120,000; ● Issued 500,000 Common Shares at $0.15 per share for settlement of $75,000 in consulting fees to a related party; and ● Issued 490,000 Common Shares at $0.15 per share for cash proceeds of $73,500.

14. WARRANTS

14. WARRANTS	6 Months Ended
	Jun. 30, 2015
Warrants
14. WARRANTS	The following schedule summarizes the outstanding warrants: June 30, 2015 December 31, 2014 Warrants Outstanding Weighted Average Exercise Price Warrants Outstanding Weighted Average Exercise Price Beginning of period 1,510,640 $ 0.25 - $ - Issued 1,750,000 0.40 1,510,640 0.25 Expired - - - - End of period 3,260,640 $ 0.33 1,510,640 $ 0.25 (a) On February 28, 2014, as part of the acquisition of DML, the Company issued Warrants to acquire 1,000,000 Common Shares of the Company. The Warrants will vest upon DML achieving cumulative E-cigarette sales revenues of over $1,500,000 beginning on the closing date. The Warrants are to be exercisable over 3 years with an exercise price of $0.25 per Common Share. No value has been assigned as the Company has since placed DML into voluntary liquidation, and as a result, there is 0% probability of achieving the vesting provision. (b) On July 25, 2014, and in connection to the private placement, the Company issued 10,640 warrants to purchase Common Shares of the Company exercisable over one year with an exercise price of $0.15 per Common Share. The fair value of these issued warrants of $2,615 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.32 % Expected life 1 year Estimated volatility in the market price of the Common Shares 247 % Dividend yield Nil The Company fully expensed the value of the warrants in stock based compensation which has been recorded as an administrative expense. (c) On August 1, 2014, and in connection to the Credit Facility, the Company issued 250,000 warrants to purchase Common Shares of the Company exercisable over two years with an exercise price of $0.30 per Common Share. The fair value of these issued warrants of $59,240 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.69 % Expected life 2 years Estimated volatility in the market price of the Common Shares 357 % Dividend yield Nil The Company booked the value of the warrants as prepaid to be expensed over the life of the Credit Facility. During the six month period ended June 30, 2015, the Company expensed $26,620 in stock based compensation which has been recorded as an administrative expense. (d) On November 10, 2014, and in connection to the Secured Note and Secured Note No. 2 (together, the “Secured Notes”), the Company issued 250,000 warrants to purchase Common Shares of the Company exercisable over 14 months with an exercise price of $0.20 per Common Share. The fair value of these issued warrants of $41,991 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.34 % Expected life 1.14 years Estimated volatility in the market price of the Common Shares 237 % Dividend yield Nil The Company booked the value of the warrants as prepaid to be expensed over the life of the Secured Notes. During the six month period ended, June 30, 2015 the Company expensed $18,227 in stock based compensation which has been recorded as an administrative expense. (e) On January 30, 2015, and in connection to a supply and distribution agreement, the Company issued 250,000 warrants to purchase Common Shares of the Company exercisable over two years with an exercise price of $0.30 per Common Share. The fair value of these issued warrants of $38,719 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.71 % Expected life 2 years Estimated volatility in the market price of the Common Shares 320 % Dividend yield Nil The Company fully expensed the value of the warrants in stock based compensation which has been recorded as an administrative expense. (f) On May 29, 2015, and in connection to a commission agreement, the Company issued 1,000,000 warrants to purchase Common Shares of the Company exercisable over two years. The warrants vest in 4 tranches of 250,000 warrants each. Tranche 1 has an exercise price of $0.40 and vested upon execution of the agreement. Tranche 2 has an exercise price of $0.50 and will vest upon the sales agent delivering $500,001 in sales revenue to Gilla Operations Worldwide Ltd (“GOWL”). Tranche 3 has an exercise price of $0.60 and will vest upon the sales agent delivering $1,000,001 in sales revenue to GOWL. Tranche 4 has an exercise price of $0.70 and will vest upon the sales agent delivering $1,500,001 in sales revenue GOWL. The fair value of these issued warrants of $140,185 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.85 % Expected life 2 years Estimated volatility in the market price of the Common Shares 298 % Dividend yield Nil The Company booked the value of the vested warrants in the amount of $35,362 as prepaid to be expensed over the life of the commission agreement. During the six month period ended June 30, 2015, the Company expensed $1,473 in stock based compensation which has been recorded as an administrative expense. No portion of the value of the unvested warrants has been expensed during the period ended June 30, 2015 as the sales agent had not yet delivered any sales revenue to GOWL. (g) On June 29, 2015, and in connection to the Secured Note No. 3, the Company issued 500,000 warrants to purchase Common Shares of the Company exercisable over one year with an exercise price of $0.15 per Common Share. The fair value of these issued warrants of $40,643 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.51 % Expected life 1 year Estimated volatility in the market price of the Common Shares 166 % Dividend yield Nil The Company booked the value of the warrants as prepaid to be expensed over the life of the Secured Note No. 3.

15. DECONSOLIDATION OF SUBSIDIA

15. DECONSOLIDATION OF SUBSIDIARY	6 Months Ended
	Jun. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
15. DECONSOLIDATION OF SUBSIDIARY	On October 6, 2014, the Company’s wholly owned subsidiary DML held a meeting of DML’s creditors, whereby DML, with the approval of the Company as its sole shareholder, agreed that by reason of its liabilities, DML be wound up by way of a voluntary liquidation. Mr. Aengus Burns of the accounting firm of Grant Thornton and Mr. Patric Black of the accounting firm of CB Accounting Services were appointed as joint liquidators for the purposes of the winding up of DML. In accordance with Accounting Standards Codification (“ASC”) 810, when a subsidiary becomes subject to the control of a government, court, administrator, or regulator, deconsolidation of that subsidiary is required. The Company has therefore deconsolidated DML from its balance sheet as of October 6, 2014. The operations of DML for the period from the acquisition date of February 28, 2014 to the deconsolidation date of October 6, 2014 are included in the operations of the Company. The Company believes it has no responsibility for the liabilities of DML. As a result of the loss of control and resulting deconsolidation the Company recorded a gain on deconsolidation in the amount of $126,867.

16. RELATED PARTY TRANSACTIONS

16. RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
16. RELATED PARTY TRANSACTIONS	Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to between the related parties. (a) The Company’s current and former officers and shareholders have advanced funds on an unsecured, non-interest bearing basis to the Company, unless stated otherwise below, for travel related and working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. Advances from related parties were as follows: June 30, 2015 December 31, 2014 Advances by and amounts payable to Officers of the Company, two of which are also Directors $ 356,953 $ 133,820 Advances by and consulting fees payable to a corporation owned by two Officers of the Company, one of which is also a Director 523,799 523,824 Consulting fees owing to persons related to an Officer who is also a Director of the Company 46,469 49,255 Advances by Officers of the Company, one of which is also a Director, bears interest at 1.5% per month 453,618 401,264 Amounts payable to a corporation related by virtue of a common Officer of the Company 30,294 30,294 Amounts payable to a corporation related by virtue of common Officers and a common Director of the Company 62,423 - Consulting fees and director fees payable to Directors of the Company 57,000 6,332 $ 1,530,556 $ 1,144,789 During the year ended December 31, 2014, the Company settled $50,000 of amounts owing to an Officer of the Company with the issuance of a $50,000 Convertible Debenture (note 12). During the year ended December 31, 2014, the Company settled $220,075 of the loans owing to an Officer and Director of the Company with cash. During the year ended December 31, 2014, the Company settled $40,379 of amounts owing to persons related to a Director of the Company with the issuance of 269,190 Common Shares at $0.15 (note 13). During the year ended December 31, 2014, the Company settled $142,298 of amounts owing to Directors of the Company with the issuance of 948,650 Common Shares at $0.15 (note 13). During the year ended December 31, 2014, the Company owed an amount of $100,000 to an Officer and Director of the Company. The amount is non-interest bearing and payable on January 1, 2016. (b) Interest accrued to related parties were as follows: June 30, 2015 December 31, 2014 Interest accrued on advances by Officers of the Company, one of which is also a Director $ 81,278 $ 39,279 $ 81,278 $ 39,279 c) Transactions with related parties were as follows: During the six month period ended June 30, 2015, the Company expensed $19,433 (June 30, 2014: Nil) in rent expense payable to a corporation related by virtue of a common Officer and a common Director of the Company. During the six month period ended June 30, 2015, the Company expensed Nil (June 30, 2014: $7,651) in rent expense payable to a corporation related by virtue of a common Officer of the Company. During the six month period ended June 30, 2015, the Company expensed $6,357 in costs related to a vehicle for the benefit of an Officer who is also a Director. The Company also expensed $44,591 (June 30, 2014: $126,994) in travel and entertainment expenses incurred by Officers and Directors of the Company. During the year ended December 31, 2014, the Company received $21,000 in cash proceeds from a Director of the Company as part of a private placement at $0.15. As a result the Company issued 140,000 shares. During the six month period ended June 30, 2015, the Company settled $358 of interest payable on Convertible Debentures with a Director of the Company at $0.15 per share, the Common Shares were issued on April 13, 2015. During the six month period ended June 30, 2015, the Company issued 228,572 Common Shares at $0.07 per share to a Director of the Company as a result of the conversion of $16,000 of Convertible Debentures, the shares were issued on April 13, 2015. The Company expensed consulting fees payable to related parties as follows: June 30. 2015 June 30, 2014 Directors $ 49,500 $ 33,900 Officers 108,582 - Corporation related by virtue of commons Officer and a common Director 36,436 - Corporation owned by two Officers, one of which is also a Director 95,949 108,428 Persons related to a Director 31,981 19,500 $ 322,448 $ 161,828 The Company’s Chief Executive Officer and Chief Financial Officer are both participants of the consortium of participants of the Credit Facility, each having committed to provide ten percent of the principal amount of the Credit Facility (see note 10).

17. COMMITMENTS AND CONTINGENCI

17. COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
17. COMMITMENTS AND CONTINGENCIES	a) Operating Lease The future minimum payment under an operating lease for the use of a vehicle amounts to approximately $799 per month. The lease expires on April 30, 2016. Minimum annual lease payments are as follows: 2015 $ 4,793 2016 3,196 $ 7,989 b) Rental Leases Effective August 15, 2014, the Company entered into an operating lease agreement for a rental premises in Miami, Florida, USA. The terms of this agreement are to be for a period of 2 years commencing on August 15, 2014 and ending August 14, 2016 with payments made monthly and annual rent in year 1 of $28,020 and year 2 of $30,420. The landlord waived and forgave payment for the first month of the operating lease as part of the agreement. The Company has a one time option to extend the lease for an additional 2 year period with an annual rent increase of $1,200 per each year of the extended term. 2015 $ 15,911 2016 21,548 $ 37,459 c) Litigation The Company is subject to certain legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of June 30, 2015. d) Commission Agreement The Company entered into a commission agreement with a sales agent effective May 29, 2015. The Company agreed to pay to the sales agent, 20% of the gross margin on all qualifying sales brokered to GOWL by the sales agent. The agreement has a term of two years at which time it can be either extended or terminated at the option of GOWL.

18. FINANCIAL INSTRUMENT

18. FINANCIAL INSTRUMENT	6 Months Ended
	Jun. 30, 2015
Financial Instrument
18. FINANCIAL INSTRUMENT	i) Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to fluctuations in the realizable values of its cash and accounts receivable. Cash accounts are maintained with major international financial institutions of reputable credit and therefore bear minimal credit risk. The Company minimizes its exposure to credit risk related to its receivables by requiring all orders to be prepaid before delivery of the product. (ii) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages liquidity risk by closely monitoring changing conditions in its investees, participating in the day to day management and by forecasting cash flows from operations and anticipated investing and financing activities. (iii) Foreign Currency Risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company purchases inventory in a foreign currency, at June 30, 2015, the Company included $181 in inventory purchased in a foreign currency on its balance sheet. The Company does not use derivative financial instruments to reduce its exposure to this risk. (iv) Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its fixed interest rate financial instruments. These fixed-rate instruments subject the Company to a fair value risk.

19. SEGMENTED INFORMATION

19. SEGMENTED INFORMATION	6 Months Ended
	Jun. 30, 2015
Segment Reporting [Abstract]
19. SEGMENTED INFORMATION	The Company currently operates in only one business segment, namely, designing, marketing and distributing E-cigarettes, vaporizers, e-liquids and accessories in North America and Ireland. Total assets by geographic location are as follows: June 30, 2015 December 31, 2014 Canada $ 14,012 $ 5,524 United States 734,309 645,383 Ireland 12,637 435,578 $ 760,958 $ 1,086,485 Total sales by geographic location are as follows: June 30, 2015 June 30, 2014 Canada $ - $ - United States 7,641 8,611 Ireland - 36,523 $ 7,641 $ 45,134

20. SUBSEQUENT EVENTS

20. SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2015
Subsequent Events [Abstract]
20. SUBSEQUENT EVENTS	On July 1, 2015, the Company closed the acquisition of all the issued and outstanding shares of E Liquid Wholesale, Inc. (“E Liquid Wholesale”), a Florida based E-liquid manufacturer. Pursuant to the share purchase agreement, dated June 25, 2015, the total purchase price was $1,125,000 payable to the vendors of E Liquid Wholesale as (i) $225,000 in cash on closing and (ii) $900,000 in promissory notes (together, the “Promissory Notes”) issued on the closing. The Promissory Notes were issued in three equal tranches of $300,000 due four (4), nine (9) and eighteen (18) months respectfully from the closing. The Promissory Notes are all non-interest bearing, and at the option of the vendors, up to one third (1/3) of each tranche of the Promissory Notes can be repaid in common stock of the Company, calculated using the five (5) day weighted average closing market price of the Company prior to the maturity of the Promissory Notes. The Promissory Notes, are all and each subject to working capital adjustments, as is customary for transactions of this kind. On July 13, 2015, the Company received a form of election whereby a holder of the Convertible Debenture elected to convert a total of $105,000 of the Unsecured Subordinated Convertible Debentures into Common Shares of the Company pursuant to the Convertible Debenture Offering. These Common Shares remain unissued. On July 13, 2015, the Company settled $20,195 in interest payable to a holder of the Convertible Debenture and agreed to issue 201,945 Common Shares and warrants for the purchase of 201,945 Common Shares of the Company exercisable over twelve (12) months with an exercise price of $0.20 per Common Share. These Common Shares and warrants remain unissued. On July 14, 2015, the Company closed the acquisition of all the issued and outstanding shares of E-Liq World, LLC (“VaporLiq”), an E-liquid subscription based online retailer. Pursuant to the share purchase agreement, dated July 14, 2015, the Company issued 500,000 Common Shares and warrants for the purchase of 500,000 Common Shares of the Company exercisable over eighteen (18) months with an exercise price of $0.20 per Common Share. On July 31, 2015, the Company issued 60,000 Common Shares at a price of $0.10 per Common Share, as compensation for $6,000 in consulting fees to an unrelated party.

3. SUMMARY OF SIGNIFICANT ACC26

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Basis of Consolidation	These unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries; Gilla Operations, LLC; Charlie’s Club, Inc.; Gilla Enterprises Inc.; Gilla Operations Worldwide Limited; Gilla Franchises, LLC and its wholly-owned subsidiary Gilla Biscayne, LLC; and Snoke Distribution Canada Ltd. and its wholly-owned subsidiary Snoke Distribution USA, LLC. All inter-company accounts and transactions have been eliminated in preparing these unaudited condensed consolidated interim financial statements.
Foreign Currency Translation	The Company’s Canadian subsidiaries maintain their books and records in Canadian dollars (CAD) which is also their functional currency. The Company’s Irish subsidiary maintains its books in Euros (EUR) which is also its functional currency. The Company and its U.S. subsidiaries maintain their books and records in United States dollars (USD) which is both the Company’s functional currency and reporting currency. The accounts of the Company are translated into United States dollars in accordance with provisions of ASC 830, Foreign Currency Matters
Earnings (Loss) Per Share	Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of Common Shares outstanding for the period, computed under the provisions of Accounting Standards Codification subtopic 260-10, Earnings per Share
Financial Instruments	Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Company’s financial instruments consist of cash, funds held in trust, accounts receivable, accounts payable, accrued interest, due to related parties, accrued liabilities, note payable, convertible debentures, loan from shareholders and credit facility. The fair values of these financial instruments approximate their carrying value, due to their short term nature. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s financial instruments recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by FASB ASC No. 820, Fair Value Measurement and Disclosure , ● Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and ● Level 3 - Inputs that are not based on observable market data. Cash is reflected on the consolidated balance sheets at fair value and classified as Level 1 hierarchy because measurements are determined using quoted prices in active markets for identical assets. Fair value measurements of accounts receivable, accounts payable, accrued interest, due to related parties, accrued liabilities, convertible debentures, loans from shareholder, customer deposit, and credit facility are classified under Level 3 hierarchy because inputs are generally unobservable and reflect management’s estimates of assumptions that market participants would use in pricing the financial instruments.
Advertising Costs	In accordance with FASB ASC 720, the Company expenses the production costs of advertising the first time the advertising takes place. During the year ended December 31, 2014, $136,200 in production costs were incurred, $90,800 of which have been allocated to prepaid expenses and vendor deposits on the consolidated balance sheet, $45,400 in production costs were expensed during the year ended December 31, 2014 representing the release of the first phase of the Company’s online advertising campaign. The Company expenses all other advertising costs as incurred. During the six month period ended June 30, 2015, the Company expensed $67,597 (June 30, 2014: $144,811) as corporate promotions.
Revenue Recognition	The Company records revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price to the customer is fixed and determinable, and collectability is reasonably assured. For the Company’s membership program the Company records revenue on collection of the monthly fee and after delivery of the products has occurred. Delivery is not considered to have occurred until the customer assumes the risks and rewards of ownership. Customers take delivery at the time of shipment for terms designated free on board shipping point. For sales designated free on board destination, customers take delivery when the product is delivered to the customer's delivery site. Provisions for sales incentives, product returns, and discounts to customers are recorded as an offset to revenue in the same period the related revenue is recorded. The Company does not currently record a provision for product returns as to date sales in the membership program have been minimal and any returns related to sales through the Company’s wholesale distribution channels become the responsibility of the manufacturer. Therefore, any related provision for product returns was not deemed material for the periods ended June 30, 2015 and 2014.
Comprehensive Income or Loss	The Company reports comprehensive income or loss in its unaudited condensed consolidated interim financial statements. In addition to items included in net income or loss, comprehensive income or loss includes items charged or credited directly to stockholders’ equity, such as foreign currency translation adjustments and unrealized gains or losses on available for sale marketable securities.
Use of Estimates	The preparation of consolidated interim financial statements in conformity with U.S. GAAP 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 consolidated interim financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates, and such differences could be material. The key sources of estimation uncertainty at the balance sheet date, which have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year, include reserves and write downs of receivables and inventory, useful lives of property and equipment, impairment of goodwill, accruals, impairment of property and equipment, valuing stock based compensation, valuing equity securities, valuation of convertible debenture conversion options and deferred taxes and related valuation allowances. Certain of our estimates could be affected by external conditions, including those unique to our industry and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on the conditions and records adjustments when necessary.
Recent Accounting Pronouncements:	The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and other than the below, does not expect the future adoption of any such pronouncements to have a significant impact on its results of operations, financial condition or cash flow. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

4. BUSINESS COMBINATION (Tables

4. BUSINESS COMBINATION (Tables)	6 Months Ended
	Jun. 30, 2015
Business Combination Tables
Schedule of business combinations	Assets acquired: Cash $ 8,828 Receivables 112,460 Inventory 60,777 Loan receivable 84,936 Fixed, assets 3,826 Goodwill 167,538 Total assets acquired $ 438,365 Liabilities assumed: - Accounts payable $ 253,247 Loans payable 130,118 Total liabilities assumed $ 383,365 Consideration - 500,000 Common Shares $ 55,000

6. INVENTORY (Tables)

6. INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2015
Inventory Tables
Inventory	June 30, 2015 December 31, 2014 E-cigarettes and accessories $ 76,362 $ 78,901

7. PROPERTY AND EQUIPMENT (Tabl

7. PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2015
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	June 30, 2015 December 31, 2014 Cost Accumulated Depreciation Net Net Furniture and equipment $ 2,459 $ 2,223 $ 236 $ 595 Computer hardware 3,402 2,636 766 1,269 $ 5,861 $ 4,859 $ 1,002 $ 1,864

8. WEBSITE DEVELOPMENT (Tables)

8. WEBSITE DEVELOPMENT (Tables)	6 Months Ended
	Jun. 30, 2015
Website Development Tables
WEBSITE DEVELOPMENT	June 30, 2015 December 31, 2014 Cost Accumulated Amortization Net Net Charlie’s Club Website $ 99,989 $ 16,665 $ 83,324 $ 93,323

9. LOANS FROM SHAREHOLDERS (Tab

9. LOANS FROM SHAREHOLDERS (Tables)	6 Months Ended
	Jun. 30, 2015
Loans From Shareholders
Schedule of outstanding loans from shareholders	June 30, 2015 December 31, 2014 Non-interest bearing, unsecured, no specific terms of repayment $ 5,000 $ 5,000 Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1, 2016 400,300 431,000 Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1, 2016 100,000 100,000 Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1, 2016 240,180 - Bears interest of 1.5% per month on a cumulative basis, unsecured, no specific terms of repayment 42,512 29,739 $ 787,992 $ 565,739

13. COMMON STOCK (Tables)

13. COMMON STOCK (Tables)	6 Months Ended
	Jun. 30, 2015
Common Stock Tables
Common Shares Issued and Outstanding	June 30, 2015 December 31, 2014 94,156,775 Common Shares (2014:92,698,018) $18,833 $18,542

14. WARRANTS (Tables)

14. WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2015
Warrants Tables
Summary of warrants	June 30, 2015 December 31, 2014 Warrants Outstanding Weighted Average Exercise Price Warrants Outstanding Weighted Average Exercise Price Beginning of period 1,510,640 $ 0.25 - $ - Issued 1,750,000 0.40 1,510,640 0.25 Expired - - - - End of period 3,260,640 $ 0.33 1,510,640 $ 0.25
Black Scholes option-pricing model	The fair value of these issued warrants of $2,615 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.32 % Expected life 1 year Estimated volatility in the market price of the Common Shares 247 % Dividend yield Nil The fair value of these issued warrants of $59,240 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.69 % Expected life 2 years Estimated volatility in the market price of the Common Shares 357 % Dividend yield Nil The fair value of these issued warrants of $41,991 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.34 % Expected life 1.14 years Estimated volatility in the market price of the Common Shares 237 % Dividend yield Nil The fair value of these issued warrants of $38,719 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.71 % Expected life 2 years Estimated volatility in the market price of the Common Shares 320 % Dividend yield Nil The fair value of these issued warrants of $140,185 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.85 % Expected life 2 years Estimated volatility in the market price of the Common Shares 298 % Dividend yield Nil The fair value of these issued warrants of $40,643 was determined using the Black Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 0.51 % Expected life 1 year Estimated volatility in the market price of the Common Shares 166 % Dividend yield Nil

16. RELATED PARTY TRANSACTIONS

16. RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Jun. 30, 2015
Related Party Transactions Tables
Transactions with related parties	June 30, 2015 December 31, 2014 Advances by and amounts payable to Officers of the Company, two of which are also Directors $ 356,953 $ 133,820 Advances by and consulting fees payable to a corporation owned by two Officers of the Company, one of which is also a Director 523,799 523,824 Consulting fees owing to persons related to an Officer who is also a Director of the Company 46,469 49,255 Advances by Officers of the Company, one of which is also a Director, bears interest at 1.5% per month 453,618 401,264 Amounts payable to a corporation related by virtue of a common Officer of the Company 30,294 30,294 Amounts payable to a corporation related by virtue of common Officers and a common Director of the Company 62,423 - Consulting fees and director fees payable to Directors of the Company 57,000 6,332 $ 1,530,556 $ 1,144,789 (b) Interest accrued to related parties were as follows: June 30, 2015 December 31, 2014 Interest accrued on advances by Officers of the Company, one of which is also a Director $ 81,278 $ 39,279 $ 81,278 $ 39,279 c) Transactions with related parties were as follows: June 30. 2015 June 30, 2014 Directors $ 49,500 $ 33,900 Officers 108,582 - Corporation related by virtue of commons Officer and a common Director 36,436 - Corporation owned by two Officers, one of which is also a Director 95,949 108,428 Persons related to a Director 31,981 19,500 $ 322,448 $ 161,828

17. COMMITMENTS AND CONTINGEN35

17. COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2015
Commitments And Contingencies Tables
Minimum annual lease payments	2015 $ 4,793 2016 3,196 $ 7,989
Rental Lease for Snoke Distribution USA LLC	2015 $ 15,911 2016 21,548 $ 37,459

19. SEGMENTED INFORMATION (Tabl

19. SEGMENTED INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2015
Segmented Information Tables
Assets by geographic location	June 30, 2015 December 31, 2014 Canada $ 14,012 $ 5,524 United States 734,309 645,383 Ireland 12,637 435,578 $ 760,958 $ 1,086,485
Revenues by geographic location	June 30, 2015 June 30, 2014 Canada $ - $ - United States 7,641 8,611 Ireland - 36,523 $ 7,641 $ 45,134

2. GOING CONCERN (Details Narra

2. GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Going Concern Details Narrative
Accumulated deficit	$ 6,791,127		$ 5,702,351
Working capital deficiency	2,340,429
Cash flows from operating activities	$ 305,243	$ 556,809

3. SUMMARY OF SIGNIFICANT ACC38

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Summary Of Significant Accounting Policies Details Narrative
Production costs incurred			$ 136,200
Production costs allocated to prepaid expenses and vendor deposits			90,800
Production costs expensed			$ 45,400
Corporate promotions expense	$ 67,597	$ 144,811

4. BUSINESS COMBINATION (Detail

4. BUSINESS COMBINATION (Details) - Jun. 30, 2015 - USD ($)	Total
Liabilities assumed:
Consideration-500,000 common shares	$ 55,000
Business Combination
Assets acquired:
Cash	8,828
Receivables	112,460
Inventory	60,777
Loan receivable	84,936
Fixed assets	3,826
Goodwill	167,538
Total assets acquired	438,365
Liabilities assumed:
Accounts payable	253,247
Loans payable	130,118
Total liabilities assumed	$ 383,365

6. INVENTORY (Details)

6. INVENTORY (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Inventory Details
E-cigarettes and accessories	$ 76,362	$ 78,901

6. INVENTORY (Details Narrative

6. INVENTORY (Details Narrative)	Dec. 31, 2014USD ($)
Inventory Details Narrative
Inventory of DML written off	$ 60,301
Liquidation and impairment of inventory located in Florida	41,157
Impairment of inventory recorded	$ 101,458

7. PROPERTY AND EQUIPMENT (Deta

7. PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Property and equipment, gross	$ 5,861
Accumulated Depreciation	4,859
Property and equipment, net	1,002	$ 1,864
Furniture and equipment
Property and equipment, gross	2,459
Accumulated Depreciation	2,223
Property and equipment, net	236	595
Computer hardware
Property and equipment, gross	3,402
Accumulated Depreciation	2,636
Property and equipment, net	$ 766	$ 1,269

7. PROPERTY AND EQUIPMENT (De43

7. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Property And Equipment Details Narrative
Depreciation expense	$ 859	$ 1,801

8. WEBSITE DEVELOPMENT (Details

8. WEBSITE DEVELOPMENT (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Website Development Details
Website Development Cost	$ 99,989
Website Development Accumulated Amortization	16,665
Website Development Net	$ 83,324	$ 93,323

8. WEBSITE DEVELOPMENT (Detai45

8. WEBSITE DEVELOPMENT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Website Development Details Narrative
Amortization expense	$ 9,999
2,015	19,998
2,016	19,998
2,017	19,998
2,018	19,998
2,019	$ 13,331

9. LOANS FROM SHAREHOLDERS (Det

9. LOANS FROM SHAREHOLDERS (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Loan from shareholder	$ 787,992	$ 565,739
Non-interest bearing, unsecured, no specific terms of repayment
Loan from shareholder	5,000	5,000
Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1. 2016
Loan from shareholder	100,000	100,000
Bears interest of 10% per annum on a cumulative basis, secured by the assets of the Company, matures on January 1. 2016 One
Loan from shareholder	400,300	431,000
Bears interest of 1.5% per month on a cumulative basis, unsecured, no specific terms of repayment
Loan from shareholder	42,512	$ 29,739
Bears interest of 1.5% per month on a cumulative basis, unsecured, no specific terms of repayment
Loan from shareholder	$ 240,180

10. CREDIT FACILITY (Details Na

10. CREDIT FACILITY (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Advances from Credit Facility		$ 387,110
Advances from the credit facility from the company's CEO and CFO		77,453
Interest on Credit Facility	$ 13,772
Canada, Dollars
Advances from Credit Facility		449,083
Advances from the credit facility from the company's CEO and CFO		$ 89,852

11. NOTE PAYABLE - RELATED PA48

11. NOTE PAYABLE - RELATED PARTY (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Note Payable Related Party Details Narrative
Accrued interest on related party notes payable		$ 1,638

12. CONVERTIBLE DEBENTURES (Det

12. CONVERTIBLE DEBENTURES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Convertible Debentures Details Narrative
Amount of interest expense related to debt discount	$ 87,609	$ 70,568
Interest expense on Convertible Debentures	$ 14,433	$ 87,321

13. COMMON STOCK (Details Narra

13. COMMON STOCK (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Common Stock Details Narrative
Common Stock, Shares Authorized	300,000,000	300,000,000
Common stock	$ 18,833	$ 18,542
Common Stock, Par Value	$ 0.0002	$ 0.0002
Common Stock, Shares Issued	94,156,775	92,698,018
Common Stock, Shares Outstanding	94,156,775	92,698,018

14. WARRANTS (Details)

14. WARRANTS (Details) - Warrants [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Warrants Outstanding, Beginning of period	1,510,640
Warrants Outstanding, Issued	1,750,000	1,510,640
Warrants Outstanding, Expired
Warrants Outstanding, End of period	3,260,640	1,510,640
Weighted average exercise price, Beginning of period	$ 0.25	$ 0
Weighted average exercise price, Issued	0.40	0.25
Weighted average exercise price, Expired	0	0
Weighted average exercise price, End of period	$ 0.33	$ 0.25

14. WARRANTS (Details 1)

14. WARRANTS (Details 1) - 6 months ended Jun. 30, 2015	Total
Warrants 1
Risk-free interest rate	0.32%
Expected life	1 year
Estimated volatility in the market price of the common shares	247.00%
Dividend yield	0.00%
Warrants 2
Risk-free interest rate	0.69%
Expected life	2 years
Estimated volatility in the market price of the common shares	357.00%
Dividend yield	0.00%
Warrants 3
Risk-free interest rate	0.34%
Expected life	1 year 1 month 21 days
Estimated volatility in the market price of the common shares	237.00%
Dividend yield	0.00%
Warrants 4
Risk-free interest rate	0.71%
Expected life	2 years
Estimated volatility in the market price of the common shares	320.00%
Dividend yield	0.00%
Warrants 5
Risk-free interest rate	0.85%
Expected life	2 years
Estimated volatility in the market price of the common shares	298.00%
Dividend yield	0.00%
Warrants 6
Risk-free interest rate	0.51%
Expected life	1 year
Estimated volatility in the market price of the common shares	166.00%
Dividend yield	0.00%

16. RELATED PARTY TRANSACTION53

16. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Advances from related parties	$ 1,530,556	$ 1,144,789
Advances by and amounts payable to Officers of the Company, two of which are also Directors
Advances from related parties	356,953	133,820
Advances by and consulting fees payable to a corporation owned by two Officers of the Company, one of which is also a Director
Advances from related parties	523,799	523,824
Consulting fees owing to persons related to an Officer who is also a Director of the Company
Advances from related parties	46,469	49,255
Advances by Officers of the Company, one of which is also a Director, bears interest at 1.5% per month
Advances from related parties	453,618	401,264
Amounts payable to a corporation related by virtue of a common Officer of the Company
Advances from related parties	30,294	$ 30,294
Amounts payable to a corporation related by virtue of common Officers and a common Director of the Company
Advances from related parties	62,423
Consulting fees and director fees payable to Directors of the Company
Advances from related parties	$ 57,000	$ 6,332

16. RELATED PARTY TRANSACTION54

16. RELATED PARTY TRANSACTIONS (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Interest accrued to related parties	$ 81,278	$ 39,279
Interest accrued on advances by Officers of the Company, one of which is also a Director
Interest accrued to related parties	$ 81,278	$ 39,279

16. RELATED PARTY TRANSACTION55

16. RELATED PARTY TRANSACTIONS (Details 2) - USD ($)	Jun. 30, 2015	Jun. 30, 2014
Consulting fees payable to related parties	$ 322,448	$ 161,828
Directors [Member]
Consulting fees payable to related parties	49,500	$ 33,900
Officers [Member]
Consulting fees payable to related parties	108,582
Corporation owned by two Officers, one of which is also a Director [Member]
Consulting fees payable to related parties	36,436
Corporation related by virtue of commons Officer and a common Director
Consulting fees payable to related parties	95,949	$ 108,428
Person related to a Director [Member]
Consulting fees payable to related parties	$ 31,981	$ 19,500

17. COMMITMENTS AND CONTINGEN56

17. COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2015USD ($)
Vehicle Lease
2,015	$ 4,793
2,016	3,169
Minimum annual lease payments	7,989
Miami Lease
2,015	15,911
2,016	21,548
Minimum annual lease payments	$ 37,459

19. SEGMENTED INFORMATION (Deta

19. SEGMENTED INFORMATION (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Total assets	$ 760,958	$ 1,086,485
Canada
Total assets	14,012	5,524
United States
Total assets	734,309	645,383
Ireland
Total assets	$ 12,637	$ 435,578

19. SEGMENTED INFORMATION (De58

19. SEGMENTED INFORMATION (Details 1) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Total revenues	$ 7,641	$ 45,134
Canada
Total revenues
United States
Total revenues	$ 7,641	$ 8,611
Ireland
Total revenues		$ 36,523