SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Simmonds Graham

(Last)

(First)

(Middle)

C/O GILLA INC.

15540 BISCAYNE BLVD

(Street)

NORTH MIAMI

33160

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2012

3. Issuer Name and Ticker or Trading Symbol
GILLA INC. [ GLLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,000⁽¹⁾	D
Common Stock	9,192,982⁽²⁾	I	Held by Woodham and by GraySim Family Trust.⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. On November 15, 2012, Mr. Simmonds was appointed Chief Executive Officer and as a member of the Board of Directors of Gilla Inc. (the "Company"). On November 20, 2012 Mr. Simmonds received 75,000 shares of the Company's Common Stock from a shareholder of the Company in consideration for his contributions to the successful completion of the Company's acquisition of Snoke Distribution Canada Ltd. on November 21, 2012.

2. On November 20, 2012, Woodham Group Inc. ("Woodham") received a grant of 450,000 shares of Common Stock, and on March 11, 2014, the GraySim Family Trust ("GraySim") received a grant of 900,000 shares of Common Stock. On November 4, 2014, GraySim converted its Unsecured Subordinated Convertible Debentures (the "Debentures") of the Company, with a face value of $150,000, into a total of 2,142,857 shares of Common Stock at $0.07 per share and converted the interest due on the Debentures into 111,233 shares of Common Stock at $0.15 per share. On November 4, 2014, Woodham converted Debentures, with a face value of $200,000, into 2,857,143 shares of Common Stock at $0.07 per share and converted the interest due on the Debentures into 123,178 shares of Common Stock at $0.15 per share. On September 25 and November 20, 2013, GraySim subscribed for, respectively, 1,000,000 and 428,571 shares of Common Stock in private placements, at $.035 per share. On November 20, 2013, GraySim purchased 1,180,000 shares of Common Stock from a former employee of the Company for $.013 per share.

3. Woodham Group Inc. is an entity 50% owned by the reporting person. The reporting person is a Director of Woodham Group Inc. The reporting person and members of his immediate family are beneficiaries of the GraySim Family Trust.

	/s/ Graham Simmonds	03/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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