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GILLA INC.
475
Fentress Blvd., Unit L
Daytona
Beach, FL 32114
VIA EDGAR
July
24, 2018
Heather
Clark
Claire
Erlanger
Division
of Corporation Finance
Office
of Transportation and Leisure
Division
of Corporation Finance
U.S.
Securities & Exchange Commission
Washington,
D.C. 20549
Re:
GILLA INC.
Form
10-K/A for the Year Ended December 31, 2017
Filed
May 18, 2018
File
No. 000-28107
Dear
Ms. Clark and Ms. Erlanger:
This
letter is delivered to the staff of the U.S. Securities &
Exchange Commission (the “Commission”) responsive to
comments contained in the Commission letter to us dated July 3,
2018 with respect to our Form 10-K/A for the Year Ended December
31, 2017. We have also filed an amended Form 10-K/A with the
Commission containing revised disclosures in such
regard.
We note
for your reference that we have conformed the risk factors and
MD&A sections in the amended Form 10-K/A responsive to the
staff comments to state our intentions with regards to the FDA
approval process, including the fact that we have not yet filed for
such approval, and that we have not yet made any determination
whether to file any applications for premarket approval requests.
We have also modified our risk factors and MD&A contained in
the amended Form 10-K/A to disclose the risk to our business if we
do not file such approval request with the FDA, or if the FDA does
not approve any requests that we make. In addition, we have
indicated the possible costs which may be incurred in connection
with such filing with the FDA in the MD&A section of our
amended Form 10-K/A.
We also
confirm that management undertook the assessment of controls and
procedures for the year ended December 31, 2017 in accordance with
2013 COSO framework, whereby we made reference to Item 308(a)(2) of
Regulation S-K.
We
acknowledge that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any
review, comments, action or absence of action by the
staff.
Please
do not hesitate to contact the undersigned if you have any
questions or comments in connection with any of these matters or if
you have any follow-up questions or comments. Thank you very
much.
Sincerely
yours,
/s/
Ashish Kapoor
Chief
Financial Officer