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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NO. 000-28107
 GILLA INC.
  Nevada
(State or Other Jurisdiction of Incorporation or Organization)
    
    88-0335710
(I.R.S. Employer Identification Number)
 112 North Curry Street, Carson City, NV 89703
 (416) 884-8807
  Common Shares, Preferred Shares
 o þ
 þ o
 o þ
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller
reporting company)
    
    Smaller reporting company þ
 þ o
 The aggregate market value of the voting common stock held by non-affiliates of the Registrant on
June 30, The registrant does not have any non-voting equities




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##### 



TABLE OF CONTENTS
FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2009
 Part IITEM 1 BusinessITEM 2. PropertiesITEM 3. Legal ProceedingsITEM 4. Submission of Matters to a Vote of Security HoldersPart IIITEM 5. Market for Registrants Common Equity and Related Stockholders MattersITEM 6. Selected Financial DataITEM 7. Managements Discussion and Analysis of Financial Condition and Results of OperationITEM 8. Financial Statements and Supplementary DataITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial DisclosureITEM 9A. Controls and ProceduresPart IIIITEM 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange ActITEM 11. Executive CompensationITEM 12. Security Ownership of Certain Beneficial Owners and ManagementITEM 13. Certain Relationships and Related TransactionsITEM 14. Principal Accountants Fee and ServicesPart IVITEM 15. Exhibits and Reports on Form 8KSignaturesExhibitsEX-31.1EX-32.1




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Forward-Looking Statements
  
 PART I
 
 ITEM 1. BUSINESS
 Business Development
   Business of Issuer
   MANAGEMENT RISKS




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SECURITIES MARKET AND STOCK OWNERSHIP RISKS
    GEOLOGIC UNCERTAINTY AND INHERENT VARIABILITY




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POLITICAL RISKS
 Political unrest or changes in Cameroon or Angola or nearby countries could interfere with our
operating or financing activities.
  GOLD EXPLORATION IS HIGHLY SPECULATIVE, INVOLVES SUBSTANTIAL EXPENDITURES, AND IS FREQUENTLY
NON-PRODUCTIVE
    THE PRICE OF GOLD AND OTHER MINERALS ARE HIGHLY VOLATILE AND A DECREASE IN THE PRICE OF GOLD AND
OTHER MINERALS CAN HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS
  FUEL PRICE VARIABILITY




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VARIATIONS IN MINING AND PROCESSING PARAMETERS
  CHANGES IN ENVIRONMENTAL AND MINING LAWS AND REGULATIONS
   REPORTS TO SECURITIES HOLDERS




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ITEM 2. PROPERTIES
    
 ITEM 3. LEGAL PROCEEDINGS




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  2009
    
    HIGH
    
    
    LOWFirst Quarter
    
    $
    0.52
    
    
    $
    0.05Second Quarter
    
    $
    0.43
    
    
    $
    0.07Third Quarter
    
    $
    0.28
    
    
    $
    0.05Fourth Quarter
    
    $
    0.16
    
    
    $
    0.02
  DIVIDENDS
  RECENT SALES OF UNREGISTERED SECURITIES




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ITEM 6. Selected Financial Data.
 Earnings per share for each of the fiscal years shown below are based on the weighted average
number of shares outstanding.
 Years ended December 31,2009
    
    
    2008
    
    
    2007Revenues
    
    
    
    
    
    
    
    
    
    
    Net Loss
    
    $
    (13,016,885
    )
    
    $
    (2,248,898
    )
    
    $
    (562,475
    )Earning Loss Per
Share
    
    $
    (0.33
    )
    
    $
    (0.08
    )
    
    $
    (0.10
    )Total assets
    
    $
    4,638,123
    
    
    $
    17,582,217
    
    
    $
    724,112Total liabilities
    
    $
    30,084
    
    
    $
    7,293
    
    
    $
    10,889




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
      CERTAIN BUSINESS RISK FACTORS
  WE HAVE A LIMITED OPERATING HISTORY WITH SIGNIFICANT LOSSES AND EXPECT LOSSES TO CONTINUE FOR THE
FORESEEABLE FUTURE
 We have yet to establish any history of profitable operations.




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THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN DUE TO SIGNIFICANT
RECURRING LOSSES FROM OPERATIONS, ACCUMULATED DEFICIT AND WORKING CAPITAL DEFICIT ALL OF WHICH
MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL FUNDING.




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    Report of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets
    
    F-3Consolidated Statements of Operations
    
    F-4Consolidated Statements of Changes in Shareholders Equity
    
    F-5Consolidated Statements of Cash Flows
    
    F-6Consolidated Notes to the Financial Statements
    
    F-7  F-20




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/s/
 F-2




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GILLA, INC.  (FORMERLY OSPREY GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash
    
    $
    35,123
    
    
    $
    235,774Other receivable
    
    
    
    
    
    
    2,333Prepaid expenses
    
    
    3,000
    
    
    
    TOTAL CURRENT ASSETS
    
    
    38,123
    
    
    
    238,107Mining rights
    
    
    4,600,000
    
    
    
    17,344,110TOTAL ASSETS
    
    $
    4,638,123
    
    
    $
    17,582,217LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    5,188
    
    
    $
    7,293Accrued Liabilities
    
    
    24,896
    
    
    
    TOTAL LIABILITIES
    
    
    30,084
    
    
    
    7,293COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon
stock, $0.0002 par value, 300,000,000 shares authorized; 39,650,018 and 38,898,055 shares issued and outstanding
respectively
    
    
    7,930
    
    
    
    7,780Additional paid  in capital
    
    
    30,391,089
    
    
    
    30,341,239Deficit accumulated during the exploration stage
    
    
    (25,790,980
    )
    
    
    (12,774,095
    )TOTAL SHAREHOLDERS EQUITY
    
    
    4,608,039
    
    
    
    17,574,924TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    4,638,123
    
    
    $
    17,582,217
  F-3




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GILLA, INC.
(FORMERLY OSPREY GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Year Ended
    
    
    March 28, 1995December 31
    
    
    For the Period From(Inception) to2009
    
    
    2008
    
    
    December 31, 2009REVENUES
    
    $
    
    
    
    $
    
    
    
    $
    TOTAL REVENUES
    
    
    
    
    
    
    
    
    
    
    EXPENSES:Exploration cost
    
    
    53,933
    
    
    
    44,650
    
    
    
    1,714,055General and administrative
    
    
    221,582
    
    
    
    2,142,271
    
    
    
    15,386,897TOTAL OPERATING EXPENSES
    
    
    275,515
    
    
    
    2,186,921
    
    
    
    17,100,952NET LOSS FROM OPERATIONS
    
    
    (275,515
    )
    
    
    (2,186,921
    )
    
    
    (17,100,952
    )OTHER INCOME (EXPENSES)Loss on abandonment of mining camp
    
    
    
    
    
    
    (50,000
    )
    
    
    (50,000
    )Gain of forgiveness of debt
    
    
    
    
    
    
    3,941
    
    
    
    1,828,932Gain on sale of mining properties
    
    
    
    
    
    
    
    
    
    
    2,100,000Write Off
    
    
    (3,774
    )
    
    
    (13,874
    )
    
    
    (17,648
    )Asset impairment expenses
    
    
    (12,744,110
    )
    
    
    
    
    
    
    (12,744,110
    )Miscellaneous Income
    
    
    6,097
    
    
    
    
    
    
    
    6,097Gain (loss) on foreign exchange rate transactions
    
    
    404
    
    
    
    (2,044
    )
    
    
    149,448Interest expense
    
    
    
    
    
    
    
    
    
    
    (3,277
    )Interest income
    
    
    13
    
    
    
    
    
    
    
    40,530TOTAL OTHER EXPENSES
    
    
    (12,741,370
    )
    
    
    (61,977
    )
    
    
    (8,690,028
    )NET LOSS
    
    $
    (13,016,885
    )
    
    $
    (2,248,898
    )
    
    $
    (25,790,980
    )WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING-BASIC
    
    
    39,023,726
    
    
    
    27,951,703LOSS PER COMMON SHARES-
BASIC
    
    $
    (0.33
    )
    
    $
    (0.08
    )WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING- DILUTED
    
    
    36,871,543
    
    
    
    29,747,165LOSS PER COMMON SHARES-
DILUTED
    
    $
    (0.35
    )
    
    $
    (0.08
    )
  F-4




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GILLA, INC.
(formerly OSPREY GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
 
   Common StockAdditional
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Paid In Capital
    
    
    Deficit
    
    
    TotalBalance December 31, 2003
    
    
    800,882
    
    
    $
    160
    
    
    $
    1,537,445
    
    
    $
    (1,615,706
    )
    
    $
    (78,101
    )Issuance of common stock for mining claims  related party
    
    
    2,016,800
    
    
    
    404
    
    
    
    19,764
    
    
    
    
    
    
    
    20,168Issuance of common stock for mining claims
    
    
    11,000
    
    
    
    2
    
    
    
    176,998
    
    
    
    
    
    
    
    177,000Issuance of common stock for directors fees
    
    
    6,000
    
    
    
    1
    
    
    
    41,999
    
    
    
    
    
    
    
    42,000Issuance of common stock for consulting fees
    
    
    463,813
    
    
    
    93
    
    
    
    4,430,167
    
    
    
    
    
    
    
    4,430,260Issuance of common stock for management fees
    
    
    80,000
    
    
    
    16
    
    
    
    527,984
    
    
    
    
    
    
    
    528,000Issuance of common stock for financing fees
    
    
    4,000
    
    
    
    1
    
    
    
    23,999
    
    
    
    
    
    
    
    24,000Issuance of common stock for cancellation of letter of
intent and services
    
    
    310,000
    
    
    
    62
    
    
    
    324,938
    
    
    
    
    
    
    
    325,000Sale of common stock
    
    
    215,600
    
    
    
    43
    
    
    
    1,208,261
    
    
    
    
    
    
    
    1,208,304Capital contribution
    
    
    
    
    
    
    
    
    
    
    68,408
    
    
    
    
    
    
    
    68,408Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,717,947
    )
    
    
    (7,717,947
    )Balance December 31, 2004
    
    
    3,908,095
    
    
    $
    782
    
    
    $
    8,359,963
    
    
    $
    (9,333,653
    )
    
    $
    (972,908
    )Sale of common stock
    
    
    2,000,000
    
    
    
    400
    
    
    
    499,600
    
    
    
    
    
    
    
    500,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (213,799
    )
    
    
    (213,799
    )Balance December 31, 2005
    
    
    5,908,095
    
    
    $
    1,182
    
    
    $
    8,859,563
    
    
    $
    (9,547,452
    )
    
    $
    (686,707
    )Cancellation of common stock
    
    
    (1,223,000
    )
    
    
    (245
    )
    
    
    245
    
    
    
    
    
    
    
    Issuance of common stock for consulting fees
    
    
    700,000
    
    
    
    140
    
    
    
    1,574,860
    
    
    
    
    
    
    
    1,575,000Issuance of common stock for services rendered
    
    
    33,802
    
    
    
    7
    
    
    
    43,500
    
    
    
    
    
    
    
    43,507Issuance of common stock for directors fees
    
    
    10,000
    
    
    
    2
    
    
    
    32,498
    
    
    
    
    
    
    
    32,500Issuance of common stock for satisfaction of debt
    
    
    6,567
    
    
    
    1
    
    
    
    19,699
    
    
    
    
    
    
    
    19,700Issuance of common stock for salary
    
    
    210,605
    
    
    
    42
    
    
    
    684,426
    
    
    
    
    
    
    
    684,468Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (415,270
    )
    
    
    (415,270
    )Balance December 31, 2006
    
    
    5,646,069
    
    
    $
    1,129
    
    
    $
    11,214,791
    
    
    $
    (9,962,722
    )
    
    $
    1,253,198Issuance of common stock for directors fees
    
    
    30,000
    
    
    
    6
    
    
    
    22,494
    
    
    
    
    
    
    
    22,500Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (562,475
    )
    
    
    (562,475
    )Balance December 31, 2007
    
    
    5,676,069
    
    
    $
    1,135
    
    
    $
    11,237,285
    
    
    $
    (10,525,197
    )
    
    $
    713,223Sale of common stock
    
    
    916,667
    
    
    
    183
    
    
    
    274,817
    
    
    
    
    
    
    
    275,000Issuance of common stock for management fees
    
    
    1,000,000
    
    
    
    200
    
    
    
    499,800
    
    
    
    
    
    
    
    500,000Issuance of common stock for mining claims
    
    
    30,440,184
    
    
    
    6,089
    
    
    
    17,338,022
    
    
    
    
    
    
    
    17,344,111Issuance of common stock for termination of service
    
    
    220,331
    
    
    
    44
    
    
    
    132,154
    
    
    
    
    
    
    
    132,198Issuance of common stock for consulting fees
    
    
    644,804
    
    
    
    129
    
    
    
    386,753
    
    
    
    
    
    
    
    386,882Fair market value of options granted
    
    
    
    
    
    
    
    
    
    
    712,407
    
    
    
    
    
    
    
    712,407Dividends
    
    
    
    
    
    
    
    
    
    
    (240,000
    )
    
    
    
    
    
    
    (240,000
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,248,898
    )
    
    
    (2,248,898
    )Balance December 31, 2008
    
    
    38,898,055
    
    
    $
    7,780
    
    
    $
    30,341,239
    
    
    $
    (12,774,095
    )
    
    $
    17,574,924Sale of common stock
    
    
    5,000,000
    
    
    
    1,000
    
    
    
    49,000
    
    
    
    
    
    
    
    50,000Cancellation of common stock
    
    
    (4,248,037
    )
    
    
    (850
    )
    
    
    850
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,016,885
    )
    
    
    (13,016,885
    )Balance December 31, 2009
    
    
    39,650,018
    
    
    
    7,930
    
    
    
    30,391,089
    
    
    
    (25,790,980
    )
    
    
    4,608,039
  F-5




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GILLA, INC.
(formerly OSPREY GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 For the Period FromFor the Year Ended
    
    
    March 28, 1995December 31
    
    
    (Inception) to2009
    
    
    2008
    
    
    December 31, 2009CASH FLOW FROM OPERATING ACTIVITIESNet loss from operations
    
    $
    (13,016,885
    )
    
    $
    (2,248,898
    )
    
    $
    (25,790,980
    )Adjustment to reconcile net loss to net cash
used in operating activities:Stock compensation
    
    
    
    
    
    
    1,731,489
    
    
    
    10,836,792Changes in operating assets and liabilities:Prepaid
    
    
    (3,000
    )
    
    
    
    
    
    
    (3,000
    )Other receivable
    
    
    2,333
    
    
    
    1,637
    
    
    
    Asset impairment expenses
    
    
    12,744,110
    
    
    
    
    
    
    
    12,744,110Mining camp
    
    
    
    
    
    
    50,000
    
    
    
    50,000Accounts payable
    
    
    (2,105
    )
    
    
    (3,596
    )
    
    
    375,845Accrued expenses
    
    
    24,896
    
    
    
    
    
    
    
    29,052Net cash used in operating activities
    
    
    (250,651
    )
    
    
    (469,368
    )
    
    
    (1,758,181
    )CASH FLOW FROM FINANCING ACTIVITIESDividends
    
    
    
    
    
    
    (240,000
    )
    
    
    (240,000
    )Sale of common stock
    
    
    50,000
    
    
    
    275,000
    
    
    
    2,033,304Net cash provided by (used in) financing activities
    
    
    50,000
    
    
    
    35,000
    
    
    
    1,793,304Net Increase (decrease) in cash
    
    
    (200,651
    )
    
    
    (434,368
    )
    
    
    35,123Cash and cash equivalents at beginning of period
    
    
    235,774
    
    
    
    670,142
    
    
    
    Cash and cash equivalents at end of period
    
    $
    35,123
    
    
    $
    235,774
    
    
    $
    35,123Supplemental Disclosure of Cash Flow Information:Cash paid for:Interest
    
    
    
    
    
    
    
    
    
    
    Taxes
    
    
    
    
    
    
    
    
    
    
    
  F-6




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NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 ORGANIZATION AND DESCRIPTION OF BUSINESS
   Basis of Accounting
  Going Concern
  Cash Equivalents
  F-7




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##### Table of Contents



NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Use of Estimates
  Earnings per share
  Mining Properties and Deferred Expenditures
     Foreign Currency Translation
  Concentration of Credit Risk
  F-8




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##### Table of Contents



NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Income Taxes
   Fair Value of Financial Instruments
  Stock Based Compensation
   Impairment or Disposal of Long-Lived Assets
   F-9




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NOTE 2  ACCOUNTING STANDARDS UPDATES
 
    F-10




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NOTE 2  ACCOUNTING STANDARDS UPDATES(Continued)
      F-11




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NOTE 2  ACCOUNTING STANDARDS UPDATES(Continued)
       NOTE 3 MINING CAMP
 th
 NOTE 4 RELATED PARTY
  Note 5: Prepaid Expenses
  F-12




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NOTE 6 EQUITY
   2003-Stock issued for mining claims-related party
   2003-Stock issued for consulting services
  2003-Stock issued for directors fees
  2003-Stock issued for purchase of camp
 th
 2004-Stock issued for mining claims-related party
 th
 F-13




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##### Table of Contents



NOTE 6 EQUITY (continued)
   2004-Stock issued for mining claims
    2004-Stock issued for directors fees
  2004-Stock issued for consulting services
     2004-Stock issued for management fees
  2004-Stock issued for financing fees
  F-14




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NOTE 6 EQUITY (continued)
 2004-Stock issued for cancellation of letter of intent and services
  2004-Sale of common stock
      2004- Capital contribution
  2005-Sale of common stock
  2006-Cancellation of common stock
 th
 2006- Stock issued for consulting services
  2006- Common stock issued for services rendered
  F-15




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NOTE 6 EQUITY (continued)
 2006- Common stock issued for directors fees
  2006- Common stock issued for satisfaction of debt
  2006- Common stock issued for salary
  2007- Reverse stock split
  2007-Issuance of common stock for directors fees
  2008-Stock issued for mining claims
   F-16




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NOTE 6 EQUITY (continued)
 2008- Stock issued for consulting services
    2008- Stock issued for termination of services
  2008-Sale of common stock
  2009-Cancellation of common stock
  2009-Sale of common stock
  F-17




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2009Expected Dividend Yield
    
    $
    Risk Free Interest Rate
    
    
    Expected Volatility
    
    
    138
    %Expected Term
    
    < 1 Year
  NUMBER OF
    
    
    WEIGHTEDOPTIONS AND
    
    
    AVERAGEWARRANTS
    
    
    EXERCISE PRICEStock OptionsBalance at December 31, 2007
    
    
    
    
    
    
    Granted
    
    
    5,144,804
    
    
    $
    0.60Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Terminated
    
    
    
    
    
    
    Balance at December 31, 2008
    
    
    5,144,804
    
    
    $
    0.60Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
 F-18




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NUMBER OF
    
    
    WEIGHTEDOPTIONS AND
    
    
    AVERAGEWARRANTS
    
    
    EXERCISE PRICEForfeited
    
    
    (4,600,000
    )
    
    $
    0.60Terminated
    
    
    
    
    
    
    Balance at December 31, 2009
    
    
    544,804
    
    
    $
    0.60Weighted average fair value of options granted for services during 2009
    
    
    
    
    
    $
    0.60
 NOTE 7 EARNINGS PER SHARE
  Income
    
    
    Shares
    
    
    Per-share(Numerator)
    
    
    (Denominator)
    
    
    AmountIncome from continuing
operations
    
    $
    (13,016,885
    )Less preferred stock dividends
    
    
    Income available to common
stockholders  Basic earnings
per share
    
    
    (13,016,885
    )
    
    
    39,023,726
    
    
    $
    (0.33
    )Effect of dilutive securities no dilutive securities
    
    
    
    
    
    
    
    
    
    
    Income available to common
stockholders  Diluted
earnings per share
    
    $
    (13,016,885
    )
    
    $
    36,871,543
    
    
    $
    (0.35
    )
 F-19




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NOTE 8 INCOME TAXES
    December 31,2009
    
    
    2008Computed expected tax benefit
    
    $
    (4,946,416
    )
    
    $
    (854,581
    )Benefit of operating loss carryforwards
    
    
    
    
    
    
    Valuation allowance
    
    
    4,946,416
    
    
    
    854,581Net tax benefit
    
    $
    
    
    
    $
    
  Deferred Tax Assets
    
    December 31, 2009Current Deferred Tax Assets
    
    $
    Net operating loss carryforward
    
    
    9,800,572Total gross deferred Tax Assets
Less valuation allowance
    
    $
    (9,800,572
    )Net deferred tax assets
    
    $
    
  NOTE 9 SUBSEQUENT EVENTS
  F-20




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL DISCLOSURE
   
 ITEM 9A. CONTROLS AND PROCEDURES
    Internal Control  Integrated Framework
 ITEM 9B OTHER ITEMS




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
 NAME
    
    AGE
    
    POSITIONGeorges Benarroch
    
    
    63
    
    
    President/Chief Financial Officer/DirectorLinda Kent
    
    
    54
    
    
    Corporate Secretary &Treasurer DirectorDaniel Barrette
    
    
    45
    
    
    Chief Operating Officer DirectorStanley D. Robinson
    
    
    60
    
    
    Director
  Georges Benarroch/Chief Financial Officer/President/Director
  Linda Kent/Corporate Secretary Treasurer/Director
  Mr. Daniel Barrette
  Mr. Stanley D. Robinson, M.Sc., P.Geo




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##### Table of Contents



B) IDENTIFY SIGNIFICANT EMPLOYEES
  C) FAMILY RELATIONSHIPS
  D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
  E) AUDIT COMMITTEE




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 SUMMARY COMPENSATION TABLE
  Other
    
    
    RestrictedAnnual
    
    
    Option Stocks/Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Payouts AwardedName/Title
    
    Year
    
    
    $
    
    
    $
    
    
    $
    
    
    #Georges Benarroch
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    President/CEO
    
    
    2008
    
    
    
    6,666
    
    
    
    
    
    
    
    
    
    
    
    100,0002007
    
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    10,000Linda Kent
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Secretary/Treasurer
    
    
    2008
    
    
    
    10,917
    
    
    
    
    
    
    
    
    
    
    
    100,0002007
    
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    10,000Daniel Barrette
    
    
    2009
    
    
    
    36,000
    
    
    
    
    
    
    
    
    
    
    
    COO
    
    
    2008
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 OPTIONS/SAR GRANTS TABLE
  COMPENSATION OF DIRECTORS




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EMPLOYMENT CONTRACTS
  REPORT ON REPRICING OF OPTIONS/SARS
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 =
 Title of Class
    
    Name of Beneficial Owner
    
    
    Common Shares
    
    
    Percentage of ClassCommon
    
    Georges Fotso
    
    
    10,000,000
    
    
    
    25
    %Common
    
    Capital Venture Facilitators (1)
    
    
    6,392,150
    
    
    
    16
    %Common
    
    Credifinance Capital Corp. (2)
    
    
    7,339,752
    
    
    
    18
    %
 
 (1)
    
    Georges Fotso has direct/indirect control of Gilla shares held by Capital Venture Facilitators.(2)
    
    Credifinance Capital Corp. is a privately held Delaware corporation. Georges Benarroch is the President & Chief
Financial Officer of Credifinance Capital Corp. B) SECURITY OWNERSHIP OF MANAGEMENT
 Title of Class
    
    Name of Beneficial Owner
    
    
    Common Shares
    
    
    Percentage of ClassCommon
    
    Daniel Barrette/Chief Operating Office
    
    
    200,000
    
    
    
    0.50
    %Common
    
    Linda Kent/Corporate Secretary Treasurer Director
    
    
    502,530
    
    
    
    1
    %Common
    
    Georges Benarroch (1)
    
    
    9,422,616
    
    
    
    24
    %
 
 (1)
    
    Mr. Benarrochs shares include the shares held by Credifinance Capital Corp. and FRD Trust which he is
either the beneficiary of the trust or has voting power of.




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 (A) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  (B) TRANSACTIONS WITH PROMOTERS




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  (1) Audit Fees
  (2) Audit Related Fees
  (3) Tax Fees
  (4) All Other Fees




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ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
 Date
    
    Item(s)2006-01-19
    
    
    5.022006-02-08
    
    
    8.01, 9.012006-10-05
    
    
    2.01, 5.02, 8.01, 9.12006-12-29
    
    
    3.022007-02-01
    
    
    3.012007-03-
 (A) LISTING OF EXHIBITS
 EXHIBIT NUMBER
    
    DESCRIPTION3(i)(a)
    
    *Articles of Incorporation of Osprey Gold Corp.3(i)(b)
    
    *Articles of Amendment changing name to Osprey Gold Corp.3(ii)
    
    *Bylaws of Osprey Gold Corp.31.1
    
    Section 302 Certification32.1
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Incorporated by reference filed as form 10SB




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##### Table of Contents



(B)
    
    CODE OF ETHICS




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##### Table of Contents



SIGNATURES
  GILLA INC.
(FORMERLY INCITATIONS)By:
    /s/  Georges BenarrochGeorges Benarroch, President &Chief Financial Officer  Name
    
    Title
    
    Date/s/ Georges Benarroch
    
    President
    
    March 31,2010Chief Financial Officer
Director