| 1)     |   | I have reviewed this Amendment No. 2 of the Annual Report on Form10-K/A for the year ended December 31, 2017 of GillaInc.;                                                                                                                                                                                                                           |
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| 2)     |   | Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of thecircumstances under which such statements were made, not misleadingwith respect to the period covered by this report;                                               |
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| 3)     |   | Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present inall material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this report;                                                                  |
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| 4)     |   | The registrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:  |
|   | a)     |                                                                                                                                                                                                                                                                                                                                                 | Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during theperiod in which this report is being prepared; |
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|   | b)     |                                                                                                                                                                                                                                                                                                                                                 | Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles; |
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|   | c)     |                                                                                                                                                                                                                                                                                                                                                 | Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this reportbased on such evaluation; and |
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|   | d)     |                                                                                                                                                                                                                                                                                                                                                 | Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control overfinancial reporting; and |
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| 5)                 |      | The registrant’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s board of directors(or persons performing the equivalent functions):  |
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|               | a)        |                                                                                                                                                                                                                                                                                                                      | All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’sability to record, process, summarize and report financialinformation; and |
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|               | b)        |                                                                                                                                                                                                                                                                                                                      | Any fraud, whether or not material, that involves management orother employees who have a significant role in theregistrant’s internal control over financialreporting.  |
|               | GillaInc. |
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| Date:July 20, 2018 | By:       | /s/Ashish Kapoor                                                                                                                                                                                                                                                                                                          |
|               |      | Name:Ashish Kapoor                                                                                                                                                                                                                                                                                                        |
|               |      | Title:Chief Financial Officer                                                                                                                                                                                                                                                                                             |