UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): November 6, 2013

Organic Alliance, Inc.

(Exact Name of Registrant as Specified in its Charter)

_________________

Nevada	000-51119	26-1997130
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

PO Box 6465, Carmel, CA 93921
(Address of Principal Executive Offices) (Zip Code)

(386) 409-0200
(Registrant’s telephone number, including area code)

N/A
(Former name or former address and former fiscal year, if changed since last report)

_____________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Organic Alliance Inc. Form 8-K filed with the Securities and Exchange Commission on November 26, 2013 (the “Form 8-K”), is to correct the “Date of Report (Date of earliest event reported)” from November 26^th, 2013 to November 6, 2013 and the date the Company notified Marcum was updated from November 22, 2013 to November 6, 2013. In addition, the Company added disclosure for the material weakness in its system of internal controls over financial reporting in section 4.01(a)(iv) below and clarified the new independent accountant previous involvement with the Company in section 4.01(b)(ii) below. In addition, the Company included an updated letter from Marcum in exhibit 16.1 below.

ITEM 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

(a) Former independent accountants.

(i)

On November 6, 2013, Organic Alliance, Inc. (“Registrant”) notified Marcum, LLP, (Marcum) Registrant’s independent registered public accounting firm, that it was being replaced.

(ii)

The report of Marcum on the consolidated financial statements of the Registrant as of and for the year ended December 31, 2012 and December 31, 2011 did not contain an adverse opinion or a disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern.

(iii)

The decision to discontinue the audit services of Marcum was approved by our Board of Directors.

(iv)

During the fiscal years ended December 31, 2012 and 2011 and through November 26, 2013, there has been no disagreement with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in its report. There have been no reportable events as provided in Item 304 (a)(1)(v) of Regulation S-K up to and including the dismissal of Marcum except for the material weakness in its system of internal controls over financial reporting which Marcum advised the Company existed. The controls designed were adequate for financial disclosures required for the preparation of the Company Form 10-Q and 10-K filings; however due to lack of resources in the Company’s accounting department the controls were not operating effectively.

(v)	We have provided Marcum with a copy of this disclosure and have requested that Marcum furnish us with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of the letter from Marcum, dated November 10, 2013, is filed as Exhibit 16.1 to this Form 8-K.

(b) New independent accountants.

(i)	On November 3, 2013, we retained KBL, LLP (KBL) as our new independent registered public accounting firm to audit Registrant’s financial statements for the fiscal year ending December 31, 2013. The appointment was approved by our Board of Directors.

(ii)

During the Company’s two most recent fiscal years and any subsequent interim period preceding such resignation, we have not previously consulted with KBL on the application of accounting principles to a specified transaction, or on the type of audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a disagreement between the Company and Marcum or was a reportable event. In addition, the Company did not consult with KBL regarding the material weakness of the Company’s internal control over financial reporting prior to engaging KBL.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

16.1 Letter from Marcum, LLP, dated December 10, 2013

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 10, 2013	Organic Alliance, Inc.


	By: /s/ Parker Booth
	Parker Booth, Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description

16.1	Letter from Marcum, LLP, dated December 10, 2013

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Organic Alliance, Inc. 8-K/A