UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~June 1722, 2017

Aina Le’a, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-182904	~~N/A~~45-4447703
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

69-201 Waikoloa Beach Drive, #2617

Waikoloa, Hawaii 96738

(Address of Principal Executive Offices) (Zip Code)

(808) 886 - 1702

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 1.0203 ~~Termination~~Bankruptcy ofor ~~a Material Definitive Agreement~~Receivership.

On ~~February~~June ~~17, 2017 and again on February~~ 22, 2017, ~~Origo Acquisition Corporation, a Cayman Islands Company (“Origo”) provided letters (together, the “Termination Notice”) to~~ Aina Le’a, Inc.~~, a Delaware corporation~~ (the “Company”), ~~that~~filed ~~purported~~a tovoluntary ~~terminate~~petition ~~the~~under ~~Merger~~chapter ~~Agreement, dated December 19, 2016~~ 11(the “~~Merger~~Chapter ~~Agreement~~11 Case”), byof ~~and among Origo,~~ the ~~Company~~United ~~and Aina Le’a Merger~~States ~~Sub,~~Bankruptcy ~~Inc.,~~Code a(titled ~~Delaware~~11 ~~corporation and a wholly-owned subsidiary~~ of the ~~Company.~~United ~~The~~States ~~Merger~~Code) ~~Agreement was previously disclosed~~ in the ~~Company’s~~United ~~Current~~States ~~Report~~Bankruptcy onCourt ~~Form~~for ~~8-K (~~the ~~“Original~~District ~~8-K”)~~of ~~filed~~Hawaii ~~with the Securities and Exchange Commission~~ (the “~~SEC~~Court”) ~~on December 23, 2016~~. The ~~Termination~~Company’s ~~Notice~~Chapter ~~stated~~11 ~~that~~Case ~~Origo~~was ~~had~~assigned ~~the~~case ~~right~~number ~~under~~17-bk-00611. ~~Article~~The ~~VIII of~~Company ~~the~~intends ~~Merger Agreement~~ to ~~terminate~~continue ~~the~~operating ~~Merger~~its ~~Agreement~~business during ~~because of certain specified events stated in~~ the ~~Termination~~Chapter ~~Notice, including~~11 ~~breaches~~Case ofas ~~Sections 5.1(~~a), ~~5.7,~~debtor-in-possession ~~5.8(iv),~~in ~~5.9~~accordance ~~and~~with ~~5.11 of~~ the ~~Merger~~Bankruptcy ~~Agreement,~~Code and ~~further~~orders ~~stated~~of ~~that there had been a Material Adverse Effect on~~ the ~~Company that was uncured and continuing~~Court.

~~Following~~Item ~~receipt of the Termination Notice, the Company provided a letter to Origo on February 23, 2017 disputing the facts specified in the Termination Notice~~4.01 ~~However,~~Changes ~~after careful evaluation, the Company decided that it is not~~ in ~~the~~Registrant’s ~~best~~Certifying ~~interest of its stakeholders to continue pursuing the merger and terminated the Merger Agreement as permitted by Section 8~~Accountant.~~1(a) of the Merger Agreement. In accordance with the terms set forth in the Merger Agreement, no termination fees will be payable by any party to the Merger Agreement.~~

~~The~~On June ~~material~~26, ~~terms~~2017, of the ~~Merger~~Company ~~Agreement~~received notification ~~and~~from Macias ~~certain~~Gini ~~related~~& ~~agreements were~~O’Connell ~~summarized~~LLP in(“MGO”), the ~~Original~~Company’s ~~8-K~~independent registered public accounting firm, ~~and~~advising the ~~Merger~~Company ~~Agreement~~of ~~and~~MGO’s ~~related~~resignation as ~~agreements~~the ~~were~~Company’s ~~filed~~independent asregistered ~~exhibits~~public toaccounting firm for the ~~Original~~fiscal ~~8-K~~year ended March 31, 2017, effective immediately. MGO’s resignation was accepted by the Board of Directors of the Company on June 28, 2017.

During the Company’s fiscal years ended March 31, 2016 and March 31, 2015, and the subsequent interim period through June 26, 2017, there were no: (1) disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and MGO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to MGO’s satisfaction, would have caused MGO to make reference in connection with their opinion to the subject matter of the disagreement, or (2) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K promulgated under the Exchange Act, except for the material weaknesses disclosed in Item 9A of the Company’s Annual Report (as amended) on Form 10-K for the fiscal year ended March 31, 2016 (the “2016 Form 10-K”), and in Item 4 of the Company’s Quarterly Reports on Form 10-Q and Form 10-Q/A, as applicable (collectively, the “Quarterly Reports”) that caused the Company’s management to conclude that the Company’s internal control over financial reporting was not effective as of March 31, 2016 and its disclosures controls and procedures were not effective at March 31, June 30, September 30, and December 31, 2016. The material weaknesses related to: (1) documentation of procedures, including procedures related to testing of internal controls and entity level controls, disclosure review, and other analytics; (ii) the complexity in accounting for multi-phase real estate development projects, subsidiaries and potential variable interest entities, such that the Company will need to perform an assessment of the size and skills of the accounting function, as well as update the related policies and procedures and controls which will require additional training or staff; and (iii) accounting for stock based compensation.

~~SIGNATURES~~MGO did not issue a report on the Company’s consolidated financial statements for the year ended March 31, 2017. The report of MGO on the Company’s consolidated financial statements as of and for the year ended March 31, 2016, and 2015 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on the Company’s consolidated financial statements as of and for the year ended March 31,2016 contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.

~~Pursuant~~The toCompany ~~the~~has provided ~~requirements~~MGO with a copy of the disclosures in this Current Report on Form 8-K and has requested that MGO furnish the Company with a letter addressed to the Securities and Exchange ~~Act~~Commission ofstating ~~1934~~whether or not MGO agrees with and, if not, stating the ~~registrant~~respects ~~has~~in which ~~duly~~MGO ~~caused~~does not agree with, the Company’s statements in this ~~report~~Item 4.01, which the Company has made in response to beItem 304(a) ~~signed~~of onRegulation ~~its~~S-K ~~behalf~~promulgated byunder the Exchange Act. A copy of the letter furnished by MGO in response to that request ~~undersigned~~is ~~hereunto~~filed ~~duly~~as ~~authorized~~Exhibit 16.1 to this Current Report on Form 8-K.

Dated: February 23, 2017	AINA LE’A, INC.
	By:	/s/ Robert Wessels
		Name: Robert Wessels
		Title: Chief Executive Officer

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~~-3-~~Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number		Description

16.1		Letter from Macias Gini & O’Connell LLP to the Securities and Exchange Commission, dated June 30, 2017

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SIGNATURES

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

Dated: June 30, 2017	AINA LE’A, INC.

	By:	/s/ Robert Wessels
		Name: Robert Wessels
		Title: Chief Executive Officer

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Filing Compare · Aina Le'a Inc.