AINA LE'A INC. (AINA) IPO

We estimate that the net proceeds from our sale of          shares of common
stock in this offering at an assumed initial public offering price of $
per share, the midpoint of the price range set forth on the front cover of this
prospectus, after deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us, will be approximately $ 
million, or $       million if the underwriters’ overallotment option is
exercised in full. A $1.00 increase (decrease) in the assumed initial public
offering price would increase (decrease) the net proceeds to us from this
offering by $           million, assuming the number of shares offered by
us, as set forth on the front cover of this prospectus, remains the same and
after deducting the estimated underwriting discounts and commissions.  We will
not receive any proceeds from the sale of common stock by the selling
stockholders.
 
The principal purposes of this offering are to increase our capitalization and
financial flexibility, increase our visibility in the marketplace and create a
public market for our common stock. As of the date of this prospectus, we cannot
specify with certainty all of the particular uses for the net proceeds to us of
this offering. However, we currently intend to use the net proceeds we receive
from this offering primarily for general corporate purposes, including working
capital, sales and marketing activities, real estate development and
construction, general and administrative matters, and capital expenditures. We
may also use a portion of the net proceeds to acquire approximately 1,000 acres
of real property in Hawaii for development that we currently hold an option to
purchase. We will have broad discretion over the uses of the net proceeds in
this offering. Pending these uses, we intend to invest the net proceeds from
this offering in short-term, investment-grade interest-bearing securities such
as money market accounts, certificates of deposit, commercial paper and
guaranteed obligations of the U.S. government.

We believe there are only limited barriers to entry in our business. Current and
future competitors may have more resources than we have. Our programs face
competition generally from REITs, institutional pension plans and other public
and private real estate companies and private real estate investors for the
acquisition of properties and for raising capital to create programs to make
these acquisitions. In transaction services, we face competition with other real
estate firms in the acquisition and disposition of properties, and we also
compete with other sponsors of real estate investor programs for investors to
provide the capital to allow us to make these investments. We also compete
against other real estate companies who may be chosen by a broker-dealer as an
investment platform instead of us. In management services, we compete with other
properties for viable investors for our programs’ properties. We also believe
that our broker dealers compete, or will compete, with institutions that provide
or arrange for other types of financing through private or public offerings of
equity or debt and from traditional bank financings.

Real estate development is a highly competitive business. We compete with
numerous developers, builders and others for the acquisition of
property.  Currently, we are unaware of any companies that engage in the land
syndication business in Hawaii at this time. However, there can be no assurance
that companies will not begin engaging in this business in Hawaii, and as we
attempt to expand our operations we will certainly be competing with other
business ranging from large multinational corporations to small start up
business such as ourselves.

Many of our competitors may have longer operating histories, better brand
recognition and greater financial resources than we do. To successfully compete
in our industry we will need to:

. Ensure that investments in our projects are affordable;

. That we only invest in properties in well-priced locations;

. That our investment strategy is simple to understand; and

. That we provide outstanding customer service and rigid integrity in our       
  business dealings. 

However, there can be no assurance that even if we do these things we will be
able to compete effectively with the other companies in our industry. We believe
that we have the required management expertise in sourcing properties with good
development potential and affordable price.

We are committed to work and communicate with our investors and sales
consultants to identify their goals and needs which will make it easier to
continually provide them with the best products and services.