SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

 February 23, 2012
 Via E-mail

Terry B. Anderton Chief Executive Officer and Chief Financial Officer Trunity Holdings, Inc. 15 Green Street Newburyport, Massachusetts 01950
Re: Trunity Holdings, Inc.
  Current Report on Form 8-K   Filed January 31, 2012   File No. 0-53601

Dear Mr. Anderton:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 General

1. Please amend your Form 8-K to include the audited financial statements of Trunity
Inc. for the fiscal year ended December 31, 2011.  See Rule 8-08 of Regulation S-X.
 Business, page 3

 2. Please expand your discussion of the company’ s business to give the reader a more
complete and detailed idea of the nature of your business.  In particular, describe in
greater detail how your products actually f unction.  Distinguish between products and
services.  Discuss the specific sources and types of revenue you receive.  Describe
your current and potential customer  base in greater detail.

Terry B. Anderton
Trunity Holdings, Inc. February 23, 2012
Page 2

 3. Please explain in greater detail how your content may be shared on a “per-
permission/policy/fee basis” via Trunity ’s integrated publishing and ecommerce
infrastructure.” Please describe the ma terial terms of your fee structures.

4. We note the phrase on page 5, “when our pr oducts are fully launched.”  In your
discussion of your products, distinguish cl early between those products that are
currently being produced , marketed and sold, and those that are in the pre-production
stage.
 5. Where possible, discuss how your products a nd services can be distinguished from
those of your competitors.  Avoid describing your products as “innovative” or “unique” without fully providing th e basis for those descriptions.
 6. Discuss more fully the nature of your partnerships with the NSF, the NAS and the
other organizations you include in paragraph one of  this section.
 Risk Factors, page 4

 7. We note in your introductory paragraph the statement that this section describes
some, but not all, of the risks and uncertainties  you face. Please revise to  confirm that
you have included all material risks.
 Need for Additional Funds, page 5

 8. Revise to describe with greater specific ity the current need for funds and how soon
that need will become critical.
 Forward-looking Statements, page 10

9. Please remove your reference to the safe har bor in Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.  The safe harbor
provided does not apply to your forward-look ing statements because you are an issuer
of penny stock.  Refer to Section 21E(b)(1 )(B) of the Securities Exchange Act.
 Management’s Discussion and Analysis, page 10

 10. Please discuss the extent to which the compa ny is or is not a fully operating company.
We note, for example, the statement at the t op of page 5 that “the company has yet to
generate any significant revenues, and th e commercial value of its products and
services is uncertain.”  To the extent that  the company (or certain product lines) are in
full production, clarify why the company has not generated significant revenues, and

Terry B. Anderton
Trunity Holdings, Inc. February 23, 2012
Page 3

 explain, in appropriate detail , your business plan, including what steps you expect to
take and the timing of those steps in order for the company to reach profitability.
 Security Ownership of Certain Benefi cial Owners and Management, page 14

 11. We note significant differences between the disclosure on page 17 regarding the
number of shares owned and controlled  by Les V. Anderton and Joakim Lindblom
and their holdings listed in the beneficial ownership table on page 14.  Please revise
or advise.
Directors and Executive Officers, page 15

 12. Please revise the discussion of Dr. Lindbl om’s business experience to clarify his
activities during the pa st five years or longer, pr oviding dates as appropriate.
 13. Please provide the information required by Item 401(e) of Regulation S-K regarding
the qualifications and attribut es that led to your determination that the individual
should serve on your board of directors.
 Certain Relationships and Related Transact ions, and Director I ndependence, page 17

 14. Please provide the disclosure required in Item 407(a) of Regulation S-K regarding
director independence.
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that
  the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion with respect to the filing; and
 the company may not assert staff comments as defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Michael He nderson, Staff Accountant, at (202) 551-3364 or Terry
French, Accountant Branch Chief, at (202) 551-3828 if you have quest ions relating to the
financial statements.  Please contact Gregory Dundas, Attorn ey-Advisor, at (202) 551-3436,

Terry B. Anderton
Trunity Holdings, Inc. February 23, 2012
Page 4

 Paul Fischer, Attorney-Advisor, at (202) 551- 3415, or me at (202) 551-3810 with any other
questions.

Sincerely,
         / s /  L a r r y  S p i r g e l
Larry Spirgel Assistant Director