SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

 May 16, 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.
  Amendment No. 2 to Current Report on Form 8-K   Filed May 9, 2012   File No. 0-53601

Dear Mr. Anderton:

We have reviewed your amended filing a nd have the following comment.  Please
respond to this letter by amendi ng your filing and providing the requested information.  If
you do not believe our comment applies to your f acts and circumstances or do not believe an
amendment is appropriat e, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.   General

 1. Since you appear to qualify as an “emerging growth company” as defined in the
Jumpstart Our Business Startups Act, please disclose in the begi nning of your Current
Report  on Form 8-K that you are an emerging growth company and revise your
Current Report  on Form 8-K to:

 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions  that are available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:
o If you have elected to opt out
 of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or

Terry B. Anderton
Trunity Holdings, Inc. May 16, 2012
Page 2

 o If you have elected to use the extend ed transition period for complying
with new or revised accounting standa rds under Section 102(b)(1), provide
a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective dates
for public and private companies until those standards a pply to private
companies.  Please state in your risk fact or that, as a result of this election,
your financial statements may not be comparable to companies that comply with public company effective dates.  Include a similar statement in your critical account ing policy disclosures.

In addition, consider describing the extent  to which any of these exemptions are
available to you as a Sm aller Reporting Company.
  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.

Please contact Gregory Dundas, Attorney-A dvisor, at (202) 551-3436, Paul Fischer,
Attorney-Advisor, at (202) 551-3415, or me  at (202) 551-3810 with any questions.

Sincerely,
         / s /  K a t h l e e n  K r e b s ,  f o r
Larry Spirgel Assistant Director