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    ATTORNEYS
                                                                      AT LAW

        Miami
        Tower

        100
        S.E. Second Street | Suite 4200

        Miami,
        Florida 33131-2113

        P.O.
        Box 019101 | Miami, Florida 33101-9101

        305.530.0050
        | fax 305.530.0055

        www.carltonfields.com

    June
    6, 2012
    Atlanta

Miami

        Orlando

        St.
        Petersburg

        Tallahassee

        Tampa

        West
        Palm Beach

        VIA
        EDGAR AND

        FEDERAL
        EXPRESS

Larry
Spirgel

Assistant
Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street NE

Washington,
D.C. 20549

    Re:
    Trunity Holdings, Inc.
    (the “Company”)

    Current Report on Form 8-K

    Filed January 31, 2012

    File No. 0-53601

Dear
Mr. Spirgel:

The
following sets forth the comments made in your letter dated May 16, 2012, and the Company’s response to the comments. The
Company will file an amended Form 8-K via EDGAR today.

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 beginning 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 Section14A(a) and (b) of the Securities Exchange Act of 1934; and

    •
    State your election
    under Section 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 Section107(b), include a statement that the election is irrevocable; or

Larry
Spirgel

Securities
and Exchange Commission

Division
of Corporation Finance

June
6, 2012

Page
2

    o
    If
    you have elected to use the extended transition period for complying with new or revised accounting standards 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 apply to private companies.
    Please state in your risk factor 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 accounting policy disclosures.

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

The
Company will provide the requested disclosure, including statement of its opt out election under Section 107(b) of the JOBS Act,
in the amended Form 8-K.

*
* * *

The
Company acknowledges that:

    -
    The Company is responsible
    for the adequacy and accuracy of the disclosure in the filings;

    -
    Staff comments or changes to disclosure
    in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    -
    The Company may not assert staff comments
    as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
    We trust that the foregoing is responsive to the Staff’s comments.

Should
you have any additional questions or comments, please do not hesitate to contact me at (305) 530-4026. Thank you for your assistance.

    Sincerely,

     /s/ Robert B. Macaulay

    Robert B. Macaulay

    cc:
    Terry Anderton