SecProbe.io

CORRESP
 1
 filename1.htm

 May 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 Mitesco, Inc.

 Registration Statement on Form S-1, as amended

 (File No. 333-286619)

 Acceleration Request

 Requested Date: May 14, 2025

 Requested Time: 4:30 p.m., Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), Mitesco, Inc. (the “Company”) requests that the above-referenced
Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the
“Commission”) at the “Requested Date” and “Requested Time” set forth above or at such later time as
the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please call Joel Mayersohn of
Dickinson Wright PLLC at 954-991-5426 to confirm the effectiveness of the Registration Statement or with any questions.

 Very truly yours,

 Mitesco, Inc.

 By:
 /s/ Mack Leath

 Name:
 Mack Leath

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Mitesco,
Inc.

 505
Beachland Blvd., Suite 1-377

 Vero
Beach, Florida 32963

 May
7, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Mitchell
 Austin

 Re:
 Mitesco,
 Inc.

 Registration
 Statement on Form S-1

 Filed
 April 18, 2025

 File
 No. 333-286619

 Dear
Mr. Austin:

 By
letter dated April 30, 2025, the staff (the " Staff ," " you " or " your ") of the
Division of Corporation Finance of the U.S. Securities & Exchange Commission (the " Commission ") provided Mitesco,
Inc. (the " Company ," " we ," " us " or " our ") with its comments
to the Company's Form S-1 (File No. 333-286619) filed on April 18, 2025 (the " Registration Statement "). We are
in receipt of your letter and set forth below are the Company's responses to the Staff's comments. In response to the comments
and to update certain information in the Registration Statement, the Company is filing Amendment No. 1 (the " Amendment ")
to the Registration Statement on Form S-1 with the Securities and Exchange Commission. For your convenience, the comments are listed
below, followed by the Company's responses.

 Registration
Statement on Form S-1

 General

 1. We
note that your common stock is quoted on the Pink Market. On page 6, you disclose that the selling stockholders may offer or sell the
shares covered by this registration statement through public or private transactions at prevailing market prices, at prices related to
prevailing market prices or at privately negotiated prices. Please note that an at-the-market resale offering under Rule 415 is not available
for registrants quoted on the Pink Market, because the Pink Market is not an established trading market for purposes of satisfying Item
501(b)(3) of Regulation SK. Please revise here and elsewhere to disclose a fixed price at which the selling shareholders will offer and
sell their shares until your shares are listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB,
at which time they may be sold at prevailing market prices.

 RESPONSE:
The Company has revised its disclosure on page 6 of the registration statement and elsewhere to indicate that the selling stockholders
will offer or sell the shares covered by this registration statement at a fixed price of $4.00 per share so long as the Company's
stock is traded on OTC Pink Market.

 Exhibits

 2. The
auditor consent filed as Exhibit 23.1 states that the auditor consents to the use of its report dated March 31, 2025, relating to its
audit of the company "for the period January 1 to December 31, 2024." Please file a revised auditor consent that clarifies
that the referenced audit report covers to the audit of the company for the periods of January 1, 2023 to December 31, 2023 and January
1, 2024 to December 31, 2024.

 RESPONSE:
The Company has filed a revised auditor consent as Exhibit 23.1 indicating that its audit report dated March 31, 2025 covers the
fiscal years ended December 31, 2023 and December 31, 2024.

 Signatures,
page 62

 3. We
note that the text of the Signatures section includes a reference to the requirements of the Securities Exchange Act of 1934. Please
revise this reference to refer to the requirements of the Securities Act of 1933.

 RESPONSE:
The Company has corrected the references to Securities Act of 1933, on the signature page of the registration statement.

 Thank
you for your assistance in reviewing the Amendment.

 Sincerely,

 /s/
 Mack Leath

 Mack
 Leath
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Mack Leath
Chief Executive Officer
Mitesco, Inc.
505 Beachland Blvd., Suite 1-377
Vero Beach, Florida 32963

 Re: Mitesco, Inc.
 Registration Statement on Form S-1
 Filed April 18, 2025
 File No. 333-286619
Dear Mack Leath:

 We have conducted a limited review of your registration statement and
have the
following comments..

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We note that your common stock is quoted on the Pink Market. On page 6,
you
 disclose that the selling stockholders may offer or sell the shares
covered by this
 registration statement through public or private transactions at
prevailing market
 prices, at prices related to prevailing market prices or at privately
negotiated
 prices. Please note that an at-the-market resale offering under Rule 415
is not
 available for registrants quoted on the Pink Market, because the Pink
Market is not an
 established trading market for purposes of satisfying Item 501(b)(3) of
Regulation S-
 K. Please revise here and elsewhere to disclose a fixed price at which
the selling
 shareholders will offer and sell their shares until your shares are
listed on a national
 securities exchange or quoted on the OTC Bulletin Board, OTCQX, or
OTCQB, at
 which time they may be sold at prevailing market prices.
 April 30, 2025
Page 2

Exhibits

2. The auditor consent filed as Exhibit 23.1 states that the auditor
consents to the use of
 its report dated March 31, 2025, relating to its audit of the company
"for the period
 January 1 to December 31, 2024." Please file a revised auditor consent
that clarifies
 that the referenced audit report covers to the audit of the company for
the periods of
 January 1, 2023 to December 31, 2023 and January 1, 2024 to December 31,
2024.
Signatures, page 62

3. We note that the text of the Signatures section includes a reference to
the requirements
 of the Securities Exchange Act of 1934. Please revise this reference to
refer to the
 requirements of the Securities Act of 1933.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Joel D. Mayersohn
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

John Mitchell
Director
Mitesco, Inc.
505 Beachland Blvd., Suite 1-377
Vero Beach, Florida 32963

 Re: Mitesco, Inc.
 Schedule 13D filed January 29, 2025 by John Mitchell
 File No. 005-86722
Dear John Mitchell:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 29, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 December 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the December 31, 2024 event date, the Schedule 13D
submitted on
 January 29, 2025 was not timely filed. Please advise us why the Schedule
13D was
 not filed within the required five business days after the date of the
acquisition.
2. The cover page of the above-captioned Schedule 13D indicates that
December 31,
 2024 was the date of the event that required this filing to have been
made. Please
 advise us how this date was determined.
Item 5, page 1

3. We note your disclosure of "[n]one other than the transactions described
in this
 March 11, 2025
Page 2

 Scheduled 13D" in Item 5(c) of the Schedule 13D. Please revise to
provide the
 requisite disclosure with respect to all transactions in the securities
between the
 deadline for timely filing the Schedule 13D and the actual filing of the
Schedule 13D,
 including the acquisition of Common Stock on November 24, 2024. In
amending the
 Schedule 13D to include the required disclosures, please be advised that
the
 Instruction to Item 5(c) requires the beneficial owner to "describe," at
a minimum, the
 following: "(1) The identity of the person covered by Item 5(c) who
effected the
 transaction; (2) the date of transaction; (3) the amount of securities
involved; (4) the
 price per share or unit; and (5) where and how the transaction was
effected."
 We remind you that the filing person is responsible for the accuracy
and adequacy of
his disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

	mitesco20210429_corresp.htm

Mitesco, Inc.

601 Carlson Parkway

Suite 1050

Minnetonka, MN 55305

(844) 383-8689

April 29, 2021

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sonia Bednarowski

			Re:

			Mitesco, Inc.

			Registration Statement on Form S-1

			File No: 333-255522

Ladies and Gentlemen:

Mitesco, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-255522), to become effective on Monday, May 3, 2021 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes its counsel, Leslie Marlow, Esq. or Hank Gracin, Esq. of Gracin & Marlow, LLP, to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 496-2223 or (516) 457-4238 or Mr. Gracin at (561) 237-0804 with any questions you may have concerning this request, and please notify them when this request for acceleration has been granted.

			Very truly yours,

			MITESCO, INC.

			By:

			/s/ Lawrence Diamond

			Name:

			Lawrence Diamond

			Title:

			Chief Executive Officer

			cc:

			Leslie Marlow, Esq., Gracin & Marlow, LLP

United States securities and exchange commission logo
April 29, 2021
Lawrence Diamond
Chief Executive Officer
Mitesco, Inc.
601 Carlson Parkway
Suite 1050
Minnetonka, MN 55305
Re:Mitesco, Inc.
Registration Statement on Form S-1
Filed April 27, 2021
File No. 333-255522
Dear Mr. Diamond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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

DIVISION OF
  CORPORATION FINANCE

 June 7, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in response to our co mments do not foreclose the Commission from
taking any action with respect to the company or the filing and the company may not assert
staff comments as a defense in any proceed ing initiated by the Commission or any person
under the federal securities laws of the Un ited States.  We urge all persons who are
responsible for the accuracy and adequacy of the di sclosure in the filing to  be certain that the
filing includes the information the Securities Exchange Act of  1934 and all applicable rules
require.

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

CORRESP
1
filename1.htm

    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

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

CORRESP
1
filename1.htm

May 9, 2012

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 March 21, 2012, and the Company’s response to each of the comments in the order set
forth in that letter. The Company will file an amended Form 8-K via EDGAR today.

Forward-Looking Statements, page 13

    1.
    We note your response to comment 9 in our letter dated February 23, 2012, and we reissue that comment. Because you are an issuer of penny-stock, the safe harbor in Section 21E of the Securities Exchange Act does not apply to you. Please revise to delete all mention of Section 21E.

    The reference to Section 21E has been deleted.

Security Ownership of Certain Beneficial
Owners and Management, page 17

    2.
    We note your response to comment 11 in our letter dated February 23, 2012. It is not clear where the changes to the disclosure were made in response to this comment. Furthermore, it appears from your response and from footnote 1 to the beneficial ownership table that Mr. Les Anderton should be listed as the beneficial owner of the shares pertaining to Aureus Investments. Please revise the table accordingly or clarify in your response to us why this change is not appropriate under the beneficial ownership rules. Also tell us in your response how you arrived at the number 7,247,683 in the third paragraph of this section.

Larry Spirgel

Securities and Exchange Commission

Division of Corporation Finance

May 9, 2012

Page 2

The language of the beneficial
ownership table and “Certain Relationships and Related Transactions” has been revised to specify the shares beneficially
owned by Debra Anderton, directly and through an LLC owned by her trust (as to which her husband Les Anderton disclaims beneficial
ownership). The figure 7,247,683, now deleted, represented all shares beneficially owned by Debra Anderton or Les Anderton.

Certain Relationships and Related Transactions,
and Director Independence

    3.
    We note your response to comment 14 in our letter dated February 23, 2012. Please revise to clarify what definition of independence has been used to determine the independence of your directors. Refer to Item 407(a)(1)(ii).

We have revised our disclosure
to provide the requested definition.

Please note that the Amended
Form 8-K filed today will also include Trunity, Inc.’s audited financial statements for the fiscal year ended December 31,
2011, as requested in item 1 of your letter dated February 23, 2012.

* * * *

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

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

       DIVISION OF
CORPORATION FINANCE

 April 26, 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. 1 to Current Report on Form 8-K   Filed March 13, 2012   File No. 0-53601

Dear Mr. Anderton:
We issued comments to you on the above captioned filing on March 21, 2012.  As of the
date of this letter, these comments remain outst anding and unresolved.  We  expect you to contact
us by May 9, 2012 to provide a substantive respon se to these comments or to advise us why you
are unable to respond and when you will be able to do so.    If you do not respond to the outstanding co mments or contact us by May 9, 2012, we
will, consistent with our oblig ations under the federal securities laws, decide on how we will
seek to resolve material outstanding comments a nd complete our review of your filings and your
disclosure.  Among other things, we may decide  to release publicly, through the agency’s
EDGAR system, all correspondence, including this letter, relating to the review of your filings,
consistent with the staff’s decision to releas e publicly comment letters  and response letters
relating to disclosure filings it has reviewed.  You can find more  information about the staff’s
decision to release filing correspondence at http://www.sec.gov/news/press/2004-89.htm
 and
http://www.sec.gov/news/press/2005-72.htm .

You may contact Michael Hende rson, Staff Accountant, at (202) 551-3364 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Gregory Dundas, Attorney-Advisor,  at (202) 551-3436, Paul  Fischer, Attorney-Advisor, at (202)
551-3415, or me at (202) 551-3810 with any other questions.

Sincerely,  /s/ Carlos Pacho for

Larry Spirgel Assistant Director

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

DIVISION OF
  CORPORATION FINANCE

 March 21, 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. 1 to Current Report on Form 8-K   Filed March 13, 2012   File No. 0-53601

Dear Mr. Anderton:

We have reviewed your amended 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.

Forward-Looking Statements, page 13

1. We note your response to comment 9 in our  letter dated February 23, 2012, and we
reissue that comment.  Because you are an issuer of penny-stock, the safe harbor in
Section 21E of the Securitie s Exchange Act does not appl y to you.  Please revise to
delete all mention of Section 21E.
 Security Ownership of Certain Benefi cial Owners and Management, page 17

2. We note your response to comment 11 in our le tter dated February 23, 2012.  It is not
clear where the changes to the disclosure were made in response to this comment.  Furthermore, it appears from your response and from footnote 1 to the beneficial ownership table that Mr. Les Anderton should be listed as the beneficial owner of the

Terry B. Anderton
Trunity Holdings, Inc. March 21, 2012
Page 2

 shares pertaining to  Aureus Investments.   Please revise the table accordingly or
clarify in your response to us why this ch ange is not appropriate  under the beneficial
ownership rules.  Also tell us in you r response how you arrived at the number
7,247,683 in the third paragra ph of this section.
Certain Relationships and Related Tran sactions, and Dir ector Independence
 3. We note your response to comment 14 in our letter dated February 23, 2012.  Please
revise to clarify what defi nition of independence has b een used to determine the
independence of your directors.  Refer to Item 407(a)(1)(ii).
  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 /  L a r r y  S p i r g e l
Larry Spirgel Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

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

Atlanta

Miami

Orlando

St. Petersburg

Tallahassee

Tampa

West Palm Beach

March 13, 2012

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 February 23, 2012, and the Company’s response to each of
the comments in the order set forth in that letter. The Company will file an amended Form 8-K via EDGAR today
(“Form 8-K/A”).

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.

Per our discussions with the Commission’s Accounting Staff, the Company will file an amended Form 8-K to include the audited financial statements of Trunity Inc. for the fiscal year ended December 31, 2011; however, this amendment will not be filed until the audited financial statements are completed, which we believe will be near the end of this month. The Form 8-K/A filed today will include all of the other revised disclosure requested by the Commission.

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 function. 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.

Larry Spirgel

Securities and Exchange Commission

Division of Corporation Finance

March 13, 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 material terms of your fee structures.

4.

We note the phrase on page 5, “when our products are fully launched.” In your discussion of your products, distinguish clearly 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 and services can be distinguished from those of your competitors. Avoid describing your products as “innovative” or “unique” without fully providing the 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.

The business section has been substantially revised in accordance with your comments, and this revised disclosure is included in the Form 8-K/A filed today.

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.

The Form 8-K/A reflects amended language confirming that the Company has included all material risks.

Need for Additional Funds, page 5

8.

Revise to describe with greater specificity the current need for funds and how soon that need will become critical.

The subject risk factor has been revised as requested in the Form 8-K/A.

Forward-looking Statements, page 10

9.

Please remove your reference to the safe harbor 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-looking statements because you are an issuer of penny stock. Refer to Section 21E(b)(1)(B) of the Securities Exchange Act.

This correction has been made in the Form 8-K/A.

Larry Spirgel

Securities and Exchange Commission

Division of Corporation Finance

March 13, 2012

Page 3

Management’s Discussion and Analysis, page 10

10.

Please discuss the extent to which the company is or is not a fully operating company. We note, for example, the statement at the top of page 5 that “the company has yet to generate any significant revenues, and the 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 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.

The Overview language has been substantially amended in the Form 8-K/A in response to your comments.

Security Ownership of Certain Beneficial 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.

The disclosure in the Certain Relationships and Related Transactions section of the Form 8-K/A has been revised to clarify the shares beneficially owned by Dr. Lindblom directly and through options, as well as the shares beneficially owned by Les V. Anderton and by his wife Debra.

Directors and Executive Officers, page 15

12.

Please revise the discussion of Dr. Lindblom’s business experience to clarify his activities during the past five years or longer, providing dates as appropriate.

Dr. Lindblom’s business experience has been clarified in the form 8-K/A.

Larry Spirgel

Securities and Exchange Commission

Division of Corporation Finance

March 13, 2012

Page 4

13.

Please provide the information required by Item 401(e) of Regulation S-K regarding the qualifications and attributes that led to your determination that the individual should serve on your board of directors.

The requested information has been provided in the director biographies in the Form 8-K/A.

Certain Relationships and Related Transactions, and Director Independence, page 17

14.

Please provide the disclosure required in Item 407(a) of Regulation S-K regarding director independence.

The requested disclosure has been provided in the Form 8-K/A.

* * * *

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

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