On January 24, 2012, Trunity Holdings, Inc. ("THI" or the "Company"), Trunity, Inc. ("Trunity") and Trunity Acquisition Corporation ("TAC"), a wholly-owned subsidiary of THI, all Delaware corporations, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on January 24, 2012, TAC merged with and into Trunity, with Trunity remaining as the surviving corporation and a wholly-owned subsidiary of THI (the "Merger"). As consideration for the Merger, as of the closing of the Merger, (i) each of the 961,974 shares of common stock of THI owned by Trunity was cancelled, (ii) each issued and outstanding share of common stock of Trunity was converted into the right to receive one share of the common stock of THI; and
(iii) each share of TAC was converted into one share of Trunity common stock. As a result of the Merger, the former shareholders of Trunity hold 99% of the common stock of THI. A copy of the Merger Agreement is attached hereto as Exhibit 10.01 and is incorporated into this Item by reference.

In order to facilitate the reverse merger transaction, immediately prior to execution of the Merger Agreement, Trunity acquired a 90.1% interest in Brain Tree International, Inc., a Utah corporation ("BTI"), pursuant to a Stock Purchase Agreement with the three principal shareholders of THI, as a result of which Trunity acquired 961,974 BTI shares for the price of $325,000 plus 325,000 shares of Trunity common stock. As part of the transaction, on January 24, 2012, immediately prior to the Merger, BTI reincorporated in Delaware and changed its name from Brain Tree International, Inc. to Trunity Holdings, Inc. Pursuant to the reincorporation, 105,064 minority shares of BTI automatically converted into the same number of shares of THI.

In connection with the Merger, the following individuals were appointed to their respective positions with THI set forth beside their names below:

Name                              Title
Terry B. Anderton                 Chief Executive Officer, President, Chief
                                  Financial Officer, Treasurer, Director
Dr. Joakim Lindblom               Executive Vice President, Chief Technology
                                  Officer, Secretary, Director
David Breukelman                  Director
Jude Blake                        Director
Chris Outwater                    Director

Biographical and other information on Messrs. Anderton, Lindblom, Breukelman and Outwater and Ms. Blake is set forth in the section entitled "Directors and Executive Officers" of the Form 10 disclosure.

Item 2.01(f) of Form 8-K provides that if a registrant reporting a transaction
under Item 2.01 was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act), in connection with such transaction the registrant must . . .

Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated by reference into this section.

In connection with the Merger, on January 24, 2012, THI issued an aggregate of 33,231,037 shares of common stock to the stockholders of Trunity in exchange for their common shares at the ratio of one share of THI common stock for each share of Trunity common stock. These issuances were made pursuant to an exemption from registration requirements under Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated by reference into this section.

(a) Previous Independent Accountants

On January 24, 2012, upon closing of the Merger, the Board of Directors of the Company approved changing the Company's independent registered public accounting firm from Madsen & Associates CPAs, Inc., Murray, Utah ("Madsen") to Cherry, Bekaert & Holland, L.L.P., Fort Lauderdale, Florida ("CBH"). The dismissal of Madsen, as approved by the Company's Board of Directors, was effective immediately.

Madsen's reports on the Company's financial statements for the fiscal years ended June 30, 2010 and 2011, and for the period from July 26, 1983 (date of inception) to June 30, 2011 contained no adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principle.

During the Company's fiscal years ended June 30, 2010 and 2011 and through January 24, 2012, there were no disagreements between the Company and Madsen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Madsen, would have caused Madsen to make reference thereto in its report on the financial statements for such years.

During the Company's fiscal years ended June 30, 2010 and 2011 and through January 24, 2012, there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided a copy of the disclosures above to Madsen and requested Madsen to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Madsen agrees with the foregoing statements and, if not, the respects in which it disagrees. A copy of the letter from Madsen to the Securities and Exchange Commission is filed as Exhibit 16.1 to this Current Report.

(b) New Independent Accountants

On January 24, 2012, the Company engaged CBH as its independent registered public accounting firm for the Company's fiscal year ended June 30, 2012.

During the years ended June 30, 2010 and 2011 and the subsequent interim period through January 24, 2012, the Company did not consult with CBH regarding either
(i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K, or a reportable event as that term is used in Item 304(a)(1)(v) of Item 304 of Regulation S-K.

Reference is made to the disclosure set forth under Item 1.01 and 3.02 of this Report, which disclosure is incorporated herein by reference.

As a result of the closing of the Merger, the former shareholders of Trunity, Inc., own 99% of the total outstanding shares of THI capital stock and 99% of the total voting power of all of THI's outstanding voting securities. In addition, Trunity's officers and directors became THI's officers and directors.

Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated by reference into this section.

As a result of the completion of the Merger, the Company is no longer a shell company, as that term is defined in Rule 12b-2 under the Exchange Act. Reference is made to the disclosure set forth under Item 1.01 of this report, which disclosure is incorporated by reference into this section.

In connection with the closing of the Merger, the Company changed the address of its corporate headquarters from 1390 South 1100 East #204, Salt Lake City, Utah 84105 to 15 Green Street, Newburyport, Mass 01950. Additionally, on January 25, 2012, the Company issued a press release announcing the completion of the Merger, a copy of which is attached as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2012.

(a) Financial Statements of Business Acquired.

Trunity, Inc. audited financial statements for the period from inception through December 31, 2010

Trunity, Inc. unaudited financial statements as of and for the year ended December 31, 2011, and for the period from inception through December 31, 2011

(b) Pro-Forma Financial Information.

Unaudited pro-forma condensed financial statements combining Trunity, Inc. and Brain Tree International, Inc. as of December 31, 2011, for the years ended December 31, 2011 and 2010, and for the period from inception through December 31, 2011

Exhibits.

Exhibit
Number    Exhibit Description

10.1      Certificate of Incorporation of Trunity Holdings, Inc. dated as of
          January 18, 2012

10.2      Bylaws of Trunity Holdings, Inc.

10.3      Stock Purchase Agreement between dated as of January 24, 2012 by and
          among George Norman, Donna Norman, Lane Clissold, Trunity Holdings,
          Inc. and Trunity, Inc.

10.4      Agreement and Plan of Merger, dated as of January 24, 2012 by and among
          Brain Tree International, Inc. and Trunity Holdings, Inc. (Nonmaterial
          schedules and exhibits identified in the Agreement and Plan of Merger
          have been omitted pursuant to Item 601b.2 of Regulation S-B). The
          Company agrees to furnish supplementally to the Commission upon request
          by the Commission a copy of any omitted schedule or exhibit(s).)

10.5      Agreement and Plan of Merger, dated as of January 24, 2012 by and among
          Trunity Holdings, Inc., Trunity, Inc. and Trunity Acquisition
          Corporation (Nonmaterial schedules and exhibits identified in the
          Agreement and Plan of Merger have been omitted pursuant to Item 601b.2
          of Regulation S-B). The Company agrees to furnish supplementally to the
          Commission upon request by the Commission a copy of any omitted
          schedule or exhibit(s).)

16        Letter from Madsen & Associates CPA's, Inc. to Securities and Exchange
          Commission, dated January 26, 2012

21        Subsidiaries of the Company

99.1      Trunity, Inc. audited financial statements for the period from
          inception through December 31, 2010

99.2      Trunity, Inc. unaudited financial statements as of and for the year
          ended December 31, 2011, and for the period from inception through
          December 31, 2011

99.3      Unaudited pro-forma condensed financial statements combining Trunity,
          Inc. and Brain Tree International, Inc. as of December 31, 2011, for
          the years ended December 31, 2011 and 2010, and for the period from
          inception through December 31, 2011