The accompanying Notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

TRUNITY HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statement of Changes in Stockholders’ Deficit

(Unaudited)

	Common Stock				Additional Paid-in		Accumulated Other Comprehensive		Retained			Total Stockholders’
	Shares		Amount		Capital		Gain		Earnings			(Deficit) Equity
Balance as of December 31, 2013		46,697,891	$	4,670	$	12,396,355	$	3,649	$	(12,738,022	)	$	(333,348	)

Sale of common stock, net issuance costs		286,364		29		44,971							45,000

Warrants issued for services						20,752							20,752

Employee stock-based compensation						176,321							176,321

Foreign currency translation gain								9,882					9,882

Net loss										(1,124,011	)		(1,124,011	)

Balance as of March 31, 2014		46,984,255	$	4,699	$	12,638,399	$	13,531	$	(13,862,033	)	$	(1,205,404	)

The accompanying Notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

TRUNITY HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
	2014			2013
Cash Flows from Operating Activities:
Net Loss	$	(1,124,011	)	$	(773,446	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		136,516			120,165
Stock compensation expense		176,321			97,004
Accretion for debt discounts and issuance costs		65,899			86,981
Shares issued as a conversion of payables		—			57,499
Shares issued in exchange for services		20,752			1,144
Changes in operating assets and liabilities:
Accounts receivable		790			(25,117	)
Prepaid expenses and other assets		(8,407	)		—
Accounts payable		151,099			64,234
Accrued interest and other liabilities		(61,086	)		87,146
Deferred revenue		(17,001	)		113,900
Deferred rent		1,884			(2,536	)
Net Cash Used in Operating Activities	$	(657,244	)	$	(173,026	)

Cash Flows from Investing Activities:
Purchase of fixes assets		—			(4,860	)
Payment of platform development costs		(136,460	)		(107,147	)
Net Cash Used in Investing Activities	$	(136,460	)	$	(112,007	)

Cash Flows from Financing Activities:
Proceeds from notes payable related parties		—			34,020
Repayments on notes payable related parties		(252	)		(14,903	)
Proceeds from issuance of convertible note payable		100,000			35,000
Sale of common stock, net of issuance costs		45,000			248,751
Net Cash Provided by Financing Activities	$	144,748		$	302,868

Net increase (decrease) in cash and cash equivalents		(648,956	)		17,835
Cash and cash equivalents, beginning of period		812,064			13,724
Cash and cash equivalents, end of period	$	163,108		$	31,559

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	$	9,603		$	—

The accompanying Notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

TRUNITY HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND NATURE OF OPERATIONS

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the ~~"Commission"~~“Commission”) for interim financial information. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States of America for complete financial statement presentation and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012~~2013 (the ~~"2012~~“2013 Annual ~~Report"~~Report”), filed with the Commission on April ~~16, 2013.~~15, 2014. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.

The accompanying consolidated financial statements include the accounts of Trunity Holdings, Inc. (“Trunity” or the “Company”) and its wholly owned subsidiary Trunity, Inc. (“Trunity, Inc.” or the “Company”), as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 and for the three ~~and nine~~ months ended ~~September 30, 2013~~March 31, 2014 and ~~2012.~~2013. All intercompany accounts have been eliminated in the consolidation. Certain amounts reported in prior periods have been reclassified to conform to the current presentation.

The Company is a Delaware corporation headquartered in Portsmouth, New Hampshire. The Company was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders to develop a cloud-based knowledge-sharing platform that focuses on e-learning, virtual textbooks, customer experience and the education marketplace. It has developed a collaborative knowledge management, publishing and education delivery platform which provides an end-to-end solution for the rapidly growing e-textbook, e-learning, enterprise training, and education marketplaces. As a result of the platform’s innovative multi-tenant cloud-based architecture, Trunity enables a unique integration of academic content with learning management systems. All content powered by Trunity is seamlessly integrated with learning management, social collaboration, standards and measurement tagging, real-time analytics, and royalty tracking functionality. The content is available to be purchased or shared via the Trunity Knowledge Exchange or within private communities powered by the Trunity platform.

On January 24, 2012, Trunity Holdings, Inc., Trunity, Inc. and Trunity Acquisition Corporation (“TAC”), a wholly-owned subsidiary of Trunity Holdings, Inc., 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, Inc., with Trunity, Inc. remaining as the surviving corporation and a wholly-owned subsidiary of Trunity (the “Merger”). 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). 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.

~~TRUNITY HOLDINGS, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND NATURE OF OPERATIONS - Continued~~

On March 20, 2013 the Company executed a five year licensing agreement with the Ukraine Government’s Open World National Project to use the Trunity eLearning Platform in exchange for a license fee of $400,000. Upon signing, the initial payment of $100,000 was received and the remaining payment of $300,000 was received in April 2013. The impact of this transaction was a $400,000 payment that was reflected in the Company’s ~~third quarter financial statements~~2013 Annual Report on Form 10-K for the period ended ~~September 30,~~December 31, 2013 as deferred revenue of ~~$332,850~~$315,850 for the portion representing the remaining professional hours and license term on the agreement. As of March 31, 2014, the remaining deferred revenue for this transaction represented $298,850.

TRUNITY HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND NATURE OF OPERATIONS – Continued

On June 5, 2013, the Company entered into a Memorandum of Understanding (“MOU”) with its new institutional investor, Pan-African Investment Company, LLC (“PIC”), whereby PIC will assist with the introduction and marketing of the Trunity eLearning Platform in African nations seeking to improve the quality of education for their citizens. Pursuant to the terms and conditions of the MOU, PIC has been granted a seven-year exclusive right to introduce Trunity’s products and services to the governments of each of the countries on the African continent with a goal of improving, modernizing and providing these countries with a sustainable education platform.

On January 21, 2014, the Company entered into a Memorandum of Understanding (“MOU”) with Houghton Mifflin Harcourt (NASDAQ:HMHC) (HMH), a global education leader to offer select HMH digital content via the Trunity Knowledge Exchange to Pre-K-12 schools, as well as to government agencies and entities responsible for the selection or purchase of educational materials.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting -The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of financial statements.

Development Stage Operations - The Company had operated as a development stage enterprise since its inception by devoting substantially all of its efforts to business development. The Company emerged from development stage operations during the first quarter of 2013.

Going Concern - The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred net losses, negative working capital and had negative operating cash flow since its inception. To the extent the Company experiences negative cash flows in the future, it will continue to require additional capital to fund operations. The Company has historically obtained additional capital investments under various debt and common stock issuances. Although management continues to pursue its financing plans, there is no assurance that the Company will be successful in generating sufficient revenues to provide positive cash flow or that financing at acceptable terms, if at all, will be available to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Website ~~and Platform~~ Development ~~Costs -~~ –The Company has adopted the provisions of ~~Financial Accounting Standards Board (“FASB”)~~FASB Accounting Standards Codification ~~(“ASC”) Topic~~No. 350 Intangible-Goodwill and Other. Research and development costs incurred in the planning stage of a website are expensed, while development costs of the website to be sold, leased, or otherwise marketed are subject are capitalized and amortized over the estimated three year life of the asset. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a ~~product's~~product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the ~~Company's~~Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally most software development costs have been expensed as incurred. During the three months ended March 31, 2014 and 2013, the Company incurred and capitalized $136,459 and $107,147, respectively, in platform development costs. Amortization for these costs recorded during the three months ended March 31, 2014 and 2013, was $127,610 and $110,385, respectively.

TRUNITY HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -– Continued

Revenue Recognition- The Company’s revenue model consists of Software as a Service (SaaS) licensing and hosting revenue, ~~for sites using the Company’s platform,~~ as well as revenues generated from consulting, revenue sharing with our authors, publishers and ~~advertising revenue.~~advertising. All SaaS revenue is recognized ratably over the contract period.

Consulting revenues are earned for web site development services and are recognized on a time and materials basis, billed in accordance with contractual milestones negotiated with the customer. Revenues are recognized as the services are performed and amounts are earned in accordance with FASB ASC Topic 605 Revenue Recognition. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is probable. In certain contracts, revenue is earned upon achievement of certain milestones indicated in the client agreements. Services under these contracts are typically provided in less than a year and represent the contractual milestones or output measure, which reflect the earnings pattern.

Digital content book revenues are earned and recognized as transactions are entered on the Trunity eLearning Platform by customers purchasing digital content through the Trunity Knowledge Exchange website.

Advertising revenue is earned from search engine providers based on search activity for sites hosted by the Company.

Billings in excess of revenues recognized are recorded as Deferred Revenue (a liability) until revenue recognition criteria are met. Client prepayments are deferred and recognized over future periods as services are delivered or performed.

Derivative Financial Instruments - The Company assesses whether it has embedded derivatives in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities. The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value.

For derivative instruments that hedge the exposure to changes in the fair value of an asset or a liability and that are designated as fair value hedges, both the net gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the current period. Derivatives that do not qualify as hedges must be adjusted to fair value through current income. The Company currently does not engage in fair value hedges.

Stock-Based Compensation - We recognize compensation costs to employees under ASC Topic 718, Compensation – Stock Compensation. Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options is estimated at the grant date based on each ~~option's~~option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share based compensation arrangements may include stock options, restricted share plans, performance based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

TRUNITY HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC Topic 505, Equity Based Payments to Non-Employees. In general, the measurement date is when either (a) a performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

Common Stock Purchase Warrants - The Company accounts for common stock purchase warrants in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities. As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for warrants is estimated at the grant date based on each ~~option's~~option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model value method for valuing the impact of the expense associated with these warrants.

Financial Instruments and Fair Values - The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

	Level 1 — inputs include exchange quoted prices for identical instruments and are the most observable

	Level 2 — inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates.

	Level 3 — inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, trade receivables and other assets approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair values of all other financial instruments, including debt, approximate their book values as the instruments are short-term in nature or contain market rates of interest. Because there is no ready market or observable transactions, management classifies all other financial instruments as Level 3.

Recent Accounting Pronouncements - On July 1, 2012, the Company adopted the updated guidance to Topic 220, Comprehensive Income, issued by the FASB. The update required companies to present comprehensive income in either one or two consecutive financial statements and eliminated the option that permits the presentation of other comprehensive income in the ~~consolidated~~ statement of ~~shareholders'~~shareholders’ equity. The Company adopted the method of presentation using one consecutive financial statement.

TRUNITY HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

In January 2013, the FASB issued another update to the guidance in ASC Topic 220. This update does not change the requirements for reporting net income or other comprehensive income in financial statements, but rather improves the transparency of reporting reclassifications out of accumulated other comprehensive income. The new guidance was effective for the Company beginning July 1, 2013, and ~~adoption~~the option did not have a material impact on the ~~Company's~~Company’s consolidated financial statements or disclosures.

In July 2012, the FASB issued an update to ASC Topic 350, Intangibles - Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment. The update simplifies the guidance for testing impairment of indefinite-lived intangible assets other than goodwill. Examples of intangible assets subject to the guidance include indefinite-lived trademarks, licenses, and distribution rights. The amendment allows a company the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. A company electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the company determines, based on such qualitative assessment, that it is ~~"more~~“more likely than ~~not"~~not” that the asset is impaired. The changes to Codification Topic 350 were effective for the Company beginning July 1, 2013, and the guidance did not have a material impact on the Company’s consolidated financial statements.

~~TRUNITY HOLDINGS, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 3 - INTANGIBLE ASSETS

Intangible assets are recorded at cost and consist of the Trunity eLearning Platform software development costs. Amortization is computed using the straight-line method over 3 years. We annually assess intangible and other long-lived assets for impairment. There was no impairment loss for the three ~~and nine~~ months ended ~~September 30, 2013~~March 31, 2014 and ~~2012.~~

2013. Intangible assets were comprised of the following at ~~September 30, 2013:~~March 31, 2014:

Trunity eLearning Platform	Estimated Life	Gross Cost		Accumulated Amortization			Net Book Value			Estimated Life	Gross Cost		Accumulated Amortization			Net Book Value

Assets acquired from Trunity, LLC	3 years	$	1,775,000	$	(1,775,000	)	$	-		3 years	$	1,775,000	$	(1,775,000	)	$	—

Internal costs capitalized for period from July 28, 2009 (inception) to December 31, 2009	3 years		121,820		(121,820	)		-		3 years		121,820		(121,820	)		—

Internal costs capitalized for the twelve months ended December 31, 2010	3 years		342,345		(342,345	)		-		3 years		342,345		(342,345	)		—

Internal costs capitalized for the twelve months ended December 31, 2011	3 years		327,100		(245,325	)		81,775		3 years		327,100		(299,841	)		27,259

Internal costs capitalized for the twelve months ended December 31, 2012	3 years		548,031		(254,698	)		293,333		3 years		548,031		(346,037	)		201,994

Internal costs capitalized for the nine months ended September 30, 2013	3 years	$	378,330	$	(62,440	)	$	315,890
Internal costs capitalized for the twelve months ended December 31, 2013										3 years		519,733		(149,062	)		370,671

Carrying value as of September 30, 2013							$	690,998
Internal costs capitalized for the three months ended March 31, 2014										3 years		136,460		(11,372	)	$	125,088
Carrying value as of March 31, 2014									Carrying value as of March 31, 2014							$	725,012

This discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related notes contained in this quarterly report and the Consolidated Financial Statements and related notes and ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013. The results of operations for an interim period may not give a true indication of results for future interim periods or the year. In the following discussion, all comparisons are with the corresponding items in the prior or year period.

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

The following discussion of our financial condition and results of operations for three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1.01. ~~“Risk~~”Risk Factors,” “Forward-Looking Statements” and “Business” in our Current Report on Form 10-K dated December 31, ~~2012.~~2013. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Trunity Holdings, Inc. (“~~Trunity”~~Trunity,” “Company,” “we,” “us”, or ~~the “Company”~~“our”) is a Delaware corporation headquartered in Portsmouth, New Hampshire. ~~We have a~~The Company’s wholly-owned subsidiary, Trunity, Inc., a Delaware corporation (“Trunity, Inc. ~~“or the “Company”~~”), also based in Portsmouth, New Hampshire, ~~which was formed on July 28, 2009 through the acquisition of certain intellectual property by our three founders. We have developed~~has pioneered a ~~cloud-based~~ collaborative knowledge management, publishing and education delivery platform – the Trunity eLearning Platform – which provides an end-to-end solution for the rapidly growing ~~e-textbook, e-learning,~~eTextbook, eLearning and enterprise training ~~and education marketplaces.~~ market places.

As a result of the ~~platform’s~~Platform’s innovative multi-tenant cloud-based architecture, ~~it enables a unique integration of academic content with~~Trunity has enabled transformational classroom learning, ~~management systems. We allow~~allowing content from multiple sources to be assembled by instructors into customized living digital textbooks and courseware and delivered with real-time updates directly to the student on any ~~internet-enabled~~Internet-enabled computer or ~~smart~~ mobile device. ~~All~~

The Trunity eLearning Platform has four unique features:

Modular Digital Content: It converts text and rich media content into discrete, coherent packages of information. This “modularization” enables every piece of content to be utilized in a customized fashion by an unlimited number of instructors and course developers.

Real-Time Content Creation: Content on the Platform can be updated in real-time; a change made to a base version of a chapter, lesson, or assignment is instantly ”pushed” to all users. In addition to these attributes, the Platform is a cloud-based technology that is agnostic in regards to device and operating system.

Customizable Content: Modular LiveCross™ published content creates an unprecedented ability for instructors and course developers to customize both the nature of the content they choose, and the sequence in which that content is presented to students.

Collaborative Learning Environments: Trunity’s LiveCross™ publishing feature enables instructors and course developers to easily share and discover content on the Web or in the Trunity Knowledge Exchange, and to pull that content into their courses with a few simple clicks.

The Trunity Knowledge Exchange can deliver quality content ~~powered~~from various sources, including traditional publishers, collaborative crowd-sourced communities, individual authors and teachers, as well as institutional repositories and content partners. The Trunity eLearning Platform currently hosts a growing community of textbook authors and instructors in higher education and K-12, who use the Platform to deliver their classes.

Trunity has recently entered an agreement with the National Council of Science and the Environment (NCSE), a not-for-profit organization that engages scientists, educators, policy-makers, environmental managers, government agencies, conservationists and business leaders in programs that foster collaboration between diverse institutions and individuals creating and using environmental knowledge to make science useful to policies and decisions on critical environmental issues. Both Trunity and NCSE will be co-marketing the Trunity eLearning Platform to the over 2,500 authors currently accessing the Encyclopedia of the Earth. The Encyclopedia of Earth is an award-winning, open source collection of peer-reviewed content contributed by ~~us is seamlessly integrated~~several thousand content experts made up of many of the world’s top scientists and educators.

We have customers both domestically and internationally, as we have won a significant national project in Ukraine. In addition, we host the collection on Climate Adaptation and Mitigation E-Learning (CAMEL), an open source educational project funded by the National Science Foundation, which also serves as core content contributors to the Trunity Knowledge Exchange. We believe that our cloud-based platform, which tightly integrates expert validated learning content with learning management, ~~social collaboration, standards and measurement tagging, real-time analytics, and royalty tracking functionality. The content is available~~has the capability to ~~be purchased or shared via~~disrupt the ~~Trunity Knowledge Exchange or within private communities powered by our platform.~~ traditional education market place.

Content modularization capabilities allow our products to be mixed and matched and purchased in whole or in part. Our core products ~~Knowledge, Learn and Connect,~~ are in production and operational, and are currently in use by ~~certain~~a growing number of paying customers; however, our revenues are well below the level needed for profitability. We believe that our focused marketing efforts as well as the impact of positive “word of mouth” from satisfied users will enable us to substantially increase revenues; however, there can be no assurance that we will achieve ~~profitability.~~profitability at any time in the foreseeable future.

We encounter a variety of challenges that may affect our business and should be considered as described in Item 1A ~~"Risk Factors"~~“Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 and in the section of this quarterly report captioned ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results."”

Critical Accounting Policies and Estimates

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012,~~2013, the discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses reported in those financial statements. We base our estimates on historical experience and other factors that we believe are most likely to occur. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known.

Our most critical accounting policies relate to revenue recognition, web development assets, derivative instruments, and share-based compensation. Since December 31, ~~2012,~~2013, there have been no significant changes to the assumptions and estimates related to those critical accounting policies.

Recent Accounting Pronouncements

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Results of Operations

Years ended March 31, 2014 and 2013

~~Prior to~~Net sales for the three months ended March 31, ~~2013, we reported our results as a development stage entity. Based on the development of our products and our change in focus from development~~2014 increased 143% to ~~sales, we emerged from the developmental stage in the first quarter of 2013.Although we have begun~~$60,426 compared to ~~record revenue, our cash revenues continue to be minimal and operations and revenues need to be increased substantially in order to achieve profitability.~~

~~Our revenues of $67,899 and $80,619~~$24,870 for the three months ended ~~September 30, 2013~~2014. Revenues in 2014 stemmed largely from increase in our vbook sales and 2012, respectively, and $152,400 and $124,323 for the nine months ended September 30, 2013 and 2012, respectively, are primarily related to licensing agreements for the Trunity eLearning Platform, sales for our digital content books, sales of services, and advertising revenue. The current periods’ revenues were mainly due tocontinued recognition of ~~licensing revenues~~revenue from the Ukraine agreement that were deferred and are being recognized based on the terms within the contract. In addition to the Ukraine revenue we had sales of our digital content books that increased offset by a decrease in other licensing, service and advertising revenue in comparison to the prior year periods.Government’s Open World National Project Agreement. We believe that our revenue will increase ~~in the remainder of 2013 as we are aggressively pursuing~~during 2014 based upon revenue recognition from licensing revenue and increased revenue from our recently launched authoring program, from new ~~opportunities, have initiated~~and existing relationships, specific marketing ~~efforts~~initiatives and ~~expect increased usage of our platform from~~ “word of mouth” from satisfied ~~users;~~users of our platform; however, there can be no assurance that this expected revenue increase will occur. ~~In addition, at September 30, 2013, we had recorded approximately $335,100 of deferred revenue that we anticipate will continue to be recognized throughout the duration of all the on-going contracts.~~

Our total operating expenses of $774,401 for the three months ended September 30, 2013 increased 74% from $445,844 in comparison to the prior period in 2012 and operating expenses for the nine months ended September 30, 2013 of $2,219,455 increased 34% from $1,651,872 in the comparable period in 2012. The increase in operating expenses for the three and nine months ended September 30, 2013, primarily attributable to increase in salary and related benefit expense due to hiring of nine new employees including our newly appointed CFO, investor and public relations expense, marketing consulting expenses, travel expenses, accounting and consulting fees, rental expense, administrative platform costs, stock compensation expense and interest expense offset by a decrease in legal, sales commission, amortization and depreciation expenses. We expect that our operating expenses will continue to increase in future periods as our business expands.

~~Amortization and depreciation expense included within~~ operating expenses for the three months ended ~~September 30, 2013 decreased 0.6% (from $114,811~~March 31, 2014 were $1,041,296, a 56.2% increase from total operating expenses of $666,685 reported for the prior year quarter. The increase was mainly attributed to ~~$114,114)~~selling, general and administrative (SG&A) expenses, which increased 100.6% to $676,259 from $337,072 on a comparable year-over-year basis. SG&A expenses included non-cash stock compensation expense of $176,321 as of March 31, 2014 which in the prior year period was $97,004 representing an 82% increase. This increase was due primarily to options issued to our former CEO, our consulting engagement with Wavesense and a newly appointed board member. We also had non-cash expense for warrants issued for services which totaled $20,752 versus shares issued for services in the prior year period of $57,499. In addition, as result of expanding our executive and sales, marketing and development teams with paid consultants in 2014 offset by the termination of several employees within the Company and investing in several marketing initiatives, including participation in industry conferences, travel to international market places to pursue business development opportunities, and the development of a new web site and marketing collateral materials SGA costs increased in these areas in comparison to the prior ~~period in 2012. For the nine months ended September 30, 2013 amortization~~year period. Lastly, due to increased audit fees and ~~depreciation expense decreased 39.3% (from $604,734~~additional legal expenses due primarily to ~~$367,167) in comparison~~work relations to the prior period in 2012. The substantial decrease in amortization and depreciation expense for the nine month period ended September 30, 2013 occurred because the initial investment amount for the platform was fully amortized by 2012 and various assets were fully expensed in 2012. We expect that our general and administrative expenses will continue to increase in future periods asexpansion of our business ~~expands.~~professional fees substantially increased for this quarter versus the prior year quarter.

~~Interest expense~~For the quarter ended March 31, 2014, we continued to invest heavily in the ongoing development and enhancements to the Trunity eLearning Platform. Consequently, research and development costs remained relatively flat on a year-over-year basis, increasing a modest 10.7% to $365,037 from $329,613 for the quarter ended March 31, 2013.

As a result of increased SG&A and R&D expenses, the loss from operations for the three ~~and nine~~ months ended ~~September 30, 2013,~~March 31, 2014 increased ~~$46,556 (95.6%) and $251,865 (517.4%) respectively, over the comparable periods in 2012. These increases were primarily due~~57% to ~~interest accrued in the 2013 periods on the debentures issued in the second half~~$1,029,539 compared to a loss from operations of ~~2012.~~

~~The net loss~~$654,182 reported for the three ~~and nine~~ months ended ~~September 30, 2013 was $825,203 and $2,434,753, respectively,~~March 31, 2013.

After including interest expense of $94,472 for the three months ended March 31, 2014, our net loss increased to $1,124,011 compared ~~with~~to a net loss of $773,446 for the three months ended March 31, 2013, which included interest expense of $119,264. The decrease in interest expense on a comparable year-over-year basis was attributable to certain of our convertible notes being settled in the ~~prior comparable periods~~first and second quarter of 2013 resulting in ~~2012 of $445,348 and $1,618,549, respectively, representing an increase of 85.3% and 50.4%, respectively. The net loss increase is principally due~~less subject to ~~additional operating expenses,~~accrued interest ~~expense and stock compensation costs recorded in~~for the current ~~period versus the prior period, offset by decreased amortization and depreciation expenses.~~period.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for operations. At ~~September 30, 2013,~~March 31, 2014, we had negative working capital of ~~$661,993~~$1,124,964 as compared to negative working capital of ~~$891,159~~$1,168,531 at ~~December~~March 31, ~~2012. Our change from~~2013. This negative working capital is due to ~~a substantial positive amount is primarily attributable~~the our operating losses and inability to ~~our generation~~raise sufficient capital of ~~additional cash from our second quarter 2013 - private placement.~~equity to cover accrued expenses and accounts payable in 2014.

Our current assets at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 included cash and accounts receivable, net. Our current liabilities at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 included accounts payables, notes payable – related parties, accrued interest, professional fees and vacation expense and amounts owed to shareholders for working capital loans, convertible note payables and deferred revenue.

Net cash used in operating activities was ~~$1,559,069~~$657,244 for the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, as compared to ~~$1,133,942~~$173,026 for the ~~nine~~three months ended ~~September 30, 2012.~~March 31, 2013. Working capital changes provided cash of ~~$119,143~~$167,279 in the current period as compared to ~~cash utilized of $202,259~~$237,627 for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 due to the receipt of cash from the Ukraine licensing contract in 2013 that was not received in the current period and ~~the~~ equity private placement ~~during the current period.~~proceeds for both periods. In addition, net income was ~~adjusted for~~impacted by non-cash items ~~by increased~~increasing expenses of ~~$756,543~~$399,489 in the current year as compared to ~~$686,866~~$362,793 for the ~~nine~~three months ended ~~September 30, 2012.~~March 31, 2013. This increase was primarily due to additional stock compensation expense as a result of more issuances of options to employees and consultants offset by a decrease in accretion expense for debt discount and issuance costs ~~not incurred~~due to certain convertible notes being settled in the ~~prior period offset by a decrease in depreciation~~first and ~~amortization costs due to many~~second quarter of ~~the related assets being fully amortized or depreciated.~~2013.

Net cash used in investing activities was ~~$409,818~~$136,459 for the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, as compared to net cash used of ~~$592,365~~$112,007 for the ~~nine~~three months ended ~~September 30, 2012.~~March 31, 2013. This ~~decrease~~increase was a result of the ~~acquisition~~investment being made for the new version of ~~our subsidiary that was purchased in~~ the ~~prior year.~~platform set to be deployed for the fall of 2014.

Net cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was approximately ~~$3,520,765~~$144,748 as compared to ~~$1,604,703~~$302,867 for the ~~nine~~three months ended ~~September 30, 2012.~~March 31, 2013. This ~~increase~~decrease is due mainly to ~~the~~less proceeds being raised from the private sale of our ~~securities,~~securities and proceeds from notes payable due to related ~~parties, and exercise of stock options offset by repayment of notes payable to related parties and conversion of convertible note payable.~~

parties.

We do not have any commitments for capital expenditures during the next 12 months nor do we have any committed external sources of capital. We believe our working capital isplus existing equity commitments are sufficient to fund our operations and permit us to satisfy our obligations as they become due for at least the next six months. We have continued to expand our business and our expenses are increasing despite our focused cost-control efforts. Even if we are successful in substantially increasing our revenues from expected sales, we will still need to raise substantial additional working capital. We do not have any firm commitments to provide the additional capital which is needed after the next six months and there are no assurances that we will be able to secure such capital on terms acceptable to us, if at all. Our ability to significantly increase our revenues and successfully raise additional working capital is key to our ability to continue as a going concern. If we are not successful in both of these efforts, we may be forced to significantly curtail or cease our operations.

Plan of Operation

We have developed a collaborative knowledge management, publishing and education delivery platform which provides an end-to-end solution for the rapidly growing digital content books, e-learning, enterprise training and education marketplaces. As a result of the platform’s innovative multi-tenant cloud-based architecture, this enables a unique integration of academic content with learning management systems. It allows content from multiple sources to be assembled into customized living textbooks and courseware and delivered with real-time updates directly to the student on any Internet-enabled computer or smart mobile device. All content powered by us is seamlessly integrated with learning management, social collaboration, standards and measurement tagging, real-time analytics and royalty tracking functionality. The content is available to be purchased or shared via the Trunity Knowledge Exchange or within private communities powered by the platform. Content modularization capabilities allow products to be mixed and matched and purchased in whole or in part.

The Trunity Knowledge Exchange delivers quality content from various sources, such as traditional publishers, collaborative crowd-sourced communities, individual authors and teachers, as well as institutional repositories and content partners. Our platform currently hosts a growing community of over 4,300 expert contributors made up of many of the world’s top scientists and educators, who create peer-reviewed educational content. We have customers both domestically and internationally, as we have won a significant national project in ~~Ukraine..~~Ukraine. In addition, we host many National Science Foundation (NSF) and NASA-funded projects, including The National Council for Science and the Environment (NCSE), Encyclopedia of Earth (EoE) and Climate Adaptation and Mitigation E-Learning (CAMEL), all of which also serve as core content contributors to the Trunity Knowledge Exchange. In addition, we completed a significant project for The National Academy of Sciences to develop and deploy an online collaboration workspace for scientists to exchange and publish scientific findings from the investigation of declassified satellite earth imagery. We believe that our cloud-based platform, which tightly integrates expert validated learning content with learning management, is poised to disrupt the traditional education marketplace.

On March 20, 2013, we entered into a transaction pursuant to which the Trunity eLearning Platform was selected by the Ukraine Government’s Open World National Project to serve as the foundation for the country’s national educational network for public school students in grades five through nine, representing approximately 1,500,000 students.

~~In connection~~ It is important to note that the political upheaval that has taken place in Ukraine since February 2014 resulting in the Ukrainian parliament voting to dismiss the country’s president, Victor Yanukovych, and the Russian annexation of Crimea, has created uncertainty as to the viability of the Ukraine government’s Open World National Project; which, in turn, may impact Trunity’s ability to complete the project implementation. Given the recent political climate in Ukraine, the launch of the Open World Project is currently on hold; however, Trunity is poised and ready to proceed with the ~~transaction,~~initiative as soon as we ~~entered into a share purchase agreement and a project agreement providing us with a 15% stake in EDUCOM, a Ukrainian limited liability company (the “JV Company”); and~~are given approval to do so. To date, we have onboarded content to the JV Company entered into a license agreement with us providing the JV Company with a five-year renewable license to use our platform in exchange for a license fee of $400,000, of which $100,000 was paid upon signing and the $300,000 balance was paid in April 2013. We expect to generate additional revenue from the Ukrainian joint venture, above and beyond the initial license fee, through the sale of content from the Trunity Knowledge Exchange and from the newly developed Ukrainian Knowledge Exchange, which is expected to be ~~established~~initially rolled out to seventh graders, followed by usa phased two-year deployment to ultimately reach all 1.5 million students in ~~connection with the venture however, we have yet to generate any such revenue and there can be no assurance that we will ever do so.~~grades five through nine.

On June 5, 2013, we completed a $3.575M strategic funding led by Pan-African Investment Company (PIC), which was founded by Dick Parsons and Ronald Lauder. Parsons and Lauder formed PIC to identify, invest in and provide solutions that effect growth and development in Africa. In addition to the investment, we entered into an agreement appointing PIC as our exclusive sales agent in Africa. We anticipate a presence in Africa as part of our strategy to bring our platform to the African continent.

Our Virtual Textbook solution has seen strong adoption since its initial launch in the Fall of 2012. The first Virtual Textbook authored on the Trunity eLearning Platform was deployed in the first semester at Boston University and sold to 150+ students in a single class at $50 each, expanding to four universities and seven courses by the second semester. ~~The~~Recently the first textbook sold over 700 copies for the winter semester and has now been adopted at 1015 universities, ~~two~~three high schools and 20 courses, with approximately 50+ U.S. higher education institutions considering it for adoption for the Fall 2014/ 2015 school year. Following in these footsteps, several new textbooks are being authored entirely on our platform and as a result are nearing completion. In addition our first authored textbook geared specifically towards professional trade certifications is completed and is expected to be deployed infor the fall of 2014.

In addition to the continued organic author sign-ups, we ~~are preparing to launch~~have launched a large scale author-teacher recruitment campaign which is specifically geared toward gathering premium content (full textbooks, chapters, courses, modules, videos, PowerPoint and other learning resources) to be sold on the Trunity Knowledge ~~Exchange.~~Exchange. The campaign is anchored by Trunity’s participation in a number of well attended industry conferences and trade shows, at which our Chief Education Officer, Dr. Cutler Cleveland, has and will continue to lead Trunity-sponsored seminars relating to “how-to-author” and the related benefits of authoring on the Trunity eLearning Platform.

In the beginning of 2014 we announced that we signed a Memorandum of Understanding with global education leader Houghton Mifflin Harcourt (“HMH”) to offer select HMH digital content via the Trunity Knowledge Exchange to Pre-K-12 schools, as well as to government agencies and entities responsible for the selection or purchase of educational materials. Among the world’s largest providers of pre-K-12 education solutions and longest-established publishing houses, HMH combines cutting-edge research, editorial excellence and technological innovation to improve teaching and learning environments and solve complex literacy and education challenges. HMH’s interactive, results-driven education solutions are utilized by more than 50 million students in over 150 countries, and its renowned and awarded novels, non-fiction, children’s books and reference works are enjoyed by readers throughout the world.

As one of the world’s leading providers of research-based, technology-enabled education content and solutions, HMH will seek to leverage the robust scalability, rich multi-media, mobile capabilities, and intuitive cloud-based functionality of the Trunity eLearning Platform to provide increased access to its educational content in high growth international markets. Both companies hope to leverage our combined strengths to provide an enriching educational experience for both students and teachers anywhere, anytime and on any connected device. It is anticipated that the Trunity eLearning Platform will integrate HMH’s quality content to provide a vibrant, interactive learning vehicle capable of delivering modular, customizable, real-time learning solutions through the cloud.

Both companies teamed up to showcase HMH’s premium learning content through the Trunity eLearning Platform, co-exhibiting at the recent BETT 2014 conference held in London in January 2014 and are planning on continuing to showcase at more events throughout 2014.

Under development for over a year, we have released version 2.0 of the Trunity eLearning Platform. This release constitutes the largest single release to date and provides us with a next-generation technology foundation with powerful new programming and scalability features we believe that will serve us well for years to come. Key components include a next-generation content engine based on highly flexible and scalable NoSQL database technology, as well as a robust new Java-based Application Programming Interface (API). New functionality included in this release includes an easily customizable publishing workflow, extensible standards tagging framework (includes Common Core alignment), automatic reading level tagging, and self-assessment, among other new features.

The latest release has allowed us to augment our platform with meta-tagging capabilities that allows content to be categorized and aligned to various educational standards such as Common Core. This allows authors, curriculum developers and teachers to find and pull together (via Trunity’s ~~Live-Cross~~LiveCross™ Publishing technology) different content modules to create textbooks and courses customized for specific curriculum standards and differentiated student learning needs. In particular, the Common Core framework built around the concept of modularized content – adopted by 46 out of 50 states for their K-12 curriculum – has presented unique challenges that traditional textbook publishers have been ill-equipped to address with their monolithic textbook publishing model. As federal funding is often tied to the adoption of these standards and corresponding learning outcomes, we believe that we are well positioned with both the school districts and traditional publishers that have adopted the Common Core standards.

We are currently engaged in advanced discussions with a number of publishers currently underway in an effort to bring a large numbers of textbooks and other educational content to the platform and make this content available through Trunity’s domestic and international distribution channels. Trunity’s API architecture enables us to import textbooks and other digital content from traditional publishers to our platform. We have engaged and outsourced an engineering team in the Ukraine, which is currently in the process of creating content import scripts with the first batch of imported textbooks underway. As we continue to build the amount of content available on the platform along with the number of teachers and students requiring content to learn, we believe this growth will continue to drive increased revenues in the future.

With the advent of tablet computing, the entire industry is undergoing a massive market swing to electronic publishing. Even so, many of the dominant publishers still follow a traditional approach to authoring, editorial reviewing, production and distribution of content, delivering e-textbooks that are essentially only flat, electronic versions of the physical textbook. This conservative “status quo” approach does little to reduce costs and time-to-market, and doesn’t take advantage of powerful capabilities that the new technology medium is able to offer, presenting a major market opportunity for our faster, less expensive, better integrated and much more powerful and dynamic solution.

Our entire model with its modular, customizable content that is easily created and updated. In addition to disrupting the traditional publishing and distribution model (e.g. by crowdsourcing and peer-reviewing educational content from subject matter experts and allowing educators to create from this content custom virtual textbooks complete with learning management and collaboration functionality), our “publishing market place” approach also provides traditional publishers a neutral “publisher agnostic” channel to sell content into schools, whereby they can take advantage of the powerful functionality provided by the our Platform. Based on increasing demand by customers for functionality (e.g. mixing and matching content from different publishers into customized curriculum, etc.) that most current publishers are unable to meet, we believe this will be an increasingly attractive option for publishers as well as a significant added market opportunity for us.

Inflation

In the opinion of management, inflation has not had and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term ~~"off-balance~~“off-balance sheet ~~arrangement"~~arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

This item is not required for a smaller reporting company.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this by this quarterly report, our interim Chief Executive Officer and Chief Financial Officer ~~have~~has concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

·		pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

·		provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

·		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of ~~September~~ ~~30, 2013.~~March 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. ~~Management's~~Management’s assessment included an evaluation of the design of our internal control over financial reporting. Based on this assessment, our management has concluded that as of ~~September~~ ~~30, 2013,~~March 31, 2014, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Changes in Internal Control over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the first, ~~- second and third quarters~~-quarter of fiscal ~~2013.~~2014. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the first ~~second and third quarters~~quarter of fiscal ~~2013~~2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened, except:

In February 2012, Trunity and our former CEO Terry Anderton were served with a complaint filed by an ex-Trunity, employee, William Horn, in the Nashua, New Hampshire, Superior Court. The plaintiff served as Executive Vice President of Marketing & Business Development from March until August 2011 at an annual salary of $100,000. He ~~asserts~~asserted whistleblower status and ~~alleges~~alleged that he was wrongfully terminated because of his allegations that the Company had violated securities, tax and employment laws. The complaint ~~seeks~~sought unspecified damages under the New Hampshire Whistleblower Act and common law, including reinstatement, back pay and attorney’s fees and costs. In May 2012, we responded to the complaint by denying all material allegations and filing a counterclaim against the plaintiff for breach of contract, tortious interference with contractual and business relations, breach of fiduciary duty and violation of the Uniform Trade Secrets Act. ~~Discovery has begun;~~Substantial discovery was taken, including a deposition of Mr. Horn ~~was conducted~~ on March 25, 2013. ~~No expert has been disclosed by Mr. Horn for liability or damages.~~

On June 13, 2013, the Court granted our Motion to Dismiss Terry Anderton, in his individual capacity, from the case. Therefore, Trunity ~~remains~~remained the sole defendant in this matter. We continue to proceed with discovery and may schedule a second deposition of the plaintiff based upon the additional documents and information produced by the plaintiff pursuant to the Court’s Order. As discovery continues, third party depositions are expected to be scheduled.

Trial of the case ~~is now~~was scheduled for the weeks of June 16 and June 23, 2014. ~~Based on the preliminary information available to us, we believe that the complaint is without merit and intend to vigorously defend~~

In May 2014, following successful mediation in April, the case ~~and prosecute~~was settled based on our agreement to pay $60,000 to Mr. Horn, with the ~~counterclaim.~~ parties exchanging mutual releases. The settlement payment was made by our insurance company, which has paid all costs of the litigation above our $50,000 deductible.

There are no other material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A. Risk Factors

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on April 16, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~first~~ quarter ~~of 2013, we~~ended March 31, 2014, the Company raised gross proceeds of ~~approximately $263,000~~$45,000 through the sale of ~~658,055~~286,364 shares of ~~common stock~~its Common Stock to accredited investors in private placement transactions at a price of ~~$.40~~$0.165 per share. Each investor also received a ~~two-year~~five-year warrant to purchase one share of common stock for every four shares purchased at an exercise price of ~~$1.00~~$0.50 per share. In addition, in March 2014 we borrowed $100,000 from an accredited investor pursuant to a six month convertible promissory note bearing interest at 10% per year. The note is convertible at $.165 per share with the same warrant coverage as for ~~each $1.00 invested. We~~the shares privately sold as set forth above. The Company incurred ~~stock~~$5,000 of debt and securities issuance costs ~~of approximately $7,000 consisting primarily of~~representing commissions paid to broker-dealers who assisted ~~with the offering. The net proceeds of this offering were used for working capital.~~

During the second quarter of 2013, we raised gross proceeds of approximately $3,602,000 through the sale of 9,003,970 shares of common stock to accredited investors in private placement transactions at a price of $.40 per share. Each investor also received a two-year warrant to purchase one share of common stock at an exercise price of $1.00 per share for each $1.00 invested. We incurred stock issuance costs of approximately $279,663 consisting primarily of commissions paid to broker-dealers who assisted with the offering.these transactions. The net proceeds of this offering were used for working capital.

From April 1, 2014 to May 16, 2014, the Company raised gross proceeds of $417,025 through the sale of 2,529,848 shares of its Common Stock to accredited investors in private placement transactions at a price of $0.165 per share. Each investor also received a five-year warrant to purchase one share of common stock for every four shares purchased at an exercise price of $0.50 per share. The Company incurred $10,000 of securities and debt issuance costs representing commissions paid to broker-dealers who assisted these transactions along with 50,000 warrants. The net proceeds are being used for working capital purposes.

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.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

This Item is not applicable to our company’s operations.

Item 5. Other Information

On June 5, 2013, pursuant to the agreement between Trunity and PIC, Dana Reed, CEO of PIC, was appointed to the Trunity Board of Directors. As CEO of PIC, a position she has held since the firm’s inception, Ms. Reed is responsible for managing day-to-day operations and overseeing all investment decisions. Prior to joining PIC, she served as Managing Director at UCM Partners, an independent investment management firm based in New York, specializing in residential and mortgage-backed securities. Previously, she was Vice President of Institutional Equity sales at the investment banking firm Friedman Billings Ramsey in Arlington, VA. Ms. Reed also worked in the investment banking groups at JP Morgan, Utendahl Capital Partners and Goldman Sachs. After earning a Bachelor of Business Administration degree in International Business and an MBA from Howard University, Ms. Reed began her career as a Fellow at the Export-Import Bank of the United States. She serves as a Director of the Harlem Community Development Corp. and serves on the Board of Directors of Circ Medtech Limited (a company that sells its products under the name PrePex) and Shea Yeleen.

~~On September 27, 2013, Terry Anderton resigned as the Company’s Chairman and Chief Executive Officer, but agreed to remain as President and as a member of the Board of Directors.~~

Dr. Arol I. Buntzman replaced Mr. Anderton as Chairman and Chief Executive Officer of Trunity Holdings, Inc. Dr. Buntzman brings the Company more than four decades of senior leadership experience managing high growth companies in a broad range of industries. In 2010, Dr. Buntzman co-founded and co-directed with his wife, the Honorable Laura Safer Espinoza (a retired New York State Supreme Court Justice) Capacitaciones Para Juicios Orales, Inc., which provided oral trial advocacy training to judges and lawyers in Mexico. From 2006 through 2009, he devoted his efforts to organizing education and training initiatives to help break the cycle of poverty in the poorest countries of the Americas. Previously, he served as Chairman and CEO of Educational Video Conferencing, Inc (EVCI), a company he founded in 1997 and took public on the NASDAQ Stock Exchange. EVCI provided accredited college courses, certificate and degree programs, as well as training, professional development and continuing education programs via live interactive video conferencing systems.

A life-long acquirer of knowledge as both a student and an educator, Dr. Buntzman earned an A.A.S. degree in Accounting from Westchester Community College, as well as both a B.S. degree in Real Estate and Economics and an MBA degree from Arizona State University. He later received a P.D. in Education Administration and an Ed.D. from the Executive Leadership Program at Fordham University, Graduate School of Education. Dr. Buntzman has been at the forefront of development and implementation of video conferencing for higher education and professional training; and was recognized as a Smithsonian-Computerworld Laureate for his work in this field.

~~On October 15, 2013, Terry Anderton resigned from his positions as President and Director of Trunity Holdings, Inc.~~

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Item 6. Exhibits

Exhibit 31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **

Exhibit 31.2		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **

Exhibit 32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

Exhibit 32.2		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

101.INS		XBRL INSTANCE DOCUMENT **

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA **

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE **

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

** Filed herewith.

2830

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRUNITY HOLDINGS, INC.

~~Date: November 18, 2013~~	~~By:~~ ~~/s/ Arol L. Buntzman~~
	~~Arol L. Buntzman,~~
Date: May 20, 2014	~~Chief Executive Officer~~

~~Date: November 18, 2013~~By:	~~By:~~ ~~/s/~~/s/ Nicole M. Fernandez-McGovern
	Nicole M. Fernandez-McGovern,
	Interim Chief ~~Financial~~Executive Officer and Chief ~~Accounting~~Financial Officer

2931

EXHIBIT INDEX

Exhibit Number		Description

Exhibit 31.1	~~Section 302~~	Certification of Chief Executive ~~Officer.~~Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **

Exhibit 31.2		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 ~~Certification~~ of ~~Chief Financial Officer.~~the Sarbanes-Oxley Act of 2002. **

Exhibit 32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 ~~Certifications~~ of the ~~Chief Executive Officer.~~Sarbanes-Oxley Act of 2002. **

Exhibit 32.2		Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 ~~Certifications~~ of the ~~Chief Financial Officer.~~Sarbanes-Oxley Act of 2002. **

101.INS		XBRL ~~Instance Document~~INSTANCE DOCUMENT **

101.SCH		XBRL ~~Taxonomy Extension Schema Document~~TAXONOMY EXTENSION SCHEMA **

101.CAL		XBRL ~~Taxonomy Extension Calculation Linkbase Document~~TAXONOMY EXTENSION CALCULATION LINKBASE **

101.DEF		XBRL ~~Taxonomy Extension Definition Linkbase Document~~TAXONOMY EXTENSION DEFINITION LINKBASE **

101.LAB		XBRL ~~Taxonomy Extension Label Linkbase Document~~TAXONOMY EXTENSION LABEL LINKBASE **

101.PRE		XBRL ~~Taxonomy Extension Presentation Linkbase Document~~TAXONOMY EXTENSION PRESENTATION LINKBASE **

Delaware	87-0496850
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

230 Commerce Way, Portsmouth, New Hampshire	03801
(Address of principal executive offices)	(Zip Code)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	~~[ ]~~o	Accelerated filer	~~[ ]~~o

Non-accelerated filer	~~[ ]~~ o (Do not check if a smaller reporting company)	Smaller reporting company	~~[ X ]~~x

Class	Outstanding at ~~November 14, 2013~~May 16, 2014
Common Stock, $.0001 par value per share	~~46,697,891~~49,514,103

	September 30,			December 31,
	2013			2012			March 31, 2014			December 31, 2013
	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash	$	1,565,602		$	13,724		$	163,108		$	812,064
Accounts receivable		3,405			1,615			1,939			2,729
Prepaid		12,700		--
Prepaid expenses and other assets								50,043			41,636
Total current assets		1,581,707			15,339			215,090			856,429

Property and equipment
Fixtures and equipment		203,541			178,348			210,172			210,172
Less accumulated depreciation		(153,214	)		(125,621	)		(173,132	)		(164,226	)
Total property and equipment, net								37,040			45,946
		50,327			52,727
Capitalized software development costs
Costs incurred		3,492,625			3,114,295			3,770,488			3,634,029
Less accumulated amortization		(2,801,627	)		(2,463,347	)		(3,045,476	)		(2,917,866	)
Total capitalized software development costs, net								725,012			716,163
		690,998			650,948
Other assets
Debt issuance costs		36,107			60,305
Debt issuance costs and other assets								22,937			32,022

TOTAL ASSETS	$	2,359,139		$	779,319		$	1,000,079		$	1,650,560

LIABILITIES
Current liabilities
Accounts payable	$	451,437		$	619,304		$	545,421		$	394,325
Accrued interest and other liabilities		133,177			133,235			218,379			279,465
Notes payable-related party		--			70,761
Notes payable - related party								—			252
Debentures Series A and B, carrying value								1,038,433			991,501
Convertible note payable		--			49,024			100,000			—
Deferred revenue		335,100			28,267			298,849			315,850
Deferred rent, current portion		--			5,907
Total current liabilities		919,714			906,498			2,201,082			1,981,393

Long-term liabilities
Deferred rent, long-term portion		629			--			4,401			2,515
Debentures Series A and B, carrying value		936,413			776,007
Total long-term liabilities		937,042			776,007			4,401			2,515

Total Liabilities		1,856,756			1,682,505
Total liabilities								2,205,483			1,983,908

Commitments and Contingencies

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.0001 par value - 200,000,000 shares authorized, 46,697,891 and 36,131,432 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively.		4,670			3,613
Additional paid-in-capital		12,267,232			8,438,000
Other comprehensive gain (loss)		1,734			(8,299	)
Accumulated Retained Earnings		(11,771,253	)		(9,336,500	)
STOCKHOLDERS’ (DEFICIT)
Common stock, $0.0001 par value - 50,000,000 shares authorized; 46,984,255 and 46,697,891 shares issued and outstanding, respectively								4,699			4,670
Additional paid-in capital								12,638,399			12,396,355
Other comprehensive loss								13,531			3,649
Accumulated deficit								(13,862,033	)		(12,738,022	)
Total stockholders’ deficit								(1,205,404	)		(333,348	)

Total Stockholders' Equity (Deficit)		502,383			(903,186	)
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,359,139		$	779,319
TOTAL LIABILITIES AND STOCKHOLDERS’DEFICIT							$	1,000,079		$	1,650,560

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012

Net Sales	$	67,899		$	80,619		$	152,400		$	124,322
Cost of sales		23,465			31,443			67,153			42,319
Gross Profit		44,434			49,176			85,247			82,003

Operating Expenses:
Research and development		191,378			114,976			593,979			727,125
Selling, general and administrative		583,023			330,868			1,625,476			924,747
Total Operating Expenses		774,401			445,844			2,219,455			1,651,872

Loss From Operations		(729,967	)		(396,668	)		(2,134,208	)		(1,569,869	)

Other Expense:
Interest expense		(95,236	)		(48,680	)		(300,545	)		(48,680	)

Net Loss		(825,203	)		(445,348	)		(2,434,753	)		(1,618,549	)

Other Comprehensive Gain (Loss), Net of Tax:
Foreign currency translation adjustments		3,251			(9,957	)		10,033			(9,957	)
Comprehensive Loss	$	(821,952	)	$	(455,305	)	$	(2,242,720	)	$	(1,628,506	)


Net Loss per Share - Basic and Diluted	$	(0.02	)	$	(0.01	)	$	(0.06	)	$	(0.05	)

Weighted Average Number of Shares - Basic and Diluted		46,591,469			35,191,664			41,483,924			34,941,315

	PART I — FINANCIAL INFORMATION		Page

Item 1.	Financial Statements		3

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results Of Operations	19	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24	26

Item 4.	Controls and Procedures	24	27

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	26	28

Item 1A.	Risk Factors	26	28

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	26	28

Item 3.	Defaults upon Senior Securities	27	29

Item 4.	Mine Safety Disclosures	27	29

Item 5.	Other Information	27	29

Item 6.	Exhibits	28	30

	Signatures	29	31

	Exhibit Index	30	32

	For the Nine Months Ended
	September 30,
	2013			2012
Cash Flows from Operating Activities:
Net Loss	$	(2,434,753	)	$	(1,618,549	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		367,167			604,733
Stock compensation expense		98,006			65,015
Accretion for debt discounts and amortization of issuance costs		202,725			17,118
Shares issued as a conversion of payables		57,500			—
Shares issued in exchange for services		31,144			—
Changes in operating assets and liabilities:
Accounts receivable		(1,789	)		(65,436	)
Prepaid expenses and other assets		(12,700	)		6,459
Accounts payable		(167,864	)		(9,123	)
Accrued interest and other liabilities		(51	)		(164,298	)
Deferred revenue		306,833			37,742
Deferred rent		(5,287	)		(7,603	)
Net Cash Used In Operating Activities	$	(1,559,069	)	$	(1,133,942	)
Cash Flows From Investing Activities:
Purchase of fixed assets, net of disposal		(26,488	)		—
Deposits for merger		—			(150,000	)
Payment of patent application		(5,000	)		—
Payment of platform development costs		(378,330	)		(442,365	)
Net Cash Used In Investing Activities	$	(409,818	)	$	(592,365	)
Cash Flows From Financing Activities
Proceeds from notes payable related parties		122,204			534,084
Repayments on notes payable related parties		(192,965	)		(132,000	)
Payment of convertible note, net of proceeds		(20,106	)		—
Proceeds from exercise of stock options		38,532			—
Proceeds from debentures, net of issuance costs		—			424,081
Stock issuance costs		—			(94,997	)
Sale of common stock, net of issuance costs		3,573,100			873,535
Net Cash Provided By Financing Activities	$	3,520,765		$	1,604,703
Net Increase (Decrease) in Cash and Cash Equivalents		1,551,878			(121,604	)
Cash and Cash Equivalents, Beginning of Period		13,724			123,135
Cash and Cash Equivalents, End of Period	$	1,565,602		$	1,531

Non-cash Investing and Financing Transactions:
Interest Paid	$	22,141		$	—
Issuance of stock in acquisition of subsidiary	$	—		$	325
Conversion of debt to common stock shares	$	32,006		$	—


Remainder of 2013	$	104,455
2014		363,304
Remainder of 2014			$	328,315
2015		191,097		283,717
2016		32,142		112,980
Total future amortization expense	$	690,998	$	725,012

	Face Value		Initial Discount			Accumulated Amortization		Carrying Value		Face Value		Initial Discount			Accumulated Amortization		Carrying Value
July Notes	$	207,140	$	(84,788	)	$	49,460	$	171,812	$	195,342	$	(84,788	)	$	70,657	$	181,210
September Notes		330,900		(115,712	)		62,677		277,865		330,900		(115,712	)		89,080		304,268
October and November Notes		59,000		(13,317	)		6,328		52,011		159,000		(55,889	)		20,524		123,635
November – Related Party Notes		565,372		(240,687	)		110,040		434,725		465,372		(198,115	)		162,063		429,320
Total	$	1,162,412	$	(454,504	)	$	228,505	$	936,413	$	1,150,614	$	(454,504	)	$	342,317	$	1,038,433

	Issuance Date			December 31, 2012			March 30, 2013			May 22, 2013			June 19, 2013			Issuance Date			December 31, 2012			March 30, 2013			May 22, 2013			June 19, 2013
Expected Volatility		51.08	%		52.67	%		40.55	%		38.46	%		25.09	%		51	%		52.67	%		40.55	%		38.46	%		25.09	%
Expected Term	0.75 Years			0.6 Years			0.3 Years			0.16 Years			0.1 Years			0.75 Years			0.6 Years			0.3 Years			0.16 Years			0.1 Years
Risk Free Interest Rate		0.19	%		0.16	%		0.07	%		0.04	%		0.05	%		0.20	%		0.16	%		0.07	%		0.04	%		0.05	%
Dividend Rate		0	%		0	%		0	%		0	%		0	%		0	%		0	%		0	%		0	%		0	%

	Issuance Date			March 31, 2013			June 24, 2013			Issuance Date			March 31, 2013			June 24, 2013
Expected Volatility		50.77	%		49.82	%		29.43	%		51	%		49.82	%		29.43	%
Expected Term	0.75 Years			0.45 Years			0.16 Years			0.75 Years			0.45 Years			0.16 Years
Risk Free Interest Rate		0.11	%		0.11	%		0.06	%		0.11	%		0.11	%		0.06	%
Dividend Rate		0	%		0	%		0	%		0	%		0	%		0	%

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2012		7,384,619		$	0.34		8.30	$	-
Granted		960,000			0.38		9.64		-
Exercised		(110,092	)		0.35		-		-
Cancelled		(3,587,897	)		0.35		-		-

Outstanding at September 30, 2013		4,646,630		$	0.35		8.06	$	-

Exercisable at September 30, 2013		1,667,130		$	0.33		7.14	$	-

	Shares			Weighted-Average Exercise Price ($)		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2013		8,315,958			0.42		9.09		—
Granted		1,134,000			0.26		9.82		—
Exercised		—			—		—		—
Cancelled		(1,758,185	)		0.55		—		—

Outstanding at March 31, 2014		7,691,773			0.37		8.82		—

Exercisable at March 31, 2014		5,470,227		$	0.40		8.97		—