Item 1. Security and Issuer
This Schedule 13D (this “Schedule 13D”) relates to shares of common stock, $0.0001 par value per share (“Common Stock”), of Trunity Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”), with its principal executive offices located at 15 Green Street, Newburyport, Massachusetts 01950.
Item 2. Identity and Background
This Schedule 13D is filed on behalf of Aureus Investments LC, a Utah limited liability company (“Aureus”), AFT 101 Irrevocable Trust (the “Trust”) which owns 100% of Aureus, and Debra Anderton who is the sole Trustee and beneficiary of the Trust. Ms. Anderton is a citizen of the United States. Aureus, the Trust and Ms. Anderton are sometimes referred to herein as the “Reporting Persons.” The business address of the Reporting Persons is 4866 S. Viewmont Street, Holladay, Utah 84117.
During the past five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) and have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As described below, the shares of Common Stock owned by the Reporting Persons were received in exchange for the Reporting Persons’ founders shares of Trunity, Inc., a Delaware corporation (“Trunity”) in connection with the merger of Trunity Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“TAC”), with and into Trunity. Pursuant to the merger, Trunity remained as the surviving corporation and a wholly-owned subsidiary of the Company, and each outstanding share of Trunity was converted on a one-to-one basis into shares of the Company.
Item 4. Purpose of Transaction
On January 24, 2012, the Company, Trunity and TAC entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, TAC merged with and into Trunity, with Trunity remaining as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). As consideration for the Merger, (i) each of the 961,974 shares of Common Stock of the Company owned by Trunity were 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 the Company, 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 the Company.
In order to facilitate the reverse merger transaction described above, immediately prior to the 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 the Company, 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 Common Stock of the Company.
Except as described in this Schedule 13D, the Reporting Persons do not have any plans or proposals which relate to or would result in: (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, organization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) change in the present board of directors or the management of the Company; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (x) any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer
(a) As of the date of this Schedule 13D, the Issuer has 33,336,076 shares of Common Stock outstanding. The Reporting Persons are the beneficial owners of 4,907,683 shares of Common Stock. The Reporting Persons beneficially own 4,907,683 shares of Common Stock, or 14.7% of the outstanding Common Stock.
(b) The Reporting Persons have sole voting and dispositive power with respect to 4,907,683 shares of Common Stock.
(c) Other than as described in this Schedule 13D, the Reporting Persons have not effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the Merger Agreement and Stock Purchase Agreement described in Item 4 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and between such Reporting Persons and any person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
(a) Stock Purchase Agreement dated as of January 24, 2012, by and among George Norman, Donna Norman, Lane Clissold, Trunity Holdings, Inc. and Trunity, Inc., filed as Exhibit 10.3 to the Form 8-K filed with the SEC on January 31, 2012, is incorporated herein by reference.
(b) Agreement and Plan of Merger, dated as of January 24, 2012, by and among Trunity Holdings, Inc., Trunity, Inc. and Trunity Acquisition Corporation, filed as Exhibit 10.5 to the Form 8-K filed with the SEC on January 31, 2012, is incorporated herein by reference.
