Mitesco (MITI) 10-Q 18 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 14, 2013
Document and Entity Information:	'	'
Entity Registrant Name	'TRUNITY HOLDINGS, INC.	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Amendment Flag	'false	'
Entity Central Index Key	'0000802257	'
Current Fiscal Year End Date	'--12-31	'
Entity Common Stock, Shares Outstanding	'	46,697,891
Entity Filer Category	'Smaller Reporting Company	'
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Entity Well-known Seasoned Issuer	'No	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'Q3	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (June 30, 2013 unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets	'	'
Cash	$1,565,602	$13,724
Accounts receivable	3,405	1,615
Prepaid Expense	12,700	'
Total current assets	1,581,707	15,339
Property and equipment	'	'
Fixtures and equipment	203,541	178,348
Less accumulated depreciation	-153,214	-125,621
Property and equipment	50,327	52,727
Capitalized software development costs	'	'
Costs incurred	3,492,625	3,114,295
Less accumulated amortization	-2,801,627	-2,463,347
Capitalized software development costs	690,998	650,948
Other assets	'	'
Debt issuance costs	36,107	60,305
TOTAL ASSETS	2,359,139	779,319
Current liabilities	'	'
Accounts payable	451,437	619,304
Accrued interest and other liabilities	133,177	133,235
Notes payable-related party	'	70,761
Convertible note payable	'	49,024
Deferred revenue	335,100	28,267
Deferred rent, current portion	'	5,907
Total current liabilities	919,714	906,498
Long-term liabilities	'	'
Deferred rent, long-term portion	629	'
Debentures Series A and B, carrying value	936,413	776,007
Total long-term liabilities	937,042	776,007
Total Liabilities	1,856,756	1,682,505
STOCKHOLDERS' EQUITY (DEFICIT)	'	'
Common stock	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
Total Stockholders' Equity (Deficit)	502,383	-903,186
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$2,359,139	$779,319

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets - Parenthetical (June 30, 2013 unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATED BALANCE SHEET PARENTHETICAL	'	'
Common stock par value	$0.00	$0.00
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	46,697,891	36,131,432
Common stock shares outstanding	46,697,891	36,131,432

Condensed_Consolidated_Stateme

Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS	'	'	'	'
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
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 Income (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 Income (Loss) per Share-Basic and Diluted	($0.02)	($0.01)	($0.06)	($0.05)
Weighted Average Numbe rof Shares-BasicandDiluted	46,591,469	35,191,664	41,483,924	34,941,315

Condensed_Consolidated_Stateme1

Condensed Consolidated Statement of Changes in Stockholders' Deficit (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Gain (Loss)	Retained Earnings	Total
Balance, Value at Dec. 31, 2012	$3,613	$8,438,000	($8,299)	($9,336,500)	($903,186)
Balance, Shares at Dec. 31, 2012	36,131,432	'	'	'	36,131,432
Sale of common stock, net issuance costs, Value	10,193	3,594,914	'	'	3,605,107
Sale of common stock, net issuance costs, Shares	10,192,617	'	'	'	'
Common stock issued upon conversion of trade and note payables, Value	144	57,356	'	'	57,500
Common stock issued upon conversion of trade and note payables, Shares	143,750	'	'	'	'
Shares issued for services, Value	120	31,024	'	'	31,144
Shares issued for services, Shares	120,000	'	'	'	'
Exercise of common stock options, Value	11	38,521	'	'	38,532
Exercise of common stock options, Shares	110,092	'	'	'	'
Reclass of recapitalization entry	-9,411	9,411	'	'	'
Employee stock based compensation	'	98,006	'	'	98,006
Foreign currency translation gain	'	'	10,033	'	10,033
Net Income (Loss)	'	'	'	-2,434,753	-2,434,753
Balance, Value at Sep. 30, 2013	$4,670	$12,267,232	$1,734	($11,771,253)	$502,383
Balance, Shares at Sep. 30, 2013	46,697,891	'	'	'	46,697,891

Condensed_Consolidated_Stateme2

Condensed Consolidated Statement of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows from Operating Activities:	'	'
Net Income (Loss)	($2,434,753)	($1,618,549)
Adjustments to reconcile Net Income (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 for services, Value	31,144	'
Changes in operating assets and liabilities:	'	'
Change in Accounts receivable	-1,789	-65,436
Change in Prepaid expenses and other assets	-12,700	6,459
Change in Accounts payable	-167,864	-9,123
Change in Accrued interest and other liabilities	-51	-164,298
Change in Deferred revenue	306,833	37,742
Change in 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	'

Note_1_Organization_Basis_of_P

Note 1 - Organization, Basis of Presentation and Nature of Operations	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 1 - Organization, Basis of Presentation and Nature of Operations	'
	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") 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "2012 Annual Report"), filed with the Commission on April 16, 2013. 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 and December 31, 2012  and for the three and nine months ended September 30, 2013 and 2012. 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.
	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 for the period ended September 30, 2013 as deferred revenue of $332,850 for the portion representing the remaining professional hours and license term on the agreement.
	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.

Note_2_Summary_of_Significant_

Note 2 - Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 2 - Summary of Significant Accounting Policies	'
	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 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”) Accounting Standards Codification (“ASC”) Topic 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 capitalized and amortized over the estimated three year life of the asset. Development costs of computer software to be leased, or otherwise marketed are subject to capitalization beginning when a 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 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.
	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 consulting, and advertising revenue. 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 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.
	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 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.
	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' equity. The Company adopted the method of presentation using one consecutive financial statement.
	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 did not have a material impact on the 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 likely than not" that the asset is impaired. The changes to Codification Topic 350 were effective for the Company beginning July 1, 2013, the guidance did not have a material impact on the Company's consolidated financial statements.

Note_3_Intangible_Assets

Note 3 - Intangible Assets	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 3 - Intangible Assets	'
	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 and 2012.
	Intangible assets were comprised of the following at September 30, 2013:
	Trunity eLearning Platform	Estimated Life	Gross Cost	Accumulated Amortization	Net Book Value
	Assets acquired from Trunity, LLC	3 years	$1,775,000	$(1,775,000)	$          -
		3 years	121,820	(121,820)	-
	Internal costs capitalized for period from July 28, 2009 (inception) to December 31, 2009
		3 years	342,345	(342,345)	-
	Internal costs capitalized for the twelve months ended December 31, 2010
	Internal costs capitalized for the twelve months ended December 31, 2011	3 years	327,100	(245,325)	81,775
		3 years	548,031	(254,698)	293,333
	Internal costs capitalized for the twelve months ended December 31, 2012
		3 years	378,330	-62,440	315,890
	Internal costs capitalized for the nine months ended September 30, 2013
	Carrying value as of September 30, 2013				$   690,998
	Estimated future amortization expense is as follows for the following periods:
	Remainder of 2013	$104,455
	2014	363,304
	2015	191,097
	2016	32,142
	Total future amortization expense	$690,998
	The Company’s Trunity eLearning Platform technology was acquired from a related company, Trunity, LLC, and was valued at management’s best estimate of its value at that time of the transaction. Trunity, LLC was wholly owned by the three founders of the Company.  Subsequent internal costs capitalized consist of direct labor, including taxes and benefits.  Amortization of three years is based on management’s best estimate of useful life of current technology in this industry.

Note_4_Significant_Transaction

Note 4 - Significant Transactions With Related Parties	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 4 - Significant Transactions With Related Parties	'
	NOTE 4 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
	The Company’s three founders, Terry Anderton, Les Anderton, and Joakim Lindblom have a number of transactions that warrant disclosure per ASC 850, Related Party Disclosures.
	Credit Agreements - The Company has credit agreements with Terry Anderton and Les Anderton that allow the Company to borrow up to $0.9 million, as needed, to fund working capital needs. These agreements carry an interest rate of 10% and have been amended with board consent until December 31, 2014 subsequent to the initial expiration date.  The loans have no repayment terms but were repaid in the second quarter of 2013.  As of September 30, 2013, Terry Anderton, Les Anderton, and Joakim Lindblom have shareholder  receivables/loans that are comprised of the following balances:  $(988), $252 and $0, respectively. All balances are expected to be settled in the fourth quarter.
	Corporate Rental - Through September 2013, the Company paid monthly rent to Terry Anderton for his guest house used by corporate employees who work for extended periods of time at the corporate offices located in New Hampshire but reside elsewhere.

Note_5_Convertible_Debt

Note 5 - Convertible Debt	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 5 - Convertible Debt	'
	NOTE 5 - CONVERTIBLE DEBT
	July 2012 Convertible Debentures-In July 2012, the Company issued convertible debentures (“July Notes”) with an aggregate face value of $215,300 Canadian Dollars ($207,140 as of September 30, 2013).  The July Notes mature in July 2014, bear interest at an annual rate of 10%, and are convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at 0.40 Canadian Dollars per share (“Unit”).  The number of Units issuable upon conversion of the notes is determined by dividing the then outstanding principal and accrued but unpaid interest by a) 0.35 Canadian Dollars if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the notes, or b) 0.32 Canadian Dollars if a Liquidity Event does not occur within six months of the closing of the offering of the July Notes.
	The Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of 0.32 Canadian Dollars.  The fair value of one Unit was estimated based on the most recent sale of common stock in a private placement immediately preceding the issuance of the July Notes and, for the warrant contained in one Unit, using a Black Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate - 0.22%, dividend rate – 0.00%.  The Company recorded a discount against the debt for the beneficial conversion feature totaling $84,788, which is being amortized into interest expense through the maturity dates of the July Notes.  For the three and nine months ended September 30, 2013, the Company recorded amortization of the discount of $10,599 and $31,797, respectively.  As of September 30 2013, the net carrying value of the July Notes totaled $171,812, net of unamortized discount of $35,328.  For the three and nine months ended September 30, 2013, interest expense on the July Notes of $5,383 and $16,147, respectively, was recorded.
	In connection with the issuance of the July Notes, the Company paid transactions fees to brokers consisting of cash of $85,237, and warrants to purchase 43,497 shares over a two-year period for an exercise price of 0.40 Canadian Dollars.  The Company estimated the fair value of the warrants using a Black Scholes valuation model and the following assumptions: volatility – 50.49%, risk free rate –  0.22%, dividend rate – 0.00%.
	The Company allocated a portion of the fair value of the consideration totaling $52,869, to debt issuance costs, which was capitalized and is being amortized into interest expense over the two-year terms of the July Notes.  The remaining portion of the fair value of the transactions costs, totaling $36,126 was allocated to equity, treated as equity issuance costs, and recorded against additional paid in capital.  Amortization of debt issuance costs on the Notes of $6,609 and $19,827, respectively was recorded for the three and nine months ended September 30, 2013.
	September 2012 Convertible Debentures - In September 2012, the Company issued convertible debentures (“September Notes”) with an aggregate face value of $330,900.  The September Notes mature in September 2014, bear interest at an annual rate of 10%, and are convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at $0.40 per share (“Unit”).  The number of units issuable upon conversion of the notes is determined by dividing the then outstanding principal and accrued but unpaid interest by a) $0.35 if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the notes, or b) $0.32 if a Liquidity Event does not occur within six months of the closing of the offering of the September Notes.
	The Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of $0.32.  The fair value of one Unit was estimated based on the most recent sale of common stock in a private placement immediately preceding the issuance of the Notes and, for the warrant contained in one Unit, using a Black Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate – 0.22%, dividend rate – 0.00%.  The Company recorded a discount against the debt for the beneficial conversion feature totaling $115,712, which is being amortized into interest expense through the maturity dates of the September Notes.  For the three and nine months ended September 30, 2013, the Company recorded amortization of the discount of $14,464 and $43,392, respectively.  As of September 30, 2013, the net carrying value of the September Notes totaled $277,865, net of unamortized discount of $53,035.    For the three and nine months ended September 30, 2013 interest expense on the September Notes of $8,273 and $24,818, respectively was recorded.
	In connection with the issuance of the September Notes, the Company paid cash transactions fees to brokers totaling $30,456.  The Company allocated a portion of the transaction fees totaling $19,806, to debt issuance costs, which was capitalized and is being amortized into interest expense over the two-year terms of the September Notes.  The remaining portion of the fair value of the transactions costs, totaling $10,650 was allocated to equity, treated as equity issuance costs, and recorded against additional paid in capital.  Amortization of debt issuance costs on the September Notes of $2,476 and $7,428, respectively was recorded for the three and nine months ended September 30, 2013.
	October and November 2012 Convertible Debentures - In October and November 2012, the Company issued convertible debentures (“October and November Notes”) with an aggregate face value of $624,372 of which $313,440 represented a conversion of notes payable- related parties to the Founders. The October and November Notes mature in October and November 2014, bear interest at an annual rate of 10%, and are convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at $0.40 per share (“Unit”).  The number of units issuable upon conversion of the October and November Notes is determined by dividing the then outstanding principal and accrued but unpaid interest by a) $0.35 if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the October and November Notes, or b) $0.32 if a Liquidity Event does not occur within six months of the closing of the offering of the October and November Notes.
	The Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of $0.32.  The fair value of one Unit was estimated based on the most recent sale of common stock in a private placement immediately preceding the issuance of the Notes and, for the warrant contained in one Unit, using a Black Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate –0.22%, dividend rate – 0.00%.  The Company recorded a discount against the debt for the beneficial conversion feature totaling $254,004, which is being amortized into interest expense through the maturity dates of the October and November Notes.  For the three and nine months ended September 30, 2013, the Company recorded amortization of the discount of $31,750 and $95,250, respectively.  As of September 30, 2013 the net carrying value of the October and November Notes totaled $486,736, net of unamortized discount of $137,636.  For the three and nine months ended September 30, 2013 interest expense on the October and November Notes of $15,609 and $46,827, respectively was recorded.
	In connection with the issuance of the October and November Notes, the Company paid no cash transactions fees to brokers.
	The following is a summary of convertible debentures outstanding as of September 30, 2013:
		Face Value	Initial Discount	Accumulated	Carrying Value
				Amortization
	July Notes	$   207,140	$    (84,788)	$  49,460	$ 171,812
	September Notes	330,900	(115,712)	62,677	277,865
	October and November Notes	59,000	(13,317)	6,328	52,011
	November – Related Party Notes	565,372	(240,687)	110,040	434,725
	Total	$1,162,412	$  (454,504)	$228,505	$ 936,413

Note_6_Derivatives

Note 6 - Derivatives	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 6 - Derivatives	'
	NOTE 6  -  DERIVATIVES
	The Company’s convertible debt issued in November 2012 with a face value of $42,500 provides for conversion of the note into the Company’s common stock at a conversion rate equal to the average of the lowest three trading prices during the ten trading days immediately preceding the conversion date.  Because of the uncertainty regarding the number of common shares that may be issuable upon the conversion of the convertible debt, the embedded conversion option is required to be accounted for separately and presented as a derivative liability on the Company’s balance sheet, with subsequent changes in fair value reported in the Company’s statement of operations.  The Company determined the fair value of derivative liabilities using Monte Carlo simulations.  The Company used the following assumptions in estimating the fair value of the derivative liabilities on the issuance date through the conversion dates of the debt.
		Issuance	December 31,	March 30,	May 22,	June 19,
		Date	2012	2013	2013	2013
	Expected Volatility	51.08%	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
	Risk Free Interest Rate	0.19%	0.16%	0.07%	0.04%	0.05%
	Dividend Rate	0%	0%	0%	0%	0%
	The Company recorded an initial derivative liability of $32,622 with an offsetting discount against the convertible debt to be amortized into interest expense through the maturity of the convertible debt.  From the date of issuance to the date of conversion into 166,744 shares of common stock, the fair value of the derivative liability changed to $32,007 resulting in expense of $616 and a reclass to additional paid in capital of $31,990 that during the three months ended June 30, 2013 the period the transaction settled.
	The Company’s convertible debt issued in January 2013 with a face value of $37,500 provides for conversion of the note into the Company’s common stock at a conversion rate equal to the average of the lowest three trading prices during the ten trading days immediately preceding the conversion date.  Because of the uncertainty regarding the number of common shares that may be issuable upon the conversion of the convertible debt, the embedded conversion option is required to be accounted for separately and presented as a derivative liability on the Company’s balance sheet, with subsequent changes in fair value reported in the Company’s statement of operations.  The Company determined the assumptions in estimating the fair value of the derivative liabilities on the issuance date and as of June 24, 2013.
		Issuance	March 31,	June 24,
		Date	2013	2013
	Expected Volatility	50.77%	49.82%	29.43%
	Expected Term	0.75 Years	0.45 Years	0.16 Years
	Risk Free Interest Rate	0.11%	0.11%	0.06%
	Dividend Rate	0%	0%	0%
	The Company recorded an initial derivative liability of $28,603 with an offsetting discount against the convertible debt to be amortized into interest expense through the maturity of the convertible debt.  From the date of issuance until the full payment of $57,606 was made, the fair value of the derivative liability changed to $18,733 resulting in derivative income of $9,870 that was recorded during the three months ended June 30, 2013, the period the transaction settled.

Note_7_Stock_Based_Compensatio

Note 7- Stock Based Compensation	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 7- Stock Based Compensation	'
	NOTE 7- STOCK BASED COMPENSATION
	In 2009, the Company approved the 2009 Employee, Director and Consultant Stock Option Plan (the “2009 Plan”) and authorized an option pool of 5,500,000 shares that was subject to a 3 for 1 reverse stock split resulting in an authorized option pool of 1,833,333. Stock options typically vest over a three year period and have a life of ten years from the date granted.  In 2009, the Company accelerated the option vesting of certain employees who terminated their employment, but agreed to work in a consulting capacity. In exchange for the accelerated vesting, the employees agreed to shorter expiration periods for their options.  As of September 30, 2013 there were 1,567,100 shares available for awards under this plan.
	In 2012, the Company approved the 2012 Employee, Director and Consultant Stock Option Plan (the “2012 Plan”) and authorized an option pool of 7,500,000 shares. Stock options typically vest over a three year period and have a life of ten years from the date granted.  As of September 30, 2013, there were 5,315,000 shares available for awards under this plan.
	During the three and nine months ended September 30, 2013, the Company issued 315,000 and 960,000 options, respectively,  to acquire shares of common stock to employees, directors or consultants.
	The grant-date fair value of options is estimated using the Black Scholes option pricing model.  The per share weighted average fair value of stock options granted during 2013 was $0.38 and was determined using the following assumptions:  expected price volatility ranging between 51% to 53%, risk-free interest rate ranging from .79% to 1.66%, zero expected dividend yield, and six years expected life of options.  The per share weighted average fair value of stock options granted during 2012 was $0.19 and $0.17 and was determined using the following assumptions:  expected price volatility 57% and 51%, risk-free interest rate ranging from 1.04% to 1.61%, zero expected dividend yield, and six years expected life of options. The expected term of options granted is based on the simplified method in accordance with Securities and Exchange Commission Staff Accounting Bulletin 107, and represents the period of time that options granted are expected to be outstanding.  The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of peers with similar attributes. In addition, the Company determines the risk free rate by selecting the U.S. Treasury with maturities similar to the expected terms of grants, quoted on an investment basis in effect at the time of grant for that business day.
	As of September 30, 2013, there was approximately $426,662 of total unrecognized stock compensation expense, related to unvested stock options under the both Plans.  This expense is expected to be recognized over the remaining weighted average vesting periods of the outstanding options of 1.75 years.
	A summary of options issued, exercised and cancelled for the years ended September 30, 2013 are as follows:
		Shares	Weighted- Average Exercise     Price	Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
	Outstanding at December 31, 2012	7,384,619	$   0.34	8.3	$       -
	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	$       -

Note_8_Warrants_To_Purchase_Co

Note 8 - Warrants To Purchase Common Stock	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 8 - Warrants To Purchase Common Stock	'
	NOTE 8 - WARRANTS TO PURCHASE COMMON STOCK
	During the first and second quarterof 2013 the Company issued, in connection with private placement offerings for the sale of common stock warrants to purchase 9,898,836 shares of the Company's common stock at an exercise price of $1.00. All warrants are still outstanding as of September 30, 2013 and expire at various dates through 2016. A summary of warrants issued, exercised and expired for the nine months ended September 30, 2013 follows:
		Shares	Weighted- Average Exercise     Price	Weighted- Average Remaining Contractual Term
	Outstanding at December 31, 2012	650,280	$    1.25	2.15
	Granted	9,898,836	1.00	2.00
	Exercised	-	-	-
	Expired	(24,167)	3.00	3.00
	Outstanding at September 30, 2013	10,524,949	$    1.00	1.60
	Exercisable at September 30, 2013	10,524,949	$    1.00	1.60

Note_9_Stockholders_Equity

Note 9 - Stockholder's Equity	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 9 - Stockholder's Equity	'
	NOTE 9 – STOCKHOLDER’S EQUITY
	On June 5, 2013, the Company completed the closing of a private placement (the “Private Placement”) with 35 accredited investors (the “Investors”), pursuant to which the Company sold to the
	Investors an aggregate of 8,936,470 shares of our common stock (the “Common Stock”) at a purchase price of $0.40 per share, resulting in gross offering proceeds of $3,574,588. In addition, the Investors
	received two-year warrants to purchase an aggregate of 8,936,470 shares of Common Stock at an exercise price of $1.00 per share (the “Investor Warrants”). The Company received net proceeds of approximately $3.3 million after payment of placement agent fees and costs relating to the Private Placement. The net proceeds from the Private Placement have been and will be used to fund the Company’s ongoing operations and to provide working capital.
	In consideration for services rendered as the exclusive placement agent in the Private Placement, the Company paid ACGM, Inc., New York, New York (the “Placement Agent”) cash commissions totaling $178,729 (5% of the gross offering proceeds). In addition, as consideration for services rendered in connection with the Private Placement, the Company issued to the Placement Agent 357,459 restricted shares of our Common Stock, representing 8% of the gross proceeds of the Private Placement at a price of $0.80 per share to determine the number of shares issued to the Placement Agent.
	The lead investor in the Private Placement was Pan-African Investment Company, LLC (“PIC”), a New York City-based private investment firm which invested $1,000,000 and purchased 2,500,000  shares of Common Stock and received an Investor Warrant to purchase 2,500,000 shares. In connection with PIC’s lead investment the Company, PIC and its major shareholders agreed to appoint a PIC representative to the Trunity Board of Directors and to nominate that designee for reelection by the shareholders at each annual meeting held while PIC owns at least 2% of the Company’s issued and outstanding Common Stock. In addition, the Company and PIC entered into a Memorandum of Understanding to structure a formal business relationship whereby PIC will have the exclusive right to introduce the Trunity eLearning Platform to African countries seeking to improve the quality of education for their citizens.

Note_10_Commitments

Note 10 - Commitments	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 10 - Commitments	'
	NOTE 10 – COMMITMENTS
	In August 2013, the Company executed a lease for 8,713 square feet for its corporate offices located in Portsmouth, New Hampshire. The lease commenced on August 9, 2013 and has a five-year term ending on September 8, 2018.  The monthly rental payments for the first year are $10,165 per month and will increase on each anniversary at a rate of 3% per annum. The Company is required to pay its proportionate share of the building's common area maintenance (CAM), real estate taxes, utilities serving the premises and the cost of premises janitorial service estimated to be $5,209.60 on a monthly basis.

Note_11_Subsequent_Events

Note 11 - Subsequent Events	9 Months Ended
	Sep. 30, 2013
Notes	'
Note 11 - Subsequent Events	'
	NOTE 11 - SUBSEQUENT EVENTS
	On October 15, 2013, Terry Anderton resigned from his positions as President and Director of Trunity Holdings, Inc.  Effective October 2013, the Company ceased paying Mr. Anderton rent for use of his guest house.  See Note 4 – Significant Transactions with Related Parties.

Note_2_Summary_of_Significant_1

Note 2 - Summary of Significant Accounting Policies: Basis of Accounting, Policy (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
Basis of Accounting, Policy	'
	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.

Note_2_Summary_of_Significant_2

Note 2 - Summary of Significant Accounting Policies: Going Concern (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
Going Concern	'
	Going Concern - The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred net losses 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.

Note_2_Summary_of_Significant_3

Note 2 - Summary of Significant Accounting Policies: Website and Platform Development Costs (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
Website and Platform Development Costs	'
	Website and Platform Development Costs - The Company has adopted the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 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 capitalized and amortized over the estimated three year life of the asset. Development costs of computer software to be leased, or otherwise marketed are subject to capitalization beginning when a 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 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.

Note_2_Summary_of_Significant_4

Note 2 - Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
Revenue Recognition Policy	'
	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 consulting, and advertising revenue. 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.

Note_2_Summary_of_Significant_5

Note 2 - Summary of Significant Accounting Policies: Derivative Financial Instruments (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
Derivative Financial Instruments	'
	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.

Note_2_Summary_of_Significant_6

Note 2 - Summary of Significant Accounting Policies: Share-based Compensation (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
Share-based Compensation	'
	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 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.
	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.

Note_2_Summary_of_Significant_7

Note 2 - Summary of Significant Accounting Policies: CommonStockPurchaseWarrants (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
CommonStockPurchaseWarrants	'
	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 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.

Note_2_Summary_of_Significant_8

Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2013
Policies	'
Recent Accounting Pronouncements	'
	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' equity. The Company adopted the method of presentation using one consecutive financial statement.
	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 did not have a material impact on the 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 likely than not" that the asset is impaired. The changes to Codification Topic 350 were effective for the Company beginning July 1, 2013, the guidance did not have a material impact on the Company's consolidated financial statements.

Note_3_Intangible_Assets_Sched

Note 3 - Intangible Assets: Schedule of Finite-Lived Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Finite-Lived Intangible Assets	'
	Trunity eLearning Platform	Estimated Life	Gross Cost	Accumulated Amortization	Net Book Value
	Assets acquired from Trunity, LLC	3 years	$1,775,000	$(1,775,000)	$          -
		3 years	121,820	(121,820)	-
	Internal costs capitalized for period from July 28, 2009 (inception) to December 31, 2009
		3 years	342,345	(342,345)	-
	Internal costs capitalized for the twelve months ended December 31, 2010
	Internal costs capitalized for the twelve months ended December 31, 2011	3 years	327,100	(245,325)	81,775
		3 years	548,031	(254,698)	293,333
	Internal costs capitalized for the twelve months ended December 31, 2012
		3 years	378,330	-62,440	315,890
	Internal costs capitalized for the nine months ended September 30, 2013
	Carrying value as of September 30, 2013				$   690,998

Note_3_Intangible_Assets_Sched1

Note 3 - Intangible Assets: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Tables)	9 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	'
	Remainder of 2013	$104,455
	2014	363,304
	2015	191,097
	2016	32,142
	Total future amortization expense	$690,998

Note_5_Convertible_Debt_Schedu

Note 5 - Convertible Debt: Schedule of Convertible Debentures (Tables)	9 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Convertible Debentures	'
		Face Value	Initial Discount	Accumulated	Carrying Value
				Amortization
	July Notes	$   207,140	$    (84,788)	$  49,460	$ 171,812
	September Notes	330,900	(115,712)	62,677	277,865
	October and November Notes	59,000	(13,317)	6,328	52,011
	November – Related Party Notes	565,372	(240,687)	110,040	434,725
	Total	$1,162,412	$  (454,504)	$228,505	$ 936,413

Note_6_Derivatives_Fair_Value_

Note 6 - Derivatives: Fair Value Measurements, Significant Assumptions, Debt issued in November 2012 (Tables)	9 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Fair Value Measurements, Significant Assumptions, Debt issued in November 2012	'
		Issuance	December 31,	March 30,	May 22,	June 19,
		Date	2012	2013	2013	2013
	Expected Volatility	51.08%	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
	Risk Free Interest Rate	0.19%	0.16%	0.07%	0.04%	0.05%
	Dividend Rate	0%	0%	0%	0%	0%

Note_6_Derivatives_Fair_Value_1

Note 6 - Derivatives: Fair Value Measurements, Significant Assumptions, Debt issued in January 2013 (Tables)	9 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Fair Value Measurements, Significant Assumptions, Debt issued in January 2013	'
		Issuance	March 31,	June 24,
		Date	2013	2013
	Expected Volatility	50.77%	49.82%	29.43%
	Expected Term	0.75 Years	0.45 Years	0.16 Years
	Risk Free Interest Rate	0.11%	0.11%	0.06%
	Dividend Rate	0%	0%	0%

Note_7_Stock_Based_Compensatio1

Note 7- Stock Based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Tables)	9 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Share-based Compensation, Stock Options, Activity	'
		Shares	Weighted- Average Exercise     Price	Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
	Outstanding at December 31, 2012	7,384,619	$   0.34	8.3	$       -
	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	$       -

Note_8_Warrants_To_Purchase_Co1

Note 8 - Warrants To Purchase Common Stock: Schedule of Warrants (Tables)	9 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Warrants	'
		Shares	Weighted- Average Exercise     Price	Weighted- Average Remaining Contractual Term
	Outstanding at December 31, 2012	650,280	$    1.25	2.15
	Granted	9,898,836	1.00	2.00
	Exercised	-	-	-
	Expired	(24,167)	3.00	3.00
	Outstanding at September 30, 2013	10,524,949	$    1.00	1.60
	Exercisable at September 30, 2013	10,524,949	$    1.00	1.60

Note_3_Intangible_Assets_Sched2

Note 3 - Intangible Assets: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) (USD $)	Sep. 30, 2013
Details	'
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year	$104,455
Finite-Lived Intangible Assets, Amortization Expense, Year Two	363,304
Finite-Lived Intangible Assets, Amortization Expense, Year Three	191,097
Finite-Lived Intangible Assets, Amortization Expense, Year Four	32,142
Finite-lived intangible assets, total future amortization expense	$690,998

Note_4_Significant_Transaction1

Note 4 - Significant Transactions With Related Parties (Details) (USD $)	Sep. 30, 2013
Terry Anderton	'
Due from Officers or Stockholders	($988)
Les Anderton	'
Due from Officers or Stockholders	252
Joakim Lindblom	'
Due from Officers or Stockholders	$0

Note_5_Convertible_Debt_Schedu1

Note 5 - Convertible Debt: Schedule of Convertible Debentures (Details) (USD $)	Sep. 30, 2013
Convertible Notes Payable	$1,162,412
Debt Instrument, Unamortized Discount	-454,504
Convertible Debentures, Accumulated Amortization	228,505
Convertible Debentures, Carrying Value	936,413
July Notes	'
Convertible Notes Payable	207,140
Debt Instrument, Unamortized Discount	-84,788
Convertible Debentures, Accumulated Amortization	49,460
Convertible Debentures, Carrying Value	171,812
September Notes	'
Convertible Notes Payable	330,900
Debt Instrument, Unamortized Discount	-115,712
Convertible Debentures, Accumulated Amortization	62,677
Convertible Debentures, Carrying Value	277,865
October and November Notes	'
Convertible Notes Payable	59,000
Debt Instrument, Unamortized Discount	-13,317
Convertible Debentures, Accumulated Amortization	6,328
Convertible Debentures, Carrying Value	52,011
November Related Party Notes	'
Convertible Notes Payable	565,372
Debt Instrument, Unamortized Discount	-240,687
Convertible Debentures, Accumulated Amortization	110,040
Convertible Debentures, Carrying Value	$434,725

Note_6_Derivatives_Details

Note 6 - Derivatives (Details) (USD $)	Sep. 30, 2013
November Convertible Debt	'
Convertible Debt	$42,500
Derivative Liability, Fair Value, Gross Liability	32,622
January Convertible Debt	'
Convertible Debt	37,500
Derivative Liability, Fair Value, Gross Liability	$28,603

Note_6_Derivatives_Fair_Value_2

Note 6 - Derivatives: Fair Value Measurements, Significant Assumptions, Debt issued in November 2012 (Details) (November Related Party Notes)	9 Months Ended
	Sep. 30, 2013
Issuance Date	'
Fair Value Assumptions, Expected Volatility Rate	51.08%
Fair Value Assumptions, Expected Term	'9 months
Fair Value Assumptions, Risk Free Interest Rate	0.19%
Fair Value Assumptions, Expected Dividend Rate	0.00%
31-Dec-12	'
Fair Value Assumptions, Expected Volatility Rate	52.67%
Fair Value Assumptions, Expected Term	'7 months 6 days
Fair Value Assumptions, Risk Free Interest Rate	0.16%
Fair Value Assumptions, Expected Dividend Rate	0.00%
31-Mar-13	'
Fair Value Assumptions, Expected Volatility Rate	40.55%
Fair Value Assumptions, Expected Term	'3 months 18 days
Fair Value Assumptions, Risk Free Interest Rate	0.07%
Fair Value Assumptions, Expected Dividend Rate	0.00%
22-May-13	'
Fair Value Assumptions, Expected Volatility Rate	38.46%
Fair Value Assumptions, Expected Term	'1 month 28 days
Fair Value Assumptions, Risk Free Interest Rate	0.04%
Fair Value Assumptions, Expected Dividend Rate	0.00%
19-Jun-13	'
Fair Value Assumptions, Expected Volatility Rate	25.09%
Fair Value Assumptions, Expected Term	'1 month 6 days
Fair Value Assumptions, Risk Free Interest Rate	0.05%
Fair Value Assumptions, Expected Dividend Rate	0.00%

Note_6_Derivatives_Fair_Value_3

Note 6 - Derivatives: Fair Value Measurements, Significant Assumptions, Debt issued in January 2013 (Details) (January Convertible Debt)	9 Months Ended
	Sep. 30, 2013
Issuance Date	'
Fair Value Assumptions, Expected Volatility Rate	50.77%
Fair Value Assumptions, Expected Term	'9 months
Fair Value Assumptions, Risk Free Interest Rate	0.11%
Fair Value Assumptions, Expected Dividend Rate	0.00%
31-Mar-13	'
Fair Value Assumptions, Expected Volatility Rate	49.82%
Fair Value Assumptions, Expected Term	'5 months 12 days
Fair Value Assumptions, Risk Free Interest Rate	0.11%
Fair Value Assumptions, Expected Dividend Rate	0.00%
24-Jun-13	'
Fair Value Assumptions, Expected Volatility Rate	29.43%
Fair Value Assumptions, Expected Term	'1 month 28 days
Fair Value Assumptions, Risk Free Interest Rate	0.06%
Fair Value Assumptions, Expected Dividend Rate	0.00%

Note_7_Stock_Based_Compensatio2

Note 7- Stock Based Compensation (Details)	9 Months Ended
	Sep. 30, 2013
2009 Employee, Director and Consultant Stock Option Plan (the " 2009 Plan")	'
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	5,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Description	'Stock options typically vest over a three year period and have a life of ten years from the date granted.
2012 Employee, Director and Consultant Stock Option Plan (the "2012 Plan")	'
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	7,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Description	'Stock options typically vest over a three year period and have a life of ten years from the date granted.

Note_7_Stock_Based_Compensatio3

Note 7- Stock Based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Details) (Common Stock, USD $)	9 Months Ended
	Sep. 30, 2013
Common Stock	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	960,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$0.38
SharebasedCompensationArrangementSharesGrantedWeightedAverageRemainingContractualTerm	9.64
Exercise of common stock options, Shares	-110,092
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$0.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period	-3,587,897
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	$0.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	4,646,630
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$0.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,667,130
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$0.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	'7 years 1 month 20 days

Note_8_Warrants_To_Purchase_Co2

Note 8 - Warrants To Purchase Common Stock: Schedule of Warrants (Details) (Warrant, USD $)	9 Months Ended
	Sep. 30, 2013
Warrant	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	9,898,836
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$0
SharebasedCompensationArrangementSharesGrantedWeightedAverageRemainingContractualTerm	2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period	-24,167
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	$3
WarrantsExpiredWeightedAverageRemainingContractualTerm	3
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	10,524,949
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1.6
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	10,524,949
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	'1 year 7 months 6 days

Note_9_Stockholders_Equity_Det

Note 9 - Stockholder's Equity (Details) (June 5, 2013, USD $)	9 Months Ended
	Sep. 30, 2013	Jun. 05, 2013
5-Jun-13	'	'
Shares, Issued	'	8,936,470
Share Price	'	$0.40
Proceeds from Sale of Treasury Stock	$3,574,588	'

Note_10_Commitments_Details

Note 10 - Commitments (Details)	9 Months Ended
	Sep. 30, 2013
Details	'
Description of Lessee Leasing Arrangements, Capital Leases	'In August 2013, the Company executed a lease for 8,713 square feet for its corporate offices located in Portsmouth, New Hampshire.