XML 24 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
7. SUBSEQUENT EVENT
6 Months Ended
Dec. 31, 2011
Subsequent Events [Text Block]
7. SUBSEQUENT EVENT

On January 24, 2012, the company entered into an Agreement and Plan of Merger for the purpose of changing its corporate domicile from Utah to the State of Delaware.  Pursuant to the agreement, the Company was merged with and into Trunity Holdings, Inc., a newly formed Delaware corporation (“Trunity Holdings”), for the purpose of changing its corporate domicile.  Three principal stockholders, Donna Norman, George Norman and Lane Clissold sold 961,974 shares (post split 1 for 40) of their BrainTree common stock, representing 90.1% of the issued and outstanding shares, to Trunity Holdings.  This enabled Trunity Holdings, as a 90% holder of the Company’s common stock, to effect a merger of its subsidiary (BrainTree) with and into Trunity Holdings for the sole purpose of changing corporate domicile.  As a result of the transaction, the Company became Trunity Holdings, Inc., a Delaware corporation, and all of the Company’s stockholders retained their proportionate interest in the Delaware corporation. The transaction was permissible under applicable Utah law, which provides that a corporation owning in excess of 90% of a subsidiary can merge the subsidiary into itself without stockholder approval.

Upon the change of domicile merger being completed, the Company now known as Trunity Holdings entered into an Agreement and Plan of Merger whereby its wholly owned subsidiary, Trunity Acquisitions, Inc. merged with and into Trunity, Inc., a Delaware corporation, with Trunity, Inc. being the survivor of the merger and becoming a wholly owned subsidiary of the Company,  Trunity Holdings.  Under the terms of the merger agreement, the former Trunity, Inc. stockholders exchanged their shares for Trunity Holding shares so that upon the closing of the merger, they own 99% of Trunity Holdings.  As a result of the transaction, Brain Tree became Trunity Holdings, Inc., a Delaware corporation, and Brain Tree stockholders now hold shares of Trunity Holdings.  On January 12, 2012 the Company received a $20,000 cash payment from Trunity, Inc. for expenses.