Note 9 - Stockholder's (Deficit) Equity

12 Months Ended

Dec. 31, 2014

Note 9 - Stockholders Equity

Note 9 - Stockholder's (Deficit) Equity

Note 9 – Stockholders’ (Deficit) Equity

Sales of Common Stock – During the year ended December 31, 2014, the Company raised gross proceeds of $761,025 through the sale of 4,630,390 shares of 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 $22,951 of securities issuance costs and issued 114,756 warrants representing commissions paid to broker-dealers who assisted with these transactions and repurchased 667,702 shares of common stock for $66,770 from the former CEO in connection with these transactions.

During 2013, the Company raised gross proceeds of $3,857,588 through the sale of 9,668,416 shares of common stock to investors at a price of $0.40 per share. These sales of shares occurred at various times throughout 2013. The Company incurred stock issuance costs of $186,729 consisting chiefly of commissions paid to broker-dealers who assisted with the offering. 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.

Warrants for Services – During the year ended December 31, 2014, in connection with services rendered, the Company issued warrants to purchase 360,000 shares of the Company’s common stock at an exercise price of $0.90 per share in exchange for investor relation services conducted on behalf of the Company.

Shares for Services – During the year ended December 31, 2014, in connection with services rendered, the Company issued 3,500,000 restricted shares of the Company’s common stock at a value of $0.14 per share in exchange for strategic legal services conducted on behalf of the Company. During the year ended December 31, 2013, in connection with services rendered, the Company issued 120,000 restricted shares of the Company’s common stock at a value of $0.40 per share in exchange for sales and brokerage services conducted on behalf of the Company.

Shares in exchange for conversion of trade and note payable – During the year ended December 31, 2014, in connection with conversion of a six-month convertible promissory note, the Company issued 606,061 shares of the Company’s common stock at a conversion price of $0.165 per share less 101,010 shares of common stock for $10,101 repurchased from the former CEO in connection with this transaction. During the year ended December 31, 2013, in connection with services rendered, the Company issued 143,750 shares of the Company’s common stock at a value price of $0.40 per share in exchange for settlement of an outstanding payable due to RCM Financial Consulting of $57,500.

Shares issued for convertible note payable – During the year ended December 31, 2014, in connection with the Peak Agreement, the Company issued 137,500 shares of restricted Common Stock valued at $.0001 par value per share to cover the expenses incurred and analysis performed by Peak in connection with the transaction.

Reverse Merger Transaction – 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 Trunity Holdings, Inc., 961,974 of BTI shares were purchased for the price of $325,000 plus 325,000 shares of Trunity common stock. As part of the transaction, on January 24, 2012, immediately prior to the Merger, BTI reincorporated in Delaware and changed its name from Brain Tree International, Inc. to Trunity Holdings, Inc. Pursuant to the reincorporation, 105,064 minority shares of BTI automatically converted into the same number of shares of THI. As a result of the reverse merger the paramount for shares was reduced from $.001 to $.0001 and subsequently an entry was recorded in 2013 to reflect this reclassification.

Exercise of stock options – During the year ended December 31, 2014, a shareholder exercised 110,092 options at an exercise price of $0.35.