UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON, D.C.
 20549





FORM
20-F/A




AMENDED
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscalperiod ended August 31,
2008




Commission file
number: 001-34021





CIBT
EDUCATION GROUP INC.


(Exact name of
Registrant as specified in its charter)





British
Columbia,Canada


(Jurisdiction of
Incorporation)





Suite1200, 777
West Broadway


Vancouver,British
Columbia,CanadaV5Z
4J7


(Address of
principal executive offices)




Securities
registered or to be registered pursuant to Section 12(b) of the Act:N/A


Securities
registered or to be registered pursuant to Section 12(g) of the Act:N/A


Securities for
which there is a reporting obligation pursuant to Section 15(d) of the Act:N/A




Indicate the number
of outstanding shares of each of the Registrant’s classes of capital of common
stock as of August 31, 2008:64,109,297 Common Shares




Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes  o   No
x





If
this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. Yes  o  No x





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.


Yes  x   No
o





Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated
filer o     Accelerated
filer o    
Non-accelerated filer  x




Indicate by check
mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:









U.S. GAAP o            International
Financial Reporting Standards as issued by the IASB  o   Other
 x




If
“Other” has been checked in response to the previous question, Indicate by check
mark which financial statement item the registrant has elected to
follow.


Item 17 x   Item
18 o




If this is an annual report,
indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes  o   No
x




APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS




Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes  o   No 
o









CIBT Education
Group Inc.’s (“our”) amended annual report on a Form 20-F/A is being filed to
attach a copy of our current stock option plan as Exhibit 4.17 to the Form 20-F
filed with the Securities and Exchange Commission on March 25, 2009, along with
amended certifications signed by our Chief Executive Officer and Chief Financial
Officer. A revised table of exhibits is included below. There are no other
amendments being made to the Form 20-F except as described herein.




ITEM
19.  Exhibits





Exhibit
      Number
            Description1.1
            Certificate
      of Incorporation (1)1.2
            Articles of
      Incorporation (1)1.3
            Certificate
      of change of name as filed with British Columbia, Canada on November 14,
      2007 (2)4.1
            Toby Chu
      Employment Agreement dated January 1, 2003 (1)4.2
            Amendment of
      Toby Chu Employment Agreement dated April 19, 2007 (2)4.3
            Educational
      Service Provider Agreement with City University regarding Boeing MBA
      program (1)4.4
            Educational
      Service Provider Agreement with ITT Educational Services, Inc. and Weifang
      University (1)4.5
            Educational
      Service Provider Agreement with Beijing University of Technology
      (1)4.6
            Facility
      Provider Agreement with Weifang Commercial School dated August 14, 2007
      (1)4.7
            Facility
      Provider Agreement with Qingdao Senior Technician College dated October
      30, 2007 (2)4.8
            Facility
      Provider Agreement with Zhuhai Broadcasting and TV College dated November
      30, 2007 (2)4.9
            Facility
      Provider Agreement with Tianjin University dated November 8, 2007
      (2)4.10
            Facility
      Provider Agreement with Fujian Xinhua Technical School dated November 30,
      2007 (2)4.11
            2007 Stock
      Option Plan (1)4.12
            Loan
      Agreement with Golden Field Company Profit Sharing Plan
  (1)4.13
            Convertible
      Promissory Note with Black Gardenia Corp. (1)4.14
            Securities
      Purchase Agreement (1)4.15
            Acquisition
      Agreement of Sprott-Shaw (3)4.16
            Acquisition
      Agreement of Tourism Training Institute (3)4.17
            2008 Stock Option Plan8.1
            List of
      Subsidiaries:CIBT School
      of Business & Technology Corp. (British Columbia)Sprott Shaw
      Degree College Corp. (British Columbia)IRIX Design
      Group Inc. (British Columbia)11.1
            Code of
      Ethical Conduct (2)12.1
            CEO Certification to Amended Form 20-F/A Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200212.2
            CFO Certification to Amended Form 20-F/A Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200213.1
            CEO Certification to Amended Form 20-F/A Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 200213.2
            CFO Certification to Amended Form 20-F/A Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002





(1) Included as
exhibits to our Form 20-FR filed May 10, 2007


(2) Included as
exhibits to our Form 20-F filed January 2, 2008


(3) Included as
exhibits to our Form 20-F filed March 25, 2009









SIGNATURES




The registrant
hereby certifies that it meets all of the requirements for filing on Form 20-F/A
and that it has duly caused and authorized the undersigned to sign this amended
annual report on its behalf.











CIBT Education Group
      Inc.
              (Registrant)Date: May
      14, 2009
            /s/
      Toby ChuToby
      Chu
              Director,
      President,Chief
      Executive OfficerDate: May 14,
      2009
            /s/
      Tim LeongTim
      Leong
              Chief
      Financial Officer,Senior Vice
      President