---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K / AAmendment No. 3

(Mark One)

[X] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year endedDecember 31, 2011.

[_] Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from ________ to
________.

Commission file number:000-28311

SIBLING ENTERTAINMENT GROUP HOLDINGS, INC.(Exact name of registrant as specified in its charter)

|Texas                                            | 76-027334                           
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or |                                     
|organization)                                    | (IRS Employer Identification Number)

1201 Peachtree St. NE, Bldg 400 Ste 200, Atlanta, GA 30361(Address of Principal Executive Office) (Zip Code)

(404) 551-5274(Registrants telephone number,
Including Area Code)

Securities registered under Section 12(g) of the Exchange Act:

common stock ($0.0001 Par Value)

Indicate by check mark if the registrant is a well-known
seasoned issuer as defined in Rule 405 of the Securities Act.

Yes [_]     No [X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act.

Yes [_]     No [X]

Indicate by check mark whether the registrant: (1) 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 [_]

Indicate by check mark whether the registrant has submitted
electronically and posted in its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this Chapter) during the preceding 12 months or such shorter
period that the registrant was required to submit and post such files).

Yes [X]      No [_]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this Chapter) is contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K [X] .

---

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

|Large Accelerated Filer [_] | Accelerated Filer [_]        
|--------------------------- | -----------------------------
|Non-Accelerated Filer [_]   | Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).

Yes [_]      No [X]

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common
equity as of the last business day of the registrants most recently completed
fiscal year (December 31, 2011) was approximately $4,295,635.

The number of shares outstanding of each of the registrants
classes of common stock as of December 31, 2011 was 71,593,931 shares of common
stock and 9,879,854 shares of series common stock.

---

EXPLANATORY NOTE:The purpose of this Amendment
      No. 3 to the Annual Report on Form 10-K of Sibling Entertainment Group
      Holdings, Inc. (the Company) for the year ended December 31, 2011, filed
      with the Securities and Exchange Commission on April 30, 2012  (the "Form 10-K") is to combine the Managements Report on Internal
      Controls over Financial Reporting as disclosed in the 10-K with
      Managements Report on Disclosure Controls and Procedure as disclosed in
      Amendment 1 to the Form 10-K filed May 14, 2012, and to express
      management's opinion as to the effectiveness of disclosure controls and
      procedures. No other changes have
      been made to the Form 10-K.


ITEM 9A. CONTROLS AND PROCEDURES

Managements Report on Internal Controls over Financial
Reporting

Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United States of
America. Internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a
material effect on the interim or annual financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with policies or procedures may deteriorate.

The Companys management did not assess the effectiveness of
the Companys internal control over financial reporting as of December 31, 2011
in accordance with a recognized framework, due to its lack of resources.
However, we have identified what we believe to be material weaknesses.

A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely
basis.

The material weaknesses identified during our annual audit for
2011 were (i) lack of segregation of duties, (ii) lack of sufficient resources
with SEC, generally accepted accounting principles (GAAP), especially with
regards to equity based transactions and tax accounting expertise; and (iii)
inadequate security over information technology. These control deficiencies
resulted in audit adjustments to the Companys 2011 annual financial statements.
Accordingly, management has determined that these control deficiencies
constitute material weaknesses.

Because of these material weaknesses, management concluded that
the Company did not maintain effective internal control over financial reporting
as of December 31, 2011. This report does not include an attestation report of
our registered public accounting firm regarding our internal controls over
financial reporting. The disclosure contained under this Item 9A was not subject
to attestation by our registered public accounting firm pursuant to temporary
rules of the SEC that permit us to provide only the disclosure under this Item
8A in this annual report.

The auditors did not test the effectiveness of nor relied on
the internal controls of the Company for the fiscal years ended December 31,
2011.

We believe that the material weaknesses as reported will
eventually be fully remediated, upon being properly capitalized to hire the
proper personnel for segregation of duties and SEC and GAAP accounting
knowledge.

Managements Report on Disclosure Controls and Procedures

The Companys management has identified what it believes are
deficiencies in the Companys disclosure controls and procedures. The
deficiencies in the Companys disclosure controls and procedures resulted in
failures to timely file periodic reports within the time periods specified in
the SEC's rules and forms.

---

The deficiencies in our disclosure controls and procedures
included (i) lack of segregation of duties and (ii) lack of sufficient resources
to ensure that information required to be disclosed by the Company in the
reports that the Company files or submits to the SEC are recorded, processed,
summarized, and reported, within the time periods specified in the SEC's rules
and forms.

The Company intends to take corrective action to ensure that
information required to be disclosed by the Company pursuant to the reports that
the Company files or submits to the SEC is accumulated and communicated to the
Company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Notwithstanding management's
identification of areas for improvement, overall management has considered that
the Company's disclosure controls and procedures are effective.

ITEM 15. EXHIBITS

Exhibits required by Item 601 of Regulation S-B are listed in
the Index to Exhibits beginning on Page __ of this Form 10-K/A, which is
incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 6, 2012

Sibling Entertainment Group
Holdings, Inc.

/s/ Gerald F.
SullivanGerald F. Sullivan, Chief Executive Officer, Chief
Financial Officer, and Director (Principal Executive Officer and Principal
Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicate

|07/06/12 |  | /s/ Gerald F.
      Sullivan                                        
|-------- |  | --------------------------------------------------------------------
|         |  | Gerald F. Sullivan                                                  
|         |  | Chief Executive Officer, Chief Financial
      Officer, and Director
|         |  | (Principal Executive Officer and Principal
      Accounting Officer)
|         |  |                                                                     
|07/06/12 |  | /s/ Amy
      Savage-Austin                                         
|         |  | Amy Savage-Austin,                                                  
|         |  | Director                                                            
|         |  |                                                                     
|07/06/12 |  | /s/ Rob
      Copenhaver                                            
|         |  | Rob Copenhaver                                                      
|         |  | Secretary, Director                                                 
|         |  |                                                                     
|07/06/12 |  | /s/ Michael
      Hanlon                                            
|         |  | Michael Hanlon                                                      
|         |  | Director                                                            

INDEX TO EXHIBITS

|Exhibit No. | Description                                                                                                                                                                                                              
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification of Chief Executive Officer and Chief
      Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002, promulgated under the Securities and Exchange Act of 1934, as
      amended.*
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                           

*     Filed herewith
**   Furnished herewith

---