UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K / A


Amendment No. 1





(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.





Yeso
Nox


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





Yeso
Nox





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).





Yesx
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-Kx .





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 ̈
Nox





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. 1 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 add management’s evaluation of Disclosure Controls and Procedures to Item 9A and to correct 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.  No other changes have been made to the Form 10-K.






ITEM 9A.           CONTROLS AND PROCEDURES





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.





ITEM 15.           EXHIBITS





Exhibits required by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on Page 5 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: May 14, 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





05/14/12/s/ Gerald F. SullivanGerald F. SullivanChief Executive Officer, Chief Financial Officer, and Director(Principal Executive Officer and Principal Accounting Officer)05/ 14/12
/s/ Amy Savage-AustinAmy Savage-Austin,Director





05/14/12
/s/ Rob CopenhaverRob CopenhaverSecretary, Director





05/14/12
/s/ Michael HanlonMichael HanlonDirector











INDEX TO EXHIBITS





Exhibit No.
Description31.1
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**
 101.INS1, 2
XBRL Instance Document101.SCH1, 2
XBRL Taxonomy Extension Schema Document101.CAL1, 2
XBRL Taxonomy Extension Calculation Linkbase Document101.DEF1, 2
XBRL Taxonomy Extension Definition Linkbase Document101.LAB1, 2
XBRL Taxonomy Extension Label Linkbase Document101.PRE1, 2
XBRL Taxonomy Extension Presentation Linkbase Document


*
Filed herewith**
Furnished herewith


1 Incorporated by reference from the Form 10K filed with the Commission on April 30, 2012


2 Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.