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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K / AAmendment No. 4

(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 1934for the transition period
from _______to ________.

Commission file number:000-28311

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

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

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 [   ]

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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.

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EXPLANATORY NOTE:

The purpose of this Amendment No. 4 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 revise Item 9A in its entirety. 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 (GAAP). 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 GAAP, (iii) receipts and expenditures of the
Company are being made only in accordance with authorizations of management and
directors of the Company; and (iv) 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 assessed the effectiveness of the
Companys internal control over financial reporting as of December 31, 2011
based on the framework established inInternal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and 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
to ensure compliance with GAAP and the rule and regulations of the SEC,
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.

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 with appropriate knowledge of SEC
and GAAP accounting.

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 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.

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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. As a result of the deficiencies
in the Companys disclosure controls and procedures, management has concluded
that the Companys disclosure controls and procedures are not effective.

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over
financial reporting during our fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 15. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K
are listed in the Index to Exhibits and are incorporated herein by this
reference.

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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 20, 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

|07/20/12 | /s/ Gerald F. Sullivan                                              
|-------- | --------------------------------------------------------------------
|         | Gerald F. Sullivan                                                  
|         | Chief Executive Officer, Chief Financial
      Officer, and Director
|         | (Principal Executive Officer and Principal
      Accounting Officer)
|         |                                                                     
|07/20/12 | /s/ Amy Savage-Austin                                               
|         | Amy Savage-Austin,                                                  
|         | Director                                                            
|         |                                                                     
|07/20/12 | /s/ Rob Copenhaver                                                  
|         | Rob Copenhaver                                                      
|         | Secretary, Director                                                 
|         |                                                                     
|07/20/12 | /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

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