UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION 13 OR 15(~~Date~~d) of ~~earliest~~the ~~event~~SECURITIES ~~reported):~~EXCHANGE ~~May~~ACT ~~18,~~OF ~~2015~~1934

Date of Report (Date of earliest event reported): February 12, 2016

SIBLING GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


TEXAS	000-28311	76-0270334
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7380 W. Sand Lake Road Suite 500 Orlando, FLFlorida 32819 (Address of principal executive offices)

(407) 734-1531

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 54.0201.

~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Accountant

~~Appointment~~On ofFebruary ~~New~~12, ~~Directors~~2016 Sibling Group Holdings, Inc. (the “Company”) retained RBSM LLP (“RBSM”) as its independent registered public accounting firm responsible for auditing its financial statements to replace Liggett & Webb P.A. (“LW”) who was dismissed as the Company’s independent registered public accounting firm.

OnLW’s ~~November~~reports 3,on ~~2015,~~ the ~~Board~~Company’s offinancial ~~Directors~~statements ~~(the~~as ~~“Board”)~~ of ~~Sibling~~and ~~Group~~for ~~Holdings, Inc. (~~the ~~“Company”) appointed Mr. Michael Horn and Mr. David Dai to fill~~ two ofyears ~~the~~ended ~~vacancies~~June ~~on the Board. As compensation for their services as directors~~30, ~~each~~2015 ~~of Mr. Horn~~ and ~~Mr.~~2014, ~~Dai~~did ~~will~~not ~~receive~~contain an ~~annual~~adverse ~~cash~~opinion ~~retainer~~or disclaimer of ~~$40~~opinion,~~000~~ and iswere ~~eligible~~not toqualified ~~receive~~or ~~(i)~~modified ~~350,000~~as ~~shares~~to ofuncertainty, ~~the~~audit ~~restricted stock~~scope, ~~which~~or ~~will~~accounting ~~vest~~principles, ~~immediately~~except ~~once~~that ~~the~~each ~~shares~~report ~~have~~did ~~been~~contain ~~issued; and (ii)~~ an ~~additional~~explanatory ~~150,000~~paragraph ~~shares~~related ~~of the restricted stock for each successive year of service, subject~~ to ~~adjustment by~~ the ~~Board if the price of the~~ Company’s ~~common~~ability ~~stock~~to ~~rises~~continue ~~above~~as ~~$1.00.~~a going concern.

~~Mr.~~The ~~Dai~~decision ~~was appointed~~ to ~~the~~dismiss ~~Board~~LW ~~pursuant to the Securities Purchase Agreement, effective as of February 27, 2015, between the Company~~ and ~~Shenzhen City Qianhai Xinshi Education Management Co., Ltd. (“Shenzhen”) and certain accredited and institutional investors (together with Shenzhen,~~ the ~~“Investors”),~~selection ~~the terms~~ of ~~which~~RBSM ~~have~~was ~~been~~unanimously ~~previously~~approved ~~disclosed~~ by the Company~~. The terms of the Securities Purchase Agreement provide that the Investors have the right to designate two individuals to serve on the Company~~’s ~~Board.~~board ~~Mr. Dai has been appointed to the Board as one~~ of ~~these designees~~directors.

OnDuring ~~November~~the 5years ended June 30, 2015 and 2014, and in the ~~Company~~subsequent ~~issued~~interim aperiod ~~press~~through ~~release~~February ~~announcing~~12, 2016 (the ~~appointment~~date of ~~Mr.~~dismissal ~~Horn~~of toLW), ~~the~~there ~~Board,~~were ano ~~copy~~disagreements with LW on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which isdisagreements, ~~filed~~if asnot ~~Exhibit~~resolved ~~99.1~~to the satisfaction of LW, would have caused it to ~~this~~make ~~Current~~reference ~~Report~~to the subject matter of the disagreement in connection with its reports on ~~Form~~the ~~8-K~~Company’s ~~and~~financial ~~incorporated~~statements ~~herein~~for bysuch ~~reference~~years.

~~Termination~~With the exception of ~~Officer~~material ~~Position~~weaknesses related to the Company’s internal control over financial reporting, there were no events otherwise reportable under Item 304(a)(1)(v) of Regulation S-K during the year ended June 30, 2015 and in the subsequent interim period through February 12, 2016.

OnDuring ~~May~~the 18Company’s two most recent years and in the subsequent interim period through February 12, ~~2015~~2016, the Company ~~restructured~~did ~~its~~not ~~management~~consult ~~team~~with ~~and~~RBSM regarding the ~~positions~~application of ~~the~~accounting ~~Chief~~principles ~~Academic~~to ~~Officer~~a ~~and~~specified ~~Chief~~transaction, ~~Learning~~either ~~Officer,~~contemplated ~~formerly~~or ~~held~~proposed, byor ~~Mr.~~the ~~Jed~~type ~~Friedrichsen,~~of ~~such~~audit opinion that ~~these~~might ~~positions~~be norendered ~~longer~~on ~~carry~~ the ~~duties~~Company’s financial statements, and ~~responsibilities~~neither ofa anwritten ~~executive~~report ~~officer.~~nor Asoral ofadvice ~~this~~was ~~date,~~provided ~~Mr.~~that ~~Friedrichsen~~was ~~stepped~~an ~~down~~important ~~from~~factor ~~these~~considered ~~positions~~by ~~and~~the ~~now~~Company ~~serves~~in reaching a decision as to the ~~Company’s~~accounting, ~~EVP~~auditing ~~Research~~or &financial ~~Thought~~reporting ~~Leadership~~issue, or with any of the matters outlined in Item 304(a)(2)(ii) ~~non-executive~~of ~~officer~~Regulation ~~position~~S-K.

~~Item~~The 9Company provided LW with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”), and requested LW furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company above, and if not, stating the respects in which it does not agree.01 A copy of LW’s letter dated February 16, 2016, is attached hereto as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1		Press release issued by the Company, dated November 5, 2015.
16.1		Letter from Liggett & Webb P.A.to the Securities and Exchange Commission, dated February 16, 2016.

2Signatures

~~Signatures~~Pursuant to the requirements 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.

Pursuant to the requirements 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.


	Sibling Group Holdings, Inc.

Date: February 18, 2016	By:	/s/ Angelle Judice
		Angelle Judice, Chief Financial Officer

	Sibling Group Holdings, Inc.
Date: November 5, 2015	By:	/s/ Angelle Judice
		Angelle Judice, Chief Financial Officer

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