UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended ~~December~~March 31, ~~2015~~2016.

¨ o 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 GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


TEXAS	76-0270334
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

7380 W. Sand Lake Road Suite 500; Orlando, FL 32819

(Address of Principal Executive Office) (Zip Code)

(407) 734-1531

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 þ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 for such shorter period that the registrant was required to submit and post such files). þ Yes ¨☐ No

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.

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer ¨o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨☐ Yes þ No

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. ~~202~~211,~~509~~529,291 shares of common stock are outstanding as of ~~February~~June 15, 2016.

Table of Contents

TABLE OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	Condensed Consolidated Balance Sheets as of December 31, 2015 (unaudited) and June 30, 2015	1
	Condensed Consolidated Balance Sheets as of March 31, 2016 (unaudited) and June 30, 2015	2
	Condensed Consolidated Statements of Operations for the six months ended December 31, 2015 and 2014 (unaudited)	2
	Condensed Consolidated Statements of Operations for the nine months ended March 31, 2016 and 2015 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2015 and 2014 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2016 and 2015 (unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	45
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1519
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2023
ITEM 4.	CONTROLS AND PROCEDURES	2123
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2224
ITEM 1A.	RISK FACTORS	2224
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2224
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2224
ITEM 4.	MINE SAFETY DISCLOSURES	2225
ITEM 5.	OTHER INFORMATION	2225
ITEM 6.	EXHIBITS	2325
	SIGNATURES	2426

-i-

Table of Contents

INTRODUCTORY NOTES

This Quarterly Report on Form 10-Q for Sibling Group Holdings, Inc. (“SIBE” or the “Company”) may contain forward-looking statements. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. Forward-looking statements include information concerning possible or assumed future business success or financial results. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties set forth under “Risk Factors” in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended June 30, 2015, and other periodic reports filed with the Securities and Exchange Commission (“SEC”). Accordingly, to the extent that this Report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that SIBE’s actual financial condition, operating results and business performance may differ materially from that projected or estimated in such forward-looking statements.

The information contained in this ~~report~~Quarterly Report, except as specifically dated, is as of ~~December~~March 31, ~~2015~~2016.

-1-

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~FINANCIAL~~SIBLING ~~STATEMENTS~~GROUP HOLDINGS, INC.

~~SIBLING~~d/b/a ~~GROUP~~GLOBAL ~~HOLDINGS,~~PERSONALIZED ~~INC.~~ACADEMICS

~~d/b/a~~Condensed ~~GLOBAL~~Consolidated ~~PERSONALIZED~~Balance ~~ACADEMICS~~Sheets

Condensed Consolidated Balance Sheets

	March 31, 2016			June 30, 2015
	(Unaudited)
ASSETS

Current assets
Cash	$	59,360		$	5,415,744
Accounts receivable, net		131,707			50,605
Prepaid expenses		572,439			288,075
Total current assets		763,506			5,754,424

Fixed Assets, net		44,068			15,632
Intangible assets, net		1,484,806			1,231,295
		1,528,874			1,246,927

Total assets	$	2,292,380		$	7,001,351

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable	$	683,226		$	1,852,602
Accrued liabilities		11,218			165,571
Deferred revenue		426,647			645,830
Short-term notes payable		100,000			130,000
Due to related party		27,366			27,367
Due to shareholders		36,900			36,900
Total current liabilities		1,285,357			2,858,270

Long-term liabilities
Long-term note payable, net of discount of $ 77,947 and $0, respectively		122,053			0

Total liabilities		1,407,410			2,858,270

Commitments and contingencies (Note 9)

Stockholders’ equity
Preferred stock, $0.0001 par value, 500,000 authorized, 500,000 issued and outstanding at March 31, 2016 and June 30, 2015		962,000			962,000
Common stock, $0.0001 par value; 500,000,000 shares authorized; 211,529,291 and 202,509,291 issued and outstanding at March 31, 2016 and June 30, 2015.		21,153			20,251
Additional paid-in capital		19,521,222			18,800,182
Accumulated deficit		(19,619,405	)		(15,639,352	)
Total stockholders' equity		884,970			4,143,081

Total liabilities and stockholders' equity	$	2,292,380		$	7,001,351

	December 31, 2015			June 30, 2015
	(Unaudited)
ASSETS
Current assets
Cash	$	1,009,792		$	5,415,744
Accounts receivable, net		31,296			50,605
Prepaid expenses		572,637			288,075
Total current assets		1,613,725			5,754,424
Fixed Assets, net		46,539			15,632
Intangible assets, net		1,420,361			1,231,295
		1,466,900			1,246,927
Total assets	$	3,080,625		$	7,001,351
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	506,023		$	1,852,602
Accrued liabilities		21,207			165,571
Deferred revenue		737,503			645,830
Short-term notes payable		—			130,000
Due to related party		27,367			27,367
Due to shareholders		36,900			36,900
Total current liabilities		1,329,000			2,858,270
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, $0.0001 par value; 500,000 authorized; 500,000 issued and outstanding at December 31, 2015 and June 30, 2015.		962,000			962,000
Common stock, $0.0001 par value; 500,000,000 shares authorized; 202,509,291 issued and outstanding at December 31, 2015 and June 30, 2015.		20,251			20,251
Additional paid-in capital		18,800,182			18,800,182
Accumulated deficit		(18,030,808	)		(15,639,352	)
Total stockholders' equity		1,751,625			4,143,081
Total liabilities and stockholders' equity	$	3,080,625		$	7,001,351

See accompanying notes to the unaudited condensed consolidated financial statements.

~~See accompanying notes to the unaudited condensed consolidated financial statements.~~-2-

1Table of Contents

SIBLING GROUP HOLDINGS, INC.

d/b/a GLOBAL PERSONALIZED ACADEMICS

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended						~~Six~~Nine months ended
	December 31, 2015						December 31, 2015
	March 31,						March 31,
	2015			2014			2015			2014
	2016			2015			2016			2015
Revenues	$	~~494~~532,~~544~~670		$	~~570~~601,~~374~~363		$	1,~~008~~541,~~896~~566		$	1,~~100~~701,~~134~~497
Cost of goods sold		~~583~~485,~~338~~573			~~207~~846,~~556~~846			1,~~048~~533,~~291~~864			~~409~~1,~~104~~255,950
Gross profit (loss)		~~(88~~47,~~794~~097	)		~~362~~(245,~~818~~483	)		~~(39~~7,~~395~~702	)		~~691~~445,~~030~~547
Operating expenses
General and administrative		~~965~~1,~~346~~071,736			~~580~~463,~~877~~991			12,~~895~~967,~~791~~527			12,~~876~~340,~~904~~895
Professional fees		~~268~~146,~~097~~790			~~513~~245,~~806~~889			~~577~~723,~~169~~959			~~884~~1,~~572~~130,461
Total operating expenses		1,~~233~~218,~~443~~526			1709,~~094,683~~880			23,~~472~~691,~~960~~486			23,~~761~~471,~~476~~356
Loss from operations		(1,~~322~~171,~~237~~429	)		(~~731~~955,~~865~~363	)		(23,~~512~~683,~~355~~784	)		(23,~~070~~025,~~446~~809	)
Other income (expense)
Other (expense)		—-			~~(129~~60,~~719~~414	)		—-			(~~259~~199,~~437~~023	)
Interest income (expense)		(14,~~580~~668	)		(78107,~~952~~029	)		(812,~~174~~842	)		(95202,~~183~~212	)
Loss on derivative		—			(151,171	)		—			(151,171	)
Financing costs - warrants		(412,500	)		-			(412,500	)		-
Gain on debt settlements		129,015			—			129,073
Impairment of Urban Planet assets acquired		-			(1,722,408	)		-			(1,722,408	)
Total other income (expense)		127,435			(359,842	)		120,899			(505,791	)
Gain on debt settlements		-			15,109			129,073			(136,062	)
Net loss	$	(1,194,802	)	$	(1,091,707	)	$	(2,391,456	)	$	(2,576,237	)
Total other income (expense)		(417,168	)		(1,753,914	)		(296,269	)		(2,259,705	)
Net loss per share	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.06	)
Net loss	$	(1,588,597	)	$	(2,709,277	)	$	(3,980,053	)	$	(5,285,514	)
Weighted average shares outstanding, basic and diluted		202,509,291			49,096,886			202,509,291			46,136,364
Net loss per share	$	(0.01	)	$	(0.04	)	$	(0.02	)	$	(0.09	)
Weighted average shares outstanding, basic and diluted		204,689,950			75,180,353			203,230,891			55,714,103

See accompanying notes to the unaudited condensed consolidated financial statements.

2-3-

~~SIBLING~~Table ~~GROUP~~of ~~HOLDINGS, INC.~~Contents

~~d/b/a~~SIBLING ~~GLOBAL~~GROUP ~~PERSONALIZED~~HOLDINGS, ~~ACADEMICS~~INC.

~~Condensed~~d/b/a ~~Consolidated~~GLOBAL ~~Statements~~PERSONALIZED ~~of Cash Flows~~ACADEMICS

~~(Unaudited)~~Condensed Consolidated Statements of Cash Flows

	Six months ended
	December 31,
	2015			2014
Cash flows from operating activities
Net loss	$	(2,391,456	)	$	(2,576,237	)
Adjustments to reconcile net loss to net cash (used in) operating activities
Common stock issued for directors/board committee fees		—			64,800
Common stock issued for services		—			597,487
Common stock issued for compensation		—			604,800
Depreciation		5,952			—
Amortization of intangibles and debt discount		186,109			276,754
Changes in operating assets and liabilities
Accounts receivable		19,309			(18,917	)
Accounts payable		(1,346,580	)		509,419
Accrued liabilities		(144,365	)		(22,395	)
Deferred revenue		91,673			238,030
Prepaid expenses		(284,562	)		(110,058	)
Derivative liability		—			151,171
Due to related parties		—			10,000
Net cash (used in) operating activities		(3,863,920	)		(275,146	)
Cash flows from investing activities
Purchase of fixed assets		(36,857	)		—
Additional investing in intangibles		(375,175	)		—
Net cash (used in) operating activities		(412,032	)		—
Cash flows from financing activities
Repayment of notes payable		(130,000	)		—
Repayment of line of credit		—			(100,000	)
Proceeds of short term notes payable		—			100,000
Proceeds of notes payable		—			250,000
Net cash provided by (used in) financing activities		(130,000	)		250,000
Net change in cash	$	(4,405,952	)	$	(25,146	)
Cash, beginning of period		5,415,744			27,250
Cash, end of period	$	1,009,792		$	2,104
Supplemental disclosure of cash flow information
Cash paid for interest	$	8,227		$	15,774
Cash paid for income taxes	$	—		$	—
Supplemental disclosure of non-cash operating and financing activities
Common stock issued for settlement of accounts payable	$	—		$	1,000

(Unaudited)

See accompanying notes to the unaudited condensed consolidated financial statements.

	Nine months ended
	March 31,
	2016			2015
Cash flows from operating activities
Net loss	$	(3,980,053	)	$	(5,285,514	)
Adjustments to reconcile net loss to net cash (used in) operating activities
Common stock issued for directors/board committee fees		15,000			97,200
Common stock issued for financing		-			31,145
Common stock issued for services		-			967,087
Common stock issued for compensation		205,500			604,800
Impairment for Urban Planet intangibles		-			1,722,408
Beneficial conversion feature rights		2,751			85,259
Financing costs - warrants		412,500			0
Depreciation		8,421			-
Amortization of intangibles and debt discount		279,164			397,410
Changes in operating assets and liabilities
Accounts receivable		(81,102	)		91,061
Due from affiliates		-			1,069
Accounts payable		(1,161,134	)		434,572
Accrued liabilities		(154,353	)		(189,510	)
Deferred revenue		(219,182	)		(25,721	)
Prepaid expenses		(284,364	)		(31,070	)
Net cash (used in) operating activities		(4,956,852	)		(1,099,804	)

Cash flows from investing activities
Cash acquired from Urban Planet acquisition		-			29,756
Purchase of fixed assets		(36,857	)		-
Additional investing in intangibles		(532,675	)		-
Net cash (used in) operating activities		(569,532	)		29,756

Cash flows from financing activities
Sale of common stock, net		-			2,881,000
Due to related party		-			98,135
Due to shareholders		-			36,900
Repayment of notes payable		(130,000	)		-
Proceeds of convertible note					250,000
Repayment of convertible note		-			(275,000	)
Repayment of line of credit		-			(100,000	)
Proceeds of short term notes payable		100,000			100,000
Proceeds of long term notes payable		200,000			-
Net cash provided by (used in) financing activities		170,000			2,991,035

Net change in cash		(5,356,384	)		1,920,987
Cash, beginning of period		5,415,744			27,250
Cash, end of period	$	59,360		$	1,948,237

Supplemental disclosure of cash flow information
Cash paid for interest	$	4,929		$	98,411
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash operating and financing activities
Common stock issued for settlement of accounts payable	$	8,245		$	15,499
Beneficial conversion feature of long-term note payable	$	80,698		$	-
Financing costs - warrants	$	412,500		$	-

3See accompanying notes to the unaudited condensed consolidated financial statements.

~~SIBLING GROUP HOLDINGS, INC.~~-4-

~~d/b/a~~Table ~~GLOBAL~~of ~~PERSONALIZED ACADEMICS~~Contents

~~NOTES~~SIBLING TOGROUP ~~THE~~HOLDINGS, ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~DECEMBER~~d/b/a ~~31,~~GLOBAL ~~2015~~PERSONALIZED ~~AND JUNE 30, 2015~~ACADEMICS

~~Note~~NOTES 1TO -THE ~~Nature~~UNAUDITED ofCONDENSED ~~Operations~~CONSOLIDATED ~~and~~FINANCIAL ~~Liquidity~~STATEMENTS

~~Organization~~MARCH 31, 2016 AND JUNE 30, 2015

~~Sibling~~Note ~~Group~~1 ~~Holdings,~~- ~~Inc.,~~Nature ~~d/b/a Global Personalized Academics (the “Company”), was incorporated under the laws~~ of ~~the~~Operations State of Texas on December 28, 1988, as "Houston Produce Corporation". On June 24, 1997, the Company changed its name to "Net Masters Consultants, Inc." On November 27, 2002, the Company changed its name to "Sona Development Corporation" in an effort to restructure the business image to attract prospective business opportunities. The Company name changed on May 14, 2007 to "Sibling Entertainment Group Holdings, Inc." and on August 15, 2012, the Company name was changed to "Sibling Group Holdings, Inc." On July 20, 2015, the Company issued a press release announcing its intent to do business under the name of Global Personalized Academics (“GPA”). The Company intends to formally change its name to GPA, and has taken steps towards this achieving this objective. Liquidity

~~BlendedSchools.Net~~Organization

AsSibling ofGroup ~~May 30~~Holdings, ~~2014~~Inc., d/b/a Global Personalized Academics (the “Company”), ~~completed~~was incorporated under the ~~acquisition~~laws of the ~~assets~~State of ~~BlendedSchools~~Texas on December 28, 1988, as "Houston Produce Corporation".~~Net~~ ~~(“Blended~~On ~~Schools”)~~June ~~for~~24, a1997, ~~purchase~~the ~~price~~Company ofchanged ~~$550~~its name to "Net Masters Consultants,~~000~~ Inc." On November 27, ~~which~~2002, ~~included~~the Company changed its name to "Sona Development Corporation" in an effort to restructure the ~~assumption~~business ofimage ~~$446,187~~to ofattract ~~Blended~~prospective ~~Schools~~business opportunities. The Company’s ~~debt~~name changed on May 14, 2007 to "Sibling Entertainment Group Holdings, Inc." and ~~cash~~on ~~payments~~August ~~totaling~~15, ~~$103~~2012,~~813~~ the Company’s name was changed to "Sibling Group Holdings, Inc." On InJuly ~~addition~~20, 2015, the Company ~~agreed~~issued a press release announcing its intent to ~~pay~~do ~~certain~~business ~~other~~under ~~debts~~the name of ~~Blended~~Global ~~Schools~~Personalized asAcademics ~~provided~~(“GPA”). The ~~for~~Company inintends ~~the~~to ~~asset~~formally ~~purchase~~change ~~agreement~~its name to GPA.

Blended Schools provides online curriculum with approximately 200 master courses for the K-12 marketplace, all Common Core compatible; a complete hosted course authoring and learning management system environment featuring both Blackboard and Canvas; and the new Language Institute, with online courses in Arabic, Chinese, Spanish, French, Japanese, Latin, Russian, German and Hindi, all oriented to meet today’s ESL requirementsBlendedSchools.Net

~~Urban~~As ~~Planet~~of ~~Media~~May &30, ~~Entertainment~~2014, ~~Corp~~the Company completed the acquisition of the assets of BlendedSchools.Net (“Blended Schools”) for a purchase price of $550,000, which included the assumption of $446,187 of Blended Schools’ debt and cash payments totaling $103,813. In addition, the Company agreed to pay certain other debts of Blended Schools as provided for in the asset purchase agreement.

OnBlended ~~January~~Schools ~~28,~~provides ~~2015,~~online ~~the~~curriculum ~~Company~~with ~~entered~~approximately ~~into~~200 amaster ~~share~~courses ~~exchange~~for ~~agreement (~~the ~~“Share~~K-12 ~~Exchange~~marketplace, ~~Agreement”)~~all ~~with~~Common ~~Urban~~Core ~~Planet~~compatible; ~~Media~~a &complete ~~Entertainment,~~hosted ~~Corp.~~course ~~(“Urban~~authoring ~~Planet”)~~ and ~~its~~learning ~~shareholders~~management ~~pursuant~~system toenvironment ~~which~~featuring ~~the~~both ~~Company~~Blackboard ~~issued~~and ~~10,500,000~~Canvas; ~~shares~~and ofthe ~~its~~new ~~common~~Language ~~stock~~Institute, ~~$0.0001~~with ~~par~~online ~~value,~~courses ~~and~~in ~~500~~Arabic,~~000~~ ~~shares~~Chinese, ofSpanish, ~~its~~French, ~~Series~~Japanese, ~~A Convertible Preferred Stock (“Series A Preferred”) to the shareholders of Urban Planet in exchange for all of the issued and outstanding shares of Urban Planet. In addition~~Latin, ~~we agreed to issue an additional 2~~Russian,~~000,000~~ ~~shares~~German ~~of common stock to key current~~ and ~~past employees and consultants. These shares were issued in May 2015~~Hindi, ~~and~~all ~~expensed~~oriented into ~~the~~meet ~~amount~~today’s ofESL ~~$192,400, at the then fair value~~requirements.

~~Each share of Series A Preferred issued to the former~~ Urban Planet ~~shareholders~~Media is& convertible by the holder (1) at any time after 24 months after the original issue date or (2) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred stockEntertainment, ~~which is $10~~Corp.~~00 per shares of Series A Preferred, by the conversion price. The conversion price of the Series A Preferred is $0.50, subject to adjustment as stated in the certificate of designation.~~

On January 28, 2015, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Urban Planet isMedia a& ~~mobile~~Entertainment, ~~media~~Corp. ~~company~~(“Urban ~~providing~~Planet”) ~~content~~and its shareholders pursuant to which the Company issued 10,500,000 shares of its common stock, $0.0001 par value, and ~~solutions~~500,000 shares of its Series A Convertible Preferred Stock (“Series A Preferred”) to the shareholders of Urban Planet in exchange for all of the ~~education~~issued and outstanding shares of Urban Planet. In addition, ~~healthcare~~we agreed to issue an additional 2,000,000 shares of common stock to key current and ~~literary~~past ~~markets~~employees and consultants. These shares were issued in May 2015, and expensed in the amount of $192,400, at the then fair value.

OnEach ~~June~~share ~~16,~~of ~~2015,~~Series ~~the~~A ~~Company~~Preferred ~~concluded~~issued ~~that~~to itthe ~~was~~former ~~necessary~~Urban toPlanet ~~write~~shareholders ~~down~~is ~~the~~convertible ~~value~~by of the ~~investment~~holder in(1) ~~Urban~~at ~~Planet,~~any ~~based~~time onafter ~~industry~~24 ~~information~~months ~~from~~after anthe ~~independent~~original ~~third~~issue ~~party~~date, toor ~~two~~(2) ~~times~~at ~~the~~any ~~revenue~~time ~~reported~~after bydelivery ~~Urban~~of ~~Planet~~notice ~~for~~by the ~~calendar~~Company ~~year~~of ~~2014, which totaled $249,692. As a result,~~ the ~~Company~~occurrence ~~incurred~~of acertain ~~non-cash~~conversion ~~impairment~~events ~~charge~~set forth in the ~~amount~~certificate of ~~$1,722,408.~~designation ~~The~~establishing ~~Company’s determination to recognize~~ the ~~impairment~~Series ~~charge~~A ~~was~~Preferred ~~based~~into onthat ~~the~~number ~~expiration~~of shares of acommon ~~grant~~stock ~~and~~determined ~~service~~by ~~agreement~~dividing ~~that~~the ~~previously~~stated ~~contributed~~value toof ~~Urban~~such ~~Planet~~shares ~~revenues~~of ~~and~~Series ~~the~~A ~~Company’s~~Preferred, ~~decision~~which tois ~~suspend~~$10.00 ~~the~~per ~~development~~shares of aSeries ~~proposed~~A ~~Urban~~Preferred, ~~Planet~~by ~~product~~the conversion price. The ~~Company~~conversion ~~does~~price ~~not~~of ~~expect~~the toSeries ~~incur~~A ~~any~~Preferred ~~material~~is ~~future~~$0.50, ~~cash~~subject ~~expenditures~~to inadjustment ~~connection~~as ~~with~~stated in the ~~write-down~~certificate of ~~Urban Planet~~designation.

~~Shenzhen~~Urban ~~City~~Planet ~~Qianhai~~is ~~Xinshi~~a ~~Education~~mobile ~~Management~~media ~~Co.~~company providing content and solutions in the education, ~~Ltd~~healthcare and literary markets.

4-5-

~~During~~Table ~~the year ended June 30, 2015, the Company received a strategic investment from Shenzhen City Qianhai Xinshi Education Management Co., Ltd., a company based and operating in the People’s Republic~~ of ~~China (“Shenzhen”). The strategic investment was provided to accelerate the Company’s growth and expansion into critical strategic markets around the world, including China.~~Contents

~~Effective~~On onJune ~~February 27~~16, 2015, the Company ~~entered~~concluded ~~into~~that ait ~~Securities~~was ~~Purchase~~necessary ~~Agreement~~to ~~(the~~write ~~“Securities~~down ~~Purchase Agreement”) with Shenzhen and certain accredited and institutional investors (together with Shenzhen,~~ the ~~“Investors”).~~value ~~Pursuant~~of to the ~~Securities~~investment ~~Purchase~~in ~~Agreement,~~Urban ~~the Investors purchased an aggregate of 53~~Planet,~~571,429~~ ~~Units~~based ~~(each,~~on aindustry ~~“Unit”)~~information ~~for~~from an ~~aggregate~~independent ~~cash~~third ~~raise of $3~~party,~~250,000.~~ ~~Costs directly attributed~~ to ~~this~~two ~~equity~~times ~~raise aggregated $157,000. Included in~~ the ~~aforementioned~~revenue ~~were~~reported ~~7,142,857~~by ~~Units~~Urban ~~issued~~Planet ~~in lieu of a $500,000 payment~~ for ~~fees~~the ~~attributed~~calendar toyear ~~this equity raise. An additional 4~~2014,~~457,143~~ ~~shares were issued as payment of fees for this equity raise as well,~~ which ~~were~~totaled ~~fair valued at~~ $~~312~~249,~~000~~692. ~~Each~~ ~~Unit~~As ~~consists of: (1)~~ a ~~share~~result, of the Company’s ~~common~~incurred ~~stock; (2)~~ a ~~warrant~~non-cash ~~giving~~impairment ~~each~~charge ofin the ~~Investors~~amount ~~the right to purchase one additional share~~ of ~~common stock for each share owned at any time and from time to time for a period of five years at an exercise price of~~ $01,722,408.07 ~~per~~The ~~share~~Company’s ~~(each,~~determination anto “Arecognize ~~Warrant”); (3) a warrant giving each of~~ the ~~Investors~~impairment ~~the~~charge ~~right~~was tobased ~~purchase~~on ~~one additional share of common stock for each share owned at any time and from time to time for a period of one year following~~ the ~~effectiveness~~expiration of a ~~registration~~grant ~~statement~~and ~~covering~~service ~~the~~agreement ~~resale~~that ofpreviously ~~the~~contributed ~~total number of shares of common stock acquired by the Investors in the transaction at an exercise price equal~~ to ~~the~~Urban ~~five-day~~Planet ~~volume~~revenues ~~weighted average price immediately preceding the exercise date (each, a “B Warrant”);~~ and ~~(4) only as part of and in connection with~~ the ~~purchase~~Company’s ofdecision ~~the~~to ~~shares~~suspend ~~underlying~~ the Bdevelopment ~~Warrants (the “B Warrant Shares”), a warrant giving each~~ of ~~the Investors the right to purchase 0.50 shares of common stock for each B Warrant Share purchased by such Investors at any time and from time to time for~~ a ~~period~~proposed ofUrban ~~five~~Planet ~~years at an exercise price equal to the purchase price of the B Warrant Shares (each, an “Additional Warrant” and together with the A Warrants and the B Warrants, the “Warrants”)~~product. The ~~exercise prices of the Warrants may be reduced if the~~ Company ~~issues~~does ~~additional~~not ~~shares~~expect ofto ~~common~~incur ~~stock~~any ormaterial ~~securities~~future ~~convertible~~cash ~~into~~expenditures ~~common~~in ~~stock~~connection atwith ~~a price lower than~~ the ~~Warrant~~write-down ~~exercise prices for so long as the Warrants remain outstanding. If all shares underlying all Warrants are ultimately issued, the Company will issue an aggregate~~ of ~~187,500,001~~Urban ~~shares of common stock pursuant to the Securities Purchase Agreement for additional proceeds~~Planet.

~~On April 6, 2015,~~ Shenzhen ~~exercised~~City ~~the~~Qianhai AXinshi ~~Warrants~~Education inManagement ~~full and a portion of the B Warrants resulting in an additional 72,857,143 shares of common stock being issued to Shenzhen in exchange for an aggregate purchase price of $5,526,966~~Co. ~~Pursuant to the terms of the Securities Purchase Agreement~~, ~~42,857,143 of the shares received upon issuance of the A Warrants were issued at a price per share of $0~~Ltd.07. The remaining 30,000,000 shares received upon the partial exercise of the B Warrants were issued at a price per share of $0.0842322, which is equivalent to the volume weighted average price for the Company’s common stock for the five trading days preceding April 6, 2015, the date of exercise. Cash costs attributed to this portion of the equity raise was $644,057 and an additional 6,061,707 shares, which were fair valued at $460,084 were issued in lieu of cash fees for this warrant exercise equity raise.

AsDuring ~~a result of~~ the ~~exercise~~year ofended ~~the~~June B30, ~~Warrants~~2015, ~~and pursuant to~~ the ~~terms~~Company ofreceived ~~the~~a Bstrategic ~~Warrants,~~investment ~~the~~from ~~Company issued~~ Shenzhen ~~Additional~~City ~~Warrants~~Qianhai toXinshi ~~purchase~~Education anManagement ~~aggregate~~Co., ~~of 15~~Ltd.,~~000,000~~ ~~shares~~a ofcompany ~~the~~based ~~Company’s common stock at any time~~ and ~~from~~operating ~~time~~in tothe ~~time~~People’s ~~for~~Republic ~~a period~~ of ~~five~~China ~~years~~(“Shenzhen”). ~~from~~The ~~the~~strategic ~~date~~investment ofwas ~~the~~provided ~~Additional Warrants at an exercise price per share equal~~ to ~~$0.0842322,~~accelerate the ~~purchase~~Company’s ~~price~~growth ofand ~~the~~expansion ~~shares~~into ~~issued~~critical ~~pursuant~~strategic tomarkets around the Bworld, ~~Warrants~~including China.

~~Following~~Effective on February 27, 2015, the ~~exercise~~Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Shenzhen and certain accredited and institutional investors (together with Shenzhen, the “Investors”). Pursuant to the Securities Purchase Agreement, the Investors purchased an aggregate of 53,571,429 Units (each, a “Unit”) for an aggregate cash raise of $3,250,000. Costs directly attributed to this equity raise aggregated $157,000. Included in the ~~Warrants~~aforementioned were 7,142,857 ~~Shenzhen~~Units ~~holds~~issued ~~115~~in lieu of a $500,~~714~~000 payment for fees attributed to this equity raise. An additional 4,~~286~~457,143 shares were issued as payment of fees for this equity raise as well, which were fair valued at $312,000. Each Unit consists of: (1) a share of the Company’s common stock,; or(2) 57a warrant giving each of the Investors the right to purchase one additional share of common stock for each share owned at any time and from time to time for a period of five years at an exercise price of $0.~~14%~~07 per share (each, an “A Warrant”); (3) a warrant giving each of the ~~Company’s~~Investors ~~total~~the ~~issued~~right to purchase one additional share of common stock for each share owned at any time and ~~outstanding~~from time to time for a period of one year following the effectiveness of a registration statement covering the resale of the total number of shares of common stock acquired by the Investors in the transaction at an exercise price equal to the five-day volume weighted average price immediately preceding the exercise date (each, a “B Warrant”); and (4) only as part of ~~December~~and 31in connection with the purchase of the shares underlying the B Warrants (the “B Warrant Shares”), ~~2015~~a warrant giving each of the Investors the right to purchase 0.50 shares of common stock for each B Warrant Share purchased by such Investors at any time and from time to time for a period of five years at an exercise price equal to the purchase price of the B Warrant Shares (each, an “Additional Warrant” and together with the A Warrants and the B Warrants, the “Warrants”). The exercise prices of the Warrants may be reduced if the Company issues additional shares of common stock or securities convertible into common stock at a price lower than the Warrant exercise prices for so long as the Warrants remain outstanding. If all shares underlying all Warrants are ultimately issued, the Company will issue an aggregate of 187,500,001 shares of common stock pursuant to the Securities Purchase Agreement for additional proceeds.

~~Pursuant~~On toApril ~~the~~6, ~~terms~~2015, ofShenzhen exercised the ~~remaining~~A Warrants, ~~Shenzhen~~in ~~has~~full ~~the~~and ~~potential~~a toportion ~~purchase~~of upthe toB Warrants resulting in an additional 3472,~~285~~857,~~714~~143 shares of ~~the Company’s~~ common stock. Ifbeing ~~all~~issued ~~shares~~to ~~underlying~~Shenzhen ~~all~~in ~~Warrants~~exchange ~~held~~for byan ~~Shenzhen~~aggregate ~~are~~purchase ~~ultimately~~price ~~issued~~of $5,526,966. Pursuant to ~~Shenzhen,~~the ~~Shenzhen~~terms ~~will~~of ~~hold~~the anSecurities ~~aggregate~~Purchase ofAgreement, ~~150~~42,~~000~~857,~~000~~143 ~~shares~~ of the ~~Company’s~~shares ~~common~~received ~~stock.~~upon Ofissuance ~~Shenzhen’s~~of ~~remaining~~the A Warrants, ~~15,000,000~~were ~~are~~issued ~~exercisable~~ at ~~$0.0842322~~a price per share, ~~which~~of ~~would~~$0.07. ~~result~~The inremaining ~~an additional $1~~30,~~263~~000,~~483~~000 inshares ~~proceeds~~received toupon the ~~Company.~~partial ~~Because~~exercise ~~the purchase price~~ of the ~~remaining~~B ~~19,285,714~~Warrants ~~shares~~were ~~that~~issued ~~Shenzhen~~at ~~has~~a ~~the~~price ~~right~~per toshare ~~acquire~~of ~~pursuant~~$0.0842322, towhich ~~its Warrants~~ is ~~dependent~~equivalent onto the volume weighted average price offor the Company’s common stock iffor ~~and~~the ~~when~~five ~~such~~trading ~~Warrants~~days ~~are~~preceding ~~exercised~~April 6, 2015, the ~~Company~~date isof ~~unable~~exercise. Cash costs attributed to ~~calculate~~this portion of the ~~gross~~equity ~~proceeds~~raise ~~that~~was ~~would~~$644,057 beand ~~received~~an ~~upon~~additional ~~exercise~~6,061,707 shares, which were fair valued at $460,084 were issued in lieu of ~~such~~cash ~~Warrants~~fees for this warrant exercise equity raise.

~~Liquidity~~As a result of the exercise of the B Warrants and ~~Management~~pursuant to the terms of the B Warrants, the Company issued Shenzhen Additional Warrants to purchase an aggregate of 15,000,000 shares of the Company’s ~~Plan~~common stock at any time and from time to time for a period of five years from the date of the Additional Warrants at an exercise price per share equal to $0.0842322, the purchase price of the shares issued pursuant to the B Warrants.

~~Historically, our principal sources of cash have included revenue from operating activities, proceeds from the issuance of common and preferred stock, and proceeds from the issuance of short~~-term debt. Our principal uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. We expect that our principal uses of cash in the future will be for product development, further development of intellectual property, as well as general working capital and capital expenditure requirements.6-

5Table of Contents

WeFollowing ~~had~~the ~~working~~exercise ~~capital~~ of ~~$284,725~~the ~~and $1~~Warrants,~~009,792~~ inShenzhen ~~cash~~holds ~~as of December 31~~115, ~~2015~~714,286 ~~compared~~shares ~~to working capital~~ of ~~$2,896,154 and $5,415,744 in cash as of June 30, 2015. Management believes that~~ the Company’s ~~current~~common ~~cash~~stock, ~~and~~or ~~cash equivalents will not be sufficient to meet working capital and capital expenditure requirements for the next 12 months~~57. As14% ~~a result, the ability~~ of the Company’s tototal ~~continue~~issued ~~as a going concern is dependent on generating future profitable operations~~ and ~~raising~~outstanding ~~additional~~shares ~~capital~~of ~~needed~~common ~~until~~stock ~~the~~as ~~Company~~of ~~generates~~December ~~profits.~~31, ~~Management is therefore seeking to raise additional debt and/or equity capital~~2015. ~~There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing working capital requirements.~~

~~While~~Pursuant weto ~~used~~the aterms ~~substantial~~of ~~amount~~the ofremaining ~~cash~~Warrants, ~~since~~Shenzhen ~~June~~has ~~30,~~the ~~2015~~potential to purchase up to an additional 34,285,714 ~~management~~shares ~~believes~~of the ~~investments~~Company’s ~~made~~common tostock. ~~develop~~If ~~new~~all ~~product~~shares ~~offerings~~underlying ~~internationally,~~all ~~additions~~Warrants toheld ~~its~~by ~~executive~~Shenzhen ~~management~~are ~~and~~ultimately ~~sales~~issued ~~team~~ to ~~capitalize~~Shenzhen, onShenzhen ~~future~~will ~~growth~~hold ~~opportunities~~an ~~throughout~~aggregate of 150,000,000 shares of the UCompany’s common stock.S. ~~South~~Of ~~America~~Shenzhen’s remaining Warrants, ~~China~~15,000,000 ~~among~~are ~~others~~exercisable at $0.0842322 per share, ~~and~~which ~~investments~~would ~~made~~result in ~~infrastructure~~an ~~and~~additional ~~curriculum development~~$1,263,483 ~~will~~in ~~provide~~proceeds to the ~~foundation~~Company. ~~for~~Because ~~near-term~~the ~~revenue~~purchase ~~growth. Until~~price ~~such~~of ~~time~~the asremaining we19,285,714 ~~are~~shares ~~able~~that toShenzhen ~~generate~~has ~~positive~~the ~~cash~~right ~~flow~~to ~~from~~acquire ~~operations,~~pursuant ~~management~~to ~~will~~its ~~continue~~Warrants tois ~~focus~~dependent on ~~reducing~~the ~~discretionary~~price ~~costs~~of ~~and~~the ~~expenses,~~Company’s ~~matching~~common ~~staffing~~stock ~~levels~~if ~~with~~and ~~existing~~when ~~and~~such ~~forecasted~~Warrants ~~sales~~are ~~levels~~exercised, ~~and~~the ~~directing~~Company ~~existing~~is ~~cash~~unable ~~resources~~ to ~~activities~~calculate ~~intended~~the togross ~~increase~~proceeds ~~revenue~~that would be received upon exercise of such Warrants.

~~Note~~Liquidity 2and -Management’s ~~Summary of Significant Accounting Policies~~Plan

~~(a)~~Historically, ~~Basis~~our principal sources of ~~Presentation~~cash have included revenue from operating activities, proceeds from the issuance of common and preferred stock, and proceeds from the issuance of short-term debt. Our principal uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. We expect that our principal uses of cash in the future will be for product development, further development of intellectual property, as well as general working capital and capital expenditure requirements.

~~The~~We ~~accompanying~~had ~~consolidated~~a ~~financial~~working ~~statements~~capital ~~have~~deficit ~~been~~of ~~prepared~~$521,851 inand ~~accordance~~$59,360 ~~with accounting principles generally accepted~~ in ~~the~~cash ~~United~~as ~~States~~ of ~~America.~~March ~~The~~31, ~~consolidated~~2016, ~~financial~~compared ~~statements~~to ~~include~~working ~~the~~capital ~~accounts~~ of ~~the~~$2,896,154 ~~Company~~ and ~~its~~$5,415,744 ~~wholly~~in ~~owned~~cash ~~subsidiaries.~~as ~~All~~of ~~significant~~June ~~intercompany~~30, ~~transactions and balances have been eliminated~~2015. Management ~~During~~believes ~~2014,~~that the Company’s ~~changed~~current ~~its~~cash ~~fiscal~~and ~~financial~~cash ~~reporting~~equivalents ~~year-end~~will ~~from~~not ~~December~~be 31sufficient to bemeet ~~June~~working ~~30,~~capital ~~which~~and ~~represents~~capital ~~the~~expenditure ~~operating~~requirements ~~year~~for ~~ends~~the ofnext ~~Blended~~12 ~~Schools and Urban Planet~~months. ~~These~~ As ~~condensed~~a ~~consolidated~~result, ~~financial~~the ~~statements~~ability ~~should~~of bethe ~~read~~Company into ~~conjunction~~continue ~~with~~as ~~the~~a ~~more~~going ~~complete~~concern ~~information~~is ~~and~~dependent ~~the~~on ~~Company’s~~generating ~~audited~~future ~~consolidated~~profitable ~~financial~~operations ~~statements~~ and ~~related~~raising ~~notes~~additional ~~thereto~~capital ~~included~~needed inuntil the Company’s ~~annual~~generates ~~report~~profits. onManagement ~~Form~~is ~~10-K~~therefore ~~for~~seeking ~~the~~to ~~year~~raise ~~ended~~additional ~~June~~debt ~~30,~~and/or ~~2015~~equity capital. ~~The~~ There ~~operating~~can ~~results~~be ~~for~~no ~~the~~assurance ~~three~~that ~~and~~the ~~six~~Company ~~months~~will ~~ended~~be ~~December~~able ~~31,~~to ~~2015~~raise ~~are not necessarily indicative of~~ the ~~results~~necessary ~~that~~funds ~~may~~when beneeded ~~expected~~to ~~for~~finance ~~the~~its ~~year~~ongoing ~~ending~~working ~~June~~capital ~~30, 2016~~requirements.

~~(b)~~While ~~Going~~we ~~Concern~~used a substantial amount of cash since June 30, 2015, management believes the investments made to develop new product offerings internationally, additions to its executive management and sales team to capitalize on future growth opportunities throughout the U.S. South America, China, among others, and investments made in infrastructure and curriculum development, will provide the foundation for near-term revenue growth. Until such time as we are able to generate positive cash flow from operations, management will continue to focus on reducing discretionary costs and expenses, matching staffing levels with existing and forecasted sales levels, and directing existing cash resources to activities intended to increase revenue.

~~The~~Note financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the six months ended December 31, 2015, the Company had a net loss of $2~~,391,456~~ ~~and~~- ~~negative~~Summary ~~cash flow from operations~~ of ~~$3,863,920.~~Significant ~~These~~Accounting conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on generating future profitable operations and raising additional capital needed until the Company generates profits. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. Policies

(ca) ~~Use~~Basis of ~~Estimates~~Presentation

The ~~preparation~~accompanying ofconsolidated financial statements have been prepared in ~~conformity~~accordance with ~~United~~accounting ~~States~~principles generally accepted ~~accounting~~in ~~principles~~the ~~requires~~United ~~management~~States toof ~~make~~America. ~~estimates~~The ~~and~~consolidated ~~assumptions~~financial ~~that~~statements ~~affect~~include the ~~amounts~~accounts of ~~assets~~the Company and ~~liabilities,~~its ~~debt~~wholly ~~discounts,~~owned ~~valuation~~subsidiaries. ofAll ~~intangibles~~significant ~~acquired~~intercompany intransactions ~~our~~and ~~acquisition,~~balances ~~impairment~~have ofbeen ~~intangibles~~eliminated. During 2014, ~~deferred~~the ~~tax~~Company ~~assets~~changed its fiscal financial reporting year-end from December 31 to be June 30, ~~and~~which ~~disclosure~~represents the operating year ends of ~~contingent~~Blended ~~assets~~Schools and ~~liabilities~~Urban atPlanet. These condensed consolidated financial statements should be read in conjunction with the ~~date~~more ofcomplete information and the Company’s audited consolidated financial statements, and related notes thereto included in the ~~reported~~Company’s ~~amounts~~annual ofreport ~~revenue~~on ~~and~~Form ~~expenses~~10-K ~~during~~for the ~~reporting~~year ~~period~~ended June 30, 2015. The ~~Actual~~operating results ~~could~~for ~~differ~~the ~~from~~three ~~those~~and ~~estimates~~nine months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016.

~~(d) Allowance for Doubtful Accounts~~-7-

~~Accounts~~Table ~~receivables are recorded at their estimated collectible amounts. Management evaluates the collectability~~ of its receivables periodically, largely based on the historical trends with the customer as well as current financial information available. If it is deemed appropriate, an allowance is recorded as an expense in the current period. As of December 31, 2015 and June 30, 2015, the Company recorded $3,926, and $3,926, respectively, in allowance for doubtful accounts.Contents

6(b) Going Concern

~~(e)~~The ~~Intangibles~~financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the nine months ended March 31, 2016, the Company had a net loss of $3,980,053 and negative cash flow from operations of $4,956,852. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on generating future profitable operations and raising additional capital needed until the Company generates profits. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

~~Assets~~The ~~are~~preparation ~~reviewed~~of ~~for~~financial ~~impairment~~statements ~~whenever events or changes~~ in ~~circumstances~~conformity ~~indicate~~with ~~that~~United ~~the~~States ~~carrying~~generally ~~amount~~accepted ofaccounting anprinciples ~~asset~~requires ~~may~~management ~~not be recoverable. Recoverability of assets~~ to bemake ~~held~~estimates and ~~used~~assumptions isthat ~~measured~~affect ~~by a comparison of~~ the ~~carrying~~amounts ~~amount~~ of anassets ~~asset~~and toliabilities, ~~future~~debt ~~undiscounted~~discounts, ~~net~~valuation ~~cash~~of ~~flows~~intangibles ~~expected~~acquired toin beour ~~generated~~acquisition, byimpairment ~~the~~of ~~asset.~~intangibles, Ifdeferred ~~such~~tax assets ~~are considered impaired~~, ~~the~~valuation ~~impairment~~of toequity beinstruments, ~~recognized~~beneficial isconversion ~~measured~~rights, byand ~~the~~disclosure ~~amount by which the carrying amount~~ of ~~the~~contingent assets ~~exceeds~~and ~~the~~liabilities ~~fair~~at ~~value of~~ the ~~assets.~~date ~~During~~of the ~~six~~financial ~~months ended December 31~~statements, ~~2015~~ and the ~~year~~reported ~~ended~~amounts ~~June~~of ~~30,~~revenue ~~2015,~~and ~~the~~expenses ~~Company~~during ~~recorded~~the anreporting ~~impairment~~period. ~~charge~~Actual ofresults $0could ~~and~~differ ~~$1,722,408,~~from ~~respectively~~those estimates.

(fd) ~~Capitalized~~Allowance ~~Software~~for ~~Costs~~Doubtful Accounts

~~The~~Accounts ~~Company~~receivables ~~develops~~are ~~software~~recorded ~~for~~at ~~internal~~their ~~use.~~estimated ~~Software~~collectible ~~development~~amounts. ~~costs~~Management ~~incurred~~evaluates ~~during~~ the ~~application~~collectability ~~development~~of ~~stage~~its ~~are~~receivables ~~capitalized~~periodically, inlargely ~~accordance~~based ~~with~~on ~~Financial~~the ~~Accounting~~historical ~~Standards~~trends ~~Board~~with ~~(“FASB”)~~the ~~Accounting~~customer ~~Standards~~as ~~Codification~~well ~~(“ASC”),~~as ~~350,~~current ~~“Intangibles~~financial —information ~~Goodwill~~available. ~~and~~If ~~Other”.~~it ~~The~~is ~~Company~~deemed ~~amortizes~~appropriate, ~~these~~an ~~costs~~allowance ~~over~~is ~~the~~recorded ~~estimated~~as ~~useful~~an ~~life~~expense ofin the ~~software,~~current ~~which is generally three years~~period. ~~Capitalized~~As ~~software~~of ~~development~~March ~~costs~~31, ~~are~~2016 ~~stated~~and atJune ~~cost~~30, ~~less~~2015, ~~accumulated~~the ~~amortization. The~~ Company ~~capitalized~~recorded ~~internally developed software or content costs of~~ $03,926, and $283,~~131~~926, respectively, ~~for~~in ~~the~~allowance ~~six~~for ~~months~~doubtful ~~ended December 31, 2015 and year ended June 30, 2015~~accounts.

(ge) ~~Revenue Recognition~~Intangibles

~~The~~Assets ~~Company~~are ~~typically~~reviewed ~~will~~for ~~receive~~impairment inwhenever ~~full~~events or achanges ~~large~~in ~~prepayment~~circumstances onindicate ~~account~~that ~~for~~ the ~~use~~carrying amount of ~~its~~an ~~Blended~~asset ~~School~~may ~~courses~~not ~~for~~be ~~the~~recoverable. ~~successive~~Recoverability ~~K-12~~of ~~school~~assets ~~year~~to ~~commencing~~be onheld ~~July~~and 1,used asis ~~well~~measured asby ~~smaller~~a ~~prepayments~~comparison ~~for~~of ~~its~~the ~~Urban~~carrying ~~Planet~~amount ~~Writing~~of ~~Planet~~an ~~contracts~~asset to future undiscounted net cash flows expected to be generated by the asset. ~~Revenues~~If such assets are ~~amortized~~considered ~~ratably~~impaired, ~~over~~the impairment to be recognized is measured by the ~~contract~~amount ~~term~~by ~~with~~which the ~~customer,~~carrying ~~typically~~amount ~~over~~of ~~twelve~~the ~~months~~assets exceeds the fair value of the assets. ~~Deferred~~During ~~revenues~~the ~~represent~~nine ~~customer~~months ~~prepayments~~ended onMarch ~~account~~31, ~~for~~2016 and the ~~subscribed~~year ~~software~~ended June 30, 2015, the Company recorded an impairment charge of $0 and ~~course~~$1,722,408, ~~content~~respectively.

(hf) ~~Income~~Capitalized ~~Taxes~~Software Costs

The Company ~~utilizes~~develops ~~FASB~~software ~~ASC~~for ~~740,~~internal ~~“Accounting~~use. ~~for~~Software ~~Income~~development ~~Taxes”,~~costs ~~which~~incurred ~~requires~~during the ~~recognition~~application ofdevelopment ~~deferred~~stage ~~tax~~are ~~assets~~capitalized ~~and~~in ~~liabilities~~accordance ~~for~~with ~~the~~Financial ~~expected~~Accounting ~~future~~Standards ~~tax~~Board ~~consequences~~(“FASB”) ofAccounting ~~events~~Standards ~~that~~Codification ~~have~~(“ASC”), ~~been~~350, ~~included~~“Intangibles in— ~~the~~Goodwill ~~financial~~and ~~statements or tax returns~~Other”. ~~Under~~The ~~this~~Company ~~method,~~amortizes ~~deferred~~these ~~income~~costs ~~taxes~~over ~~are recognized for~~ the estimated ~~tax~~useful ~~consequences~~life ~~in future years~~ of ~~differences between~~ the ~~tax~~software, ~~bases~~which ofis ~~assets~~generally ~~and~~three ~~liabilities~~years. ~~and~~Capitalized ~~their~~software ~~financial~~development ~~reporting~~costs ~~amounts at each period end based on enacted tax laws and statutory tax rates applicable to the period in which the differences~~ are ~~expected~~stated toat ~~affect~~cost ~~taxable~~less ~~income~~accumulated amortization. The Company’s ~~recent~~capitalized ~~equity~~internally ~~raises~~developed ~~and~~software ~~possibly~~or ~~past~~content ~~restructuring~~costs ~~events have resulted in the occurrence~~ of a$0 ~~triggering~~and ~~event as defined in Section 382 of the Internal Revenue Code of 1986~~$28,131, ~~as amended~~respectively, ~~which~~for ~~could limit~~ the ~~use~~nine ofmonths ~~the~~ended ~~Company’s~~March ~~net~~31, ~~operating~~2016 ~~loss~~and ~~carryforwards.~~year ~~The~~ended ~~Company~~June ~~has~~30, ~~yet to undertake a study to quantify any limitations on the use of its net operating loss carryforwards~~2015.

(ig) ~~Financial~~Revenue ~~Instruments~~Recognition

InThe ~~accordance~~Company ~~with~~typically ~~the~~will ~~requirements~~receive ofin ~~FASB~~full ~~ASC~~or ~~820,~~a ~~“Financial~~large ~~Instruments,~~prepayment ~~Disclosures~~on ~~about~~account ~~Fair~~for ~~Value~~the use of ~~Financial~~its ~~Instruments”,~~Blended School courses for the ~~Company~~successive ~~has~~K-12 ~~determined~~school ~~the~~year ~~estimated~~commencing ~~fair~~on ~~value~~July of1, ~~financial~~as ~~instruments~~well ~~using~~as ~~available~~smaller ~~market~~prepayments ~~information~~for ~~and~~its ~~appropriate~~Urban ~~valuation~~Planet ~~methodologies~~Writing Planet contracts. ~~The~~Revenues ~~carrying~~are ~~values~~amortized ofratably ~~cash,~~over ~~accounts~~the ~~payable~~contract term with the customer, ~~and~~typically ~~amounts~~over ~~due~~twelve tomonths. ~~related~~Deferred ~~parties~~revenues ~~approximate~~represent ~~fair~~customer ~~values~~prepayments ~~due~~on toaccount for the ~~short-term~~subscribed ~~maturity~~software ofand ~~the~~course ~~instruments~~content.

~~Certain assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB ASC Topic 820~~-108-05, “Fair Value Measurements” (“Topic 820-10-05”). Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements.

~~Topic~~Table ~~820-10-05 requires fair value measurement be classified and disclosed in one~~ of ~~the following three categories:~~Contents

~~Level~~(h) 1:Income ~~Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;~~Taxes

~~Level~~The 2:Company ~~Quoted~~utilizes ~~prices~~FASB inASC ~~markets~~740, ~~that~~“Accounting ~~are~~for ~~not~~Income ~~active~~Taxes”, orwhich ~~inputs~~requires ~~which~~the ~~are~~recognition ~~observable,~~of ~~either~~deferred ~~directly~~tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or ~~indirectly~~tax returns. Under this method, deferred income taxes are recognized for ~~substantially~~the estimated tax consequences in future years of differences between the ~~full~~tax ~~term~~bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the ~~asset~~period orin ~~liability;~~which the differences are expected to affect taxable income. The Company’s recent equity raises and possibly past restructuring events have resulted in the occurrence of a triggering event as defined in Section 382 of the Internal Revenue Code of 1986, as amended, which could limit the use of the Company’s net operating loss carryforwards. The Company has yet to undertake a study to quantify any limitations on the use of its net operating loss carryforwards.

~~Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable~~ (i~~.e.,~~) ~~supported~~Financial ~~by little or no market activity).~~Instruments

7In accordance with the requirements of FASB ASC 820, “Financial Instruments, Disclosures about Fair Value of Financial Instruments”, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The carrying values of cash, accounts payable, and amounts due to related parties approximate fair values due to the short-term maturity of the instruments.

Certain assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB ASC Topic 820-10-05, “Fair Value Measurements” (j“Topic 820-10-05”). ~~Stock~~Topic 820-~~Based~~10-05 ~~Compensation~~defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements.

~~The~~Topic ~~Company accounts for stock~~820-~~based compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, stock~~10-~~based~~05 ~~compensation~~requires ~~cost is estimated at the grant date based on the award’s~~ fair value asmeasurement ~~calculated~~be byclassified ~~the Black-Scholes-Merton (“BSM”) option-pricing model~~ and~~/or~~ ~~market~~disclosed price of conversion shares, and is recognized as expense over the requisite service period. The BSM model requires various highly judgmental assumptions, including volatility and expected option life. If any of the assumptions used in ~~the~~one BSM model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience. Further, if the extent of the ~~Company’s~~following ~~actual~~three ~~forfeiture rate is different from the estimate, then the stock-based compensation expense is adjusted accordingly.~~categories:

~~The~~Level ~~Company~~1: ~~accounts~~Unadjusted ~~for~~quoted ~~equity~~prices ~~instruments issued~~ in ~~exchange~~active ~~for~~markets ~~the~~that ~~receipt of goods or services from other than employees in accordance with FASB ASC 505-50 “Equity Based Payments to Non-Employees” (“ASC 505-50”). Costs~~ are ~~measured~~accessible at the ~~estimated~~measurement ~~fair~~date ~~market~~for ~~value of the consideration received~~identical, orunrestricted ~~the~~assets estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or ~~completion of performance by the provider of goods or services as defined by ASC 505-50.~~liabilities;

~~(k)~~Level ~~Loss~~2: ~~per~~Quoted ~~Share~~prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

~~The~~Level ~~Company~~3: ~~computes~~Prices ~~loss~~or ~~per~~valuation ~~share~~techniques in accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”), which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. ASC 260 requires companies that ~~have~~require ~~multiple~~inputs classes of equity securities to use the “two-class” of “if converted method” in computing earnings per share. The Company computes loss per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are ~~computed~~both bysignificant ~~dividing the sum of distributed earnings~~ to ~~common shareholders and undistributed earnings allocated to common shareholders by~~ the ~~weighted~~fair ~~average~~value ~~number~~measurement ~~of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares~~ and ~~participating~~unobservable ~~securities based on the weighted average shares outstanding during the period~~(i. The Company has excluded all common equivalent shares outstanding for warrants to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presentede. ~~As of December 31~~, ~~2015~~supported ~~and~~by ~~June~~little ~~30,~~or ~~2015~~no ~~there~~market ~~were common stock equivalents outstanding of 45,204,762 and 130,582,840, respectively~~activity).

(lj) ~~Recent~~Stock-Based ~~Accounting Pronouncements~~Compensation

InThe ~~August~~Company ~~2014,~~accounts ~~the~~for ~~FASB~~stock-based ~~issued~~compensation ~~Accounting~~in ~~Standards~~accordance ~~Update~~with ~~(“ASU”)~~FASB ~~2014-15~~ASC 718, “~~Presentation~~Compensation ~~of Financial Statements Going Concern (Subtopic 205-40)~~ – ~~Disclosure~~Stock ~~of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~Compensation” (“~~ASU~~ASC ~~2014-15~~718”). ~~The~~Under ~~amendments~~the inprovisions ~~ASU~~of ~~2014-15~~ASC ~~provide~~718, ~~guidance~~stock-based ~~about~~compensation ~~management’s~~cost ~~responsibility~~is toestimated ~~evaluate~~at ~~whether~~the ~~there~~grant isdate abased ~~substantial~~on ~~doubt~~the ~~about an entity~~award’s ~~ability~~fair tovalue ~~continue~~ as acalculated ~~going~~by ~~concern~~the orBlack-Scholes-Merton to(“BSM”) ~~provide~~option-pricing ~~related~~model ~~footnote~~and/or ~~disclosures.~~market Inprice ~~doing~~of soconversion shares, ~~the~~and ~~amendments~~is ~~are~~recognized ~~intended~~as toexpense ~~reduce~~over ~~diversity in~~ the ~~timing~~requisite ~~and~~service ~~content of footnote disclosures~~period. The ~~amendments~~BSM ~~require~~model ~~management~~requires tovarious ~~assess~~highly anjudgmental ~~entity’s~~assumptions, ~~ability~~including tovolatility ~~continue as a going concern by incorporating~~ and ~~expanding~~expected ~~upon~~option ~~certain principles that are currently in U~~life.S. ~~auditing~~If ~~standards.~~any ~~Specifically,~~of the ~~amendments~~assumptions ~~(1)~~used ~~provide~~in ~~a definition of~~ the ~~term~~BSM ~~substantial~~model ~~doubt;~~change ~~(2)~~significantly, ~~require~~stock-based ancompensation ~~evaluation~~expense ~~every~~may ~~reporting~~differ ~~period~~materially ~~including~~in ~~interim~~the ~~periods;~~future ~~(3)~~from ~~provide~~that ~~principles~~recorded ~~for~~in ~~considering~~ the ~~mitigating~~current ~~effect~~period. ofIn ~~management’s~~addition, ~~plans;~~the ~~(4)~~Company ~~require certain disclosures when substantial doubt~~ is ~~alleviated~~required asto aestimate ~~result~~the ofexpected ~~consideration~~forfeiture ofrate ~~management’s plans; (5) require an express statement~~ and ~~other~~only ~~disclosures~~recognize ~~when~~expense ~~substantial doubt is not alleviated; and (6) require an assessment~~ for athose ~~period~~shares ofexpected ~~one~~to ~~year~~vest. ~~after~~The ~~the~~Company ~~date~~estimates ~~that~~ the ~~financial~~forfeiture ~~statements~~rate ~~are~~based ~~issued~~on ~~(or~~historical ~~available to be issued)~~experience. ~~The~~Further, ~~amendments~~if inthe ~~ASU~~extent ~~2014-15~~of ~~are~~the ~~effective~~Company’s ~~for~~actual ~~public~~forfeiture ~~and~~rate ~~nonpublic~~is ~~entities~~different ~~for~~from ~~annual~~the ~~periods~~estimate, ~~ending~~then ~~after~~the ~~December~~stock-based ~~15,~~compensation ~~2016.~~expense ~~Early adoption~~ is ~~permitted~~adjusted accordingly.

8The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505-50 “Equity Based Payments to Non-Employees” (“ASC 505-50”). Costs are measured at the estimated fair market value of the consideration received, or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

~~In June 2014, the FASB issued ASU 2014~~-~~09, “Revenue from Contracts with Customers” (“ASU 2014~~9-09”). ASU 2014-09 gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. ASU 2014-09, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, ASC 2014-09 would supersede some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition – Construction-Type and Production-Type Contracts”. ASC 2014-09 removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, ASC 2014-09 improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASC 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09, for one year. to be effective for periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently reviewing the provisions of ASU 2014-09 to determine if there will be any impact on the Company’s results of operations, cash flows or financial condition.

InTable ~~June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms~~ of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). The amendments in ASU 2014-12 apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.Contents

~~Entities may apply the amendments in ASU 2014-12 either~~ (1k) ~~prospectively~~Loss toper all awards granted or modified after the effective date or (2) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying ASU 2014-12 as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. ASU 2014-12 is not expected to have a material impact on our results of operations, cash flows or financial condition. Share

~~All~~The ~~other~~Company ~~new~~computes ~~accounting~~loss ~~pronouncements~~per ~~issued~~share ~~but~~in ~~not~~accordance ~~yet~~with ~~effective~~FASB orASC ~~adopted~~260, ~~have~~“Earnings ~~been~~Per ~~deemed~~Share” to(“ASC be260”), ~~not~~which ~~relevant~~requires presentation of both basic and diluted earnings per share on the face of the statement of operations. ASC 260 requires companies that have multiple classes of equity securities to use the “two-class” of “if converted method” in computing earnings per share. The Company computes loss per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, ~~accordingly~~earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are ~~not~~allocated ~~expected~~to both common shares and participating securities based on the weighted average shares outstanding during the period. The Company has excluded all common equivalent shares outstanding for warrants to ~~have~~purchase acommon ~~material~~stock ~~impact~~from ~~once~~the ~~adopted~~calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of March 31, 2016 and June 30, 2015 there were common stock equivalents outstanding of 95,204,762 and 130,582,840, respectively.

~~Note~~(l) 3Recent –Accounting ~~Acquisition Activity~~Pronouncements

OnIn ~~January~~August 282014, ~~2015~~the FASB issued Accounting Standards Update (“ASU”) 2014-15, ~~the~~“Presentation ~~Company~~of ~~entered~~Financial ~~into~~Statements ~~the~~Going ~~Share~~Concern ~~Exchange~~(Subtopic ~~Agreement~~205-40) ~~with~~– ~~Urban~~Disclosure ~~Planet~~of ~~and~~Uncertainties ~~its~~about ~~shareholders~~an ~~pursuant~~Entity’s Ability to ~~which~~Continue ~~the~~as ~~Company~~a ~~issued~~Going upConcern” (“ASU 2014-15”). The amendments in ASU 2014-15 provide guidance about management’s responsibility to ~~10,500,000~~evaluate ~~shares~~whether ofthere ~~its~~is ~~common~~a ~~stock,~~substantial ~~and~~doubt ~~500,000~~about ~~shares~~an ofentity’s ~~its~~ability ~~Series~~to Acontinue ~~Preferred~~as a going concern or to provide related footnote disclosures. In doing so, the ~~shareholders~~amendments ofare ~~Urban~~intended ~~Planet~~to reduce diversity in ~~exchange~~the ~~for~~timing ~~all~~and content of ~~the~~footnote ~~issued~~disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and ~~outstanding~~expanding ~~shares~~upon ofcertain ~~Urban~~principles ~~Planet~~that are currently in U.S. Anauditing ~~additional~~standards. 2Specifically,~~000,000~~ ~~shares~~the amendments (1) provide a definition of ~~common~~the ~~stock~~term ~~were~~substantial ~~agreed~~doubt; (2) torequire bean ~~issued~~evaluation toevery ~~key~~reporting ~~current~~period ~~and~~including ~~past~~interim ~~employees~~periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement and ~~consultants.~~other ~~These~~disclosures ~~shares~~when ~~were~~substantial ~~issued~~doubt inis ~~May~~not ~~2015~~alleviated; and ~~expensed~~(6) inrequire ~~the~~an ~~amount~~assessment for a period of ~~$192,400~~one atyear after the ~~then~~date ~~fair~~that ~~value~~the ~~accordingly~~financial statements are issued (or available to be issued). The amendments in ASU 2014-15 are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted.

~~The~~In ~~identified~~June ~~assets~~2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 gives entities a single comprehensive model to use in reporting information about the amount and ~~liabilities~~timing ~~acquired~~of ~~for~~revenue resulting from contracts to provide goods or services to customers. ASU 2014-09, which would apply to any entity that enters into contracts to provide goods or services, would supersede the ~~issuance~~revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance throughout the Industry Topics of ~~equity~~the Codification. Additionally, ASC 2014-09 would supersede some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition – Construction-Type and Production-Type Contracts”. ASC 2014-09 removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, ASC 2014-09 improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the ~~Urban~~preparation ~~Planet~~of ~~acquisition~~financial asstatements by reducing the number of ~~January~~requirements 28to which an entity must refer. ASC 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, ~~are~~the asFASB ~~follows:~~issued ASU 2015-14 which defers the effective date of ASU 2014-09, for one year. to be effective for periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently reviewing the provisions of ASU 2014-09 to determine if there will be any impact on the Company’s results of operations, cash flows or financial condition.

Fair Value of Assets Acquired:
Cash	$	29,756
Accounts Receivable		53,447
Prepaid Expenses		1,862
Other Current Assets		24,068
Fixed Assets		3,967
Software and content		577,167
Other Assets		5,000
Liabilities Assumed:
Accounts Payable		(259,755	)
Deferred Revenue		(31,342	)
Other Accrued Liabilities		(154,478	)
Net Value	$	249,692

-10-

9Table of Contents

~~Each~~In ~~share~~June of2014, ~~Series~~the AFASB ~~Preferred~~ issued toASU ~~the~~No. ~~former~~2014-12, ~~Urban~~“Compensation ~~Planet~~– ~~shareholders~~Stock isCompensation ~~convertible~~(Topic by718); Accounting for Share-Based Payments When the ~~holder~~Terms ~~(i)~~of atan ~~any~~Award ~~time~~Provide ~~after~~That 24a ~~months~~Performance Target Could Be Achieved after the ~~original~~Requisite ~~issue~~Service ~~date~~Period” or (ii“ASU 2014-12”). The atamendments ~~any~~in ~~time~~ASU ~~after~~2014-12 ~~delivery~~apply ofto ~~notice~~all byreporting entities that grant their employees share-based payments in which the ~~Company~~terms of the ~~occurrence~~award ofprovide ~~certain~~that ~~conversion~~a ~~events~~performance ~~set~~target ~~forth~~that inaffects ~~the~~vesting ~~certificate~~could ofbe ~~designation~~achieved ~~establishing~~after the ~~Series~~requisite Aservice ~~Preferred~~period. ~~into~~The amendments require that ~~number~~a ofperformance ~~shares~~target ofthat ~~common~~affects ~~stock~~vesting ~~determined~~and bythat ~~dividing~~could be achieved after the ~~stated~~requisite ~~value~~service ofperiod ~~such~~be ~~shares~~treated ofas ~~Series~~a performance condition. A ~~Preferred,~~reporting ~~which~~entity isshould ~~$10.00~~apply ~~per~~existing ~~share~~guidance ofin ~~Series~~ASC A718 ~~Preferred,~~as byit ~~the~~relates ~~conversion~~to ~~price.~~awards ~~The~~with ~~conversion~~performance ~~price~~conditions ofthat ~~the~~affect ~~Series~~vesting Ato ~~Preferred~~account isfor $0such awards.~~50,~~ ~~subject~~For toall ~~adjustment~~entities, asthe ~~stated~~amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the ~~certificate~~same offor ~~designation~~both public business entities and all other entities.

~~The~~Entities ~~Company~~may ~~has~~apply ~~written~~the ~~down~~amendments ~~the~~in ~~value~~ASU of2014-12 ~~the~~either ~~investment~~(1) inprospectively ~~Urban~~to ~~Planet~~all ~~using~~awards ~~industry~~granted ~~information~~or ~~from~~modified anafter ~~independent~~the ~~third-party~~effective ~~appraiser~~date or (2) retrospectively to ~~two~~all ~~times~~awards ~~revenue~~with ~~reported~~performance bytargets ~~Urban~~that ~~Planet~~are ~~for~~outstanding ~~calendar~~as ~~year~~of ~~2014,~~the beginning of the earliest annual period presented in the financial statements and to all new or ~~$249,692~~modified awards thereafter. ~~The~~If ~~resulting~~retrospective ~~loss~~transition ofis $1adopted,~~722,408~~ ~~was~~the ~~reported~~cumulative effect of applying ASU 2014-12 as ~~“Impairment~~of the beginning of ~~UPM~~the ~~assets~~earliest ~~acquired”~~annual period presented in the ~~consolidated~~financial statements ofshould ~~operations~~be ~~filed~~recognized as ~~part~~an ofadjustment to the ~~Company’s~~opening ~~Annual~~retained ~~Report~~earnings onbalance ~~Form~~at ~~10-K~~that ~~for~~date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the ~~year~~compensation ~~ended~~cost. ~~June~~ASU 302014-12 is not expected to have a material impact on our results of operations, ~~2015~~cash flows or financial condition.

~~The~~In ~~consolidated~~January ~~unaudited~~2016, ~~pro-forma~~the ~~results~~FASB ofissued ~~operations~~an ofASU, ~~the~~“ASU ~~Company~~2016 as– if01 ~~Urban~~Recognition ~~Planet~~and Measurement of Financial Assets and ~~Blended~~Financial ~~Schools~~Liabilities,” ~~had~~intended ~~been~~to ~~acquired~~improve asthe recognition and measurement of ~~July~~financial 1instruments. The ASU affects public and private companies, ~~2014~~not-for-profit ~~are~~organizations, asand ~~follows:~~employee benefit plans that hold financial assets or owe financial liabilities.

	Three months ended			Six months ended
	December 31, 2014			December 31, 2014
Revenues	$	616,960		$	1,199,291
Net Loss	$	(1,437,265	)	$	(2,956,877	)

The new guidance makes targeted improvements to existing GAAP by: requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

~~Note~~The 4ASU –on ~~Intangible~~recognition ~~Assets~~and measurement will take effect for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the standard becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019.

~~Intangible assets are comprised of software and content from the following acquisitions as well as the costs to upgrade the quality of the videos in the course content:~~-11-

	December 31, 2015			June 30, 2015
ClassChatter	$	58,000		$	58,000
PLC Consultants		24,000			24,000
DWSaba Consulting		40,000			40,000
Blended Schools		1,187,534			1,187,534
Urban Planet		368,415			605,298
Video Project		397,500			0
Total		2,075,449			1,914,832
Less accumulated amortization		(655,088	)		(683,537	)
Net	$	1,420,361		$	1,231,295

Table of Contents

The ~~intangibles~~ASU ~~are~~permits ~~being~~early ~~amortized~~adoption ~~over~~of athe ~~one~~own tocredit ~~five-year~~provision ~~period~~(referenced above). ~~The~~Additionally, ~~annual~~it ~~amortization~~permits ~~for~~early ~~each~~adoption of the ~~next~~provision ~~five~~that ~~years~~exempts isprivate ~~expected~~companies toand ~~approximate~~not-for-profit ~~$337,860,~~organizations ~~$337,860,~~from ~~$337,860,~~having ~~$217,715~~to ~~and~~disclose ~~$0,~~fair ~~beginning~~value ~~with~~information ~~June~~about ~~30,~~financial ~~2016,~~instruments ~~respectively~~measured at amortized cost.

~~Note~~In 5March 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (ASU) “ASU 2016 – ~~Accrued~~09 ~~Liabilities~~Improvements to Employee Share-Based Payment Accounting” which is intended to improve the accounting for employee share-based payments. The ASU affects all organizations that issue share-based payment awards to their employees. The ASU, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, simplifies several aspects of the accounting for share-based payment award transactions, including; the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The ASU simplifies two areas specific to private companies, with regards to the expected term and intrinsic value measurements. The ASU simplifies the following areas to private and public companies; (a) tax benefits and tax deficiencies with regards to the differences between book and tax deductions, (b) changes in the excess tax benefits classification in the statement of cash flows, (c) make an entity wide accounting policy election for accrual of vested awards verses individual awards, (d) changes in the amount qualifying as an equity award classification subject to statutory tax withholdings, (e) clarification in the classification of shares withheld for statutory tax withholdings on the statement of cash flows.

~~Accrued~~For ~~liabilities~~public ~~consist~~companies, ofthe amendments in this ASU, are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the ~~following:~~amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period.

	December 31, 2015		June 30, 2015
Accrued compensation	$	0	$	82,984
Accrued interest		0		39,188
Accrued miscellaneous		21,207		43,399
	$	21,207	$	165,571

In April 2016, the FASB issued an ASU “ASU 2016 – 10 Revenue from Contract with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgment necessary to comply with Topic 606. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update2014-09 by one year.

10All other new accounting pronouncements issued but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted.

~~Note 6~~ - ~~Short~~12-~~Term Notes Payable, Due to Shareholders and Due to Related Party~~

~~Short-term~~Table ~~notes payable, due to shareholders and due to related party consists~~ of ~~the following:~~Contents

	December 31, 2015		June 30, 2015
Short-term note (a)	$	0	$	100,000
Due to shareholders and related party (b)		64,267		64,267
Outstanding debenture in default (c)		0		30,000
Total short-term notes payable due to shareholder and due to related party	$	64,267	$	194,267

Note 3 – Acquisition Activity

~~———————~~On January 28, 2015, the Company entered into the Share Exchange Agreement with Urban Planet and its shareholders pursuant to which the Company issued up to 10,500,000 shares of its common stock, and 500,000 shares of its Series A Preferred to the shareholders of Urban Planet in exchange for all of the issued and outstanding shares of Urban Planet. An additional 2,000,000 shares of common stock were agreed to be issued to key current and past employees and consultants. These shares were issued in May 2015 and expensed in the amount of $192,400 at the then fair value accordingly.

~~(a)~~The identified assets and liabilities acquired for the issuance of equity in the Urban Planet acquisition as of January 28, 2015 are as follows:

At June 30, 2015, the Company re-financed its line of credit with a note payable balance of $100,000. This represents a short-term note with an annual interest rate of 4.5%. At December 31, 2015 and June 30, 2015, the note had accrued interest in the amount of $0 and $375, respectively.

Fair Value of Assets Acquired:
Cash	$	29,756
Accounts Receivable		53,447
Prepaid Expenses		1,862
Other Current Assets		24,068
Fixed Assets		3,967
Software and content		577,167
Other Assets		5,000
Liabilities Assumed:
Accounts Payable		(259,755	)
Deferred Revenue		(31,342	)
Other Accrued Liabilities		(154,478	)
Net Value	$	249,692

Each share of Series A Preferred issued to the former Urban Planet shareholders is convertible by the holder (bi) at any time after 24 months after the original issue date, or (ii) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred, which is $10.00 per share of Series A Preferred, by the conversion price. The conversion price of the Series A Preferred is $0.50, subject to adjustment as stated in the certificate of designation.

~~Advances~~The ~~and~~Company ~~loans~~has written down the value of the investment in Urban Planet using industry information from ~~shareholders~~an ~~total~~independent third-party appraiser to two times revenue reported by Urban Planet for calendar year 2014, or $36249,~~900~~692. ~~for~~The resulting loss of $1,722,408 was reported as “Impairment of UPM assets acquired” in the consolidated statements of operations filed as part of the Company’s ~~and~~Annual $Report on Form 10~~,009~~-K for ~~Urban~~the ~~Planet~~year ended June 30, 2015.

~~Due~~The toconsolidated ~~related~~unaudited ~~party~~pro-forma ~~consists~~results of ~~amounts~~operations ~~due~~of tothe ~~Measurement~~Company ~~Planet,~~as anif Urban Planet ~~joint~~had ~~venture,~~been inacquired ~~the~~as ~~amount~~ of ~~$17~~July 1,~~358.~~ 2014 are as follows:

(c)

	Three months ended				Nine months ended
	March 31, 2015				March 31, 2015
Revenues		$	601,385			$	2,019,676

Net Loss		$	(2,771,118	)		$	(5,666,133	)

On December 30, 2010, the Company entered into conversion agreements with all but one of the holders of the Series AA debentures previously issued by the Company and held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and 100% of the membership interests of a new, wholly-owned subsidiary of the Company, Debt Resolution, LLC, in full settlement of their debentures, underlying warrants and accrued interest as of that date. The conversion agreements released all claims that 43 of the holders of the debentures had, have, or might have against the Company. Following this transaction, the Company had a debenture balance of $30,000 and accrued interest of $35,483 as of June 30, 2015, which was in default at June 30, 2015. Payment in full was made on August 3, 2015. 13-

~~The~~Table ~~Company compensates a related party, under no formal consulting services contract, a consulting fee plus reimbursement~~ of ~~travel expenses on a month-to-month basis. The amount included in accounts payable at year-end is $0.~~Contents

Note 74 -– ~~Capital~~Intangible ~~Stock~~Assets

InIntangible ~~2012,~~assets ~~the~~are ~~Company’s~~comprised ~~shareholders~~of ~~approved~~software ~~the Amended~~ and ~~Restated~~content ~~Certificate~~from ofthe ~~Incorporation~~following ~~authorizing~~acquisitions ~~510,000,000 shares of capital stock, 500,000,000 of which are designated~~ as ~~common~~well ~~stock and 10,000,000 of which are designated~~ as ~~preferred stock. The shareholders also approved~~ the ~~conversion~~costs ~~of the series common stock~~ to ~~common~~upgrade ~~stock at a ratio of 151.127 shares of common stock for each share of series common stock and a reverse split of~~ the ~~common~~quality ~~stock at a ratio~~ of ~~100 to 1. As a result of~~ the ~~conversion,~~videos ~~all~~in of the ~~Company’s~~course ~~outstanding shares of series common stock were converted into 14,827,161 shares of common stock.~~content:

On January 29, 2015, the Board of Directors approved a series of 500,000 shares of Series A Preferred for issuance in connection with the Urban Planet share exchange, and filed the Certificate of Designation of Powers, Preferences and Rights of Series A Convertible Preferred Stock with the Secretary of State of Texas. Each share of Series A Preferred shall have a par value of $0.0001 per share and a stated value equal to $10.00.

	March 31, 2016			June 30, 2015
ClassChatter	$	58,000		$	58,000
PLC Consultants		24,000			24,000
DWSaba Consulting		40,000			40,000
Blended Schools		1,187,534			1,187,534
Urban Planet		368,415			605,298
Video Project		555,000			0
Total		2,232,950			1,914,832
Less accumulated amortization		(748,144	)		(683,537	)
Net	$	1,484,806		$	1,231,295

~~Common~~The ~~Stock~~intangibles are being amortized over a one to five-year period. The annual amortization for each of the next five years is expected to approximate $337,860, $337,860, $337,860, $217,715 and $0, beginning with June 30, 2016, respectively.

~~During~~Note ~~the~~5 ~~year~~– ~~ended~~Accrued ~~June 30, 2015, the Company issued the following shares of common stock:~~Liabilities

~~The~~Accrued ~~Company~~liabilities ~~issued~~consist ~~6,193,388 shares~~ of ~~common~~the ~~stock pursuant to consulting and services agreements. The stock issued was fair valued at prices ranging from $.12 to $.18 per share for a total fair value of $799,579.~~following:

The Company issued 900,000 shares of common stock in accordance with the Company’s Board of Directors’ compensation policy and for the services of a Board appointed committee. The stock issued was fair valued at $.144 per share for a total fair value of $129,600, which will be expensed quarterly during the year ended June 30, 2015.

	March 31, 2016		June 30, 2015
Accrued compensation	$	0	$	82,984
Accrued interest		1,904		39,188
Accrued miscellaneous		9,314		43,399
	$	11,218	$	165,571

~~The~~Note ~~Company~~6 ~~issued~~- ~~4,658,000~~Short-Term ~~shares~~Notes ofPayable, ~~common~~Due ~~stock for compensation~~ to ~~officers~~Shareholders and ~~employees.~~Due ~~The stock issued was fair valued at prices ranging from $.0962~~ to ~~$.144~~Related ~~per share for a total fair value of $648,860.~~Party

11Short-term notes payable, due to shareholders and due to related party consists of the following:

The Company issued 120,043 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at prices ranging from $.12 to $0.1298 per share for a total value of $15,500.

	March 31, 2016		June 30, 2015
Short-term note– related party (a)	$	100,000	$	100,000
Due to shareholders and related party (b)		64,266		64,267
Outstanding debenture in default (c)		0		30,000
Total short-term notes payable due to shareholder and due to related party	$	164,266	$	194,267

~~The~~(a) ~~Company~~On ~~issued~~February ~~125~~17,~~000~~ ~~shares~~2016, ofthe ~~common~~Company ~~stock~~entered into a short-term loan in ~~connection~~the amount of $100,000 with a ~~private~~related ~~placement~~party, ~~financing~~bearing an annual interest rate of 5%. ~~The~~At ~~stock~~March ~~issued~~31, ~~was~~2016, ~~fair~~accrued ~~valued~~interest aton this loan was $589.~~149~~ ~~per~~At ~~share~~June ~~for~~30, 2015, the Company re-financed its line of credit with a ~~total~~note ~~value~~payable balance of $18100,~~645~~000. This represents a short-term note with an annual interest rate of 4.5%. At December 31, 2015 and June 30, 2015, the note had accrued interest in the amount of $0 and $375, respectively. Payment in full was made in November 2015.

~~The~~(b) ~~Company~~Advances ~~issued~~and ~~78,616~~loans ~~shares~~from ofshareholders ~~common~~total ~~stock~~$36,900 ~~pursuant~~for tothe anCompany ~~advisory~~and ~~fee~~$10,009 ~~agreement~~for inUrban ~~connection~~Planet. ~~with~~Due ato ~~private~~related ~~placement~~party ~~financing~~consists ~~agreement.~~of ~~The~~amounts ~~stock~~due ~~issued~~to ~~was~~Measurement ~~fair~~Planet, ~~valued~~an atUrban ~~$.159~~Planet ~~per~~joint ~~share~~venture, ~~for~~in athe ~~total~~amount ~~value~~ of $1217,~~500~~358.

The Company sold 1,428,571 units, which consisted of 1,428,571 shares of common stock and 1,428,571 warrants exercisable at $0.10 a share. The stock sold was at $.07 per share for proceeds of $100,000. There were no stipulations, conditions or requirements under the sale.-14-

~~The~~Table ~~Company sold 53,571,429 Units, which consisted~~ of 53,571,429 shares of common stock and 99,000,001 warrants exercisable at varying exercise prices. The stock sold was at $.07 per share for proceeds of $3,250,000. Included in the aforementioned were 7,142,857 Units issued in lieu of a $500,000 payment for fees attributed to this equity raise. An additional 4,457,143 shares were issued as payment of fees for this equity raise as well, which had a fair value at $312,000. There were no stipulations, conditions or requirements under the sale. Exclusive of shares and warrants issued in lieu of fees, the cost of this equity raise was $157,000.Contents

~~The~~(c) On December 30, 2010, the Company entered into conversion agreements with all but one of the holders of the Series AA debentures previously issued 10by the Company and held on that date. Pursuant to the conversion agreements,~~500~~ the holders accepted a total of 1,~~000~~039,985 shares of ~~its~~convertible series common stock ~~pursuant~~(“Old toCommon Stock”) and 100% of the ~~Share~~membership ~~Exchange~~interests ~~Agreement~~of ~~with~~a ~~Urban~~new, ~~Planet~~wholly-owned subsidiary of the Company, Debt Resolution, LLC, in full settlement of their debentures, underlying warrants and accrued interest as of that date. The ~~stock~~conversion ~~issued~~agreements ~~was~~released ~~fair~~all ~~valued~~claims atthat $43 of the holders of the debentures had, have, or might have against the Company.~~0962~~ ~~per~~Following ~~share~~this ~~for~~transaction, the Company had a ~~total~~debenture ~~value~~balance of $130,~~010~~000 and accrued interest of $35,~~100~~483 as of June 30, 2015, which was in default at June 30, 2015. Payment in full was made on August 3, 2015.

The Company ~~issued~~compensates a ~~total~~related ~~of 72~~party,~~857,143~~ ~~shares~~under ofno ~~its~~formal ~~common~~consulting ~~stock~~services ~~pursuant~~contract, toa ~~the~~consulting ~~exercise~~fee byplus ~~Shenzhen~~reimbursement of ~~certain~~travel ~~warrants.~~expenses ~~The~~on ~~shares issued were at~~ a ~~price~~month-to-month ~~per share of $0~~basis.07 ~~and~~The ~~$0.0842322~~amount ~~for~~included ~~total~~in ~~proceeds~~accounts ofpayable ~~$5,526,966.~~at ~~There~~year-end ~~were~~is ~~no stipulations, conditions or requirements under the sale. Exclusive of shares and warrants issued, the cost of this equity raise was~~ $~~644,057~~0.

~~The~~Note ~~Company~~7 ~~issued~~– aLong-Term ~~total~~Convertible ofNotes 6,061,707 shares of its common stock pursuant to an advisory fee agreement with V3 Capital Partners, LLC as a direct result of the warrant exercise. The price per share ranged from $0.07 to $0.0842322 for a total fair value of $460,084 as a cost of the warrant exercise equity raise.Payable

The Company ~~issued~~received 40$200,000 ~~shares~~in ofloan ~~its~~proceeds ~~common~~from ~~stock~~a ~~for~~third party investor pursuant to the ~~settlement~~terms of ~~amounts~~a ~~due~~Convertible toPromissory aNote ~~shareholder~~in the principal amount of $500,000 (“Convertible Note”). The ~~stock~~Convertible ~~issued~~Note ~~was~~has ~~fair~~an ~~valued~~interest atrate ~~$0.0962~~of ~~per~~12% ~~share~~during the first year and 10% for athe ~~total~~second ~~value~~year through the maturity date of $3February 21,~~848~~ 2018. No ~~gain~~The oraccrued ~~loss~~interest ~~was~~at ~~recorded~~March on31, ~~this~~2016 ~~transaction~~was $1,315.

~~During~~The holder has the ~~six~~right ~~months~~to ~~ended~~convert ~~December~~any ~~31,~~or ~~2015,~~the entire outstanding principal of the ~~Company~~Convertible ~~issued~~Note nointo shares of common stock at the rate of $0.02 per share.

~~Preferred~~The ~~Stock~~Company recorded debt discount in the amount of $80,698 to be amortized ratably over two years. The accumulated amortization recorded on this discount as of March 31, 2016 was $2,751.

~~During~~The Company signed a second Convertible Promissory Note with a third party investor in the ~~year~~amount of $500,000, with the same terms and conditions as the Convertible Note. No funds were received during the quarter ended ~~June~~March 3031, ~~2015~~2016 under either the Convertible Note or the Convertible Promissory Note (together, the “Notes”); however, the Company ~~issued~~received $440,000 from the ~~following~~Convertible ~~shares~~Promissory Note subsequent to the end of ~~preferred~~the ~~stock:~~quarter.

~~The~~Each ~~Company~~of ~~issued~~the ~~500~~Notes,~~000~~ ~~shares~~as ofexecuted, ~~its~~require ~~Series A Preferred pursuant to~~ the ~~Share~~Company ~~Exchange~~issue ~~Agreement~~warrants ~~with~~for ~~Urban~~up ~~Planet.~~to ~~Each~~a ~~share~~total of ~~Series~~37,500,000 Ashares ~~Preferred~~of ~~issued~~common tostock ~~the~~rather ~~former~~than ~~Urban~~25,000,000 ~~Planet~~shares, ~~shareholders~~respectively, iswithin ~~convertible~~a bythree-year ~~the~~term ~~holder (1)~~ at ~~any~~an ~~time~~exercise ~~after~~price 24equal ~~months~~to ~~after~~$0.04 ~~the~~per ~~original~~share. However, ~~issue~~management ~~date~~believes orthat ~~(2)~~the atnumber ~~any time after delivery~~ of ~~notice~~shares byissuable ~~the~~upon ~~Company~~exercise of ~~the~~each ~~occurrence~~ of ~~certain~~the ~~conversion~~warrants ~~events~~was ~~set~~calculated ~~forth~~ in ~~the~~error ~~certificate~~without ofobjection ~~designation~~from ~~establishing~~ the ~~Series~~holders Athereof, ~~Preferred~~and ~~into~~ that the number of shares ofissuable ~~common~~upon ~~stock~~exercise ~~determined by dividing the stated value~~ of ~~such~~each ~~shares~~warrant ofshould ~~Series~~be ~~A Preferred~~25,000,000 ~~which is $10~~shares.00 ~~per~~As ~~shares~~a ~~of Series A Preferred~~result, by the ~~conversion~~value ~~price. The conversion price~~ of the ~~Series~~warrants ~~A Preferred is $0.50, subject to adjustment~~ as ~~stated~~recorded inreflects the ~~certificate~~value of ~~designation.~~25,000,000 ~~The~~ shares ~~were~~rather ~~fair~~than ~~valued~~37,500,000 ~~at $~~shares.~~0962~~ See ~~per~~Note 8 – Capital ~~share~~Stock, ~~calculated~~for disclosure atregarding the ~~conversion~~valuation ~~rate~~ of ~~20 shares of common stock for each share of Series A Preferred converted. The total estimated fair value of~~ the ~~Series A Preferred issued was $962~~warrants,~~000~~ ~~based~~including onthe method anand asassumptions ~~converted~~utilized ~~basis~~by ~~for~~management ~~the~~in determining ~~acquisition of Urban Planet~~valuation.

~~During~~Note ~~the~~8 ~~six~~- ~~months~~Capital ~~ended December 31, 2015, the Company issued no shares of preferred stock.~~Stock

12On February 22, 2016, warrants to purchase 50,000,000 shares of the Company’s common stock at $0.04 per share were issued in financing agreements with the holders of the Notes. These warrants were valued using the Black Scholes pricing method using the following assumptions: stock price - $0.02, strike price - $$0.04, expected volatility 175.19%, interest rate – 1%, dividend rate – 0%, and expected term – three years. The value of 25,000,000 warrants totaling $412,500, was charged as financing expense. The value of the remaining 25,000,000 warrants was recorded as a beneficial conversion feature of the Convertible Note in the amount of $80,698, which will be amortized over the life of the Convertible Note.

~~Warrants~~As disclosed in Note 7 – Long-Term Convertible Notes Payable, each of the Notes, as executed, require the Company issue warrants for up to a total of 37,500,000 shares of common stock rather than 25,000,000 shares, respectively, within a three-year term at an exercise price equal to $0.04 per share. However, management believes that the number of shares issuable upon exercise of each of the warrants was calculated in error without objection from the holders thereof, and that the number of shares issuable upon exercise of each warrant should be 25,000,000 shares. As a result, the value of the warrants as recorded reflects the value of 25,000,000 shares rather than 37,500,000 shares.

~~Warrant~~Common ~~activity as of December 31, 2015 and the year ended June 30, 2015 is summarized as follows:~~ Stock

	Eighteen months ended December 31, 2015
	Shares		Weighted Average Exercise Price
Warrants outstanding at July 1, 2014		0	$	0.0
Granted		203,439,983		0.075
Exercised		(72,857,143)		0.076
Cancelled/expired		0		—
Warrants outstanding at June 30, 2015		130,582,840	$	0.075
Granted		0		0
Exercised		0		0
Cancelled/expired		(85,378,078)		—
Warrants outstanding at December 31, 2015		45,204,762	$	0.075
Warrants exercisable at December 31, 2015		45,204,762	$	0.075

During the year ended June 30, 2015, the Company issued the following shares of common stock:

The ~~total~~Company ~~warrants~~issued ~~outstanding at December 31~~6, ~~2015 include 21~~193,~~428,572~~388 ~~warrants~~shares ~~that do not yet have a set exercise price, as per the terms~~ of ~~such~~common ~~warrants,~~stock ~~the~~pursuant ~~exercise~~to ~~price~~consulting ~~shall~~and beservices ~~the~~agreements. ~~five-day~~The ~~volume~~stock ~~weighted~~issued ~~average~~was ~~price~~fair ~~immediately~~valued ~~preceding~~at ~~the~~prices ~~exercise~~ranging ~~date~~from of$.12 ~~such~~to ~~warrants~~$.18 ~~See~~per ~~the~~share ~~discussion~~for ofa ~~the~~total ~~Securities~~fair ~~Purchase~~value ~~Agreement~~of ~~in Note 1~~$799,579.

~~Note~~The 8Company –issued ~~Commitments~~900,000 shares of common stock in accordance with the Company’s Board of Directors’ compensation policy and ~~Contingencies~~for the services of a Board appointed committee. The stock issued was fair valued at $.144 per share for a total fair value of $129,600, which will be expensed quarterly during the year ended June 30, 2015.

OnThe ~~December 30, 2014, the~~ Company ~~entered~~issued ~~into a one-year consulting agreement whereby the consultant would be paid with 1~~4,~~600~~658,000 shares of ~~the Company’s~~ common stock ~~and~~for ~~cash~~compensation ~~payments~~to ofofficers ~~$10,000~~and ~~per month~~employees. The ~~Company~~stock isissued ~~currently~~was ~~involved~~fair invalued aat ~~dispute~~prices ~~regarding~~ranging ~~cash~~from ~~and~~$.0962 ~~share~~to ~~amounts owed~~$.144 ~~The~~per ~~Company~~share ~~maintains~~for ~~the~~a ~~agreements~~total ~~are~~fair ~~not~~value ~~enforceable~~of ~~due to non-performance~~$648,860.

On July 17, 2015, the Board of Directors of the Company appointed Julie Young as the Company’s Chief Executive Officer, effective July 20, 2015. Ms. Young will serve as the Company’s principal executive officer in this position. As Chief Executive Officer, Ms. Young will be compensated as follows, as set forth in her offer letter dated as of July 17, 2015: (i) an annual salary of $282,000; (ii) the authorization of a grant of 2,000,000 shares of restricted common stock, which will vest immediately upon issuance; (iii) the right to receive an additional grant of 2,000,000 shares of restricted common stock upon the Company’s achievement of a five-~~day average share price of $0.~~15 per share; and (iv) eligibility to participate in the Company’s health and other benefit plans on the same terms and conditions as the Company’s other employees. In the event that Ms. Young’s employment is terminated without cause, she resigns for good reason, or she is terminated within 18 months of a change in control, Ms. Young will receive a severance payment equal to one-~~year’s salary and will be eligible to participate in the Company’s benefit plans for one year from the date of termination.~~

OnTable ~~July~~of 21, 2015, the Company entered into a Video Production Agreement with Coolfire Studios, LLC to produce 3,500 academic instruction videos. The per video cost is $530, with various payments scheduled over a one-year period. Contents

~~During~~The ~~fiscal 2015, the~~ Company ~~entered~~issued ~~into an Advisory Fee Agreement in connection with advisory~~120,043 due diligence, and financing activities performed by the Advisor in connection with the transaction with Shenzhen. The Company agreed to pay or issue to the Advisors (i) cash; (ii) Units; (iii) warrants to purchase shares of common stock; ~~and~~in ~~(iv)~~conversion ~~additional~~of ~~cash~~outstanding ~~and~~debts. ~~Units~~The instock ~~the~~issued ~~event~~was ~~any~~fair ofvalued ~~the~~at ~~Investors~~prices ~~exercised~~ranging ~~SPA~~from ~~Warrants~~$.12 ~~received pursuant~~ to ~~the Securities Purchase Agreement~~$0. ~~The~~1298 ~~Advisory~~per ~~Fee~~share ~~Agreement~~for ~~ended~~a ~~September~~total ~~24,~~value ~~2015~~of ~~after the Settlement Agreement and Mutual Release~~$15, ~~fully described below was signed~~500.

~~Effective~~The ~~February 2015, the~~ Company ~~entered~~issued ~~into an Advisory Fee Agreement (the “Advisory Agreement”) with V3 Capital Partners~~125,000 ~~LLC~~shares ~~pursuant to which V3 Capital Partners, LLC and certain~~ of ~~its~~common ~~affiliates~~stock ~~(the “Advisors”) provided advisory, due diligence and financing activities performed by the advisors~~ in connection with ~~the~~a ~~transactions~~private ~~contemplated~~placement ~~by the Securities Purchase Agreement~~financing. ~~Pursuant~~The tostock ~~the~~issued ~~Advisory~~was ~~Agreement,~~fair ~~the~~valued ~~Company~~at ~~agreed~~$.149 toper ~~pay~~share orfor ~~issue~~a tototal ~~the~~value ~~Advisors (i) cash; (ii) Units; (iii) warrants to purchase shares~~ of ~~common stock; and (iv) additional cash and Units in the event any of the Investors exercised Warrants received pursuant to the Securities Purchase Agreement~~$18,645.

13The Company issued 78,616 shares of common stock pursuant to an advisory fee agreement in connection with a private placement financing agreement. The stock issued was fair valued at $.159 per share for a total value of $12,500.

~~Effective~~The ~~September 24, 2015, the~~ Company ~~entered~~sold ~~into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with V3 Capital Partners~~1, ~~LLC~~428,571 ~~Scot Cohen~~units, ~~Oakway~~which ~~International~~consisted Ltd., Oakway International and North Haven Equities (together the “V3 Affiliates”) and Guarav Malhotra, Richard Abbe, Jonathan Rudney, Matthew Hull and Kyle Pollack (together, the “Individuals” and together with the V3 Affiliates, the “Advisors) modifying the terms of the Advisory Agreement as follows: (i) certain of the V3 Affiliates have agreed to forfeit and cancel all warrants previously issued to them pursuant to the Advisory Agreement and agreed to terminate all further rights to additional shares1, warrants or other payments due under the Advisory Agreement; (ii) Mr. Cohen has agreed to (A) forfeit and cancel all warrants issued to him under the Securities Purchase Agreement and Advisory Agreement428,571 ~~other than A Warrants to purchase 3,078,572~~ shares of common stock ~~upon the terms~~ and ~~conditions of the A Warrants as stated in the Securities Purchase Agreement~~1, ~~which were previously issued to him under the Securities Purchase Agreement~~428,571 ~~and (B) terminate all further rights to additional shares,~~ warrants orexercisable ~~other~~at ~~payments~~$0.10 ~~due~~a ~~under~~share. ~~the~~The ~~Securities~~stock ~~Purchase~~sold ~~Agreement~~was orat ~~Advisory Agreement; (iii) Oakway International Ltd~~$.07 ~~has~~per ~~agreed~~share to forfeit and cancel all warrants received under the Advisory Agreement and terminate all further rights to additional shares, warrants or other payments due under the Securities Purchase Agreement or Advisory Agreement in exchange for ~~(A)~~proceeds ~~the right to retain A Warrants to purchase 2,857,143 shares~~ of ~~common stock upon the terms and conditions of the A Warrants as stated in the Securities Purchase Agreement~~$100,000. ~~which~~There were ~~previously~~no ~~issued to it under the Securities Purchase Agreement and (B) receipt of an additional A Warrant to purchase 221~~stipulations,~~428~~ ~~shares of common stock upon the terms and~~ conditions of the A Warrants as stated in the Securities Purchase Agreement; (iv) the Individuals will retain the warrants previously issued to them under the Advisory Agreement providing for rights to purchase an aggregate of 3,333,333 shares of common stock upon the same terms and conditions as provided in the Advisory Agreement and agreed to terminate all further rights to additional shares, warrants or ~~other~~requirements ~~payments due~~ under the ~~Advisory Agreement; and (v) the Company agreed to pay the Advisors a total of $644,000~~sale.

~~Each~~The Company sold 53,571,429 Units, which consisted of ~~the~~53,571,429 ~~parties~~shares toof common stock and 99,000,001 warrants exercisable at varying exercise prices. The stock sold was at $.07 per share for proceeds of $3,250,000. Included in the ~~Settlement~~aforementioned ~~Agreement~~were ~~has~~7,142,857 ~~agreed~~Units toissued ~~waive~~in ~~and~~lieu ~~release~~of ~~any~~a ~~and~~$500,000 ~~all~~payment ~~claims~~for ~~relating~~fees attributed to this equity raise. An additional 4,457,143 shares were issued as payment of fees for this equity raise as well, which had a fair value at $312,000. There were no stipulations, conditions or requirements under the ~~Advisory~~sale. ~~Agreement~~Exclusive of shares and ~~services~~warrants ~~provided~~issued byin lieu of fees, the ~~Advisors~~cost ~~thereunder~~of this equity raise was $157,000.

AsThe ~~a result of the Settlement Agreement, the~~ Company ~~cancelled~~issued ~~warrants to purchase a total of 85~~10,~~378~~500,~~078~~000 shares of its common stock, ~~such~~pursuant ~~that~~to the ~~Company’s~~Share ~~total~~Exchange ~~outstanding~~Agreement ~~warrants~~with ~~held~~Urban byPlanet. ~~all~~The ~~security~~stock ~~holders~~issued aswas offair ~~December~~valued ~~31,~~at ~~2015~~$.0962 ~~provide~~per share for ~~the~~a ~~rights~~total tovalue ~~purchase an aggregate~~ of 45$1,~~204~~010,~~762 shares of common stock~~100.

OnThe ~~October~~Company ~~12,~~issued ~~2015~~a total of 72,857,143 shares of its common stock pursuant to the ~~Company~~exercise ~~entered~~by ~~into~~Shenzhen of certain warrants. The shares issued were at a ~~one-year~~price ~~contract~~per share of $0.07 and $0.0842322 for ~~office~~total ~~services~~proceeds inof ~~Orlando~~$5,526,966. ~~Florida~~There atwere ano stipulations, conditions or requirements under the sale. Exclusive of shares and warrants issued, the cost of ~~$129~~this ~~per~~equity ~~month~~raise was $644,057.

OnThe ~~October 16, 2015, the~~ Company ~~entered~~issued ~~into~~ a ~~Conversion~~total of ~~Accounts Payable Agreement with Krevolin & Horst~~6, ~~LLC (“Krevolin & Horst”) to settle approximately $350~~061,~~000~~707 inshares ~~fees~~of ~~for~~its ~~legal~~common ~~services~~stock ~~rendered~~pursuant to ~~the~~an ~~Company~~advisory ~~for~~fee ~~(1)~~agreement awith ~~cash~~V3 ~~payment~~Capital ~~of $180~~Partners,~~000,~~ ~~which~~LLC ~~was~~as ~~paid~~a indirect ~~full~~result onof ~~October 19, 2015; (2)~~ the ~~issuance~~warrant ofexercise. ~~170,000~~The ~~shares~~price ofper ~~its~~share ~~common~~ranged ~~stock; and (3) on or before six months~~ from ~~October~~$0.07 ~~16,~~to ~~2015,~~$0.0842322 for a ~~number~~total offair ~~shares~~value of ~~its common stock equal to the quotient of~~ $36460,~~000~~084 ~~divided~~as ~~by either (~~a) ~~the~~cost ~~average closing price~~ of the ~~common~~warrant ~~stock~~exercise ~~for~~equity ~~the 20 trading day period ending April 8, 2016 or (b) $0~~raise.~~05, whichever is greater.~~

OnThe ~~November~~Company 3,issued ~~2015~~40,000 ~~the~~shares ~~Company’s Board~~ of ~~Directors~~its ~~appointed~~common ~~Mr.~~stock ~~Michael~~for ~~Horn~~the ~~and~~settlement ~~Mr.~~of ~~David~~amounts ~~Dai~~due to ~~serve~~a onshareholder. ~~the~~The ~~Company’s~~stock ~~Board~~issued ofwas ~~Directors,~~fair ~~each~~valued toat ~~serve~~$0.0962 toper ~~serve~~share ~~until~~for ~~the~~a ~~next~~total ~~annual~~value ~~meeting~~ of ~~the~~$3,848. No ~~Company’s~~gain ~~stockholders~~ or ~~until~~loss ~~his~~was ~~successor~~recorded ison ~~duly~~this ~~elected and qualified~~transaction.

~~Note~~During 9the –nine ~~Subsequent~~months ~~Events~~ended March 31, 2016, the Company issued the following shares of common stock:

~~None~~The Company issued 2,000,000 shares of common stock in accordance with the Company’s Board of Directors’ compensation policy. The stock issued was fair valued at $0.03 per share for a total fair value of $60,000, which will be expensed quarterly during the year ended December 31, 2016.

14The Company issued 6,850,000 shares of common stock for compensation to officers and employees. The stock issued was fair valued at $0.03 per share for a total fair value of $205,500.

~~ITEM~~The 2Company issued 170,000 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at $0.0485 per share for a total value of $8,245.

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~-16-

~~The~~Table ~~following Management’s Discussion and Analysis~~ of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the financial condition and results of operations of Sibling Group Holdings, Inc. (the “Company”). The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto.Contents

~~Overview~~Preferred Stock

~~The~~During ~~Company,~~the ~~which~~year ~~does~~ended ~~business~~June as30, ~~Global Personalized Academics (“GPA”)~~2015, ~~is an innovative education company that provides virtual and classroom learning to help students across~~ the ~~globe~~Company ~~transform~~issued the ~~way~~following ~~they~~shares ~~learn.~~of ~~GPA~~preferred ~~aims to take online learning to the next level with the latest technologies and education practices to help students reach their full potential.~~ stock:

The Company ~~offers~~issued 500,000 shares of its Series A Preferred pursuant to the ~~following~~Share ~~products~~Exchange ~~and~~Agreement ~~services:~~with Urban Planet. Each share of Series A Preferred issued to the former Urban Planet shareholders is convertible by the holder (1) at any time after 24 months after the original issue date, or (2) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the Series A Preferred into that number of shares of common stock determined by dividing the stated value of such shares of Series A Preferred, which is $10.00 per shares of Series A Preferred, by the conversion price. The conversion price of the Series A Preferred is $0.50, subject to adjustment as stated in the certificate of designation. The shares were fair valued at $.0962 per share, calculated at the conversion rate of 20 shares of common stock for each share of Series A Preferred converted. The total estimated fair value of the Series A Preferred issued was $962,000 based on an as converted basis for the acquisition of Urban Planet.

~~Online~~During ~~Courses – The Company sells digital curriculum for grades K-12 directly to schools and districts in~~ the ~~U.S.~~nine ~~The~~months ~~current~~ended ~~catalog~~March ~~includes~~31, ~~over 190 courses~~2016, ~~all created by~~ the ~~GPA~~Company ~~team~~issued ofno ~~subject~~shares ~~matter experts and sold in a variety~~ of ~~licensing~~preferred ~~models~~stock. ~~Our catalog includes core, electives, AP, world languages and credit recovery courses.~~

Teacher Training – The Company provides professional development directly to schools and districts in the U.S. on a fee for service basis. Training is delivered online and face-to-face. Training is sold as a separate service or bundled with other products as a value-add. Warrants

~~Learning~~On ~~Management~~February ~~System~~22, ~~Hosting~~2016, –warrants ~~The~~to ~~Company~~purchase ~~provides~~50,000,000 ~~access~~shares toof ~~learning~~the ~~management~~Company’s ~~software~~common ~~directly~~stock toat ~~schools~~$0.04 ~~and~~per ~~districts~~share were issued in a financing agreement with the Uholder of the Convertible Note.S These warrants were valued using the Black Scholes pricing method using the following assumptions: stock price - $0.02, ~~This~~strike ~~service~~price is- ~~not~~$$0.04, ~~sold~~expected ~~separately~~volatility 175.19%, ~~but~~interest israte ~~included~~– 1%, dividend rate – 0%, and expected term – three years. The value of 25,000,000 warrants totaling $412,500, was charged as afinancing expense. The value~~-add~~ ~~when~~of ~~combined~~the ~~with~~remaining ~~online~~25,000,000 ~~courses~~warrants ~~and~~was ~~teacher~~recorded ~~training~~as a beneficial conversion feature of the Convertible Note in athe ~~“Network~~amount ~~Membership”~~of ~~model~~$80,698, which will be amortized over the life of the Convertible Note.

~~Online~~Warrant ~~School~~activity –as ~~The~~of ~~Company~~March ~~provides~~31, ~~end-to-end~~2016 ~~solutions to schools~~ and ~~districts in~~ the ~~U.S.~~year ~~and~~ended ~~around~~June ~~the world. This service provides online courses~~30, ~~learning~~2015 ~~management~~is ~~system~~summarized ~~and~~as ~~a teacher in exchange for tuition on a per student, per semester basis.~~ follows:

International Dual-Diploma – Based on the Online School offering, these products expand the opportunity for international students by providing the chance to earn a U.S. high school diploma along with their local diploma. This program includes a fixed set of 12 semester courses delivered over two to three years. Courses are sold on a per student, per semester basis and targeted toward international students interested in attending a U.S. college or university.

	Twenty-one months ended March 31, 2016
	Shares		Weighted Average Exercise Price
Warrants outstanding at July 1, 2014		0	$	0.0
Granted		203,439,983		0.075
Exercised		(72,857,143)		0.076
Cancelled/expired		0		—
Warrants outstanding at June 30, 2015		130,582,840	$	0.075
Granted		0		0
Exercised		0		0
Cancelled/expired		(85,378,078)		—
Warrants outstanding at December 31, 2015		45,204,762	$	0.075
Granted		50,000,000	$	0.04
Exercised		0		0
Cancelled/expired		0		—
Warrants exercisable at March 31, 2016		95,204,762	$	0.057

~~Most~~The oftotal ~~the~~warrants ~~K-12~~outstanding ~~course~~at ~~content~~March ~~has~~31, ~~been~~2016 ~~created~~include by21,428,572 ~~the~~warrants ~~GPA~~that ~~team~~do ofnot ~~subject~~yet ~~matter~~have ~~experts. GPA~~a ~~upgrades~~set ~~each~~exercise ~~course~~price, ~~very~~as ~~three~~per ~~years~~the toterms ~~ensure~~of itsuch ~~meets~~warrants, the ~~latest~~exercise ~~standards~~price ofshall ~~pedagogy~~be ~~and~~the ~~content. GPA~~five-day ~~uses~~volume ~~multiple~~weighted ~~learning~~average ~~management~~price ~~systems~~immediately ~~and~~preceding ~~other~~the ~~software~~exercise ~~systems~~date toof ~~effectively~~such ~~deliver~~warrants. See the ~~content~~discussion toof the ~~individual~~Securities ~~student~~Purchase Agreement in Note 1.

Through professional development services, online curriculum licensing, curriculum bundled with learning management system access and administration and its Learning Institute, we service more than 150 school districts. -17-

~~The~~Table ~~Company is not dependent on one or a few major clients, and no client accounts for more than 10%~~ of ~~our revenues.~~Contents

~~The~~Note ~~Company~~9 is– aCommitments ~~Texas~~and ~~corporation incorporated on December 28, 1988.~~ Contingencies

15On December 30, 2014, the Company entered into a one-year consulting agreement whereby the consultant would be paid with 1,600,000 shares of the Company’s common stock and cash payments of $10,000 per month. The Company is currently involved in a dispute regarding cash and share amounts owed. The Company maintains the agreements are not enforceable due to non-performance.

~~Recent~~On ~~Developments~~July 17, 2015, the Board of Directors of the Company appointed Julie Young as the Company’s Chief Executive Officer, effective July 20, 2015. Ms. Young will serve as the Company’s principal executive officer in this position. As Chief Executive Officer, Ms. Young will be compensated as follows, as set forth in her offer letter dated as of July 17, 2015: (i) an annual salary of $282,000; (ii) the authorization of a grant of 2,000,000 shares of restricted common stock, which will vest immediately upon issuance; (iii) the right to receive an additional grant of 2,000,000 shares of restricted common stock upon the Company’s achievement of a five-day average share price of $0.15 per share; and (iv) eligibility to participate in the Company’s health and other benefit plans on the same terms and conditions as the Company’s other employees. In the event that Ms. Young’s employment is terminated without cause, she resigns for good reason, or she is terminated within 18 months of a change in control, Ms. Young will receive a severance payment equal to one-year’s salary and will be eligible to participate in the Company’s benefit plans for one year from the date of termination.

~~Recent~~On ~~Acquisitions~~July 21, 2015, the Company entered into a Video Production Agreement with Coolfire Studios, LLC to produce 3,500 academic instruction videos. The per video cost is $530, with various payments scheduled over a one-year period.

AsDuring offiscal ~~May 30~~2015, ~~2014,~~ the Company ~~completed~~entered ~~the~~into ~~acquisition~~an ofAdvisory ~~the~~Fee ~~assets~~Agreement ofin ~~BlendedSchools.Net~~connection ~~(“Blended~~with ~~Schools”)~~advisory, ~~for~~due adiligence, ~~purchase~~and ~~price~~financing ofactivities ~~$550,000,~~performed ~~which~~by ~~included~~ the ~~assumption~~Advisor ofin ~~$446,187~~connection ofwith ~~Blended~~the ~~Schools’~~transaction ~~debt~~with ~~and cash payments totaling $103,813~~Shenzhen. The ~~In addition, the~~ Company agreed to pay ~~certain~~or ~~other~~issue ~~debts~~to ofthe ~~Blended~~Advisors ~~Schools~~(i) ascash; ~~provided~~(ii) ~~for~~Units; in(iii) ~~the~~warrants ~~asset~~to purchase ~~agreement.~~shares ~~Blended~~of ~~Schools~~common ~~provides~~stock; ~~online~~and ~~curriculum~~(iv) ~~with~~additional ~~192~~cash ~~master~~and ~~courses~~Units ~~for~~in the ~~K-12~~event ~~marketplace,~~any ~~all~~of ~~Common~~the ~~Core~~Investors ~~compatible;~~exercised aSPA ~~complete~~Warrants ~~hosted~~received ~~course~~pursuant ~~authoring~~to ~~and learning management system environment featuring both Blackboard and Canvas; and~~ the ~~new~~Securities ~~Language~~Purchase ~~Institute,~~Agreement. The ~~with~~Advisory ~~online~~Fee ~~courses~~Agreement inended ~~Arabic,~~September ~~Chinese~~24, ~~Spanish,~~2015 ~~French,~~after ~~Japanese,~~the ~~Latin,~~Settlement ~~Russian,~~Agreement ~~German~~ and ~~Hindi~~Mutual Release, ~~all~~fully ~~oriented~~described tobelow ~~meet~~was ~~today’s ESL requirements~~signed.

OnEffective ~~January~~February ~~28,~~ 2015, the Company entered into aan ~~share~~Advisory ~~exchange~~Fee ~~agreement~~Agreement (the “~~Share~~Advisory ~~Exchange~~ Agreement”) with ~~Urban~~V3 ~~Planet~~Capital ~~Media & Entertainment~~Partners, ~~Corp.~~LLC ~~(“Urban Planet”) and its shareholders~~ pursuant to which ~~the~~V3 ~~Company~~Capital ~~issued 10~~Partners,~~500,000~~ ~~shares~~LLC ~~of its common stock, $0.0001 par value,~~ and ~~500,000~~certain ~~shares~~ of its ~~Series~~affiliates ~~A Convertible Preferred Stock~~ (~~“Series~~the ~~A Preferred~~“Advisors”) toprovided ~~the~~advisory, ~~shareholders~~due ofdiligence ~~Urban~~and ~~Planet~~financing inactivities ~~exchange~~performed ~~for~~by ~~all of~~ the ~~issued~~advisors ~~and~~in ~~outstanding~~connection ~~shares~~with ~~of Urban Planet. Each share of Series A Preferred issued to~~ the ~~former~~transactions ~~Urban~~contemplated ~~Planet shareholders is convertible~~ by the ~~holder~~Securities ~~(1)~~Purchase atAgreement. ~~any~~Pursuant ~~time~~to ~~after 24 months after~~ the ~~original~~Advisory ~~issue~~Agreement, ~~date or (2) at any time after delivery of notice by~~ the Company ofagreed ~~the~~to ~~occurrence~~pay ofor ~~certain~~issue ~~conversion~~to ~~events set forth in~~ the ~~certificate~~Advisors of(i) ~~designation~~cash; ~~establishing~~(ii) ~~the~~Units; ~~preferred~~(iii) ~~stock~~warrants ~~into~~to ~~that~~purchase ~~number of~~ shares of common stock; ~~determined~~and by(iv) ~~dividing~~additional ~~the~~cash ~~stated~~and ~~value~~Units ofin ~~such shares of Series A Preferred, which is $10.00 per shares of Series A Preferred, by~~ the ~~conversion~~event ~~price.~~any ~~The conversion price~~ of the ~~Series~~Investors Aexercised ~~Preferred~~Warrants isreceived ~~$0.50,~~pursuant ~~subject~~ to ~~adjustment as stated in~~ the ~~certificate~~Securities ofPurchase ~~designation~~Agreement.

OnEffective ~~June~~September 1624, 2015, the Company ~~concluded~~entered ~~that~~into ita ~~was~~Settlement ~~necessary~~Agreement toand ~~write~~Mutual ~~down~~Release (the ~~value~~“Settlement ofAgreement”) with V3 Capital Partners, LLC, Scot Cohen, Oakway International Ltd., Oakway International and North Haven Equities (together the ~~investment~~“V3 Affiliates”) inand ~~Urban~~Guarav ~~Planet~~Malhotra, ~~based~~Richard onAbbe, ~~industry~~Jonathan ~~information~~Rudney, ~~from~~Matthew anHull ~~independent~~and ~~third~~Kyle ~~party~~Pollack (together, tothe ~~two~~“Individuals” ~~times~~and together with the ~~revenue~~V3 ~~reported~~Affiliates, bythe ~~Urban~~“Advisors”) ~~Planet~~modifying ~~for~~the terms of the ~~calendar~~Advisory ~~year~~Agreement ~~2014,~~as ~~which~~follows: ~~totaled~~(i) ~~$249~~certain of the V3 Affiliates have agreed to forfeit and cancel all warrants previously issued to them pursuant to the Advisory Agreement and agreed to terminate all further rights to additional shares,~~692~~ warrants or other payments due under the Advisory Agreement; (ii) Mr. AsCohen ahas ~~result~~agreed to (A) forfeit and cancel all warrants issued to him under the Securities Purchase Agreement and Advisory Agreement, other than A Warrants to purchase 3,078,572 shares of common stock upon the ~~Company~~terms ~~incurred~~and aconditions ~~non-cash~~of ~~impairment~~the ~~charge~~A Warrants as stated in the ~~amount~~Securities ofPurchase $1Agreement,~~722~~ which were previously issued to him under the Securities Purchase Agreement,~~408~~ and (B) terminate all further rights to additional shares, warrants or other payments due under the Securities Purchase Agreement or Advisory Agreement; (iii) Oakway International Ltd. ~~The~~has ~~Company’s~~agreed ~~determination~~to forfeit and cancel all warrants received under the Advisory Agreement and terminate all further rights to ~~recognize~~additional shares, warrants or other payments due under the ~~impairment~~Securities ~~charge~~Purchase ~~was~~Agreement ~~based~~or onAdvisory Agreement in exchange for (A) the ~~expiration~~right to retain A Warrants to purchase 2,857,143 shares of acommon ~~grant~~stock upon the terms and ~~service~~conditions ~~agreement~~of ~~that~~the A Warrants as stated in the Securities Purchase Agreement, which were previously ~~contributed~~issued to ~~Urban~~it ~~Planet~~under ~~revenues~~the Securities Purchase Agreement, and ~~the~~(B) ~~Company’s~~receipt ~~decision~~of an additional A Warrant to ~~suspend~~purchase 221,428 shares of common stock upon the ~~development~~terms and conditions of athe ~~proposed~~A ~~Urban~~Warrants ~~Planet~~as ~~product.~~stated ~~The~~in ~~Company~~the ~~does~~Securities ~~not~~Purchase ~~expect~~Agreement; (iv) the Individuals will retain the warrants previously issued to ~~incur~~them ~~any~~under ~~material~~the ~~future~~Advisory ~~cash~~Agreement ~~expenditures~~providing for rights to purchase an aggregate of 3,333,333 shares of common stock upon the same terms and conditions as provided in ~~connection~~the ~~with~~Advisory Agreement and agreed to terminate all further rights to additional shares, warrants or other payments due under the ~~write-down~~Advisory ofAgreement; ~~Urban~~and ~~Planet~~(v) the Company agreed to pay the Advisors a total of $644,000.

~~The~~Each ~~Company~~of ~~continues~~the parties to ~~evaluate~~the ~~acquisition~~Settlement ~~and~~Agreement ~~partnership~~has ~~opportunities~~agreed ~~that~~to ~~will~~waive ~~compliment~~and ~~its~~release ~~vision~~any ~~within~~and ~~the~~all ~~K-12~~claims ~~education~~relating ~~markets,~~to ~~representing~~the ~~education~~Advisory ~~technologies,~~Agreement ~~personalized~~and ~~learning,~~services ~~curriculum~~provided ~~and~~by ~~private~~the ~~school~~Advisors ~~organizations~~thereunder.

~~Capital~~As ~~Investments~~a ~~and~~result ~~Change~~of inthe ~~Control~~Settlement Agreement, the Company cancelled warrants to purchase a total of 85,378,078 shares of common stock, such that the Company’s total outstanding warrants held by all security holders as of December 31, 2015 provide for the rights to purchase an aggregate of 45,204,762 shares of common stock.

~~During~~On ~~the~~October ~~quarter ended March 31~~12, 2015, the Company received a strategic investment from Shenzhen City Qianhai Xinshi Education Management Co., Ltd., a company based and operating in the People’s Republic of China (“Shenzhen”). The strategic investment was provided to accelerate the Company’s growth and expansion into critical strategic markets around the world, including China. Effective on February 27, 2015, the Company entered into a ~~Securities~~one-year ~~Purchase~~contract Agreement (the “Securities Purchase Agreement”) with Shenzhen and certain accredited and institutional investors (together with Shenzhen, the “Investors”). Pursuant to the Securities Purchase Agreement, the Investors purchased an aggregate of 53,571,429 Units (each, a “Unit”) for anoffice ~~aggregate~~services ~~cash~~in ~~raise of $3~~Orlando,~~250,000.~~ ~~Each~~Florida ~~Unit consists of: (1) a share of the Company’s common stock; (2) a warrant giving each of the Investors the right to purchase one additional share of common stock for each share owned~~ at ~~any time and from time to time for~~ a ~~period~~cost of ~~five years at an exercise price of~~ $~~0.07~~129 per share (each, an “A Warrant”); (3) a warrant giving each of the Investors the right to purchase one additional share of common stock for each share owned at any time and from time to time for a period of one year following the effectiveness of a registration statement covering the resale of the total number of shares of common stock acquired by the Investors in the transaction at an exercise price equal to the five-day volume weighted average price immediately preceding the exercise date (each, a “B Warrant”); and (4) only as part of and in connection with the purchase of the shares underlying the B Warrants (the “B Warrant Shares”), a warrant giving each of the Investors the right to purchase 0month.50 shares of common stock for each B Warrant Share purchased by such Investors at any time and from time to time for a period of five years at an exercise price equal to the purchase price of the B Warrant Shares (each, an “Additional Warrant” and together with the A Warrants and the B Warrants, the “Warrants”). The exercise prices of the Warrants may be reduced if the Company issues additional shares of common stock or securities convertible into common stock at a price lower than the Warrant exercise prices for so long as the Warrants remain outstanding. If all shares underlying all Warrants are ultimately issued, the Company will issue an aggregate of 187,500,001 shares of common stock pursuant to the Securities Purchase Agreement for additional proceeds.

On October 16, 2015, the Company entered into a Conversion of Accounts Payable Agreement with Krevolin & Horst, LLC (“Krevolin & Horst”) to settle approximately $350,000 in fees for legal services rendered to the Company for (1) a cash payment of $180,000, which was paid in full on October 19, 2015; (2) the issuance of 170,000 shares of its common stock; which were issued on March 10, 2016; and (3) on or before six months from October 16, 2015, a number of shares of its common stock equal to the quotient of $36,000 divided by either (a) the average closing price of the common stock for the 20 trading day period ending April 8, 2016 or (b) $0.05, whichever is greater.

On ~~April~~November 63, 2015, ~~Shenzhen exercised~~ the ACompany’s ~~Warrants~~Board ~~in full and a portion~~ of ~~the~~Directors Bappointed ~~Warrants~~Mr. ~~resulting~~Michael inHorn anand ~~additional~~Mr. ~~72,857,143~~David ~~shares~~Dai ~~of common stock being issued~~ to ~~Shenzhen~~serve inon ~~exchange~~the ~~for~~Company’s anBoard ~~aggregate purchase price~~ of $5Directors,~~526,966.~~ ~~Pursuant~~each to ~~the~~serve ~~terms~~to ofserve ~~the~~until ~~Securities Purchase Agreement, 42,857,143 of~~ the ~~shares~~next ~~received~~annual ~~upon~~meeting ~~issuance~~ of the A Warrants were issued at a price per share of $0.07. The remaining 30,000,000 shares received upon the partial exercise of the B Warrants were issued at a price per share of $0.0842322, which is equivalent to the volume weighted average price for the Company’s ~~common~~stockholders ~~stock~~or ~~for~~until ~~the~~his ~~five~~successor ~~trading~~is ~~days~~duly ~~preceding~~elected ~~April~~and ~~6, 2015, the date of exercise~~qualified.

AsNote a10 ~~result~~– ofSubsequent the exercise of the B Warrants and pursuant to the terms of the B Warrants, the Company issued Shenzhen Additional Warrants to purchase an aggregate of 15,000,000 shares of the Company’s common stock at any time and from time to time for a period of five years from the date of the Additional Warrants at an exercise price per share equal to $0.0842322, the purchase price of the shares issued pursuant to the B Warrants.Events

~~Following~~Subsequent to the ~~exercise~~quarter ended March 31, 2016, the Company received loan proceeds from a related party of $150,000 under the ~~Warrants~~terms of a a bridge loan agreement dated April 15, ~~Shenzhen~~2016, ~~holds~~and ~~115~~$440,~~714~~000 in proceeds from a $500,~~286~~000 ~~shares~~convertible promissory note issued to a third party investor. Each of the ~~Company’s~~loans ~~common~~accrue ~~stock,~~interest orat ~~approximately~~the ~~57%~~rate of ~~the~~12% ~~Company’s~~during ~~total~~the ~~issued~~first year and ~~outstanding~~10% ~~shares~~for ofthe ~~common~~second ~~stock~~year asthrough the maturity date of ~~December~~February 3121, ~~2015~~2018.

Pursuant to the terms of the remaining Warrants, Shenzhen has the potential to purchase up to an additional 34,285,714 shares of the Company’s common stock. If all shares underlying all Warrants held by Shenzhen are ultimately issued to Shenzhen, Shenzhen will hold an aggregate of 150,000,000 shares of the Company’s common stock. Of Shenzhen’s remaining Warrants, 15,000,000 are exercisable at $0.0842322 per share, which would result in an additional $1,263,483 in proceeds to the Company. Because the purchase price of the remaining 19,285,714 shares that Shenzhen has the right to acquire pursuant to its Warrants is dependent on the price of the Company’s common stock if and when such Warrants are exercised, the Company is unable to calculate the gross proceeds that would be received upon exercise of such Warrants.-18-

~~The~~Table ~~Company also entered into a Securities Purchase Agreement with an accredited investor, effective as~~ of February 27, 2015 (“the Purchase Agreement”). Pursuant to the Purchase Agreement, the investor purchased an aggregate of 1,428,571 shares of the Company’s common stock for aggregate proceeds of $100,000. Additionally, the investor received a warrant giving him the right to purchase up to 1,428,571 shares of common stock at any time and from time to time for a period of five years at an exercise price of $0.10 per share. Contents

~~Advisory~~ITEM ~~Fee~~2. ~~Agreement~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~During~~The ~~fiscal~~following ~~2015,~~Management’s ~~the~~Discussion ~~Company~~and ~~entered~~Analysis ~~into~~of anFinancial ~~Advisory~~Condition ~~Fee Agreement (the “Advisory Fee Agreement”) with V3 Capital Partners, LLC~~ and ~~certain~~Results of ~~its~~Operations ~~affiliates~~ (~~the~~ “~~Advisor~~MD&A”) inis ~~connection~~intended ~~with advisory, due diligence and financing activities performed by the Advisor in connection with the transaction with Shenzhen pursuant~~ to ~~the~~help ~~Securities Purchase Agreement. Pursuant to~~ the ~~Advisory~~reader ~~Fee~~understand ~~Agreement,~~ the ~~Company~~financial ~~paid~~condition orand ~~issued~~results ~~to Advisor: (1) a cash payment~~ of ~~$57,000;~~operations ~~(2) $312,000~~ of ~~Units~~Sibling onGroup ~~the same terms and conditions as those issued in connection with the Shenzhen transaction; and (3) a warrant giving the Advisor the right to purchase up to an aggregate of 26~~Holdings,~~785,714~~ ~~shares of common stock at any time and from time to time for a period of five years at an exercise price of $0~~Inc.07 ~~per share. Additionally,~~ (the “Company ~~agreed to pay Advisor a pro rata portion of the advisory fees detailed above in (1~~”). ~~and~~The ~~(2)~~MD&A onis aprovided ~~similar percentage basis~~ as ~~the~~a ~~above~~supplement ~~fees upon exercise of any A Warrant~~to, ~~B Warrant or Additional Warrant~~ and ~~the~~should ~~fees~~be ~~described~~read in ~~clause~~conjunction ~~(3)~~with, onour afinancial ~~similar~~statements ~~percentage~~and ~~basis as~~ the ~~above~~accompanying ~~fee~~notes ~~on the exercise of the B Warrant~~thereto. ~~The Company also agreed to pay $100,000 of Shenzhen’s and Advisor’s legal and due diligence expenses.~~

17Overview

~~Effective~~The ~~as of September 24, 2015, the~~ Company ~~entered into a Settlement Agreement and Mutual Release~~, ~~and~~which ~~Addendum~~does tobusiness ~~Settlement~~as ~~Agreement~~Global ~~and~~Personalized ~~Mutual~~Academics ~~Release~~ (~~the~~ “~~Addendum,~~GPA” ~~and together, the “Settlement Agreement”~~), ~~with~~is ~~the~~an ~~Advisors~~innovative V3education ~~Capital~~company ~~Partners,~~that ~~LLC,~~provides ~~Scot~~virtual ~~Cohen, Oakway International Ltd., Oakway International~~ and ~~North~~classroom ~~Haven~~learning Equities, LLC (together, the “V3 Affiliates”) and Gaurav Malhotra, Richard Abbe, Jonathan Rudney, Matthew Hull and Kyle Pollack (together, the “Individuals” and together with the V3 Affiliates, the “Advisors”) modifying the terms of the Advisory Fee Agreement. Pursuant to ~~the~~help ~~Settlement~~students ~~Agreement,~~across the ~~Advisors~~globe ~~and~~transform the ~~Company~~way ~~agreed~~they to modify the payments due to the Advisors under the Advisory Fee Agreement as follows: (1) certain of the V3 Affiliates have agreed to forfeit and cancel all warrants previously issued to them pursuant to the Advisory Fee Agreement and agreed to terminate all further rights to additional shares, warrants or other payments due under the Advisory Fee Agreement; (2) Mrlearn. ~~Cohen~~GPA ~~has~~aims ~~agreed~~ to ~~(A)~~take ~~forfeit~~online ~~and~~learning ~~cancel all warrants issued~~ to ~~him under~~ the ~~Securities~~next ~~Purchase~~level ~~Agreement~~with ~~and Advisory Fee Agreement, other than A Warrants to purchase 3,078,572 shares of common stock upon~~ the ~~terms~~latest ~~and~~technologies ~~conditions of the A Warrants as stated in the Securities Purchase Agreement, which were previously issued to him under the Securities Purchase Agreement,~~ and ~~(B)~~education ~~terminate~~practices ~~all further rights~~ to ~~additional~~help ~~shares,~~students ~~warrants~~reach ortheir ~~other~~full ~~payments due under the Securities Purchase Agreement or Advisory Fee Agreement; (3) Oakway International Ltd~~potential. has agreed to forfeit and cancel all warrants received under the Advisory Fee Agreement and terminate all further rights to additional shares, warrants or other payments due under the Securities Purchase Agreement or Advisory Fee Agreement in exchange for (A) the right to retain A Warrants to purchase 2,857,143 shares of common stock upon the terms and conditions of the A Warrants as stated in the Securities Purchase Agreement, which were previously issued to it under the Securities Purchase Agreement and (B) receipt of an additional A Warrant to purchase 221,428 shares of common stock upon the terms and conditions of the A Warrants as stated in the Securities Purchase Agreement; (4) the Individuals will retain the warrants previously issued to them under the Advisory Fee Agreement providing for rights to purchase an aggregate of 3,333,333 shares of common stock upon the same terms and conditions as provided in the Advisory Fee Agreement and agreed to terminate all further rights to additional shares, warrants or other payments due under the Advisory Fee Agreement; and (5) the Company agreed to pay the Advisors a total of $644,000. Each of the parties to the Settlement Agreement has agreed to waive and release any and all claims relating to the Advisory Fee Agreement and services provided by the Advisors thereunder.

AsThe ~~a result of the Settlement Agreement, the~~ Company ~~canceled~~offers ~~warrants to purchase a total of 85,378,078 shares of common stock, such that~~ the ~~Company’s~~following ~~total~~products ~~outstanding~~and ~~warrants held by all security holders as of December 31, 2015 provide for the rights to purchase an aggregate of 45,204,762 shares of common stock.~~ services:

~~Debentures~~Online Courses – The Company sells digital curriculum for grades K-12 directly to schools and districts in the U.S. The current catalog includes over 190 courses, all created by the GPA team of subject matter experts and sold in a variety of licensing models. Our catalog includes core, electives, AP, world languages and credit recovery courses.

OnTeacher ~~December~~Training ~~30,~~– ~~2010,~~The ~~the~~ Company ~~entered~~provides ~~into~~professional ~~conversion~~development ~~agreements~~directly ~~with all but one of the holders of the Series AA debentures previously issued by the Company and held on that date. Pursuant~~ to ~~the~~schools ~~conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock~~ and ~~100%~~districts ofin the ~~membership~~U.S. ~~interests~~on of a ~~wholly-owned~~fee ~~subsidiary~~for ofservice ~~the~~basis. ~~Company,~~Training ~~Debt~~is ~~Resolution,~~delivered ~~LLC,~~online ~~in full settlement of their debentures, underlying warrants~~ and ~~accrued interest as of that date. Subsequently, series common stock was converted~~ face-to ~~shares of the Company’s common stock~~-face. ~~The~~Training ~~conversion~~is ~~agreements~~sold ~~released~~as ~~all~~a ~~claims~~separate ~~that~~service ~~43 of the 44 total holders of the debentures had, have,~~ or ~~might~~bundled ~~have~~with ~~against~~other ~~the~~products ~~Company. Following this transaction, the Company had a debenture balance of $30,000 and accrued interest of $35,483~~ as ~~of June 30, 2015, which was in default at June 30, 2015. On August 3, 2015, the Company paid~~ a ~~total of $65,904 in full satisfaction of the outstanding debenture, consisting of the principal amount and accrued interest~~value-add.

~~Our~~Learning ~~Business~~Management ~~Strategy~~System Hosting – The Company provides access to learning management software directly to schools and districts in the U.S. This service is not sold separately, but is included as a value-add when combined with online courses and teacher training in a “Network Membership” model.

InOnline ~~fiscal~~School ~~2015,~~– weThe ~~built~~Company anprovides ~~executive and sales team, the members of which have demonstrated long~~end-~~term success in the education market. We also added additional staff~~ to-end ~~provide~~solutions ~~ongoing support~~ to ~~help~~schools ~~our~~and ~~schools~~districts ~~realize~~in ~~student~~the ~~success~~U.S. Inand ~~fiscal~~around ~~2015, our management team worked to refine~~ the ~~overall~~world. ~~Company~~This ~~strategy~~service toprovides ~~focus on K-12~~ online ~~learning tools and created a strategic plan for revenue growth. For 2016~~courses, ~~our~~learning ~~focus will be to capitalize on the investments made in our executive~~ management ~~and~~system ~~sales team, as well as our infrastructure~~ and ~~curriculum,~~a toteacher ~~develop and enhance the Blended Schools content to better compete~~ in ~~all~~exchange ~~markets;~~for ~~refining~~tuition ~~our~~on ~~sales and marketing initiatives to drive an increase in sales; and meeting~~ a ~~growing~~per ~~international~~student, ~~demand~~per ~~for~~semester Ubasis.~~S. K-12 education tools.~~

InInternational ~~furtherance~~Dual-Diploma of– ~~these~~Based ~~objectives,~~on wethe ~~have~~Online ~~engaged~~School aoffering, ~~public~~these ~~relations~~products ~~and~~expand ~~communications~~the ~~firm~~opportunity tofor ~~advise~~international onstudents ~~the~~by ~~branding~~providing ~~and positioning of~~ the ~~Company~~chance into ~~the~~earn ~~education~~a ~~marketplace,~~U.S. ~~and~~high ~~are~~school ~~focused~~diploma onalong ~~hiring~~with ~~additional~~their ~~experienced~~local ~~and~~diploma. ~~successful~~This ~~individuals~~program toincludes ~~build~~a upfixed ~~our~~set ~~leadership~~of ~~team. In~~12 ~~addition,~~semester ~~the~~courses ~~Company~~delivered ~~will~~over ~~continue~~two to ~~work~~three toyears. ~~form~~Courses ~~partnerships~~are ~~and~~sold ~~develop~~on ~~certain~~a ofper ~~its~~student, ~~products~~per tosemester ~~grow~~basis ~~its~~and ~~position~~targeted intoward ~~the~~international ~~online~~students ~~education~~interested ~~market,~~in ~~including~~attending ~~the~~a ~~expanding~~U.S. ~~credit~~college ~~recovery~~or ~~program market~~university.

18Most of the K-12 course content has been created by the GPA team of subject matter experts. GPA upgrades each course very three years to ensure it meets the latest standards of pedagogy and content. GPA uses multiple learning management systems and other software systems to effectively deliver the content to the individual student.

~~Domestic~~Through ~~Sales~~professional development services, online curriculum licensing, curriculum bundled with learning management system access and ~~Marketing~~administration and its Learning Institute, we service more than 150 school districts.

WeThe ~~believe~~Company ~~that~~is ~~every~~not ~~teacher~~dependent ~~should~~on ~~have~~one ~~access to the latest education technology tools and teaching techniques regardless of school size, budget~~ or ~~zip~~a ~~code.~~few ~~GPA~~major ~~focuses all domestic sales and marketing efforts on small school districts with student populations between 1~~clients,~~000~~ and ~~10,000.~~no ~~The~~client ~~Company~~accounts ~~currently~~for ~~serves~~more ~~150~~than ~~U.S. school districts, with the largest customer representing 3~~10% of ~~total~~our ~~revenue~~revenues. ~~GPA has expanded the domestic sales team to include seven new members who are working to leverage existing relationships and cultivate new leads.~~

~~International~~The ~~Sales~~Company ~~and~~is ~~Marketing~~a Texas corporation incorporated on December 28, 1988.

In August 2015, the Company began working with our strategic partner, Shenzhen, to develop the Chinese market for GPA products. The two companies created both an English language learning (“ELL”) and international dual diploma program for Chinese students. Shenzhen and GPA have worked to establish partnerships with education marketing and sales companies to sell the products into Chinese schools. GPA staff has worked closely with the Shenzhen staff to present the program directly to schools and learning centers in the country to enroll students in the program. While we anticipated the rollout of this program during 2015, and therefore incurred substantial costs in furtherance of such anticipated rollout, such rollout was delayed, resulting in the loss of substantial projected revenue during the six-~~month period ending December 31, 2015. The Company currently anticipates having pilot programs in place by the spring of 2016 with full program implementation in the fall of 2016.~~ 19-

~~The~~Table ~~international~~of dual diploma program developed for China can be used in other countries as well. The Company intends to take both the ELL and international dual diploma program and work with other organizations that are successfully selling educational products and services in their home countries to bring the GPA ELL and international dual diploma program to additional markets.Contents

Recent ~~Trends~~Developments

~~International~~During ~~demand~~the ~~for~~quarter ~~U.S.~~ended ~~secondary~~March ~~education~~31, ~~content~~2016, ~~has~~the ~~significantly~~Company ~~increased~~received as$100,000 apursuant ~~result~~to of the ~~demand~~terms ~~for~~of ~~U.S.~~a ~~college~~Bridge ~~and~~Loan ~~university~~Agreement ~~degrees.~~with ~~According~~a torelated ~~the~~party ~~Institute of International Education,~~ (the ~~number~~"Bridge ofNote"). ~~students~~The ~~worldwide~~Bridge ~~pursuing~~Note ~~higher~~is ~~education~~due ~~degrees~~and ~~from~~payable ~~countries~~in ~~outside~~full, ofon ~~their~~or ~~home~~before ~~countries~~June ~~grew~~30, ~~from~~2016 ~~3.0~~or ~~million~~no inlater ~~2005~~than to30 ~~4.3~~days ~~million~~after inthe ~~2011,~~Company ~~and~~receives isfinancing ~~projected~~of toat ~~reach~~least 8US $1.0 million. In byaddition, ~~2025. As~~the aCompany ~~result~~received $200,000 ~~international~~in ~~high~~loan ~~schools~~proceeds ~~have~~from ~~implemented~~a ~~dual~~third ~~diploma~~party ~~programs~~investor ~~that~~pursuant ~~allow~~to ~~students~~the toterms ~~receive~~of a ~~diploma~~Convertible ~~from~~Promissory ~~their~~Note ~~local~~in ~~high~~the ~~school~~principal ~~and~~amount ~~from~~of a$500,000 ~~U.S.~~(“Convertible ~~based high school~~Note”).

The Company issigned ~~working~~a tosecond ~~leverage~~Convertible ~~local~~Note ~~partnerships~~with ina ~~countries~~related ~~where~~party ~~there~~investor isin ~~significant~~the ~~demand~~amount ~~for~~of ~~U.S.~~$500,000, ~~K-12~~with ~~content~~the tosame ~~provide~~terms ~~products~~and toconditions as the ~~rapidly~~first ~~growing~~Convertible ~~market~~Note. No offunds ~~international~~have ~~students~~been received currently from this Convertible Note.

InSubsequent ~~addition,~~to the ~~growth~~quarter ~~and~~ended ~~quality~~March ~~improvement~~31, in2016, ~~online~~the ~~learning~~Company ~~and~~received ~~mounting~~loan ~~pressure~~proceeds onfrom ~~educators~~a torelated ~~boost~~party ~~retention~~of ~~and~~$150,000 ~~graduation~~under ~~rates~~the ~~have~~terms ~~contributed~~of toa a ~~substantial~~bridge ~~growth~~loan inagreement ~~online~~dated ~~credit~~April ~~recovery~~15, ~~programs~~2016, ~~that~~and ~~allow~~$440,000 ~~students~~in toproceeds ~~earn~~from ~~credits~~a ~~toward~~$500,000 ~~high~~convertible ~~school~~promissory ~~graduation.~~note ~~More~~issued ~~than~~to ~~half~~a ofthird ~~the~~party ~~school~~investor. Each ~~districts~~of in the ~~U.S.~~loans ~~offer~~accrue ~~online~~interest ~~courses~~at ~~and~~the ~~services~~rate ~~because~~ of ~~their~~12% ~~efficiency,~~during ~~low~~the ~~cost~~first year and ~~flexibility.~~10% Wefor ~~intend~~the tosecond ~~develop~~year ~~and~~through ~~improve~~the ~~additional~~maturity ~~products~~date toof ~~expand~~February ~~our~~21, ~~presence in this rising market~~2018.

Results of Operations

Three Months Ended ~~December~~March 31, ~~2015~~2016 Compared to Three Months Ended ~~December~~March 31, ~~2014~~2015

Revenue

During the three-month period ended ~~December~~March 31, ~~2015~~2016, we recorded revenue of $~~494~~532,~~544~~670, primarily from the Blended Schools division, acquired in 2014, as compared to $~~570~~601,~~374~~363 in revenue for the three months ended ~~December~~March 31, ~~2014~~2015. The decrease in revenue is principally attributable to issues with the Pennsylvania State budget. The Pennsylvania State Legislature ~~has~~had been unable to pass a budget which has left School Districts without funding. The majority of the Blended Schools Division sales are in Pennsylvania, and the budget impasse has adversely affected sales ~~this~~during the period ended March 31, 2016 and the year-to-date period. While no assurances can be given, due to the Company’s sales cycle, which principally results in the negotiation of contracts during the ~~six~~nine months ending June 30, and our existing and anticipated sales pipeline, we believe that our sales will significantly increase through the end of the current fiscal year, and accelerate beginning in fiscal 2016/2017.

19Sales, General and Administrative Expense

~~Sales~~Total operating expenses for the three-month period ended March 31, ~~General~~2016 were $1,218,526, compared to total operating expenses for the three-month period ended March 31, 2015 of $709,880, an increase of 72%. Operating expenses consist of salaries of our management and ~~Administrative~~staff, ~~Expense~~consulting expenses and professional fees. The increase in operating expenses during the period ended March 31, 2016 is principally attributable to the addition of sales and other personnel during the recent period compared to the quarter ended March 31, 2015.

~~Total~~Interest operating expenses for the three-month period ended December 31, 2015 were $1,233,443, compared to total operating expenses for the three-month period ended December 31, 2014 of $1,094,683. Operating expenses consist of salaries of our management and staff, consulting expenses and professional fees. The increase in operating expenses during the period ended December 31, 2015 is principally attributable to the addition of executive management, sales and other personnel, which added $628,048 to expenses during the period ended December 31, 2015, and the non-recurring payment of certain contractual, travel, and other costs incurred in connection with the anticipated rollout of our programs in China, which added $84,775.67 in costs during the period December 31, 2015.Expense

Interest ~~Expense~~expense on our existing debt for the three-month periods ended March 31, 2016 and 2015 was $4,668 and $107,029, respectively. Amortization of intangibles and debt discount amounted to $93,056 and $173,530 for the three months ended March 31, 2016 and 2015, respectively.

~~Interest~~Income expense on our existing debt for the three-month periods ended December 31, 2015 and 2014 was $1,633 and $78,952, respectively. Amortization of intangibles and debt discount amounted to $93,054 and $129,719 for the three months ended December 31, 2015 and 2014, respectively.Taxes

~~Income~~There ~~Taxes~~is no income tax expense recorded for the three months ended March 31, 2016 and 2015, due to the Company's net losses. As of March 31, 2016, the Company has tax net operating loss carry forwards and a related deferred tax asset, offset by a full valuation allowance.

~~There~~Net is no income tax expense recorded for the three months ended December 31, 2015 and 2014, due to the Company's net losses. As of December 31, 2015, the Company has tax net operating loss carry forwards and a related deferred tax asset, offset by a full valuation allowance.Loss

~~Net~~Our ~~Loss~~net loss for the three months ended March 31, 2016 was $1,588,597, as compared to a net loss of $2,709,277 for the three months ended March 31, 2015. This year-over-year decrease in net loss is primarily attributable to the Impairment of Urban Planet assets acquired recognized in the three months ended March 31, 2015. On a per share basis, our loss was $0.01 per share for the three months ended March 31, 2016, as compared to a loss of $0.04 per share for the three months ended March 31, 2016.

~~Our net loss for the three months ended December 31, 2015 was $1,194,802, as compared to a net loss of $1,091,707 for the three months ended December 31, 2014. This year~~-~~over~~20-year increase in net loss is primarily attributable to increased sales, general and administrative expenses during the quarter, and lower sales and gross profit. On a per share basis, our loss was $0.01 per share for the three months ended December 31, 2015, as compared to a loss of $0.02 per share for the three months ended December 31, 2014.

~~Six~~Table ~~Months~~of ~~Ended December 31, 2015 Compared to Six Months Ended December 31, 2014~~Contents

~~Revenue~~Nine Months Ended March 31, 2016 Compared to Nine Months Ended March 31, 2015

During the six-month period ended December 31, 2015, we recorded revenue of $1,008,896 compared to $1,100,134 in revenue for the six months ended December 31, 2014, both principally attributable to the Blended Schools division. The Company acquired the Blended Schools division in May 2014. While no assurances can be given, due to the Company’s sales cycle, which principally results in the negotiation of contracts during the six months ending June 30, and our existing and anticipated sales pipeline, we believe that our sales will significantly increase through the end of the current fiscal year, and accelerate beginning in fiscal 2016.Revenue

~~Sales~~During the nine-month period ended March 31, ~~General~~2016, we recorded revenue of $1,541,566 compared to $1,701,497 in revenue for the nine months ended March 31, 2015, both principally attributable to the Blended Schools division, a decrease of 9%. The decrease is principally due to issues with the Pennsylvania State budget. The Pennsylvania State Legislature had been unable to pass a budget which has left School Districts without funding. Although revenue declined in the current quarter compared to the comparable quarter in 2015, and ~~Administrative~~while ~~Expense~~no assurances can be given, due to the Company’s sales cycle, which principally results in the negotiation of contracts during the nine months ending June 30, and our existing and anticipated sales pipeline, we believe that our sales will increase through the end of the current fiscal year, and accelerate beginning in fiscal 2016/2017.

~~Total operating expenses for the six-month period ended December 31~~Sales, ~~2015~~General ~~were $2,472,960, compared to total operating expenses for the six-month period ended December 31, 2014 of $2,761,476. Operating expenses consist of salaries of our management~~ and ~~staff,~~Administrative consulting expenses and professional fees. Operating expenses during the period ended December 31, 2015 reflect the addition of executive management, sales and other personnel, which added $1,040,994 to expenses during the six month period ended December 31, 2015, and the non-recurring payment of certain contractual, travel, and other costs incurred in connection with the anticipated rollout of our programs in China, which added $169,009 in costs during the six-month period ended December 31, 2015. Expense

~~Interest~~Total ~~Expense~~operating expenses for the nine-month period ended March 31, 2016 were $3,691,486, compared to total operating expenses for the nine-month period ended March 31, 2015 of $3,471,356, an increase of 6%. Operating expenses consist of salaries of our management and staff, consulting expenses and professional fees. Operating expenses during the period ended March 31, 2016 reflect the increase in sales and other personnel during the period compared to the quarter ended March 31, 2015., and non-recurring payments of certain contractual, travel, and other costs incurred in connection with the anticipated rollout of our programs in China, which added approximately $253,000 in costs during the nine-month period ended March 31, 2016.

Interest expense on our existing debt for the six periods ended December 31, 2015 and 2014 was $8,227 and $95,183, respectively. Amortization of intangibles and debt discount amounted to $186,109 and $259,436 for the six months ended December 31, 2015 and 2014, respectively.Expense

20Interest expense on our existing debt for the nine periods ended March 31, 2016 and 2015 was $12,842 and $202,212 respectively. Amortization of intangibles and debt discount amounted to $279,164 and $397,410 for the nine months ended March 31, 2016 and 2015, respectively.

Income Taxes

There is no income tax expense recorded for the ~~six~~nine months ended ~~December~~March 31, ~~2015~~2016 and ~~2014~~2015, due to the Company's net losses. As of ~~December~~March 31, ~~2015~~2016, the Company has tax net operating loss carry forwards and a related deferred tax asset, offset by a full valuation allowance.

Net Loss

Our net loss for the ~~six~~nine months ended ~~December~~March 31, ~~2015~~2016 was $23,~~391~~980,~~456~~053, as compared to a net loss of $25,~~576~~285,~~237~~514 for the ~~six~~nine months ended ~~December~~March 31, ~~2014~~2015. This year-over-year decrease in net loss is primarily attributable to other expenses during the ~~six~~nine-month period ending ~~December~~March 31, ~~2014~~2015, which were non-recurring, and, to a lesser extent, a gain on debt settlements, offset, in principal part, by a gross loss during the ~~six~~nine-month period ending ~~December~~March 31, ~~2015~~2016. On a per share basis, our loss was $0.0102 per share for the ~~six~~nine months ended ~~December~~March 31, ~~2015~~2016, as compared to a loss of $0.0609 per share for the ~~six~~nine months ended ~~December~~March 31, ~~2014~~2015.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $~~284~~521,~~725~~851 and $159,~~009,792~~360 in cash as of ~~December~~March 31, ~~2015~~2016, compared to working capital of $2,896,154 and $5,415,744 in cash as of June 30, 2015. The decrease is principally attributable to the addition of the new management team, payments relating to purchases of equipment and repayments of borrowings.

Net cash used by operating activities was $34,~~863~~956,~~920~~852 for the ~~six~~nine months ended ~~December~~March 31, ~~2015~~2016, compared to $~~275~~1,~~146~~099,804 for the ~~six~~nine months ended ~~December~~March 31, ~~2014~~2015. The increase of $3,~~588~~857,~~774~~048 of cash used by operating activities for the quarter was primarily a result of payments made on obligations, including accounts payable and debt settlements versus reduced cash collections of accounts receivable.

We had capital expenditures of $36,858 for the purchase of laptops for new management and staff members for the six months ended December 31, 2015, as well as a net outlay of $375,175 for intangibles for the video production project to enhance our course content. We have no plans for the purchase of real property in the foreseeable future. -21-

OnTable ~~August 3, 2015, the Company paid a total~~ of ~~$65,904 in full satisfaction of the one remaining outstanding Series AA debenture, which was in default at June 30, 2015, consisting of the principal amount due of $30,000 and accrued interest.~~Contents

~~Historically,~~We ~~our~~had ~~principal~~capital ~~sources~~expenditures of ~~cash have included revenue from operating activities~~$36,857 ~~proceeds~~for ~~from~~ the ~~issuance~~purchase of ~~common~~laptops ~~and~~for ~~preferred~~new ~~stock,~~management and ~~proceeds~~staff ~~from~~members for the ~~issuance~~nine ofmonths ~~short-term~~ended ~~debt.~~March ~~Our~~31, ~~principal~~2016, ~~uses~~as ofwell ~~cash~~as ~~have~~a ~~included~~net ~~cash~~outlay ~~used~~of ~~in operations~~$532,675 ~~payments~~for ~~relating~~intangibles tofor ~~purchases~~the ofvideo ~~property~~production ~~and~~project ~~equipment~~to ~~and~~enhance ~~repayments~~our ofcourse ~~borrowings~~content. We ~~expect~~have ~~that~~no ~~our~~plans ~~principal~~for ~~uses of cash in~~ the ~~future~~purchase ~~will be for product development, further development~~ of ~~intellectual~~real property, asin ~~well~~the asforeseeable ~~general working capital and capital expenditure requirements~~future.

~~Management~~On ~~believes~~August ~~that~~3, ~~the Company’s current cash and cash equivalents will not be sufficient to meet working capital and capital expenditure requirements for the next 12 months. As a result~~2015, the ~~ability of the~~ Company topaid ~~continue as~~ a ~~going~~total ~~concern~~of is$65,904 ~~dependent~~in onfull ~~generating~~satisfaction ~~future~~of ~~profitable operations and raising additional capital needed until~~ the ~~Company~~one ~~generates~~remaining ~~profits.~~outstanding ~~Management~~Series isAA ~~therefore~~debenture, ~~seeking~~which towas ~~raise~~in ~~additional~~default ~~debt~~at ~~and/or~~June ~~equity~~30, ~~capital. There~~2015, ~~can~~consisting beof ~~no assurance that~~ the ~~Company~~principal ~~will~~amount bedue ~~able~~of to$30,000 ~~raise~~and ~~the~~accrued ~~necessary funds when needed to finance its ongoing working capital requirements~~interest.

~~While~~Historically, weour ~~used~~principal asources ~~substantial amount~~ of cash ~~since~~have ~~June~~included 30revenue from operating activities, ~~2015~~proceeds from the issuance of common and preferred stock, ~~management~~and ~~believes~~proceeds from the ~~investments~~issuance ~~made~~of toshort-term ~~develop~~debt. During ~~new~~the ~~product~~quarter ~~offerings~~ended ~~internationally~~March 31, ~~additions~~2016, tothe ~~its~~Company ~~executive~~received ~~management~~$100,000 ~~and~~pursuant ~~sales~~to ~~team~~the toterms ~~capitalize~~of ona ~~future~~Bridge ~~growth~~Loan ~~opportunities~~Agreement ~~throughout~~with a related party (the U"Bridge Note").S. ~~South~~The ~~America,~~Bridge ~~China,~~Note ~~among~~is ~~others,~~due and ~~investments~~payable ~~made~~ in ~~infrastructure~~full, ~~will~~on ~~provide~~or before June 30, 2016 or no later than 30 days after the ~~foundation~~Company ~~for~~receives ~~near-term~~financing ~~revenue~~of ~~growth. Until~~at ~~such~~least ~~time~~US as$1.0 wemillion. In ~~are~~addition, ~~able~~the toCompany ~~generate~~received ~~positive~~$200,000 ~~cash~~in ~~flow~~loan proceeds from ~~operations,~~a ~~management~~third ~~will~~party ~~continue~~investor pursuant to ~~focus~~the onterms ~~reducing~~of ~~discretionary~~a ~~costs~~Convertible ~~and~~Promissory ~~expenses~~Note in the principal amount of $500,000 ~~matching~~(“Convertible ~~staffing~~Note”). ~~levels~~The Company signed a second Convertible Note with ~~existing~~a ~~and~~related ~~forecasted~~party ~~sales~~investor ~~levels~~in the amount of $500,000, ~~and~~with the same terms and ~~directing~~conditions ~~existing~~as ~~cash~~the ~~resources~~Convertible toNote. No ~~activities~~funds ~~intended~~have tobeen ~~increase~~received ~~revenue~~currently from this Convertible Note.

21The proceeds from the Bridge Note and the Convertible Note, together with cash advances from third parties subsequent to March 31, 2016, are anticipated to only be sufficient to provide for our working capital needs for at least the next three months; however, management believes that the Company’s current cash and cash equivalents will not be sufficient to meet working capital and capital expenditure requirements beyond such period. As a result, the ability of the Company to continue as a going concern is dependent on generating future profitable operations and raising additional capital needed until the Company generates profits. Management is therefore seeking to raise additional debt and/or equity capital. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing working capital requirements, or to repay the proceeds advanced under the Convertible Note or by third parties when such amounts become due.

~~Critical~~Our ~~Accounting~~principal ~~Policies~~uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. We expect that our principal uses of cash in the future will be for product development, further development of intellectual property, as well as general working capital and capital expenditure requirements.

~~The~~While ~~discussion~~we ~~and~~used ~~analysis~~a substantial amount of ~~the~~cash ~~Company’s~~since ~~financial~~June ~~condition~~30, ~~and~~2015, ~~results~~management ofbelieves ~~operations~~the ~~are~~investments ~~based~~made ~~upon~~to ~~the~~develop ~~Company’s~~new ~~consolidated~~product ~~financial~~offerings ~~statements~~internationally, ~~which~~additions ~~have~~to ~~been~~its ~~prepared~~executive inmanagement ~~accordance~~and ~~with~~sales ~~accounting~~team ~~principles~~to ~~generally~~capitalize ~~accepted~~on infuture ~~the~~growth ~~United~~opportunities ~~States~~throughout ofthe ~~America~~U.S. ~~The~~South ~~preparation~~America, ofChina, ~~these~~among ~~financial~~others, ~~statements~~and ~~requires~~investments made in infrastructure, will provide the ~~Company~~foundation tofor ~~make~~future ~~estimates~~revenue ~~and~~growth. Until ~~judgments~~such ~~that~~time ~~affect~~as ~~the~~we ~~reported~~are ~~amount~~able ofto ~~assets~~generate ~~and~~positive ~~liabilities,~~cash ~~revenues~~flow ~~and~~from ~~expenses~~operations, ~~and~~management ~~related~~will ~~disclosure~~continue to focus on ~~contingent~~reducing ~~assets~~discretionary costs and ~~liabilities~~expenses, atmatching ~~the~~staffing ~~date~~levels ofwith ~~the~~existing ~~financial~~and ~~statements.~~forecasted ~~Actual~~sales ~~results~~levels, ~~may~~and ~~differ~~and ~~from~~directing ~~these~~existing ~~estimates~~cash ~~under~~resources ~~different~~to ~~assumptions~~activities ~~and~~intended ~~conditions~~to increase revenue.

Critical ~~accounting~~Accounting policies are defined as those that are reflective of significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are summarized in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2015. In the first three months of fiscal 2016, there were no changes to the significant accounting policies.Policies

~~Off~~The ~~Balance~~discussion ~~Sheet~~and ~~Arrangements~~analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure on contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions and conditions.

~~There~~Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are summarized in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2015. In the first three months of fiscal 2016, there were no ~~off~~changes ~~balance~~to ~~sheet~~the ~~arrangements~~significant accounting policies.

~~ITEM 3.~~-22-

~~QUANTITATIVE~~Table ~~AND~~of ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Contents

~~Not~~Off ~~applicable.~~Balance Sheet Arrangements

~~ITEM~~There 4are no off balance sheet arrangements.

~~CONTROLS~~ITEM 3. QUANTITATIVE AND ~~PROCEDURES~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Evaluation~~Not ~~of Disclosure Controls~~applicable.

~~The~~ITEM Company has established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and, as such, is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure4. CONTROLS ~~Management,~~AND together with our principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of December 31, 2015. Based on their evaluation, the principal executive officer and principal financial officer concluded that, due to material weaknesses in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2015. PROCEDURES

~~Material~~Evaluation ~~Weaknesses~~of Disclosure Controls

AsThe ~~previously~~Company ~~reported~~has inestablished ~~our~~disclosure ~~Annual~~controls ~~Report~~and onprocedures ~~Form~~that ~~10-K~~are ~~for~~designed ~~the~~to ~~year~~ensure ~~ended~~that ~~June~~information ~~30,~~required ~~2015,~~to webe ~~identified~~disclosed ~~the~~in ~~following~~reports ~~material~~filed ~~weaknesses~~or insubmitted ~~our~~under ~~internal~~the ~~control~~Securities ~~over~~Exchange ~~financial~~Act ~~reporting:~~of 1934, as amended (1)the ~~lack~~“Exchange ofAct”), ~~sufficient~~is ~~resources~~recorded, toprocessed, ~~ensure~~summarized ~~compliance~~and ~~with~~reported ~~U.S.~~within ~~generally~~the ~~accepted~~time ~~accounting~~periods ~~principles~~specified ~~and~~in the rules and ~~regulations~~forms of the SEC and, ~~especially~~as ~~with~~such, ~~regards~~is accumulated and communicated to ~~equity-based~~the ~~transactions~~Company’s ~~and~~management, ~~tax~~including ~~accounting~~our ~~expertise;~~principal executive officer and ~~(2)~~principal ~~lack~~financial ofofficer, ~~sufficient~~as ~~resources~~appropriate to ~~ensure~~allow ~~that~~timely ~~information~~decisions regarding required todisclosure. beManagement, ~~disclosed~~together bywith ~~the~~our ~~Company~~principal inexecutive officer and principal financial officer, evaluated the ~~reports~~effectiveness ~~that~~of the Company’s ~~files~~disclosure orcontrols ~~submits~~and toprocedures, ~~the~~as ~~SEC~~defined ~~are~~in ~~recorded~~Rule 13a-15(e) of the Exchange Act, ~~processed~~as of March 31, ~~summarized~~2016. Based on their evaluation, the principal executive officer and ~~reported,~~principal ~~within~~financial ~~the~~officer ~~time~~concluded ~~periods~~that, ~~specified~~due to material weaknesses in ~~the~~our ~~SEC’s~~internal ~~rules~~control ~~and~~over ~~forms.~~financial ~~The~~reporting ~~control~~as ~~deficiencies~~described ~~noted~~below, ~~did~~our ~~not~~disclosure ~~result~~controls inand ~~any~~procedures ~~audit~~were ~~adjustments~~not toeffective ~~the~~as ~~Company’s~~of ~~2015~~March ~~financial~~31, ~~statements~~2016.

~~Management,~~Material together with our principal executive officer and principal financial officer, has identified the following additional material weaknesses in our internal control over financial reporting, in addition to those described above: (1) lack of segregation of duties; and (2) inadequate security over information technology. Weaknesses

InAs ~~light~~previously ofreported ~~these~~in our Annual Report on Form 10-K for the year ended June 30, 2015, we identified the following material weaknesses in our internal control over financial reporting,: we(1) ~~completed~~lack ~~substantive~~of ~~procedures,~~sufficient ~~including~~resources ~~the~~to ~~inspection~~ensure ofcompliance ~~support~~with ~~for~~U.S. ~~transactions~~generally accepted accounting principles and ~~balances~~the rules and ~~tests~~regulations of the ~~mechanical~~SEC, ~~accuracy~~especially ofwith ~~balances,~~regards ~~prior~~ to ~~filing~~equity-based ~~this~~transactions ~~Quarterly~~and ~~Report~~tax onaccounting ~~Form~~expertise; ~~10-Q. These~~and ~~additional~~(2) ~~procedures~~lack ~~have~~of ~~allowed~~sufficient ~~management~~resources to ~~conclude~~ensure that, ~~notwithstanding~~information ~~the~~required ~~material~~to ~~weaknesses~~be indisclosed ~~our~~by ~~internal~~the ~~control~~Company ~~over~~in ~~financial~~the ~~reporting,~~reports that the ~~consolidated~~Company ~~financial~~files ~~statements~~or ~~included~~submits into ~~this~~the ~~report~~SEC ~~fairly~~are ~~present~~recorded, inprocessed, ~~all~~summarized, ~~material~~and ~~respects~~reported, within the ~~Company’s~~time ~~financial~~periods ~~position,~~specified ~~results~~in ofthe ~~operations~~SEC’s rules and ~~cash~~forms. ~~flows~~The ~~for~~control ~~the~~deficiencies ~~periods~~noted ~~presented~~did innot ~~conformity~~result ~~with~~in ~~accounting~~any ~~principles~~audit ~~generally~~adjustments ~~accepted~~to in the ~~United~~Company’s ~~States~~2015 offinancial ~~America~~statements.

22Management, together with our principal executive officer and principal financial officer, has identified the following additional material weaknesses in our internal control over financial reporting, in addition to those described above: (1) lack of segregation of duties; and (2) inadequate security over information technology.

In ~~response~~light toof ~~the~~these material weaknesses in internal control over financial reporting, we ~~have~~completed ~~begun~~substantive toprocedures, ~~explore~~including ~~and~~the ~~develop~~inspection aof ~~remediation~~support ~~plan~~ for ~~implementing~~transactions ~~new~~and ~~internal~~balances ~~controls~~and ~~over~~tests ~~financial~~of ~~reporting~~the ~~and~~mechanical ~~disclosure~~accuracy ~~controls~~of ~~and~~balances, ~~procedures.~~prior ~~Once~~to ~~finalized~~filing ~~and~~this ~~placed~~Quarterly inReport ~~operation~~on ~~for~~Form a10-Q. These ~~sufficient~~additional ~~period~~procedures ofhave ~~time~~allowed management to conclude that, wenotwithstanding ~~will~~the ~~subject~~material ~~these~~weaknesses ~~controls~~in ~~and~~our ~~procedures~~internal tocontrol ~~appropriate~~over ~~tests~~financial inreporting, ~~order~~the toconsolidated ~~determine~~financial ~~whether~~statements ~~they~~included ~~are~~in ~~operating~~this ~~effectively.~~report ~~Management~~fairly present, ~~with~~in ~~oversight~~all ~~from~~material respects, the ~~Board~~Company’s offinancial ~~Directors~~position, isresults ~~committed~~of tooperations and cash flows for the ~~remediation~~periods ofpresented ~~known~~in ~~material~~conformity ~~weaknesses~~with asaccounting ~~expeditiously~~principles asgenerally ~~possible~~accepted in the United States of America.

~~Changes~~In inresponse ~~Internal~~to ~~Control~~the material weaknesses, we have begun to explore and develop a remediation plan for implementing new internal controls over ~~Financial~~financial ~~Reporting~~reporting and disclosure controls and procedures. Once finalized and placed in operation for a sufficient period of time, we will subject these controls and procedures to appropriate tests in order to determine whether they are operating effectively. Management, with oversight from the Board of Directors, is committed to the remediation of known material weaknesses as expeditiously as possible.

~~With~~Changes ~~the~~in ~~oversight~~Internal ofControl management and our Board of Directors, we have continued to evaluate the underlying causes of the material weaknesses. Other than with respect to the development of an ongoing plan for remediation of the material weaknesses, there has been no change to our internal control over ~~financial~~Financial ~~reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~Reporting

23With the oversight of management and our Board of Directors, we have continued to evaluate the underlying causes of the material weaknesses. Other than with respect to the development of an ongoing plan for remediation of the material weaknesses, there has been no change to our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~PART II. OTHER INFORMATION~~-23-

~~ITEM~~Table 1.of Contents

~~LEGAL~~PART ~~PROCEEDINGS~~II. OTHER INFORMATION

~~None~~ITEM 1. LEGAL PROCEEDINGS

~~ITEM 1A~~None.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2015, which could materially affect our business, financial condition and future results. Except as set forth below, there have been no material changes to these risk factors as described in the Annual Report.

We In ~~have~~the ~~determined~~event that ~~our~~we ~~disclosure~~are ~~controls~~unable ~~and~~to ~~procedures~~repay ~~and~~ our ~~internal~~debt ~~control~~when ~~over~~due, ~~financial~~we ~~reporting~~may ~~are~~have ~~currently~~to ~~not~~seek ~~effective.~~additional ~~The~~financing, ~~lack~~and ofno ~~effective~~assurances ~~internal~~can ~~controls~~be ~~could~~given ~~materially~~that ~~adversely~~such ~~affect~~financing ~~our~~would ~~financial~~be ~~condition~~available ~~and~~on ~~ability~~a totimely ~~carry~~basis, ~~out~~on ~~our~~terms ~~business~~that ~~plan~~are acceptable or at all.

~~For~~The ~~the~~Company ~~six~~currently ~~months~~has ~~ended~~issued ~~December 31, 2015, our management team, under the supervision~~ and ~~with~~outstanding ~~the~~short-term ~~participation~~notes ~~of our principal executive officer~~ and ~~principal~~other ~~financial~~liabilities ~~officer~~totaling $1,407,410 ~~conducted~~at anMarch ~~evaluation of the effectiveness of the design and operation of our internal controls and determined that our internal control over financial reporting was not effective. At December~~ 31, ~~2015~~2016, ~~we concluded that our disclosure controls and procedures were not effective at a reasonable assurance level because~~ of ~~the~~which ~~material~~$100,000 ~~weaknesses~~is inrepresented ~~our~~by ~~internal~~short-term ~~control~~notes ~~over financial reporting that continue to exist~~payable. Failure ~~Until we have been able~~ to ~~complete~~meet ~~and test~~ the ~~effectiveness~~repayment ofor ~~the~~other ~~remediation~~obligations of our ~~internal~~existing ~~controls~~debt ~~and~~upon ~~ensure~~demand ~~the~~by ~~effectiveness~~any of our ~~disclosure~~creditors ~~controls~~on ~~and~~or ~~procedures,~~before ~~any~~its ~~material~~due ~~weaknesses~~date ~~may~~could ~~materially~~have ~~adversely~~a ~~affect~~material ~~our~~adverse ~~ability~~affect ~~to report accurately~~ our ~~financial~~business, ~~condition and~~ results of operations ~~in the future in a timely~~ and ~~reliable~~financial ~~manner.~~condition ~~In addition, although we continually review~~ and ~~evaluate~~threaten ~~internal control systems to allow management to report on the sufficiency of~~ our ~~internal controls, we cannot assure you that we will not discover additional weaknesses in our internal control over~~ financial ~~reporting~~viability. Any such additional weakness or failure to remediate the existing weakness could materially adversely affect our financial condition or ability to comply with applicable financial reporting requirements and the requirements.

~~ITEM~~We 2have determined that our disclosure controls and procedures and our internal control over financial reporting are currently not effective. The lack of effective internal controls could materially adversely affect our financial condition and ability to carry out our business plan.

~~UNREGISTERED~~For ~~SALES~~the OFnine ~~EQUITY~~months ~~SECURITIES~~ended ~~AND~~March ~~USE~~31, OF2016, ~~PROCEEDS~~our management team, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our internal controls and determined that our internal control over financial reporting was not effective. At March 31, 2016, we concluded that our disclosure controls and procedures were not effective at a reasonable assurance level because of the material weaknesses in our internal control over financial reporting that continue to exist. Until we have been able to complete and test the effectiveness of the remediation of our internal controls and ensure the effectiveness of our disclosure controls and procedures, any material weaknesses may materially adversely affect our ability to report accurately our financial condition and results of operations in the future in a timely and reliable manner. In addition, although we continually review and evaluate internal control systems to allow management to report on the sufficiency of our internal controls, we cannot assure you that we will not discover additional weaknesses in our internal control over financial reporting. Any such additional weakness or failure to remediate the existing weakness could materially adversely affect our financial condition or ability to comply with applicable financial reporting requirements and the requirements.

~~The~~ITEM ~~Company~~2. UNREGISTERED ~~issued~~SALES noOF ~~shares~~EQUITY ofSECURITIES ~~its~~AND ~~common~~USE ~~stock~~OF ~~during the six months ended December 31, 2015 in unregistered transactions.~~ PROCEEDS

~~ITEM~~The 3Company issued no shares of its common stock during the nine months ended March 31, 2016 in unregistered transactions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

~~ITEM 4.~~-24-

~~MINE~~Table ~~SAFETY~~of ~~DISCLOSURES.~~Contents

~~Not~~ITEM ~~applicable~~4. MINE SAFETY DISCLOSURES.

~~ITEM~~Not 5applicable.

ITEM 5. OTHER INFORMATION.

(a) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the filing of the Company’s Annual Report on Form 10-K for the year ended June 30, 2015.

24ITEM 6. EXHIBITS

ITEM 6.


Exhibit No.		Description of Exhibit

4.1*		Form of Warrant issued in connection with the Convertible Promissory Note and Convertible Note between the Company and the holders thereof dated as of February 22, 2016
10.1*		Convertible Promissory Note between the Company and Xumei Li dated as of February 22, 2016
10.2*		Convertible Promissory Note between the Company and Duohui Tu dated as of February 22, 2016.
31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

~~EXHIBITS~~———————

Exhibit No.		Description of Exhibit
31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

~~———————~~-25-

*Table ~~Filed~~of ~~herewith.~~ Contents

25SIGNATURES

~~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.

Dated: June 16, 2016	By:	/s/ Julie Young
		Julie Young
		Chief Executive Officer
		(Principal Executive Officer)

Dated: June 16 , 2016	By:	/s/ Angelle Judice
		Angelle Judice
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

	Sibling Group Holdings, Inc.
Dated: February 22, 2016	By:	/s/ Julie Young
		Julie Young
		Chief Executive Officer
		(Principal Executive Officer)
Dated: February 22, 2016	By:	/s/ Angelle Judice
		Angelle Judice
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

-26-

Filing Compare · Sibling Group Holdings, Inc.