8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Event Requiring Report: December 30, 2010

SIBLING ENTERTAINMENT GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

TEXAS	000-28311	76-027334
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2180 Satellite Blvd, Suite 400

Duluth, GA 30096

(Address of principal executive offices)

(404) 551-5274

(Registrant’s telephone number, including area code)

333 Hudson Street, Suite 207, New York, NY 10013

 (Former Name or Former Address, If Changed Since Last Report)

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

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

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

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

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

Forward Looking Information

This report contains statements about future events and expectations that are characterized as “forward-looking statements.”  Forward-looking statements are based upon management’s beliefs, assumptions, and expectations.  Forward-looking statements involve risks and uncertainties that may cause our actual results, performance, and financial condition to be materially different from the expectations of future results, performance, and financial condition we express or imply in such forward-looking statements.  You are cautioned not to put undue reliance on forward-looking statements.  We disclaim any intent or obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 1.01 Entry into Material Agreement.

On December 30, 2010, Sibling Entertainment Group Holdings, Inc., (the “Company” “we” or “Sibling”), entered into a Securities Exchange Agreement with Newco4Education, LLC (“N4E”) and the members of the Newco4Education, LLC (the “N4E Members”).  Pursuant to the Securities Exchange Agreement, we have acquired N4E in exchange for 8,839,869 shares of our newly authorized series common stock.  The terms of the series common stock are more fully described in Item 5.03 below.  Our acquisition of N4E resulted in a change of control of SIBE as more fully described in Item 5.01 below and our entry into the education management business as more fully described in Item 2.01 below.

Additionally, on December 29, 2010, we entered into a Loan Assignment Agreement with Sibling Theatricals, Inc. and Debt Resolution, LLC a newly formed subsidiary of the Company.  Pursuant to the Loan Assignment Agreement we assigned to Debt Resolution, LLC all of our entertainment and theatricals assets.  As more fully described in Item 2.01, we have exited the entertainment and theatricals business.

Furthermore, on December 30, 2010, we entered into Conversion Agreements with all but one of the 44 holders of our 13% Series AA Secured Convertible Debentures.  Pursuant to the Conversion Agreements, all but one of the 44 holders of our debentures converted their debentures into a total of 1,018,947 shares of a newly authorized series common stock and all of the limited liability company membership interests of Debt Resolution, LLC.  The Conversion Agreements released all claims that 43 of the holders of our debentures had, have, or might have against us.  The terms of the series common stock are more fully described in Item 5.03 below.

Item 2.01 Completion of Acquisition or Disposition of Assets

Exit from Entertainment and Theatricals Business.

Despite sustained efforts from 2007 through 2010 to expand our entertainment and theatricals business, we were unable to secure the funding necessary to complete projects we had the opportunity to complete.  As a result, we have elected to change our strategic direction and focus on the business initiatives described below.  In preparation for our new business endeavors, we transferred all of our entertainment and theatricals assets to Debt Resolution, LLC, a new limited liability company organized for the benefit of the holders of our Series AA debentures.  As a result, we have completely exited from the entertainment and theatricals business and resolved substantially all of the liabilities related to the entertainment and theatricals business by converting substantially all of our Series AA Debentures into series common stock as described in Item 1.01 above.  The acquisition of N4E was supported by, and an integral component of our settlement with, the debenture holders.

Acquisition of EMO Business Plan

As described in Item 1.01 above, on December 30, 2010, N4E became a wholly owned subsidiary of the Company, as a result of our acquisition of N4E from the N4E Members.  Our board of directors approved the Securities Exchange Agreement and the transactions contemplated under the Securities Exchange Agreement.

N4E was formed June 10, 2010, to leverage the business opportunities created from the growing popularity of charter schools and to improve educational opportunities for students across the United States through the development of innovative curricula, computer based education tools, and tools for improvement teacher performance.  N4E owns a business plan and methodologies to acquire educational management organizations and to manage and operate charter schools.  We intend to use the N4E business plan and methodologies as one component of our business strategy to grow a large scale business that will manage and operate charter schools and develop and license curricula, computer based education services, and school operation and management tools throughout the United States.  We have hired N4E’s management team to lead our efforts in this new initiative.

Overview of Charter Schools

Charter schools are primary, or secondary, schools that are part of the public education system and provide an alternative to other public schools.  Charter schools have the potential to facilitate education reforms and develop new and creative teaching methods that can be replicated in traditional public schools for the benefit of all children.  Charter schools receive public money but operate with freedom from many of the local and state regulations that apply to traditional public schools.  Charter schools allow parents, community leaders, educational entrepreneurs, and others the flexibility to innovate and provide students with increased educational options within the public school system.  Charter schools are sponsored by local, state, or other organizations that monitor their quality while holding them accountable for academic results and responsible fiscal practices.  Charter schools may hire their own staff, develop their own curriculum, and set their own educational programs and methods of operation, subject to the terms of their charter and subject to the oversight of a local school board and another sponsor.  Charter schools are not allowed to charge tuition and are funded like other public schools, usually on a per student basis, at levels that are generally comparable but may be less that other public schools in the same district.  Based on industry estimates, there are approximately, 5,400 charter schools in the United States serving over 1,700,000 students.

Charter Schools and EMOs

The charter for a charter school is generally awarded to a “not-for-profit” (NFP) entity which receives public funding.  The NFP may contract with a “for profit” education management organization (EMO) to operate the charter school.  The EMO generally charges fees of approximately 15% of gross pupil funding as allocated from the Board of Education or other public agency involved, of which 5% is the management fee for school operations, and 10% is attributable to curriculum, systems, and testing provided by the EMO.  In Georgia, for instance, the current allocation per student is $8,900, thus a 500 student school would have an annual budget of $4.45 million, of which approximately 15%, or $667,500 would be allocated to the EMO for management and curriculum.

Plan of Operation

We believe there is a significant opportunity to acquire existing educational management organizations (“EMOs”) and assume the operational and management responsibilities for existing charter schools.  We intend to utilize our access to capital markets to achieve capital efficiencies compared to our privately held competitors and to facilitate our acquisition of existing EMO operations.  Finally, we intend to develop curricula, computer based education services, and school operation and management tools that we will use and license to other EMOs, schools, and school systems.

Our ability to execute our business plan is dependent, among other things, on our ability to obtain capital, acquire other EMOs on terms that are favorable to us, hire and retain high quality, motivated teachers, administrators, and other staff, and cost effectively operate schools that are successful in meeting the requirements of their charters.

Competition

This is a highly fractured industry, and management believes it is ripe for consolidation. We have a limited number of direct competitors that have focused primarily or exclusively on operating charter schools. In the 2009/2010 school year there were over 5,100 charter schools in the US, most of which are single schools, or in a small group of schools.  The information in the table below was derived fromwww.nupolis.com and lists school operators with 8 or more schools under management.  We believe that some or all of these charter school operators may compete with us.

Industry Profile **

Organization (EMO)	# of Schools
KIPP Schools	99
Imagine Schools	72
Edison Learning	64
National Heritage Academies	61
Big Picture Learning	60
Mosaica Education	40
Opportunities for Learning	34
Aspire Public Schools	30
Harmony Schools	25
Charter Schools U.S.A.	19
Academy Urban School L'dership	18
Green Dot Public Schools	18
Uncommon Schools	18
Constellation Schools	18
Achievement First	17
Alliance - College Ready Schools	16
Inner City Education Foundation	15
American Quality Schools	15
Lighthouse Academies	13
White Hat Management	12
Sequoia Schools	12
High Tech High	10
Noble Network of Charter Schools	10
Partnerships Uplift Communities	10
Algiers Charter Schools	9
Friendship Public Charter	9
Edvantages Academies	8
Great Hearts Academies	8
IDEA Public Schools	8
Student Alternatives Program, Inc.	8

We believe there are 756 schools that are operated by companies with 8 or more schools under management.  We believe this data demonstrates the highly fractured nature of the industry, opening the door for consolidation via acquisition.

** Based on the information from www.nupolis.com, nuPOLIS is the Internet presence of the Innovation Network for Communities, a national non-profit helping to develop and spread scalable innovations that transform the performance of community systems such as education, energy, land use, transportation and workforce development.  Innovation Network for Communitieshas been supported with funding from the W.K. Kellogg Foundation.

Government Regulation

Federal and State Education Programs

The charter schools we seek to manage will receive funds from federal and state programs to be used for specific educational purposes. If, on behalf of those schools, we fail to comply with the requirements of the various programs, we could be required to repay the funds and those schools could be determined ineligible for receipt of future federal funds.  We intend to develop and implement policies and procedures that are intended to comply with the regulations and requirements of these programs.  For example, Title I of the Elementary and Secondary Education Act of 1965 supports educationally disadvantaged children in areas of high poverty, Title II, Part A, provides funding for the professional development of teachers, Title II, Part D, provides funding for technology programs, Title VII, provides funding for bilingual education programs, Title V, provides funding for innovative education programs, and the Public Charter School Program, provides start-up funding for charter schools.  Although we contemplate that we will receive federal and state funds indirectly through local school boards and charter boards, our receipt of these funds will likely subject us to extensive governmental regulation and scrutiny.  We could lose all or part of the funds we intend to receive if we fail to comply with applicable statutes or regulations, if the federal or state authorities reduce the funding for the programs, or if the charter schools we intend to manage are determined to be ineligible to receive funds under such programs.  To the extent that the laws and regulations governing federal and state programs change or are interpreted in a manner that would prevent charter schools from using federal funds to pay for the services we intend to provide, the loss of all or part of these funds would hurt our business.

No Child Left Behind Act.  (“NCLB”)

This act is the 2001 reauthorization of the Elementary and Secondary Education Act of 1965. It contains numerous requirements pertaining to the receipt of a range of federal funds, including Title I. Two significant requirements of NCLB are standards pertaining to teacher qualifications and the requirement that schools make adequate yearly progress ("AYP") toward state standards for students.  The AYP requirements must be met not only by the aggregate school population, but also by ethnic/racial subgroups, students with disabilities, and English language learners.  Schools that fail to make AYP toward meeting state standards may lose some of their student enrollment due to school choice provisions, may be required to allocate a portion of their Title I funding toward the provision of supplemental services to some students, and may be subject to state takeover or other forms of district or state intervention.  Failure to meet teacher qualification and related standards may result in the loss of NCLB funds at the school or district that failed to meet the Act's requirements.

Individuals with Disabilities in Education Act

This act requires that students with qualified disabilities receive an appropriate education through special education and related services provided in a manner reasonably calculated to enable the child to receive educational benefit in the least restrictive environment. Our responsibility to provide the potentially extensive services required by this act varies depending on state law, type of school, and the terms of management agreements that we intend to enter into with charter schools.  We would be generally responsible for ensuring the requirements of this act are met in the charter schools we intend to manage, unless state law assigns that responsibility to another entity.  If we were to be found in violation of this act in one of the charter schools we intend to manage, we may incur costs relating to the provision of compensatory education services, and may be liable for reasonable attorney fees incurred by the families of individual students with disabilities.

Family Educational Rights and Privacy Act

The charter schools we intend to manage may be subject to the federal Family Educational Rights and Privacy Act, which protects the privacy of a student's educational record, and generally prohibits a school from disclosing a student's records to a third party without the prior consent of his or her parents. The law also gives parents certain rights with respect to their minor children's education records. The failure of the charter schools we intend to manage to comply with this law may result in termination of their eligibility to receive federal education funds.

Gun-Free Schools Act

The Gun-Free Schools Act, which became effective in 1994, requires the charter schools we intend to manage to effect certain policies, assurances and reports regarding the discipline of students who bring weapons to our schools.  If those schools violate any of these requirements, they may be deemed ineligible to receive certain Federal education funds.

Federal Civil Rights Laws

The charter schools we intend to manage must comply with federal civil rights laws or those schools could be determined ineligible to receive funds from federal programs or face criminal or civil penalties. These laws include the following:

Title VI of the Civil Rights Act of 1964.  Title VI prohibits recipients of federal financial assistance from discriminating on the basis of race, color, or national origin.

Title IX of the Education Amendments of 1972.  Title IX prohibits discrimination on the basis of gender by recipients of federal financial assistance.

Section 504 of the Rehabilitation Act of 1973.  Section 504 prohibits discrimination on the basis of disability by recipients of federal financial assistance.

Americans with Disabilities Act of 1990.  This act prohibits discrimination in employment against a qualified individual with a disability and requires that buildings, facilities, and vehicles associated with public services be accessible to individuals with disabilities.

Age Discrimination Act of 1975.  This act prohibits recipients of federal financial assistance from discriminating on the basis of age.

Age Discrimination in Employment Act of 1967.  This act prohibits discrimination on the basis of age in employment.

Equal Pay Act of 1963.  This act prohibits discrimination on the basis of gender in the payment of wages.

Title VII of the Civil Rights Act of 1964.  Title VII prohibits discrimination on the basis of gender in employment.

Drug-Free Workplace Act of 1988.  The Drug-Free Workplace Act requires a recipient of federal funds to certify that it provides a drug-free workplace. If we were to violate the certification and reporting requirements of this act, then we could be determined ineligible to receive federal funds.

State Regulations

We are also subject to state statutory and regulatory requirements in the states in which we operate. All states have standards for the operation of schools concerning, for example, the length of the school year, curriculum, hours of the school day, physical education and other areas. We could be in violation of the management agreements we intend to enter into with charter boards or school districts if we were to fail to comply with these standards.

Legal Proceeding

To the best of our knowledge, we are not a party to any material pending legal proceeding.

Properties

We currently rent office space in Atlanta, GA on a month to month basis, we expect the rent to range from $1,000 to $2,500.00 per month and will increase as our needs and the size of organization grow.

Foundation for Innovation in Education, Inc

Foundation for Innovation in Education, Inc., is a Georgia non-profit corporation that was an N4E member and, as a result of our acquisition of N4E, holds approximately 37% of our series common stock.  Foundation for Innovation in Education has informed us that over time it intends to acquire other NFPs that hold the charters to charter schools, and may start charter schools itself, as well as develop certain programs aimed at improving the learning ability of certain segments of the student population.  Foundation for Innovation in Education may, but has no obligation or arrangement with us to, hire us to be the EMO for charter schools that it starts and acquires.  Foundation for Innovation in Education intends to engage in research and other activities to advance the state education in America.

Risk Factors

We Are Entering A New Business; This Makes It Difficult To Evaluate Our Business

We have yet to enter into any agreement to acquire an EMO or manage a charter school.  We have not recorded any revenue from our new business initiatives.  Our management team has only recently begun to work together, and has no experience in operating educational management organizations and charter schools.  We have no operating history on which you can base your evaluation of our business and prospects.  Accordingly, the Company should be evaluated in light of the expenses, delays, uncertainties, and other difficulties frequently encountered by unseasoned business enterprises entering new markets with unproven products.  No assurance can be given that the Company will ever achieve profitable operations.  Our failure to address these expenses, delays, uncertainties, and other difficulties could cause our operating results to suffer and result in the loss of all or part of your investment.

We Have A History Of Losses And Expect Losses In The Future

The Company has incurred losses since inception.  We do not currently own, operate, or have agreements to acquire any school operations and therefore have no revenues.  As a result, we expect to incur substantial net losses for the foreseeable future.  Our ability to become profitable will depend upon our ability to generate and sustain revenue that is greater than our expenses.  In order to generate revenue, we will need to enter into management agreements with charter schools, acquire other EMOs, and successfully acquire or develop and license curricula, computer based education services, and school operation and management tools.  Our ability to generate revenue will be dependent, in part, on our ability to obtain financing sufficient to execute our business plan.  Even if we do achieve profitability, we may not sustain or increase profitability on a quarterly or annual basis.  Failure to become and remain profitable may adversely affect the market price of our common stock, our ability to raise capital, and our ability to continue operations.

The Private, For-Profit Management Of Charter Schools Is A Relatively New And Uncertain Industry, And It May Not Become Publicly Accepted

Our future is highly dependent upon the development, acceptance, and expansion of the market for private, for-profit management of charter schools. This market has only recently developed. The development of this market has been accompanied by significant press coverage and public debate concerning for-profit management of charter schools.  If this business model fails to gain acceptance among the general public, educators, politicians and school boards, we may be unable to grow our business and the market price of our common stock would be adversely affected.

The Success Of Our Business Depends On Our Ability To Improve The Academic Achievement Of The Students Enrolled In Our Schools, And We May Face Difficulties In Doing So In The Future

We believe that the success of our business will be dependent, among other things, upon our ability to demonstrate general improvements in academic performance at the charter schools we intend to manage and operate.  We anticipate that the management agreements with charter schools will contain performance requirements related to test scores and other measures of student achievement.  If average student performance at our schools increases, whether due to improvements in achievement over time by individual students in our schools or changes in the average performance levels of new students entering our schools, aggregate absolute improvements in student performance will be more difficult to achieve.  If academic performance at our schools declines, or simply fails to improve, we could lose business and our reputation could be seriously damaged, which would impair our ability to gain new business or renew existing school management agreements.

We Could Incur Losses At Our Schools If We Are Unable To Enroll Enough Students

We expect that the amount of revenue we will receive for operating a charter school will be dependent on the number of students enrolled, while the majority of the facility, operating, and on-site administrative costs will be fixed.  Therefore, achieving site-specific enrollment objectives will be an important factor in our ability to achieve satisfactory financial performance at any particular school.  We may be unable to expand or maintain enrollment in the charter schools we manage.  To the extent we are unable to meet enrollment objectives at a school, the school will be less financially successful and our financial performance will be adversely affected.

We Desire Rapid Growth, Which May Strain Our Resources And May Not Be Sustainable

We desire to grow rapidly.  Rapid growth may strain our managerial, operational, and other resources.  If we are to manage our rapid growth successfully, we will need to hire and retain management personnel and other employees. We must also develop and improve our operational systems, procedures, and controls on a timely basis.  If we fail to successfully manage our growth, we could experience client dissatisfaction, cost inefficiencies and lost growth opportunities, which could harm our operating results. We cannot guarantee that we will continue to grow at our historical rate.

We May Not Be Able To Attract And Retain Highly Skilled Principals And Teachers In The Numbers Required To Grow Our Business

Once we have acquired EMOs with management agreements with charter schools or entered into management agreements with charter schools, our success is likely to depend to a high degree upon our ability to attract and retain highly skilled school principals and teachers.  We may need to hire new principals and new teachers to meet address turnover at the charter schools we manage.  Currently, there is a well-publicized nationwide shortage of teachers and other educators in the United States. In addition, we may find it difficult to attract and retain principals and teachers for a variety of reasons, including the following:

· charter schools generally require our teachers to work a longer day and a longer year than most public schools;

· charter schools tend to have a larger proportion of our schools in challenging locations, such as low-income urban areas, which may make attracting principals and teachers more difficult; and

· charter schools generally impose more accountability on principals and teachers than do public schools as a whole.

These factors may increase the challenge we face in an already difficult market for attracting principals and teachers.  Other EMO’s have experienced higher levels of turnover among teachers than is generally found in public schools nationally, which we attribute in part to these factors.  If we fail to attract and retain principals and teachers in sufficient numbers or of a sufficient quality, we could experience client dissatisfaction and lost growth opportunities, which would adversely affect our business.

Our Business Could Suffer If We Lose The Services Of Key Executives

Our future success depends upon the continued services of a number of our key executive personnel, particularly our Chairman of the Board of Directors, our Chief Executive Officer, or Chief Financial Officer. These executives will be instrumental in determining our strategic direction and focus and in publicly promoting the concept of private management of public schools. If we lose the services of either or any of our other executive officers or key employees, our ability to grow our business would be seriously compromised and the market price of our common stock may be adversely affected.  We do not maintain any key man insurance on any of our executives.

Our Management Agreements Will Be Terminable Under Specified Circumstances And Generally Expire After A Term Of Five Years

We expect that our school management agreements will generally have a term of five years. When we expand by adding an additional school under an existing management agreement, the term with respect to that school generally expires at the end of the initial five-year period. We have no experience in negotiating school management agreements, and we cannot be assured that any school management agreements will be negotiated or renewed. In addition, school management agreements may be terminable by the school district or charter board at will, with or without good reason, and our school management agreements may be terminated for cause, including a failure to meet specified educational standards, such as academic performance based on standardized test scores.  In addition, as a result of changes within a school district, such as changes in the political climate, we could from time to time face pressure to permit a school district or charter board to terminate our school management agreement even if they do not have a legal right to do so.  If we fail to renew a significant number of school management agreements at the end of their term, or if school management agreements are terminated prior to their expiration, our reputation and financial results would be adversely affected.

Our Management Agreements Will Involve Financial Risk

Our school management agreements will provide that we will operate a school in return for per- pupil funding that generally does not vary with our actual costs.  To the extent our actual costs under a school management agreement exceed our budgeted costs, or our actual revenue is less than planned because we are unable to enroll as many students as we anticipated or for any other reason, we would lose money at that school.  We expect that our school management agreements will require us to continue operating a school for the duration of the school management agreement even if it becomes unprofitable to do so.

We May Need To Advance Or Loan Money To Charter Schools Or Their Related Charter Holding Equity That May Not Be Repaid

We may have to loan charter boards funds to finance the purchase or renovation of school facilities we manage or for other reasons.  Loans to charter schools may be accelerated upon termination of the corresponding management agreement with the charter school.  If these advances or loans are not repaid when due, our financial results could be adversely affected.

We Could Become Liable For Financial Obligations Of Charter Boards

We could have facility financing obligations for charter schools we no longer operate, because the terms of our facility financing obligations for some charter schools might exceed the term of the management agreement for those schools. While the charter board is generally responsible for locating and financing its own school building, the holders of school charters, which are often non-profit organizations, typically do not have the resources required to obtain the financing necessary to secure and maintain the school building. For this reason, if we want to obtain a management agreement with a particular charter board, we may help the charter board arrange for the necessary financing.  For some of the charter schools we expect to manage, we may enter into a long-term lease for the school facility which may exceed the initial term of the management agreement. If our management agreements were to be terminated, or not renewed in these charter schools, our obligations to make lease payments would continue, which could adversely affect our financial results for the school building, typically in the form of loan guarantees or cash advances. Although the term of these arrangements may be coterminous with the term of the corresponding management agreement, our guarantee may not expire until the loan is repaid in full. The lenders under these facilities may not be committed to release us from our obligations unless replacement credit support is provided. The default by any charter school under a credit facility that we have guaranteed could result in a claim against us for the full amount of the borrowings. Furthermore, in the event any charter board becomes insolvent or has its charter revoked, our loans and advances to the charter board may not be recoverable, which could adversely affect our financial results.

We Expect Our Market To Become More Competitive

We expect the market for providing private, for-profit management of charter schools will become increasingly competitive. A variety of companies and entities could enter the market, including colleges and universities, other private companies that operate higher education or professional education schools, and others.  Our existing competitors and these new market entrants could have financial, marketing and other resources significantly greater than ours. We will also compete for charter school funding with existing public schoolsthat may pursue alternative reform initiatives, such as magnet schools and inter- district choice programs. In addition, in jurisdictions where voucher programs have been authorized, we will compete with existing private schools for public tuition funds. Voucher programs provide for the issuance by local or other governmental bodies of tuition vouchers to parents worth a certain amount of money that they can redeem at any approved school of their choice, including private schools. If we are unable to compete successfully against any of these existing or potential competitors, our revenues could be reduced, resulting in increased losses.

Failure To Raise Necessary Additional Capital Could Restrict Our Growth And Hinder Our Ability To Compete

We are not certain when we will have positive cash flow, if at all.  We expect that we will regularly need to raise funds in order to operate our business and may need to raise additional funds in the future. We cannot be certain that we will be able to obtain additional financing on favorable terms, if at all. If we issue additional equity securities, stockholders may experience dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock. If we cannot raise funds on acceptable terms, if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements, which could seriously harm our business.

We Expect To Derive A Substantial Portion Of Our Revenues From Public School Funding, Which Is Dependent On Support From Federal, State, And Local Governments. Changes Or Reductions In Funding For Public School Systems Could Reduce Our Revenues And Cash Flows And Negatively Impact Our Margins And Impede The Growth Of Our Business.

The availability of funding to purchase our products and services is subject to many factors that affect government spending. These factors include downturns in general economic conditions, like those which we are currently experiencing, that can reduce government tax revenues and may affect education funding, emergence of other priorities that can divert government funding from educational objectives, periodic changes in government leadership that can change spending priorities, and the government appropriations process, which is often slow and unpredictable. In many instances, customers rely on specific funding appropriations to purchase our products. Curtailments, delays, or reductions in this funding can delay or reduce revenues and cash flow we had otherwise forecasted to receive.

If We Are Unable To Adapt Our Products And Services To Technological Changes, To The Emergence Of New Computing Devices And To More Sophisticated Online Services, We May Lose Market Share And Service Revenue, And Our Business Could Suffer.

We need to anticipate, develop and introduce new products, services and applications on a timely and cost effective basis that keeps pace with technological developments and changing customer needs. We may encounter difficulties responding to these changes that could delay our introduction of products and services or require us to make larger than anticipated investments to maintain existing products. Software industries are characterized by rapid technological change and obsolescence, frequent product introductions, and evolving industry standards.  Accordingly, it is difficult to predict the problems we may encounter in developing versions of our products and services and we may need to devote significant resources to the creation, support and maintenance of our products and services. If we fail to develop or sell products and services cost effectively that respond to these or other technological developments and changing customer needs, we may be unable to successfully market our products and services and our revenue and business could materially suffer.

Misuse Or Misappropriation Of Our Proprietary Rights Or Inadvertent Infringement By Us On The Rights Of Others Could Adversely Affect Our Results Of Operations.

The intellectual property rights in the software we intend to develop will be essential to our business. We intend to rely on a combination of the laws of copyrights, trademarks, and trade secrets, as well as license agreements, employment and employment termination agreements, third-party non-disclosure agreements, and other methods to protect our proprietary rights. We intend to enforce our intellectual property rights when we become aware of any infringements or potential infringements and believe they warrant such action. If we were unsuccessful in our ability to protect these rights, our operating results could be adversely affected.

Third parties may assert infringement claims against us in the future. We may be required to modify our products, services or technologies or obtain a license to permit our continued use of those rights. We may not be able to do so in a timely manner or upon reasonable terms and conditions. Failure to do so could harm our business and operating results. In addition, we leverage certain third party generated products through license and/or royalty agreements and we have the risk that certain of these relationships will not continue or that the underlying products will not be properly supported or updated by the third parties.

If Our Security Measures Are Breached And Unauthorized Access Is Obtained To Our Web-Based Products, They May Be Perceived As Not Being Secure, Customers May Curtail Or Stop Using These Products And We May Incur Significant Legal And Financial Exposure And Liabilities.

We may develop web-based products that involve the storage of certain personal information with regard to the teachers and students using these products. If our security measures are breached and unauthorized access to this information occurs, our reputation will be damaged, our business may suffer, and we could incur significant liability.  Because the techniques used to attempt unauthorized access to such systems change frequently and generally are not recognized until attempted on a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the security of our system could be harmed and we could lose sales and customers.

Claims Relating To Content Available On Or Accessible From, Our Web Sites May Subject Us To Liabilities And Additional Expense.

If we develop web-based products that incorporate content not under our direct control including content from, and links to, third-party web sites, and content uploaded by our customers, we could be subject to claims relating to this content.  In addition to exposing us to potential liability, claims of this type could require us to change our web sites in a manner that could be less attractive to our customers and divert our financial and development resources.

We Rely On Government Funds For Specific Education Programs, And Our Business Could Suffer If We Fail To Comply With Rules Concerning The Receipt And Use Of The Funds

We expect to benefit from funds from federal and state programs to be used for specific educational purposes. Funding from the federal government under Title I of the Elementary and Secondary Education Act provides federal funds for children from low-income families. A number of factors relating to these government programs could lead to adverse effects on our business:

· These programs have strict requirements as to eligible students and allowable activities. If we or the charter schools that we intend to manage fail to comply with the regulations governing the programs, we or the charter schools that we intend to manage could be required to repay the funds or be determined ineligible to receive these funds, which would harm our business.

· If the income demographics of a district's population were to change over the life of a management agreement for a charter school, resulting in a decrease in Title I funding for the charter school, we would receive less revenue for operating the charter school and our financial results could suffer.

· Funding from federal and state education programs is allocated through formulas. If federal or state legislatures or, in some case, agencies were to change the formulas, we could receive less funding and the growth and financial performance of our business would suffer.

· Federal, state and local education programs are subject to annual appropriations of funds. Federal or state legislatures or local officials could drastically reduce the funding amount of appropriation for any program, which would hurt our business and our ability to grow.

· The authorization for the Elementary and Secondary Education Act, including Title I, has expired and this act is being funded by Congress on an interim appropriation basis. If Congress does not reauthorize or continue to provide interim appropriation for the Elementary and Secondary Education Act, we would receive less funding and our growth and financial results would suffer.

Most federal education funds are administered through state and local education agencies, which allot funds to charter boards. These state and local education agencies are subject to extensive government regulation concerning their eligibility for federal funds. If these agencies were declared ineligible to receive federal education funds, the receipt of federal education funds by the charter schools we intend to managecould be delayed, which could in turn delay our payment from the charter schools we intend to manage.  In addition, we could become ineligible to receive these funds if any of our high-ranking employees commit serious crimes.

We Could Be Subject To Extensive Government Regulation Because We Benefit From Federal Funds, And Our Failure To Comply With Government Regulations Could Result In The Reduction Or Loss Of Federal Education Funds

Because we expect to benefit from federal funds, we must also comply with a variety of federal laws and regulations not directly related to any federal education program, such as federal civil rights laws and laws relating to lobbying. Our failure to comply with these federal laws and regulations could result in the reduction or loss of federal education funds which would cause our business to suffer. In addition, our management agreements are potentially covered by federal procurement rules and regulations because our school district and charter board clients pay us, in part, with funds received from federal programs. Federal procurement rules and regulations generally require competitive bidding, awarding contracts based on lowest cost and similar requirements. If a court or federal agency determined that a management agreement was covered by federal procurement rules and regulations and was awarded without compliance with those rules and regulations, then the management agreement could be voided and we could be required to repay any federal funds we received under the management agreement, which would hurt our business.

We Expect To Receive All Of Our Revenue From Public Sources And Any Reduction In General Funding Levels For Education Could Hurt Our Business

We expect that all of our revenue will be derived from public sources. If general levels of funding for public education were to decline, the field of school districts in which we could profitably operate schools would likewise diminish, and our ability to grow by adding new schools would suffer. In addition, our management agreements generally provide that we bear the risk of lower levels of per-pupil funding, which would be directly reflected in lower revenue to us, even if our costs do not decline accordingly.

Restrictions On Government Funding Of For-Profit School Management Companies Could Hurt Our Business

Any restriction on the use of federal or state government educational funds by for-profit companies could hurt our business and our ability to grow. From time to time, a variety of proposals have been introduced in state legislatures to restrict or prohibit the management of public schools by private, for-profit entities like us. If states were to adopt legislation prohibiting for-profit entities from operating public schools, the market for our services could suffer.

The Operation Of Charter Schools Will Depend On The Maintenance Of The Underlying Charter Grants

The charter schools we intend to manage will operate under a charter that is typically granted by a state authority to a third-party charter holder, such as a community group or non-profit organization.  Our management agreement in turn will be with the charter holder, or the charter board.  If the state charter authority were to revoke the charter, which could occur based on actions of the charter board outside of our control; we would lose the right to operate that school.  In addition, many state charter school statutes require periodic reauthorization. If state charter school legislation were not reauthorized or were substantially altered in a meaningful number of states, our business and growth strategy would suffer and we could incur losses.

Our Stock Price Will Be Volatile And We Expect It To Continue To Be Volatile In The Future

The market price of our common stock has fluctuated over a wide range and we expect it to continue to do so in the future.  The market price of our common stock may be volatile in response to the risks discussed above, as well as other factors, some of which are beyond our control. These other factors include:

· Variations in our quarterly operating results;

· Changes in securities analysts' estimates of our financial performance; Changes in the public perception of our schools' academic performance; Termination or non-renewal of existing management agreements; Changes in market valuations of similar companies;

· Speculation in the press or investment community; Actions by institutional shareholders;

· Pending and potential litigation;

· Future sales of our common stock or other securities; and

· General stock market volatility.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of December 30, 2010, the number of shares of our common stock and series common stock beneficially owned by (a) each person or group who was known to us to be the beneficial owner of more than 5% of either of our outstanding common stock or outstanding series common stock, (b) each of our current directors, (c) our chief executive officer and chief financial officer; and (d) all our directors and executive  officers, as a group (6 persons).  Unless otherwise noted, the business address of each individual listed below is c/o Sibling Entertainment Group Holdings, Inc., 2180 Satellite Blvd, Suite 400, Duluth, GA 30096.  The beneficial ownership percentages reflected in the table below are based on 46,635,816shares of our common stock and 9,879,854 shares of our series common stock outstanding as of December 30, 2010.

Name and Address of Beneficial Owners	Amount and Nature of Beneficial Ownership (1)			Percentage of Total Shares of Outstanding Common Stock (1)
Greater than 5% stockholders:
Foundation For Innovation in Education, Inc.		3,263,869	(2)		31.38	%
Richard P. Smyth		1,037,800	(2)(5)		9.98	%
Directors and named executive officers:
Amy Savage-Austin		261,000	(2)		2.51	%
Stephen C. Carlson		476,500	(2)		4.58	%
Christian Fitzgerald		650,000	(3)		*	%
Oswald Anthony Gayle		200,000	(2)		1.92	%
Mitchell Maxwell		4,177	(2)(4)
		5,000,000	(3)		*	%
Gerald F. Sullivan		518,900	(2)		4.99	%
All directors and executive officers as a group (6 persons)		5,650,000	(3)
		1,460,577	(2)(4)		14.65	%

* Less than 1%.

(1) "Beneficial ownership" generally means any person who, directly or indirectly, has or shares voting or investment power with respect to a security or has the right to acquire such power within 60 days.  Shares of common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of December 30, 2010 are deemed outstanding for computing the ownership percentage of the person holding such options, but are not deemed outstanding for computing the ownership percentage of any other person.  Restricted stock is included in the beneficial ownership amounts even though it may not be transferred.

(2) Shares of series common stock.  Series common stock has the terms set forth in Item 5.03 below.  As of December 30, 2010, each share of series common stock is convertible into 89.68559095 shares of common stock and entitles and the holder thereof to 89.68559095 votes.

(3) Shares of common stock

(4) Includes 4,177 shares of series common stock registered in the name of Zachwell, Ltd. which is owned by Mitchell Maxwell.

(5) Includes 518,900 shares of series common stock registered in the name of Meshugeneh, LLC. Mr. Smyth is the sole member and manager of Meshugeneh, LLC.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Securities Exchange Agreement, on December 30, 2010, the N4E Members acquired 8,839,869 shares of Sibling series common stock. 

Additionally, pursuant to the Conversion Agreements, 43 holders of our 13% Series AA Secured Convertible Debentures converted their debentures into 1,018,947 shares of shares of Sibling series common stock.

Such securities were not registered under the Securities Act.  These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act.  This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 5.01 Changes in Control of Registrant

As a result of the issuance of securities described below, a change in control has occurred.

On December 30, 2010, pursuant to the Securities Exchange Agreement described in Item 1.01, the N4E members collectively hold 8,839,869 shares of our series common stock.  The shares of Series Common Stock issued to the N4E members represents in the aggregate, 85% of the voting power of SIBE and upon conversion of the series common stock into our common stock, the N4E members will hold 85% of the shares of common stock outstanding on the date of conversion.  The terms of the series common stock are described in Item 5.03.

Item 5.02 Election of Directors; Appointment of Principal Officers

On May 25, 2010 Mr. Jay Cardwell, the Company's CFO from 2007 until October 2010, and a member of the Board of Directors from 2007 until October 2010, tendered his resignation from the Board. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

On November 3, 2010, the Board appointed Christian Fitzgerald,56 to fill the vacancy created by the resignation of Mr. Cardwell.  Mr. Fitzgerald (56 years old) comes to SIBE after 25 years experience in finance and sales in the automotive industry. He has expertise in marketing, advertising and structuring of transactions. He graduated from Clemson University with a BS in Business Management.

On December 30, 2010, Mr. Richard Bersteinresigned from the Board of Directors, and Mr. Mitchell Maxwellresigned as Chairman and CEO. These resignations were not the result of any disagreement with us on any matter relating to our operations, policies or practices.

Mr. Maxwell remains a member of the Board of Directors, and will chair a special committee of the Board of Directors with the responsibility for completion of an effort to bring the company's SEC reporting requirements current, along with Mr. Christian Fitzgerald, 56.

On December 30, 2010, in conjunction with the acquisition of N4E, the Board of Directors of Sibling appointed following officers and directors, with a term of office that commenced December 31, 2010:

Name	Age	Positions and Offices
Gerald F. Sullivan	69	Director, Chairman of the Board of Directors
Stephen C. Carlson	65	Director, Chief Executive Officer, and chairman of the Compensation Committee
Amy Savage-Austin, PhD	41	Director and chairman of the Audit Committee
Oswald Gayle	51	Chief Financial Officer and Secretary

Each of our current directors was appointed to serve as a director by the then existing Board of Directors and serves a term that ends at the next annual meeting of stockholders and until a successor is elected and qualified, or until his or her earlier resignation or removal.  No family relationship exists among any of our directors or executive officers.  None of our directors would be considered to be independent.

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors for a term ending at the first meeting of our Board of Directors after the next annual meeting of stockholders, or until his earlier resignation.

The following are the names and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years, of each directors and executive officers of SIBE that were appointed in connection with the acquisition of N4E.

Amy Savage-Austin. Ms. Savage-Austin is Director Undergraduate Programs and Assistant Professor, Management at Shorter University, Atlanta, Georgia and is responsible for Bachelor of Science in Management and Bachelor of Science in Business Administration programs in the College of Adult and Professional Studies program.  Prior to joining Shorter University in 2010, Ms. Savage-Austin was Controller – Systems, Execution, and Support (SES) at MeadWestvaco Packaging Systems, Smyrna, Georgia from 2008 to 2009, where she developed financial metrics and detailed income statement analysis tools to provide insight into division profitability, drove significant improvement in inventory management, implemented controls to ensure that inventory transactions are recorded in a complete, accurate, and timely manner, and managed annual budget and long-term strategy processes.  Prior to joining MeadWestvaco Packaging Systems, Ms. Savage-Austin was Senior Financial Analyst, Reporting and Analysis at Cooper Wiring Devices – Peachtree City, Georgia from 2004 to 2008 where she prepared consolidated division financial statements in accordance with GAAP, including five Mexican, one Canadian, and one domestic reporting entity, reduced month-end closing process time from six to five days, developed performance reports, operations review packages, and supplemental reporting schedules to provide corporate, division, and plant management teams with timely sales (segment/price/mix), operations (material price/manufacturing spend/production absorption), working capital (receivables/ inventory/payables), and capital expenditure program analysis reports, managed annual budget and long-term strategy processes, and developed internal control and Sarbanes Oxley reporting solutions.  Ms. Savage-Austin earned a Bachelor of Science in Finance in 1991 from Hampton University, Hampton, Virginia, and an M.B.A. in 2002 from Philadelphia University, Philadelphia, Pennsylvania, and a Ph.D. in Organization and Management in August 2009 from Capella University, Minneapolis, Minnesota. Ms. Savage-Austin is the mother of a charter school student, not a voter of a charter school student.

Stephen C. Carlson.Mr. Carlson isSenior Fellow on the faculty of Piedmont College, a position held since 2005 and currently serves as Chair, Undergraduate Business Programs, Athens Campus, 595 Prince Ave., Athens, GA 30605.  Mr. Carlson teaches graduate and undergraduate courses in Marketing Research, Leadership, MBA Capstone, Research, and Economics.  Mr. Carlson is also Managing Director of Strategy Partners LLC, a position he has held since 2002.  At Strategy Partners, Mr. Carlson provided strategic management consulting to a variety of firms such as Gemmar Systems International, Montreal, Quebec, Canada, Sales Management Solutions, Dana Point, CA, Jonova, Seattle, Washington, and selected projects with Atlanta based venture groups.  Mr. Carlson’s work for these clients include company and industry analysis, strategy review and refinement, development of the marketing message, preparation of marketing collateral including printed materials, website content, presentation tools, and trade show representation, preparation of press releases and user story placements, and positioning with industry analysts.  Mr. Carlson earned a Bachelor of Arts in Political Science and Economics in 1969 from Jacksonville State University, Jacksonville, Alabama, a Master of Science in Urban Administration in 1976 from Georgia State University, Atlanta, Georgia, and a Doctor of Business Administration in Management and Marketing in 2005 from Nova Southeastern University, Ft. Lauderdale, Florida.

Oswald Gayle.Mr. Gayle is a Senior Executive Financial Consultant at Robert Half Management Resources, in Atlanta Georgia, a position he has held since 2006.  At Robert Half Management Resources, Mr. Gayle  specialized in the areas of Financial Management, SEC Reporting, GAAP, Sarbanes-Oxley and Systems Implementation and has consulted with L-3 Communications, Rock-Tenn Company, Inc., Huber Engineered Materials, Hillenbrand, Inc., DataPath, Inc. (now Rockwell Collins), Cingular Wireless (now AT&T), and Nortel Networks.  Prior to joining Robert Half Management Resources, Mr. Gayle was Corporate Controller and Treasurer at ProxyMed, Norcross, Georgia from 2004 to 2006, where he was responsible for the compilation and reporting of internal and external financial data for management and investor reporting including all SEC filings.  Mr. Gayle earned a Bachelor of Science in 1980 from the University of London and a Graduate Certificate of Taxation in 1987 from the Fordham Graduate School of Business, Fordham University in New York.  Mr. Gayle is a Certified Public Accountant and a Chartered Accountant, a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants, and a Fellow, Association of Chartered Certified Accountants (U.K.).

Gerald F. Sullivan.Mr. Sullivan is currently a professor at Keiser University, Ft. Lauderdale, Florida, a position he has held since August 2007.  Mr. Sullivan teaches graduate level courses in Corporate Finance, International Finance, Comparative Management, Human Resource Management, and Organizational Behavior.  Mr. Sullivan was a Senior Fellow – Business at Piedmont College,Demorest, GA from 2003 to 2007, teaching graduate and undergraduate courses in Corporate Finance, Financial Statement Analysis, Management of Financial Institutions/Intermediaries, Business Analysis and Valuation, and various other courses in finance, accounting, international business and management.    Mr. Sullivan’s executive management experience in public and privately held companies includes, but is not limited to, industries such as commercial banking, home health care, manufacturing, application software development and sales.  Mr. Sullivan earned a BBA in banking and finance in 1965, from the University of Georgia, an MBA in Finance in 1972 from Georgia State University, Atlanta, Georgia, and a Doctor of Business Administration in 2007 from Nova Southeastern University in Ft. Lauderdale, Florida.  In addition, Mr. Sullivan has completed an Advanced Management Program, at Harvard Business School, Cambridge, Massachusetts, and completed course work at Stonier Graduate School of Banking, Rutgers University, New Brunswick, New Jersey, and The School for International Banking, the University of Colorado, Boulder, Colorado.

We have entered into Stock Restriction Agreements with each of Ms. Savage-Austin, Mr. Gayle, and Mr. Carlson and Lock-Up Agreements with Mr. Maxwell and Mr. Meyers.

Additional Company Management

The following are the names, title, age, and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years, of the other non-executive members of our management team.

A. Dixon McLeod, Director of Quality and Compliance - Age 60. - Dr. McLeod is Site Director Center for Teacher Preparation at Shorter University in Atlanta, Georgia, where he provides leadership for the maintenance of excellence in the classroom and adjunct training.  Prior to joining Shorter University in 2008, Dr. McLeod was an Adjunct Professor at Argosy University from 2005 to 2007, where he taught doctorate level classes in program evaluation, curriculum design, curriculum leadership and instructional leadership and chaired and served on dissertation committees.  In 2006 and 2007, Dr. McLeod was a part-time assistant principal in the Gwinnett County Schools.  From 2004 to 2006, Dr. McLeod was an assistant professor at Kennesaw State University, where he taught graduate classes in ethics, facilities, curriculum leadership, and instructional leadership, supervised practicum students, and supervised portfolio development.  Dr. McLeod has worked 23 years as teacher and administrator in the Atlanta Public School System.  Dr. McLeod earned a BS in Biology in 1969 from Campbell University, Buies Creek, North Carolina, a M.Ed. in Administration/Management in 1975 from Duke University Durham, North Carolina, and an Ed.D., in 1976 from Duke University Durham, North Carolina.

Timothy G. Drake, Director of Technology Platforms - Age 60. - Dr. Drake is Managing Partner of Higher Learning Technologies Group, LLC, Chandler, AZ.Higher Learning Technologies Group provides technology and services to schools and organizations seeking to provide on-line education classes. Prior to founding Higher Learning Technologies Group in 2006, Dr. Drake was Director of Academic Affairs at University of Phoenix South Florida Campus, Plantation, Florida from 2003 to 2006 where he led and directed over 300 faculty members teaching 2,500-3,000 students in five different Learning Centers and a campus staff of more than 90 and was part of a management team with responsibilities for strategic planning, business development, marketing, program implementation, operations and organizational development.  Dr. Drake earned a BA in English with Honors in 1978 from the California State University, Hayward, California, a Master of Divinity in 1989, from North Park University, Chicago, Illinois, and a Ph.D. in Organizational Leadership in 2003, from Regent University School of Leadership Studies, Virginia Beach, Virginia.

Gerry L. Bedore Jr., Director of Technology Services - Age 54. - Dr. Bedore is a consultant with Higher Learning Technologies Group, LLC, Coolidge, Arizona, and focuses on the consulting, planning, development, and implementation associated with the start-up or improvement of online education and training programs.  Prior to co-founding Higher Learning Technologies Group in 2006, Dr. Bedore held senior management positions at Education Management Corporation, Pittsburgh, PA where as part of the executive team, his efforts contributed to the rapid growth of Education Management Corporation (EDMC) leading to EDMC being acquired by Goldman Sachs in 2006.  Dr. Bedore was responsible for the development of technology enhanced learning models, identification and development of technology platforms, and provided faculty and administrative training which supports the Art Institute Online, Argosy University Online, and South University Online.  Dr. Bedore served on accreditation teams working with The Accrediting Commission of Career Schools and Colleges of Technology, The Accrediting Council of Independent Colleges and Schools, Southern Association of Colleges and Schools, and served three terms as an interim Vice President of Academic Affairs for OHE.  Prior to joining Education Management Corporation, Dr. Bedore was a founder and President of Socrates Distance Learning Technologies Group from 1995 until it was acquired by Education Management Corporation in 1998.  Dr. Bedore is the Assistant Dean for Doctoral Programs and has held other faculty and administrative positions within Argosy University Online, Phoenix, Arizona, since 2008. Dr. Bedore earned a Bachelor of Arts in General Studies with an emphasis Multi-Resource Management in 1987 from Northern Arizona University, Flagstaff, Arizona, an MBA in 1977 from Baker College, Flint, Michigan, and a Ph.D. in Instructional Design for online Learning in 2005 from Capella University Minneapolis, Minnesota.

We have entered into Stock Restriction Agreements with each of Dr. McLeod, Dr. Drake, Dr. Bedore.

Family Relationships

There are no family relationships between any of our directors or executive officers and any other directors or executive officers. 

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.  None of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Item 5.03 Amendments to Articles of Incorporation

On December 30, 2010, the Board of Directors, pursuant to authority granted in the Company’s certificate of formation and Chapter 21 of the Texas Organizations Code, created a new series of common stock to effect the settlement with the holders of the debentures and the acquisition of N4E.  As a result, our 100,000,000 authorized shares of common stock are now divided into 2 series, 90,000,000 shares of equity common stock, of which 46,635,816 shares were issued and outstanding at December 30, 2010 and 10,000,000 shares of series common stock, of which 9,879,854were issued and outstanding at December 30, 2010.

Series common stock automatically converts into 95% of the outstanding common stock (giving effect to the conversion) upon the vote of holders of two-thirds of outstanding series common stock, voting as a separate series.  If the series common stock were converted into common stock December 30, 2010, each share of series common stock would convert into 89.68559095shares of common stock.  Equity common stock and series common stock vote together as a single class on all matters which our stockholders are entitled to vote.  In addition, holders of series common stock are entitled to a series vote to approve certain material transactions.  Each share of equity common stock is entitled to one vote and each share of series common stock is entitled to a number of votes equal to the number of shares of common stock into which one share of series common stock is convertible on the record date of the vote.  If the Board of Directors declares a dividend on equity common stock, an equivalent dividend (based on the number of shares of equity common stock into which a share series common stock is then convertible) must be paid in respect of series common stock.

Item 8.01  Press Releases

On October 29, 2010, we issued a press release providing an update regarding certain matters relating to our directors and our 13% Series AA Debentures. A copy of the press release is furnished as Exhibit 99.1 to this report, which press release is incorporated herein by reference.

On November 13, 2010, we issued a press release announcing the appointment of a new director and our intention to focus on new business endeavors. A copy of the press release is furnished as Exhibit 99.2 to this report, which press release is incorporated herein by reference.

On December 1, 2010, we issued a press release announcing the settlement with the holders of our 13% Series AA Debentures. A copy of the press release is furnished as Exhibit 99.3 to this report, which press release is incorporated herein by reference.

On January 3, 2011, we issued a press release announcing our acquisition of Newco4education, LLC. A copy of the press release is furnished as Exhibit 99.4 to this report, which press release is incorporated herein by reference.

Item 9.01  Financial Statement and Exhibits

(d)  EXHIBITS

Exhibit Number	Description
2.1	Securities Exchange Agreement by and among Sibling Entertainment Group Holdings, Inc., Newco4Eductaion I, LLC and the members of Newco4Education I, LLC dated as of December 30, 2010
3.1(i)	Certificate of Designation
10.1	Loan Assignment Agreement by and among Sibling Entertainment Group Holdings, Inc., Sibling Theatricals, Inc., and Debt Resolution, LLC dated as of December 29, 2010
10.2	Form of Conversion Agreement, by and between Sibling Entertainment Group Holdings, Inc. and each holder of 13% Series AA Debentures
10.3	Lock-Up Agreement by and between Sibling Entertainment Group Holdings, Inc. and Mitchell Maxwell dated as of December 30, 2010
10.4	Lock-Up Agreement by and between Sibling Entertainment Group Holdings, Inc. and Ray Meyers dated as of December 30, 2010
10.5	Stock Restriction Agreement by and between Sibling Entertainment Group Holdings, Inc. and Gerry L. Bedore Jr. dated as of December 30, 2010
10.6	Stock Restriction Agreement by and between Sibling Entertainment Group Holdings, Inc. and Timothy G. Drake dated as of December 30, 2010
10.7	Stock Restriction Agreement by and between Sibling Entertainment Group Holdings, Inc. and Oswald Gayle dated as of December 30, 2010
10.8	Stock Restriction Agreement by and between Sibling Entertainment Group Holdings, Inc. and Amy Savage-Austin dated as of December 30, 2010
10.9	Stock Restriction Agreement by and between Sibling Entertainment Group Holdings, Inc. and Stephen C. Carlson dated as of December 30, 2010
10.10	Stock Restriction Agreement by and between Sibling Entertainment Group Holdings, Inc. and A. Dixon McLeod dated as of December 30, 2010
99.1	Press Release dated October 29, 2010
99.2	Press Release dated November 13, 2010
99.3	Press Release dated December 11, 2010
99.4	Press Release dated January 3, 2011

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Sibling Entertainment Group Holdings, Inc.

Signature		Date
By:	/s/Stephen C. Carlson	January 6, 2011
Name: Stephen C. Carlson
Title: Chief Executive Officer

EX-2.1

Exhibit 2.1

SECURITIES EXCHANGE AGREEMENT

BY AND AMONG

SIBLING ENTERTAINMENT GROUP HOLDINGS, INC.,

NEWCO4EDUCATION I, LLC,

and

THE MEMBERS OF NEWCO4EDUCATION I, LLC.

Dated as of December 30, 2010

TABLE OF CONTENTS

Article 1 Purchase and Sale of Shares		1
Section 1.1	Agreement to Sell	1
Section 1.2	Purchase Price	1
Section 1.3	Certain Definitions	2
Article 2 Procedure for Closing		3
Section 2.1	Closing	3
Section 2.2	Deliveries at Closing	3
Section 2.3	Further Assurances	4
Article 3 Representations and Warranties of the N4E Members		4
Article 4 Representations and Warranties of N4E		5
Section 4.1	Title to Shares, Authority, Investment Intent	5
Section 4.2	Organization and Qualification	5
Section 4.3	Subsidiaries and Joint Ventures	5
Section 4.4	Authority	6
Section 4.5	Capitalization	6
Section 4.6	Personal Property	6
Section 4.7	Intellectual Property	6
Section 4.8	Insurance	7
Section 4.9	Environmental Matters	7
Section 4.10	Litigation	7
Section 4.11	Brokers and Finders	7
Section 4.12	Taxes	7
Section 4.13	Labor Matters	8
Section 4.14	Governmental Approval and Consents	8
Section 4.15	Taxes	8
Section 4.16	Compliance with Laws	8
Section 4.17	Correctness of Representations	8
Article 5 Representations and Warranties of SIBE		9
Section 5.1	Organization and Qualification	9
Section 5.2	Subsidiaries and Joint Ventures	9
Section 5.3	Authority	9
Section 5.4	SIBE Capitalization	9
Section 5.5	Books and Records	10
Section 5.6	SEC Filings	10
Section 5.7	Business Activities	10
Section 5.8	Liabilities	10
Section 5.9	Employees and Employee Benefit Plans	10
Section 5.10	Insurance	10
Section 5.11	Environmental Matters	11
Section 5.12	Litigation	11
Section 5.13	Taxes	11
Section 5.14	Compliance with Laws	12
Section 5.15	Brokers and Finders	12
Section 5.16	Governmental Approval and Consents	12
Section 5.17	Investment Intent	12

-i-

Section 5.18	SEC Reports	13
Section 5.19	Correctness of Representations	13
Article 6 Conditions Precedent to Obligations of SIBE		13
Section 6.1	Representations and Warranties of N4E and the N4E Members	13
Section 6.2	Compliance by N4E and the N4E Members	13
Section 6.3	No Injunction, Etc.	13
Section 6.4	No Adverse Change	13
Section 6.5	Proceedings	13
Section 6.6	Closing Documents	13
Section 6.7	N4E Shareholders	13
Section 6.8	Stock Restriction Agreements	14
Article 7 Conditions Precedent to Obligations of the N4E Members		14
Section 7.1	Continuation of Professional Relationships	14
Section 7.2	Designation of Series Common Stock	14
Section 7.3	Debt Settlement	14
Section 7.4	Elimination of Certain Obligations	14
Section 7.5	Surviving Liabilities	15
Section 7.6	Board of Directors	15
Section 7.7	Appointment of Officers	15
Section 7.8	Lock Up Agreements	15
Section 7.9	Stock Restriction Agreements	15
Section 7.10	Certificate Regarding Representations and Warranties	15
Section 7.11	Compliance by SIBE	16
Section 7.12	No Injunction, Etc.	16
Section 7.13	Certificates	16
Article 8 General Provisions		16
Section 8.1	The N4E Member Representative	16
Section 8.2	Public Announcements	17
Section 8.3	Fees and Expenses	17
Section 8.4	Notices	17
Section 8.5	No Benefit to Others	18
Section 8.6	Headings, Gender, and Person	18
Section 8.7	Counterparts	18
Section 8.8	Integration of Agreement	18
Section 8.9	Governing Law	18
Section 8.10	Severability	18

TABLE OF EXHIBITS

Exhibit A	Schedule of N4E Members
Exhibit B	Form of Certificate of Designation
Exhibit C	Form of Lock Up Agreement
Exhibit D	Form of Stock Restriction Agreement

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CROSS-REFERENCE TO DEFINED TERMS

Defined Term	Page
Affiliate	2
Agreement	2
Benefit Plans	10
Business	1
Closing	3
Closing Date	3
Code	2
Common Stock	9
Contract	2
Debentures	14
Debt Resolution LLC	14
Debt Settlement	14
Environmental Claim	7
Environmental Laws	7
ERISA	2
Exchange Act	1
Hazardous Materials	7
Intellectual Property	2
Lock-Up Agreement	3
N4E	1
N4E Member	1
N4E Member Representative	16
N4E Members	1
N4E Shares	1
Ownership Percentage	1
person	18
Records	2
Regulation D	1
Requesting Party	4
SEC	1
Securities Act	1
Settling Debenture Holders	14
SIBE	1
SIBE Shares	1
Stock Restriction Agreement	3
Surviving Liabilities	15
Tax Returns	2
Taxes	2
Trade Secrets	2

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SECURITIES EXCHANGE AGREEMENT

THIS SECURITIES EXCHANGE AGREEMENT is made and entered into as of this 30th day of December, 2010, by and among SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”), NEWCO4EDUCATION I, LLC, a Georgia limited liability company (“N4E”), and all of the members of N4E (each of whom is a “N4E Member” and all of whom together are collectively, the “N4E Members”).  The name, address, and percentage membership interest (the “Ownership Percentage”) of each N4E Member is set forth on Exhibit A.  The N4E Members collectively hold all of the outstanding limited liability company membership interests of N4E.

Background

N4E owns certain business plans and proprietary information regarding the acquisition education management organizations and the management and operation of charter and other schools (the “Business”).  After giving effect to the transactions contemplated by Section 7.3 and Section 7.4, at Closing, SIBE will exit the entertainment business and have no entertainment business activities or assets.  SIBE is a public company that files reports pursuant to the Securities and Exchange Act of 1934 (the “Exchange Act”) and its common stock is traded on the Pink Sheets under the symbol SIBE.  SIBE is not current in its Exchange Act reports.  SIBE and the N4E Members desire to make this Agreement for the purpose of setting forth certain representations, warranties, covenants, and agreements in connection with the transactions contemplated hereby.  SIBE is issuing the SIBE Shares to the N4E Members in reliance upon the exemption from securities registration pursuant to Section 4(2) and/or Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).  The N4E Members are selling and delivering the N4E Shares to SIBE upon in reliance upon an exemption from the registration provisions of the Securities Act referred to as the 4(1)½ exemption.  It is the intent of the parties that (a) the contribution of the N4E shares to SIBE in exchange for the SIBE Shares will qualify as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986 and (b) the transaction will be accounted for as a reverse acquisition.

Agreement

For and in consideration of the premises and the mutual representations, warranties, covenants, and agreements contained herein, the parties hereto, intending to be legally bound, agree:

Article 1   Purchase and Sale of Shares

Section 1.1       Agreement to Sell.  For the consideration hereinafter provided, and upon and subject to the terms and conditions set forth in this Agreement, at the Closing, the N4E Members shall sell, assign, transfer, convey, and deliver to SIBE and SIBE shall purchase and acquire all of the outstanding limited liability company membership interests of N4E (the “N4E Shares”), with each N4E Member selling the number of N4E Shares set forth adjacent to the name of such N4E Member on Exhibit A.  The N4E Members shall sell and deliver the N4E Shares free and clear of all liens, claims, charges, encumbrances, and security interests whatsoever, other than restrictions on transfer imposed by federal and state securities laws.

Section 1.2       Purchase Price.  The purchase price for the N4E Shares purchased from each N4E Member shall be paid solely by issuance of shares of Series Common Stock, par value $.0001 of SIBE (the “SIBE Shares”) having the rights, privileges, and preferences described on Exhibit B, with each N4E Member receiving the number of SIBE Shares set forth adjacent to the name of such N4E member on Exhibit A.  SIBE shall issue and deliver the SIBE Shares free and clear of all liens, claims, charges, encumbrances, and security interests whatsoever, other than restrictions on transfer imposed by federal and state securities laws.

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Section 1.3       Certain Definitions.  The capitalized terms set forth below, are used herein with the meanings thereafter ascribed.

“Affiliate” means a person controlling, controlled by, or under common control with a person.  As used in the preceding sentence, “control” means ownership of at least five percent of the outstanding equity securities or, the ability by contract or otherwise to direct the affairs of such person.  Each officer and director of a person is an Affiliate of that person.

“Agreement” means this Securities Exchange Agreement, the SIBE Disclosure Letter, and the N4E Members Disclosure Letter, together with any amendments or modifications hereto and thereto.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contract” or “Contracts” means all contracts, agreements, arrangements, or understandings, written or oral, by which N4E or SIBE, as the case may be, receives any right or benefit or undertakes any liability or obligation.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Intellectual Property” means N4E’s business plan, know-how, and proprietary information regarding the management and operation of charter schools.

“Records”shall mean information inscribed on a tangible medium (such as paper) or a magnetic or digital medium (such as a disk drive or tape) including, without limitation, files and records, including correspondence with clients, books of account, employment records, records pertaining to suppliers, and other written materials.

“Tax Returns” means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund, or other document or information filed with or submitted to, or required to be filed with or submitted to, any governmental entity in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any legal requirement relating to any Tax.

“Taxes” means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, Social Security, unemployment, disability, real property, personal property, sales, use, transfer, value added, concession, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge, or duty of any kind whatsoever and any interest, penalty, addition, or additional amount thereon imposed, assessed, or collected by or under the authority of any governmental entity or payable under any tax-sharing agreement or any other Contract.

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“Trade Secrets” means information which derives economic value, actual or potential, from not being generally known and not being readily ascertainable to other persons who can obtain economic value from its disclosure or use and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.  Trade Secrets includes, without limitation,  (a) any application, operating system, communication system, or other computer software (whether in source or object code) and the documentation related thereto, whether or not copyrighted, patented or patentable, related to or used in the Business; and (b) information concerning the customers, services, pricing strategies, personnel assignments, and policies of SIBE and N4E or any parent or subsidiary, or matters concerning the financial affairs and management of SIBE or N4E or any parent, subsidiary, or affiliate of SIBE; provided however, that Trade Secrets shall not include any Excluded Information.

Article 2   Procedure for Closing

Section 2.1       Closing.  The closing (the “Closing”) of the transactions contemplated by this Agreement shall take place at the offices of Krevolin & Horst, LLC, 1201 West Peachtree Street, Suite 3250, Atlanta, Georgia 30309, at 10:00 a.m. EST, on the third (3rd) business day immediately following the date on which the last of the conditions set forth in Article 6   hereof is fulfilled or waived, or at such other time, date, and place as the N4E Members and SIBE shall mutually agree.  The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.”

Section 2.2       Deliveries at Closing.  At the Closing, each of the following items shall be delivered:

(a)           The N4E Members shall deliver to SIBE the following:

(i)           certificates evidencing all N4E Shares, duly endorsed for transfer and otherwise in a form suitable for transfer on the books of N4E;

(ii)          the minute book, the Articles of Organization and Operating Agreement of N4E, and a certificate of existence of N4E; and

(iii)         such other evidence of the performance of all covenants and the satisfaction of all conditions required of the N4E Members by this Agreement at or prior to the Closing Date as SIBE or its counsel may reasonably require.

The documents and certificates to be delivered hereunder by or on behalf of the N4E Members on the Closing Date shall be in form and substance reasonably satisfactory to SIBE and its counsel.

(b)           SIBE shall deliver to the N4E Members the following:

(i)           the SIBE Shares to be issued to the N4E Members in payment of the Purchase Price, registered in the names of the N4E Members set forth in Exhibit A;

(ii)         a lock up agreement in the form of Exhibit C (the “Lock-Up Agreement”) executed by each of Mitchell Maxwell and Ray Meyer;

(iii)        a stock restriction agreement in the form of Exhibit D (the “Stock Restriction Agreement”) executed by N4E Members Amy Savage-Austin, Gerry L. Bedore, Jr., Stephen C. Carlson, Timothy G. Drake, Oswald Anthony Gayle, and A. Dixon McLeod;

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(iv)        the minute books of SIBE, containing all minutes of meetings and actions taken by the written consent with out a meeting of the Board of Directors and shareholders of SIBE, the original certificate of formation and all amendments thereto, the bylaws, and manually signed copies of all reports filed with SEC; and

(v)         evidence of the performance of all covenants and the satisfaction of all conditions required of SIBE by this Agreement at or prior to the Closing Date as the N4E Members or its counsel may reasonably require.

The documents and certificates to be delivered hereunder by or on behalf of SIBE on the Closing Date shall be in form and substance reasonably satisfactory to the N4E Members and their counsel.

Section 2.3        Further Assurances.  At the request of a party to this Agreement (a “Requesting Party”), the other parties hereto, from time to time after the Closing, will execute, acknowledge, and deliver to the Requesting Party such instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications, and further assurances as the Requesting Party may reasonably request to carry out, evidence, and confirm the intended purposes of this Agreement.

Article 3   Representations and Warranties of the N4E Members

For the purpose of inducing SIBE to enter into this Agreement, each N4E Member individually represents to SIBE as to such N4E Member only that:

(a)           Such N4E Member ownsof record and beneficially, the N4E Shares set forth adjacent to the name of such N4E member on Schedule 1 hereto, and on the Closing Date will have good title to the N4E Shares to be delivered to SIBE as provided in Section 2.2 hereof, free and clear of all claims, liens, charges, encumbrances, and options, whatsoever, including any rights of N4E or of any third parties whatsoever with respect thereto;

(b)           Such N4E Member has full power, authority, and legal capacity to execute, deliver, and perform this Agreement, without the approval or consent of any third party, and has duly and validly executed and delivered this Agreement;

(c)           This Agreement constitutes a binding obligation of such N4E Member and is enforceable against such N4E Member in accordance with its terms;

(d)           The SIBE Shares are being acquired for such N4E Member’s own account without the participation of any other person, with the intent of holding the SIBE Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the SIBE Shares and not with a view to, or for resale in connection with, any distribution of the SIBE Shares;

(e)           Such N4E Member is able to bear the economic risks of the investment in the SIBE Shares, including the risk of a complete loss of such N4E Member’s investment therein;

(f)           Such N4E Member understands and agrees that the SIBE Shares will be issued and sold to such N4E Member without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the Securities Act provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder;

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(g)           The SIBE Shares cannot be offered for sale, sold, or transferred by such N4E Member other than pursuant to: (A) an effective registration under the Securities Act or in a transaction otherwise in compliance with the Securities Act; and (B) evidence satisfactory to SIBE of compliance with the applicable securities laws of other jurisdictions.  SIBE shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws;

(h)           Such N4E Member acknowledges that such N4E Member has had the opportunity to ask questions of and receive answers from SIBE and any person acting on its behalf, and to obtain all material information reasonably available with respect to SIBE and its affairs.

Article 4   Representations and Warranties of N4E

For the purpose of inducing SIBE to enter into this Agreement, N4E represents and warrants to SIBE that:

Section 4.1        Title to Shares, Authority, Investment Intent.

(a)           The N4E Members collectively ownof record and beneficially, all outstanding N4E Shares.  The N4E Members have and on the Closing Date will have good title to the N4E Shares to be delivered to SIBE as provided in Section 2.2 hereof, free and clear of all claims, liens, charges, encumbrances, and options, whatsoever, including any rights of N4E or of any third parties whatsoever with respect thereto.

(b)           The N4E Members have duly and validly executed and delivered this Agreement.  The N4E Members have the full legal capacity and the full legal right, power, capacity, and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby without the consent or approval of any other person or entity.  This Agreement constitutes a binding obligation of the N4E Members and is enforceable against the N4E Members in accordance with its terms.

Section 4.2        Organization and Qualification.  N4E is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Georgia.  N4E is duly qualified and is in good standing as a foreign limited liability company in each jurisdiction in which the nature of the property or assets owned by N4E or the nature of the operations or business conducted by N4E requires such qualification and where the failure to be so qualified would have a material adverse effect on N4E.

Section 4.3        Subsidiaries and Joint Ventures.  No shares of any corporation or any ownership or other investment interest, either of record, beneficially, or equitably, in any association, partnership, joint venture, or other legal entity are owned or controlled by N4E.

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Section 4.4        Authority.  The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by N4E and the N4E Members have been duly and validly authorized and approved by all necessary action on the part of N4E and the N4E Members.  This Agreement is the legal, valid, and binding obligation of N4E, enforceable against N4E in accordance with its terms.  Neither the execution and delivery of this Agreement by N4E and the N4E Members nor the consummation of the transactions contemplated hereby will (a) violate the Articles of Organization or Operating Agreement of N4E, (b) violate any provisions of law or any order of any court or any governmental unit to which either N4E or the N4E Members are a party or by which it or any of their properties or assets may be bound, (c) (i) conflict with, result in a breach of, or constitute a default under, any indenture, mortgage, lease, agreement, or other instrument to which either N4E or the N4E Members are a party or by which it or they or any of its or their assets or properties may be bound, or (ii) result in the creation of any lien, charge, or encumbrance upon any of the assets or properties of N4E or result in the acceleration of the maturity of any payment date of any of the liabilities of N4E, or increase or adversely affect the obligations of N4E thereunder, (d) violate any material term or provision of, result in a default, give rise to any right of termination, cancellation, or acceleration, or cause the loss of any right or option, under any Contracts, the breach of which would have a material adverse effect on N4E or the Business or the consummation of the transactions contemplated hereby, or (e) result in any encumbrance upon any of the assets or properties of N4E.

Section 4.5        Capitalization.  All outstanding N4E Shares are duly and validly issued, fully paid and non-assessable, and were issued in full compliance with all federal, state, and local laws, rules, and regulations, and at closing will be owned, of record and beneficially, by the N4E Members.  There is no subscription right, option, warrant, convertible security, or other right (contingent or other) presently outstanding, for the purchase, acquisition, or sale of N4E Shares or any other securities of N4E, or any securities convertible into or exchangeable for N4E Shares or other securities of N4E.  There are no accrued distributions, accumulated distributions, N4E Share appreciation rights, phantom N4E Shares, or similar rights in existence.  At Closing there will be no agreements purporting to restrict the transfer of the outstanding N4E Shares, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the N4E Shares, and none of the N4E Shares are currently pledged or held as security by any person or entity.

Section 4.6        Personal Property.  N4E owns or has the right to use all of its assets free and clear of all liens, claims, charges, security interests, and other encumbrances of any kind and of any nature.

Section 4.7        Intellectual Property.  N4E is the sole and exclusive owner of all right, title, and interest in and to the Intellectual Property free and clear of all liens, security interests, charges, encumbrances, equities, or other adverse claims (including without limitation undisclosed distribution rights).  N4E has not received notice of, and to the best knowledge of both N4E and the N4E Members there is no basis for, any claim, charge, action, suit, or preceding against N4E involving:  (a) unfair competition with respect to any intangible property right of any third person or entity; (b) infringement by the Intellectual Property of any patent, trademark, trade name, copyright, trade secret, or other intellectual property right of any third party; (c) the improper use of the trade secrets, formulae, or intellectual property of others; or (d) a claim that any trademark, trade name, service mark, or logo in use or proposed for use by N4E is likely to be confused with a trademark, trade name, service mark, or logo of a third party.  There are no outstanding, nor to the best knowledge of N4E and the N4E Members are there any threatened, disputes or other disagreements with respect to (e) ownership of the Intellectual Property, (f) any licenses or similar agreements or arrangements, or (g) infringement by a third party of any of the Intellectual Property.  N4E has taken all steps reasonably necessary to protect its right, title, and interest in and to the Intellectual Property and the continued use of the Intellectual Property.  N4E has used commercially reasonable efforts to protect the confidentiality of all of its other confidential and proprietary information and that of third parties which is or has been in its possession.

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Section 4.8        Insurance.  N4E currently has no insurance covering its properties and business.

Section 4.9        Environmental Matters.

(a)           N4E has not received notice of any Environmental Claim filed or threatened against it or against any other person or entity whose liability for any Environmental Claim has been retained or assumed either contractually or by operation of law;

(b)           N4E has not disposed of, emitted, discharged, handled, stored, transported, used, or released any Hazardous Materials (or arranged for any of the foregoing), or exposed any employee or other individual to any Hazardous Materials or condition so as to give rise to any liability or corrective or remedial obligation under any Environmental Laws;

(c)           No Hazardous Materials are, to the knowledge of N4E, present in, on, or under any properties owned, leased, or used at any time (including both land and improvements thereon) by N4E, and, to the knowledge of N4E, no reasonable likelihood exists that any Hazardous Materials will come to be present in, on, or under any properties owned, leased, or used at any time (including both land and improvements thereon) by N4E so as to give rise to any material liability or corrective or remedial obligation under any Environmental Laws.

As used herein, “Environmental Claim” means any notice, claim, act, cause of action or investigation by any Person alleging potential liability arising out of, based on or resulting from the presence, or release into the environment, of any Hazardous Materials or any violation, or alleged violation, of any Environmental Law.  As used herein, “Environmental Laws” means all federal, state, local and foreign laws and regulations relating to pollution or protection of the environment or the protection of human health.  As used herein, “Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, radioactive and biological materials, asbestos-containing materials (ACM), hazardous substances, petroleum and petroleum products or any fraction thereof, excluding, however, any chemicals used or waste generated as a result of typical office and janitorial activities.

Section 4.10     Litigation.  There are no claims, charges, arbitrations, grievances, actions, suits, proceedings, or investigations pending against, or affecting N4E at law or in equity or admiralty, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign.  N4E is not in default under or in violation of any order, writ, injunction, or decree of any federal, state, municipal court, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, affecting N4E.

Section 4.11     Brokers and Finders.  Neither N4E, the N4E Members, nor any Affiliate has incurred any obligation or liability, contingent or otherwise, for any brokerage or finder’s fee or agent’s commission or other similar payment in connection with this Agreement or the transactions contemplated by this Agreement.

Section 4.12     Taxes.  Except as set forth in Section 4.12 of the N4E Members Disclosure Letter:

(a)           N4E has filed or caused to be filed on a timely basis all Tax Returns required to be filed by or with respect to N4E, either separately or as a member of a group of corporations.  N4E has not requested any extension of time within which to file any Tax Return, except as to Tax Returns that have since been timely filed.  All Tax Returns filed by (or that include on a consolidated basis) N4E are complete and correct and comply with applicable legal requirements.  N4E has paid, or made provision for the payment of, all taxes that have or could have become due for all periods covered by any Tax Return or otherwise, including pursuant to any assessment received by N4E.  N4E has withheld or collected and paid to the proper authority all taxes required to be withheld, collected, or paid by it.

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(b)           No claim has ever been made by any governmental entity in a jurisdiction where N4E does not file Tax Returns that it is or could be subject to taxation by that jurisdiction, nor is there any reasonable basis for such a claim.  No Tax Return of N4E is under audit by the IRS or other governmental entity, and no notice of such an audit has been received by N4E.  There are no threatened proceedings for, or relating to, Taxes, and there are no matters under discussion with the IRS or other governmental entity with respect to Taxes.  No issues relating to Taxes have been raised in writing by the IRS or other governmental entity during any pending audit, and no issues relating to Taxes have been raised in writing by the IRS or other governmental entity in any audit that could recur in a later taxable period.  There is no proposed Tax assessment against N4E.  N4E has not given, or been requested to give, waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of N4E or for which N4E could be liable.  No lien or encumbrance for Taxes exists with respect to any assets of N4E, except statutory liens for Taxes not yet due.

(c)           N4E is not, and has been, a member of any affiliated group of corporations (other than a group of which N4E is the common parent) which has filed a combined, consolidated, or unitary income Tax Return with any governmental entity.  N4E is not liable for the Taxes of any Person under Treasury Regulation Section 1.1502-6 or any similar provision of any applicable legal requirement, as a transferee or successor, by contract, or otherwise.

Section 4.13     Labor Matters.  N4E has never had employees and has never maintained or contributed to any plan that is an employee benefit plan as defined in Section 3(3) of ERISA, nor any other pension, profit sharing, retirement, deferred compensation, disability, hospitalization, medical, life insurance, or other similar employee benefit plan, program, policy, or arrangement.

Section 4.14     Governmental Approval and Consents.  No authorization, consent, approval, designation, order, declaration by, or filing with, any public body, governmental authority, bureau, or agency is necessary or required as a condition to the validity of this Agreement or the consummation of the transactions contemplated hereby.

Section 4.15     Taxes.  N4E has timely filed all federal and foreign income and employment tax returns and all state, county, and local income, property, employment, and other tax returns required to be filed it.

Section 4.16     Compliance with Laws.  N4E, to the best of its knowledge, is not engaging in any activity or omitting to take any action that is or creates a violation of any law, statute, ordinance, or regulation applicable to N4E or the Business, which violation would have a material adverse effect on N4E or the Business.  N4E is not subject to any judgment, order, writ, injunction, or decree issued by any court or any governmental or administrative body or agency which materially affects N4E, the Business, or any of the assets and properties of the Business.

Section 4.17     Correctness of Representations.  No representation or warranty or other statement made by the N4E Members in this Agreement, the N4E Members Disclosure Letter, or otherwise in connection with the transactions contemplated by this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in this Agreement or therein, in light of the circumstances in which they were made, not misleading.

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Article 5   Representations and Warranties of SIBE

SIBE hereby represents and warrants to N4E and the N4E Members as follows:

Section 5.1        Organization and Qualification.  SIBE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and has all corporate power and authority to conduct its business, to own, lease, or operate its properties in the places where such business is conducted and such properties are owned, leased, or operated.  SIBE is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the in which the nature of the property or assets owned by SIBE or the nature of the operations or business conducted by SIBE requires such qualification and where the failure to be so qualified would have a material adverse effect on SIBE.

Section 5.2        Subsidiaries and Joint Ventures.  Except as disclosed in SIBE’s periodic Securities & Exchange Commission reports, no shares of any corporation or any ownership or other investment interest, either of record, beneficially, or equitably, in any association, partnership, joint venture, or other legal entity are owned or controlled by SIBE.

Section 5.3        Authority.  SIBE has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery, and performance of this Agreement and the delivery of the SIBE Shares have been duly and validly authorized and approved by all necessary action on the part of SIBE.  This Agreement is the legal, valid, and binding obligation of SIBE and is enforceable against SIBE in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by the exercise of judicial discretion in accordance with equitable principles.  Neither the execution and delivery of this Agreement by SIBE, nor the consummation by SIBE of the transactions contemplated hereby, will (a) violate SIBE’s Certificate of Formation or Bylaws, as amended, (b) violate any provisions of law or any order of any court or any governmental unit to which SIBE is subject, or by which its assets are bound, or (c) conflict with, result in a breach of, or constitute a default under any indenture, mortgage, lease, agreement, or other instrument to which SIBE is a party or by which its assets or properties are bound.

Section 5.4        SIBE Capitalization.  Immediately prior to Closing, the authorized capital stock of SIBE will consist of 100,000,000 shares of Common Voting Equity Stock, par value $.0001 per share (“Common Stock”), of which 10,000,000shares are Series Common Stock.  Immediately prior to Closing, after giving effect to the issuance of 1,052,632 shares of Series Common Stock to the holders of the Debentures in furtherance of the Debt Settlement, 46,635,816 shares of Common Stock and 1,052,632 shares of Series Common Stock will be duly and validly issued and outstanding.  All outstanding shares of Common Stock (including Series Common Stock) have been duly and validly issued, fully paid and non-assessable, and were issued in full compliance with all federal, state, and local laws, rules, and regulations.  Upon issuance in accordance with the term of this Agreement, the SIBE Shares will be duly and validly issued, fully paid and non-assessable, and issued in full compliance with all federal, state, and local laws, rules, and regulations.  Other than the obligation of SIBE to issue the SIBE Shares pursuant to this Agreement and the warrants listed in Section 7.5(b), there is no subscription right, option, warrant, convertible security, or other right (contingent or other) outstanding, for the purchase, acquisition, or sale of Common Stock or any other securities of SIBE, or any securities convertible into or exchangeable for Common Stock or other securities of SIBE.  There are no stock appreciation rights, phantom stock, or similar rights in existence.  There are no agreements purporting to restrict the transfer of the Common Stock or the SIBE Shares, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common Stock or the SIBE Shares.

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Section 5.5        Books and Records.

(a)           The books of account and other records of SIBE are in all material aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the periods involved.

(b)           The minute books of SIBE contain complete and correct records of all meetings held of, and actions taken by written consent of, the holders of voting securities of SIBE, the board of directors, and committees of the board of directors of SIBE.  No meeting of any such holders, board of directors, committee has been held, and no other action has been taken, for which minutes or other evidence of action have not been prepared and are not contained in such minute books.

(c)           the Certificate of Formation of SIBE, and all amendments thereto, certified by the Secretary of State of Texas;

(d)           the Bylaws of SIBE and all amendments thereto, certified as true, correct, and complete by the Secretary of SIBE; and

(e)           The stockholder records maintained by Interwest Transfer Company, the stock transfer agent of SIBE contain an accurate record of the holders of all outstanding shares of Common Stock of SIBE.

Prior to Closing, SIBE provided the N4E Members true, complete, and correct copies of all of the materials described above.

Section 5.6        SEC Filings.  Except as set forth in Section 5.6 of the SIBE Disclosure Letter, SIBE has timely filed all reports required to be filed with the Securities and Exchange Commission.  Each report filed with the Securities and Exchange Commission is complete and accurate in all material respects.

Section 5.7        Business Activities.  SIBE has had business operations that are not nominal and is not a shell company as defined in Rule 405 promulgated pursuant the Securities Act of 1933.

Section 5.8        Liabilities.  After giving effect to the Debt Settlement, the N4E Members have no Contracts, liabilities, obligations, or debts of any nature whatsoever (whether known or unknown and whether absolute, accrued, contingent, or otherwise) other than the amounts due to certain trade creditors listed in Section 7.5 of this Agreement and the liabilities, obligations, and debts listed in Section 7.5 of the SIBE Disclosure Letter.

Section 5.9        Employees and Employee Benefit Plans.  As of the Closing, SIBE has no employees.  No officer, director, or agent of SIBE is party to any agreement or arrangement which provides for the payment of any bonus, severance, or other compensation at or after Closing.  SIBE does not have, and has never had any plan that is an employee benefit plan as defined in Section 3(3) of ERISA, nor any other pension, profit sharing, retirement, deferred compensation, disability, hospitalization, medical, life insurance, or other similar employee benefit plan, program, policy, or arrangement (collectively, “Benefit Plans”).  SIBE had not made and is not obligated to make any contribution to any Benefit Plan.

Section 5.10     Insurance.  SIBE currently has no insurance covering its properties and business.

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Section 5.11     Environmental Matters.

(a)           SIBE has not received notice of any Environmental Claim filed or threatened against it or against any other person or entity whose liability for any Environmental Claim has been retained or assumed either contractually or by operation of law;

(b)           SIBE has not disposed of, emitted, discharged, handled, stored, transported, used, or released any Hazardous Materials (or arranged for any of the foregoing), or exposed any employee or other individual to any Hazardous Materials or condition so as to give rise to any liability or corrective or remedial obligation under any Environmental Laws;

(c)           No Hazardous Materials are, to the knowledge of SIBE, present in, on, or under any properties owned, leased, or used at any time (including both land and improvements thereon) by SIBE, and, to the knowledge of SIBE, no reasonable likelihood exists that any Hazardous Materials will come to be present in, on, or under any properties owned, leased, or used at any time (including both land and improvements thereon) by SIBE so as to give rise to any material liability or corrective or remedial obligation under any Environmental Laws.

Section 5.12     Litigation.  To the best of SIBE’s knowledge, there are no claims, charges, arbitrations, grievances, actions, suits, proceedings, or investigations pending against, or affecting SIBE at law or in equity or admiralty, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, nor is there any basis for the assertion of any such claim, charge, grievance, action, suit, proceeding, or investigation by or against SIBE.  SIBE is not in default under or in violation of any order, writ, injunction, or decree of any federal, state, municipal court, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, affecting the Business or SIBE.  There are no unsatisfied judgments or orders against SIBE.

Section 5.13      Taxes.  Except as set forth in Section 5.13 of the SIBE Disclosure Letter:

(a)           SIBE has filed or caused to be filed on a timely basis all Tax Returns required to be filed by or with respect to SIBE, either separately or as a member of a group of corporations.  SIBE has not requested any extension of time within which to file any Tax Return, except as to Tax Returns that have since been timely filed.  All Tax Returns filed by (or that include on a consolidated basis) SIBE are complete and correct and comply with applicable legal requirements.  SIBE has paid, or made provision for the payment of, all taxes that have or could have become due for all periods covered by any Tax Return or otherwise, including pursuant to any assessment received by SIBE.  SIBE has withheld or collected and paid to the proper authority all taxes required to be withheld, collected, or paid by it.

(b)           No claim has ever been made by any governmental entity in a jurisdiction where SIBE does not file Tax Returns that it is or could be subject to taxation by that jurisdiction, nor is there any reasonable basis for such a claim.  No Tax Return of SIBE is under audit by the IRS or other governmental entity, and no notice of such an audit has been received by SIBE.  There are no threatened proceedings for, or relating to, Taxes, and there are no matters under discussion with the IRS or other governmental entity with respect to Taxes.  No issues relating to Taxes have been raised in writing by the IRS or other governmental entity during any pending audit, and no issues relating to Taxes have been raised in writing by the IRS or other governmental entity in any audit that could recur in a later taxable period.  There is no proposed Tax assessment against SIBE.  SIBE has not given, or been requested to give, waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of SIBE or for which SIBE could be liable.  No lien or encumbrance for Taxes exists with respect to any assets of SIBE, except statutory liens for Taxes not yet due.

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(c)           SIBE is not, and has been, a member of any affiliated group of corporations (other than a group of which SIBE is the common parent) which has filed a combined, consolidated, or unitary income Tax Return with any governmental entity.  SIBE is not liable for the Taxes of any Person under Treasury Regulation Section 1.1502-6 or any similar provision of any applicable legal requirement, as a transferee or successor, by contract, or otherwise.

Section 5.14     Compliance with Laws.  SIBE, to the best of its knowledge, is not engaging in any activity or omitting to take any action that is or creates a violation of any law, statute, ordinance, or regulation applicable to SIBE or the Business, which violation would have a material adverse effect on SIBE or the Business.  SIBE is not subject to any judgment, order, writ, injunction, or decree issued by any court or any governmental or administrative body or agency which materially affects SIBE, the Business, or any of the assets and properties of the Business.

Section 5.15     Brokers and Finders.  Neither SIBE nor any Affiliate has incurred any obligation or liability, contingent or otherwise, for any brokerage or finder’s fee or agent’s commission or other similar payment in connection with this Agreement or the transactions contemplated by this Agreement.

Section 5.16      Governmental Approval and Consents.  No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby.

Section 5.17      Investment Intent.

(a)           The N4E Shares being acquired for SIBE’s own account without the participation of any other person, with the intent of holding the N4E Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the N4E Shares and not with a view to, or for resale in connection with, any distribution of the N4E Shares;

(b)           SIBE is able to bear the economic risks of the investment in the N4E Shares, including the risk of a complete loss of SIBE's investment therein;

(c)           SIBE understands and agrees that the N4E Shares will be sold and transferred to SIBE without registration under any state law relating to the registration of securities for sale, and will be sold and transferred in reliance on the exemptions from registration under the Securities Act provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder;

(d)           The N4E Shares cannot be offered for sale, sold, or transferred by SIBE other than pursuant to: (A) an effective registration under the Securities Act or in a transaction otherwise in compliance with the Securities Act; and (B) evidence satisfactory to N4E of compliance with the applicable securities laws of other jurisdictions.  N4E shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws; and

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(e)           SIBE has had the opportunity to ask questions of and receive answers from N4E and any person acting on its behalf, and to obtain all material information reasonably available with respect to N4E and its affairs, and has received satisfactory answers to all such questions and received all documents and other information requested of N4E.

Section 5.18     SEC Reports.  SIBE will cause Mitchell Maxwell and Christian Fitzgerald to participate in and sign all delinquent SEC reports and the 10K for the year ended December 31, 2010.

Section 5.19     Correctness of Representations.  No representation or warranty or other statement made by SIBE in this Agreement, the SIBE Disclosure Letter, or otherwise in connection with the transactions contemplated by this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in this Agreement or therein, in light of the circumstances in which they were made, not misleading.

Article 6   Conditions Precedent to Obligations of SIBE

The obligation of SIBE to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction by N4E and the N4E Members on or before the Closing Date, of each of the following conditions, all or any of which may be waived in writing, in whole or in part, by SIBE:

Section 6.1        Representations and Warranties of N4E and the N4E Members.  All information required to be furnished or delivered by the N4E Members pursuant to this Agreement shall have been furnished or delivered as of the date hereof and as of the Closing Date, as required hereunder; the representations and warranties made by the N4E Members and N4E in Article 3  hereof shall be true and correct on and as of the Closing Date.

Section 6.2        Compliance by N4E and the N4E Members.  N4E and the N4E Members shall have duly performed all of the covenants, agreements, and conditions contained in this Agreement to be performed by N4E and the N4E Members on or prior to the Closing Date.

Section 6.3        No Injunction, Etc.  No action, proceeding, investigation, regulation, or legislation shall be pending or threatened which seeks to enjoin, restrain, or prohibit SIBE, or to obtain substantial damages from SIBE, in respect of the consummation of the transactions contemplated hereby, or which seeks to enjoin the Business, which, in the reasonable judgment of SIBE, would make it inadvisable to consummate the transactions contemplated by this Agreement.

Section 6.4        No Adverse Change.  There shall not have been any material adverse change in the Business or condition, financial or otherwise, of N4E since September 30, 2010.

Section 6.5        Proceedings.  The form and substance of all opinions, certificates, assignments, orders, and other documents and instruments, hereunder shall be satisfactory in all reasonable respects to SIBE and its counsel.

Section 6.6        Closing Documents.  SIBE shall have received each of the agreements, instruments, and certificates described in Section 2.2(a), in each case executed by N4E, the N4E Members, or the other parties thereto.

Section 6.7        N4E Shareholders.  The N4E Members shall hold all of the issued and outstanding N4E Shares.

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Section 6.8        Stock Restriction Agreements.  N4E Members Amy Savage-Austin, Gerry L. Bedore, Jr., Stephen C. Carlson, Timothy G. Drake, Oswald Anthony Gayle, Robert Giordano, and A. Dixon McLeod shall have each executed and delivered to SIBE a Stock Restriction Agreement.

Article 7   Conditions Precedent to Obligations of the N4E Members

The obligation of the N4E Members to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by the N4E Members:

Section 7.1        Continuation of Professional Relationships.  SIBE shall have executed engagement letters satisfactory to the N4E Members to continue the engagement of:

(a)           Anslow & Jaclin LLP its law firm through the conclusion of the transaction congtemplated by this Agreement and the filing of an 8-K with respect to this transaction; and

(b)           Uniack, its current accounting firm, to (i) audit the financial statements and prepare the related portions of 10K filings for all years for which a 10-K has not been filed and for the fiscal year ended December 31, 2010 and (ii) review the unaudited quarterly financial statements for all quarters for which a 10Q has not been filed.

Section 7.2        Designation of Series Common Stock.  SIBE’s Board of Directors shall have adopted resolutions designating the Powers, Preferences, and Rights of Series Common Stock and filed a Certificate of Designation of Powers, Preferences, and Rights of Series Common Stock in the form of Exhibit A with the Secretary of State of Texas.

Section 7.3        Debt Settlement.  SIBE shall have (a) conveyed the Theatricals Loan to a limited liability company (the “Debt Resolution LLC”), (b) issued all of the limited liability company membership interests of Debt Resolution LLC to the holders of SIBE’s outstanding 13% Series AA Secured Convertible Debentures (the “Debentures”) who have executed agreements acceptable to the N4E Members releasing SIBE from liability in respect of the Debentures (the “Settling Debenture Holders”); (c) issued in the aggregate approximately 1,052,632 shares of its Series Common Stock to the Settling Debenture Holders, and (d) received from each Settling Debenture Holder, an agreement acceptable to the N4E Members releasing SIBE from liability in respect of the Debentures.  The transactions contemplated by this Section 7.3 are sometimes referred to as the “Debt Settlement”.

Section 7.4        Elimination of Certain Obligations.  SIBE shall have taken all necessary action to terminate all options, warrants, and rights to purchase Common Stock not contemplated by Section 1.2 (issuance of Series Common Stock in payment of the Purchase Price) and Section 7.3 (the Debt Settlement) and, except for the Surviving Liabilities listed in Section 7.5, there shall be no obligation of SIBE to pay:

(a)           any accrued dividends, accumulated dividends, or make any other distribution in respect of the Common Stock;

(b)           any accrued and unpaid salary, vacation time, benefits, expense reimbursements, or other amounts due to any past or present employee, officer, or director of SIBE;

(c)           any accounts payable or other amounts to any independent contractor, or any provider of supplies, products, or services;

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(d)           any fine, judgment, settlement, or similar obligation;

(e)           any loan, advance, or other indebtedness whatsoever.

Section 7.5        Surviving Liabilities.  After giving effect to the Debt Settlement and Section 7.4:

(a)           the liabilities of SIBE (the “Surviving Liabilities”) shall not exceed $65,500 as follows:

(i)           $20,000.00 due to Rosenberg Rich Baker Berman & Company, its previous accounting firm;

(ii)           $4,500.00 due to Uniack, its current accounting firm;

(iii)           $30,000.00 due to Anslow & Jaclin LLP its law firm;

(iv)           $700.00 due to Broadview for the most recent NOBO list;

(v)           $300.00 due to Interwest Transfer Company its stock transfer agent; and

(vi)           up to $10,000.00 due to other miscellaneous creditors;

(b)           The outstanding options, warrants to purchase Common Stock or other securities of SIBE shall consist of 2,045,000 warrants with an exercise price of $.20 and 2,045,000 warrants with an exercise price of $.50.

Section 7.6        Board of Directors.  At Closing, the number of directors on SIBE’s board of directors shall have been fixed at 7 members.  Mitchell Maxwell and Christian Fitzgerald shall be the only serving directors and there shall be 5 vacancies.  Prior to Closing, the Board of Directors shall have appointed Gerald F. Sullivan, Amy Savage-Austin, PhD, and Stephen C. Carlson, PhD to fill 3 of the vacancies with a term of office to commence the day following the Closing.

Section 7.7        Appointment of Officers.  SIBE’s Board of Directors shall have elected the following officers with a term of office to commence the day following the Closing:

Chairman	Gerald F. Sullivan
Chief Executive Officer	Stephen C. Carlson
Secretary, Treasurer, and Chief Financial Officer	Oswald Anthony Gayle

Section 7.8        Lock Up Agreements.  Mitchell Maxwell and Ray Meyer shall have each executed and delivered a Lock-Up Agreement.

Section 7.9        Stock Restriction Agreements.  N4E Members Amy Savage-Austin, Gerry L. Bedore, Jr., Stephen C. Carlson, Timothy G. Drake, Oswald Anthony Gayle, and A. Dixon McLeod shall have each executed and delivered to SIBE a Stock Restriction Agreement.

Section 7.10     Certificate Regarding Representations and Warranties.  All information required to be furnished or delivered by SIBE pursuant to this Agreement shall have been furnished or delivered as of the date hereof and the Closing Date as required hereunder; the representations and warranties made by SIBE in Article 5  hereof shall be true and correct in all material respects.

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Section 7.11     Compliance by SIBE.  SIBE shall have duly performed all of the covenants, agreements, and conditions contained in this Agreement to be performed by SIBE on or before the Closing Date.

Section 7.12     No Injunction, Etc.  No action, proceeding, investigation, regulation, or legislation shall be pending or overtly threatened which seeks to enjoin, restrain, or prohibit N4E or the N4E Members or to obtain substantial damages from N4E or the N4E Members in respect of the consummation of the transactions contemplated hereby, which, in the reasonable judgment of the N4E Members would make it inadvisable to consummate such transactions.

Section 7.13     Certificates.  The N4E Members shall have received from SIBE all such certificates, dated as of the Closing Date, as N4E shall reasonably request to evidence the fulfillment by SIBE, or such other satisfaction as of the Closing Date, of the terms and conditions of this Agreement.

Article 8   General Provisions

Section 8.1        The N4E Member Representative.

(a)           In order to efficiently administer this Agreement, the N4E Members, by their signature to this Agreement hereby appoints Richard P. Smyth (the “N4E Member Representative”) as the sole agent and attorney-in-fact of such N4E member to:

(i)           give and receive notices required or permitted to be given to or by the N4E Members;

(ii)           waive compliance by SIBE with any condition or covenant in this Agreement;

(iii)           amend the terms and conditions of this Agreement after the Closing, provided that no amendment that materially increases the obligations of any N4E Member shall be effective with out the written consent of the affected N4E Member;

(iv)           prosecute and settle any claim of the N4E Members against SIBE arising under this Agreement; and

(v)           prosecute and settle any claim of the N4E Members arising under the Lock-Up Agreements;

(b)           SIBE is hereby authorized to rely on the instructions and decisions of the N4E Member Representative, and no N4E Member shall have any cause of action against SIBE for any action taken by SIBE in reliance upon the instructions or decisions of the N4E Member Representative.  All actions, decisions, and instructions of the N4E Member Representative taken pursuant to Section 8.1(a) shall be conclusive and binding upon the N4E Members, and no N4E Member shall have any cause of action against the N4E Member Representative for any action taken, decision made, or instruction given by the N4E Member Representative under this Agreement, except for fraud or a willful breach of the scope of Section 8.1(a) by the N4E Member Representative.

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Section 8.2        Public Announcements.  The N4E Member Representative and SIBE will consult with each other before issuing any press releases or otherwise making any public statements or filings with governmental entities with respect to this Agreement or the transactions contemplated hereby and shall not issue any press releases or make any public statements or filings with governmental entities prior to such consultation and shall modify any portion thereof if the other party objects thereto, unless the same may be required by applicable law.

Section 8.3        Fees and Expenses.  Except as otherwise specifically provided in this Agreement, SIBE shall pay all fees and expenses incurred by SIBE, the N4E Members, and by N4E in connection with the transactions contemplated by this Agreement, including without limitation all legal, accounting, and professional advisor fees incurred by SIBE, N4E, and the N4E Members.

Section 8.4        Notices.  All notices, request, demands, and other communications hereunder shall be in writing and shall be effective when delivered (a) in person or by courier or when received by facsimile transmission, or (ii) five days after deposit, postage-prepaid, in the U.S. Mail, or mailed by registered first class or certified mail, in each case addressed as follows:

If to the N4E Members:

Richard P. Smyth, Member Representative

3500 Lenox Road

Suite 1500

Atlanta, GA 30326

If to N4E:

Newco4Education I, LLC

3500 Lenox Road

Suite 1500

Atlanta, GA 30326

Attn:  Gerald F. Sullivan

If to SIBE:

Sibling Entertainment Group Holdings, Inc.

4 Washington St, 2nd Floor

Tenafly, NJ 07670

Attn:  Mitchell Maxwell

With a copy (which shall not constitute notice) to:

Richard I. Anslow

Anslow & Jaclin, LLP

195 Route 9 South, Suite 204

Manalapan, New Jersey 07726

or to such other address as the parties hereto may designate in writing to the other in accordance with this Section 8.4.  Any party may change the address to which notices are to be sent to it by giving written notice of such change of address to the other parties in the manner above provided for giving notice.

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Section 8.5        No Benefit to Others.  The representations, warranties, covenants, and agreements contained in this Agreement are for the sole benefit of the parties hereto, and their heirs, executors, administrators, legal representatives, successors, and assigns and they shall not be construed as conferring any rights on any other persons, or limiting any rights of any party hereto against any other person or entity.

Section 8.6        Headings, Gender, and Person.  All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.  Any reference to a “person” herein shall include an individual, firm, corporation, partnership, trust, governmental authority or body, association, unincorporated organization or any other entity.

Section 8.7        Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when each counterpart has been signed by each party and delivered to the other party hereto.

Section 8.8        Integration of Agreement.  This Agreement supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof.  Neither this Agreement, nor any provision hereof, may be changed, waived, discharged, supplemented, or terminated orally, but only by an agreement in writing signed by the party against which the enforcement of such change, waiver, discharge, or termination is sought.

Section 8.9        Governing Law.  This Agreement shall be construed under the laws of the State of Georgia, without giving effect to its conflict of laws.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

Section 8.10     Severability.  Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision or provisions had never been contained herein unless the deletion of such provision or provisions would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.  The court in its discretion may substitute for the deleted provision an enforceable provision which reasonably approximates the excluded provision.

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed all as of the day and year first above written.

SIBE:
Sibling Entertainment Group Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer

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N4E:
Newco4Education I, LLC
By:	/s/Gerald F. Sullivan
	Gerald F. Sullivan, President
N4E MEMBERS:
/s/ Amy Savage-Austin
Amy Savage-Austin
/s/ Gerry L. Bedore Jr.
Gerry L. Bedore Jr.
Broad Street Ventures
By:	/s/ James H. Brennan III
Name:	James H. Brennan III
Title:	Managing Member
/s/ Stephen C. Carlson
Stephen C. Carlson
/s/ Timothy G. Drake
Timothy G. Drake
Equations Investments, LLC
By:	/s/ Rob Vance
Name:	Rob Vance
Title:	President

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Foundation For Innovation in Education, Inc.
By:	/s/ William Ross
	William Ross, President
/s/ Oswald Anthony Gayle
Oswald Anthony Gayle
KHB Investments, LLC
By:	/s/ Douglas P. Krevolin
	Douglas P. Krevolin, Managing Member
Lightmas & Delk
By:	/s/ Glenn Delk
Name:	Glenn Delk
Title:	Partner
/s/ A. Dixon McLeod
A. Dixon McLeod
Meshugeneh, LLC
By:	/s/ Richard P. Smyth
Name:	Richard P. Smyth
Title:	Managing Member
Private Capital Ltd Inc.
By:	/s/ Daniel Hollis
	Daniel Hollis, President

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Pro-Com Communications, LLC
By:	/s/ Wayne Shortridge
Name:	Wayne Shortridge
Title:	Manager
/s/ William Ross
William Ross
/s/ Richard P. Smyth
Richard P. Smyth
/s/ Gerald F. Sullivan
Gerald F. Sullivan
Viraxid Corporation
By:	/s/ Marcy J. Gagnon
Name:	Marcy J. Gagnon
Title:	President

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EXHIBIT A

TO

SECURITIES EXCHANGE AGREEMENT

Schedule of N4E Members

N4E Member Name and Address	N4E Shares	SIBE Shares
Amy Savage-Austin 3570 Emily Way Atlanta, GA 30349	261,000	261,000
Gerry L. Bedore Jr. 1827 E. Wildflower Lane Casa Grande, AZ 85122	261,000	261,000
Broad Street Ventures 735 Broad Street Suite 400 Chattanooga, TN Attention: Jim Brennan	200,000	200,000
Stephen C. Carlson 3140 St. Andrews Circle Duluth, GA 30096	476,500	476,500
Timothy G. Drake 5042 W. Harrison Street Chandler, AZ 85226	261,000	261,000
Equations Investments, LLC 3329 Rockingham Road North Greensboro, NC 27407	518,900	518,900
Foundation For Innovation in Education, Inc. 1355 Peachtree Street Suite 1150 Atlanta, Georgia 30305 Attention: William Ross	3,263,869	3,263,869
Oswald Anthony Gayle 3065 Goldmist Drive Buford, Georgia 30519	200,000	200,000
KHB Investments, LLC 1201 West Peachtree Street Suite 3250 Atlanta, GA 30309 Attention: Douglas P. Krevolin	261,000	261,000

Exhibit A

Page 1 of 2

Lightmas & Delk 1355 Peachtree Street Suite 1150 Atlanta, Georgia 30305	518,900	518,900
A. Dixon McLeod 2612 Berwick Walk Snellville, Georgia 30078	200,000	200,000
Meshugeneh, LLC 1355 Peachtree Street Suite 1150 Atlanta, Georgia 30305 Attention: Richard Smyth	518,900	518,900
Private Capital Ltd Inc. 3500 Lenox Road Suite 1500 Atlanta, GA 30326 Attention: Daniel W. Hollis	200,000	200,000
Pro-Comm Communications, LLC 2881 Peachtree Rd. NE Suite 2405 Atlanta, GA 30305 Attention: Wayne Shortridge	200,000	200,000
William Ross 784 Patterson Drive Metter, GA 30439	261,000	261,000
Richard P. Smyth 1355 Peachtree Street Suite 1150 Atlanta, Georgia 30305	518,900	518,900
Gerald F. Sullivan 352 Blue Heron Bluff Dawsonville, GA 30534	518,900	518,900
Viraxid Corporation PO Box 2943 Cleveland, GA 30528 Attention: Marcy Gagnon	200,000	200,000

Exhibit A

Page 2 of 2

EXHIBIT B

TO

SECURITIES EXCHANGE AGREEMENT

Certificate of Designation

Omitted in Exhibit 2.1

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EXHIBIT C

TO

SECURITIES EXCHANGE AGREEMENT

Form of Lock Up Agreement

Omitted in Exhibit 2.1

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EXHIBIT D

TO

SECURITIES EXCHANGE AGREEMENT

Form of Stock Restriction Agreement

Omitted in Exhibit 2.1

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EX-3.1(I)

Exhibit 3.1(i)

CERTIFICATE OF DESIGNATION OF

POWERS, PREFERENCES AND RIGHTS OF

SERIES COMMON STOCK

OF

SIBLING ENTERTAINMENT GROUP HOLDINGS, INC.

FIRST:  The name of the corporation is Sibling Entertainment Group Holdings, Inc. (the “Corporation”).

SECOND:  The Certificate of Formation of the Corporation, as amended, provides that (a) the Corporation shall have authority to issue 100,000,000 shares of Common Voting Equity Stock, par value $.0001 per share (the “Common Stock”) and (b) the Board of Directors is authorized to create one or more separate series within any class of stock;

THIRD:  On December 30, 2010, the Board of Directors, pursuant to the authority granted in the Certificate of Formation, and in accordance with Section 21.155 of the Texas Business Organizations Code has passed a resolution creating Series Common Stock and fixing the number of shares to be included in such series, and the powers, designations, preferences, and relative, participating, optional, or other rights, if any, and the qualifications, limitations, or restrictions, if any, which are set forth in their entirety in Appendix I hereto;

FOURTH:  this Certificate of Designation of Powers, Preferences, and Rights of Series Common Stock (the “Certificate of Designation”) has been adopted by all necessary action on the part if the Corporation;

FIFTH:   The Corporation has caused this Certificate of Designation to be signed by Mitchell Maxwell, its Chief Executive Officer, this 30th day of December, 2010.

SIBLING ENTERTAINMENT GROUP HOLDINGS, INC.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer

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APPENDIX 1 

TO

CERTIFICATE OF DESIGNATION OF

POWERS, PREFERENCES AND RIGHTS OF

SERIES COMMON STOCK

OF

SIBLING ENTERTAINMENT GROUP HOLDINGS, INC.

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WHEREAS, the Certificate of Formation of the Corporation, as amended, provides that the Corporation shall have authority to issue 100,000,000 shares of Common Voting Equity Stock, par value $.0001 per share (the “Common Stock”) and authorizes the Board of Directors to issue the Common Stock in one or more Series and to fix for each such series the number of shares to be included in such series, and the powers, designations, preferences, and relative, participating, optional, or other rights, if any, and the qualifications, limitations, or restrictions, if any, of such series;

WHEREAS, the Board of Directors, pursuant to its authority as aforesaid, desires to create and fix the terms of Series Common Stock;

IT IS HEREBY RESOLVED, that a series of 10,000,000 shares of Common Stock of the Corporation designated as “Series Common Stock” be and the same is hereby created;

RESOLVED FURTHER, that the designation, powers, preferences and relative, participating, optional, and other special rights with respect to the Series Common Stock and qualifications, limitations, and restrictions thereof, are as set forth below:

1.           Number of Shares.  The series of Common Stock designated and known as “Series Common Stock” shall consist of 10,000,000 shares.

2.           Dividends and Distributions.

(a)           The holders of Series Common Stock shall be entitled to receive dividends when, as, and if declared by the Board of Directors out of funds legally available for that purpose.

(b)           The Board of Directors may fix a record date for the determination of holders of Series Common Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than thirty (30) days prior to the date fixed for the payment thereof.

(c)           In the event dividends are proposed for payment on Common Stock (other than Series Common Stock), whether in cash or property, the Corporation shall contemporaneously pay a dividend on all outstanding shares of Series Common Stock in a per share amount equal to the product of (a) the per share amount paid or set aside for Common Stock multiplied by (b) the Series Conversion Ratio.

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3.           Voting Rights.

(a)           Each share of Series Common Stock will entitle the holder thereof to a number of votes equal to the Series Conversion Ratio determined as of the record date on all matters submitted to a vote of the stockholders of the Corporation.

(b)           Except as provided in Section 3(c) below, the holders of Common Stock, including the Series Common Stock, shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.

(c)           In addition to any other vote or consent required herein or by law, for so long as any shares of Series Common Stock are outstanding, the vote or written consent of the holders of two-thirds of the Series Common Stock voting together as a separate series shall have the right to approve, adopt, or effect any of the following actions:

(i)             incur, create, authorize, or guarantee any indebtedness, if the aggregate indebtedness of the Corporation and its subsidiaries following such action would exceed $100,000;

(ii)            create or permit to exist any pledge, mortgage, lien, or encumbrance or grant any security interest in the assets, business, or properties of the Corporation or any of its subsidiaries other than those incurred, permitted or granted in the ordinary course of the Corporation’s business;

(iii)           enter into any acquisition of, or any agreement to acquire, any entity, business, or business segment whether by merger, share exchange, purchase of capital stock, purchase of all or substantially all of the assets, consolidation, or similar transaction;

(iv)           authorize, declare, pay, or accrue any dividend or make any distribution with respect to the Corporation’s capital securities;

(v)            redeem, repurchase or otherwise acquire for value (or permit any subsidiary to redeem, repurchase, or acquire for value) any Corporation securities;

(vi)           amend, alter, or repeal any provision of the Corporation’s Certificate of Formation or Bylaws in a manner that results in an adverse change to the rights, preferences, or privileges of the Series Common Stock; or

(vii)          create, accommodate, authorize, issue, or obligate itself to issue any new series of Common Stock.

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4.           Certain Restrictions.  If and whenever dividends are declared on the Series Common Stock, the Corporation shall not declare or pay dividends, or make any other distributions, on any other shares of Common Stock, until all dividends on Series Common Stock that have been declared shall have been paid in full or set aside for payment.

5.           Conversion.

(a)           Upon the vote of the holders of two-thirds of the outstanding Series Common Stock, voting as a separate class, each then outstanding share of Series Common Stock shall automatically convert into a number of shares of Common Stock determined by the formula set forth below:

Where:

C = number of shares of Common Stock issuable upon conversion of one share of Series Common Stock (the “Series Conversion Ratio”).  As of the date of the filing of this Certificate of Designation, the Series Conversion Ratio was 89.68559095.

X = the number of shares of Common Stock outstanding on the date of conversion (excluding the outstanding shares of Series Common Stock).

Y = the number of outstanding shares of Series Common Stock

(b)           Upon conversion of Series Common Stock into Common Stock, each holder of Series Common Stock shall surrender the certificate or certificates Series Common Stock, duly endorsed, at the office of the Company or any transfer agent for the Series Common Stock.  Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled.  No fractional shares of Common Stock shall be issued and in lieu of any fractional share issuable to a holder, the number of shares of Common Stock shall be rounded to the nearest whole share.  Such conversion shall be deemed to have been made at the close of business on the date of the vote for conversion specified in Section 6(a), and the person or entity entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(c)           If at any time or from time to time on or after the filing of this Certificate of Designation, the Common Stock issuable upon the conversion of the Series Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, merger, consolidation, or otherwise or a subdivision or combination of shares or stock dividend provided for elsewhere in this Certificate of Designation, in any such event holders of Series Common Stock shall then have the right to convert such stock into the kind and amount of stock and other securities and property received by holders of Common Stock upon such recapitalization, reclassification, merger, consolidation, or other change.

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EX-10.1

Exhibit 10.1

LOAN ASSIGNMENT AGREEMENT

THIS LOAN ASSIGNMENT AGREEMENT (the “Agreement”) is executed and delivered this 29th day of December, 2010 (the “Closing Date”), by and between Sibling Entertainment Group Holdings, Inc., a  Texas corporation (“SIBE”), Sibling Theatricals, Inc., a _____ corporation (“Borrower”), and SIBE Debt Resolution, LLC, a ___________ limited liability company (the “Company”).

Background

The Company was organized on December __, 2010, for the sole purpose of holding a loan and security agreement (the “Loan Documents”) evidencing a loan made by SIBE to Borrower in the original principal amount of $2,555,000 (the “Loan”) which, pursuant to this Agreement, SIBE is assigning to the Company.  The Loan was made using the proceeds received by SIBE from the sale of $2,555,000 in principal amount of SIBE’s 13% Series AA Secured Convertible Debentures (the “Debentures”).  SIBE intends to transfer all of its ownership interest in the Company to the holders of the Debentures in furtherance of a proposed settlement of the obligations of SIBE due to the holders of Debentures.

Agreement

For and inconsideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree:

Section 1.        Assignment of Loan Documents

Section 1.1        Transfer and Assignment.  SIBE hereby transfers, assigns, conveys, and delivers to the Company the Loan, any and all security interests in the assets of Borrower in favor of the Company, the Loan Documents and all rights of SIBE thereunder, all WITHOUT RECOURSE (collectively, the “Assigned Assets”).  The Assigned Assets constitute substantially all of the assets of SIBE.  SIBE hereby directs Borrower to make all payments in respect of the Loan to the Company and not to SIBE.  SIBE agrees that in the event payments in respect of the Loan are received by SIBE such payments will be turned over to the Company in the form in which they were received by SIBE.

Section 1.2        Consent to Transfer and Assignment.  Borrower hereby acknowledges and reaffirms its obligations under the Loan Documents, confirms that its assets are subject to a first priority security interest created by the Loan Documents, and irrevocably consents to the assignment and transfer of the Loan, the Loan Documents, and the security interest in the assets of Borrower to the Company.  Borrower irrevocably waives and relinquishes any and all defenses to the enforcement of the Loan, the Loan Documents, the perfection, transfer, and foreclosure of the security interest created by the Loan Documents, and payment of the indebtedness evidenced the Loan Documents.

Section 1.3        Assumption of Certain Liabilities.  At the Closing, the Company shall assume, perform, discharge, and become obligated for, commencing and effective from and after the Closing Date, (a) the obligations and liabilities of SIBE arising under the Loan Documents and the Debentures, and (b) the liabilities of SIBE listed on Section 1.2 of the Disclosure Letter delivered to the Company at Closing (the “Assumed Liabilities”).

Section 1.4        Issuance of Shares.  For and in consideration of the transfer of the Assigned Assets, the Company hereby issues and delivers to SIBE a certificate registered in the name of SIBE evidencing 1,000,000 shares of limited liability company membership interests of the Company (the “Shares”).

Section 2.        The Closing

Section 2.1        Closing.  The closing of the contribution to the Company of the Assigned Assets and the assumption of the Assumed Liabilities (the “Closing”) was held at 10:00 o’clock a.m. eastern time on the Closing Date at the offices of SIBE.

Section 2.2        Deliveries at the Closing.  At the Closing:

(a)        The Company delivered the Shares to SIBE against delivery of the Assigned Assets.

(b)        At the Closing, SIBE delivered the Loan Documents duly endorsed for transfer to the Company and such other bills of sale and assignments, as the Company requested, effectively vesting in the Company good and valid title to the Assigned Assets.

Section 3.        Representations and Warranties of SIBE. 

Section 3.1        Organization and Qualification.  SIBE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and has all corporate power and authority to conduct its business, to own, lease, or operate its properties in the places where its business is conducted and such properties are owned, leased, or operated.

Section 3.2        Authority.  SIBE has the full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery, and performance of this Agreement by SIBE has been duly and validly authorized and approved by all necessary action on the part of SIBE, and this Agreement is the legal, valid, and binding obligation of SIBE, enforceable against SIBE in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and to the exercise of judicial discretion in accordance with general equitable principles.

Section 3.3        Consents and Approvals.  Except for the consent of Borrower set forth herein, no authorization, consent, approval, designation or declaration by, or filing with, any public body, governmental authority, bureau, or agency is necessary or required as a condition to the validity of this Agreement and the consummation of the transactions contemplated hereby.

Section 3.4        Assigned Assets.  Except for the security interest in favor of the holders of the Debentures, SIBE has good and marketable title to all of the Assigned Assets, free and clear of all liens, claims, charges, security interests, and other encumbrances of any kind or of any nature.

Section 3.5        Litigation.  Except as set forth in Section 3.5 of the Disclosure Letter, there are no formal or informal complaints, investigations, claims, charges, arbitration, grievances, actions, suits, or proceedings pending, or to the knowledge of SIBE threatened against, or affecting SIBE, or any of the Assigned Assets at law or in equity or admiralty, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign.  SIBE is not subject to any order, writ, injunction, or decree of any federal, state, municipal court, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, affecting the Assigned Assets or SIBE.

Section 3.6        Brokers and Finders.  SIBE has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the transactions contemplated hereby.

Section 3.7        Correctness of Representations.  To the best of its knowledge, no representation or warranty of SIBE in this Agreement or in any exhibit or Disclosure Letter attached hereto or furnished to the Company hereunder contains any untrue statement of fact, or omits to state any fact necessary in order to make the statements contained therein not misleading.  True copies of all mortgages, indentures, notes, leases, agreements, plans, contracts, and other instruments listed on or referred to in the Disclosure Letter delivered or furnished to the Company pursuant to this Agreement have been delivered to the Company.

Section 4.        Representations and Warranties of the Company.

Section 4.1        Organization and Qualification.  The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of _________ and has all limited liability company power and authority to conduct its business, to own, lease, or operate its properties in the places where such business is conducted and such properties are owned, leased, or operated.

Section 4.2        Authority.  The Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery, and performance of this Agreement by the Company has been duly and validly authorized and approved by all necessary action on the part of the Company, and this Agreement is the legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by the exercise of judicial discretion in accordance with equitable principles.  Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will: (a) violate the Company’s Operating Agreement, (b) violate any provisions of law or any order of any court or any governmental unit to which the Company is subject, or by which its Assigned Assets are bound, or (c) conflict with, result in a breach of, or constitute a default under any indenture, mortgage, lease, agreement, or other instrument to which the Company is a party or by which it or its assets or properties are bound.

Section 4.3        Capitalization.  Immediately prior to the Closing Date, no limited liability company membership interest was outstanding.  Other than as contemplated by this Agreement, there is no subscription right, option, warrant, convertible security, or other right (contingent or other) presently outstanding, for the purchase, acquisition, or sale of any securities of the Company.  At Closing there will be no agreements purporting to restrict the transfer of the Company’s limited liability company membership interests, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the limited liability company membership interests, and none of the limited liability company membership interest are currently pledged or held as security by any person or entity.

Section 4.4        No Assets or Liabilities.  Immediately prior to Closing, the Company had no assets, liabilities, or business operations.  By virtue of this Agreement, at Closing the Company will hold the Loan and the Loan Documents.

Section 4.5        Litigation.  There is no suit, action, proceeding, claim, or investigation pending, or, to the Company’s knowledge, threatened, against the Company on the Assigned Assets, business, goodwill, or financial condition of the Company or which would prevent the Company from consummating the transactions contemplated by this Agreement.

Section 4.6        Brokers and Finders.  Neither the Company nor any affiliate of the Company has incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the transactions contemplated by this Agreement.

Section 4.7        Governmental Approval and Consents.  No consent, approval, or authorization of or declaration, filing, or registration with any governmental or regulatory authority is required in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby.

Section 4.8        Correctness of Representations.  No representation or warranty of the Company in this Agreement or in any exhibit, certificate, or schedule attached hereto or furnished pursuant hereto contains, or on the Closing Date will contain, any untrue statement of fact or omits or, on the Closing Date, will omit, to state any fact necessary in order to make the statements contained herein or therein not misleading, and all such statements, representations, warranties, exhibits, and certificates shall be true and complete on and as of the Closing Date as though made on that date.

Section 5.        Representations and Warranties of Borrower.

Section 5.1        Organization and Qualification.  Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of __________ and has all corporate power and authority to conduct its business, to own, lease, or operate its properties in the places where its business is conducted and such properties are owned, leased, or operated.

Section 5.2        Authority.  Borrower has the full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery, and performance of this Agreement by Borrower has been duly and validly authorized and approved by all necessary action on the part of Borrower, and this Agreement is the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and to the exercise of judicial discretion in accordance with general equitable principles.

Section 6.        Indemnification

For the purposes of this Section 6, “Losses” shall mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, reasonable attorneys' and other professional fees and expenses.

Section 6.1        Agreement of the Company to Indemnify SIBE. 

Subject to the terms and conditions of this Section 6, Borrower and the Company shall indemnify, defend, and hold harmless SIBE, against, from, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by SIBE by reason of, resulting from, based upon, or arising out of the Loan, the Loan Documents, and the offer, sale, and issuance of the Debentures.

Section 7.        General Provisions

Section 7.1        Notice.  All notices, requests, demands, and other communications hereunder shall be in writing and shall be delivered by hand or mailed by first class registered or certified mail, return receipt requested, first class postage prepaid, or by simultaneous telefax, as follows:

(a)	If to the Company:	SIBE Debt Resolution, LLC
		Attention:
(b)	If to SIBE:	Sibling Entertainment Group Holdings, Inc.
		333 Hudson Street
		Suite 207
		New York, NY 10013
		Attention:  Chief Executive Officer
(c)	If to Borrower:	Sibling Theatricals, Inc.
		Attention:  _____________
		Telephone: (___) ___-____
		Facsimile:  (___) ___-____

Any party may change the address to which notices are to be sent to it by giving written notice of such change of address to the other parties in the manner above provided for giving notice.  If delivered personally, the date on which a notice, request, instruction or document is delivered shall be the date on which such delivery is made, and if delivered by mail, the date on which such notice, request, instruction, or document is received shall be the date of delivery.

Section 7.2        Assignment; Binding Effect.   This Agreement shall be binding upon the parties hereto and their respective successors, permitted assigns and permitted transferees.  SIBE may not assign its rights or delegate its obligations hereunder without the Company’s consent, which shall not be unreasonably withheld.

Section 7.3        Headings.  The Section, subsection, and other headings in this Agreement are inserted solely as a matter of convenience and for reference, and are not a part of this Agreement.

Section 7.4        Counterparts.   This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one counterpart has been signed by each party and delivered to the other party hereto.

Section 7.5        Governing Law.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court or Federal court sitting in Fulton County, Georgia (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each Party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

Section 7.6        Partial Invalidity.   Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision or provisions had never been contained herein unless the deletion of such provision or provisions would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.

Section 7.7        Survival.  The covenants, representations, warranties, and agreements contained herein shall survive the Closing of the transactions contemplated herein, for the length of time that the Company or SIBE, as the case may be, may assert an indemnification for a breach or violation of such covenant, representation, warranty, or agreement pursuant to Section hereof.

IN WITNESS WHEREOF, SIBE and the Company have caused this Agreement to be executed and delivered as of the date first above written.

Sibling Entertainment Group Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Sibling Theatricals, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
SIBE Debt Resolution, LLC
By:	/s/ Mitchell Maxwell
Name:	Mitchell Maxwell
Title:	Managing Partner

EX-10.2

Exhibit 10.2

CONVERSION AGREEMENT

November 12, 2010

Sibling Entertainment Group Holdings, Inc.

333 Hudson Street

Suite 207

New York, NY 10013

Attention: Mitchell Maxwell

Re:           SONA 13% Series AA Secured Convertible Debentures, AA-1 Warrants, and AA-2 Warrants

Gentlemen:

The undersigned (the “Holder”), is a party to a Subscription Agreement dated ____________________ (the “Purchase Agreement”) with Sibling Entertainment Group Holdings, Inc. formerly known as Sona Development Corp. (“SIBE”) pursuant to which Holder purchased from SIBE, _____________ Units, at price of $10,000 per Unit, with each unit consisting of (a) a 13% interest bearing secured promissory note in the principal amount of $10,000 (the “Debenture”), (b) a five year warrant to purchase 10,000 shares of SIBE common stock at an exercise price of $1.00 per share (the “AA-1 Warrant”), and (c) a five year warrant to purchase 10,000 shares of SIBE common stock at an exercise price of $2.50 per share (the “AA-2 Warrant”, and together with the Purchase Agreement, the Debenture, and the AA-1 Warrant, are sometimes collectively referred to as the “Debenture Transaction Documents”).

1.            You have informed me that:

(a)        The proceeds from the sale of the debentures were loaned to Sibling Theatricals, Inc. (the “Theatricals Loan”).  The collectability of the Theatricals loan is in doubt.

(b)       SIBE intends to acquire Newco4education, LLC (the “Acquisition”).  SIBE believes that Newco4education, LLC has the management expertise, know-how, and intellectual property that would permit SIBE to manage and operate charter schools.

(c)        The Acquisition is conditioned, among other things, upon:

(i) the conversion of all outstanding Debentures, AA-1 Warrants, and AA-2 Warrants into approximately 1,052,632shares of Series B Common Stock, having the terms set forth on Exhibit A hereto, and

(ii) the transfer and conveyance of all of SIBE’s interest in the Theatricals Loanto a newly organized limited liability company (the “Company”), pursuant to a Loan Assignment Agreement in substantially the form of Exhibit B hereto for the benefit of the holders of the Debentures and the distribution of the membership interests in the Compnay pro rata to the holders of the Debentures; and

(iii) the execution and delivery by each of the holders of the Debentures of this Agreement.

(d)       The Series B Common Stock issued to the holders of all of the Debentures will convert into 10% of the issued and outstanding common stock on the date of conversion.

2.           Holder hereby irrevocably converts all Debentures, AA-1 Warrants, and AA-2 Warrants registered in the name of Holder into __________________ shares of SIBE’s Series B Common Stock and a ______ % limited liability company membership interest of the Company (collectively, the “Conversion Shares”), effective on the day before the closing of the Acquisition, currently anticipated to be November 30, 2010 (the “Anticipated Closing Date”).  If the closing of the Acquisition occurs after the Anticipated Closing Date, no additional interest shall accrue under the Debentures and no change shall be made in the number of Conversion Shares issued to Holder.

3.           Holder hereby irrevocably accepts delivery of the Conversion Shares in full payment, accord, and satisfaction of the Debentures, the AA-1 Warrants, the AA-2 Warrants, and all obligations of SIBE due Holder under the Debenture Transaction Documents, and any other document or instrument held by Holder.  Holder acknowledges and agrees that upon delivery of the Conversion Shares: (i) SIBE will no longer be indebted to Holder, (ii) any security interest in the assets of SIBE related to the Debentures is released, extinguished, and terminated, (iii) SIBE will have no further obligations to Holder under the Debentures, the AA-1 Warrants, and the AA-2 Warrants, and (iv) that each of the Debenture Transaction Documents will be terminated and of no further force and effect.

4.           Effective upon delivery of the Conversion Shares to Holder, Holder releases, acquits, and forever discharges SIBE, and its past, present, and future officers, directors, partners, agents, employees, attorneys, heirs, successors, assigns, parents, subsidiaries, affiliates, and representatives (collectively, the “Releasees”) of and from any and all actions, causes of action, claims, suits, damages, judgments, and demands whatsoever in law and/or equity, known or unknown, accrued or unaccrued, suspected or unsuspected, fixed or contingent, liquidated or unliquidated, matured or unmatured, developed or undeveloped, discoverable or undiscoverable, which Holder had, now has, or may later have or claim to have, against the Releasees, or any of them, involving or arising out of any act or failure to act, or any transaction, event, circumstance, occurrence, or state of facts, which existed, occurred, or transpired, or which is alleged to have existed, occurred, or transpired, at any time from the beginning of time through and including the date Holder receives the Conversion Shares, including without limitation, all matters arising out of or related to the offer, sale, and issuance of the Units, the Debenture Transaction Documents, the Theatricals Loan, this Agreement, the Acquisition, and all other matters whatsoever which have or allegedly have occurred or transpired from the beginning of time through and including the date Holder receives the Conversion Shares, excluding only the rights of Holder to receive the Conversion Shares as provided pursuant to this Agreement.

5.           From the date of this Agreement until December 31, 2010, and forever after the delivery of the Conversion Shares, Holder covenants and agrees not to sue the Releasees or any of them with respect to any matter within the scope of the release in this Agreement.  Holder agrees to indemnify each of the Releasees for all costs or expenses, including attorneys’ fees, incurred by such Releasee in the defense of such suit.

6.           Holder agrees to execute and deliver such other documents and instruments to evidence the termination of the obligations of SIBE under the Debentures and the Debenture Transaction Documents, without any additional consideration therefor, as SIBE may reasonably request.

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7.           The Conversion Shares being acquired by Holder will be acquired for Holder's own account without the participation of any other person, with the intent of holding the Conversion Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Conversion Shares and not with a view to, or for resale in connection with, any distribution of the Conversion Shares, nor is Holder aware of the existence of any distribution of the Conversion Shares.  Holder has such knowledge and experience in financial tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in SIBE and the Company and of protecting Holder’s interests in connection with this transaction.  Holder recognizes and acknowledges that its investment in SIBE and the Company involves a high degree of risk.  Holder is able to bear the economic risks of the investment in the Conversion Shares, including the risk of a complete loss of Holder's investment therein.  Holder understands and agrees that the Conversion Shares will be issued and sold to Holder without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder.  The Conversion Shares cannot be offered for sale, sold or transferred by Holder other than pursuant to: (A) an effective registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions.  The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to Holder’s compliance with such laws.  Holder has had the opportunity to ask questions of and receive answers from the Company and any person acting on its behalf and to obtain all material information reasonably available with respect to SIBE and the Company and their respective affairs.  Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933

8.           Holder has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Holder’s own legal counsel and investment and tax advisors.  Holder is relying solely on such counsel and advisors and not on any statements or representations of SIBE or the Company or any of its or their representatives or agents, for legal, tax, or investment advice with respect to this Agreement, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.  Holder acknowledges that Krevolin & Horst, LLC are attorneys for Newco4education, LLC and not SIBE, the Company, or Holder..

9.           Holder has full power and authority to execute, deliver, and perform this Agreement without the consent or approval of any other person that has not been obtained on or prior to the date hereof.  This Agreement is the legal, binding, and valid obligation of Holder, enforceable against Holder in accordance with its terms.

10.           This Agreement and the rights of SIBE and Holder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

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Holder Name	_____________________________________________________________________
Holder Address:	_____________________________________________________________________
	_____________________________________________________________________
	_____________________________________________________________________
Holder Telephone:	_____________________________________________________________________
Holder Email Address:

IN WITNESS WHEROF, the undersigned hereby executes and delivers this Agreement as of this __ day of November, 2010.

		Holder Signature - Individual
		Holder Signature - Entity
		By:
		Name:
		Title:
ACCEPTED this __ day of November, 2010.
Sibling Entertainment Group Holdings, Inc.
By:
	Mitchell Maxwell, Chief Executive Officer

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EXHIBIT A

TO

CONVERSION AGREEMENT

Certificate of Designation of Series Common Stock

Omitted in Exhibit 10.2

EXHIBIT B

TO

CONVERSION AGREEMENT

Loan Assignment Agreement

Omitted in Exhibit 10.2

EX-10.3

Exhibit 10.3

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into this 30th day of December, 2010, by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and MITCHELL MAXWELL, a resident of the State of New York (“Stockholder”).

 Background

Stockholder is the holder of shares of Common Stock of SIBE.  Stockholder has been informed that SIBE intends to acquire all of the limited liability outstanding limited liability company membership interests of Newco4Education, LLC (“N4E”) from the holders thereof (the “Sellers”) pursuant to a Securities Exchange Agreement (the “Exchange Agreement”) and that the Sellers have conditioned their obligations to enter into and perform the Exchange Agreement, among other things upon the execution and delivery of this Agreement by Stockholder.

Agreement

For and inconsideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree:

1.            Stockholder represents and warrants that Stockholder owns of record the shares of SIBE Common Stock listed on Exhibit A under the caption “Direct Ownership” and has an interest in the shares of SIBE Common Stock listed on Exhibit A under the caption “Indirect Ownership” by virtue of beneficial or joint ownership with another person specified on Exhibit A, or by virtue of Stockholder’s direct or indirect ownership of another entity that owns the shares of SIBE Common Stock (the SIBE Common Stock listed on Exhibit A is the “Declared Stock”).

2.            Except as listed on Exhibit A, Stockholder does not directly, indirectly, or beneficially own (a) any SIBE Common Stock, any options, warrants, or rights to purchase SIBE Common Stock, or (b) any interest in any other person or entity that holds directly, indirectly, or beneficially any SIBE Common Stock, or any options, warrants, or rights to purchase SIBE Common Stock.

3.            Stockholder, individually and on behalf of all entities owned or controlled directly or indirectly by Stockholder, hereby covenants and agrees that, without the prior written consent of SIBE, Stockholder and all entities owned or controlled directly or indirectly, by Stockholder will not at any time following the Closing Date directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any shares of SIBE Common Stock, any options, rights or warrants to purchase any shares of SIBE Common Stock, or any other securities convertible into or exchangeable for shares of SIBE Common Stock owned directly by Stockholder or with respect to which Stockholder has the power of disposition, provided however that with respect to the Declared Stock:

(i)           10% of the Declared Stock shall be released from the restrictions of this Agreement upon the filing of Form 8K announcing the acquisition of Newco4Education I, LLC;

(ii)           20% of the Declared Stock shall be released from the restrictions of this Agreement upon the filing of Form 10K for the fiscal year ended December 31, 2009;

(iii)           20% of the Declared Stock shall be released from the restrictions of this Agreement upon the filing of all Form 10Q’s then required to bring SIBE current in its quarterly filings;

(iv)           50% of the Declared Stock shall be released from the restrictions of this Agreement 30 days after the filing of Form 10K for the fiscal year ended December 31, 2010;

4.            Stockholder understands and agrees that stop transfer instructions may be given by SIBE in its discretion to its transfer agent with respect to Stockholder's shares of SIBE Common Stock for the purpose of facilitating enforcement of the agreements herein, and that in SIBE's discretion there may be placed on the certificates for such shares, or any substitution thereof, a legend stating in substance:

the shares represented by this certificate may only be transferred in accordance with the terms of the lock-up agreement between the registered holder hereof and sibling entertainment group holdings, inc., a copy of which agreement is on file at the principal offices of sibling entertainment group holdings, inc.

5.            Stockholder has full power and capacity to execute this Agreement and to make the representations, warranties and agreements herein.  This Agreement shall be binding upon and enforceable against Stockholder's administrators, executors, representatives, heirs and successors and any pledgee holding Stockholder's shares of SIBE Common Stock.

6.            Stockholder has carefully read and understands this Agreement and its requirements and other applicable limitations upon the sale, transfer or other disposition of Stockholder's shares of SIBE Common Stock and Stockholder's rights to acquire any such stock and, to the extent Stockholder felt necessary, discussed this Agreement and its requirements with Stockholder’s counsel.

7.            In the event the transactions contemplated by the Exchange Agreement are not consummated within thirty (30) days after the date of this Agreement, this Agreement shall terminate and be of no further force and effect.

8.            This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate federal or state court sitting in Fulton County, Georgia (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Sibling Entertainment Group Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Stockholder
/s/ Mitchell Maxwell
Mitchell Maxwell

EX-10.4

Exhibit 10.4

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into this 30th day of December, 2010, by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and RAY MEYERS, a resident of the State of ___________ (“Stockholder”).

Background

Stockholder is the holder of shares of Common Stock of SIBE.  Stockholder has been informed that SIBE intends to acquire all of the limited liability outstanding limited liability company membership interests of Newco4Education I, LLC (“N4E”) from the holders thereof (the “Sellers”) pursuant to a Securities Exchange Agreement (the “Exchange Agreement”) and that the Sellers have conditioned their obligations to enter into and perform the Exchange Agreement, among other things upon the execution and delivery of this Agreement by Stockholder.

Agreement

For and inconsideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree:

1.            Stockholder represents and warrants that Stockholder owns of record the shares of SIBE Common Stock listed on Exhibit A under the caption “Direct Ownership” and has an interest in the shares of SIBE Common Stock listed on Exhibit A under the caption “Indirect Ownership” by virtue of beneficial or joint ownership with another person specified on Exhibit A, or by virtue of Stockholder’s direct or indirect ownership of another entity that owns the shares of SIBE Common Stock (the SIBE Common Stock listed on Exhibit A is the “Declared Stock”).

2.            Except as listed on Exhibit A, Stockholder does not directly, indirectly, or beneficially own (a) any SIBE Common Stock, any options, warrants, or rights to purchase SIBE Common Stock, or (b) any interest in any other person or entity that holds directly, indirectly, or beneficially any SIBE Common Stock, or any options, warrants, or rights to purchase SIBE Common Stock.

3.            Stockholder, individually and on behalf of all entities owned or controlled directly or indirectly by Stockholder, hereby covenants and agrees that, without the prior written consent of SIBE, Stockholder and all entities owned or controlled directly or indirectly, by Stockholder will not at any time following the Closing Date directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any shares of SIBE Common Stock, any options, rights or warrants to purchase any shares of SIBE Common Stock, or any other securities convertible into or exchangeable for shares of SIBE Common Stock owned directly by Stockholder or with respect to which Stockholder has the power of disposition, provided however that 50% of the Declared Stock shall not be subject to the restrictions imposed by this Agreement and:

(i)           5% of the Declared Stock shall be released from the restrictions of this Agreement upon the filing of Form 8K announcing the acquisition of Newco4Education I, LLC;

(ii)           25% of the Declared Stock shall be released from the restrictions of this Agreement upon the filing of Form 10K for the fiscal year ended December 31, 2009;

(iii)           10% of the Declared Stock shall be released from the restrictions of this Agreement upon the filing of all Form 10Q’s then required to bring SIBE current in its quarterly filings; and

(iv)           10% of the Declared Stock shall be released from the restrictions of this Agreement 30 days after the filing of Form 10K for the fiscal year ended December 31, 2010.

4.            Stockholder understands and agrees that stop transfer instructions may be given by SIBE in its discretion to its transfer agent with respect to Stockholder's shares of SIBE Common Stock for the purpose of facilitating enforcement of the agreements herein, and that in SIBE's discretion there may be placed on the certificates for such shares, or any substitution thereof, a legend stating in substance:

the shares represented by this certificate may only be transferred in accordance with the terms of the lock-up agreement between the registered holder hereof and sibling entertainment group holdings, inc., a copy of which agreement is on file at the principal offices of sibling entertainment group holdings, inc.

5.            Stockholder has full power and capacity to execute this Agreement and to make the representations, warranties and agreements herein.  This Agreement shall be binding upon and enforceable against Stockholder's administrators, executors, representatives, heirs and successors and any pledgee holding Stockholder's shares of SIBE Common Stock.

6.            Stockholder has carefully read and understands this Agreement and its requirements and other applicable limitations upon the sale, transfer or other disposition of Stockholder's shares of SIBE Common Stock and Stockholder's rights to acquire any such stock and, to the extent Stockholder felt necessary, discussed this Agreement and its requirements with Stockholder’s counsel.

7.            In the event the transactions contemplated by the Exchange Agreement are not consummated within thirty (30) days after the date of this Agreement, this Agreement shall terminate and be of no further force and effect.

8.            This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate federal or state court sitting in Fulton County, Georgia (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Sibling Entertainment Group Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Stockholder
/s/ Ray Meyers
Ray Meyers

EX-10.5

Exhibit 10.5

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and GERRY L. BEDORE, JR., a resident of the State of Arizona (“Holder”).

Agreement

For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

1.         Definitions

The following capitalized terms are used in this Agreement with the meanings thereafter ascribed.

“Effective Date of Termination” means the effective date of Termination of Employment as determined in good faith by the Board of Directors based upon the facts and circumstances including the dates set forth in any notice of termination provided by SIBE or Holder, and if no notice of termination is given by SIBE or Holder, the date on which such Holder last performs the duties or services of Holder’s employment or other relationship with SIBE, as determined by the Board of Directors.  The determination of the Board of Directors is final, binding, and nonappealable.

“Employment” means the relationship between Holder and SIBE (or its parents or subsidiaries) pursuant to which Holder provides services to SIBE (or its parents or subsidiaries) as a consultant, employee, director, or any other capacity in which Holder receives compensation from SIBE (or its parents or subsidiaries) for services rendered.

“Holding Period” means a period of ninety (90) days that commences on the Effective Date of Termination.

“Price” means the aggregate purchase price for all Restricted Subject Shares of $1.00, regardless of the number of Restricted Subject Shares purchased.

“Subject Shares” means 261,000 shares of Series Common Stock of SIBE held by Holder on the date of this Agreement and any securities issued upon conversion or replacement thereof.

“Termination of Employment” means the termination of the Employment Holder.  Such termination may be for any reason, including, without limitation, a termination by resignation, termination with Cause, discharge, death, disability, or retirement.  The Board of Directors shall, in its absolute discretion, determine the effect of all matters and questions relating to Termination of Employment, and such determination shall be conclusive, final, binding, and nonappealable.

-1-

2.         Restrictions.

2.1.         Company’s Right to Repurchase Restricted Subject Shares.

(a)           Upon Termination of Employment of Holder prior to the 2nd anniverary of the Effective Date, SIBE shall have the sole option and right, during the Holding Period to purchase all Restricted Subject Shares for the Price.  For purposes of this Agreement: “Restricted Subject Shares” as of any particular date means the number of Subject Shares minus the number of Unrestricted Subject Shareson such date; and “Unrestricted Subject Shares” as of any particular date means the number of Subject Shares multiplied by the applicable percentage from the table below for the applicable time period.

Date	Percentage of Subject Shares which are Unrestricted Subject Shares
From the Effective Date until the day before the 1st anniversary of the Effective Date		33.00	%
From the 1st anniversary of the Effective Date until the day before the 2nd anniversary of the Effective Date		66.66	%
From and after the 2nd anniversary of the Effective Date		100.00	%

(b)           If SIBE elects to exercise its right to purchase Restricted Subject Shares pursuant to this Section 2.1, SIBE shall give written notice of such election to Holder (or the personal representative, executor, or administrator of Holder, as the case may be).  The closing of any purchase of Restricted Subject Shares pursuant to Section 2.1 shall take place at the principal office of SIBE not earlier than thirty (30), nor later than forty-five (45) days after the date of SIBE’s written notice of its election to exercise its right to purchase such Restricted Subject Shares.

(c)           At the closing of any purchase of Restricted Subject Shares pursuant to Section 2.1, Holder shall deliver all certificates representing the Restricted Subject Shares to be purchased, properly endorsed for transfer, and SIBE shall pay Holder the Price.

2.2.         Restriction on Holder’s Right to Transfer the Restricted Subject Shares.

Holder shall not sell, assign, transfer, grant options to purchase, or hypothecate Restricted Subject Shares, without the prior approval of the Board of Directors.

3.         Miscellaneous.

3.1.         Legends.Each certificate evidencing Subject Shares shall bear the following legends:

On the face of the certificate:

“transfer of the shares evidenced by this certificate is restricted in accordance with conditions printed on the reverse of this certificate.”

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On the reverse:

“the shares evidenced by this certificate are subject to, and transferable only in accordance with, that certain stock restriction agreement, a copy of which is on file at the principal office of the issuer.  no transfer or pledge of the shares evidenced hereby may be made except in accordance with, and subject to, the provisions of said agreement.”

“shares of stock represented by this certificate have been acquired by the holder for investment purposes only and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with or exempt from such laws, and upon evidence satisfactory to the issuer of compliance with or exemption from such laws, as to which the issuer may rely upon an opinion of counsel satisfactory to the issuer.”

Holder agrees upon request to promptly surrender the certificates representing Subject Shares to SIBE so that SIBE may affix the foregoing legends thereto.

3.2.             Governing Laws.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

3.3.             No Employment Right.  This Agreement shall not be construed as giving Holder the right to any continued employment, or other relationship, with SIBE.

3.4.             Successors.  This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

3.5.             Notice.  Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

3.6.             Severability.  In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

-3-

3.7.             Entire Agreement.  This Agreement expresses the entire understanding and agreement of the parties with respect to the transactions contemplated herein and the subject matter described herein.

3.8.             Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

3.9.             Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and a temporary or permanent injunction without showing any actual damage, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

3.10.           Construction.  The language used in this Agreement, including the documents, instruments, agreements, exhibits, schedules, and annexes hereto will be deemed to be language chosen by the parties to express their mutual intent, and no rule of strict construction shall be implied against any party.

3.11.           Amendment.  This Agreement may be amended, supplemented, and modified only by a written instrument duly executed by the parties hereto.

3.12.           Waiver.  The failure of any party hereto to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same.  No waiver by any party hereto of any provisions or of any breach of any provisions of this Agreement shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision or breach of any other provision of this Agreement.  No waiver of any provision or any breach of any provision of this Agreement shall be valid or binding on the parties hereto unless made in a writing signed by an authorized representative of the party against whom the same is sought to be enforced.

3.13.           Further Assurance.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.14.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

-4-

Sibling Group Entertainment Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Holder
/s/ Gerry L. Bedore, Jr.
Gerry L. Bedore, Jr.

-5-

EX-10.6

Exhibit 10.6

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and TIMOTHY G. DRAKE, a resident of the State of Arizona (“Holder”).

Agreement

For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

1.         Definitions

The following capitalized terms are used in this Agreement with the meanings thereafter ascribed.

“Effective Date of Termination” means the effective date of Termination of Employment as determined in good faith by the Board of Directors based upon the facts and circumstances including the dates set forth in any notice of termination provided by SIBE or Holder, and if no notice of termination is given by SIBE or Holder, the date on which such Holder last performs the duties or services of Holder’s employment or other relationship with SIBE, as determined by the Board of Directors.  The determination of the Board of Directors is final, binding, and nonappealable.

“Employment” means the relationship between Holder and SIBE (or its parents or subsidiaries) pursuant to which Holder provides services to SIBE (or its parents or subsidiaries) as a consultant, employee, director, or any other capacity in which Holder receives compensation from SIBE (or its parents or subsidiaries) for services rendered.

 “Holding Period” means a period of ninety (90) days that commences on the Effective Date of Termination.

“Price” means the aggregate purchase price for all Restricted Subject Shares of $1.00, regardless of the number of Restricted Subject Shares purchased.

“Subject Shares” means 261,000 shares of Series Common Stock of SIBE held by Holder on the date of this Agreement and any securities issued upon conversion or replacement thereof.

“Termination of Employment” means the termination of the Employment Holder.  Such termination may be for any reason, including, without limitation, a termination by resignation, termination with Cause, discharge, death, disability, or retirement.  The Board of Directors shall, in its absolute discretion, determine the effect of all matters and questions relating to Termination of Employment, and such determination shall be conclusive, final, binding, and nonappealable.

-1-

2.         Restrictions.

2.1.         Company’s Right to Repurchase Restricted Subject Shares.

(a)           Upon Termination of Employment of Holder prior to the 2nd anniverary of the Effective Date, SIBE shall have the sole option and right, during the Holding Period to purchase all Restricted Subject Shares for the Price.  For purposes of this Agreement: “Restricted Subject Shares” as of any particular date means the number of Subject Shares minus the number of Unrestricted Subject Shareson such date; and “Unrestricted Subject Shares” as of any particular date means the number of Subject Shares multiplied by the applicable percentage from the table below for the applicable time period.

Date	Percentage of Subject Shares which are Unrestricted Subject Shares
From the Effective Date until the day before the 1st anniversary of the Effective Date		33.00	%
From the 1st anniversary of the Effective Date until the day before the 2nd anniversary of the Effective Date		66.66	%
From and after the 2nd anniversary of the Effective Date		100.00	%

(b)           If SIBE elects to exercise its right to purchase Restricted Subject Shares pursuant to this Section 2.1, SIBE shall give written notice of such election to Holder (or the personal representative, executor, or administrator of Holder, as the case may be).  The closing of any purchase of Restricted Subject Shares pursuant to Section 2.1 shall take place at the principal office of SIBE not earlier than thirty (30), nor later than forty-five (45) days after the date of SIBE’s written notice of its election to exercise its right to purchase such Restricted Subject Shares.

(c)           At the closing of any purchase of Restricted Subject Shares pursuant to Section 2.1, Holder shall deliver all certificates representing the Restricted Subject Shares to be purchased, properly endorsed for transfer, and SIBE shall pay Holder the Price.

2.2.         Restriction on Holder’s Right to Transfer the Restricted Subject Shares.

Holder shall not sell, assign, transfer, grant options to purchase, or hypothecate Restricted Subject Shares, without the prior approval of the Board of Directors.

3.         Miscellaneous.

3.1.         Legends.  Each certificate evidencing Subject Shares shall bear the following legends:

On the face of the certificate:

“transfer of the shares evidenced by this certificate is restricted in accordance with conditions printed on the reverse of this certificate.”

-2-

On the reverse:

“the shares evidenced by this certificate are subject to, and transferable only in accordance with, that certain stock restriction agreement, a copy of which is on file at the principal office of the issuer.  no transfer or pledge of the shares evidenced hereby may be made except in accordance with, and subject to, the provisions of said agreement.”

“shares of stock represented by this certificate have been acquired by the holder for investment purposes only and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with or exempt from such laws, and upon evidence satisfactory to the issuer of compliance with or exemption from such laws, as to which the issuer may rely upon an opinion of counsel satisfactory to the issuer.”

Holder agrees upon request to promptly surrender the certificates representing Subject Shares to SIBE so that SIBE may affix the foregoing legends thereto.

3.2.         Governing Laws.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

3.3.         No Employment Right.  This Agreement shall not be construed as giving Holder the right to any continued employment, or other relationship, with SIBE.

3.4.         Successors.  This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

3.5.         Notice.  Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

3.6.         Severability.  In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

-3-

3.7.         Entire Agreement.  This Agreement expresses the entire understanding and agreement of the parties with respect to the transactions contemplated herein and the subject matter described herein.

3.8.         Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

3.9.         Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and a temporary or permanent injunction without showing any actual damage, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

3.10.       Construction.  The language used in this Agreement, including the documents, instruments, agreements, exhibits, schedules, and annexes hereto will be deemed to be language chosen by the parties to express their mutual intent, and no rule of strict construction shall be implied against any party.

3.11.       Amendment.  This Agreement may be amended, supplemented, and modified only by a written instrument duly executed by the parties hereto.

3.12.       Waiver.  The failure of any party hereto to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same.  No waiver by any party hereto of any provisions or of any breach of any provisions of this Agreement shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision or breach of any other provision of this Agreement.  No waiver of any provision or any breach of any provision of this Agreement shall be valid or binding on the parties hereto unless made in a writing signed by an authorized representative of the party against whom the same is sought to be enforced.

3.13.       Further Assurance.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.14.       Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

-4-

Sibling Group Entertainment Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Holder
/s/ Timothy G. Drake
Timothy G. Drake

-5-

EX-10.7

Exhibit 10.7

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and OSWALD ANTHONY GAYLE, a resident of the State of Georgia (“Holder”).

Agreement

For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

1.         Definitions

The following capitalized terms are used in this Agreement with the meanings thereafter ascribed.

“Effective Date of Termination” means the effective date of Termination of Employment as determined in good faith by the Board of Directors based upon the facts and circumstances including the dates set forth in any notice of termination provided by SIBE or Holder, and if no notice of termination is given by SIBE or Holder, the date on which such Holder last performs the duties or services of Holder’s employment or other relationship with SIBE, as determined by the Board of Directors.  The determination of the Board of Directors is final, binding, and nonappealable.

“Employment” means the relationship between Holder and SIBE (or its parents or subsidiaries) pursuant to which Holder provides services to SIBE (or its parents or subsidiaries) as a consultant, employee, director, or any other capacity in which Holder receives compensation from SIBE (or its parents or subsidiaries) for services rendered.

“Holding Period” means a period of ninety (90) days that commences on the Effective Date of Termination.

“Price” means the aggregate purchase price for all Restricted Subject Shares of $1.00, regardless of the number of Restricted Subject Shares purchased.

“Subject Shares” means 200,000 shares of Series Common Stock of SIBE held by Holder on the date of this Agreement and any securities issued upon conversion or replacement thereof.

“Termination of Employment” means the termination of the Employment Holder.  Such termination may be for any reason, including, without limitation, a termination by resignation, termination with Cause, discharge, death, disability, or retirement.  The Board of Directors shall, in its absolute discretion, determine the effect of all matters and questions relating to Termination of Employment, and such determination shall be conclusive, final, binding, and nonappealable.

-1-

2.         Restrictions.

2.1.         Company’s Right to Repurchase Restricted Subject Shares.

(a)           Upon Termination of Employment of Holder prior to the 2nd anniverary of the Effective Date, SIBE shall have the sole option and right, during the Holding Period to purchase all Restricted Subject Shares for the Price.  For purposes of this Agreement: “Restricted Subject Shares” as of any particular date means the number of Subject Shares minus the number of Unrestricted Subject Shareson such date; and “Unrestricted Subject Shares” as of any particular date means the number of Subject Shares multiplied by the applicable percentage from the table below for the applicable time period.

Date	Percentage of Subject Shares which are Unrestricted Subject Shares
From the Effective Date until the day before the 1st anniversary of the Effective Date		33.00	%
From the 1st anniversary of the Effective Date until the day before the 2nd anniversary of the Effective Date		66.66	%
From and after the 2nd anniversary of the Effective Date		100.00	%

(b)           If SIBE elects to exercise its right to purchase Restricted Subject Shares pursuant to this Section 2.1, SIBE shall give written notice of such election to Holder (or the personal representative, executor, or administrator of Holder, as the case may be).  The closing of any purchase of Restricted Subject Shares pursuant to Section 2.1 shall take place at the principal office of SIBE not earlier than thirty (30), nor later than forty-five (45) days after the date of SIBE’s written notice of its election to exercise its right to purchase such Restricted Subject Shares.

(c)           At the closing of any purchase of Restricted Subject Shares pursuant to Section 2.1, Holder shall deliver all certificates representing the Restricted Subject Shares to be purchased, properly endorsed for transfer, and SIBE shall pay Holder the Price.

2.2.         Restriction on Holder’s Right to Transfer the Restricted Subject Shares.

Holder shall not sell, assign, transfer, grant options to purchase, or hypothecate Restricted Subject Shares, without the prior approval of the Board of Directors.

3.         Miscellaneous.

3.1.         Legends.Each certificate evidencing Subject Shares shall bear the following legends:

On the face of the certificate:

“transfer of the shares evidenced by this certificate is restricted in accordance with conditions printed on the reverse of this certificate.”

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On the reverse:

“the shares evidenced by this certificate are subject to, and transferable only in accordance with, that certain stock restriction agreement, a copy of which is on file at the principal office of the issuer.  no transfer or pledge of the shares evidenced hereby may be made except in accordance with, and subject to, the provisions of said agreement.”

“shares of stock represented by this certificate have been acquired by the holder for investment purposes only and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with or exempt from such laws, and upon evidence satisfactory to the issuer of compliance with or exemption from such laws, as to which the issuer may rely upon an opinion of counsel satisfactory to the issuer.”

Holder agrees upon request to promptly surrender the certificates representing Subject Shares to SIBE so that SIBE may affix the foregoing legends thereto.

3.2.             Governing Laws.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

3.3.             No Employment Right.  This Agreement shall not be construed as giving Holder the right to any continued employment, or other relationship, with SIBE.

3.4.             Successors.  This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

3.5.             Notice.  Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

3.6.             Severability.  In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

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3.7.             Entire Agreement.  This Agreement expresses the entire understanding and agreement of the parties with respect to the transactions contemplated herein and the subject matter described herein.

3.8.             Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

3.9.             Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and a temporary or permanent injunction without showing any actual damage, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

3.10.           Construction.  The language used in this Agreement, including the documents, instruments, agreements, exhibits, schedules, and annexes hereto will be deemed to be language chosen by the parties to express their mutual intent, and no rule of strict construction shall be implied against any party.

3.11.           Amendment.  This Agreement may be amended, supplemented, and modified only by a written instrument duly executed by the parties hereto.

3.12.           Waiver.  The failure of any party hereto to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same.  No waiver by any party hereto of any provisions or of any breach of any provisions of this Agreement shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision or breach of any other provision of this Agreement.  No waiver of any provision or any breach of any provision of this Agreement shall be valid or binding on the parties hereto unless made in a writing signed by an authorized representative of the party against whom the same is sought to be enforced.

3.13.           Further Assurance.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.14.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

-4-

Sibling Group Entertainment Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Holder
/s/ Oswald Gayle
Oswald Gayle

-5-

EX-10.8

Exhibit 10.8

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and AMY SAVAGE-AUSTIN, a resident of the State of Georgia (“Holder”).

Agreement

For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

1.         Definitions

The following capitalized terms are used in this Agreement with the meanings thereafter ascribed.

“Effective Date of Termination” means the effective date of Termination of Employment as determined in good faith by the Board of Directors based upon the facts and circumstances including the dates set forth in any notice of termination provided by SIBE or Holder, and if no notice of termination is given by SIBE or Holder, the date on which such Holder last performs the duties or services of Holder’s employment or other relationship with SIBE, as determined by the Board of Directors.  The determination of the Board of Directors is final, binding, and nonappealable.

“Employment” means the relationship between Holder and SIBE (or its parents or subsidiaries) pursuant to which Holder provides services to SIBE (or its parents or subsidiaries) as a consultant, employee, director, or any other capacity in which Holder receives compensation from SIBE (or its parents or subsidiaries) for services rendered.

“Holding Period” means a period of ninety (90) days that commences on the Effective Date of Termination.

“Price” means the aggregate purchase price for all Restricted Subject Shares of $1.00, regardless of the number of Restricted Subject Shares purchased.

“Subject Shares” means 261,000 shares of Series Common Stock of SIBE held by Holder on the date of this Agreement and any securities issued upon conversion or replacement thereof.

“Termination of Employment” means the termination of the Employment Holder.  Such termination may be for any reason, including, without limitation, a termination by resignation, termination with Cause, discharge, death, disability, or retirement.  The Board of Directors shall, in its absolute discretion, determine the effect of all matters and questions relating to Termination of Employment, and such determination shall be conclusive, final, binding, and nonappealable.

-1-

2.         Restrictions.

2.1.         Company’s Right to Repurchase Restricted Subject Shares.

(a)           Upon Termination of Employment of Holder prior to the 2nd anniverary of the Effective Date, SIBE shall have the sole option and right, during the Holding Period to purchase all Restricted Subject Shares for the Price.  For purposes of this Agreement: “Restricted Subject Shares” as of any particular date means the number of Subject Shares minus the number of Unrestricted Subject Shareson such date; and “Unrestricted Subject Shares” as of any particular date means the number of Subject Shares multiplied by the applicable percentage from the table below for the applicable time period.

Date	Percentage of Subject Shares which are Unrestricted Subject Shares
From the Effective Date until the day before the 1st anniversary of the Effective Date		33.00	%
From the 1st anniversary of the Effective Date until the day before the 2nd anniversary of the Effective Date		66.66	%
From and after the 2nd anniversary of the Effective Date		100.00	%

(b)           If SIBE elects to exercise its right to purchase Restricted Subject Shares pursuant to this Section 2.1, SIBE shall give written notice of such election to Holder (or the personal representative, executor, or administrator of Holder, as the case may be).  The closing of any purchase of Restricted Subject Shares pursuant to Section 2.1 shall take place at the principal office of SIBE not earlier than thirty (30), nor later than forty-five (45) days after the date of SIBE’s written notice of its election to exercise its right to purchase such Restricted Subject Shares.

(c)           At the closing of any purchase of Restricted Subject Shares pursuant to Section 2.1, Holder shall deliver all certificates representing the Restricted Subject Shares to be purchased, properly endorsed for transfer, and SIBE shall pay Holder the Price.

2.2.         Restriction on Holder’s Right to Transfer the Restricted Subject Shares.

Holder shall not sell, assign, transfer, grant options to purchase, or hypothecate Restricted Subject Shares, without the prior approval of the Board of Directors.

3.         Miscellaneous.

3.1.         Legends.Each certificate evidencing Subject Shares shall bear the following legends:

On the face of the certificate:

“transfer of the shares evidenced by this certificate is restricted in accordance with conditions printed on the reverse of this certificate.”

-2-

On the reverse:

“the shares evidenced by this certificate are subject to, and transferable only in accordance with, that certain stock restriction agreement, a copy of which is on file at the principal office of the issuer.  no transfer or pledge of the shares evidenced hereby may be made except in accordance with, and subject to, the provisions of said agreement.”

“shares of stock represented by this certificate have been acquired by the holder for investment purposes only and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with or exempt from such laws, and upon evidence satisfactory to the issuer of compliance with or exemption from such laws, as to which the issuer may rely upon an opinion of counsel satisfactory to the issuer.”

Holder agrees upon request to promptly surrender the certificates representing Subject Shares to SIBE so that SIBE may affix the foregoing legends thereto.

3.2.             Governing Laws.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

3.3.             No Employment Right.  This Agreement shall not be construed as giving Holder the right to any continued employment, or other relationship, with SIBE.

3.4.             Successors.  This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

3.5.             Notice.  Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

3.6.             Severability.  In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

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3.7.             Entire Agreement.  This Agreement expresses the entire understanding and agreement of the parties with respect to the transactions contemplated herein and the subject matter described herein.

3.8.             Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

3.9.             Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and a temporary or permanent injunction without showing any actual damage, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

3.10.           Construction.  The language used in this Agreement, including the documents, instruments, agreements, exhibits, schedules, and annexes hereto will be deemed to be language chosen by the parties to express their mutual intent, and no rule of strict construction shall be implied against any party.

3.11.           Amendment.  This Agreement may be amended, supplemented, and modified only by a written instrument duly executed by the parties hereto.

3.12.           Waiver.  The failure of any party hereto to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same.  No waiver by any party hereto of any provisions or of any breach of any provisions of this Agreement shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision or breach of any other provision of this Agreement.  No waiver of any provision or any breach of any provision of this Agreement shall be valid or binding on the parties hereto unless made in a writing signed by an authorized representative of the party against whom the same is sought to be enforced.

3.13.           Further Assurance.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.14.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

-4-

Sibling Group Entertainment Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Holder
/s/ Amy Savage-Austin
Amy Savage-Austin

-5-

EX-10.9

Exhibit 10.9

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and STEPHEN C. CARLSON, a resident of the State of Georgia (“Holder”).

Agreement

For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

1.         Definitions

The following capitalized terms are used in this Agreement with the meanings thereafter ascribed.

“Effective Date of Termination” means the effective date of Termination of Employment as determined in good faith by the Board of Directors based upon the facts and circumstances including the dates set forth in any notice of termination provided by SIBE or Holder, and if no notice of termination is given by SIBE or Holder, the date on which such Holder last performs the duties or services of Holder’s employment or other relationship with SIBE, as determined by the Board of Directors.  The determination of the Board of Directors is final, binding, and nonappealable.

“Employment” means the relationship between Holder and SIBE (or its parents or subsidiaries) pursuant to which Holder provides services to SIBE (or its parents or subsidiaries) as a consultant, employee, director, or any other capacity in which Holder receives compensation from SIBE (or its parents or subsidiaries) for services rendered.

“Holding Period” means a period of ninety (90) days that commences on the Effective Date of Termination.

“Price” means the aggregate purchase price for all Restricted Subject Shares of $1.00, regardless of the number of Restricted Subject Shares purchased.

“Subject Shares” means 461,000 shares of Series Common Stock of SIBE held by Holder on the date of this Agreement and any securities issued upon conversion or replacement thereof.

“Termination of Employment” means the termination of the Employment Holder.  Such termination may be for any reason, including, without limitation, a termination by resignation, termination with Cause, discharge, death, disability, or retirement.  The Board of Directors shall, in its absolute discretion, determine the effect of all matters and questions relating to Termination of Employment, and such determination shall be conclusive, final, binding, and nonappealable.

-1-

2.         Restrictions.

2.1.         Company’s Right to Repurchase Restricted Subject Shares.

(a)           Upon Termination of Employment of Holder prior to the 2nd anniverary of the Effective Date, SIBE shall have the sole option and right, during the Holding Period to purchase all Restricted Subject Shares for the Price.  For purposes of this Agreement: “Restricted Subject Shares” as of any particular date means the number of Subject Shares minus the number of Unrestricted Subject Shareson such date; and “Unrestricted Subject Shares” as of any particular date means the number of Subject Shares multiplied by the applicable percentage from the table below for the applicable time period.

Date	Percentage of Subject Shares which are Unrestricted Subject Shares
From the Effective Date until the day before the 1st anniversary of the Effective Date		33.00	%
From the 1st anniversary of the Effective Date until the day before the 2nd anniversary of the Effective Date		66.66	%
From and after the 2nd anniversary of the Effective Date		100.00	%

(b)           If SIBE elects to exercise its right to purchase Restricted Subject Shares pursuant to this Section 2.1, SIBE shall give written notice of such election to Holder (or the personal representative, executor, or administrator of Holder, as the case may be).  The closing of any purchase of Restricted Subject Shares pursuant to Section 2.1 shall take place at the principal office of SIBE not earlier than thirty (30), nor later than forty-five (45) days after the date of SIBE’s written notice of its election to exercise its right to purchase such Restricted Subject Shares.

(c)           At the closing of any purchase of Restricted Subject Shares pursuant to Section 2.1, Holder shall deliver all certificates representing the Restricted Subject Shares to be purchased, properly endorsed for transfer, and SIBE shall pay Holder the Price.

2.2.         Restriction on Holder’s Right to Transfer the Restricted Subject Shares.

Holder shall not sell, assign, transfer, grant options to purchase, or hypothecate Restricted Subject Shares, without the prior approval of the Board of Directors.

3.         Miscellaneous.

3.1.         Legends.

Each certificate evidencing Subject Shares shall bear the following legends:

On the face of the certificate:

“transfer of the shares evidenced by this certificate is restricted in accordance with conditions printed on the reverse of this certificate.”

-2-

On the reverse:

“the shares evidenced by this certificate are subject to, and transferable only in accordance with, that certain stock restriction agreement, a copy of which is on file at the principal office of the issuer.  no transfer or pledge of the shares evidenced hereby may be made except in accordance with, and subject to, the provisions of said agreement.”

“shares of stock represented by this certificate have been acquired by the holder for investment purposes only and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with or exempt from such laws, and upon evidence satisfactory to the issuer of compliance with or exemption from such laws, as to which the issuer may rely upon an opinion of counsel satisfactory to the issuer.”

Holder agrees upon request to promptly surrender the certificates representing Subject Shares to SIBE so that SIBE may affix the foregoing legends thereto.

3.2.         Governing Laws.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

3.3.         No Employment Right.  This Agreement shall not be construed as giving Holder the right to any continued employment, or other relationship, with SIBE.

3.4.         Successors.  This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

3.5.         Notice.  Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

3.6.         Severability.  In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

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3.7.         Entire Agreement. This Agreement expresses the entire understanding and agreement of the parties with respect to the transactions contemplated herein and the subject matter described herein.

3.8.         Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

3.9.         Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and a temporary or permanent injunction without showing any actual damage, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

3.10.       Construction.  The language used in this Agreement, including the documents, instruments, agreements, exhibits, schedules, and annexes hereto will be deemed to be language chosen by the parties to express their mutual intent, and no rule of strict construction shall be implied against any party.

3.11.       Amendment.  This Agreement may be amended, supplemented, and modified only by a written instrument duly executed by the parties hereto.

3.12.       Waiver.  The failure of any party hereto to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same.  No waiver by any party hereto of any provisions or of any breach of any provisions of this Agreement shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision or breach of any other provision of this Agreement.  No waiver of any provision or any breach of any provision of this Agreement shall be valid or binding on the parties hereto unless made in a writing signed by an authorized representative of the party against whom the same is sought to be enforced.

3.13.       Further Assurance.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.14.       Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

Sibling Group Entertainment Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Holder
/s/ Stephen C. Carlson
Stephen C. Carlson

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EX-10.10

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and A. DIXON MCLEOD, a resident of the State of Georgia (“Holder”).

Agreement

For and in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

1.         Definitions

The following capitalized terms are used in this Agreement with the meanings thereafter ascribed.

 “Effective Date of Termination” means the effective date of Termination of Employment as determined in good faith by the Board of Directors based upon the facts and circumstances including the dates set forth in any notice of termination provided by SIBE or Holder, and if no notice of termination is given by SIBE or Holder, the date on which such Holder last performs the duties or services of Holder’s employment or other relationship with SIBE, as determined by the Board of Directors.  The determination of the Board of Directors is final, binding, and nonappealable.

“Employment” means the relationship between Holder and SIBE (or its parents or subsidiaries) pursuant to which Holder provides services to SIBE (or its parents or subsidiaries) as a consultant, employee, director, or any other capacity in which Holder receives compensation from SIBE (or its parents or subsidiaries) for services rendered.

“Holding Period” means a period of ninety (90) days that commences on the Effective Date of Termination.

“Price” means the aggregate purchase price for all Restricted Subject Shares of $1.00, regardless of the number of Restricted Subject Shares purchased.

“Subject Shares” means 200,000 shares of Series Common Stock of SIBE held by Holder on the date of this Agreement and any securities issued upon conversion or replacement thereof.

“Termination of Employment” means the termination of the Employment Holder.  Such termination may be for any reason, including, without limitation, a termination by resignation, termination with Cause, discharge, death, disability, or retirement.  The Board of Directors shall, in its absolute discretion, determine the effect of all matters and questions relating to Termination of Employment, and such determination shall be conclusive, final, binding, and nonappealable.

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2.         Restrictions.

2.1.         Company’s Right to Repurchase Restricted Subject Shares.

(a)           Upon Termination of Employment of Holder prior to the 2nd anniverary of the Effective Date, SIBE shall have the sole option and right, during the Holding Period to purchase all Restricted Subject Shares for the Price.  For purposes of this Agreement: “Restricted Subject Shares” as of any particular date means the number of Subject Shares minus the number of Unrestricted Subject Shareson such date; and “Unrestricted Subject Shares” as of any particular date means the number of Subject Shares multiplied by the applicable percentage from the table below for the applicable time period.

Date	Percentage of Subject Shares which are Unrestricted Subject Shares
From the Effective Date until the day before the 1st anniversary of the Effective Date		33.00	%
From the 1st anniversary of the Effective Date until the day before the 2nd anniversary of the Effective Date		66.66	%
From and after the 2nd anniversary of the Effective Date		100.00	%

(b)           If SIBE elects to exercise its right to purchase Restricted Subject Shares pursuant to this Section 2.1, SIBE shall give written notice of such election to Holder (or the personal representative, executor, or administrator of Holder, as the case may be).  The closing of any purchase of Restricted Subject Shares pursuant to Section 2.1 shall take place at the principal office of SIBE not earlier than thirty (30), nor later than forty-five (45) days after the date of SIBE’s written notice of its election to exercise its right to purchase such Restricted Subject Shares.

(c)           At the closing of any purchase of Restricted Subject Shares pursuant to Section 2.1, Holder shall deliver all certificates representing the Restricted Subject Shares to be purchased, properly endorsed for transfer, and SIBE shall pay Holder the Price.

2.2.         Restriction on Holder’s Right to Transfer the Restricted Subject Shares.

Holder shall not sell, assign, transfer, grant options to purchase, or hypothecate Restricted Subject Shares, without the prior approval of the Board of Directors.

3.         Miscellaneous.

3.1.         Legends.Each certificate evidencing Subject Shares shall bear the following legends:

On the face of the certificate:

“transfer of the shares evidenced by this certificate is restricted in accordance with conditions printed on the reverse of this certificate.”

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On the reverse:

“the shares evidenced by this certificate are subject to, and transferable only in accordance with, that certain stock restriction agreement, a copy of which is on file at the principal office of the issuer.  no transfer or pledge of the shares evidenced hereby may be made except in accordance with, and subject to, the provisions of said agreement.”

“shares of stock represented by this certificate have been acquired by the holder for investment purposes only and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with or exempt from such laws, and upon evidence satisfactory to the issuer of compliance with or exemption from such laws, as to which the issuer may rely upon an opinion of counsel satisfactory to the issuer.”

Holder agrees upon request to promptly surrender the certificates representing Subject Shares to SIBE so that SIBE may affix the foregoing legends thereto.

3.2.           Governing Laws.  This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in Fulton County, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy, and each party irrevocably: (a) consents to the jurisdiction of the Permitted Courts in such actions, (b) agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and (c) waives the right to object, with respect to such suit, action, or proceeding, that such court does not have jurisdiction over such party.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

3.3.           No Employment Right.  This Agreement shall not be construed as giving Holder the right to any continued employment, or other relationship, with SIBE.

3.4.           Successors.  This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

3.5.           Notice.  Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

3.6.           Severability.  In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

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3.7.           Entire Agreement.  This Agreement expresses the entire understanding and agreement of the parties with respect to the transactions contemplated herein and the subject matter described herein.

3.8.           Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

3.9.           Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and a temporary or permanent injunction without showing any actual damage, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

3.10.         Construction.  The language used in this Agreement, including the documents, instruments, agreements, exhibits, schedules, and annexes hereto will be deemed to be language chosen by the parties to express their mutual intent, and no rule of strict construction shall be implied against any party.

3.11.         Amendment.  This Agreement may be amended, supplemented, and modified only by a written instrument duly executed by the parties hereto.

3.12.         Waiver.  The failure of any party hereto to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same.  No waiver by any party hereto of any provisions or of any breach of any provisions of this Agreement shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision or breach of any other provision of this Agreement.  No waiver of any provision or any breach of any provision of this Agreement shall be valid or binding on the parties hereto unless made in a writing signed by an authorized representative of the party against whom the same is sought to be enforced.

3.13.         Further Assurance.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.14.         Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

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Sibling Group Entertainment Holdings, Inc.
By:	/s/ Mitchell Maxwell
	Mitchell Maxwell, Chief Executive Officer
Holder
/s/ A. Dixon McLeod
A. Dixon McLeod

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EX-99.1

Exhibit 99.1

Sibling Entertainment Group Holdings, Inc. Company Update

Press Release Source: Sibling Entertainment Group Holdings, Inc. On Thursday October 28, 2010, 8:20 am EDT

NEW YORK, Oct. 28, 2010 (GLOBE NEWSWIRE) — Sibling Entertainment Group Holdings, Inc. (Pink Sheets:SIBE - News) (the "Company") provides this corporate update to current and prospective shareholders.

"The Company is currently undergoing a full review of its financial and operational areas and announces that it intends to update its regulatory filings over the next ninety (90) days. In the interim, the following information provided by the Company should prove helpful to shareholders," stated Mr. Maxwell, the Company's Chief Executive Officer.

Current Offices:

The current address of the Company is Sibling Entertainment Group Holdings, Inc., 333 Hudson Street, Suite 407, New York, New York 10013, Phone: 212-414-9600

Current Officers and Directors:

Mitchell Maxwell, President, CEO and Director since June 2007

Richard Bernstein, Director since June 2007.

Issued and Outstanding Stock and Warrants (as of September 30, 2010):

Total Outstanding Common Stock — 25,989,816

Total Outstanding Warrants — 12,190,000, with exercise prices from $.05 to $1.25.

Stock Ownership of Officers and Directors:

Mitchell Maxwell - 3,500,000 shares, 13.47% of outstanding stock

James Cardwell — 1,500,000 shares, 5.77% of outstanding stock

Richard Bernstein — 107,800 shares, 0.41%.of outstanding stock

Debenture Obligations; Litigation:

In 2007, the Company raised $2.55 million under a Private Placement Memorandum. The debentures offered a 13% coupon and became due in June 2009. As of the due date, the Company was delinquent in paying both the principal and interest due to the debenture holders. A group of debenture holders filed a complaint against the Company in early 2010, seeking immediate payment of principal and interest. This group received a default judgment shortly thereafter. The total owed to all debenture holders, including interest as of September 30, 2010, is approximately $3,518,550.

Upon execution of the default judgment, the Company considered filing for protection under bankruptcy law. However, in order to best protect the debt holders and all shareholders the Company has, and is currently examining alternatives, including merging with another company, to address this default judgment. The Company is keeping the debenture holders appraised of the Company's efforts and expect their cooperation moving forward.

There is no other pending litigation against the Company.

 

Evaluating Alternative Industries:

The Company has elected to explore all merger candidates, including those outside of the entertainment industry. The decision to explore opportunities outside of the entertainment industry was due the recent economic downturn in the entertainment sector, and in turn the demise of many of the Company's investments in the entertainment sector. The Company is actively evaluating opportunities in all industries.

The Company will prepare and disseminate informational updates on its evaluation activities on a timely basis. This information will be publically available to all debenture holders, shareholders, and other interested parties.

Financial Audit of the Company's Financials:

It is the intention of the Company to bring its regulatory filings fully current within 90 days.

Safe Harbor Statement

This release contains forward-looking statements regarding expectations for future financial performance, which involve uncertainty and risk. It is possible the Company's future financial performance may differ from expectations due to a variety of factors including, but not limited to, changes in economic and business conditions in the world, increased competitive activity, achieving sales levels to fulfill revenue expectations, consolidation among its competitors and customers, technology advancements, unexpected costs and charges, adequate funding for plans, changes in interest and foreign exchange rates, regulatory and other approvals and failure to implement all plans, for whatever reason. It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on current conditions; expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The Company makes no commitment to update any forward-looking statement included herein, or disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement

EX-99.2

Exhibit 99.2

Sibling Entertainment Group Holdings, Inc. Announces New Director; Makes Plans for Future Expansion

Press Release Source: Sibling Entertainment Group Holdings, Inc. On Friday November 12, 2010, 5:06 pm EST

NEW YORK, Nov. 12, 2010 (GLOBE NEWSWIRE) — Sibling Entertainment Group Holdings, Inc. (Pink Sheets:SIBE - News) (the "Company") announced today that it has added a new member to their Board of Directors, that it has reached a preliminary agreement with its debenture holders for a restructuring, and that it is contemplating a move into a new business area.

Mr. Mitchell Maxwell, the Chairman and CEO of the Company, said, "We welcome Mr. Christian Fitzgerald to our Board of Directors. Mr. Fitzgerald (56 years old) comes to SIBE after 25 years experience in finance and sales in the automotive industry. He has expertise in marketing, advertising and structuring of transactions. He graduated from Clemson University with a BS in Business Management." He joins Mr. Maxwell, age 58 and a Board member since 2007 and Mr. Richard Bernstein, age 57, who has also been on the Board since 2007.

Mr. Fitzgerald fills the slot recently opened as a result of the resignation of Mr. Jay Cardwell, who had been a director since 2007 until last week. He had been the CFO from 2007 until 2010. The Company is currently interviewing candidates for CFO and expects to make an appointment shortly. "We thank Jay for his contributions and wish him the best in his future endeavors," said Mr. Maxwell.

The Company also announced that its management has reached a preliminary agreement with its debenture holders for a restructuring of the existing debt, now valued at over $3.6 million. "We have had extensive conversations with the representatives of our debenture holders and they have been quite productive. We expect to have a definitive agreement soon with regard to this restructuring, and a new business activity as well," explained Mr. Maxwell. Both the restructuring of the debt, and a move into a new business area, are subject to approval by the Board of Directors.

Lastly, the Board of Directors has authorized the issuance of an additional 14,950,000 shares of common stock in consideration for payment and settlement of obligations. "This issuance allows us to retire debt, and clean our balance sheet as we prepare for the addition of new business activities," commented Mr. Maxwell. With this issuance the total shares of common stock outstanding are 40,939,816, not including the 7,361,000 of outstanding warrants. The warrants are all substantially 'out of the money' and related to prior funding activities solely.

The current address of the Company is Sibling Entertainment Group Holdings, Inc., 333 Hudson Street, Suite 407, New York, New York 10013, Phone: 212-414-9600

Safe Harbor Statement

This release contains forward-looking statements regarding expectations for future financial performance, which involve uncertainty and risk. It is possible the Company's future financial performance may differ from expectations due to a variety of factors including, but not limited to, changes in economic and business conditions in the world, increased competitive activity, achieving sales levels to fulfill revenue expectations, consolidation among its competitors and customers, technology advancements, unexpected costs and charges, adequate funding for plans, changes in interest and foreign exchange rates, regulatory and other approvals and failure to implement all plans, for whatever reason. It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on current conditions; expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The Company makes no commitment to update any forward-looking statement included herein, or disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement.

EX-99.3

Exhibit 99.3

Sibling Entertainment Announces Move Into Educational Market; Completes Restructuring of Debentures

Press Release Source: Sibling Entertainment Group Holdings, Inc. On Wednesday December 1, 2010, 8:32 am EST

NEW YORK and ATLANTA, Dec. 1, 2010 (GLOBE NEWSWIRE) — Sibling Entertainment Group Holdings, Inc. (Pink Sheets:SIBE - News) ("the Company") today announced that it intends to reorient its business focus to the growing and important education marketplace. It intends to acquire NEWCO4EDUCATION, LLC as a means of initiating its participation in the educational services industry.

"We believe the market for educational services and the supporting technology is large in size, and key to growth in the economy going forward. This asset acquisition will be the basis for this important change in strategy," said Mitchell Maxwell, Chairman and CEO of the Company. He continued, "While in the past we focused on the entertainment area, the downturn in the economy has prevented our ability to execute. Recognizing this, we are now ready to move forward in education for the benefit of our shareholders."

NEWCO4EDUCATION, LLC (NEWCO) is a recently formed business with plans to move rapidly into the area of education management and the supporting software, systems and procedures to implement teaching, and learning, at a high level of performance. It is based in Atlanta, Georgia, and will focus on the charter school segment of the education industry, in both primary and secondary education. Under the terms of the agreement, NEWCO will be acquired and becomes a wholly owned subsidiary of the Company.

In consideration of the purchase of NEWCO and its ownership assets and intellectual property for its educational strategy, NEWCO's existing members will receive shares in a newly created Series B Common Stock. The shares issued to the NEWCO members will, in aggregate, have the right to convert into eighty five percent (85%) of the common stock in the Company at a later date. Any issuance of this common stock would be subject to Rule 144 of the Securities Act of 1934. In addition to other conditions, NEWCO shall have the right to appoint three (3) directors to the Board of Directors for SIBE, and operations will be relocated to Atlanta, Georgia.

In conjunction with the acquisition of NEWCO the Company has reached an agreement with its debenture holders, whose total owed amounts is in excess of $3.6 million, to restructure the obligations. The agreement calls for SIBE to move the remaining assets from its previous operations, which consist primarily of receivables and other investments subject to collection, into a newly formed subsidiary, whose ownership will be transferred pro-rata to the holders of the debentures. In addition the debenture holders will exchange their notes for shares of the same Series B Common Stock that is being issued to NEWCO. The shares issued will allow for the right to convert the Series B shares into an amount of common stock equal to up to ten percent (10%) of shares outstanding at a later date. Any issuance of this common stock would be subject to Rule 144 of the Securities Act of 1934. The settlement with the debenture holders included consent to the acquisition of NEWCO.

The completion of the transaction is subject to numerous conditions, including the approval of the Board of Directors of SIBE and approval of the Management of NEWCO4EDUCATION, LLC. Upon completion the Company expects to begin activities aimed at bringing SIBE to a current reporting status, announce management changes and implement its new educational services and technology business plans. Management anticipates closing the transaction before the end of the month of December, 2010.

NEWCO4EDUCATION, LLC is a recently formed entity with a focus on providing services and technology aimed at increasing the performance in educational settings. It will operate through two (2) divisions, its Educational Management Organization (EMO) and its Technology and Services Group (TSG). The EMO intends to provide school management services, primarily within the charter school arena. The TSG division is focused on the development and deployment of software, systems and procedures to enhance the rate of learning in both primary and secondary education. It is based in Atlanta, Georgia.

Safe Harbor: This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Entertainment Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Entertainment Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site, www.SEC.gov.

EX-99.4

Exhibit 99.4

Sibling Entertainment Completes Acquisition of

NEWCO4EDUCATION; Announces New Mission, Board and

Management Team

Press Release Source: Sibling Entertainment Group Holdings, Inc. On Monday January 3, 2011, 8:50 am EST

NEW YORK and ATLANTA, Jan. 3, 2011 (GLOBE NEWSWIRE) — Sibling Entertainment Group Holdings, Inc. (Pink Sheets:SIBE - News) ("the Company") today announced that on December 30, 2010, it closed on its previously announced acquisition of NEWCO4EDUCATION, LLC ("NEWCO"), and that it is now a wholly owned subsidiary of the Company. In conjunction with the transaction there has been a significant change in the strategy, operations, management and equity structure of the Company. A complete summary is available at the Company's web site, www.newco4education.com.

"We are dedicated to developing a business that serves the needs of the educational community, in both operations and technology. All of the management team are committed to delivering quality educational programs and technologies," said Gerald Sullivan, the new Chairman of the Board of Directors. A summary of those changes includes:

Strategy and Operations: The Company intends to be a significant player in the charter school and educational technology marketplaces. It will operate an educational management organization (EMO), whose mission will be the operations of schools, focused on charter schools. It will also operate a division whose mission is technology and services, aimed at improving educational performance, both in traditional schools, and online in a 'virtual' environment. The headquarters will be in Atlanta, GA, along with the EMO division. The technology and services division will be based in Phoenix, AZ.

Board and Management: In conjunction with the merger, the Board of Directors has been expanded to five (5), with Mitchell Maxwell and Christian Fitzgerald remaining from the Company's Board prior to the merger, with a mission to complete bringing the Company's financial reporting to a current state. Richard Bernstein has resigned to make room for the new members of the Board. The new individuals in their respective capacities are:

Gerald F. Sullivan, Chairman of the Board of Directors - Age 69 - Served 35 years as an executive in various industries including, but not limited to, commercial banking, home health care, and application software development and sales. Also served seven years as a college professor, teaching finance and management in classroom and online environments. He holds a Doctor of Business Administration.

Amy Savage-Austin, Member of the Board of Directors - Age 41 - She has 10 years' experience, primarily in the area of finance with large publicly traded corporations. She currently is Assistant Professor and Program Director for Undergraduate Studies at a University. She has both classroom and online teaching experience, and holds a Ph. D in Business.

Stephen C. Carlson, CEO and Member of the Board of Directors - Age 65 - He has 40 years' experience in business to business software system sales and provides strategic management consulting to a variety of technology and consumer products. He is currently a college professor, teaching marketing and management, in classroom and online environments. His education includes a Doctor of Business Administration.

Oswald Gayle, Chief Financial Officer — Age 51 — Mr. Gayle is a senior financial executive with extensive public company experience. His educational background includes a Graduate Certificate of Taxation from Fordham Business School and a Bachelor of Science from the University of London. He is both a Certified Public Accountant and a Chartered Accountant (U.K.).

Equity Structure: In completing the acquisition of NEWCO, the Company has issued a new form of common stock to the prior members of NEWCO which is convertible at the option of the holders, in aggregate, into a number of shares equal to 85% of the shares outstanding. Holders of debentures from the Company whose value was in excess of $3.7 million, have converted their debts into the same form of common stock, with their holdings convertible, in aggregate, into a number of shares representing 10% of the outstanding stock. The transaction was completed with the consent of the debenture holders, as well as the consent from voting shareholders whose interest in the outstanding stock of the Company immediately before the transaction was in excess of 52%. At closing there were 46,635,816 shares of common stock outstanding and issued, and 4,090,000 warrants.

NEWCO4EDUCATION, LLC is a recently formed entity with a focus on providing services and technology aimed at increasing the performance in educational settings. It is a wholly owned subsidiary of the Company, and intends to operate through two (2) divisions, its Educational Management Organization (EMO) and its Technology and Services Group (TSG). The EMO intends to provide school management services, primarily within the charter school arena. The TSG division is focused on the development and deployment of software, systems and procedures to enhance the rate of learning in both primary and secondary education. It is based in Atlanta, Georgia, with its primary office located at 3500 Lenox Road, Suite 1500, Atlanta, GA 30326. Its phone is 404-551-5274, and its web site is www.newco4education.com ..

Safe Harbor: This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Entertainment Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Entertainment Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site, www.SEC.gov.