10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2014.

¨ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from              to              .

Commission file number:  000-28311

SIBLING GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

1355 Peachtree Street, Suite 1150, Atlanta, GA 30309

(Address of Principal Executive Office)   (Postal Code)

(404) 551-5274

(Registrant’s telephone number, including area code)

_______________________________________________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ Yes  ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  þ Yes  ¨ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

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

There are 39,421,457 shares of common stock issued and outstanding as of May15, 2014.

TABLE OF CONTENTS

		Page
	PART I.  FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	Condensed Consolidated Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013 (unaudited), and the period from June 10, 2010 (inception) to March 31, 2014 (unaudited)	2
	Condensed Consolidated Statements of Stockholder’s Equity (Deficit) for the period June 10, 2010 (inception) to March 31, 2014 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (unaudited), and the period from June 10, 2010 (inception) to March 31, 2014 (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 4.	CONTROLS AND PROCEDURES	19
	PART II.  OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGSS	20
ITEM 1A.	RISK FACTORS	20
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 6.	EXHIBITS	21
	SIGNATURES	22

i

PART I.  FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

	March 31, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets
Cash	$	1,169		$	—
Prepaid expenses		7,969			1,725
Total current assets		9,138			1,725
Intangible assets		122,000			82,000
Total assets	$	131,138		$	83,725
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	512,311		$	434,290
Accrued liabilities		66,167			31,358
Short-term notes payable		32,500			32,500
Total current liabilities		610,978			498,148
Stockholders' deficit
Preferred stock, no par value; 10,000,000 shares authorized; none issued or outstanding		—			—
Convertible series common stock, $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 39,114,791 and 32,002,628 issued and outstanding at March 31, 2014 and December 31, 2013		3,911			3,201
Additional paid-in capital		7,736,222			7,190,100
Deficit accumulated during the development stage		(8,219,973	)		(7,607,724	)
Total stockholders' deficit		(479,840	)		(414,423	)
Total liabilities and stockholders' deficit	$	131,138		$	83,725

See accompanying notes to unaudited condensed consolidated financial statements.

1

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended March 31,						Cumulative from June 10, 2010 (Inception) to March 31,
	2014			2013			2014
Operating expenses
General and administrative	$	140,472		$	50		$	6,048,810
Professional fees		458,329			179,338			1,974,728
Total operating expenses		598,801			179,388			8,023,538
(Loss) from operations		(598,801	)		(179,388	)		(8,023,538	)
Other income (expense)
Other income		—			1,197			1,197
Interest income (expense)		(13,448	)		(612	)		(41,770	)
Loss on extinguishment of debt		—			—			(108,050	)
Total other income (expense)		(13,448	)		585			(148,623	)
Net (loss)	$	(612,249	)	$	(178,803	)	$	(8,172,161	)
Net loss per share	$	(0.02	)	$	(0.01	)
Weighted average shares outstanding, basic and diluted		35,369,071			18,701,070

See accompanying notes to unaudited condensed consolidated financial statements.

2

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Stockholders’ Deficit

For the Periods Ended June 10, 2010 (Inception) to March 31, 2014

(Unaudited)

																Deficit
																Accumulated
	Convertible Series												Additional			During the
	Common						Common						Paid-In			Development			Treasury
	Shares			Amount			Shares			Amount			Capital			Stage			Stock			Total
Balance at June 10, 2010 (Date of Inception)		—		$	—			—		$	—		$	100		$	—		$	—		$	100
Reverse merger recapitalization		9,879,854			988			466,358			47			4,517			(47,812	)		—			(42,260	)
Net loss		—			—			—			—			—			(334,430	)		—			(334,430	)
Balance at December 31, 2010 (Unaudited)		9,879,854			988			466,358			47			4,617			(382,242	)		—			(376,590	)
Common shares issued for cash at $2.00 per share		—			—			5,714			1			9,999			—			—			10,000
Common shares issued for fees accrued during merger		—			—			20,000			2			39,998			—			—			40,000
Common shares issued for prepaid expenses at $9.00 per share		—			—			25,000			3			224,997			—			—			225,000
Common shares issued for liabilities to be settled in stock at $2.00 per share, and $5.00 per share		—			—			83,465			8			190,922			—			—			190,930
Common shares issued for settlement of accrued expenses at $5.00 per share (loss on extinguishment of $16,666)		—			—			8,333			1			41,665			—			—			41,666
Common shares issued to settle amounts due to related parties at $5.00 per share, and $20.00 per share (loss on extinguishment of $62,779)		—			—			47,969			5			488,527			—			—			488,532
Common shares issued for consulting fees at $20.00 per share		—			—			20,000			2			399,998			—			—			400,000
Common shares issued for settlement of accounts payable at $13.00 per share		—			—			3,600			—			72,000			—			—			72,000
Common shares issued for Director's fees at $13.00 per share		—			—			34,000			3			469,997			—			—			470,000
Common shares issued for services at $20.00 per share		—			—			1,500						30,000			—			—			30,000
Net loss		—			—			—			—			—			(2,363,353	)		—			(2,363,353	)
Balance at December 31, 2011 (Unaudited)		9,879,854			988			715,939			72			1,972,720			(2,745,595	)		—			(771,815	)
Common stock issued for settlement of notes payable to related party at $4.00 per share		—			—			5,576			1			22,304			—			—			22,305
Common stock issued for liabilities to be settled in stock at $4.00 per share		—			—			5,328			—			21,307			—			—			21,307
Common stock issued for consulting fees at $3.00 per share		—			—			10,000			1			29,999			—			—			30,000
Series common stock reacquired at $4.13 per share		(430,000	)		—			—			—			1,828,007			—			(1,828,007	)		—
Series common stock issued in consideration of compensation at $4.13 per share		430,000			—			—			—			—			—			1,828,007			1,828,007
Series common stock reacquired at $0.012 per share		(80,010	)		—			—			—			145,000			—			(145,000	)		—
Series common stock issued in consideration of compensation at $1.81 per share		80,010			1			—			—			(1	)		—			145,000			145,000
Common stock issued for settlement of accounts payable at $0.60 per share		—			—			50,000			5			29,995			—			—			30,000
Fractional shares and rounding		—			—			66			—			3			(1	)		—			2
Conversion of series common to common		(9,879,854	)		(989	)		14,947,216			1,495			(506	)		—			—			—
Cancellation of series common issued for compensation		—			—			(120,055	)		(12	)		(144,988	)		—			—			(145,000	)
Common stock issued for settlement of accounts payable at $2.00 per share		—			—			257,000			26			513,344			—			—			513,370
Common stock issued for consulting fees at $0.05 per share		—			—			500,000			50			24,950			—			—			25,000
Common stock issued for consulting fees at $1.25 per share		—			—			500,000			50			624,950			—			—			625,000
Common stock issued for consulting fees at $0.64 per share		—			—			280,000			28			179,172			—			—			179,200
Common stock issued for Director’s fees at $0.64 per share		—			—			1,550,000			155			511,845			—			—			512,000
Net loss		—			—			—			—			—			(3,686,838	)		—			(3,686,838	)
Balance at December 31, 2012		—		$	—			18,701,070		$	1,871		$	5,758,101		$	(6,432,434	)	$	—		$	(672,462	)

3

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Stockholders’ Deficit (Continued)

For the Periods Ended June 10, 2010 (Inception) to March 31, 2014

(Unaudited)

											Deficit
											Accumulated
	Convertible Series								Additional		During the
	Common				Common				Paid-In		Development			Treasury
	Shares		Amount		Shares		Amount		Capital		Stage			Stock		Total
Balance at December 31, 2012		—	$	—		18,701,070	$	1,871	$	5,758,101	$	(6,432,434	)	$	—	$	(672,462	)
Common stock issued for Director’s fees		—		—		—		—		480,000		—			—		480,000
Common stock issued for services at $0.23 per share		—		—		27,754		3		6,497		—			—		6,500
Common stock issued for services at $0.20 per share		—		—		50,497		5		9,995		—			—		10,000
Common stock issued for services at $0.17 per share		—		—		60,606		6		9,994		—			—		10,000
Common stock issued for services at $0.24 per share		—		—		55,786		6		13,495		—			—		13,501
Common stock issued for services at $0.10 per share		—		—		136,365		14		13,486		—			—		13,500
Common stock issued for services at $0.05 per share		—		—		702,087		70		35,034		—			—		35,104
Common stock issued for services at $0.0484 per share		—		—		547,521		55		26,445		—			—		26,500
Common stock issued for services at $0.036 per share		—		—		6,250,000		625		226,784		—			—		227,409
Common stock issued for services at $0.08 per share		—		—		255,556		25		20,419		—			—		20,444
Common stock issued for services at $0.09 per share		—		—		1,044,444		104		93,896		—			—		94,000
Common stock issued for services at $0.03 per share		—		—		100,000		10		2,990		—			—		3,000
Common stock issued for services at $0.115 per share		—		—		647,826		65		74,435		—			—		74,500
Common stock issued for services at $0.057 per share		—		—		4,813		—		275		—			—		275
Common stock issued for services at $0.07 per share		—		—		692,857		69		48,431		—			—		48,500
Common stock issued for prepaid expenses at $0.057 per share		—		—		30,187		3		1,722		—			—		1,725
Common stock issued for settlement of account payable at $0.23 per share		—		—		257,040		26		59,350		—			—		59,376
Common stock issued for settlement of account payable at $0.05 per share		—		—		50,000		5		2,495		—			—		2,500
Common stock issued for settlement of account payable at $0.135 per share		—		—		50,000		5		6,720		—			—		6,725
Common stock issued for settlement of account payable at $0.07 per share		—		—		74,314		7		5,195		—			—		5,202
Common stock issued for settlement of account payable at $0.187 per share		—		—		150,000		15		27,985		—			—		28,000
Common stock issued for settlement of account payable at $0.08 per share		—		—		500,000		50		40,110		—			—		40,160
Common stock issued for settlement of account payable at $0.087 per share		—		—		125,714		13		10,987		—			—		11,000
Common stock issued for settlement of accrued interest payable at $0.087 per share		—		—		17,143		2		1,498		—			—		1,500
Common stock issued for settlement of accrued interest payable at $0.12 per share		—		—		100,000		10		11,990		—			—		12,000
Common stock issued for settlement of note payable at $0.087 per share		—		—		57,143		6		4,994		—			—		5,000
Common stock issued for settlement of note payable at $0.12 per share		—		—		250,000		25		29,975		—			—		30,000
Common stock issued for settlement of related party payable at $0.05 per share		—		—		450,000		45		84,863		—			—		84,908
Common stock issued for purchase of intangible asset at $0.18 per share		—		—		316,905		31		57,969		—			—		58,000
Common stock issued for purchase of intangible asset at $0.24 per share		—		—		300,000		30		23,970		—			—		24,000
Net loss, year ended December 31, 2013		—		—		—		—		—		(1,175,290	)		—		(1,175,290	)
Balance at December 31, 2013		—	$	—		32,005,628	$	3,201	$	7,190,100	$	(7,607,724	)	$	—	$	(414,423	)

4

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Stockholders’ Deficit (Continued)

For the Periods Ended June 10, 2010 (Inception) to March 31, 2014

(Unaudited)

											Deficit
											Accumulated
	Convertible Series								Additional		During the
	Common				Common				Paid-In		Development			Treasury
	Shares		Amount		Shares		Amount		Capital		Stage			Stock		Total
Balance at December 31, 2013		—	$	—		32,005,628	$	3,201	$	7,190,100	$	(7,607,724	)	$	—	$	(414,423	)
Common stock issued for services at $0.05 per share		—		—		870,000		87		43,413		—			—		43,500
Common stock issued for services at $0.09 per share		—		—		483,333		48		43,452		—			—		43,500
Common stock issued for services at $0.10 per share		—		—		518,330		51		51,781		—			—		51,832
Common stock issued for services at $0.08 per share		—		—		2,212,500		222		176,778		—			—		177,000
Common stock issued for directors' fees at $0.10 per share		—		—		500,000		50		49,950		—			—		50,000
Common stock issued for directors' fees at $0.08 per share		—		—		950,000		95		75,905		—			—		76,000
Common stock issued for asset acquisition at $0.05 per share		—		—		800,000		80		39,920		—			—		40,000
Common stock issued for rent at $0.10 per share		—		—		150,000		15		14,985		—			—		15,000
Common stock issued for cash at $0.08 per share		—		—		625,000		62		49,938		—			—		50,000
Net loss, period ended March 31, 2014		—		—		—		—		—		(612,249	)		—		(612,249	)
Balance at March 31, 2014		—	$	—		39,114,791	$	3,911	$	7,736,222	$	(8,219,973	)	$	—	$	(479,840	)

See accompanying notes to unaudited condensed consolidated financial statements.

5

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended March 31,						Cumulative from June 10, 2010 (Inception) to March 31,
	2014			2013			2014
Cash flows from operating activities
Net loss	$	(612,249	)		(178,803	)		(8,172,161	)
Adjustments to reconcile net less to net cash provided by (used in) operating activities
Common stock issued for consulting fees		—			—			3,146,192
Common stock issued for directors fees		126,000			120,000			1,680,700
Common stock issued for services		315,832			—			1,404,365
Common stock issued for rent		15,000						15,000
Loss on extinguishment of debt		—			—			108,050
Changes in operating assets and liabilities
Accounts payable		78,021			42,042			642,856
Accrued liabilities		34,809			612			191,632
Liabilities settled in stock		—			—			(5,965	)
Derivative liability		—			—			—
Prepaid expenses		(6,244	)		—			308,460
Due to related parties		—			19,000			583,440
Net cash provided by (used in) operating activities		(48,831	)		2,851			(97,431	)
Cash flows from investing activities		—			—			—
Cash flows from financing activities
Repayment of cash overdraft		—			(1,197	)		—
Common stock issued for cash		50,000			—			60,000
Proceeds from short-term notes payable		—			—			13,500
Proceeds from notes payable		—			—			30,000
Repayments of related party notes payable		—			—			(5,000	)
Capital contribution		—			—			100
Net cash provided by financing activities		50,000			(1,197	)		98,600
Net change in cash	$	1,169		$	1,654		$	1,169
Cash, beginning of period		—			—			—
Cash, end of period	$	1,169		$	1,654		$	1,169
Supplemental disclosure of cash flow information
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Supplemental disclosure of non-cash operating and financing activities
Reclassification of short term note payable to accounts payable	$	—		$	11,000
Common stock issued for the purchase of intangible asset	$	40,000			—

See accompanying notes to unaudited condensed consolidated financial statements.

6

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2014

Note 1 - Nature of Operations and Basis of Presentation

(a) Organization

Sibling Group Holdings, Inc., referenced as the “SIBE,” “Company,” “we,” “our,” and “us” was incorporated under the laws of the State of Texas on December 28, 1988, as “Houston Produce Corporation”. On June 24, 1997, the Company changed its name to “Net Masters Consultants, Inc.” On November 27, 2002, the Company changed its name to “Sona Development Corporation” in an effort to restructure the business image to attract prospective business opportunities. Our name changed on May 14, 2007 to “Sibling Entertainment Group Holdings, Inc.” and on August 15, 2012 the Company name was changed to “Sibling Group Holdings, Inc.” Prior to December 30, 2010, our business plan called for focusing on large group sales of tickets to New York based entertainment shows.

On December 30, 2010, SIBE entered into a Securities Exchange Agreement with NEWCO4EDUCATION, LLC (“N4E”), a newly formed entity on June 10, 2010, and the members of N4E. Pursuant to the Securities Exchange Agreement, SIBE has acquired N4E in exchange for 8,839,869 shares of SIBE’s newly authorized convertible series common stock. For accounting purposes, the acquisition was treated as an acquisition of SIBE by N4E and as a recapitalization of N4E’s equity. N4E is the surviving and continuing entity and the historical financials following the reverse merger transaction are those of N4E. As part of the recapitalization of N4E, the equity transactions since its inception have been retroactively restated to include the equivalent shares of the Company’s common stock received in the merger. Accordingly, the statement of changes in shareholders’ deficit reflects the restatement of these transactions. The consolidated financial statements are based on the historical consolidated financial statements of N4E after giving effect to the reverse merger. In conjunction with the acquisition of N4E, the company issued 1,039,985 shares of our series common stock pursuant to debt conversion agreements with the holders of the Company's Series AA Debentures and related warrants.

The Company focuses on providing services and technology aimed at increasing the performance in educational settings and operates 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. The Company is considered a development stage company in accordance with ASC 915, “Development Stage Entities”.

(b) Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiary, N4E, All significant intercompany transactions and balances have been eliminated.

(c) Going Concern

The financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues or completed development of any commercially acceptable products or services to date, and has incurred losses of $8,172,161 since inception, and further significant losses are expected to be incurred during the Company’s development stage. The Company will depend almost exclusively on outside capital through the issuance of common shares, debentures, and other loans, and advances from related parties to finance ongoing operating losses.

The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

7

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 2 - Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

(b) Income Taxes

The Company utilizes Financial Accounting Standards Board Codification (‘ASC”), ASC 740, “Accounting for Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities, and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income.

(c) Financial Instruments

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

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

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

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

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

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

(d) Stock-Based Compensation

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

8

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 2 - Summary of Significant Accounting Policies (Continued)

(d) Stock-Based Compensation (Continued)

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

(e) Loss per Share

The Company computes loss per share in accordance with ASC 260, “Earnings Per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. This guidance requires companies that have multiple classes of equity securities to use the “two-class” of “if converted method” in computing earnings per share. We compute loss per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The Company has excluded all common equivalent shares outstanding for warrants to purchase common stock from the calculation of diluted net loss per share because all such securities are anti-dilutive for the periods presented.

(f) Recent Accounting Pronouncements

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

Note 3 – Acquisition Activity

During 2013 we completed the acquisition of two internet properties, ClassChatter.com and ClassChatterLive.com as well as the assets and operations of PLC Consultants, LLC.  We are currently working on web site revisions for these assets, which have not yet been placed in service, and are hence not amortized during the first quarter of 2014.

On February 1, 2014, we completed the purchase of the assets of DWSaba Consulting, LLC for 800,000 shares of restricted common stock valued at $0.05 per share for total consideration of $40,000. This allowed Sibling Group Holdings access to the AcceleratingED.com website, newsletter, extensive contacts in education as well as access to the education marketing and sales tools developed by DWSaba Consulting, LLC.

Once these intangibles have been placed in service we will commence amortizing them over a three year period.

The Company continues conversations with a number of acquisition targets with the anticipation of  announcements during 2014.

9

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 4 - Short-Term Notes Payable

Short term notes payable consists of the following:

	March 31, 2014		December 31, 2013
Short Term Note	$	2,500	$	2,500
Outstanding Debenture		30,000		30,000
Total Short Term Notes	$	32,500	$	32,500

At March 31, 2014 and December 31, 2013 the Company had notes payable with a total balance of $32,500. This represents short term notes with annual interest rates ranging from 10% to 12%. At March 31, 2014 and December 31, 2013 these notes had accrued interest in the amount of $20,933 and $20,258, respectively.

On December 30, 2010, the Company entered into Conversion Agreements with all but one of the holders of the Series AA debentures previously issued by SIBE and held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and one-hundred percent (100%) of the membership interests of a new, wholly-owned subsidiary of SIBE, Debt Resolution, LLC (DR LLC) in full settlement of their debentures, underlying warrants and accrued interest as of that date. The Conversion Agreements released all claims that 43 of the holders of the debentures had, have, or might have against SIBE. Following this transaction, the Company now has a debenture balance of $30,000 and accrued interest of $20,550 as of March 31, 2014, which is in default.

Note 5 – Reverse Merger with NEWCO4EDUCATION, LLC

On December 30, 2010, the Company, pursuant to a Securities Exchange Agreement, acquired all of the outstanding membership interests of NEWCO4EDUCATION, LLC by issuance of 8,839,869 shares of convertible series common stock. 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. 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. The Exchange

Agreement was contingent on the consummation of two other transactions, which were completed as follows:

On December 29, 2010, the Company entered into a Loan Assignment Agreement with Sibling Theatricals, Inc. ("STI") and Debt Resolution, LLC ("DR LLC"), a newly formed subsidiary of the Company. Pursuant to the Loan Assignment Agreement, the Company assigned the Loan Receivable with STI and the related accrued interest receivable and certain related liabilities underlying these theatrical assets for 1 million membership interests in DR LLC. The Company's ownership interest in DR LLC was transferred to the Series AA debenture holders the next day as part of the settlement of those debt obligations (see below). The Company effectively exited the theatricals business as a result of these transactions.

On December 30, 2010, the Company entered into Conversion Agreements with all but one of the holders of the Series AA convertible debentures held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and one-hundred percent (100%) of the membership interests of DR LLC in full settlement of their debentures, underlying warrants and accrued interest as of that date. The Conversion Agreements released all claims that 43 of the holders of the debentures had, have, or might have against the Company.

10

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 6 - Capital Stock

On December 30, 2010, the Board of Directors approved a new series of common stock to effect a debt settlement. As a result, the 100,000,000 authorized shares of common stock on that date, were divided into 10,000,000 shares of series common stock (“Series Common Stock”) and 90,000,000 shares of common stock (“Common Stock”).

Series Common Stock

Series Common Stock automatically converted into Common Stock upon a two-thirds vote by the holders of the Series Common Stock. The holders of Series Common Stock enjoyed certain anti-dilution rights whereby the holders of the Series Common Stock will always enjoy a 95% ownership of the Common Stock outstanding as if the holders of the Series Common Stock had converted their shares.

On December 30, 2010, the Company issued 8,839,869 shares of its Series Common Stock pursuant to a Securities Exchange Agreement by and among the Company, N4E, and the N4E Members. Six individual holders of the Series Common Stock entered into stock restriction agreements whereby these six individuals agreed to continue to render services to the Company for up to two years, through December 30, 2012. If an individual does not fulfill the two year term under the Stock Restriction Agreement, the Company had the right to purchase a pro-rata portion of the Series Common Stock held by that individual for $1.00. If the individual terminated his employment before December 30, 2011, then the Company had the right to repurchase, or cancel, 67% of the Series Common Stock holdings subject to the Stock Restriction Agreement. If the individual terminated his employment between December 30, 2011 and December 31, 2012, then the Company had the right to repurchase, or cancel, 33.34% of his Series Common Stock holdings. These individuals were founders of the Company and were paid separately for current services. Any changes as a result of these claw back provisions are considered to be capital and have no effect on the operations of the Company.

In connection with the acquisition of N4E, the Company issued 1,039,985 shares of its Series Common Stock pursuant to debt conversion agreements with the holders of the Company’s Series AA Debentures and related warrants.

Reacquisition and Reissuance of Series Common Stock

During the three months ended March 31, 2012 the Company negotiated the return of 430,010 shares of Series Common Stock. The acquired Series Common Stock do not trade, therefore the Company valued such Series Common Stock using its comparable common stock equivalent. The trading price of the Common Stock on the date of reacquisition of the Series Common Stock was $0.03 per share. As a result, the Company recorded the fair value of the Series Common Stock to treasury stock in the approximate amount of $1,828,000.

During the three month period ended March 31, 2012, the Company issued 350,000 shares and 80,010 shares of Series Common Stock to two consultants, respectively, and recorded compensation expense of approximately $1,828,000. The compensation expense was calculated by multiplying the 430,010 shares, in the aggregate, of the Series Common Stock, on an as converted basis, by the trading price of $0.03 as of March 30, 2012. The compensation expense is reported as general and administrative expense in the statement of operations for the year ended December 31, 2012.

On May 24, 2012, the Company reacquired 80,100 shares of the Series Common Stock previously issued to a consultant during March 30, 2012. The trading price of the Common Stock on the date of reacquisition of the Series Common Stock was approximately $0.012 per share. As a result, the Company recorded the fair value of the Series Common Stock to treasury stock in the approximate amount of $145,000.

11

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 6 - Capital Stock (Continued)

Reacquisition and Reissuance of Series Common Stock (Continued)

On May 28, 2012, the Company issued 80,100 shares of the previously reacquired Series Common Stock to an employee for an aggregate purchase price of $1.00. The trading price on the date of reissuance of the Company’s common stock was approximately $0.012. As a result, the Company eliminated the cost of $145,000 from treasury stock and recorded the difference between the purchase price and previous acquisition cost of $145,000 as compensation expense.

On August 21, 2012, the effective date of the Series Common conversion to shares of common stock, as part of the conversion, the Company cancelled the common shares issued in conversion for the Series Common shares attributable to the May 28, 2012 transaction. As a result, the Company reversed the compensation expense in the amount of $145,000 previously recorded.

Conversion of Series Common Stock and 100:1 Reverse Split

In connection with actions taken at the Annual Shareholders Meeting on August 9, 2012, all Series Common Stock shares were converted into common stock at a ratio of 1.51 per share, when taking into effect a reverse split at a 100:1 ratio which was also approved at the meeting. All share amounts reflect the effect of the reverse split shares including those applicable to periods prior to the reverse stock split.

Common Stock

During the first quarter, 2011, the Company took steps to significantly reduce outstanding debts associated with the acquisition of N4E by issuance of the Company’s common stock as follows:

On January 14, 2011, the Company entered into an agreement with Mr. Richard Smyth, pursuant to which the Company issued 24,715 shares of common stock valued at $49,430, in payment of consulting services rendered to N4E in connection with the formation and development of the strategy and business plans of N4E.

On January 14, 2011, the Company entered into an agreement with Meshugeneh LLC, pursuant to which the Company issued 42,500 shares of common stock valued at $85,000 in payment of consulting services rendered to N4E in connection with the formation and development of the strategy and business plans of N4E.

On January 14, 2011, the Company entered into an agreement with Betsey V. Peterzell, pursuant to which the Company issued 10,750 shares of common stock valued at $51,500 in payment of legal services rendered to N4E.

On January 14, 2011, the Company entered into an agreement with Michael Baybak, pursuant to which the Company issued 20,000 shares of common stock valued at $40,000 for services rendered to the Company in connection with the acquisition of N4E.

On March 1, 2011, as amended June 1, 2011, the Company entered into an agreement with Viraxid Corporation, pursuant to which the Company issued 8,333 shares of common stock valued at $41,666 for accounting and bookkeeping services rendered to N4E.

On March 1, 2011, the Company entered into an agreement with Gerald F. Sullivan, Chairman, pursuant to which the Company issued 17,000 shares of common stock valued at $85,000 for services rendered to the Company in connection with the formation and development of strategy and business plans of N4E. These were issued on March 31, 2011.

On October 24, 2011, the Company entered into an agreement with Gerald F. Sullivan, Chairman, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011.

12

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 6 - Capital Stock (Continued)

Common Stock (Continued)

On March 1, 2011, the Company entered into an agreement with Stephen C. Carlson, CEO, pursuant to which the Company issued 9,666 shares of common stock valued $48,334, for consulting services rendered to N4E in connection with the development of strategy and business plans of N4E and for services rendered to the Company as CEO during the first quarter of 2011. These were issued on March 31, 2011.

On October 1, 2011, the Company entered into an agreement with Stephen C. Carlson, CEO, pursuant to which the Company issued 5,967 shares of common stock valued $119,349 to convert debt for services as CEO for the period April 1, 2011 to September 30, 2011. These were issued on October 3, 2011.

On October 24, 2011, the Company entered into an agreement Stephen C. Carlson, CEO, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011.

On March 1, 2011, the Company entered into an agreement with Oswald A. Gayle, CFO, pursuant to which the Company issued 4,722 shares of common stock valued at $23,614 for services rendered to the Company as CFO during the first quarter of 2011.

On October 1, 2011, the Company entered into an agreement with Oswald A. Gayle, CFO, pursuant to which the Company issued 6,611 shares of common stock valued at $132,235 to convert debt for services as CFO for the period April 1, 2011 to September 30, 2011.

On October 24, 2011, the Company entered into an agreement Oswald A. Gayle, CFO, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011.

On October 24, 2011, the Company entered into an agreement with Dr. Amy Savage-Austin, a director, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000 as an incentive bonus. These were issued on October 24, 2011.

On October 24, 2011, the Company entered into an agreement with Dr. Gerry L. Bedore, Jr., a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $200,000 as an incentive bonus. These were issued on October 24, 2011.

On October 24, 2011, the Company entered into an agreement with Dr. Timothy G. Drake, a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $200,000 as an incentive bonus. These were issued on October 24, 2011.

On November 18, 2011, the Company entered into an agreement with Robert Copenhaver, a director, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011.

On November 18, 2011, the Company entered into an agreement with Michael Hanlon, a director, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011.

On November 18, 2011, the Company entered into an agreement with William W. Hanby, a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011.

For the period January 1, 2011 through December 31, 2011, the Company sold 5,714 shares at a price of $0.0175 per share or $10,000 in the aggregate to one accredited investor.

13

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 6 - Capital Stock (Continued)

Common Stock (Continued)

During the year ended December 31, 2012, the Company issued the following shares of Common Stock:

In January, 2012, the Company issued 5,328 shares of common stock valued at approximately $21,000, or $4.00 per share, to Oswald Gayle, the former CFO, in full satisfaction of all amounts owed to him for his services.  As a part of his resignation he tendered 200,000 shares of series common stock which he had acquired as a result of his position as a founding member of NEWCO4EDUCATION, LLC.

In January, 2012, the Company issued 5,576 shares of common stock valued at approximately $22,000, or $4.00 per share, to Steve Carlson, the former CEO, in partial satisfaction of amounts owed to him for his services.

In February 2012, the Company issued 10,000 shares of common stock values at $30,000, or $3.00 per share, to The Partnership of Atlanta Incorporated for consulting services.

In June 2012, the Company issued 50,000 shares of restricted common stock valued at $30,000, or $0.60 per share, to five individuals in partial satisfaction of certain amounts owed to Meshugeneh LLC for consulting services.  An additional 500,000 shares were issued in connection with this transaction in September 2012.

In August 2012, 14,947,216 shares of common stock were issued in connection with the conversion of the series common into common stock.

In September 2012, the Company rescinded the series common issued and converted into 120,055 shares of common stock to an individual in connection with compensation for services valued at $145,000.

On September 30, 2012, the Company issued 257,000 shares of common stock valued at $513,370 or $2.00 per share to Richard Smyth and Meshugeneh, LLC in satisfaction of accounts payable balances owed for services and expense advances made on behalf of the Company.

On October 3, 2012, the Company issued 500,000 shares of its common stock at a value of $0.05 per share, for a total value of $25,000, to Steeltown Consulting Group, LLC in connection with consulting services.

On October 30, 2012, the Company issued 500,000 shares of its common stock at a value of $1.25 per share for a total value of $625,000, to Ahmad Arfaania in connection with consulting services.

In December 2012, the Company issued 800,000 shares of common stock valued at $512,000 or $0.64 per share to various Board of Directors members for services. In addition the Company issued 750,000 shares of common stock valued at $480,000 or $0.64 per share to various members of the Board of Directors for services to be rendered in 2013.  The value of these shares will be expensed ratably in 2013.

In December 2012, the Company issued 200,000 shares of common stock to its Chief Executive Officer valued at $128,000 or $0.64 per share for past and future services.

In December 2012, the Company issued 80,000shares of common stock to two consultants valued at $51,200 or $0.64 per share for consulting services.

Effective August 9, 2012, the Company’s stockholders approved an increase in authorized capital stock to 500 million shares.

During the year ended December 31, 2013, the Company issued the following shares of Common Stock:

On April 25, 2013, the Company issued 257,040 shares of common stock valued at $59,376 or $0.23 per share for the settlement of accounts payable.

14

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 6 - Capital Stock (Continued)

Common Stock (Continued)

On May 1, 2013, the Company issued 27,754 shares of common stock valued at $6,500 or $0.23 per share for consulting services.

On May 30, 2013, the Company issued 316,905 shares of common stock valued at $58,000 or $0.18 per share for the purchase of intangible assets.

On June 1, 2013, the Company issued 50,497 shares of common stock valued at $10,000 or $0.20 per share for consulting services.

On July 1, 2013, the Company issued 39,394 shares of common stock valued at $6,500 or $0.165 per share for consulting services pursuant to a Consulting Agreement.

On July 1, 2013, the Company issued 21,212 shares of common stock valued at $3,500 or $.165 per share for consulting services pursuant to a Consulting Agreement.

On August 1, 2013, the Company issued 26,860 shares of common stock valued at $6,500 or $0.2420 per share for consulting services pursuant to a Consulting Agreement.

On August 1, 2013, the Company issued 14,463 shares of common stock valued at $3,500 or $.2420 per share for consulting services pursuant to a Consulting Agreement.

On August 16, 2013, the Company issued 300,000 shares of common stock valued at $24,000 for the purchase of intangible assets pursuant to an Asset Purchase Agreement between the Company and the principals of PLC Consultants, LLC.

On August 17, 2013, the Company issued 14,463 shares of common stock valued at $3,500 or $.2420 per shares for consulting services pursuant to a Consulting Agreement.

On September 1, 2013, the Company issued 65,657 shares of common stock valued at $6,500 or $.099 per share for consulting services pursuant to a Consulting Agreement.

On September 1, 2013, the Company issued 35,354 shares of common stock valued at $3,500 or $.099 per share for consulting services pursuant to a Consulting Agreement.

On September 1, 2013, the Company issued 35,354 shares of common stock valued at $3,500 or $.099 per shares for consulting services pursuant to a Consulting Agreement.

On September 30, 2013 the Company issued 450,000 shares of common stock to Neal Sessions, valued at $.05 per share in conversion of all outstanding expenses, at an expense of $22,500 to the Company, in conjunction with his resignation from all positions with the Company.

On September 30, 2013 the Company issued 94,392 shares of common stock valued at $4,720 or $.05 as a one time bonus for work performed under a Consulting Agreement.

On September 30, 2013 the Company issued 300,183 shares of common stock valued at $15,009 or $.05 as a one time bonus for work performed under a Consulting Agreement.

On September 30, 2013 the Company issued 307,512 shares of common stock valued at $15,376 or $.05 as a one time bonus for work performed under a Consulting Agreement.

15

SIBLING GROUP HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 2014

Note 6 - Capital Stock (Continued)

Common Stock (Continued)

On September 30, 2013 the Company issued 50,000 shares of common stock valued at $2,500 or $.05 for the conversion of an outstanding debt.

During the fourth quarter of 2013, the Company issued 8,197,517 shares of common stock pursuant to Consulting Agreements. The stock issued was fair valued at prices ranging from $0.04 to $0.12 per share for a total fair value of $402,044.

During the fourth quarter of 2013, the Company issued 1,450,000 shares of common stock in accordance with the Company’s Board of Directors’ compensation policy. The shares issued were fair valued at prices ranging from $0.04 to $0.09 for a total fair value of $92,700.

During the fourth quarter of 2013, the Company issued 1,250,000 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at $0.09 per share for a total fair value of $93,702.

For the three months ended March 31, 2014, the Company issued the following shares of Common Stock:

On January 1, 2014 the Company issued a total of 870,000 share of common stock in exchange for consulting services. The shares issued were fair valued at $0.05 per share for a total fair value of $43,500.

On February 1, 2014 the Company issued a total of 800,000 shares of common stock to complete the acquisition of DWSaba Consulting LLC. The shares were issued at $0.05 per share for a total consideration of $40,000.

Also on February 1, 2014, the Company issued a total of 500,000 shares with a fair value of $0.10 per share and 483,333 shares with a fair value of $0.09 per share for total issuances of 983,333 shares carrying a total fair value of $93,500.

On March 1, 2014, the Company issued a total of 518,330 shares of common stock for services and 150,000 common shares in exchange for rent. The stock issued was fair valued at $0.10 per share for a total fair value of $ 66,833.

On March 6, 2014, the Company issued a total of 3,162,500 common shares in exchange for services and 625,000 common shares in exchange for cash. The stock carried a value of $0.08 per share resulting in a total value of services of $253,000 and total cash proceeds of $50,000.

Note 7 – Commitments and Contingencies

During 2013, the Company entered into seven consulting agreements where the consultants will be paid a total of $38,500 per month. All fees will be paid in common stock on the first day of each month valued at 110% of the closing share price during the final ten trading days of the previous month.

The Company has recently received regulatory approval to move forward with the acquisition of Blendedschools.net’s (BSN) operating assets to BLSCH Acquisition LLC, a wholly owned subsidiary of Sibling Group Holding, Inc.  A copy of the definitive agreement is attached as an exhibit to this filing.  The Company is currently working on completing its due diligence and reviewing disclosures provided by BSN prior to closing, expected sometime during the second quarter of 2014.  In November 2013, the Company entered into a purchase agreement to acquire certain assets of Blendedschools,net  for $550,000 subject to certain deliverables from the seller and the Company.

Note 8 –Subsequent Events

During April 2014, the Company issued a total of 256,665 common shares for services in accordance with consulting agreements in effect. The shares were valued at $0.15 resulting in total expense of $38,500.

Also during April 2014, the Company issued 50,000 common shares with a market value of $0.14 per share for services resulting in total consideration of $7,000.

16

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our mission is to utilize advanced technology and education management techniques to enhance and accelerate the delivery of 21 ^st century learning using multiple teaching and learning modalities on a global basis.  We intend to accomplish this mission by accessing funds from the public capital markets and melding them into a unified strategy that will help to accelerate the improvement of education across the globe.  Our desired result will be better educated children, a sustainable and cost effective teaching model for education, at all age levels, including career education, and reduced dependence on governmental funding.

Critical Accounting Policies

Our critical accounting policies are summarized in Note 2 to our consolidated financial statements included in Item 8 of our annual report on Form 10-K for the fiscal year ended December 31, 2013.  However, certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our financial statements.  In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates.  Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information available from other outside sources, as appropriate.  Actual results may differ significantly from the estimates contained in our unaudited consolidated financial statements.  There have been no changes to our critical accounting policies during the fiscal quarter ended March 31, 2014.

Results of Operations

For the three months ended March 31, 2014, our operations included satisfying continuous public disclosure requirements and the continued focus on the development and deployment of software, systems, and procedures to enhance the rate of learning in both primary and secondary education.  We took steps to create specifications for our initial internet-based offerings, to seek qualified vendors to supply software and systems, and we have begun the process of developing a marketing plan for its deployment.  We have engaged a digital advertising and marketing agency to support our needs in an outsourcing arrangement, and have rolled out new product identifications.  We continue to seek qualified executives in support of our plans for growth, and we expect to expand both the management team and our Board of Directors during the near term.

We have expanded our pool of acquisition targets and expect increased activity in the second and third quarters of 2014.

We have not generated revenues since our inception and we cannot determine when we will generate revenue from operations. We expect to continue to operate at a loss for the foreseeable future. In order to act upon our operating plan as discussed herein, we must be able to raise sufficient funds from debt financing and/or new investment from private investors. Although we continue our efforts to attract the necessary capital to act upon our operating plan, there can be no assurance that we will be able to raise sufficient funds, if at all.

For the three month period ended March 31, 2014, we recorded a net loss of $612,249 and the aggregate net loss from inception to date is $8,172,161; these losses are primarily attributable to general and administrative expenses.   A large portion of the general and administrative expenses as of  March 31, 2014 were related to the appointment of our new President and Chief Financial Officer, and consultants engaged in certain activities, including but not limited to, consultation with respect to management, marketing, strategic planning, corporate organization and structure, financial matters in connection with the operation of our business, expansion of services, evaluation of acquisition and business opportunities and review and advice regarding our overall progress, needs and condition.

Liquidity and Capital Resources

We are in the development stage and, since inception, have experienced significant changes in liquidity, capital resources and shareholders’ equity.  For the periods ending March 31, 2014 and December 31, 2013, the Company had total assets of $131,138 and $83,725; current liabilities of $610,978 and $498,148 and stockholders’ deficits of $479,840 and $414,423, respectively.

17

We have had no capital expenditures from June 10, 2010 (inception) to March 31, 2014, and have no plans for the purchase of any plant or equipment in the foreseeable future.

We will depend almost exclusively on outside capital through the issuance of our securities and advances from related and other parties to finance ongoing operating losses.  Our ability to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations.  There can be no assurance that we will be able to raise the necessary funds when needed to finance its ongoing costs.  These factors raise substantial doubt about our ability to continue as a going concern.  The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

We estimate that we will require at least $1,000,000 in additional funding over the next 12 months to complete the acquisition of Blendedschools.net and to develop our business.  Presently, we have no liquid assets with which to meet our current expenses.  Current and anticipated capital needs may vary based on our acquisition strategy and opportunities, or technology development activities.  As a result, we may raise capital through the issuance of debt, the sale of equity, or a combination of both.

We do not presently have any firm commitments for additional working capital and there are no assurances that such capital will be available to us when needed or upon terms and conditions which are acceptable to us.  If we are able to secure additional working capital through the sale of equity securities, the ownership interests of our current stockholders will be diluted.  If we raise additional working capital through the issuance of debt or additional dividend paying securities, our future interest and dividend expenses will increase.

If we are unable to secure additional working capital as needed, our ability to develop new business, generate sales, meet our operating and financing obligations as they become due, or continue our business and operations could be in jeopardy.

As of March 31, 2014, corporate offices are located at 1355 Peachtree Street, Suite 1150, Atlanta, GA 30309.

We currently have two full time employees, our President and Chief Financial Officer, who were both hired during the first quarter of 2014.  There are no immediate plans for any additional employees.  The individuals working for the benefit of the Company have been compensated primarily through the issuance of stock, or accrued payroll beginning March 1, 2014.

Off-Balance Sheet Arrangements

As of March 31, 2014, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

18

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO,  to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2014. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were ineffective as of March 31, 2014.  We have identified the following material weaknesses as of March 31, 2014: (i) lack of segregation of duties, (ii) lack of sufficient resources to ensure compliance with GAAP and the rule and regulations of the SEC, especially with regards to equity based transactions and tax accounting expertise, (iii) inadequate security over information technology and (iv) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms.

Remediation of Material Weaknesses in Internal Control

We believe that the material weaknesses as reported will eventually be fully remediated, once we obtain sufficient working capital to hire the proper personnel for segregation of duties and with appropriate knowledge of SEC and GAAP accounting.  In addition, the Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2014 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

19

PART II.  OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Company is not involved in any legal proceeding as of the date of these financial statements. The Company may become involved in litigation in the future in the normal course of business.

ITEM 1A.

RISK FACTORS

There are no material changes from the risk factors previously disclosed in Part 1, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Exemption from Registration

The securities issued during the three months ended March 31, 2014 were issued without registration with the Securities and Exchange Commission, pursuant to Section 4(2) of the Securities Act of 1933, as amended.  The securities are offered and sold only to accredited investors as defined in Regulation D.  This exemption applies because the Company did not make any public offer to sell any securities, but rather, the Company only offered securities to persons known to the Company to be accredited investors and only sold securities to persons who represented to the Company in writing that they are accredited investors.

On January 1, 2014, the Company issued 870,000 shares of common stock valued at $43,500 or $0.05 per share for consulting services pursuant to Consulting Agreements.

On February 1, 2014, the Company issued 800,000 shares of common stock valued at $40,000 or $0.05 per share for the purchase of intangible assets pursuant to an Asset Purchase Agreement between the Company and principals of DWSaba Consulting LLC.

On February 1, 2014, the Company issued 500,000 shares of common stock valued at $50,000 or $0.10 per share for a one time incentive and for services rendered as a member of the Board of Directors.  

On February 1, 2014, the Company issued 483,333 shares of common stock valued at $43,500 or $0.09 per share for consulting services pursuant to Consulting Agreements.

On March 1, 2014, the Company issued 150,000 shares of common stock valued at $15,000 or $0.10 per share for the conversion of an outstanding debt.

On March 1, 2014, the Company issued 385,000 shares of common stock valued at $38,500 or $.10 per share for consulting services pursuant to Consulting Agreements.

On March 1, 2014, the Company issued 133,333 shares of common stock valued at $13,333 or $0.10 per share in lieu of wages.

On March 6, 2014, the Company issued 950,000 shares of common stock valued at $76,000 or $.08 per share for services rendered for members of the Board of Directors.

On March 6, 2014, the Company issued 1,000,000 shares of common stock valued at $80,000 or $0.08 per share as a one time incentive bonus pursuant to an employment arrangement.

On March 6, 2014, the Company issued 650,000 shares of common stock valued at $52,000 or $.08 per share for as a one time bonus for work performed under Consulting Agreements.

On March 6, 2014, the Company issued 62,500 shares of common stock valued at $5,000 or $.08 per share for consulting services pursuant to a Consulting Agreement.

On March 6, 2014, the Company issued 625,000 shares of common stock valued at $50,000 or $.08 per share in exchange for cash.

20

On March 6, 2014 the Company issued 500,000 shares of common stock valued at $40,000 or $.08 per share for services rendered pursuant to a consulting agreement.   

ITEM 6.

EXHIBITS

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

21

SIGNATURES

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

Sibling Group Holdings, Inc.
By:	/s/ Dave Saba
	Dave Saba
	President
	(Principal Executive Officer)
By:	/s/ Maurine Findley
	Maurine Findley
	Chief Financial Officer
	(Principal Accounting Officer)

Dated:  May 15, 2014

22

INDEX TO EXHIBITS

Exhibit No.	Description
10.1*	Asset Purchase Agreement between the Company and DWSaba Consulting LLC and David W. Saba, dated January 31, 2014.
10.2*	Asset Purchase Agreement between the Company and BLSCH Acquisition, LLC and BLENDEDSCHOOLS.NET, dated November 25, 2013.
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
31.2	Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
32.1**	Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema Document.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.

———————

*

Filed with this report.

**

Furnished with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subjected to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

23

EX-10.1

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 31^st day of January, 2014 (the “Closing Date”), by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (“Purchaser”) and DWSABA CONSULTING LLC, a Texas limited liability company (“Seller”) and DAVID W. SABA, a resident of the State of Texas(“Shareholder”).

Background

Seller is the owner of AcceleratingED Consulting.  Shareholder is the sole member of Seller and is the developer of the consulting practice.  [The parties intend for the transactions contemplated by this Agreement to qualify as a “C” reorganization pursuant to Section 368(a)(1)(c) of the Internal Revenue Code of 1986.  ]The issuance and delivery of the Common Stock to Seller on and subject to the terms and conditions set forth in this Agreement is made 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 “1933 Act”).

Agreement

For and in consideration of the mutual representations, warranties, covenants, and agreements contained herein and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties agree:

Section 1.   Purchase and Sale of Assets

Section 1.1

Purchase of Assets.  

In reliance upon the representations, warranties, covenants, and agreements contained in this Agreement, Purchaser hereby purchases and Seller hereby sells, assigns, grants, transfers, and conveys to Purchaser upon the terms and subject to the conditions of this Agreement, free and clear of all liabilities (fixed or contingent), obligations, security interests, liens, claims, or encumbrances of any nature or kind whatsoever except for Assumed Liabilities, all of the assets, properties, and rights of Seller of every type and description, tangible and intangible, wherever located and whether or not reflected on the books of Seller or carried thereon at zero value, including without limitation the following, provided however, that Seller shall not sell and Purchaser shall not purchase the Excluded Assets described in Section 1.2 of this Agreement:

(a)

All world wide web sites and domain names owned or licensed by Seller, including AcceleratingED.com, together with all documentation related thereto, and all related

-1-

java applets and scripts, (collectively, the “Web Sites”), including, without limitation, the Web Sites listed on Section 1.1(a) of the Disclosure Schedule;

(b)

all software applications, tools, technologies, and components owned by Seller in both source code and object code versions with all versions, modifications, and enhancements thereto, together with all programming tools, libraries, and software to support and augment such software, and all flowcharts, logic diagrams, technical and descriptive documentation, materials, and specifications related thereto (collectively, the “Applications”), including, without limitation, the Applications listed on Section 1.1(b) of the Disclosure Schedule;

(c)

all patents, patent rights, patent applications and continuances, trade names and trade dress, trademarks (registered and unregistered), trademark applications, service marks (registered and unregistered), service mark applications (all marks to include all goodwill associated therewith), copyrights (registered and unregistered) and applications therefor, formulae, trade secrets, and know-how necessary or desirable to the conduct of the business as conducted by Seller and as proposed to be conducted by Purchaser (collectively, the “Intellectual Property”, including, without limitation, the Intellectual Property listed on Section 1.1(c) of the Disclosure Schedule;

(d)

All rights of Seller in all software licensed from third parties and used by Seller, including without limitation, development tools, third party components, third party content used in the Web Sites and Applications, and all other third party software used by Seller (collectively, the “Shrink-wrap Software”), including, without limitation, the software packages listed on Section 1.1(d) of the Disclosure Schedule;

(e)

The executory obligations of Seller arising under the contracts listed in Section 1.1(e) of the Disclosure Schedule (each individually, a “Contract” and collectively, “Contracts”), together with the right to receive income with respect to the Contracts after the Closing Date, to the extent assignable; and

(f)

All data, books, records, correspondence, accounts, records of sales, customer lists, files, papers, and related materials used by Seller in connection with the Purchased Assets (collectively, the “Books and Records”).

The assets, rights, and properties of Seller described in this Section 1.1 which are not Excluded Assets as defined in Section 1.2 hereof, are hereinafter collectively referred to as the “Purchased Assets.”

Section 1.2

Excluded Assets.  

Seller shall not sell and Purchaser shall not purchase or acquire and the Purchased Assets shall not include:

(a)

Seller’s limited liability company franchise, limited liability company interest record books, limited liability company books containing minutes of meetings of managers and members, tax returns and records, books of account and ledgers, and such other records as having to do with Seller’s organization or capitalization;

(b)

Any rights which accrue to Seller under this Agreement; and

-2-

(c)

The assets, properties, and rights of Seller listed and described on Section 1.2 of the Disclosure Schedule (the assets described in this Section 1.2 are hereinafter collectively referred to as the “Excluded Assets”).  

Section 1.3

Assumption of Certain Liabilities. 

At the Closing, as additional consideration for the sale, conveyance, transfer, and delivery of the Purchased Assets, Purchaser shall assume, perform, discharge, and become obligated for, commencing and effective from and after the Closing Date, all of the executory obligations and liabilities of Seller arising from and after the Closing Date pursuant to the Contracts and the licenses related to the Shrink-Wrap Software, but excluding any obligations or liabilities arising from or relating to any breach or violation thereof, or a default thereunder, by Seller prior to Closing (the “Assumed Liabilities”).

Section 1.4

Excluded Liabilities.  

PURCHASER SHALL NOT ASSUME OR BECOME LIABLE FOR ANY OBLIGATIONS, COMMITMENTS, OR LIABILITIES OF SELLER, WHETHER KNOWN OR UNKNOWN, ABSOLUTE, CONTINGENT, OR OTHERWISE, AND WHETHER OR NOT RELATED TO THE PURCHASED ASSETS, EXCEPT FOR THE ASSUMED LIABILITIES (the obligations and liabilities of Seller not assumed by Purchaser are hereinafter referred to as the “Excluded Liabilities”).  

Section 1.5

IP Assignment by Shareholder.  

Shareholder irrevocably assigns to Seller, the exclusive ownership of all right, title, and interest in and to the Web Sites and the Applications, and all intellectual property rights therein.  This assignment in this Section 1.5 is effective at 12:00 a.m. on the Closing Date, with the effect that any ownership of Shareholder in the Web Sites, the Applications, and the Intellectual Property is assigned to Seller immediately prior to the transfer of the Purchased Assets to Purchaser.

Section 2.  Purchase Price and Closing

Section 2.1

Purchase Price. 

The Purchase price for the Purchased Assets and the Restrictive Covenants is FORTY THOUSAND DOLLARS ($40,000) (the “Purchase Price”).  

Section 2.2

Payment of Purchase Price. 

The Purchase Price shall be paid by issuance of a number of shares of Common Stock of Purchaser (the “Common Stock”) equal to the quotient of the Purchase Price divided by the average of the closing bid and asked price of the Common Stock over a ten (10) trading day period ended January 15, 2014.  No fraction of a share of Common Stock shall be issuable pursuant to this Agreement and any fraction of a share of Common Stock shall be rounded to the nearest whole share of Common Stock.

-3-

Section 2.3

Time and Place of Closing. 

The closing of the purchase and sale of the Purchased Assets (the “Closing”) was held at the offices of DWSaba Consulting, L.L.C. at 1808 Marydale Dr, Dallas, Texas.  The effective time of the closing and the transfer of the Purchased Assets to Purchaser is 12:01 a.m. on the Closing Date.

Section 2.4

Deliveries at the Closing. 

(a)

At the Closing, Purchaser delivered the following to Seller:

(i)

This Agreement, executed by Purchaser;

(ii)

The Purchase Price in the manner described in Section 2.2 hereof; and

(iii)

A employment agreement in substantially the form of Exhibit A (the “Employment Agreement”), executed by Purchaser  

(b)

At the Closing, Seller delivered the following:

(i)

The Agreement, and such bills of sale and assignments as were reasonably requested by Purchaser, each executed by Seller, all of which together effectively vest in Purchaser good and valid title to each of the Purchased Assets free and clear of all liens, restrictions, and encumbrances;

(ii)

The Employment Agreement executed by Seller;

(iii)

Written consents of all third parties necessary to the Purchaser’s use and enjoyment of the Purchased Assets, in form, scope, and substance reasonably satisfactory to Purchaser; and

(iv)

A search of filings made pursuant to Section 9 of the Uniform Commercial Code (conducted through a date reasonably proximate in time to the Closing Date) in each jurisdiction in which any of the Purchased Assets are located.

Section 2.5

Allocation of Purchase Price. 

The consideration paid for the Purchased Assets shall be allocated among the Purchased Assets in accordance with the provisions contained in Treasury Regulation Section 1.1060-1T(d).  The parties agree to be bound by such allocation and to report the transaction contemplated herein for federal income tax purposes in accordance with such allocation.  In furtherance of the foregoing, the parties hereto agree to execute and deliver Internal Revenue Service Form 8594 reflecting such allocation.

Section 3.  Representations And Warranties Of Seller

For the purpose of inducing the Purchaser to purchase the Purchased Assets and assume the Assumed Liabilities, Seller represents and warrants to Purchaser as follows:

-4-

Section 3.1

Organization and Qualification. 

Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas and has all limited liability company power and authority to conduct its business, and to own, lease, or operate the Purchased Assets in the places where the business is conducted and the Purchased Assets are owned, leased, or operated.  All of the Purchased Assets are located at the address set forth on Section 3.1 of the Disclosure Schedule.  

Section 3.2

Authority. 

Seller 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 Seller has been duly and validly authorized and approved by all necessary action on the part of Seller and Shareholder.  This Agreement is the legal, valid, and binding obligation of Seller and Shareholder enforceable against Seller and Shareholder 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.  Neither the execution and delivery of the Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (i) violate Seller’s Articles of Organization or Operating Agreement, (ii) violate any pro­visions of law or any order of any court or any governmental unit to which Seller is subject, or by which any of the Purchased Assets are bound, or conflict with, result in a breach of, or constitute a default under any indenture, mortgage, lease, agreement, or other instrument to which Seller is a party or by which it or any of the Purchased Assets are bound, (iii) result in the creation of any lien, charge, or encumbrance upon any of the Purchased Assets; or (iv) result in the acceleration or increase in the amount of any liabilities related to Seller's use of the Purchased Assets.

Section 3.3

Ownership.  

Except as otherwise disclosed in Section 3.3 of the Disclosure Schedule:

(a)

Seller is the sole and exclusive owner of all right, title and interest in and to the Purchased Assets, free and clear of all liens, security interests, charges, encumbrances, equities or other adverse claims (including without limitation distribution rights).

(b)

Seller has not granted any third party any right to reproduce, distribute, market, or exploit the Web Sites or the Applications or create derivative works based upon the Web Sites or the Applications.

(c)

Prior to the Closing Date, Seller has the unfettered right and authority to use, and on and after the Closing Date Purchaser will have the unfettered right and authority to use, the Web Sites, the Applications, and the Intellectual Property in connection with the conduct of Purchaser’s business in the manner conducted by Seller prior to the Closing Date.

(d)

Purchaser’s ownership and use of the Web Sites, the Applications, and the Intellectual Property do not involve unfair competition with respect to any intellectual property or other proprietary right of any third person or entity;

-5-

(e)

The Web Sites, the Applications, and the Intellectual Property, do not infringe any patent, trademark, trade name, copyright, trade secret, or other intellectual property right of a third party.

(f)

The Purchased Assets are all of the assets required for Purchaser to conduct the business as presently conducted by Seller.

(g)

Seller has taken all steps reasonably necessary to protect its right, title, and interest in and to the Web Sites, the Applications, and the Intellectual Property and the continued use of the Web Sites, the Applications, and the Intellectual Property.  Without limiting the generality of the foregoing, all designs, drawings, specifications, source code, object code, documentation, flow charts and diagrams incorporating, embodying or reflecting any of the Web Sites, the Applications, and the Intellectual Property at any state of its development were written, developed and created solely and exclusively by employees of Seller without the assistance of any third party, or were created by third parties who assigned ownership of their rights to Seller in valid and enforceable agreements, which are included in the contracts to be assigned and transferred to Purchaser hereunder.  Seller has at all times used  reasonable efforts to protect its trade secrets and has not disclosed or otherwise dealt with such items in such a manner as to cause the loss of such trade secrets by release thereof into the public domain.  Seller has at all times used  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.  

(h)

Since the inception of Seller, each person employed by Seller (including independent contractors, if any) has executed a confidentiality and non-disclosure agreement, which in the case of a contractor engaged by Seller contains an assignment of all ownership rights of such contractor in respect of the work product of such contractor.   Such confidentiality and non-disclosure agreements constitute valid and binding obligations of Seller and such person, enforceable in accordance with their respective terms, except as enforceability may be limited by general equitable principles or the exercise of judicial discretion in accordance with such principles.

(i)

To Seller’s knowledge, no employee of Seller is in violation of any term of any employment contract or confidentiality agreement or any other contract or agreement relating to the relationship of any such person with Seller.

(j)

Except for product returns in the ordinary course of business, no product liability or warranty claim with respect to any product included among the Purchased Assets has been communicated to or overtly threatened against Seller nor, is there any specific situation, set of facts or occurrence that provides a basis for any such claim.  Seller has provided to Purchaser an accurate list of all material known errors or “bugs” in the Web Sites and the Applications.

Section 3.4

Compliance with Laws. 

Seller, to the best of its knowledge, is not subject to any judgment, order, writ, injunction, or decree that adversely affects, or might in the future reasonably be expected to adversely affect any of the Purchased Assets or its business.  Seller is, to the best of its knowledge, in substantial compliance with all laws applicable to its business and the Purchased Assets, including without limitation, all laws related to zoning, occupational safety, labor, wages, working hours, working conditions, environmental protection, and fair business practices.  Seller, to the best of its knowledge, has all permits, licenses, approvals,

-6-

consents, and authorizations which are required for the operation of Seller’s business under federal, state, or local laws, rules, and regulations.

Section 3.5

Litigation. 

There are no formal or informal complaints, investigations, claims, charges, arbitration, grievances, actions, suits, or proceedings pending, or to the knowledge of Seller threatened against, or affecting Seller, Shareholder, or any of the Purchased 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.  Neither Seller nor Shareholder is 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 Purchased Assets or Seller's business.

Section 3.6

Brokers and Finders. 

Seller 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

Contracts. 

(a)

Each Contract pursuant to which Seller has any obligation which extends past the Closing Date, the performance of which is to be assumed by Purchaser, is described on Section 1.1(e) of the Disclosure Schedule.  Except as disclosed on Section 3.7(a) of the Disclosure Schedule, there is no Contract which is not terminable by Seller without premium, penalty, or other obligation upon thirty (30) days notice or less;

(b)

Each of the Contracts is in full force and effect and there are no existing defaults or events of default, real or claimed, or events which with notice or lapse of time or both would constitute defaults, the consequences of which, severally or in the aggregate, would have an adverse effect on the Business or financial condition of Seller.  Except as reflected in Section 3.7(b) of the Disclosure Schedule, each of the Contracts may be assigned to Purchaser without the prior approval or consent of any other party.  All consents to assignment of the Contracts which require consent to assignment have been obtained;

(c)

Seller has fulfilled all obligations required pursuant to the Contracts to have been performed by Seller prior to the date hereof;

(d)

True, correct, and legible copies of all documents evidencing the Contracts are attached Section 1.1(e) of the Disclosure Schedule.

Section 3.8

Governmental Approval and Consents. 

Seller has obtained all governmental approvals, authorizations, permits, and licenses required to permit the operation of its business as presently conducted.  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.

-7-

Section 3.9

Investment Intent.  

(a)

The Common Stock is being acquired for Seller's own account without the participation of any other person, with the intent of holding the Common Stock for investment and without the intent of participating, directly or indirectly, in a distribution of the Common Stock and not with a view to, or for resale in connection with, any distribution of the Common Stock, nor is Seller aware of the existence of any distribution of the Common Stock;

(b)

Seller understands and agrees that the Common Stock will be issued and sold to Seller 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;

(c)

The Common Stock cannot be offered for sale, sold, or transferred by Seller 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 Purchaser of compliance with the applicable securities laws of other jurisdictions.  Purchaser shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws;

(d)

Seller has had the opportunity to ask questions of and receive answers from Purchaser and any person acting on its behalf and to obtain all material information reasonably available with respect to Purchaser and its affairs, and has received satisfactory answers to all such questions and received all documents and other information requested of Purchaser;

(e)

Seller has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Seller’s own legal counsel and investment and tax advisors.  Seller is relying solely on such counsel and advisors and not on any statements or representations of Purchaser or any of its representatives or agents, including Krevolin & Horst, LLC, for legal, tax, or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction; and

(f)

Seller 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 Purchaser and of protecting Seller’s interests in connection with this transaction.  Seller recognizes and acknowledges that Seller’s investment in Purchaser involves a high degree of risk.  Seller is able to bear the risk of a complete loss of Seller's investment in the Common Stock.  Seller acknowledges that:

(i)

investment in the Common Stock is speculative;

(ii)

Seller has no need for liquidity from this investment and can withstand a total loss of the investment; and

(iii)

Purchaser will need additional capital in the future to execute its business plan.  There is no assurance that additional capital, if available, can be obtained when needed or on terms favorable to Purchaser or to holders of the Common Stock.  There is no assurance that if additional capital is obtained that Purchaser can successfully execute its business plan.

-8-

Section 3.10

Correctness of Representations. 

To the best of its knowledge, no representation or warranty of Seller in this Agreement or in any Exhibit, certificate, or Schedule attached hereto or furnished to Purchaser 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 Schedules delivered or furnished to Purchaser pursuant to this Agreement have been delivered to Purchaser.

Section 4.  Representations and Warranties of Purchaser

Purchaser hereby represents and warrants to Seller as follows:

Section 4.1

Organization and Qualification. 

Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Georgia and has all necessary 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. 

Purchaser 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 Purchaser has been duly and validly authorized and approved by all necessary action on the part of Purchaser, and this Agreement is the legal, valid, and binding obligation of Purchaser enforceable against Purchaser 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 Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will (a) violate Purchaser’s Amended and Restated Certificate of Formation or Bylaws, (b) violate any pro­visions of law or any order of any court or any governmental unit to which Purchaser is subject, or by which its assets may be 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 Purchaser is a party or by which its assets or properties may be bound.

Section 4.3

Litigation. 

There is no suit, action, proceeding, claim or investigation pending, or, to Purchaser’s knowledge, threatened, against Purchaser which would prevent Purchaser from consummating the transactions contemplated by this Agreement.

Section 4.4

SEC Filings.  

Purchaser has timely filed all reports required to be filed with the Securities and Exchange Commission.  Each report is complete and accurate in all material respects.  Purchaser has provided access to Seller to true and correct copies of Purchaser’s Form 10 as filed with the SEC on November 30, 1999, Form 10-K for the year ended December 31, 2012 filed with the SEC on May 8, 2013, and all reports on Form 10Q and Form 8K filed with the SEC since May 8, 2013.

-9-

Section 4.5

Brokers and Finders. 

Purchaser has not incurred any obligation or liability to any party for brokerage fees, agent’s commissions, or finder’s fees in connection with the transactions contemplated hereby.

Section 4.6

Disclosure and Absence of Undisclosed Liabilities. 

No representation or warranty by Purchaser contained in or made in connection with this Agreement or the transactions herein contemplated contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein not misleading.

Section 5.  Indemnification

Section 5.1

Survival of Warranties.  

All representations and warranties of the parties contained in this Agreement shall survive the Closing until the first (1^st) anniversary of the Closing Date; provided, however, that the representations and warranties of Seller contained in () Section 3.2 (Authorization), Section 3.3 (Ownership), and Section 3.6 (Brokers and Finders) (each a “Fundamental Representation”) shall survive until the ninetieth (90^th) day after the expiration of the applicable statute of limitations, including any extensions, each of such periods is a “Warranty Survival Period”.  Any representation or warranty that would otherwise terminate in accordance with this Section 5.1 will continue to survive if a Claim Notice shall have been given under this Section 5 on or prior to such termination date until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Section 5.  No cause of action based upon, or alleging, a breach of warranty may be commenced after the expiration of the applicable Warranty Survival Period.  For the purposes of this Section 5, the terms “Loss” and “Losses” shall mean any and all any loss, liability, claim, damage (excluding punitive damages other than damages awarded to third parties), tax, obligation, penalty, fine, judgment, cost and expense (including amounts paid in settlement, reasonable costs of investigation and defense, and reasonable attorneys’ fees) suffered by an Indemnified Party, whether or not involving a Third Party Claim and as the same are incurred.  All statements contained in any certificate, Exhibit or Schedule delivered by or on behalf of Purchaser or Seller pursuant to this Agreement shall be deemed representations and warranties hereunder by Purchaser or Seller, as the case may be.  Any inspection, preparation, or compilation of information or Schedules, or audit of the inventories, properties, financial condition, or other matters relating to Seller conducted by or on behalf of Purchaser pursuant to this Agreement shall in no way limit, affect, or impair the ability of Purchaser to rely upon the representations, warranties, covenants, and agreements of Seller set forth herein. 

Section 5.2

Agreement of Seller and Shareholder to Indemnify Purchaser.

(a)

Subject to the terms and conditions of this Section 5, Seller and Shareholder jointly and severally hereby agree to indemnify, defend, and hold harmless Purchaser, and, to the extent named or involved in any Third-Party Claim, Purchaser’s officers, directors, employees and shareholders, and their respective successors and assigns, from, against, and in respect of any and all Losses which are based upon, arise out of, result from, or relate to:

(i)

the inaccuracy or untruth of any representation or warranty of Seller (other than a Fundamental Representation) contained in or made pursuant to this

-10-

Agreement or in any certificate, Schedule, or Exhibit furnished by Seller, in connection with the execution and delivery of this Agreement and the closing of the transactions contemplated hereby,

(ii)

the breach by Seller of any covenant or agreement made in or pursuant to this Agreement or any agreement executed by Seller, and delivered to Purchaser in connection with the Closing of the transactions contemplated hereby; and

(iii)

the inaccuracy or untruth of any Fundamental Representation or any Excluded Liability, including without limitation the failure to comply with the bulk sales law.

(b)

Seller’s obligation to indemnify Purchaser for Losses is subject to the condition that Seller shall have received notice of the Losses for which indemnity is sought on or before the expiration of the applicable Warranty Survival Period.  

(c)

No claim may be made pursuant to Section 5.2 (other than with respect to a breach of a Fundamental Representation) until the total of all Losses with respect to such matters exceeds $5,000, at which time Holdings shall be liable for the full amount of such Damages (including the initial $5,000).

(d)

The maximum recovery for Losses in the aggregate under this Section 5.2 shall be the aggregate consideration received by Seller and Shareholder pursuant to this Agreement and the Consulting Agreement.

(e)

Purchaser’s remedies against Seller and Shareholder for any Losses hereunder shall be cumulative, and the exercise by Purchaser of its right to indemnification hereunder shall not affect the right of Purchaser to exercise any other remedy at law or in equity, to recover damages, or to obtain equitable or other relief, provided, that Seller and Shareholder shall not be liable for damages in excess of the actual damages suffered by Purchaser as a result of the act, circumstance, or condition for which indemnification is sought.

Section 5.3

Agreement of Purchaser to Indemnify Seller.

(a)

Subject to the terms and conditions of this Section 5.3, Purchaser hereby agrees to indemnify, defend, and hold harmless Seller from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Seller by reason of, resulting from or based upon:

(i)

the inaccuracy or untruth of any representation or warranty of Purchaser, contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Purchaser, in connection with the execution and delivery of this Agreement or the closing of the transactions contemplated hereby; and

(ii)

the breach by Purchaser of any covenant or agreement made in or pursuant to this Agreement or any agreement executed by Purchaser, and delivered to Seller in connection with the Closing of the transactions contemplated hereby.

-11-

(b)

Purchaser’s obligation to indemnify Seller for Losses is subject to the condition that Purchaser shall have received notice of the Losses for which indemnity is sought on or before the expiration of the applicable Warranty Survival Period.

(c)

Seller’s remedies against Purchaser for any Losses hereunder shall be cumulative, and the exercise by Seller of its right to indemnification hereunder shall not affect the right of Seller to exercise any other remedy at law or in equity, to recover damages, or to obtain equitable or other relief, provided, that Purchaser shall not be liable for damages in excess of the actual damages suffered by Seller as a result of the act, circumstance, or condition for which indemnification is sought.

Section 5.4

Procedures for Indemnification. 

As used herein, the term “Indemnitor” means the party against whom indemnity hereunder is sought, and the term “Indemnitee” means the party seeking indemnification hereunder.  

(a)

A claim for indemnification hereunder (“Indemnification Claim”) shall be made by Indemnitee by delivery of a written declaration to Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses, and, in the case of a Third Party Claim (as defined in Section 5.5 hereof), containing (by attachment or otherwise) such other information as Indemnitee shall have concerning such Third Party Claim.

(b)

If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor shall have ten (10) days to object to such Indemnification Claim by delivery of a written notice of such objection to Indemnitee specifying in reasonable detail the basis for such objection.  Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor and the Indemnification Claim shall be paid in accordance with Section 5.4(c)hereof.  If an objection is timely interposed by the Indemnitor and the dispute is not resolved within forty-five (45) days from the date (such period is hereinafter the “Negotiation Period”) Indemnitee receives such objection, such dispute shall be resolved by arbitration in accordance with the provisions of Section 8.8, unless the Indemnification Claim involves () Intellectual Property or () injunctive relief is reasonably necessary to protect the interests of the Indemnitee (collectively the types of claims referred to in clauses () and () are hereinafter referred to as the “Excluded Claims”), in which event, the dispute may be resolved by institution of an appropriate legal proceeding or by arbitration in accordance with the provisions of Section 8.7 at the option of the Indemnitee.

(c)

Upon determination of the amount of Losses required to be paid pursuant to an Indemnification Claim, whether by agreement between Indemnitor and Indemnitee or by an arbitration award, or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim by check within ten (10) days of the date such amount is determined; provided however, that if the Indemnitor is Seller, at the option of Seller, the amount of such Indemnification Claim may be paid by cancellation of Common Stock.

-12-

Section 5.5

Defense of Third Party Claims.  

Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee by a Third Party which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a “Third Party Claim”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

(a)

The Indemnitee shall give the Indemnitor written notice of any such claim promptly after receipt by the Indemnitee of notice thereof, and the Indemnitor will undertake the defense thereof by representatives of its own choosing reasonably acceptable to the Indemnitee.  The assumption of the defense of any such claim by the Indemnitor shall be an acknowledgement by the Indemnitor of its obligation to indemnify the Indemnitee with respect to such claim hereunder.  If, however, the Indemnitor fails or refuses to undertake the defense of such claim within fifteen (15) days after written notice of such claim has been given to the Indemnitor by the Indemnitee, the Indemnitee shall have the right to undertake the defense, compromise, and, settlement of such claim with counsel of its own choosing.  The Indemnitor shall have the right to participate in any defense assumed by the Indemnitee, at its sole cost and expense.  In the circumstances described in the preceding sentence, the Indemnitee shall, promptly upon its assumption of the defense of such claim, make an Indemnification Claim as specified in Section 5.4, which shall be deemed an Indemnification Claim that is not a Third Party Claim for the purposes of the procedures set forth herein.

(b)

The Indemnitee and Indemnitor shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such claim and furnishing, without expense to the Indemnitor, management employees of the Indemnitee as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

Section 6. Post Closing Matters

Section 6.1

Further Assurances. 

From and after the date hereof, Seller agrees, without further consideration, to execute and deliver promptly to Purchaser, such further consents, waivers, assignments, endorsements, and other documents and instruments, and to take all such further actions, as Purchaser may from time to time reasonably request, with respect to the assignment, transfer, and delivery to Purchaser of the Purchased Assets, and the fulfillment of any condition precedent to the obligations of Purchaser that was waived by Purchaser in order to close the transactions contemplated herein, and the consummation in full of the transactions provided for herein.

Section 6.2

Assignment and Ownership of Intellectual Property Rights. 

Seller will follow the required and appropriate procedures as specified in the Shrink-wrap Software licenses and by law to assign and transfer its rights in the Shrink-wrap Software to Purchaser, and, if required to record such assignment.  Seller will follow the required and appropriate procedures as required by law or by third party agreement, to assign and transfer its rights in the Intellectual Property to Purchaser, and to record such assignment with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office.  Seller recognizes and agrees that all derivative works, modifications, upgrades, and

-13-

new versions based on the Intellectual Property, and all new technologies and products developed by Purchaser shall be owned by Purchaser exclusively, including but not limited to all worldwide patent, copyright, trademark, trade secret, confidential information and other proprietary rights.

Section 6.3

Discharge of Business Obligations.  

From and after the Closing Date, Seller shall pay and discharge, in accordance with past practice but not less than on a timely basis, all obligations and liabilities incurred prior to the Closing Date in respect of its business, its operations or the assets and properties used therein (except for those expressly assumed by Purchaser hereunder), including without limitation any liabilities or obligations to employees (except accrued personal time), trade creditors, and clients of Seller's business.

Section 7.  Restrictive Covenants

Section 7.1

Definitions.  

As used herein, the following capitalized terms are used with the meanings thereafter ascribed:

“Affiliate” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with Seller. 

“Area” means the United States and Canada.

“Competing Enterprise” means any person or entity that is substantially engaged in Seller's business, except that any business related to any asset that is not a Purchased Asset shall not be deemed a “Competing Enterprise”.

“Control” means the power to direct the management and affairs of a person.

“Trade Secrets” means information of Seller which derives economic value, actual or potential, from not being generally known and not being readily ascertainable by proper means 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, but shall not include Excluded Information.  Trade Secrets may include both technical or non-technical data, including without limitation,  (a) any process, machine, pattern, compilation, program, method, technique, formula, chemical formula, composition of matter, or device which (1) is not generally known or which Seller, has a reasonable basis to believe may not be generally known, (2) is being used or studied by Seller and is not described in a printed patent or in any literature already published and distributed externally by Seller, and (3) is not readily ascertainable from inspection of a product of Seller; (b) any engineering, technical, or product specifications including those of features used in any current product of Seller or which may be so used, or the use of which is contemplated in a future product of Seller; (c) any application, operating system, communication system, or other computer software (whether in source or object code) and all flow charts, algorithms, coding sheets, routines, subroutines, compilers, assemblers, design concepts, test data, documentation, or manuals related thereto, whether or not copyrighted, patented, or patentable; or (d) information concerning the customers, suppliers, products, pricing strategies of Seller, personnel assignments and policies of Seller, or matters concerning the financial affairs and management of Seller; provided however, that Trade Secrets shall not include any Excluded Information.  As used herein, “Excluded Information” means Proprietary Information (i) which has been voluntarily disclosed to the public by Seller, (ii) independently

-14-

developed and disclosed by parties other than Seller, or (iii) that otherwise enters the public domain through lawful means or without misappropriation by Seller.

Section 7.2

Non-Solicitation of Employees.  

Until the third (3rd) anniversary of the Closing Date, Seller shall not directly or indirectly solicit, offer employment to, or hire any employee of Purchaser or any of its subsidiaries if (i) such employee is then an employee of Purchaser or any of Purchaser’s subsidiaries, or (ii) such employee has terminated such employment within 180 days of such solicitation or offer.

Section 7.3

Non-Solicitation of Customers.  

Until the fifth (5^th) anniversary of the Closing Date, neither Seller nor any Affiliate shall, within the Area, on such Seller’s own behalf, on behalf of any Affiliate, or an behalf of any Competing Enterprise, solicit, contact, call upon, communicate with, or attempt to communication with any customer or prospect of Seller or any representative of any such customer or prospect of Seller, with a view to the sale or provision of any product, deliverable, or service competitive with any product, deliverable, or service sold, provided, or under development by Seller on the Closing Date.

Section 7.4

Covenant Not to Compete by Seller.  

Until the fifth (5^th) anniversary of the Closing Date, Seller agree that, neither Seller nor any of Affiliate will, directly or indirectly, own, manage, operate, join, control, or be employed or engaged by, nor participate in the ownership, management, operation, or control of, any Competing Enterprise.  

Section 7.5

Trade Secrets.  

Seller for itself and each Affiliate acknowledges and agrees that all Trade Secrets, and all physical embodiments thereof, are a part of the Purchased Assets and are confidential to and shall be and remain the sole and exclusive property of Purchaser.  Seller for itself and each Affiliate agrees that all Trade Secrets will be held in trust and strictest confidence, that each Affiliate shall protect such Trade Secrets from disclosure, and that each Affiliate will make no use of such Trade Secrets without the prior written consent of Purchaser.  The obligations of confidentiality contained in this Section 7.5 shall apply from the date of this Agreement and with respect to all Trade Secrets at all times thereafter, until such Trade Secret is no longer a trade secret under applicable law.

Section 7.6

Remedies.  

Seller for itself and any Affiliate covenants and agrees that Purchaser by virtue of the consummation of the transactions contemplated by this Agreement will utilize the Purchased Assets in and throughout the Area, and that great loss and irreparable damage would be suffered by Purchaser if Seller should breach or violate any of the terms or provisions of the covenants and agreements set forth in this Section.  Seller for itself and any Affiliate, further acknowledges and agrees that each such covenant and agreement is reasonably necessary to protect and preserve unto Purchaser the benefit of its bargain in the acquisition of the Purchased Assets, including, without limitation, the good will thereof.  Therefore, in addition to all the remedies provided in this Agreement, or available at law or in equity, Seller for itself and any Affiliate jointly and severally agrees Purchaser shall be entitled to a temporary restraining order and a permanent injunction to prevent a breach or contemplated breach of any of the covenants or agreements of Seller contained in this Section 7.6.  The existence of any claim, demand, action, or cause of action of Seller against Purchaser shall not constitute a defense to the enforcement by Purchaser of any

-15-

of the covenants or agreements herein whether predicated upon this Agreement or otherwise, and shall not constitute a defense to the enforcement by Purchaser of any of its rights hereunder.  

Section 7.7

Blue Penciling.  

In the event that any one or more of the provisions, or parts of any provisions, contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted under applicable law.  Specifically, but without limiting the foregoing in any way, each of the covenants of the parties to this Agreement contained herein shall be deemed and shall be construed as a separate and independent covenant and should any part or provision of any of such covenants be held or declared invalid by any court of competent jurisdiction, such invalidity shall in no way render invalid or unenforceable any other part or provision thereof or any other covenant of the parties not held or declared invalid. 

Section 8. General Provisions

Section 8.1

Bulk Sales Law Waiver.  

Purchaser and Seller each agree to waive compliance by the other with the provisions of the bulk sales law or comparable law of any jurisdiction to extent that the same may be applicable to the transactions contemplated by this Agreement.  Seller agrees to indemnify and hold Purchaser harmless from and against any loss, damage, liability, cost, expense or claim arising out of any failure to take any required actions under the bulk sales or comparable law of any state.

Section 8.2

Expenses. 

All expenses incurred by the parties hereto in connection with or related to the authorization, preparation, and execution of this Agreement and the Closing of the transactions contemplated hereby, including without limiting the generality of the foregoing, all fees and expenses of agents, representatives, counsel, and accountants employed by any such party, shall be borne solely and entirely by the party which has incurred the same. 

Section 8.3

Notice. 

Any notice, request, demand, or other communication which is required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given: () if sent by email, telecopy, facsimile transmission, or other similar electronic or digital transmission method, when transmitted, provided there is evidence of delivery to the email address or telephone number of the telecopy or facsimile machine; () if sent by a nationally recognized next day delivery service that obtains a receipt on delivery, one (1) business day after it is sent; () if sent by registered or certified United States mail, five (5) days after it is deposited in the mail, addressed to the proposed recipient at the last known address of the recipient, with the proper postage affixed; () if in person, when tendered, and () in any other case, when actually received.  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.:

-16-

(a)

If to Seller:

David W. Saba

1808 Marydale Drive

Dallas, Texas 75208

Email: davidwsaba@gmail.com

Telephone (214) 422-0092

(b)

If to Purchaser:

Sibling Group Holdings, Inc.

1355 Peachtree Street, Suite 1150

Atlanta, GA 30309

Attention: Legal Department

Telephone (404) 551-5274

Facsimile  (404) 890-5615

With a copy to:

Krevolin & Horst, LLC

1201 W. Peachtree St.

Suite 3250

Atlanta, GA 30309

Attention:  Gerry Balboni

Telephone:  (404) 812-3111

Facsimile:   (404) 812-3101

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 8.4

Assignment; Binding Effect. 

This Agreement shall be binding upon the parties hereto and their respective successors, permitted assigns and permitted transferees.  Seller may not assign its rights or delegate its obligations hereunder without Purchaser’s consent, which shall not be unreasonably withheld.

Section 8.5

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, provided however, that Purchaser may assign this Agreement to any Affiliate or to any successor to its assets and business upon notice to Seller.

Section 8.6

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 8.7

Governing Law. 

This Agreement, the rights of the parties hereunder, and any and all disputes between the parties, shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia,

-17-

without regard to its conflicts of laws rules.  The parties agree that any appropriate state court sitting in FultonCounty, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any dispute, case, or controversy in any way related to, arising under, or in connection with this Agreement, including extra-contractual claims, and shall be a proper forum in which to adjudicate such dispute, case, or controversy, and each party irrevocably: () consents to the jurisdiction of the Permitted Courts in such actions, () agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and () 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, Purchaser 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 8.8

Arbitration.  

Any Indemnification Claim that is not an Excluded Claim shall, any, Excluded Claim may, and any determination of the scope or applicability of this provision to arbitrate, shall, be submitted to, and settled by, arbitration in the City of Atlanta, State of Georgia, before one (1) arbitrator.  The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.  Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction.  The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence, and counsel's fees, and provided further, that in the discretion of the arbitrator, the arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Section 8.9

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 8.10

Survival.  

The covenants, representations, warranties, and agreements contained herein shall survive the Closing of the transactions contemplated herein, for the length of time that Purchaser or Seller, 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.

-18-

IN WITNESS WHEREOF, each party hereto has executed this Agreement, or caused this Agreement to be executed on its behalf by its duly authorized officers, all as of the Closing Date.

Seller:
DWSaba Consulting, LLC
By:
	David W. Saba
Purchaser:
Sibling Group Holdings, Inc.
By:
	Mack Leath, CEO

-19-

EX-10.2

EXHIBIT 10.2

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 25^th day of November, 2013 (the “Agreement Date”), by and between BLSCH ACQUISITION, LLC, a Georgia limited liability company (“Purchaser”) and BLENDEDSCHOOLS.NET, a Pennsylvania non-profit corporation (“Seller”).

Background

Seller is a nonprofit corporation exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), as an organization described in Section 501(c)(3) of the Code and in the business of on-line blended learning (the “Business”).  Purchaser desires to acquire the Business and assets of Seller on and subject to the terms and conditions of this Agreement.  

Agreement

For and in consideration of the mutual representations, warranties, covenants, and agreements contained herein and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties agree:

Section 1.   Purchase and Sale of Assets

Section 1.1

Purchase of Assets.  

In reliance upon the representations, warranties, covenants, and agreements contained in this Agreement, at the Closing, Purchaser shall purchase and Seller shall sell, assign, grant, transfer, and convey to Purchaser upon the terms and subject to the conditions of this Agreement, free and clear of all liabilities (fixed or contingent), obligations, security interests, liens, claims, or encumbrances of any nature or kind whatsoever except for Assumed Liabilities, all of the assets, properties, and rights of Seller of every type and description, tangible and intangible, wherever located and whether or not reflected on the books of Seller or carried thereon at zero value, including without limitation the following, provided however, that Seller shall not sell and Purchaser shall not purchase the Excluded Assets described in Section 1.2 of this Agreement:

(a)

All world wide web sites and domain names owned or licensed by Seller together with all documentation related thereto, and all related java applets and scripts, HTML pages, and back end software (collectively, the “Web Sites”), including, without limitation, the Web Sites listed on Section 1.1(a) of the Disclosure Schedule;

(b)

all training and education courses in both on-line and live classroom formats as same exist on the Closing Date (the “Content”), including, without limitation, the Web Sites listed on Section 1.1(b) of the Disclosure Schedule;

(c)

all software applications, tools, technologies, and components owned by Seller in both source code and object code versions with all versions, modifications, and enhancements thereto, together with all programming tools, libraries, and software to support and augment such software, and all flowcharts, logic diagrams, technical and descriptive documentation, materials, and specifications related thereto (collectively, the “Applications”), including, without limitation, the Applications listed on Section 1.1(c) of the Disclosure Schedule;

(d)

all patents, patent rights, patent applications and continuances, trade names and trade dress, trademarks (registered and unregistered), trademark applications, service marks (registered and unregistered), service mark applications (all marks to include all goodwill associated therewith), copyrights (registered and unregistered) and applications therefor, formulae, trade secrets, and know-how necessary or desirable to the conduct of the business as conducted by Seller and as proposed to be conducted by Purchaser (collectively, the “Intellectual Property”, including, without limitation, the Intellectual Property listed on Section 1.1(d) of the Disclosure Schedule;

-1-

(e)

All rights of Seller in all software licensed from third parties and used by Seller, including without limitation, development tools, third party components, third party content used in the Web Sites and Applications, and all other third party software used by Seller (collectively, the “Shrink-wrap Software”), including, without limitation, the software packages listed on Section 1.1(e) of the Disclosure Schedule;

(f)

The executory obligations of Seller arising under the contracts listed in Section 1.1(f) of the Disclosure Schedule (each individually, a “Contract” and collectively, “Contracts”), together with the right to receive income with respect to the Contracts after the Closing Date, to the extent assignable; and

(g)

All data, books, records, correspondence, accounts, records of sales, customer lists, files, papers, and related materials used by Seller in connection with the Purchased Assets (collectively, the “Books and Records”).

(h)

All Net Cash as of the Closing Date.  As used herein,  “Net Cash” means the amount of Seller’s cash on hand on the Closing Date after repayment of the then outstanding balance of the Kish Bank loan minus Seller’s accounts payable on the Closing Date;

(i)

All (x) trade accounts receivable and other rights to payment from customers of Seller representing amounts receivable in respect of products sold or services rendered to customers of Seller, (y) all other accounts or notes receivable of Seller, and (z) any claim, remedy or other right related to any of the foregoing (collectively, the “Accounts Receivable”);

(j)

The pre-paid expenses of Seller, determined in accordance with GAAP;

The assets, rights, and properties of Seller described in this Section 1.1 which are not Excluded Assets as defined in Section 1.2 hereof, are hereinafter collectively referred to as the “Purchased Assets.”

Section 1.2

Excluded Assets.  

Seller shall not sell and Purchaser shall not purchase or acquire and the Purchased Assets shall not include:

(a)

Seller’s corporate franchise, corporate interest record books, corporate books containing minutes of meetings of managers and members, tax returns and records, books of account and ledgers, and such other records as having to do with Seller’s organization or capitalization; and

(b)

Any rights which accrue to Seller under this Agreement.

Section 1.3

Assumption of Certain Liabilities. 

At the Closing, as additional consideration for the sale, conveyance, transfer, and delivery of the Purchased Assets, Purchaser shall assume, perform, discharge, and become obligated for, commencing and effective from and after the Closing Date, all of the executory obligations and liabilities of Seller arising from and after the Closing Date pursuant to the Contracts and the licenses related to the Shrink-Wrap Software, but excluding any obligations or liabilities arising from or relating to any breach or violation thereof, or a default thereunder, by Seller prior to Closing (the “Assumed Liabilities”).

Section 1.4

Excluded Liabilities.  

PURCHASER SHALL NOT ASSUME OR BECOME LIABLE FOR ANY OBLIGATIONS, COMMITMENTS, OR LIABILITIES OF SELLER, WHETHER KNOWN OR UNKNOWN, ABSOLUTE, CONTINGENT, OR OTHERWISE, AND WHETHER OR NOT RELATED TO THE PURCHASED ASSETS, EXCEPT FOR THE ASSUMED LIABILITIES (the obligations and liabilities of Seller not assumed by Purchaser are hereinafter referred to as the “Excluded Liabilities”).  

-2-

Section 2. Purchase Price and Closing

Section 2.1

Purchase Price. 

The purchase price for the Purchased Assets and the Restrictive Covenants shall be $550,000.00 (the “Purchase Price”).  Seller’s Net Cash as of the Closing Date shall be credited against the Purchase Price.  If Net Cash is less than the Purchase Price, Purchaser shall deliver the balance of the Purchase Price in cash at Closing.  If Net Cash is greater than the Purchase Price, Seller shall transfer an amount equal to Net Cash minus the Purchase Price to an account designated in writing by Purchaser.

Section 2.2

Time and Place of Closing. 

The closing of the purchase and sale of the Purchased Assets (the “Closing”) shall be held at the offices of Krevolin & Horst, LLC, 1201 W. Peachtree Street, Suite 3250, Atlanta, GA 30309, at 10:00 a.m. on the fifth (5^th) business day immediately following the date on which the last of the conditions precedent to the obligations of Purchaser set forth in Section 6 have been satisfied or waived, or at such other time, date and place as the parties to this Agreement may otherwise agree.  The date the Closing actually occurs is hereinafter referred to as the “Closing Date”.  The effective time of the closing and the transfer of the Purchased Assets to Purchaser (the “Effective Time”) is 12:01 a.m. on the Closing Date.  The Closing will occur by a mutual electronic exchange of signature pages with originals to follow by overnight delivery and a wire transfer of the net Purchase Price.

Section 2.3

Deliveries at the Closing. 

(a)

At the Closing, Purchaser shall deliver the Purchase Price in the manner described in Section 2.1 hereof; and

(b)

At the Closing, Seller shall deliver the following:

(i)

The Disclosure Schedule;

(ii)

Such bills of sale and assignments as were reasonably requested by Purchaser, each executed by Seller, all of which together effectively vest in Purchaser good and valid title to each of the Purchased Assets free and clear of all liens, restrictions, and encumbrances;

(iii)

Written consents of all third parties necessary to the Purchaser’s use and enjoyment of the Purchased Assets, in form, scope, and substance reasonably satisfactory to Purchaser; and

(iv)

A search of filings made pursuant to Section 9 of the Uniform Commercial Code (conducted through a date reasonably proximate in time to the Closing Date) in each jurisdiction in which any of the Purchased Assets are located.

Section 2.4

Allocation of Purchase Price. 

The consideration paid for the Purchased Assets shall be allocated among the Purchased Assets in accordance with the provisions contained in Treasury Regulation Section 1.1060-1T(d).  The parties agree to be bound by such allocation and to report the transaction contemplated herein for federal income tax purposes in accordance with such allocation.  In furtherance of the foregoing, the parties hereto agree to execute and deliver Internal Revenue Service Form 8594 reflecting such allocation.

Section 2.5

Certain Consents.  

To the extent that Seller’s rights under any agreement, Contract, commitment, lease, Permit, or other Purchased Asset to be acquired by Purchaser hereunder may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible.  If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as Purchaser’s agent in order to obtain for Purchaser

-3-

the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser.

Section 3.  Representations and Warranties of Seller

The Disclosure Schedule (the “Disclosure Schedule”) shall be delivered to Purchaser in connection with the Closing.  The section numbers in the Disclosure Schedule shall correspond to the section numbers in this Agreement.  For the purpose of inducing the Purchaser to purchase the Purchased Assets and assume the Assumed Liabilities, Seller represents and warrants to Purchaser, except as set forth in the Disclosure Schedule that:

Section 3.1

Organization and Qualification. 

Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority to conduct its business, and to own, lease, or operate the Purchased Assets in the places where the business is conducted and the Purchased Assets are owned, leased, or operated.  The Purchased Assets are located at the addresses set forth on Section 3.1 of the Disclosure Schedule.  

Section 3.2

Authority. 

Seller 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 Seller has been duly and validly authorized and approved by all necessary action on the part of Seller and its Board of Directors.  This Agreement is the legal, valid, and binding obligation of Seller enforceable against Seller 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.  Neither the execution and delivery of the Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (i) violate Seller’s Articles of Incorporation or bylaws, (ii) violate any pro­visions of law or any order of any court or any governmental unit to which Seller is subject, or by which any of the Purchased Assets are bound, or conflict with, result in a breach of, or constitute a default under any indenture, mortgage, lease, agreement, or other instrument to which Seller is a party or by which it or any of the Purchased Assets are bound, (iii) result in the creation of any lien, charge, or encumbrance upon any of the Purchased Assets; or (iv) result in the acceleration or increase in the amount of any liabilities related to Seller's use of the Purchased Assets.

Section 3.3

Ownership.  

Except as otherwise disclosed in Section 3.3 of the Disclosure Schedule:

(a)

Seller is the sole and exclusive owner of all right, title and interest in and to the Purchased Assets, free and clear of all liens, security interests, charges, encumbrances, equities or other adverse claims (including without limitation distribution rights).

(b)

Seller has not granted any third party any right to resell, distribute, or market the Web Sites, the Content, or the Applications or create derivative works based upon the Web Sites or the Applications.

(c)

Prior to the Closing Date, Seller has the unfettered right and authority to use, and on and after the Closing Date Purchaser will have the unfettered right and authority to use, the Web Sites, the Content, the Applications, and the Intellectual Property in connection with the conduct of Purchaser’s business in the manner conducted by Seller prior to the Closing Date.

(d)

Purchaser’s ownership and use of the Web Sites, the Content, the Applications, and the Intellectual Property do not involve unfair competition with respect to any intellectual property or other proprietary right of any third person or entity;

(e)

The Web Sites, the Content, the Applications, and the Intellectual Property, do not infringe any patent, trademark, trade name, copyright, trade secret, or other intellectual property right of a third party.

(f)

The Purchased Assets are all of the assets required for Purchaser to conduct the business as presently conducted by Seller.

-4-

(g)

Seller has taken all steps reasonably necessary to protect its right, title, and interest in and to the Web Sites, the Content, the Applications, and the Intellectual Property and the continued use of the Web Sites, the Content, the Applications, and the Intellectual Property.  Without limiting the generality of the foregoing, all designs, drawings, specifications, source code, object code, documentation, flow charts and diagrams incorporating, embodying or reflecting any of the Web Sites, the Content, the Applications, and the Intellectual Property at any state of its development were written, developed, and created by employees of Seller within the scope of their regular duties or were created by third parties who assigned ownership of their rights to Seller in valid and enforceable agreements, which are included in the contracts to be assigned and transferred to Purchaser hereunder.  Seller has at all times used  reasonable efforts to protect its trade secrets and has not disclosed or otherwise dealt with such items in such a manner as to cause the loss of such trade secrets by release thereof into the public domain.  Seller has at all times used  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.  

(h)

To Seller’s knowledge, no employee of Seller is in violation of any term of any employment contract or confidentiality agreement or any other contract or agreement relating to the relationship of any such person with Seller.

(i)

Except for product returns in the ordinary course of business, no product liability or warranty claim with respect to any product included among the Purchased Assets has been communicated to or overtly threatened against Seller nor, is there any specific situation, set of facts or occurrence that provides a basis for any such claim.  Seller has provided to Purchaser an accurate list of all material known errors or “bugs” in the Web Sites and the Applications.

Section 3.4

Compliance with Laws. 

Seller, to the best of its knowledge, is not subject to any judgment, order, writ, injunction, or decree that adversely affects, or might in the future reasonably be expected to adversely affect any of the Purchased Assets or its business.  Seller is, to the best of its knowledge, in substantial compliance with all laws applicable to its business and the Purchased Assets, including without limitation, all laws related to zoning, occupational safety, labor, wages, working hours, working conditions, environmental protection, and fair business practices.  Seller, to the best of its knowledge, has all permits, licenses, approvals, consents, and authorizations which are required for the operation of Seller’s business under federal, state, or local laws, rules, and regulations.

Section 3.5

Litigation. 

There are no formal or informal complaints, investigations, claims, charges, arbitration, grievances, actions, suits, or proceedings pending, or to the knowledge of Seller threatened against, or affecting Seller or any of the Purchased 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, except that Seller has filed an appeal of an adverse decision related to Pennsylvania Sales Tax exemption that is currently pending. Seller will withdraw said appeal upon execution of this Agreement.  Seller 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 Purchased Assets or Seller's business.

Section 3.6

Brokers and Finders. 

Seller 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

Contracts. 

(a)

Each Contract pursuant to which Seller has any obligation which extends past the Closing Date, the performance of which is to be assumed by Purchaser, is described on Section 1.1(f) of the Disclosure Schedule.  Except as disclosed on Section 3.7(a) of the Disclosure Schedule, there is no Contract which is not terminable by Seller without premium, penalty, or other obligation upon thirty (30) days notice or less;

(b)

Each of the Contracts is in full force and effect and there are no existing defaults or events of default, real or claimed, or events which with notice or lapse of time or both would constitute defaults, the consequences of which, severally or in the aggregate, would have an adverse effect on the Business or financial condition of Seller.  Except as

-5-

reflected in Section 3.7(b) of the Disclosure Schedule, each of the Contracts may be assigned to Purchaser without the prior approval or consent of any other party;

(c)

Seller has fulfilled all obligations required pursuant to the Contracts to have been performed by Seller prior to the date hereof;

(d)

True, correct, and legible copies of all documents evidencing the Contracts have been provided to Purchaser.

Section 3.8

Governmental Approval and Consents. 

Seller has obtained all governmental approvals, authorizations, permits, and licenses required to permit the operation of its business as presently conducted.  Except for approvals of the Pennsylvania Attorney’s General’s office and the Mifflin County Court of Common Pleas, 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 3.9

Labor Matters.  

Section 3.9 of the Disclosure Schedule contains a true and correct list of all present W-2 employees of Seller (the “Employees”), their duties, their total remuneration for the fiscal year ended June 30, 2013, their current remuneration, and a brief narrative description of all perquisites and fringe benefits they receive or are eligible to receive.  Except as described in Section 3.9 of the Disclosure Schedule, all Employees are employees at-will and for indefinite terms and there is no outstanding agreement or arrangement with respect to severance payments.  All taxes required to be withheld on or prior to the Closing Date from employees for income taxes, social security taxes, unemployment taxes and other similar withholding taxes have been properly withheld and, if required on or prior to the Closing, have been deposited with the appropriate governmental agency.

Section 3.10

Financial Statements.  

Attached to the Disclosure Schedule are true, correct, and complete copies of the unaudited balance sheet of Seller dated September 30, 2013 (the “Reference Balance Sheet”), the unaudited income statement for the twelve months then ended, and the audited balance sheets of Seller as of June 30, 2013, 2012, and 2011, and audited statements of income, and cash flow for the periods then ended, together with the notes thereto (if any) (collectively, the “Financial Statements”).  The Financial Statements () are in accordance with the books and records of Seller, () present fairly the financial condition of Seller as of the respective dates indicated and the results of operations for such periods, () have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved, and () reflect adequate reserves for all liabilities and losses.  Seller has no material liabilities or obligations (secured or unsecured, whether accrued, absolute, direct, indirect, contingent, or otherwise, and whether due or to become due) that are not fully accrued or reserved against in the Financial Statements or described on Section 3.10 of the Disclosure Schedule.  The books, records, and accounts of Seller shown to Purchaser accurately and fairly reflect, in reasonable detail, all transactions, assets, and liabilities of Seller.  

Section 3.11

Accounts Receivable.  

All Accounts Receivable outstanding at the Closing (“Closing Date Receivables”) represent sales actually made or services actually performed in the ordinary course of business in bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto.  All Closing Date Receivables will be collectible, net of any reserves reflected on the Interim Balance Sheet, which reserves are in an amount consistent with past practice, within 180 days after Closing.

Section 3.12

Correctness of Representations. 

To the best of its knowledge, no representation or warranty of Seller in this Agreement or in any Exhibit, certificate, or Schedule attached hereto or furnished to Purchaser 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 Schedules delivered or furnished to Purchaser pursuant to this Agreement have been delivered to Purchaser.

-6-

Section 4.  Representations and Warranties of Purchaser

Purchaser hereby represents and warrants to Seller as follows:

Section 4.1

Organization and Qualification. 

Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Georgia and has all necessary 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. 

Purchaser 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 Purchaser has been duly and validly authorized and approved by all necessary action on the part of Purchaser, and this Agreement is the legal, valid, and binding obligation of Purchaser enforceable against Purchaser 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 Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will (a) violate Purchaser’s Articles of Organization or Operating Agreement, (b) violate any pro­visions of law or any order of any court or any governmental unit to which Purchaser is subject, or by which its assets may be 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 Purchaser is a party or by which its assets or properties may be bound.

Section 4.3

Litigation. 

There is no suit, action, proceeding, claim or investigation pending, or, to Purchaser’s knowledge, threatened, against Purchaser which would prevent Purchaser from consummating the transactions contemplated by this Agreement.

Section 4.4

Brokers and Finders. 

Purchaser has not incurred any obligation or liability to any party for brokerage fees, agent’s commissions, or finder’s fees in connection with the transactions contemplated hereby.

Section 4.5

Disclosure and Absence of Undisclosed Liabilities. 

No representation or warranty by Purchaser contained in or made in connection with this Agreement or the transactions herein contemplated contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein not misleading.

Section 5.   Covenants of Seller

Seller covenants and agrees with Purchaser as follows:

Section 5.1

Conduct of Business Prior to Closing.  

From the Agreement Date hereof to the Closing Date, and except to the extent that Purchaser shall otherwise consent in writing, Seller shall:

(a)

operate the Business substantially as previously operated and only in the regular and ordinary course, not make any purchase or sale, or introduce any new method of management or operation except in the ordinary course of business and in a manner consistent with past practices, and use its best efforts to maintain and preserve intact each of the goodwill, reputation, present business organization, and relationships of Seller with persons having business dealings with it, and will reasonably endeavor to maintain the services of its Employees;

(b)

maintain the Purchased Assets in good order and condition, reasonable wear and use excepted, and deliver the Purchased Assets to Purchaser on the Closing Date in such condition, and maintain all policies of insurance

-7-

covering the Purchased Assets in amounts and on terms substantially equivalent to those in effect on the date of this Agreement;

(c)

take all steps reasonably necessary to maintain the Intellectual Property and other intangible assets of Seller;

(d)

pay all accounts payable when due in accordance with prudent business practices;

(e)

comply with all laws applicable to Seller where the failure to so comply would have a material adverse affect on the Business or the Purchased Assets;

(f)

maintain the Books and Records of Seller in the usual, regular, and ordinary manner, on a basis consistent with past practices and prepare and file all foreign, federal, state, and local tax returns and amendments thereto required to be filed by Seller after taking into account any extensions of time granted by such taxing authorities.

Section 5.2

Access to Properties and Records, Etc.  

Until the Closing or, if earlier, termination of this Agreement, Purchaser and its counsel, accountants, and other representatives will be given full access during normal business hours to all of the properties, personnel, books, tax returns, contracts, commitments, and records of Seller to the extent reasonably necessary for Purchaser’s due diligence investigation, and Purchaser will be furnished with all such additional documents and information with respect to the affairs of Seller as Purchaser or its counsel or accountants may from time to time reasonably request.

Section 5.3

Actions Prior to Closing.  

From the date of this Agreement through the Effective Time, Seller shall not without the prior written consent of Purchaser:

(a)

incur any obligations, liabilities, or expenses of any nature (whether absolute, accrued, contingent, or otherwise and whether due or to become due) that would constitute Assumed Liabilities other than items incurred in the ordinary course of business consistent with past practice;

(b)

permit, allow, or suffer any of the Purchased Assets to be subjected to any mortgage, pledge, lien, or encumbrances other than Permitted Encumbrances;

(c)

suffer any material adverse change in the Purchased Assets or in the operations, condition (financial or otherwise), liabilities, earnings, or prospects of the Business;

(d)

waive any claims or rights with respect to and materially and adversely affecting any of the Business, the Purchased Assets, or the Assumed Liabilities;

(e)

sell, transfer, or otherwise dispose of any of the Purchased Assets, other than Excluded Assets, except in the ordinary course of business consistent with past practice;

(f)

dispose of or permit to lapse any right to the use of any Intellectual Property, except for the expiration of any proprietary rights to use patents that may expire by law;

(g)

other than in accordance with and in amounts not greater than provided for in existing agreements between Seller and Employees, grant any increase in the salary and wages of any Employee or any increase in such salary and wages payable or to become payable at any time in the future to any of the Employees, except pursuant to promotions previously disclosed to Purchaser that will become effective on or prior to the Closing Date and except for Employees that Purchaser identifies on a written list delivered to Seller as Employees who will not receive an offer to become Hired Employees;

(h)

make any change in any material method of accounting or accounting principle, practice, or policy affecting or relating to the Purchased Assets or Assumed Liabilities including, without limitation, any extension of the useful lives of the Purchased Assets and consequent adjustments to the depreciation or valuation thereof on the books and records of Seller;

-8-

(i)

make any change (or change any assumption underlying or method of calculating) in the amount of any bad debt, contingency, or other reserve, other than in the ordinary course of business consistent with past practice;

(j)

write-down or write-up the value of any Inventory (including write-downs by reason of shrinkage or mark downs), except for write-downs, write-ups, and write-offs in the ordinary course of business consistent with past practice, none of which are or will be material in amount;

(k)

except consistent with past practices or existing programs, pay, loan, or advance any amount to, sell, transfer, or lease any properties or Purchased Assets (real, personal or mixed, tangible, or intangible) to, or enter into any agreement or arrangement with, any Employee, or any spouse or Affiliate of any such Person, except for routine travel advances to Employees, and compensation to Employees consistent with Section 5.3(a) hereof;

(l)

dispose of or permit to lapse any right to the use of any patent, trademark, assumed name, service mark, trade name, copyright, license, or application therefor or dispose of or disclose to any person not authorized to have such information, any trade secret, proprietary information, formula, process, or know-how not previously a matter of public knowledge or existing in the public domain;

(m)

waive, terminate, or commit any breach of any provision under or relating to any of the Contracts;

(n)

enter into any Contracts, Agreements, or transactions with respect to or affecting the Assumed Liabilities other than Contracts entered into in the ordinary course of business and consistent with past practices;

(o)

with respect to the Purchased Assets, permit any option to renew any lease or any option to purchase any property to expire or exercise any such option;

(p)

omit to do any act or permit any act which could reasonably be expected to cause a breach of any material Contract or obligation of Seller with respect to or affecting the Purchased Assets or any breach of any representation, warranty, covenant, or agreement made by Seller herein;

(q)

default regarding the provisions of any insurance policy or fail to give notice or present any claim under any such policy in due and timely fashion if such default or failure to give notice would give the insurer the right to cancel any policy, deny claims, or limit coverage; or

(r)

take any other action not in the ordinary course of business consistent with past practice or omit to take any other action that would be taken in the ordinary course of business consistent with past practice if such action or omission to take action would materially and adversely affect the Business, the Purchased Assets, or the Assumed Liabilities.

Section 5.4

Certain Governmental Approvals.  

Seller shall take all action necessary to secure any approval of Pennsylvania Attorney’s General’s office and the Mifflin County Court of Common Pleas required for the consummation of the transactions contemplated hereby.  Seller shall keep Purchaser informed of the status of Seller’s efforts to secure such approvals and shall use best efforts to secure such approvals.

Section 5.5

Other Transactions.  

Seller shall deal exclusively and in good faith with Purchaser with regard to the sale of the Purchased Assets to Purchaser and will not, and will direct its officers, directors, financial advisors, accountants, agents, and counsel not to:  () solicit submission of proposals or offers from any person other than Purchaser relating to any acquisition of all or any material part of the Purchased Assets or the Business or solicit submission of proposals or offers from any person other than Purchaser and its representatives relating to any acquisition or purchase of all or a material portion of the Purchased Assets used in the Business (an “Acquisition Proposal”); () subject to fiduciary obligations under applicable law as advised in writing by counsel (with a copy of such advice contemporaneously being furnished to Purchaser and its counsel), participate in any discussions or negotiations regarding, or furnish any non-public information to any other person regarding Seller other than Purchaser and its representatives or otherwise cooperate in any way or assist, facilitate, or encourage any Acquisition Proposal by any person other than Purchaser; or () enter into any agreement or understanding, whether oral or in writing, that would have the effect of preventing the consummation of the transactions contemplated by this Agreement.  If, notwithstanding the foregoing,

-9-

Seller, or its representatives or agents should receive any Acquisition Proposal or any inquiry regarding such proposal from a third party, such persons shall promptly inform Purchaser and its counsel thereof.

Section 5.6

Consents.  

Seller shall obtain, at its cost and expense, prior to the Closing all consents and estoppels which, in the reasonable judgment of Purchaser, are necessary or appropriate for the transfer of the Purchased Assets to Purchaser and the consummation of the transactions contemplated hereby.  All such consents and estoppels shall be in writing and in form and substance satisfactory to Purchaser, and executed counterparts thereof will be delivered to Purchaser promptly after receipt thereof but in no event later than the Closing.

Section 5.7

Supplemental Disclosure.  

Seller and Purchaser shall each have the continuing obligation up to and including the Closing Date to supplement promptly or amend the Schedules with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or listed in the Schedule.  Any such matter or information hereafter disclosed shall be deemed to amend the Schedules hereto (to the extent of such written disclosure) as of the date hereof unless Purchaser shall within five (5) business days after receipt of such written disclosure by Purchaser and its counsel, but in any event prior to the Closing, notify Sellers in writing that the matter or information so disclosed materially varies from, or materially and adversely to Purchaser’s interests changes, the information disclosed on the Schedules on the date hereof.  In such event, the Schedules hereto shall not be deemed amended or changed by the matter or information so disclosed, and, unless the acts or circumstances giving rise to the matter or information so disclosed is corrected prior to the Closing, the matter or information so disclosed shall constitute items at variance with the warranties and representations of Seller herein.

Section 5.8

Additional Reports.  

Promptly after they become available, Seller will deliver to Purchaser true and correct copies of all internal management and control reports (including aging of accounts receivables, listings of accounts payable, and inventory control reports) and financial statements related to the Business.  Each such report shall be in accordance with the books and records of Seller, and, in the case of financial statements shall present fairly the financial condition of Seller as of the dates indicated and the results of operations for the periods then ended.

Section 5.9

Capital Expenditures.  

Seller shall cause the management of Seller to discuss with Purchaser any proposed significant capital expenditure to be made by the Business after the Closing prior to entering into any contract or commitment for such capital expenditure.  No capital expenditure shall be made by Seller in respect of the Business prior to the Closing Date without the prior consent of Purchaser, which consent shall not be unreasonably withheld or delayed.  

Section 5.10

Discharge of Liens and Encumbrances.  

All liens, claims, charges, security interests, pledges, assignments, or encumbrances relating to the Purchased Assets shall be satisfied, terminated, and discharged by Seller on or prior to the Closing Date and evidence satisfactory to Purchaser and its counsel of such satisfaction, termination, and discharge shall be delivered to Purchaser at or prior to the Closing.

Section 6.   Conditions Precedent to the Obligations of Purchaser

The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, 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 Purchaser:

Section 6.1

Representations True at Closing.  

Each representation and warranty in Section 3 hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representation and warranty had been made on and as of the Closing Date (except that such representations and warranties may be untrue or incorrect as a result of actions or transactions expressly permitted by this Agreement or actions or transactions of Seller made with the prior written consent of Purchaser), and Seller shall have delivered to Purchaser a certificate, executed by each of Seller, dated the Closing Date to such effect.

-10-

Section 6.2

Compliance by Seller.  

Seller shall have duly performed all of the covenants, agreements, acts, and undertakings to be performed by Seller on or prior to the Closing Date, and Seller shall have delivered to Purchaser a certificate, executed by each of Seller, dated the Closing Date to such effect.

Section 6.3

No Injunction, Etc.  

No action, proceeding, investigation, regulation, or legislation shall be pending or overtly threatened which seeks to enjoin, restrain, or prohibit consummation of the transactions contemplated hereby, or to obtain damages from Purchaser, in respect of the consummation of the transactions contemplated hereby, or which seeks to enjoin the operation of a substantial portion of the Purchased Assets, or, which in the reasonable judgment of Purchaser, would make it inadvisable to consummate the transactions contemplated by this Agreement.

Section 6.4

Operation in the Ordinary Course.  

Seller shall have operated the Business in the ordinary course (except as otherwise permitted by this Agreement or as agreed to by Purchaser as evidenced by Purchaser’s prior written consent) since October 1, 2013, and Purchaser shall have received a certificate dated as of the Closing Date, executed by each of Seller to such effect.

Section 6.5

Consents and Waivers.  

Purchaser shall have received a true and correct copy of each consent and waiver required for the assignment of the Contracts and Purchaser shall have received a certificate dated as of the Closing Date, executed by Seller to the foregoing effect, and Purchaser shall be satisfied with the terms, conditions, and restrictions, of and obligations under, each such consent and waiver.

Section 6.6

Governmental Authorizations and Approvals.  

Purchaser shall have received a true and correct copy of the approvals of the Pennsylvania Attorney’s General’s office and the Mifflin County Court of Common Pleas required for the consummation of the transactions contemplated hereby, and Purchaser shall have received a certificate dated as of the Closing Date, executed by Seller to the foregoing effect, and Purchaser shall be satisfied with the terms, conditions, and restrictions, of and obligations under, each such authorization, order, or approval.

Section 6.7

Condition of Purchased Assets.  

On the Closing Date, all of the Purchased Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof, and changes occurring in the ordinary course of business between the date hereof and the Closing Date, and Purchaser shall have received a certificate of Seller dated the Closing Date to such effect.

Section 6.8

Financing.  

Purchaser shall have consummated financings under terms satisfactory to Purchaser, which financings, when taken in the aggregate with other funds available to Purchaser, shall be in an amount sufficient to pay the Purchase Price, the transaction costs of Purchaser associated with this Agreement and the transactions contemplated by this Agreement, and provide adequate working capital for the operation of the Business by Purchaser.

Section 6.9

Incumbency.  

Purchaser shall have received a certificate of incumbency of Seller executed by the President and Secretary of Seller listing the officers of Seller authorized to execute the Agreement and the instruments of transfer and conveyance on behalf of Seller, certifying the authority of each such officer to execute the agreements, documents, and instruments on behalf of Seller in connection with the consummation of the transactions contemplated herein.

Section 6.10

Certified Resolutions.  

Purchaser shall have received a certificate of the Secretary of Seller containing a true and correct copy of the resolutions duly adopted by the board of directors and shareholders of Seller, approving and authorizing this Agreement and the

-11-

consummation of the transactions contemplated hereby.  The Secretary of Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Section 6.11

Release of Certain Liens.  

Purchaser shall have received Uniform Commercial Code searches (which searches shall be made or caused to be made by and at the expense of Seller) of filings made pursuant to Article 9 thereof in all jurisdictions where any of the Purchased Assets are located, in form, scope, and substance reasonably satisfactory to Purchaser and its counsel, which searches shall reflect the release or termination of liens, claims, security interests, or encumbrances against any of the Purchased Assets disclosed thereby that are not Permitted Encumbrances, and to the extent any such release or termination is not reflected of record, Purchaser shall have received evidence satisfactory to it, that all such liens and encumbrances against the Purchased Assets other than Permitted Encumbrances have been released or terminated prior to or at the Closing; and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect.

Section 6.12

No Material Adverse Change.  

There shall have been no material adverse change in the Business, the financial condition of Seller, or the Purchased Assets since October 1, 2013.

Section 6.13

Accuracy of Schedules.  

Examination by Purchaser shall not have disclosed any material inaccuracy in the representations and warranties of Seller, set forth in this Agreement or in the Schedules delivered to Purchaser pursuant hereto.

Section 6.14

Instruments of Transfer.  

Seller shall have delivered to Purchaser such bills of sale, endorsements, assignments, licenses, and other good and sufficient instruments of conveyance and transfer and any other instruments deemed appropriate by counsel to Purchaser all in form and substance satisfactory to counsel to Purchaser to vest in Purchaser all of Seller’s rights, title, and interest in and to the Purchased Assets, free and clear of all liens, charges, encumbrances, pledges, or claims of any nature except for Permitted Encumbrances.

Section 7. Indemnification

Section 7.1

Survival of Warranties.  

All representations and warranties of the parties contained in this Agreement shall survive the Closing until the first (1^st) anniversary of the Closing Date; provided, however, that the representations and warranties of Seller contained in () Section 3.2 (Authorization), Section 3.3 (Ownership), and Section 3.6 (Brokers and Finders) (each a “Fundamental Representation”) shall survive until the ninetieth (90^th) day after the expiration of the applicable statute of limitations, including any extensions, each of such periods is a “Warranty Survival Period”.  Any representation or warranty that would otherwise terminate in accordance with this Section 7.1 will continue to survive if a Claim Notice shall have been given under this Section 7 on or prior to such termination date until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Section 7.  No cause of action based upon, or alleging, a breach of warranty may be commenced after the expiration of the applicable Warranty Survival Period.  For the purposes of this Section 7, the terms “Loss” and “Losses” shall mean any and all any loss, liability, claim, damage (excluding punitive damages other than damages awarded to third parties), tax, obligation, penalty, fine, judgment, cost and expense (including amounts paid in settlement, reasonable costs of investigation and defense, and reasonable attorneys’ fees) suffered by an Indemnified Party, whether or not involving a Third Party Claim and as the same are incurred.  All statements contained in any certificate, Exhibit or Schedule delivered by or on behalf of Purchaser or Seller pursuant to this Agreement shall be deemed representations and warranties hereunder by Purchaser or Seller, as the case may be.  Any inspection, preparation, or compilation of information or Schedules, or audit of the inventories, properties, financial condition, or other matters relating to Seller conducted by or on behalf of Purchaser pursuant to this Agreement shall in no way limit, affect, or impair the ability of Purchaser to rely upon the representations, warranties, covenants, and agreements of Seller set forth herein. 

-12-

Section 7.2

Agreement of Seller to Indemnify Purchaser.

(a)

Subject to the terms and conditions of this Section 7, Seller hereby agrees to indemnify, defend, and hold harmless Purchaser, and, to the extent named or involved in any Third-Party Claim, Purchaser’s officers, directors, employees and shareholders, and their respective successors and assigns, from, against, and in respect of any and all Losses which are based upon, arise out of, result from, or relate to:

(i)

the inaccuracy or untruth of any representation or warranty of Seller (other than a Fundamental Representation) contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Seller, in connection with the execution and delivery of this Agreement and the closing of the transactions contemplated hereby,

(ii)

the breach by Seller of any covenant or agreement made in or pursuant to this Agreement or any agreement executed by Seller, and delivered to Purchaser in connection with the Closing of the transactions contemplated hereby; and

(iii)

the inaccuracy or untruth of any Fundamental Representation or any Excluded Liability, including without limitation the failure to comply with the bulk sales law.

(b)

Seller’s obligation to indemnify Purchaser for Losses is subject to the condition that Seller shall have received notice of the Losses for which indemnity is sought on or before the expiration of the applicable Warranty Survival Period.  

(c)

No claim may be made pursuant to Section 7.2 (other than with respect to a breach of a Fundamental Representation) until the total of all Losses with respect to such matters exceeds $10,000.00, at which time Seller shall be liable for the full amount of such Damages (including the initial $10,000.00).

(d)

The maximum recovery for Losses in the aggregate under this Section 7.2 shall be the aggregate consideration received by Seller pursuant to this Agreement.

(e)

Purchaser’s remedies against Seller for any Losses hereunder shall be cumulative, and the exercise by Purchaser of its right to indemnification hereunder shall not affect the right of Purchaser to exercise any other remedy at law or in equity, to recover damages, or to obtain equitable or other relief, provided, that Seller shall not be liable for damages in excess of the actual damages suffered by Purchaser as a result of the act, circumstance, or condition for which indemnification is sought.

Section 7.3

Agreement of Purchaser to Indemnify Seller.

(a)

Subject to the terms and conditions of this Section 7.3, Purchaser hereby agrees to indemnify, defend, and hold harmless Seller from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Seller by reason of, resulting from or based upon:

(i)

the inaccuracy or untruth of any representation or warranty of Purchaser, contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Purchaser, in connection with the execution and delivery of this Agreement or the closing of the transactions contemplated hereby; and

(ii)

the breach by Purchaser of any covenant or agreement made in or pursuant to this Agreement or any agreement executed by Purchaser, and delivered to Seller in connection with the Closing of the transactions contemplated hereby.

(b)

Purchaser’s obligation to indemnify Seller for Losses is subject to the condition that Purchaser shall have received notice of the Losses for which indemnity is sought on or before the expiration of the applicable Warranty Survival Period.

(c)

Seller’s remedies against Purchaser for any Losses hereunder shall be cumulative, and the exercise by Seller of its right to indemnification hereunder shall not affect the right of Seller to exercise any other remedy at law or in equity, to recover damages, or to obtain equitable or other relief, provided, that Purchaser shall not be liable for damages

-13-

in excess of the actual damages suffered by Seller as a result of the act, circumstance, or condition for which indemnification is sought.

Section 7.4

Procedures for Indemnification. 

As used herein, the term “Indemnitor” means the party against whom indemnity hereunder is sought, and the term “Indemnitee” means the party seeking indemnification hereunder.  

(a)

A claim for indemnification hereunder (“Indemnification Claim”) shall be made by Indemnitee by delivery of a written declaration to Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses, and, in the case of a Third Party Claim (as defined in Section 7.5 hereof), containing (by attachment or otherwise) such other information as Indemnitee shall have concerning such Third Party Claim.

(b)

If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor shall have ten (10) days to object to such Indemnification Claim by delivery of a written notice of such objection to Indemnitee specifying in reasonable detail the basis for such objection.  Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor and the Indemnification Claim shall be paid in accordance with Section 7.4(c)hereof.  If an objection is timely interposed by the Indemnitor and the dispute is not resolved within forty-five (45) days from the date (such period is hereinafter the “Negotiation Period”) Indemnitee receives such objection, such dispute shall be resolved by arbitration in accordance with the provisions of Section 10.8, unless the Indemnification Claim involves () Intellectual Property or () injunctive relief is reasonably necessary to protect the interests of the Indemnitee (collectively the types of claims referred to in clauses () and () are hereinafter referred to as the “Excluded Claims”), in which event, the dispute may be resolved by institution of an appropriate legal proceeding or by arbitration in accordance with the provisions of Section 10.7 at the option of the Indemnitee.

(c)

Upon determination of the amount of Losses required to be paid pursuant to an Indemnification Claim, whether by agreement between Indemnitor and Indemnitee or by an arbitration award, or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim by check within ten (10) days of the date such amount is determined.

Section 7.5

Defense of Third Party Claims.  

Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee by a Third Party which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a “Third Party Claim”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

(a)

The Indemnitee shall give the Indemnitor written notice of any such claim promptly after receipt by the Indemnitee of notice thereof, and the Indemnitor will undertake the defense thereof by representatives of its own choosing reasonably acceptable to the Indemnitee.  The assumption of the defense of any such claim by the Indemnitor shall be an acknowledgement by the Indemnitor of its obligation to indemnify the Indemnitee with respect to such claim hereunder.  If, however, the Indemnitor fails or refuses to undertake the defense of such claim within fifteen (15) days after written notice of such claim has been given to the Indemnitor by the Indemnitee, the Indemnitee shall have the right to undertake the defense, compromise, and, settlement of such claim with counsel of its own choosing.  The Indemnitor shall have the right to participate in any defense assumed by the Indemnitee, at its sole cost and expense.  In the circumstances described in the preceding sentence, the Indemnitee shall, promptly upon its assumption of the defense of such claim, make an Indemnification Claim as specified in Section 7.4, which shall be deemed an Indemnification Claim that is not a Third Party Claim for the purposes of the procedures set forth herein.

(b)

The Indemnitee and Indemnitor shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such claim and furnishing, without expense to the Indemnitor, management employees of the Indemnitee as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

-14-

Section 8. Post Closing Matters

Section 8.1

Employment of Employees.  

On or before the Closing Date, Purchaser shall offer employment to all Employees (except for Employees who are () on Worker’s Compensation or other medical disability leave, () on “light duty” as a result of any worker’s compensation or other medical disability, except pregnancy disability, or () otherwise on any other leave or part-time status, other than vacation leave or maternity leave at the Closing Date) at the same rates of pay and working conditions offered by Seller to such Employees on the date of this Agreement.  All Employees accepting Purchaser’s offer of employment are referred to as the “Hired Employees.”  Seller shall be responsible for the payment of all accrued but unpaid wages, vacation pay, sick pay, holiday pay, and severance pay due to Hired Employees, up to and including the Effective Time or the earlier termination of employment.  Seller shall be responsible for the payment of any amounts due to its Employees (including the Hired Employees) pursuant to the Seller Plans as a result of the employment of the Employees.  Seller will be responsible for reporting and paying all employee-related costs and liabilities of Hired Employees accruing prior to the Closing Date.  Purchaser shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date.  Purchaser shall allow Seller access to the Hired Employees to perform services as needed to wind up the affairs of Seller, to the extent such services do not unduly interfere with the timely performance of duties by such Hired Employees for Purchaser.  The services of the Hired Employees shall be provided, subject to the preceding sentence, free of charge to Seller.

Section 8.2

Seller’s Benefit Plans.  

Purchaser will assume no responsibility with regard to any Seller Qualified Plans.  Seller shall retain any and all liability under the Company Plans of Seller.  For the purposes of this Section 8.2 a claim is deemed incurred when the services that are the subject of the claim performed; in the case of life insurance, when death occurs; in the case of disability benefits, when the disability occurs; in the case of a hospital stay, when the employee or covered dependent first enters the hospital; and in the case of workers’ compensation, when the injury occurs.  To the extent necessary, Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Plans, subject to Purchaser’s prior approval, which shall not be unreasonably withheld.

Section 8.3

Employee Files.  

On the Closing Date, or as soon as practicable thereafter, Seller shall deliver to a designee of Purchaser all historical personnel records of each of the Hired Employees, including, but not limited to, employment agreements, confidentiality and noncompete agreements, employment applications, performance reviews, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, and other similar documents.

Section 8.4

Assistance in Hiring.  

Seller shall use reasonable efforts to assist Purchaser in employing as new employees of Purchaser, all persons presently employed by Seller who are identified by Purchaser prior to the Closing Date.  Seller shall terminate effective as of the Closing Date all employment agreements it has with any of the Hired Employees.  

Section 8.5

Discharge of Business Obligations.  

From and after the Closing Date Seller shall pay and discharge, in accordance with past practice but not less than on a timely basis, all obligations and liabilities incurred, including but not limited to trade payables, current liabilities, and any other Excluded Liability, prior to the Closing Date in respect of the Business, its operations or the Purchased Assets and properties used therein (except for those expressly assumed by Purchaser hereunder), including without limitation any liabilities or obligations to employees, trade creditors, and clients of the Business.

Section 8.6

Maintenance of Books and Records.  

Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all Books and Records possessed or to be possessed by such party relating to any of the Purchased Assets, liabilities or business of the Business prior to the Closing Date.  After the Closing Date, where there is a legitimate purpose, such party shall provide the other parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to () the officers and employees of such party and () the books of account and records of such party, but, in each case, only to the extent relating to the Purchased Assets, Assumed Liabilities, or Business prior to the Closing Date, and the other parties and their representatives shall

-15-

have the right to make copies of such books and records; provided however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided further, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representative will use due care to not disclose such information except () as required by law, () with the prior written consent of such party, which consent shall not be unreasonably withheld, or () where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors, or representatives.  Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed.  Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Section 8.7

Payments Received.  

Seller and Purchaser each agree that after the Closing they will hold and will promptly transfer and deliver to the other, from time to time as and when received by them, any cash, checks with appropriate endorsements (using their best efforts not to convert such checks into cash), or other property that they may receive on or after the Closing which properly belongs to the other party, including without limitation, any insurance proceeds, and will account to the other for all such receipts.  From and after the Closing, Purchaser shall have the right and authority to endorse without recourse the name of Seller on any check or any other evidences of indebtedness received by Purchaser on account of the Business and the Purchased Assets transferred to Purchaser hereunder.

Section 8.8

UCC Matters.  

From and after the Closing Date, Seller will promptly refer all inquiries with respect to ownership of the Purchased Assets or the Business to Purchaser.  In addition, Seller will execute such documents and financing statements as Purchaser may request from time to time to evidence transfer of the Purchased Assets to Purchaser, including any necessary assignments of financing statements.

Section 8.9

Certain Expenses.  

Any payments made by Seller on behalf of Purchaser or by Purchaser on behalf of Seller which are made after the Closing Date (“Post Closing Payments”) shall be reimbursed by the party on whose behalf the payment was made as follows:  an accounting will take place each Friday for a period of two months after the Closing Date, at which the amount (the “Settlement Amount”) by which Post-Closing Payments made by one party (the “Payee”) exceeds Post-Closing Payments made by the other party (the “Payor”) will be calculated.  The Payor at each such accounting shall issue a check payable to the Payee in satisfaction of the settlement amount for that accounting.  The foregoing notwithstanding to preserve the rights of the parties with respect to third parties, neither party shall make any Post Closing Payment without the prior written consent of the other.

Section 8.10

Further Assurances. 

From and after the date hereof, Seller agrees, without further consideration, to execute and deliver promptly to Purchaser, such further consents, waivers, assignments, endorsements, and other documents and instruments, and to take all such further actions, as Purchaser may from time to time reasonably request, with respect to the assignment, transfer, and delivery to Purchaser of the Purchased Assets, and the fulfillment of any condition precedent to the obligations of Purchaser that was waived by Purchaser in order to close the transactions contemplated herein, and the consummation in full of the transactions provided for herein.

Section 8.11

Assignment and Ownership of Intellectual Property Rights. 

Seller will follow the required and appropriate procedures as specified in the Shrink-wrap Software licenses and by law to assign and transfer its rights in the Shrink-wrap Software to Purchaser, and, if required to record such assignment.  Seller will follow the required and appropriate procedures as required by law or by third party agreement, to assign and transfer its rights in the Intellectual Property to Purchaser, and to record such assignment with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office.  Seller recognizes and agrees that all derivative works, modifications, upgrades, and new versions based on the Intellectual Property, and all new technologies and products developed by Purchaser shall be owned by Purchaser exclusively,

-16-

including but not limited to all worldwide patent, copyright, trademark, trade secret, confidential information and other proprietary rights.

Section 8.12

Winding Up of Seller.  

From and after the Closing Date, Seller shall cease all business activities and commence winding up its business and affairs.  Seller shall inform Purchaser of the proposed date for filing articles of dissolution so that Purchaser can simultaneously file an amendment to its Certificate of Authority to secure the name “BlendedSchools”.

Section 9. Restrictive Covenants

Section 9.1

Definitions.  

As used herein, the following capitalized terms are used with the meanings thereafter ascribed:

“Affiliate” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with Seller. 

“Area” means the United States and Canada.

“Competing Enterprise” means any person or entity that is substantially engaged in Seller's business, except that any business related to any asset that is not a Purchased Asset shall not be deemed a “Competing Enterprise”.

“Control” means the power to direct the management and affairs of a person.

“Trade Secrets” means information of Seller which derives economic value, actual or potential, from not being generally known and not being readily ascertainable by proper means 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, but shall not include Excluded Information.  Trade Secrets may include both technical or non-technical data, including without limitation,  (a) any process, machine, pattern, compilation, program, method, technique, formula, chemical formula, composition of matter, or device which (1) is not generally known or which Seller, has a reasonable basis to believe may not be generally known, (2) is being used or studied by Seller and is not described in a printed patent or in any literature already published and distributed externally by Seller, and (3) is not readily ascertainable from inspection of a product of Seller; (b) any engineering, technical, or product specifications including those of features used in any current product of Seller or which may be so used, or the use of which is contemplated in a future product of Seller; (c) any application, operating system, communication system, or other computer software (whether in source or object code) and all flow charts, algorithms, coding sheets, routines, subroutines, compilers, assemblers, design concepts, test data, documentation, or manuals related thereto, whether or not copyrighted, patented, or patentable; or (d) information concerning the customers, suppliers, products, pricing strategies of Seller, personnel assignments and policies of Seller, or matters concerning the financial affairs and management of Seller; provided however, that Trade Secrets shall not include any Excluded Information.  As used herein, “Excluded Information” means Proprietary Information (i) which has been voluntarily disclosed to the public by Seller, (ii) independently developed and disclosed by parties other than Seller, or (iii) that otherwise enters the public domain through lawful means or without misappropriation by Seller.

Section 9.2

Non-Solicitation of Employees.  

Until the third (3rd) anniversary of the Closing Date, Seller shall not directly or indirectly solicit, offer employment to, or hire any employee of Purchaser or any of its subsidiaries if (i) such employee is then an employee of Purchaser or any of Purchaser’s subsidiaries, or (ii) such employee has terminated such employment within 180 days of such solicitation or offer.

Section 9.3

Non-Solicitation of Customers.  

Until the fifth (5^th) anniversary of the Closing Date, neither Seller nor any Affiliate shall, within the Area, on such Seller’s own behalf, on behalf of any Affiliate, or an behalf of any Competing Enterprise, solicit, contact, call upon, communicate with, or attempt to communication with any customer or prospect of Seller or any representative of any such customer or prospect of Seller, with a view to the sale or provision of any product, deliverable, or service competitive with any product, deliverable, or service sold, provided, or under development by Seller on the Closing Date.

-17-

Section 9.4

Covenant Not to Compete by Seller.  

Until the fifth (5^th) anniversary of the Closing Date, Seller agree that, neither Seller nor any of Affiliate will, directly or indirectly, own, manage, operate, join, control, or be employed or engaged by, nor participate in the ownership, management, operation, or control of, any Competing Enterprise.  

Section 9.5

Trade Secrets.  

Seller for itself and each Affiliate acknowledges and agrees that all Trade Secrets, and all physical embodiments thereof, are a part of the Purchased Assets and are confidential to and shall be and remain the sole and exclusive property of Purchaser.  Seller for itself and each Affiliate agrees that all Trade Secrets will be held in trust and strictest confidence, that each Affiliate shall protect such Trade Secrets from disclosure, and that each Affiliate will make no use of such Trade Secrets without the prior written consent of Purchaser.  The obligations of confidentiality contained in this Section 9.5 shall apply from the date of this Agreement and with respect to all Trade Secrets at all times thereafter, until such Trade Secret is no longer a trade secret under applicable law.

Section 9.6

Remedies.  

Seller for itself and any Affiliate covenants and agrees that Purchaser by virtue of the consummation of the transactions contemplated by this Agreement will utilize the Purchased Assets in and throughout the Area, and that great loss and irreparable damage would be suffered by Purchaser if Seller should breach or violate any of the terms or provisions of the covenants and agreements set forth in this Section.  Seller for itself and any Affiliate, further acknowledges and agrees that each such covenant and agreement is reasonably necessary to protect and preserve unto Purchaser the benefit of its bargain in the acquisition of the Purchased Assets, including, without limitation, the good will thereof.  Therefore, in addition to all the remedies provided in this Agreement, or available at law or in equity, Seller for itself and any Affiliate jointly and severally agrees Purchaser shall be entitled to a temporary restraining order and a permanent injunction to prevent a breach or contemplated breach of any of the covenants or agreements of Seller contained in this Section 9.6.  The existence of any claim, demand, action, or cause of action of Seller against Purchaser shall not constitute a defense to the enforcement by Purchaser of any of the covenants or agreements herein whether predicated upon this Agreement or otherwise, and shall not constitute a defense to the enforcement by Purchaser of any of its rights hereunder.  

Section 9.7

Blue Penciling.  

In the event that any one or more of the provisions, or parts of any provisions, contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted under applicable law.  Specifically, but without limiting the foregoing in any way, each of the covenants of the parties to this Agreement contained herein shall be deemed and shall be construed as a separate and independent covenant and should any part or provision of any of such covenants be held or declared invalid by any court of competent jurisdiction, such invalidity shall in no way render invalid or unenforceable any other part or provision thereof or any other covenant of the parties not held or declared invalid. 

Section 10. General Provisions

Section 10.1

Bulk Sales Law Waiver.  

Purchaser and Seller each agree to waive compliance by the other with the provisions of the bulk sales law or comparable law of any jurisdiction to extent that the same may be applicable to the transactions contemplated by this Agreement.  Seller agrees to indemnify and hold Purchaser harmless from and against any loss, damage, liability, cost, expense or claim arising out of any failure to take any required actions under the bulk sales or comparable law of any state.

Section 10.2

Expenses. 

All expenses incurred by the parties hereto in connection with or related to the authorization, preparation, and execution of this Agreement and the Closing of the transactions contemplated hereby, including without limiting the generality of the foregoing, all fees and expenses of agents, representatives, counsel, and accountants employed by any such party, shall be borne solely and entirely by the party which has incurred the same. 

-18-

Section 10.3

Notice. 

Any notice, request, demand, or other communication which is required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given: () if sent by email, telecopy, facsimile transmission, or other similar electronic or digital transmission method, when transmitted, provided there is evidence of delivery to the email address or telephone number of the telecopy or facsimile machine; () if sent by a nationally recognized next day delivery service that obtains a receipt on delivery, one (1) business day after it is sent; () if sent by registered or certified United States mail, five (5) days after it is deposited in the mail, addressed to the proposed recipient at the last known address of the recipient, with the proper postage affixed; () if in person, when tendered, and () in any other case, when actually received.  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.:

(a)

If to Seller:

Blendedschools.net

Attention:  Jed Friedrichsen

Email: jfriedrichsen@blendedschools.net

Telephone (573) 999-5425

Facsimile:  (814) 542-2569

With a copy to:

Timothy A. Schoonover

Babst Calland

330 Innovation Blvd., Suite 302

State College, PA 16803

Telephone: (814) 867-8055

Facsimile: (814) 867-8051

(b)

If to Purchaser:

BLSCH Acquisition, LLC

C/O Sibling Group Holdings, Inc.

1355 Peachtree Street, Suite 1150

Atlanta, GA 30309

Attention: Legal Department

Telephone (404) 551-5274

Facsimile  (404) 890-5615

With a copy to:

Krevolin & Horst, LLC

1201 W. Peachtree St.

Suite 3250

Atlanta, GA 30309

Attention:  Gerry Balboni

Telephone:  (404) 812-3111

Facsimile:   (404) 812-3101

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 10.4

Assignment; Binding Effect. 

This Agreement shall be binding upon the parties hereto and their respective successors, permitted assigns and permitted transferees.  Seller may not assign its rights or delegate its obligations hereunder without Purchaser’s consent, which shall not be unreasonably withheld.

Section 10.5

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, provided however, that Purchaser may assign this Agreement to any Affiliate or to any successor to its assets and business upon notice to Seller.

-19-

Section 10.6

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 10.7

Governing Law. 

This Agreement, the rights of the parties hereunder, and any and all disputes between the parties, shall be governed by, construed, and enforced 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 FultonCounty, Georgia or any Federal Court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the “Permitted Courts”), shall have exclusive jurisdiction of any dispute, case, or controversy in any way related to, arising under, or in connection with this Agreement, including extra-contractual claims, and shall be a proper forum in which to adjudicate such dispute, case, or controversy, and each party irrevocably: () consents to the jurisdiction of the Permitted Courts in such actions, () agrees not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum, and () 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, Purchaser 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 10.8

Arbitration.  

Any Indemnification Claim that is not an Excluded Claim shall, any, Excluded Claim may, and any determination of the scope or applicability of this provision to arbitrate, shall, be submitted to, and settled by, arbitration in the City of Atlanta, State of Georgia, before one (1) arbitrator.  The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.  Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction.  The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence, and counsel's fees, and provided further, that in the discretion of the arbitrator, the arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Section 10.9

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 10.10

Survival.  

The covenants, representations, warranties, and agreements contained herein shall survive the Closing of the transactions contemplated herein, for the length of time that Purchaser or Seller, 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.

-20-

IN WITNESS WHEREOF, each party hereto has executed this Agreement, or caused this Agreement to be executed on its behalf by its duly authorized officers, all as of the Closing Date.

Seller:

ATTEST:

Blendedschools.net

By:________________________________

By:___________________________________

Anthony Skender, Secretary

Gregory Hoover, President

Purchaser:

BLSCH Acquisition, LLC

By:

Sibling Group Holdings, Inc., Manager

By: ___________________________________

Mack Leath, CEO

-21-

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

I, Dave Saba, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Sibling Group Holdings, Inc. for the quarter ended March 31, 2014;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 15, 2014

By:	/s/ Dave Saba
Name:	Dave Saba
Title:	President
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

I, Maurine Findley, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Sibling Group Holdings, Inc. for the quarter ended March 31, 2014;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 15, 2014

By:	/s/ Maurine Findley
Name:	Maurine Findley
Title:	Chief Financial Officer
	(Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Sibling Group Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ending March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof, I, Dave Saba certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.

The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

2.

The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2014

By:	/s/ Dave Saba
Name:	Dave Saba
Title:	President
	(Principal Executive Officer)

In connection with the quarterly report of Sibling Group Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ending March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof, I, Maurine Findley certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.

The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

2.

The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2014

By:	/s/ Maurine Findley
Name:	Maurine Findley
Title:	Chief Financial Officer
	(Principal Accounting Officer)

XML

Capital Stock (Conversion of Series Common Stock and 100:1 Reverse Split) (Details)	1 Months Ended
	Aug. 09, 2012
Capital Stock [Abstract]
Stock split conversion, per share	1.51
Reverse stock split ratio	100

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

(b) Income Taxes

The Company utilizes Financial Accounting Standards Board Codification ('ASC"), ASC 740, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities, and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income.

(c) Financial Instruments

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

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

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

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

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

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

(d) Stock-Based Compensation

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

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

(e) Loss per Share

The Company computes loss per share in accordance with ASC 260, "Earnings Per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. This guidance requires companies that have multiple classes of equity securities to use the "two-class" of "if converted method" in computing earnings per share. We compute loss per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The Company has excluded all common equivalent shares outstanding for warrants to purchase common stock from the calculation of diluted net loss per share because all such securities are anti-dilutive for the periods presented.

(f) Recent Accounting Pronouncements

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

XML

Subsequent Events (Details) (USD $)	1 Months Ended										1 Months Ended	3 Months Ended	1 Months Ended
	Mar. 01, 2014	Mar. 06, 2014	Feb. 01, 2014	Jan. 01, 2014	Jun. 01, 2013	May 01, 2013	Dec. 31, 2013	Sep. 30, 2013	May 30, 2013	Apr. 25, 2013	Aug. 17, 2013 Consulting Agreement [Member]	Dec. 31, 2013 Consulting Agreement [Member]	Apr. 30, 2014 Subsequent Event [Member]	Apr. 30, 2014 Subsequent Event [Member] Consulting Agreement [Member]
Subsequent Event [Line Items]
Issuance of common stock for services, shares		3,162,500	983,333	870,000	50,497	27,754					14,463	8,197,517	50,000	256,665
Share price	$ 0.10	$ 0.08		$ 0.05	$ 0.20	$ 0.23	$ 0.09	$ 0.05	$ 0.18	$ 0.23	$ 0.2420		$ 0.14	$ 0.15
Issuance of common stock for services	$ 66,833	$ 253,000	$ 93,500	$ 43,500	$ 10,000	$ 6,500					$ 3,500	$ 402,044	$ 7,000	$ 38,500

XML

Nature of Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2014

Nature of Operations and Basis of Presentation [Abstract]

Nature of Operations and Basis of Presentation

Note 1 - Nature of Operations and Basis of Presentation

(a) Organization

Sibling Group Holdings, Inc., referenced as the "SIBE," "Company," "we," "our," and "us" was incorporated under the laws of the State of Texas on December 28, 1988, as "Houston Produce Corporation". On June 24, 1997, the Company changed its name to "Net Masters Consultants, Inc." On November 27, 2002, the Company changed its name to "Sona Development Corporation" in an effort to restructure the business image to attract prospective business opportunities. Our name changed on May 14, 2007 to "Sibling Entertainment Group Holdings, Inc." and on August 15, 2012 the Company name was changed to "Sibling Group Holdings, Inc." Prior to December 30, 2010, our business plan called for focusing on large group sales of tickets to New York based entertainment shows.

On December 30, 2010, SIBE entered into a Securities Exchange Agreement with NEWCO4EDUCATION, LLC ("N4E"), a newly formed entity on June 10, 2010, and the members of N4E. Pursuant to the Securities Exchange Agreement, SIBE has acquired N4E in exchange for 8,839,869 shares of SIBE's newly authorized convertible series common stock. For accounting purposes, the acquisition was treated as an acquisition of SIBE by N4E and as a recapitalization of N4E's equity. N4E is the surviving and continuing entity and the historical financials following the reverse merger transaction are those of N4E. As part of the recapitalization of N4E, the equity transactions since its inception have been retroactively restated to include the equivalent shares of the Company's common stock received in the merger. Accordingly, the statement of changes in shareholders' deficit reflects the restatement of these transactions. The consolidated financial statements are based on the historical consolidated financial statements of N4E after giving effect to the reverse merger. In conjunction with the acquisition of N4E, the company issued 1,039,985 shares of our series common stock pursuant to debt conversion agreements with the holders of the Company's Series AA Debentures and related warrants.

The Company focuses on providing services and technology aimed at increasing the performance in educational settings and operates 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. The Company is considered a development stage company in accordance with ASC 915, "Development Stage Entities".

(b) Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiary, N4E, All significant intercompany transactions and balances have been eliminated.

(c) Going Concern

The financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues or completed development of any commercially acceptable products or services to date, and has incurred losses of $8,172,161 since inception, and further significant losses are expected to be incurred during the Company's development stage. The Company will depend almost exclusively on outside capital through the issuance of common shares, debentures, and other loans, and advances from related parties to finance ongoing operating losses.

The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

XML

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets
Cash	$ 1,169
Prepaid expenses	7,969	1,725
Total current assets	9,138	1,725
Intangible assets	122,000	82,000
Total assets	131,138	83,725
Current liabilities
Accounts payable	512,311	434,290
Accrued liabilities	66,167	31,358
Short-term notes payable	32,500	32,500
Total current liabilities	610,978	498,148
Stockholders' deficit
Preferred stock, no par value; 10,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	7,736,222	7,190,100
Deficit accumulated during the development stage	(8,219,973)	(7,607,724)
Total stockholders' deficit	(479,840)	(414,423)
Total liabilities and stockholders' deficit	131,138	83,725
Convertible series common stock, $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding [Member]
Stockholders' deficit
Common stock
Common stock, $0.0001 par value; 500,000,000 shares authorized; 39,114,791 and 32,002,628 issued and outstanding at March 31, 2014 and December 31, 2013 [Member]
Stockholders' deficit
Common stock	$ 3,911	$ 3,201

XML

Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) (USD $)	12 Months Ended		3 Months Ended	12 Months Ended																					3 Months Ended	12 Months Ended		3 Months Ended		12 Months Ended		3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended																										3 Months Ended
	Dec. 31, 2011 Accrued Liabilities [Member]	Dec. 31, 2011 Amounts Due to Related Parties [Member]	Mar. 31, 2014 Issuance for Cash [Member]	Dec. 31, 2011 Issuance for Cash [Member]	Dec. 31, 2013 Issuance for Prepaid Expenses [Member]	Dec. 31, 2011 Issuance for Prepaid Expenses [Member]	Dec. 31, 2013 Issuance for Liabilities to be Settled in Stock [Member]	Dec. 31, 2012 Issuance for Liabilities to be Settled in Stock [Member]	Dec. 31, 2011 Issuance for Liabilities to be Settled in Stock [Member]	Dec. 31, 2013 Issuance for Liabilities to be Settled in Stock Two [Member]	Dec. 31, 2011 Issuance for Liabilities to be Settled in Stock Two [Member]	Dec. 31, 2011 Issuance for Accrued Expenses [Member]	Dec. 31, 2013 Issuance for Settlement of Amounts Due to Related Parties [Member]	Dec. 31, 2012 Issuance for Settlement of Amounts Due to Related Parties [Member]	Dec. 31, 2011 Issuance for Settlement of Amounts Due to Related Parties [Member]	Dec. 31, 2011 Issuance for Settlement of Amounts Due to Related Parties Two [Member]	Dec. 31, 2012 Issuance for Consulting Fees [Member]	Dec. 31, 2011 Issuance for Consulting Fees [Member]	Dec. 31, 2012 Issuance for Consulting Fees Two [Member]	Dec. 31, 2012 Issuance for Consulting Fees Three [Member]	Dec. 31, 2012 Issuance For Consulting Fees Four [Member]	Dec. 31, 2013 Issuance for Accounts Payable [Member]	Dec. 31, 2012 Issuance for Accounts Payable [Member]	Dec. 31, 2011 Issuance for Accounts Payable [Member]	Mar. 31, 2014 Issuance for Directors Fees [Member]	Dec. 31, 2012 Issuance for Directors Fees [Member]	Dec. 31, 2011 Issuance for Directors Fees [Member]	Mar. 31, 2014 Issuance For Directors Fees Two [Member]	Mar. 31, 2014 Issuance for Services [Member]	Dec. 31, 2013 Issuance for Services [Member]	Dec. 31, 2011 Issuance for Services [Member]	Mar. 31, 2014 Issuance For Services Two [Member]	Dec. 31, 2013 Issuance For Services Two [Member]	Mar. 31, 2014 Issuance For Services Three [Member]	Dec. 31, 2013 Issuance For Services Three [Member]	Mar. 31, 2014 Issuance For Services Four [Member]	Dec. 31, 2013 Issuance For Services Four [Member]	Dec. 31, 2013 Issuance For Services Five [Member]	Dec. 31, 2013 Issuance For Services Six [Member]	Dec. 31, 2013 Issuance For Services Seven [Member]	Dec. 31, 2013 Issuance For Services Eight [Member]	Dec. 31, 2013 Issuance For Services Nine [Member]	Dec. 31, 2013 Issuance For Services Ten [Member]	Dec. 31, 2013 Issuance For Services Eleven [Member]	Dec. 31, 2013 Issuance For Services Twelve [Member]	Dec. 31, 2013 Issuance For Services Thirteen [Member]	Dec. 31, 2013 Issuance For Services Fourteen [Member]	Dec. 31, 2012 Stock Reacquired Occurrence One [Member]	Dec. 31, 2012 Stock Reacquired Occurrence Two [Member]	Dec. 31, 2012 Issuance in Consideration of Compensation [Member]	Dec. 31, 2012 Issuance in Consideration of Compensation Two [Member]	Dec. 31, 2013 Issuance for Accounts Payable Two [Member]	Dec. 31, 2012 Issuance for Accounts Payable Two [Member]	Dec. 31, 2013 Issuance For Accounts Payable Three [Member]	Dec. 31, 2013 Issuance For Accounts Payable Four [Member]	Dec. 31, 2013 Issuance For Accounts Payable Five [Member]	Dec. 31, 2013 Issuance For Accounts Payable Six [Member]	Dec. 31, 2013 Issuance For Accounts Payable Seven [Member]	Dec. 31, 2013 Issuance For Accrued Interest Payable [Member]	Dec. 31, 2013 Issuance For Accrued Interest Payable Two [Member]	Dec. 31, 2013 Issuance For Purchase Of Intangible Asset [Member]	Dec. 31, 2013 Issuance For Purchase Of Intangible Asset Two [Member]	Mar. 31, 2014 Issuance For Asset Acquisition [Member]	Mar. 31, 2014 Issuance For Rent [Member]
Equity Issuance By Business Purpose [Line Items]
Common stock issued, price per share			$ 0.08	$ 2.00	$ 0.057	$ 9.00	$ 0.087	$ 4.00	$ 2.00	$ 0.12	$ 5.00	$ 5.00	$ 0.05	$ 4.00	$ 5.00	$ 20.00	$ 3.00	$ 20.00	$ 0.05	$ 1.25	$ 0.64	$ 0.23	$ 0.60	$ 13.00	$ 0.10	$ 0.64	$ 13.00	$ 0.08	$ 0.05	$ 0.23	$ 20.00	$ 0.09	$ 0.20	$ 0.10	$ 0.17	$ 0.08	$ 0.24	$ 0.10	$ 0.05	$ 0.0484	$ 0.036	$ 0.08	$ 0.09	$ 0.03	$ 0.115	$ 0.057	$ 0.07	$ 4.13	$ 0.012	$ 4.13	$ 1.81	$ 0.05	$ 2.00	$ 0.135	$ 0.07	$ 0.187	$ 0.08	$ 0.087	$ 0.087	$ 0.12	$ 0.18	$ 0.24	$ 0.05	$ 0.10
Extinguishment of Debt [Line Items]
Gains (Losses) on Extinguishment of Debt	$ 16,666	$ 62,779

XML

Reverse Merger with NEWCO4EDUCATION, LLC (Details)	1 Months Ended
	Dec. 30, 2010
Series AA Debentures [Member]
Business Acquisition [Line Items]
Shares issued for debt conversion	1,039,985
Debt Resolution, LLC (DR LLC) [Member] | Series AA Debentures [Member]
Business Acquisition [Line Items]
Percentage of membership interest received	100.00%
Number of holders of debentures	43
Convertible Series Common Stock [Member]
Business Acquisition [Line Items]
Stock issued for acquisition	8,839,869

XML

Capital Stock (Reacquisition and Reissuance of Series Common Stock) (Details) (USD $)	1 Months Ended										1 Months Ended	3 Months Ended		1 Months Ended		3 Months Ended
	Mar. 06, 2014	Feb. 01, 2014	Jan. 01, 2014	Jun. 01, 2013	May 01, 2013	Mar. 01, 2014	Dec. 31, 2013	Sep. 30, 2013	May 30, 2013	Apr. 25, 2013	May 24, 2012 Series Common Stock [Member]	Mar. 31, 2012 Series Common Stock [Member]	Dec. 30, 2010 Series Common Stock [Member]	Aug. 21, 2012 Series Common Stock [Member] Employee [Member]	May 28, 2012 Series Common Stock [Member] Employee [Member]	Mar. 31, 2012 Series Common Stock [Member] Consultant One [Member]	Mar. 31, 2012 Series Common Stock [Member] Consultant Two [Member]
Stockholders Equity Note [Line Items]
Treasury stock, acquired											80,100	430,010
Share price	$ 0.08		$ 0.05	$ 0.20	$ 0.23	$ 0.10	$ 0.09	$ 0.05	$ 0.18	$ 0.23	$ 0.012	$ 0.03	$ 1.00		$ 0.012
Treasury stock											$ 145,000	$ 1,828,000
Issuance of common stock for services, shares	3,162,500	983,333	870,000	50,497	27,754							430,010				350,000	80,010
Compensation expense												1,828,000		(145,000)	145,000
Treasury stock, reissued, shares															80,100
Treasury stock, reissued price															$ 1.00
Treasury stock, reissued															$ 145,000

XML

Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended		46 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash flows from operating activities
Net loss	$ (612,249)	$ (178,803)	$ (8,172,161)
Adjustments to reconcile net less to net cash provided by (used in) operating activities
Common stock issued for consulting fees			3,146,192
Common stock issued for directors fees	126,000	120,000	1,680,700
Common stock issued for services	315,832		1,404,365
Common stock issued for rent	15,000		15,000
Loss on extinguishment of debt			108,050
Changes in operating assets and liabilities
Accounts payable	78,021	42,042	642,856
Accrued liabilities	34,809	612	191,632
Liabilities settled in stock			(5,965)
Derivative liability
Prepaid expenses	(6,244)		308,460
Due to related parties		19,000	583,440
Net cash provided by (used in) operating activities	(48,831)	2,851	(97,431)
Cash flows from investing activities
Cash flows from financing activities
Repayment of cash overdraft		(1,197)
Common stock issued for cash	50,000		60,000
Proceeds from short-term notes payable			13,500
Proceeds from notes payable			30,000
Repayments of related party notes payable			(5,000)
Capital contribution			100
Net cash provided by financing activities	50,000	(1,197)	98,600
Net change in cash	1,169	1,654	1,169
Cash, beginning of period
Cash, end of period	1,169	1,654	1,169
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for income taxes
Supplemental disclosure of non-cash operating and financing activities
Reclassification of short term note payable to accounts payable		11,000
Common stock issued for purchase of intangible asset	$ 40,000

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Preferred stock, no par value	$ 0	$ 0
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Convertible Series Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	39,114,791	32,002,628
Common stock, shares outstanding	39,114,791	32,002,628

XML

Short-Term Notes Payable (Tables)

3 Months Ended

Mar. 31, 2014

Short-Term Notes Payable [Abstract]

Schedule of Short-Term Notes Payable

Short term notes payable consists of the following:

	March 31, 2014		December 31, 2013
Short Term Note	$	2,500	$	2,500
Outstanding Debenture		30,000		30,000
Total Short Term Notes	$	32,500	$	32,500

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 15, 2014
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Entity Registrant Name	Sibling Group Holdings, Inc.
Entity Central Index Key	0001099728
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		39,421,457

XML

Nature of Operations and Basis of Presentation (Narrative) (Details) (USD $)	3 Months Ended		7 Months Ended	12 Months Ended			46 Months Ended	1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2010	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2014	Dec. 30, 2010 Series AA Debentures And Related Warrants [Member]	Dec. 30, 2010 Convertible Series Common Stock [Member]
Organization, Consolidation, and Presentation of Financial Statements [Line Items]
Stock issued for acquisition									8,839,869
Shares issued for debt conversion								1,039,985
Net loss	$ (612,249)	$ (178,803)	$ (334,430)	$ (1,175,290)	$ (3,686,838)	$ (2,363,353)	$ (8,172,161)

XML

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		46 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Operating expenses
General and administrative	$ 140,472	$ 50	$ 6,048,810
Professional fees	458,329	179,338	1,974,728
Total operating expenses	598,801	179,388	8,023,538
(Loss) from operations	(598,801)	(179,388)	(8,023,538)
Other income (expense)
Other income		1,197	1,197
Interest income (expense)	(13,448)	(612)	(41,770)
Loss on extinguishment of debt			(108,050)
Total other income (expense)	(13,448)	585	(148,623)
Net (loss)	$ (612,249)	$ (178,803)	$ (8,172,161)
Net loss per share	$ (0.02)	$ (0.01)
Weighted average shares outstanding, basic and diluted	35,369,071	18,701,070

XML

Reverse Merger with NEWCO4EDUCATION, LLC

3 Months Ended

Mar. 31, 2014

Reverse Merger with NEWCO4EDUCATION, LLC [Abstract]

Reverse Merger with NEWCO4EDUCATION, LLC

Note 5 - Reverse Merger with NEWCO4EDUCATION, LLC

On December 30, 2010, the Company, pursuant to a Securities Exchange Agreement, acquired all of the outstanding membership interests of NEWCO4EDUCATION, LLC by issuance of 8,839,869 shares of convertible series common stock. 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. 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. The Exchange

Agreement was contingent on the consummation of two other transactions, which were completed as follows:

On December 29, 2010, the Company entered into a Loan Assignment Agreement with Sibling Theatricals, Inc. ("STI") and Debt Resolution, LLC ("DR LLC"), a newly formed subsidiary of the Company. Pursuant to the Loan Assignment Agreement, the Company assigned the Loan Receivable with STI and the related accrued interest receivable and certain related liabilities underlying these theatrical assets for 1 million membership interests in DR LLC. The Company's ownership interest in DR LLC was transferred to the Series AA debenture holders the next day as part of the settlement of those debt obligations (see below). The Company effectively exited the theatricals business as a result of these transactions.

On December 30, 2010, the Company entered into Conversion Agreements with all but one of the holders of the Series AA convertible debentures held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and one-hundred percent (100%) of the membership interests of DR LLC in full settlement of their debentures, underlying warrants and accrued interest as of that date. The Conversion Agreements released all claims that 43 of the holders of the debentures had, have, or might have against the Company.

XML

Short-Term Notes Payable

3 Months Ended

Mar. 31, 2014

Short-Term Notes Payable [Abstract]

Short-Term Notes Payable

Note 4 - Short-Term Notes Payable

Short term notes payable consists of the following:

	March 31, 2014		December 31, 2013
Short Term Note	$	2,500	$	2,500
Outstanding Debenture		30,000		30,000
Total Short Term Notes	$	32,500	$	32,500

At March 31, 2014 and December 31, 2013 the Company had notes payable with a total balance of $32,500. This represents short term notes with annual interest rates ranging from 10% to 12%. At March 31, 2014 and December 31, 2013 these notes had accrued interest in the amount of $20,933 and $20,258, respectively.

On December 30, 2010, the Company entered into Conversion Agreements with all but one of the holders of the Series AA debentures previously issued by SIBE and held on that date. Pursuant to the conversion agreements, the holders accepted a total of 1,039,985 shares of convertible series common stock and one-hundred percent (100%) of the membership interests of a new, wholly-owned subsidiary of SIBE, Debt Resolution, LLC (DR LLC) in full settlement of their debentures, underlying warrants and accrued interest as of that date. The Conversion Agreements released all claims that 43 of the holders of the debentures had, have, or might have against SIBE. Following this transaction, the Company now has a debenture balance of $30,000 and accrued interest of $20,550 as of March 31, 2014, which is in default.

XML

Capital Stock (Series Common Stock) (Details) (USD $)															1 Months Ended			1 Months Ended
	Mar. 06, 2014	Mar. 01, 2014	Jan. 01, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 01, 2013	May 30, 2013	May 01, 2013	Apr. 25, 2013	Aug. 09, 2012	Dec. 30, 2010	Mar. 31, 2014 Common Stock [Member]	Dec. 31, 2013 Common Stock [Member]	Dec. 30, 2010 Common Stock [Member]	Dec. 30, 2010 Series Common Stock [Member]	May 24, 2012 Series Common Stock [Member]	Mar. 31, 2012 Series Common Stock [Member]	Dec. 30, 2010 Series Common Stock [Member] Series AA Debentures and Related Warrants [Member]
Stockholders Equity Note [Line Items]
Common stock, shares authorized										500,000,000	100,000,000	500,000,000	500,000,000	90,000,000	10,000,000
Common stock holders ownership percentage															95.00%
Stock issued for acquisition															8,839,869
Share price	$ 0.08	$ 0.10	$ 0.05	$ 0.09	$ 0.05	$ 0.20	$ 0.18	$ 0.23	$ 0.23						$ 1.00	$ 0.012	$ 0.03
Cancellation percentage for employee's terminating before December 30, 2011															67.00%
Cancellation percentage for employee's terminating between December 30, 2011 and December 31, 2012															33.34%
Shares issued for debt conversion																		1,039,985

XML

Acquisition Activity (Details) (USD $)										1 Months Ended	3 Months Ended	1 Months Ended
	Mar. 06, 2014	Mar. 01, 2014	Jan. 01, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 01, 2013	May 30, 2013	May 01, 2013	Apr. 25, 2013	Feb. 01, 2014 DWSaba Consulting, LLC [Member]	Mar. 31, 2014 DWSaba Consulting, LLC [Member]	Feb. 01, 2014 DWSaba Consulting, LLC [Member] Restricted Common Stock [Member]
Business Acquisition [Line Items]
Stock issued for acquisition										800,000		800,000
Share price	$ 0.08	$ 0.10	$ 0.05	$ 0.09	$ 0.05	$ 0.20	$ 0.18	$ 0.23	$ 0.23	$ 0.05		$ 0.10
Value of stock issued in acquisition										$ 40,000		$ 40,000
Amortization period											3 years

XML

Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 8 -Subsequent Events

During April 2014, the Company issued a total of 256,665 common shares for services in accordance with consulting agreements in effect. The shares were valued at $0.15 resulting in total expense of $38,500.

Also during April 2014, the Company issued 50,000 common shares with a market value of $0.14 per share for services resulting in total consideration of $7,000.

XML

Capital Stock

3 Months Ended

Mar. 31, 2014

Capital Stock [Abstract]

Capital Stock

Note 6 - Capital Stock

On December 30, 2010, the Board of Directors approved a new series of common stock to effect a debt settlement. As a result, the 100,000,000 authorized shares of common stock on that date, were divided into 10,000,000 shares of series common stock ("Series Common Stock") and 90,000,000 shares of common stock ("Common Stock").

Series Common Stock

Series Common Stock automatically converted into Common Stock upon a two-thirds vote by the holders of the Series Common Stock. The holders of Series Common Stock enjoyed certain anti-dilution rights whereby the holders of the Series Common Stock will always enjoy a 95% ownership of the Common Stock outstanding as if the holders of the Series Common Stock had converted their shares.

On December 30, 2010, the Company issued 8,839,869 shares of its Series Common Stock pursuant to a Securities Exchange Agreement by and among the Company, N4E, and the N4E Members. Six individual holders of the Series Common Stock entered into stock restriction agreements whereby these six individuals agreed to continue to render services to the Company for up to two years, through December 30, 2012. If an individual does not fulfill the two year term under the Stock Restriction Agreement, the Company had the right to purchase a pro-rata portion of the Series Common Stock held by that individual for $1.00. If the individual terminated his employment before December 30, 2011, then the Company had the right to repurchase, or cancel, 67% of the Series Common Stock holdings subject to the Stock Restriction Agreement. If the individual terminated his employment between December 30, 2011 and December 31, 2012, then the Company had the right to repurchase, or cancel, 33.34% of his Series Common Stock holdings. These individuals were founders of the Company and were paid separately for current services. Any changes as a result of these claw back provisions are considered to be capital and have no effect on the operations of the Company.

In connection with the acquisition of N4E, the Company issued 1,039,985 shares of its Series Common Stock pursuant to debt conversion agreements with the holders of the Company's Series AA Debentures and related warrants.

Reacquisition and Reissuance of Series Common Stock

During the three months ended March 31, 2012 the Company negotiated the return of 430,010 shares of Series Common Stock. The acquired Series Common Stock do not trade, therefore the Company valued such Series Common Stock using its comparable common stock equivalent. The trading price of the Common Stock on the date of reacquisition of the Series Common Stock was $0.03 per share. As a result, the Company recorded the fair value of the Series Common Stock to treasury stock in the approximate amount of $1,828,000.

During the three month period ended March 31, 2012, the Company issued 350,000 shares and 80,010 shares of Series Common Stock to two consultants, respectively, and recorded compensation expense of approximately $1,828,000. The compensation expense was calculated by multiplying the 430,010 shares, in the aggregate, of the Series Common Stock, on an as converted basis, by the trading price of $0.03 as of March 30, 2012. The compensation expense is reported as general and administrative expense in the statement of operations for the year ended December 31, 2012.

On May 24, 2012, the Company reacquired 80,100 shares of the Series Common Stock previously issued to a consultant during March 30, 2012. The trading price of the Common Stock on the date of reacquisition of the Series Common Stock was approximately $0.012 per share. As a result, the Company recorded the fair value of the Series Common Stock to treasury stock in the approximate amount of $145,000.

On May 28, 2012, the Company issued 80,100 shares of the previously reacquired Series Common Stock to an employee for an aggregate purchase price of $1.00. The trading price on the date of reissuance of the Company's common stock was approximately $0.012. As a result, the Company eliminated the cost of $145,000 from treasury stock and recorded the difference between the purchase price and previous acquisition cost of $145,000 as compensation expense.

On August 21, 2012, the effective date of the Series Common conversion to shares of common stock, as part of the conversion, the Company cancelled the common shares issued in conversion for the Series Common shares attributable to the May 28, 2012 transaction. As a result, the Company reversed the compensation expense in the amount of $145,000 previously recorded.

Conversion of Series Common Stock and 100:1 Reverse Split

In connection with actions taken at the Annual Shareholders Meeting on August 9, 2012, all Series Common Stock shares were converted into common stock at a ratio of 1.51 per share, when taking into effect a reverse split at a 100:1 ratio which was also approved at the meeting. All share amounts reflect the effect of the reverse split shares including those applicable to periods prior to the reverse stock split.

Common Stock

During the first quarter, 2011, the Company took steps to significantly reduce outstanding debts associated with the acquisition of N4E by issuance of the Company's common stock as follows:

On January 14, 2011, the Company entered into an agreement with Mr. Richard Smyth, pursuant to which the Company issued 24,715 shares of common stock valued at $49,430, in payment of consulting services rendered to N4E in connection with the formation and development of the strategy and business plans of N4E.

On January 14, 2011, the Company entered into an agreement with Meshugeneh LLC, pursuant to which the Company issued 42,500 shares of common stock valued at $85,000 in payment of consulting services rendered to N4E in connection with the formation and development of the strategy and business plans of N4E.

On January 14, 2011, the Company entered into an agreement with Betsey V. Peterzell, pursuant to which the Company issued 10,750 shares of common stock valued at $51,500 in payment of legal services rendered to N4E.

On January 14, 2011, the Company entered into an agreement with Michael Baybak, pursuant to which the Company issued 20,000 shares of common stock valued at $40,000 for services rendered to the Company in connection with the acquisition of N4E.

On March 1, 2011, as amended June 1, 2011, the Company entered into an agreement with Viraxid Corporation, pursuant to which the Company issued 8,333 shares of common stock valued at $41,666 for accounting and bookkeeping services rendered to N4E.

On March 1, 2011, the Company entered into an agreement with Gerald F. Sullivan, Chairman, pursuant to which the Company issued 17,000 shares of common stock valued at $85,000 for services rendered to the Company in connection with the formation and development of strategy and business plans of N4E. These were issued on March 31, 2011.

On October 24, 2011, the Company entered into an agreement with Gerald F. Sullivan, Chairman, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011.

On March 1, 2011, the Company entered into an agreement with Stephen C. Carlson, CEO, pursuant to which the Company issued 9,666 shares of common stock valued $48,334, for consulting services rendered to N4E in connection with the development of strategy and business plans of N4E and for services rendered to the Company as CEO during the first quarter of 2011. These were issued on March 31, 2011.

On October 1, 2011, the Company entered into an agreement with Stephen C. Carlson, CEO, pursuant to which the Company issued 5,967 shares of common stock valued $119,349 to convert debt for services as CEO for the period April 1, 2011 to September 30, 2011. These were issued on October 3, 2011.

On October 24, 2011, the Company entered into an agreement Stephen C. Carlson, CEO, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011.

On March 1, 2011, the Company entered into an agreement with Oswald A. Gayle, CFO, pursuant to which the Company issued 4,722 shares of common stock valued at $23,614 for services rendered to the Company as CFO during the first quarter of 2011.

On October 1, 2011, the Company entered into an agreement with Oswald A. Gayle, CFO, pursuant to which the Company issued 6,611 shares of common stock valued at $132,235 to convert debt for services as CFO for the period April 1, 2011 to September 30, 2011.

On October 24, 2011, the Company entered into an agreement Oswald A. Gayle, CFO, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011.

On October 24, 2011, the Company entered into an agreement with Dr. Amy Savage-Austin, a director, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000 as an incentive bonus. These were issued on October 24, 2011.

On October 24, 2011, the Company entered into an agreement with Dr. Gerry L. Bedore, Jr., a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $200,000 as an incentive bonus. These were issued on October 24, 2011.

On October 24, 2011, the Company entered into an agreement with Dr. Timothy G. Drake, a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $200,000 as an incentive bonus. These were issued on October 24, 2011.

On November 18, 2011, the Company entered into an agreement with Robert Copenhaver, a director, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011.

On November 18, 2011, the Company entered into an agreement with Michael Hanlon, a director, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011.

On November 18, 2011, the Company entered into an agreement with William W. Hanby, a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011.

For the period January 1, 2011 through December 31, 2011, the Company sold 5,714 shares at a price of $0.0175 per share or $10,000 in the aggregate to one accredited investor.

During the year ended December 31, 2012, the Company issued the following shares of Common Stock:

In January, 2012, the Company issued 5,328 shares of common stock valued at approximately $21,000, or $4.00 per share, to Oswald Gayle, the former CFO, in full satisfaction of all amounts owed to him for his services.  As a part of his resignation he tendered 200,000 shares of series common stock which he had acquired as a result of his position as a founding member of NEWCO4EDUCATION, LLC.

In January, 2012, the Company issued 5,576 shares of common stock valued at approximately $22,000, or $4.00 per share, to Steve Carlson, the former CEO, in partial satisfaction of amounts owed to him for his services.

In February 2012, the Company issued 10,000 shares of common stock values at $30,000, or $3.00 per share, to The Partnership of Atlanta Incorporated for consulting services.

In June 2012, the Company issued 50,000 shares of restricted common stock valued at $30,000, or $0.60 per share, to five individuals in partial satisfaction of certain amounts owed to Meshugeneh LLC for consulting services.  An additional 500,000 shares were issued in connection with this transaction in September 2012.

In August 2012, 14,947,216 shares of common stock were issued in connection with the conversion of the series common into common stock.

In September 2012, the Company rescinded the series common issued and converted into 120,055 shares of common stock to an individual in connection with compensation for services valued at $145,000.

On September 30, 2012, the Company issued 257,000 shares of common stock valued at $513,370 or $2.00 per share to Richard Smyth and Meshugeneh, LLC in satisfaction of accounts payable balances owed for services and expense advances made on behalf of the Company.

On October 3, 2012, the Company issued 500,000 shares of its common stock at a value of $0.05 per share, for a total value of $25,000, to Steeltown Consulting Group, LLC in connection with consulting services.

On October 30, 2012, the Company issued 500,000 shares of its common stock at a value of $1.25 per share for a total value of $625,000, to Ahmad Arfaania in connection with consulting services.

In December 2012, the Company issued 800,000 shares of common stock valued at $512,000 or $0.64 per share to various Board of Directors members for services. In addition the Company issued 750,000 shares of common stock valued at $480,000 or $0.64 per share to various members of the Board of Directors for services to be rendered in 2013.  The value of these shares will be expensed ratably in 2013.

In December 2012, the Company issued 200,000 shares of common stock to its Chief Executive Officer valued at $128,000 or $0.64 per share for past and future services.

In December 2012, the Company issued 80,000shares of common stock to two consultants valued at $51,200 or $0.64 per share for consulting services.

Effective August 9, 2012, the Company's stockholders approved an increase in authorized capital stock to 500 million shares.

During the year ended December 31, 2013, the Company issued the following shares of Common Stock:

On April 25, 2013, the Company issued 257,040 shares of common stock valued at $59,376 or $0.23 per share for the settlement of accounts payable.

On May 1, 2013, the Company issued 27,754 shares of common stock valued at $6,500 or $0.23 per share for consulting services.

On May 30, 2013, the Company issued 316,905 shares of common stock valued at $58,000 or $0.18 per share for the purchase of intangible assets.

On June 1, 2013, the Company issued 50,497 shares of common stock valued at $10,000 or $0.20 per share for consulting services.

On July 1, 2013, the Company issued 39,394 shares of common stock valued at $6,500 or $0.165 per share for consulting services pursuant to a Consulting Agreement.

On July 1, 2013, the Company issued 21,212 shares of common stock valued at $3,500 or $.165 per share for consulting services pursuant to a Consulting Agreement.

On August 1, 2013, the Company issued 26,860 shares of common stock valued at $6,500 or $0.2420 per share for consulting services pursuant to a Consulting Agreement.

On August 1, 2013, the Company issued 14,463 shares of common stock valued at $3,500 or $.2420 per share for consulting services pursuant to a Consulting Agreement.

On August 16, 2013, the Company issued 300,000 shares of common stock valued at $24,000 for the purchase of intangible assets pursuant to an Asset Purchase Agreement between the Company and the principals of PLC Consultants, LLC.

On August 17, 2013, the Company issued 14,463 shares of common stock valued at $3,500 or $.2420 per shares for consulting services pursuant to a Consulting Agreement.

On September 1, 2013, the Company issued 65,657 shares of common stock valued at $6,500 or $.099 per share for consulting services pursuant to a Consulting Agreement.

On September 1, 2013, the Company issued 35,354 shares of common stock valued at $3,500 or $.099 per share for consulting services pursuant to a Consulting Agreement.

On September 1, 2013, the Company issued 35,354 shares of common stock valued at $3,500 or $.099 per shares for consulting services pursuant to a Consulting Agreement.

On September 30, 2013 the Company issued 450,000 shares of common stock to Neal Sessions, valued at $.05 per share in conversion of all outstanding expenses, at an expense of $22,500 to the Company, in conjunction with his resignation from all positions with the Company.

On September 30, 2013 the Company issued 94,392 shares of common stock valued at $4,720 or $.05 as a one time bonus for work performed under a Consulting Agreement.

On September 30, 2013 the Company issued 300,183 shares of common stock valued at $15,009 or $.05 as a one time bonus for work performed under a Consulting Agreement.

On September 30, 2013 the Company issued 307,512 shares of common stock valued at $15,376 or $.05 as a one time bonus for work performed under a Consulting Agreement.

On September 30, 2013 the Company issued 50,000 shares of common stock valued at $2,500 or $.05 for the conversion of an outstanding debt.

During the fourth quarter of 2013, the Company issued 8,197,517 shares of common stock pursuant to Consulting Agreements. The stock issued was fair valued at prices ranging from $0.04 to $0.12 per share for a total fair value of $402,044.

During the fourth quarter of 2013, the Company issued 1,450,000 shares of common stock in accordance with the Company's Board of Directors' compensation policy. The shares issued were fair valued at prices ranging from $0.04 to $0.09 for a total fair value of $92,700.

During the fourth quarter of 2013, the Company issued 1,250,000 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at $0.09 per share for a total fair value of $93,702.

For the three months ended March 31, 2014, the Company issued the following shares of Common Stock:

On January 1, 2014 the Company issued a total of 870,000 share of common stock in exchange for consulting services. The shares issued were fair valued at $0.05 per share for a total fair value of $43,500.

On February 1, 2014 the Company issued a total of 800,000 shares of common stock to complete the acquisition of DWSaba Consulting LLC. The shares were issued at $0.05 per share for a total consideration of $40,000.

Also on February 1, 2014, the Company issued a total of 500,000 shares with a fair value of $0.10 per share and 483,333 shares with a fair value of $0.09 per share for total issuances of 983,333 shares carrying a total fair value of $93,500.

On March 1, 2014, the Company issued a total of 518,330 shares of common stock for services and 150,000 common shares in exchange for rent. The stock issued was fair valued at $0.10 per share for a total fair value of $ 66,833.

On March 6, 2014, the Company issued a total of 3,162,500 common shares in exchange for services and 625,000 common shares in exchange for cash. The stock carried a value of $0.08 per share resulting in a total value of services of $253,000 and total cash proceeds of $50,000.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 7 - Commitments and Contingencies

During 2013, the Company entered into seven consulting agreements where the consultants will be paid a total of $38,500 per month. All fees will be paid in common stock on the first day of each month valued at 110% of the closing share price during the final ten trading days of the previous month.

The Company has recently received regulatory approval to move forward with the acquisition of Blendedschools.net's (BSN) operating assets to BLSCH Acquisition LLC, a wholly owned subsidiary of Sibling Group Holding, Inc.  A copy of the definitive agreement is attached as an exhibit to this filing.  The Company is currently working on completing its due diligence and reviewing disclosures provided by BSN prior to closing, expected sometime during the second quarter of 2014.  In November 2013, the Company entered into a purchase agreement to acquire certain assets of Blendedschools,net  for $550,000 subject to certain deliverables from the seller and the Company.

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies [Abstract]

Use of Estimates

(a) Use of Estimates

The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

(b) Income Taxes

The Company utilizes Financial Accounting Standards Board Codification ('ASC"), ASC 740, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax bases of assets and liabilities, and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income.

Financial Instruments

(c) Financial Instruments

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

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

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

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

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

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

Stock-Based Compensation

(d) Stock-Based Compensation

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

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

Loss per Share

(e) Loss per Share

The Company computes loss per share in accordance with ASC 260, "Earnings Per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. This guidance requires companies that have multiple classes of equity securities to use the "two-class" of "if converted method" in computing earnings per share. We compute loss per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The Company has excluded all common equivalent shares outstanding for warrants to purchase common stock from the calculation of diluted net loss per share because all such securities are anti-dilutive for the periods presented.

Recent Accounting Pronouncements

(f) Recent Accounting Pronouncements

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

XML

Short-Term Notes Payable (Narrative) (Details) (USD $)	1 Months Ended
	Dec. 30, 2010	Mar. 31, 2014	Dec. 31, 2013
Short-term Debt [Line Items]
Short-term notes payable		$ 32,500	$ 32,500
Accrued interest		20,933	20,258
Maximum [Member]
Short-term Debt [Line Items]
Annual rate		12.00%
Minimum [Member]
Short-term Debt [Line Items]
Annual rate		10.00%
Series AA Debentures [Member]
Short-term Debt [Line Items]
Shares issued for debt conversion	1,039,985
Short-term notes payable		30,000	30,000
Accrued interest		$ 20,550
Series AA Debentures [Member] | Debt Resolution, LLC (DR LLC) [Member]
Short-term Debt [Line Items]
Percentage of membership interest received	100.00%
Number of holders of debentures	43

XML

Capital Stock (Common Stock) (Details) (USD $)	1 Months Ended										3 Months Ended		12 Months Ended					1 Months Ended																																			12 Months Ended	1 Months Ended			3 Months Ended	1 Months Ended												3 Months Ended			1 Months Ended				1 Months Ended
	Mar. 01, 2014	Mar. 06, 2014	Feb. 01, 2014	Jan. 01, 2014	Sep. 30, 2013	Jun. 01, 2013	May 30, 2013	Apr. 25, 2013	May 01, 2013	Sep. 30, 2012	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Aug. 09, 2012	Dec. 30, 2010	Feb. 01, 2014 DWSaba Consulting, LLC [Member]	Mar. 01, 2014 Stock Issuance Transaction One [Member]	Feb. 01, 2014 Stock Issuance Transaction One [Member]	Mar. 01, 2014 Stock Issuance Transaction Two [Member]	Feb. 01, 2014 Stock Issuance Transaction Two [Member]	Oct. 24, 2011 Gerald F. Sullivan Chairman [Member]	Mar. 01, 2011 Gerald F. Sullivan Chairman [Member]	Jan. 31, 2012 Stephen C. Carlson, former CEO [Member]	Oct. 24, 2011 Stephen C. Carlson, former CEO [Member]	Oct. 01, 2011 Stephen C. Carlson, former CEO [Member]	Mar. 01, 2011 Stephen C. Carlson, former CEO [Member]	Dec. 31, 2012 Neal Sessions [Member]	Jan. 31, 2012 Oswald Gayle, former CFO [Member]	Oct. 24, 2011 Oswald Gayle, former CFO [Member]	Oct. 01, 2011 Oswald Gayle, former CFO [Member]	Mar. 01, 2011 Oswald Gayle, former CFO [Member]	Sep. 30, 2013 Neal Sessions [Member]	Oct. 24, 2011 Dr Amy Savage Austin [Member]	Oct. 24, 2011 Dr Gerry Bedore Jr [Member]	Oct. 24, 2011 Dr Timothy Drake [Member]	Nov. 18, 2011 Robert Copenhaver [Member]	Nov. 18, 2011 Michael Hanlon [Member]	Nov. 18, 2011 William Hanby [Member]	Dec. 31, 2012 Board of Directors [Member] Stock Issuance Transaction One [Member]	Dec. 31, 2012 Board of Directors [Member] Stock Issuance Transaction Two [Member]	Feb. 29, 2012 Partnership of Atlanta Inc. [Member]	Dec. 31, 2012 Two Consultants [Member]	Oct. 03, 2012 Steeltown Consultants LLC [Member]	Sep. 30, 2012 Meshugeneh LLC. [Member]	Jan. 14, 2011 Meshugeneh LLC. [Member]	Sep. 30, 2012 Mr. Richard Smyth [Member]	Jan. 14, 2011 Mr. Richard Smyth [Member]	Jan. 14, 2011 Michael Baybak [Member]	Jan. 14, 2011 Betsey V Peterzell [Member]	Oct. 30, 2012 Ahmad Arfaania [Member]	Dec. 31, 2011 Accredited Investor [Member]	Aug. 16, 2013 PLC Consultants [Member]	Mar. 01, 2011 Viraxid Corporation [Member]	Aug. 17, 2013 Consulting Agreement [Member]	Dec. 31, 2013 Consulting Agreement [Member]	Sep. 30, 2013 Consulting Agreement [Member] Stock Issuance Transaction One [Member]	Sep. 01, 2013 Consulting Agreement [Member] Stock Issuance Transaction One [Member]	Aug. 01, 2013 Consulting Agreement [Member] Stock Issuance Transaction One [Member]	Jul. 01, 2013 Consulting Agreement [Member] Stock Issuance Transaction One [Member]	Sep. 30, 2013 Consulting Agreement [Member] Stock Issuance Transaction Two [Member]	Sep. 01, 2013 Consulting Agreement [Member] Stock Issuance Transaction Two [Member]	Aug. 01, 2013 Consulting Agreement [Member] Stock Issuance Transaction Two [Member]	Jul. 01, 2013 Consulting Agreement [Member] Stock Issuance Transaction Two [Member]	Sep. 30, 2013 Consulting Agreement [Member] Stock Issuance Transaction Three [Member]	Sep. 01, 2013 Consulting Agreement [Member] Stock Issuance Transaction Three [Member]	Dec. 31, 2013 Consulting Agreement [Member] Minimum [Member]	Dec. 31, 2013 Consulting Agreement [Member] Maximum [Member]	Dec. 31, 2013 Board of Directors' compensation policy [Member]	Dec. 31, 2013 Board of Directors' compensation policy [Member] Minimum [Member]	Dec. 31, 2013 Board of Directors' compensation policy [Member] Maximum [Member]	Aug. 31, 2012 Common Stock [Member]	Mar. 31, 2014 Common Stock [Member]	Dec. 31, 2013 Common Stock [Member]	Dec. 30, 2010 Common Stock [Member]	Feb. 01, 2014 Restricted Common Stock [Member] DWSaba Consulting, LLC [Member]	Sep. 30, 2012 Restricted Common Stock [Member] 5 Individuals of Meshugeneh LLC. [Member]	Jun. 30, 2012 Restricted Common Stock [Member] 5 Individuals of Meshugeneh LLC. [Member]
Stockholders Equity Note [Line Items]
Issuance of common stock for services, shares		3,162,500	983,333	870,000		50,497			27,754										518,330	500,000	150,000	483,333	2,000	17,000	5,576	2,000	5,967	9,666	200,000	5,328	2,000	6,611	4,722		2,000	10,000	10,000	10,000	10,000	10,000	800,000	750,000	10,000	80,000	500,000		42,500		24,715	20,000	10,750	500,000			8,333	14,463	8,197,517	94,392	65,657	26,860	39,394	300,183	35,354	14,463	21,212	307,512	35,354			1,450,000								500,000	50,000
Issuance of common stock for services	$ 66,833	$ 253,000	$ 93,500	$ 43,500		$ 10,000			$ 6,500														$ 40,000	$ 85,000	$ 22,000	$ 40,000	$ 119,349	$ 48,334	$ 128,000	$ 21,000	$ 40,000	$ 132,235	$ 23,614		$ 40,000	$ 200,000	$ 200,000	$ 130,000	$ 130,000	$ 130,000	$ 512,000	$ 480,000	$ 30,000	$ 51,200	$ 25,000		$ 85,000		$ 49,430	$ 40,000	$ 51,500	$ 625,000			$ 41,666	$ 3,500	$ 402,044	$ 4,720	$ 6,500	$ 6,500	$ 6,500	$ 15,009	$ 3,500	$ 3,500	$ 3,500	$ 15,376	$ 3,500			$ 92,700									$ 30,000
Stock issued for cash, shares		625,000																																																			5,714
Stock issued for cash		50,000									50,000				10,000																																						10,000
Share price	$ 0.10	$ 0.08		$ 0.05	$ 0.05	$ 0.20	$ 0.18	$ 0.23	$ 0.23			$ 0.09	$ 0.09					$ 0.05		$ 0.10		$ 0.09			$ 4.00				$ 0.64	$ 4.00				$ 0.05							$ 0.64	$ 0.64	$ 3.00	$ 0.64	$ 0.05	$ 2.00		$ 2.00				$ 1.25	$ 0.0175			$ 0.2420		$ 0.05	$ 0.099	$ 0.2420	$ 0.165	$ 0.05	$ 0.099	$ 0.2420	$ 0.165	$ 0.05	$ 0.099	$ 0.04	$ 0.12		$ 0.04	$ 0.09					$ 0.10		$ 0.60
Tendered shares																														200,000
Conversion of series common to common, shares																																																																									14,947,216
Cancellation of series common issued for compensation, shares										(120,055)
Cancellation of series common issued for compensation										(145,000)				(145,000)
Issuance of common stock, issuance for satisfaction of debts, shares					50,000			257,040				1,250,000																						450,000												257,000		257,000
Issuance of common stock, issuance for satisfaction of debts					2,500			59,376				93,702																						22,500												513,370		513,370
Common stock, shares authorized																500,000,000	100,000,000																																																									500,000,000	500,000,000	90,000,000
Commone stock issued for Asset Purchase Agreement, shares							316,905																																															300,000
Common stock issued for Asset Purchase Agreement							58,000				40,000		58,000																																									24,000
Stock issued for acquisition																		800,000																																																											800,000
Value of stock issued in acquisition																		$ 40,000																																																											$ 40,000

XML

Condensed Consolidated Statements of Stockholders' Deficit (USD $)	Total	Convertible Series Common Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Deficit Accumulated During the Development Stage [Member]	Treasury Stock [Member]
Balance at Jun. 09, 2010	$ 100			$ 100
Balance, shares at Jun. 09, 2010
Reverse merger recapitalization	(42,260)	988	47	4,517	(47,812)
Reverse merger recapitalization, shares		9,879,854	466,358
Net loss	(334,430)				(334,430)
Balance at Dec. 31, 2010	(376,590)	988	47	4,617	(382,242)
Balance, shares at Dec. 31, 2010		9,879,854	466,358
Common shares issued for cash	10,000		1	9,999
Common shares issued for cash, shares			5,714
Common shares issued for fees accrued during merger	40,000		2	39,998
Common shares issued for fees accrued during merger, shares			20,000
Common shares issued for prepaid expenses at $9.00 per share	225,000		3	224,997
Common shares issued for prepaid expenses at $9.00 per share, shares			25,000
Common shares issued for liabilities to be settled in stock	190,930		8	190,922
Common shares issued for liabilities to be settled in stock, shares			83,465
Common shares issued for settlement of accrued expenses at $5.00 per share (loss on extinguishment of $16,666)	41,666		1	41,665
Common shares issued for settlement of accrued expenses at $5.00 per share (loss on extinguishment of $16,666), shares			8,333
Common shares issued to settle amounts due to related parties at $5.00 per share, and $20.00 per share (loss on extinguishment of $62,779)	488,532		5	488,527
Common shares issued to settle amounts due to related parties at $5.00 per share, and $20.00 per share (loss on extinguishment of $62,779), shares			47,969
Common shares issued for consulting fees at $20.00 per share	400,000		2	399,998
Common shares issued for consulting fees at $20.00 per share, shares			20,000
Common shares issued for settlement of accounts payable at $13.00 per share	72,000			72,000
Common shares issued for settlement of accounts payable at $13.00 per share, shares			3,600
Common stock issued for Director's fees	470,000		3	469,997
Common stock issued for Director's fees, shares			34,000
Common shares issued for services at $20.00 per share	30,000			30,000
Common shares issued for services at $20.00 per share, shares			1,500
Net loss	(2,363,353)				(2,363,353)
Balance at Dec. 31, 2011	(771,815)	988	72	1,972,720	(2,745,595)
Balance, shares at Dec. 31, 2011		9,879,854	715,939
Common stock issued for settlement of notes payable to related party at $4.00 per share	22,305		1	22,304
Common stock issued for settlement of notes payable to related party at $4.00 per share, shares			5,576
Common stock issued for liabilities to be settled in stock at $4.00 per share	21,307			21,307
Common stock issued for liabilities to be settled in stock at $4.00 per share, shares			5,328
Common stock issued for consulting fees at $3.00 per share	30,000		1	29,999
Common stock issued for consulting fees at $3.00 per share, shares			10,000
Series common stock reacquired at $4.13 per share				1,828,007		(1,828,007)
Series common stock reacquired at $4.13 per share, shares		(430,000)
Series common stock issued in consideration of compensation at $4.13 per share	1,828,007					1,828,007
Series common stock issued in consideration of compensation at $4.13 per share, shares		430,000
Series common stock reacquired at $0.012 per share				145,000		(145,000)
Series common stock reacquired at $0.012 per share, shares		(80,010)
Series common stock issued in consideration of compensation at $1.81 per share	145,000	1		(1)		145,000
Series common stock issued in consideration of compensation at $1.81 per share, shares		80,010
Fractional shares and rounding	2			3	(1)
Fractional shares and rounding, shares			66
Conversion of series common to common		(989)	1,495	(506)
Conversion of series common to common, shares		(9,879,854)	14,947,216
Cancellation of series common issued for compensation	145,000		12	144,988
Cancellation of series common issued for compensation, shares			120,055
Common stock issued for settlement of accounts payable at $0.60 per share	30,000		5	29,995
Common stock issued for settlement of accounts payable at $0.60 per share, shares			50,000
Common stock issued for settlement of accounts payable at $2.00 per share	513,370		26	513,344
Common stock issued for settlement of accounts payable at $2.00 per share, shares			257,000
Common stock issued for Director's fees	512,000		155	511,845
Common stock issued for Director's fees, shares			1,550,000
Common stock issued for consulting fees at $0.05 per share	25,000		50	24,950
Common stock issued for consulting fees at $0.05 per share, shares			500,000
Common stock issued for consulting fees at $1.25 per share	625,000		50	624,950
Common stock issued for consulting fees at $1.25 per share, shares			500,000
Common stock issued for consulting fees at $0.64 per share	179,200		28	179,172
Common stock issued for consulting fees at $0.64 per share, shares			280,000
Net loss	(3,686,838)				(3,686,838)
Balance at Dec. 31, 2012	(672,462)		1,871	5,758,101	(6,432,434)
Balance, shares at Dec. 31, 2012			18,701,070
Common stock issued for prepaid expenses at $0.057 per share	1,725		3	1,722
Common stock issued for prepaid expenses at $0.057 per share, shares			30,187
Common stock issued for settlement of accounts payable at $0.23 per share	59,376		26	59,350
Common stock issued for settlement of accounts payable at $0.23 per share, shares			257,040
Common stock issued for settlement of accounts payable at $0.05 per share	2,500		5	2,495
Common stock issued for settlement of accounts payable at $0.05 per share, shares			50,000
Common stock issued for settlement of accounts payable at $0.135 per share	6,725		5	6,720
Common stock issued for settlement of accounts payable at $0.135 per share, shares			50,000
Common stock issued for settlement of accounts payable at $0.07 per share	5,202		7	5,195
Common stock issued for settlement of accounts payable at $0.07 per share, shares			74,314
Common stock issued for settlement of accounts payable at $0.187 per share	28,000		15	27,985
Common stock issued for settlement of accounts payable at $0.187 per share, shares			150,000
Common stock issued for settlement of accounts payable at $0.08 per share	40,160		50	40,110
Common stock issued for settlement of accounts payable at $0.08 per share, shares			500,000
Common stock issued for settlement of accounts payable at $0.087 per share	11,000		13	10,987
Common stock issued for settlement of accounts payable at $0.087 per share, shares			125,714
Common stock issued for settlement of accrued interest payable at $0.087 per share	1,500		2	1,498
Common stock issued for settlement of accrued interest payable at $0.087 per share, shares			17,143
Common stock issued for settlement of accrued interest payable at $0.12 per share	12,000		10	11,990
Common stock issued for settlement of accrued interest payable at $0.12 per share, shares			100,000
Common stock issued for settlement of note payable at $0.087 per share	5,000		6	4,994
Common stock issued for settlement of note payable at $0.087 per share, shares			57,143
Common stock issued for settlement of note payable at $0.12 per share	30,000		25	29,975
Common stock issued for settlement of note payable at $0.12 per share, shares			250,000
Common stock issued for settlement of related party payable at $0.05 per share	84,908		45	84,863
Common stock issued for settlement of related party payable at $0.05 per share, shares			450,000
Common stock issued for Director's fees	480,000			480,000
Common stock issued for services at $0.23 per share	6,500		3	6,497
Common stock issued for services at $0.23 per share, shares			27,754
Common stock issued for services at $0.20 per share	10,000		5	9,995
Common stock issued for services at $0.20 per share, shares			50,497
Common stock issued for services at $0.17 per share	10,000		6	9,994
Common stock issued for services at $0.17 per share, shares			60,606
Common stock issued for services at $0.24 per share	13,501		6	13,495
Common stock issued for services at $0.24 per share, shares			55,786
Common stock issued for services at $0.10 per share	13,500		14	13,486
Common stock issued for services at $0.10 per share, shares			136,365
Common stock issued for services at $0.05 per share	35,104		70	35,034
Common stock issued for services at $0.05 per share, shares			702,087
Common stock issued for services at $0.0484 per share	26,500		55	26,445
Common stock issued for services at $0.0484 per share, shares			547,521
Common stock issued for services at $0.036 per share	227,409		625	226,784
Common stock issued for services at $0.036 per share, shares			6,250,000
Common stock issued for services at $0.08 per share	20,444		25	20,419
Common stock issued for services at $0.08 per share, shares			255,556
Common stock issued for services at $0.09 per share	94,000		104	93,896
Common stock issued for services at $0.09 per share, shares			1,044,444
Common stock issued for services at $0.03 per share	3,000		10	2,990
Common stock issued for services at $0.03 per share, shares			100,000
Common stock issued for services at $0.115 per share	74,500		65	74,435
Common stock issued for services at $0.115 per share, shares			647,826
Common stock issued for services at $0.057 per share	275			275
Common stock issued for services at $0.057 per share,shares			4,813
Common stock issued for services at $0.07 per share	48,500		69	48,431
Common stock issued for services at $0.07 per share, shares			692,857
Common stock issued for purchase of asset	58,000		31	57,969
Common stock issued for purchase of asset, shares			316,905
Common stock issued for purchase of intangible asset at $0.24 per share	24,000		30	23,970
Common stock issued for purchase of intangible asset at $0.24 per share, shares			300,000
Net loss	(1,175,290)				(1,175,290)
Balance at Dec. 31, 2013	(414,423)		3,201	7,190,100	(7,607,724)
Balance, shares at Dec. 31, 2013			32,005,628
Balance at Jan. 01, 2014
Common shares issued for cash	50,000		62	49,938
Common shares issued for cash, shares			625,000
Common stock issued for Director's fees	50,000		50	49,950
Common stock issued for Director's fees, shares			500,000
Common stock issued for directors' fees at $0.08 per share	76,000		95	75,905
Common stock issued for directors' fees at $0.08 per share, shares			950,000
Common stock issued for services at $0.10 per share	51,832		51	51,781
Common stock issued for services at $0.10 per share, shares			518,330
Common stock issued for services at $0.05 per share	43,500		87	43,413
Common stock issued for services at $0.05 per share, shares			870,000
Common stock issued for services at $0.08 per share	177,000		222	176,778
Common stock issued for services at $0.08 per share, shares			2,212,500
Common stock issued for services at $0.09 per share	43,500		48	43,452
Common stock issued for services at $0.09 per share, shares			483,333
Common stock issued for purchase of asset	40,000		80	39,920
Common stock issued for purchase of asset, shares			800,000
Common stock issued for rent at $0.10 per share	15,000		15	14,985
Common stock issued for rent at $0.10 per share, shares			150,000
Net loss	(612,249)				(612,249)
Balance at Mar. 31, 2014	$ (479,840)		$ 3,911	$ 7,736,222	$ (8,219,973)
Balance, shares at Mar. 31, 2014			39,114,791

XML

Acquisition Activity

3 Months Ended

Mar. 31, 2014

Acquisition Activity [Abstract]

Acquisition Activity

Note 3 - Acquisition Activity

During 2013 we completed the acquisition of two internet properties, ClassChatter.com and ClassChatterLive.com as well as the assets and operations of PLC Consultants, LLC.  We are currently working on web site revisions for these assets, which have not yet been placed in service, and are hence not amortized during the first quarter of 2014.

On February 1, 2014, we completed the purchase of the assets of DWSaba Consulting, LLC for 800,000 shares of restricted common stock valued at $0.05 per share for total consideration of $40,000. This allowed Sibling Group Holdings access to the AcceleratingED.com website, newsletter, extensive contacts in education as well as access to the education marketing and sales tools developed by DWSaba Consulting, LLC.

Once these intangibles have been placed in service we will commence amortizing them over a three year period.

The Company continues conversations with a number of acquisition targets with the anticipation of  announcements during 2014.

XML

Commitments and Contingencies (Details) (USD $)	1 Months Ended	12 Months Ended
	Nov. 30, 2013	Dec. 31, 2013
Commitments and Contingencies [Abstract]
Monthly consulting agreement		$ 38,500
Common stock closing share price percentage		110.00%
Purchase agreement to acquire certain assets of Blendedschools,net	$ 550,000

XML

Short-Term Notes Payable (Schedule of Short-Term Notes Payable) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Short-term Debt [Line Items]
Short-term notes payable	$ 32,500	$ 32,500
Short Term Note [Member]
Short-term Debt [Line Items]
Short-term notes payable	2,500	2,500
Series AA Debentures [Member]
Short-term Debt [Line Items]
Short-term notes payable	$ 30,000	$ 30,000