SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shenzhen City Qianhai Xinshi Education Management Co., Ltd.

(Last)

(First)

(Middle)

ROOM 201 BLOCK A NO. 1 QIANWAN ROAD 1

QIANHAI SHENZHEN

(Street)

SHENZHEN

518000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2015

3. Issuer Name and Ticker or Trading Symbol
Sibling Group Holdings, Inc. [ SIBE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	42,857,143	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant	03/06/2015	03/06/2020	Common Stock	42,857,143	$0.07	D
Warrant	03/06/2015	⁽¹⁾	Common Stock⁽²⁾	⁽²⁾	⁽³⁾	D

Explanation of Responses:

1. The warrant expires one year from the effective date of the registration statement required to be filed by the issuer with respect to the securities reported on this Form 3.

2. The warrant ("Warrant B") gives the reporting person the right to acquire (i) 42,857,143 shares of the issuer's common stock and (ii) a warrant to purchase up to a total of 21,428,571 additional shares of common stock at any time and from time to time for a period of five years from the date of the warrant at an exercise price equal to the purchase price of the Warrant B shares as reported in footnote (3) herein.

3. The exercise price of the warrant is the five-day volume weighted average price immediately preceding the exercise date.

Remarks:

	/s/ Xiaoqiong (David) Dai, Director of Reporting Person	03/16/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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