Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Shenzhen City Qianhai Xinshi Education Management Co., Ltd.
  2. Issuer Name and Ticker or Trading Symbol
Sibling Group Holdings, Inc. [SIBE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ROOM 201 BLOCK A NO. 1 QIANWAN ROAD 1, QIANHAI SHENZHEN
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2015
(Street)

SHENZHEN, F4 518000
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/06/2015   X   42,857,143 A $ 0.07 85,714,286 D  
Common Stock 04/06/2015   X   30,000,000 A $ 0.084 115,286,714 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 0.07 04/06/2015   X     42,857,143 03/06/2015 03/06/2020 Common Stock 42,857,143 $ 0 0 D  
Warrants $ 0.084 04/06/2015   X     30,000,000 03/06/2015   (1) Common Stock 30,000,000 $ 0 0 (2) D  
Warrants $ 0.084 04/06/2015   P   15,000,000   04/06/2015 04/06/2020 Common Stock 15,000,000 (3) 15,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Shenzhen City Qianhai Xinshi Education Management Co., Ltd.
ROOM 201 BLOCK A NO. 1 QIANWAN ROAD 1
QIANHAI SHENZHEN
SHENZHEN, F4 518000
    X    

Signatures

 /s/ Xiaoqiong (David) Dai, Director of Reporting Person   04/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) These warrants expire one year from the effective date of the registration statement required to be filed by the issuer with respect to the securities owned by the reporting person.
(2) These warrants ("B Warrants") give the reporting person the rights to acquire (i) an additional 12,857,143 shares of the issuer's common stock and (ii) warrants to purchase up to a total of 6,428,572 remaining additional shares of common stock at any time and from time to time for a period of five years from the date of the warrants at an exercise price equal to the purchase price of the B Warrant shares calculated in accordance with the terms of the B Warrants at the time of purchase.
(3) The reporting person received these warrants upon the exercise of the B Warrants as described in note 2 for $0.084 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.