8-K/A

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

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2004

STERLING GROUP VENTURES, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

333-97187	72-1535634
(Commission File Number)	(IRS Employer Identification No.)

SUITE 900, 789 WEST PENDER STREET
VANCOUVER, BRITISH COLUMBIA	V6C 1H2
(principal executive offices)	(Zip Code)

(604) 893-8891
(Registrant's telephone number, including area code)

12880 Railway Avenue, Unit 35, Richmond, British Columbia, Canada V7E 6G4
(Former name or former address if changed since last report)

ITEM 1. CHANGES IN CONTROL OF REGISTRANT

     On January 20, 2004, as a direct result of the transaction referred to in Item 2 hereof, Raoul Tsakok, and Richard Shao, stockholders of Micro Express Ltd., a British Virgin Islands corporation ("Micro"), became "control persons" of the Registrant as that term is defined in the Securities Act of 1933, as amended.

     The status of Messrs. Tsakok, and Shao as control persons arose from the issuance of 19,000,000 shares of the Registrant's common stock (approximately 52.25 percent of the total issued and outstanding shares) out of a total of 25,000,000 shares of common stock that were issued to the stockholders of Micro (two of whom were Messrs. Tsakok, and Shao) in exchange for all of the stockholders' shares of the Micro common stock. As a result of the exchange, Micro became a wholly-owned subsidiary of the Registrant.

     Additionally, on January 20, 2004, Mr. James M. Hutchinson, the Secretary, Treasurer, Chief Financial Officer and Director of the Registrant resigned all of his positions as an officer and director of the Registrant, and Mr. Brian C. Doutaz, resigned as President and Chief Executive Officer, but retained his position as a director.

     On January 20, 2004, Raoul Tsakok was appointed as a director and assumed the position of Chairman, Richard Shao was appointed as director and President, and Patrick Chan was appointed as director. The three were appointed as directors until the next Annual General Meeting or until their successors are duly appointed or elected.

     The following sets forth certain information concerning each of the Registrant's new directors and executive officers:

     Mr. Raoul N. Tsakok, Chairman. Mr. Tsakok has worked in the Investment Management business for over 30 years. He has been chairman of Sagit Investment Management Ltd since 1987. He has been Chairman of Richco Investors Inc. for almost 10 years. He holds an MBA degree and is a Chartered Financial Analyst (CFA).

     Mr. Xuxin (Richard) Shao, President and Director. Mr. Shao was born and educated in China. He received his degrees from engineering schools in China, specializing in mineral processing. Between his Bachelor and Ph.D. degrees, he held a research engineer position with the Chemical Mines Design and Research Institute of the Ministry of Chemical Industry in Lianyun Harbour, Jiangsu, China. During his graduate studies at the China University of Mining and Technology, he conducted research on phosphate flotation using interfacial, colloidal and solution chemical theories and authored and coauthored more than 50 research reports and publications on this and other related subjects. After receiving his Ph.D. in 1990 from China University of Mining and Technology, Mr. Shao taught as an associate Professor and was acting Department Head in Mineral Processing at the China University of Mining and Technology for six years.

     In 1996, Mr. Shao accepted a position as Research Scientist for the Center for Applied Energy Research at the University of Kentucky in cooperation with the Department of Energy of the US Federal Government. Since 1998, Dr. Shao has worked as an advisor to a number of companies in the evaluation and processing of minerals in North America and China.

     Patrick P. L. Chan B.Comm, C.A. FHKSA, Director. Patrick was born in Hong Kong and graduated from McGill University in Montreal, Quebec in 1977 with a Bachelor of Commerce degree in accounting and finance. He has more than 25 years of accounting and corporate finance experience in both North America and in Asia.

     He was the partner in charge of Coopers and Lybrand Mergers and Acquisitions Group ( now PriceWaterhouse Coopers) and left his practice in Toronto, Canada in 1993 to pursue operational and merchant banking opportunities in Asia and in The Peoples' Republic of China.

     Aside from being a senior member of Coopers and Lybrand, he was also the chief operating officer of an Asia-based public multi-national in consumer products. At present, Patrick is a senior member of the management team of a premier PRC beverage and consumer products company.

Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of January 20, 2004, information concerning ownership of the Registrant's securities by:

- - Each person who owns beneficially more than five percent of the outstanding shares of the Registrant's common stock;

- - Each director;

- - Each named executive officer; and

- - All directors and officers as a group.

SHARES BENEFICIALLY OWNED (2)

NAME OF BENEFICIAL OWNER (1)	NUMBER	PERCENT
Raoul Tsakok	15,000,000	41.25%
Richard Shao	4,000,000	11.00%
Patrick Chan	0	0%
Brian Doutaz	5,000000	13.75%
All directors and executive officers as a group	24,000,000	66.00%

(1)

Unless otherwise indicated, the address for each of these stockholders is c/o Sterling Group Ventures, Inc., Suite 900 – 789 West Pender Street, Vancouver, BC V6C 1H2. Please see Item 5 of this Current Report for information regarding address change. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to the shares of the Registrant's common stock which he or she beneficially owns.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this Current Report, there were issued and outstanding 36,360,000 shares of the Registrant's common stock.

     There are no arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant.

     There are no arrangements or understandings among members of both the former and the new control groups and their associates with respect to election of directors or other matters.

     The foregoing description of the transactions is qualified in its entirety to the information contained in Item 2 of this Current Report and the full text of the Acquisition Agreement, filed as an exhibit to this Current Report.

ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.

     On January 20, 2004 the Registrant completed the acquisition of all of the issued and outstanding shares of Micro pursuant to an Acquisition Agreement, filed as an exhibit to this Current Report. Pursuant to the transaction, the Registrant issued an aggregate of 25,000,000 shares of the Registrant’s common stock to the stockholders of Micro in exchange for 100% of the shares of Micro common stock. A majority of the shares were issued to Raoul Tsakok (15,000,000 shares), and Richard Shao (4,000,000 shares).

     Micro is a private company which is a party to an agreement with Sichuan Province Mining Ltd, which is 40% held by the Bureau of Sichuan Geology and Resources of the Sichuan Government. Under the terms of the agreement, Micro has the right to acquire at least 75% of the shares of a co-operative joint venture company to be formed and which will hold the necessary mining licenses (5). The business of the joint venture company is to develop the Jiajika spodumene property for the extraction of lithium, lithium salts, and other minerals. The initial capacity of the company is 900,000 tonnes/annum. The spodumene concentrate expected to be produced is 176,000 tonnes/annum and tantalum concentrate is 166 tonnes/annum. The total investment required is estimated at 238 million Chinese Yuan. The initial registered capital is 83 million Chinese Yuan, 35% of the total investment. Sichuan Mining Ltd. will contribute 21 million Chinese Yuan including the mining permits to hold 25% of the JV company. Micro will contribute 62 million Chinese Yuan to hold 75% of the JV company.

     Micro has also signed a letter of intent with Hunan Daoxian County Local Government to develop the lithium/rubidium mine in Daoxian, Hunan Province. The Hunan County will contribute a mining license and earn 10% of the 30 year mining joint venture to be formed. Micro will earn 90% by developing and putting the lithium mine into production.

     The foregoing description of the transactions is qualified in its entirety to the full text of the Capital Stock Exchange Agreement and the Stock Purchase Agreement, filed as exhibits to this Current Report.

      On December 28, 2003, a second letter of intent was signed with Lushi Guanpo Minerals Development Ltd. (“Lushi of Henan Province of China) to earn more than 90% of the project by taking the project into the production. The property is estimated to contain 200,000 tonnes of Li2O with grading 1%. The concession is about 100 square km and has a large potential to increase the resources of lithium. The property has excellent infrastructure. The elevation of the property is about 800 meters above sea level. The landform is flat and the property can be mined year round. Currently, Lushi holds three mining permits and has approvals from the Henan provincial government and central government of China.

ITEM 5. OTHER EVENTS.

     As of January 20, 2004, the Registrant changed its address. The Registrant's new address is Suite 900 – 789 Pender Street, Vancouver, BC V6C 1H2. The Registrant's new telephone number is (604) 893-8891 .

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired. Financial statements for Micro Express Ltd. for November 30, 2003 (Unaudited), May 31, 2003 and 2002 can be found in exhibit 99.1.

(b)	Pro forma financial information. Pro forma financial statements can be found in exhibit 99.2.
(c)	Exhibits. The following exhibits are filed herewith:

EXHIBIT NO.	IDENTIFICATION OF EXHIBIT
10.1	Acquisition Agreement between the Registrant and Micro Express Ltd., dated January 20, 2004. (Incorporated herein by reference to the registrant’s report on Form 8-K, as filed with the Commission on January 29, 2004.)
99.1	Press Release, dated January 22, 2004. (Incorporated herein by reference to the registrant’s report on Form 8-K, as filed with the Commission on January 29, 2004.)
99.2	Financial Statements for Micro Express Ltd. for November 30, 2003 (Unaudited), May 31, 2003 and 2002
99.3	Pro Forma Consolidated Financial Statements

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2004 .

STERLING GROUP VENTURES, INC.

/s/ Richard Shao
Richard Shao, President

EX-99.2

MICRO EXPRESS LTD.

(A Pre-exploration Stage Company)

FINANCIAL STATEMENTS

November 30, 2003 (Unaudited), May 31, 2003 and 2002

(Stated in US Dollars)

TERRY AMISANO LTD.	AMISANO HANSON
	CHARTERED ACCOUNTANTS and
KEVIN HANSON, CA, CPA (Nevada)	CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITORS' REPORT

To the Stockholders,
Micro Express Ltd.
(A Pre-exploration Stage Company)

We have audited the accompanying balance sheets of Micro Express Ltd. (A Pre-exploration Stage Company) as of May 31, 2003 and 2002 and the related statements of operations, stockholders' deficiency and cash flows for the years ended May 31, 2003 and 2002 and for the period July 27, 1994 (Date of Incorporation) to May 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Micro Express Ltd. as of May 31, 2003 and 2002 and the results of its operations and its cash flows for the years ended May 31, 2003 and 2002 and for the period from July 27, 1994 (Date of Incorporation) to May 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the pre-exploration stage, and has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	“Amisano Hanson”
March 24, 2004	CHARTERED ACCOUNTANTS and
	CERTIFIED PUBLIC ACCOUNTANT (NEVADA)

750 WEST PENDER STREET, SUITE 604	TELEPHONE:    604-689-0188
VANCOUVER CANADA	FACSIMILE:    604-689-9773
V6C 2T7	E-MAIL: amishan@telus.net

MICRO EXPRESS LTD.
(A Pre-exploration Stage Company)
BALANCE SHEETS
November 30, 2003 (Unaudited), May 31, 2003 and 2002
(Stated in US Dollars)

LIABILITIES
		(Unaudited)
		November 30,			May 31,			May 31,
		2003			2003			2002
Current
Accounts payable and accrued liabilities	$	11,300		$	9,240		$	7,880
STOCKHOLDERS’ DEFICIENCY
Common stock
50,000 shares authorized, $1.00 par value
Shares issued and outstanding: 1		1			1			1
Additional paid in capital		1,881			1,881			1,881
Deficit accumulated during the pre-exploration stage		(13,182	)		(1,122	)		(9,762	)
		(11,300	)		(9,240	)		(7,880	)
	$	-		$	-		$	-
Nature and Continuance of Operations – Note 1
Commitments – Note 3 and 4
Subsequent Events – Note 4

SEE ACCOMPANYING NOTES

MICRO EXPRESS LTD.
(A Pre-exploration Stage Company)
STATEMENTS OF OPERATIONS
for the six months ended November 30, 2003 (Unaudited), for the years ended May 31, 2003 and
2002 and for the period July 27, 1994 (Date of Incorporation) to November 30, 2003
(Stated in US Dollars)

		(Unaudited)									July 27, 1994
		Six months									(Date of Incor-
		ended			Year ended			Year ended			poration) to
		November 30,			May 31,			May 31,			November 30,
		2003			2003			2002			2003
Expenses
Accounting and audit fees	$	500		$	500		$	1,000		$	2,000
Filing fees		1,560			860			860			11,182
Net loss for the period	$	(2,060	)	$	(1,360	)	$	(1,860	)	$	(13,182	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares
outstanding		-			-			-

SEE ACCOMPANYING NOTES

MICRO EXPRESS LTD.
(A Pre-exploration Stage Company)
STATEMENTS OF CASH FLOWS
for the six months ended November 30, 2003, (Unaudited), for the years ended May 31, 2003 and
2002 and for the period July 27, 1994 (Date of Incorporation) to November 30, 2003
(Stated in US Dollars)

		(Unaudited)									July 27, 1994
		Six months									(Date of Incor-
		ended			Year ended			Year ended			poration) to
		November 30,			May 31,			May 31,			November 30,
		2003			2003			2002			2003
Operating Activities
Net loss for the period	$	(2,060	)	$	(1,360	)	$	(1,860	)	$	(13,182	)
Changes in liabilities
Increase in accounts payable and
accrued liabilities		2,060			1,360			1,860			11,300
		-			-			-			(1,882	)
Financing Activities
Common stock		-			-			-			1
Amounts contributed by director		-			-			-			1,881
		-			-			-			1,882
Cash and cash equivalents, beginning
and end of period	$	-		$	-		$	-		$	-
Supplementary disclosure of cash
flow information:
Cash paid for:
Interest	$	-		$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-		$	-

SEE ACCOMPANYING NOTES

MICRO EXPRESS LTD.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS’ DEFICIENCY
for the period July 27, 1994 (Date of Incorporation) to May 31, 2003
and November 30, 2003 (Unaudited)
(Stated in US Dollars)

							Deficit
							Accumulated
					Additional		During the Pre-
	Common Shares				Paid-in		exploration
	Number		Par Value		Capital		Stage			Total
Balance, July 27, 1994
(Date of Incorporation)	-	$	-	$	-	$	-		$	-
Common stock	1		1		-		-			1
Amount contributed by
director	-		-		1,881		-			1,881
Net loss for the periods	-		-		-		(7,902	)		(7,902	)
Balance, May 31, 2001	1		1		1,881		(7,902	)		(6,020	)
Net loss for the year	-		-		-		(1,860	)		(1,860	)
Balance, May 31, 2002	1		1		1,881		(9,762	)		(7,880	)
Net loss for the year	-		-		-		(1,360	)		(1,360	)
Balance, May 31, 2003	1		1		1,881		(11,122	)		(9,240	)
Net loss for the period
(Unaudited)	-		-		-		(2,060	)		(2,060	)
Balance, November 30, 2003
(Unaudited)	1	$	1	$	1,881	$	(13,182	)	$	(11,300	)

SEE ACCOMPANYING NOTES

MICRO EXPRESS LTD.
(A Pre-exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2003 (Unaudited), May 31, 2003 and 2002
(Stated in US Dollars)

Note 1

Nature and Continuance of Operations The Company is in the pre-exploration stage. The Company has entered into several agreements to develop industrial mineral properties in China (Notes 3 and 4). Development of these properties by the Company has not yet commenced. Micro Express Ltd. (the “Company”) was incorporated under the British Virgin Islands International Business Companies Act on July 27, 1994 under the name of Heseltine Company Limited. The Company changed its name to Micro Express Ltd. on December 28, 1994. Since the date of incorporation, the Company has been inactive, other than annual registration fees. These financial statements have been prepared on a going concern basis. The Company has a working capital deficiency as at November 30, 2003 (unaudited) of $11,300, and has accumulated a deficit of $13,182 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Note 2

Summary of Significant Accounting Policies The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: Development Stage Company The Company complies with Financial Accounting Standard Board Statement No. 7 and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage.

MICRO EXPRESS LTD.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
November 30, 2003 (Unaudited), May 31, 2003 and 2002
(Stated in US Dollars) – Page 2

Note 2 Summary of Significant Accounting Policies Income Taxes The Company follows Statement of Financial Accounting Standard, No. 109, “Accounting for Income Taxes” (“FAS 109”) which requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company is registered under the International Business Companies Act of the British Virgin Islands (“BVI”) and is therefore exempt from BVI income tax. Basic Loss Per Share The Company reports basic loss per share in accordance with Statement of Financial Accounting Standards (“FAS”) No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the years. Diluted loss per share has not been provided as it would be antidilutive. Foreign Currency Translation Foreign currency transactions are translated into U.S. dollars, the functional and reporting currency, by the use of the exchange rate in effect at then date of the transaction, in accordance with FAS No. 52, “Foreign Currency Translation”. At each balance sheet date, recorded balances that are denominated in a currency other than U.S. dollars are adjusted to reflect the current exchange rate. Fair Value of Financial Instruments The carrying value of accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. New Accounting Standards Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.

MICRO EXPRESS LTD.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
November 30, 2003 (Unaudited), May 31, 2003 and 2002
(Stated in US Dollars) – Page 3

Note 3	Commitments Jiajika Spodumene Joint Venture On September 10, 2003, the Company entered into an agreement to acquire at least 75% of the shares of a 30-year mining joint venture company, which will hold the mining licenses to develop the Jiajika spodumene property located in Sichuan Province of China for the extraction of lithium and lithium salts. The Company is required to contribute an estimated $62,000,000 Chinese Yuan (US$7,500,000) to earn its 75% interest. No funds have as yet been paid. Daoxian Lithium Joint Venture On November 15, 2003, the Company entered into a Letter of Intent to earn a 90% interest in a 30-year mining joint venture company, which will hold the rights to develop the Daoxian lithium–rubidium property located in Henan Province of China. The Company shall contribute the total investment in the project. The amount of this investment will be determined by a pre-feasibility study. No funds have as yet been paid. The Company has agreed to sign a formal joint venture agreement within 90 days.
Note 4	Subsequent Events
	i)	On December 28, 2003, the Company entered into a Letter of Intent to earn between 90%-92% in a 30-year mining joint venture, which will hold the rights to develop the Lushi spodumene property located in Henan Province, China. The Company shall contribute the total investment in the project. The amount of this investment will be determined by a pre-feasibility study. The Company and the other venturer have agreed to sign a formal contract before July 2004; and
	ii)	By an agreement dated effective January 20, 2004, the sole shareholder of the Company agreed to sell 100% of his shares of the Company to Sterling Group Ventures Inc. (“Sterling”) for 25,000,000 shares of Sterling. The shareholder of the Company will have received 69% of the issued and outstanding shares of Sterling. This transaction will be accounted for as a reverse acquisition.

EX-99.3

STERLING GROUP VENTURES, INC.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2003

(Stated in US Dollars)

(Unaudited)

STERLING GROUP VENTURES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
November 30, 2003
(Stated in US Dollars)
(Unaudited)

							(Note 2)				Pro Forma
		Sterling Group			Micro		Pro Forma				Consolidated
ASSETS		Ventures, Inc.			Express Ltd.		Adjustments			Notes	Balance
Current
Cash	$	5,709		$	-		$	-			$	5,709
Total current assets	$	5,709		$	-		$	-			$	5,709
LIABILITIES
Current
Accounts payable and accrued
liabilities	$	800		$	11,300		$	-			$	12,100
Total current liabilities		800			11,300			-				12,100
STOCKHOLDER’S DEFICIENCY
Common stock		11,360			1			4,909		(3) (4)		4,910
								(11,360	)
Paid-in capital		71,040			1,881			(71,040	)	(3) (4)		1,881
Cumulative translation
adjustment		(583	)		-			(583	)	(3) (4)		-
Deficit		(76,908	)		(13,182	)		(76,908	)	(3) (4)		(13,182	)
		4,909			(11,300	)		-				(6,391	)
	$	5,709		$	-		$	-			$	5,709

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the six months ended November 30, 2003
(Stated in US Dollars)
(Unaudited)

								Pro forma
		Sterling Group			Micro			Consolidated
		Ventures, Inc.			Express Ltd.			Total
Expenses
Administrative expenses	$	17,007		$	2,060		$	19,067
Resource property costs		29,528			-			29,528
Net loss for the period	$	(46,535	)	$	(2,060	)	$	(48,595	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
– basic and diluted		10,688,095			-			35,688,095

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the year ended May 31, 2003
(Stated in US Dollars)

(Unaudited)

								Pro forma
		Sterling Group			Mirco			Consolidated
		Ventures, Inc.			Express Ltd.			Total
Expenses
Administrative expenses	$	22,310		$	1,360		$	23,670
Net loss for the year	$	(22,310	)	$	(1,360	)	$	(23,670	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
– basic and diluted		10,300,000			-			35,300,000

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES, INC.
NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2003
(Stated in US Dollars)
(Unaudited)

Note 1	Basis of Presentation The accompanying unaudited pro forma consolidated balance sheet and unaudited consolidated statements of operations give effect to the acquisition of Micro Express Ltd. (“Micro”) by Sterling Group Ventures, Inc. (“Sterling”) on January 20, 2004. The unaudited pro forma consolidated financial statements of Sterling included herein have been prepared by management of Sterling in accordance with the accounting principles generally accepted in the United States of America. They have been prepared from information derived from the November 30, 2003 (unaudited) and May 31, 2003 (audited) financial statements of Sterling and the November 30, 2003 (unaudited) and May 31, 2003 (audited) financial statements of Micro, together with other information available to the corporations. In the opinion of management of Sterling, these unaudited pro forma consolidated financial statements include all adjustments necessary for fair presentation of the acquisition of Micro by Sterling as described below. The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of Sterling and Micro referred to above and included elsewhere in this 8-K. The Sterling unaudited pro forma consolidated balance sheet gives effect to the acquisition of Micro as if it had occurred on November 30, 2003. The unaudited pro forma consolidated statements of operations gives effect to the acquisition of Micro as if it had occurred at the start of the fiscal periods beginning on June 1, 2002 for Sterling and Micro. These unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations, which would have resulted if the combination and related transactions had actually occurred on those dates.
Note 2	Micro Express Ltd. Micro is a British Virgin Island company and operates primarily in Canada and the Peoples Republic of China. The financial statements of Micro were prepared in accordance with generally accepted accounting principles in the United States of America.
Note 3	Acquisition of Micro Express ltd. On January 20, 2004, Sterling, entered into an acquisition agreement with Micro whereby Sterling issued 25,000,000 of its common shares in exchange for all the issued and outstanding shares of Micro. The business combination will be accounted for as a reverse acquisition, with Micro being treated as the accounting acquirer. The carrying values of the assets and liabilities of Sterling as presented in the November 30, 2003 historical financial statements approximate their fair values.

Sterling Group Ventures, Inc.
Notes to the Pro Forma Consolidated Financial Statements
November 30, 2003
(Stated in US Dollars)
(Unaudited) – Page 2

Note 3	Acquisition of Micro Express Ltd. – (cont’d)
	The net assets of Sterling acquired are as follows:
	Cash	$	5,709
	Liabilities		(800	)
		$	4,909
	Deemed Consideration
	11,360,000 common shares of Sterling prior to the
	acquisition of Micro	$	4,909
Note 4	Share Capital

						Additional
	Common shares					Paid-in
	Number			Par value		Capital
Balance, November 30, 2003	1		$	1	$	1,881
Micro common shares prior to
acquisition	(1	)		-		-
Outstanding common shares of Sterling
prior to acquisition	11,360,000			4,909		-
Issued pursuant to acquisition agreement	25,000,000			-		-
Pro forma, November 30, 2003	36,360,000		$	4,910	$	1,881

 

Note 5 Pro-forma Loss Per Share Pro-forma loss per share has been calculated using the historical weighted average number of shares previously reported and amended as if the pro-forma common shares of Sterling issued pursuant to the acquisition have been outstanding since the beginning of the periods.