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): June 17, 2004

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

NEVADA	333-97187	72-1535634
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

900 -789 WEST PENDER STREET, VANCOUVER, B.C., CANADA	V6C 1H2
(Address of principal executive offices)	(Zip Code)

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

n/a
(Former name or former address, if changes since last report)

1

ITEM 1.     CHANGES IN CONTROL OF REGISTRANT

This item is not applicable.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

This item is not applicable.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP

This item is not applicable.

ITEM 4.     CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

Amisano Hanson, Chartered Accountants (the “New Accountant”) has been engaged as principle independent accountants for Sterling Group Ventures, Inc. (the "Company") effective June 17, 2004 and until the New Accountant chooses to resign or the Company chooses to dismiss them. Amisano Hanson, Chartered Accountants replaces Cordovano and Honeck, P.C. (the "Former Accountant") as principal independent accountants as of June 17, 2004, the date the Former Accountants were dismissed by the Company. The decision to change accountants has been approved by the Company's board of directors.

The Former Accountant's reports on the Company's consolidated financial statements for each of the past two fiscal years ended May 31, 2003 and 2002 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except as indicated in the following paragraph.

The Former Accountant's reports on the consolidated financial statements of the Company for each of the past two fiscal years ended May 31, 2003 and 2002 contained a separate paragraph stating that “the Company’s operating losses raise substantial doubt about the ability to continue as a going concern.” The Former Accountant further comments in the notes to the financial statements, that “inherent in the Company’s business are various risks and uncertainties, including its limited operating history, historical operating losses, dependence upon strategic alliances, and the historical success rate of mineral exploration.”

In connection with the audits of the two most recent fiscal years ended May 31, 2003 and 2002 and through the subsequent interim period ending June 17, 2004, there were no disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such years.

In connection with the audits of the two most recent fiscal years ended May 31, 2003 and 2002 and through the subsequent interim period ending June 17, 2004, there have been no reportable events as defined in paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K.

2

The Company has provided the Former Accountant with a copy of the foregoing disclosures and has requested in writing that the Former Accountant furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. A copy of such letter has been filed as an exhibit to this report in accordance with Item 601 of Regulation S-K.

The Company has not consulted the New Accountants on the application of accounting principles to a specific completed or contemplated transaction, or on the type of audit opinion that might be rendered on the Company’s financial statements, and neither written nor oral advice has been provided by the New Accountants that was an important factor considered by the Company in reaching any decision as to accounting, auditing or financial reporting issues.

The Company has requested the New Accountants review the foregoing disclosure and has provided the accountant the opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company’s view, or the respects in which it does not agree with the statements made in response to this item. A copy of such letter has been filed as an exhibit to this report in accordance with Item 601 of Regulation S-K.

ITEM 5.     OTHER EVENTS AND REGULATION FD DISCLOSURE

This item is not applicable.

ITEM 6.     RESIGNATIONS OF REGISTRANT’S DIRECTORS

This item is not applicable.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
16.1	Letter from Cordovano and Honeck, P.C. regarding the change in the Company’s Certifying Accountant.
16.2(1)	Letter from Amisano Hanson, Chartered Accountants regarding the change in the Company’s Certifying Accountant.

(1) Previously filed as an Exhibit to the Company’s Form 8-K as filed on June 18, 2004.

ITEM 8.     CHANGE IN FISCAL YEAR

This item is not applicable.

ITEM 9.     REGULATION FD DISCLOSURE

This item is not applicable.

3

ITEM 10.     AMENDMENTS TO THE REGISTRAN’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS

This item is not applicable.

ITEM 11.     TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLAN

This item is not applicable.

ITEM 12.     RESULTS OF OPERATIONS OR FINANCIAL CONDITION

This item is not applicable.

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 hereunto duly authorized.

	STERLING GROUP VENTURES, INC.
Date: June 22, 2004	By:	/s/ Richard Shao
		Richard Shao
		President

EX-16.1

Exhibit 16.1

CORDOVANO AND HONECK, P.C.
Certified Public Accountants
201 Steele Street
Suite 300
Denver, Colorado 80206
(303) 329-0220 Phone
(303) 316-7493

June 22, 2004

United States Securities and Exchange Commission
450 Fifth Street, NY
Washington, DC 20549

Re: Sterling Group Ventures, Inc.

Ladies and Gentlemen:

We were previously the principal accountants for Sterling Group Ventures, Inc. and we reported on the financial statements of Sterling Group Ventures, Inc. as of May 31, 2003 and 2002, and for the years then ended. One June 17, 2004, our appointment as principal accountants was terminated. We have read the statements made by Sterling Group Ventures, Inc. under Item 4 of its Form 8-K/A, dated June 22, 2004, and we agree with the statements concerning our firm in the Form 8-K/A.

Sincerely,

/s/ Cordovano and Honeck, P.C.

Cordovano and Honeck, P.C.