10QSB

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

FORM 10-QSB

Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Act Of 1934

For the quarterly period ended AUGUST 31, 2004

Commission file number: 333-97187

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

Nevada	72-1535634
(State or other jurisdiction of	(IRS Employee Identification No.)
incorporation or organization)

Suite 900 - 789 West Pender Street, Vancouver, B.C. V6C 1H2
(Address of principal executive offices)

(604) 893-8891
(Issuer's telephone number)

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 and 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.

Yes x          No ¨

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Common Stock, $0.001 par value	40,128,500
(Class)	(Outstanding as of October 12, 2004)

Transitional Small Business Disclosure Format (Check one):    Yes ¨          No x

STERLING GROUP VENTURES, INC.
Form 10-QSB
Index

			Page
Part I - FINANCIAL INFORMATION			3
Item 1.	Financial Statements (Unaudited)		3
		Interim Consolidated Balance Sheets of Sterling Group Ventures, Inc. at August 31, 2004 and May 31, 2004	F-1
		Interim Consolidated Statements of Operations for the three months ended August 31, 2004 and August 31, 2003 and for the Period July 27, 1994 (Date of Incorporation) to August 31, 2004	F-2
		Interim Consolidated Statements of Cash Flows for the three months ended August 31, 2004 and August 31, 2003 and for the Period July 27, 1994 (Date of Incorporation) to August 31, 2004	F-3 - F-4
		Interim Consolidated Statements of Stockholders' Equity (Deficiency) for the period July 27, 1994 (Date of Incorporation) to August 31, 2004	F-5 - F-6
		Notes to the Interim Consolidated Financial Statements	F-7 - F-9
Item 2.	Management's Discussion and Analysis or Plan of Operation		4
Item 3.	Controls and Procedures		8
Part II - OTHER INFORMATION			8
Item 1.	Legal Proceedings		8
Item 2.	Unregistered Sales of Equity Securities and Use of proceeds		8
Item 3.	Defaults Upon Senior Securities		9
Item 4.	Submission of Matters to a Vote of Security Holders		9
Item 5.	Other Information		9
Item 6.	Exhibits		10
Signatures			11

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

3

STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
INTERIM CONSOLIDATED BALANCE SHEETS
August 31, 2004 and May 31, 2004
(Stated in US Dollars)
(Unaudited)

		August 31,			May 31,
ASSETS		2004			2004
Current
Cash and cash equivalents	$	1,444,579		$	634,207
Amount receivable – Note 4		443			5,837
		1,445,022			640,044
Advance on investment – Note 3		-			150,000
Capital assets		3,216			-
	$	1,448,238		$	790,044
LIABILITIES
Current
Accounts payable and accrued liabilities	$	36,900		$	75,196
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value
500,000,000 shares authorized,
40,128,500 outstanding (May 31, 2004: 38,126,000
outstanding) – Note 5		40,129			38,126
Additional paid in capital		2,160,520			1,215,873
Share purchase warrants		28,350			-
Accumulated other comprehensive loss		(583	)		(583	)
Deficit accumulated during the exploration stage		(817,078	)		(538,568	)
		1,411,338			714,848
	$	1,448,238		$	790,044

F-1

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
 INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months ended August 31, 2004 and 2003 and
for the period July 27, 1994 (Date of Incorporation) to August 31, 2004
(Stated in US Dollars)
(Unaudited)

							July 27, 1994
							(Date of Incor-
		Three months ended					poration) to
		August 31,					August 31,
		2004			2003		2004
Revenue
Interest income	$	1,485		$	-		$	2,061
Expenses
Accounting, audit and legal fees		4,235			250			34,121
Amortization		292			-			292
Bank charges		135			-			285
Consulting fees – Note 4		37,253			-			88,383
Filing fees and transfer agent		2,498			780			20,872
General and administrative fees		4,946			-			10,569
Permit and exploration costs – Note 3		217,521			-			217,521
Printing and mailing		2,179			-			11,750
Stock-based compensation		-			-			368,641
Travel and entertainment		10,936			-			66,705
		279,995			1,030			819,139
Net loss for the period	$	(278,510	)	$	(1,030	)	$	(817,078	)
Basic loss per share	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding		39,823,772			25,000,000

F-2

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended August 31, 2004 and 2003 and
for the period July 27, 1994 (Date of Incorporation) to August 31, 2004
(Stated in US Dollars)
(Unaudited)

								July 27, 1994
								(Date of Incor-
		Three months ended						poration) to
		August 31,						August 31,
		2004			2003			2004
Cash Flows used in Operating Activities
Net loss for the period	$	(278,510	)	$	(1,030	)	$	(817,078	)
Items not affecting cash:
Amortization		292			-			292
Permit and exploration costs		150,000			-			150,000
Translation adjustment		-			-			(106	)
Stock-based compensation		-			-			368,641
Changes in non-cash working capital items
Amount receivable		5,394			-			(443	)
Accounts payable and accrued liabilities		(38,296	)		1,030			36,900
		(161,120	)		-			(261,794	)
Cash Flows from Investing Activities
Advance on investment		-			-			(150,000	)
Acquisition of capital assets		(3,508	)		-			(3,508	)
		(3,508	)		-			(153,508	)
Cash Flows from Financing Activities
Capital stock issued		975,000			-			1,858,000
Amounts contributed by a director		-			-			1,881
		975,000			-			1,859,881
Increase in cash during the period		810,372			-			1,444,579
Cash and equivalents, beginning of the period		634,207			-			-
Cash and equivalents, end of the period	$	1,444,579		$	-		$	1,444,579
Cash and equivalents consist of:
Cash	$	92,835		$	-		$	92,835
Term deposits		1,351,744			-			1,351,744
	$	1,444,579		$	-		$	1,444,579

F-3

SEE ACCOMPANYING NOTES

Continued

STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended August 31, 2004 and 2003 and
for the period July 27, 1994 (Date of Incorporation) to August 31, 2004
(Stated in US Dollars)
(Unaudited)

						July 27, 1994
						(Date of Incor-
		Three months ended				poration) to
		August 31,				August 31,
		2004		2003		2004
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

Non-cash Transaction – Note 6

F-4

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES INC.
(An Exploration Stage Company)
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the period July 27, 1994 (Date of Incorporation) to August 31, 2004
(Stated in US Dollars)
(Unaudited)

	Common Shares						Additional Paid-in			Share Purchase		Accumulated Other Comprehensive		Deficit Accumulated During the Pre- exploration
	Number			Par Value			Capital			Warrants		Loss		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	)
Reverse Acquisition	(1	)		(1	)		(1,881	)		-		-		-			(1,882	)
Issuance of common shares
for reverse acquisition	25,000,000			25,000			(23,119	)		-		-		-			1,881

     …/cont’d

F-5

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES INC.
Continued (An Exploration Stage Company)
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the period July 27, 1994 (Date of Incorporation) to August 31, 2004
(Stated in US Dollars)
(Unaudited)

													Deficit
													Accumulated
										Accumulated			During the
					Additional			Share		Other			Pre-
	Common Shares				Paid in			Purchase		Comprehensive			exploration
	Number		Par Value		Capital			Warrants		Loss			Stage			Total
Outstanding common shares
of Company prior to
acquisition	11,360,000		11,360		(10,883	)		-		(583	)		-			(106	)
Issuance of shares for cash
pursuant to a private
placement  – at $0.50	1,766,000		1,766		881,234			-		-			-			883,000
Stock-based compensation	-		-		368,641			-		-			-			368,641
Net loss for the year	-		-		-			-		-			(527,446	)		(527,446	)
Balance, May 31, 2004	38,126,000		38,126		1,215,873			-		(58	)		(538,568	)		714,848
Issuance of shares for cash
pursuant to a private
placement – at $0.50	1,950,000		1,950		973,050			-		-			-			975,000
Issuance of shares for
finder’s fee of private
placement	52,500		53		26,197			-		-			-			26,250
Finder’s fee	-		-		(26,250	)		-		-			-			(26,250	)
Fair value of share purchase
warrants finder’s fee	-		-		(28,350	)		28,350		-			-			-
Net loss for the period	-		-		-			-		-			(278,510	)		(278,510	)
Balance, August 31, 2004	40,128,500	$	40,129	$	2,160,520		$	28,350	$	(583	)	$	(817,078	)	$	1,411,338

F-6

SEE ACCOMPANYING NOTES

STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS      
August 31, 2004 (Stated in US Dollars)
(Unaudited)

Note 1	Interim Financial Statements While the information presented in the accompanying three months to August 31, 2004 financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, result of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended August 31, 2004 are not necessarily indicative of the results that can be expected for the year ending May 31, 2005.
Note 2	Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Micro Express Holdings Inc., Micro Express Ltd. and Micro Express (Lushi) Ltd. (Note 3). All inter-company transactions and account balances have been eliminated.
Note 3	Advance on Investment
	(a)	Jiajika Spodumene Project On September 16, 2003, the Company, entered into an agreement with a Chinese partner to acquire at least a 75% interest in a 30-year mining joint venture company, which will hold the mining licenses to develop the Jiajika Spodumene property located in Sichuan Province, China for the extraction of lithium and lithium salts. The Company is required to contribute an estimated RMB62,000,000 (US$7,500,000) to earn its 75% interest. As at August 31, 2004, the Company has advanced $150,000 towards this project. These funds were used to acquire the mining permit and as a result this amount has been included in permit and exploration costs for the period ended August 31, 2004. In addition, the Company has spent $7,248 (RMB60,000) for an environmental impact and water preservation study, $6,040 (RMB50,000) for a feasibility study and incurred $41,911 for a preliminary review of the existing feasibility study report provided by the Chinese partner.

F-7

Note 3	Advance on Investment
	(b)	Lushi Spodumene Property On December 28, 2003, the Company, entered into a Letter of Intent to earn an interest of between 90% to 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 the investment will be determined by a pre-feasibility study. On April 10, 2004, the Company entered into a formal joint venture agreement with its Chinese partner to commence earning its 92% interest. As at August 31, 2004, the Company has spent $5,436 (RMB45,000) for resource audit costs and $6,886 (RMB57,000) for metallurgical testing work. On August 31, 2004, Micro Express (Luchi) Ltd. was incorporated in the British Virgin Islands as the immediate holding company of the Lushi Spodumene Property.
Note 4	Related Party Transactions The Company was charged consulting fees during the three months ended August 31, 2004 in the amount of $16,664 (July 27, 1994 (Date of Incorporation) to August 31, 2004: $29,255) by a company controlled by a director of the Company. These charges were measured by the exchange amount which is the amount agreed upon by the transacting parties. Amounts receivable at August 31, 2004 includes $236 (May 31, 2004: $5,663) due from a director of the Company with respect to travel advances.
Note 5	Capital Stock Commitments:
	(a)	Capital Stock The Company has arranged a private placement of up to 5,000,000 units at $0.50 per unit for total proceeds of $2,500,000. Each unit consists of one common share and one share purchase warrant entitling the holder the right to purchase one common share at $0.50 per share, expiring on February 16, 2005 or at $0.75 per share, expiring on February 16, 2006. Upon exercise of the share purchase warrant, an additional share purchase warrant will be granted at $1.00 per share, expiring February 16, 2007. As at August 31, 2004, the Company has received total subscriptions of $1,858,000 for 3,716,000 units. Finder's fee of 52,500 units with the aforementioned terms were issued.

F-8

Note 5	Capital Stock – (cont’d)
	(b)	Stock Options During the three months ended August 31, 2004, no stock options were granted, exercised or cancelled. As at August 31, 2004, there were 3,636,000 stock options outstanding exercisable at $0.50 per share, expiring on February 3, 2009.
	(c)	Share Purchase Warrants During the three months period ended August 31, 2004, 2,002,500 share purchase warrants were issued, including 52,500 warrants with a fair value of $28,350 for a finder’s fee. No warrants were exercised or cancelled during the period. As at August 31, 2004, the Company has a total of 3,768,500 share purchase warrants outstanding. Each warrant entitles the holder thereof the right to purchase one common share at $0.50 per share, expiring on February 16, 2005 or at $0.75 per share, expiring on February 16, 2006. Upon exercising of the warrant, an additional share purchase warrant will be granted at $1.00 per share expiring on February 16, 2007. The fair value of each warrant granted to the finder is $0.54 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for the warrants granted on August 18, 2004: dividend yield of 0%, expected volatility of 73.5%, risk-free interest rate of 2.99%, and an expected life of 1.5 years.
Note 6	Non-cash Transaction Investing and financing activities that do not have a direct impact on current cash flows are excluded from the cash flow statement. During the three months ended August 31, 2004, the Company issued 52,500 common shares at a value of $26,250 as commission paid to the broker for a private placement. This transaction was excluded from the statement of cash flows.

F-9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

The information presented here should be read in conjunction with Sterling Group Venture, Inc.'s financial statements and other information included in this Form 10-QSB. When used in this Form 10-QSB, the words "expects," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties, including those set forth below under "Risks and Uncertainties," that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

Plan of Operations

On January 20, 2004, the Company completed the acquisition of all of the issued and outstanding shares of Micro Express Ltd., a British Virgin Islands corporation (“Micro”) pursuant to an Acquisition Agreement, filed as an exhibit to a Form 8-K on January 29, 2004. Pursuant to the transaction, the Company issued an aggregate of 25,000,000 shares of common stock to the stockholders of Micro in exchange for 100% of the shares of Micro common stock.

Micro 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 cooperative joint-venture company to be formed and which will hold the necessary mining licenses. 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 JV Company is 240,000 tonnes/annum and will be increased to 900,000 t/a in stages pursuant to the approval of Bureau of Land and Resources of Sichuan province. The spodumene concentrate expected to be produced is 47,320 tonnes/annum and tantalum concentrate is 43.2 tonnes/annum. The total investment required is estimated at 88.51 million Chinese Yuan. The initial registered capital is 56 million Chinese Yuan (US$6.8 million). Sichuan Province Mining Ltd. will contribute 14 million Chinese Yuan (about US$1.7 million) including the mining permits and previous works to hold 25% of the JV company. Micro will contribute 42 million Chinese Yuan (about US$5.1 million) to hold 75% of the JV company. An initial contribution of $150,000 has been made by the Company as part of the contribution to obtain the mining permit pursuant to the contract signed between our Chinese partner and Sichuan Bureau of Land and Resources.

The Jiajika mining permit was issued to Sichuan Province Mining Ltd. on May 24, 2004. On June 22, 2004, the Bureau of Land and Resources of Sichuan Province also approved the joint venture proposal submitted by Sichuan Province Mining Ltd. Pursuant to the

4

approval document, Sichuan Province Mining Ltd. will use its mining permit and part of cash as its contributions in the proposed joint venture company with Micro Express Ltd.(“Micro”) which is a wholly subsidiary of Sterling. Micro will bring the project into production. The name for the joint venture, which is Jihai Lithium Ltd., has already been approved by the Business Department of Sichuan Province.

In July 2004, Micro & our Chinese partner signed an agreement with China Nonferrous Engineering and Research Institute for the feasibility study of Jiajika project. In July 2004, Micro & our Chinese partner signed another agreement with Sichuan Research Academy of Environmental Sciences for the environmental impact and water preservation study of Jiajika project.

On April 10, 2004, Micro has signed the joint venture agreement with Lushi Guanpo Minerals Development Ltd. (“Lushi”) of the Henan Province of China to earn more than 90% of the Lushi lithium project by taking the project into production. On May 26, 2004, the Company, through Micro, has signed an agreement with Beijing General Research Institute of Mining & Metallurgy (“Institute”) for the resource audit of Lushi spodumene property. On July 15, 2004, the Company, through Micro, signed another agreement with Beijing General Research Institute of Mining & Metallurgy for metallurgical testing of Lushi property.

Micro has signed a letter of intent with the 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 a 90% interest by developing and putting the lithium mine into production. As of May 31, 2004, no funds have been contributed. A preliminary investigation indicated that the property is located near a tourist area. Due to an environmental impact issue, the Company has delayed the project. The letter of intent has expired.

Results of Operations

The Company had interest income of $1,485 for the quarter ended August 31, 2004 and no revenue for the same period in 2003. The Company incurred expenses of $279,995, stemming from consulting fees, permit and feasibility study of projects, and general and administrative expenditures as compared to $1,030 for the same period last year.

The Company expects the trend of losses to continue at an increasing rate until we can achieve commercial production on some of the mineral properties, of which there can be no assurance.

Liquidity and Working Capital

As of August 31, 2004, the Company had total current assets of $1,445,022, and total liabilities of $36,900. The Company has a working capital surplus of $1,408,122, as a result of proceeds of $1,858,000 from a private placement commenced in February 2004.

During the three month period that ended August 31, 2004, the Company received $975,000 through the subscription of 1,950,000 Units that consist of one common share

5

and a warrant entitling the investor to purchase an additional common share for $0.50 in the first year or $0.75 in the second year (“A” warrant). Upon exercising an “A” warrant, the holder of each unit will have one additional non-transferable share purchase warrant at $1.00 (“B” warrant) for another year.

If all the warrants (“A” warrant at $0.50 and “B” warrant at “$1.00 per share) were to be exercised, the Company will receive a cash injection of US$ 5,652,750.

The Company has no other capital resources other than the ability to use its common stock to achieve additional capital or exercise of the warrants by the unit holders.

Limited Operating History; Anticipated Losses; Uncertainty of Future Results

Sterling Group Ventures, Inc. has only a limited operating history upon which an evaluation of the Company and its prospects can be based. The Company's prospects must be evaluated with a view to the risks encountered by a company in an early stage of development, particularly in light of the uncertainties relating to the new and evolving distribution methods with which the Company intends to operate and the acceptance of the Company's business model. To the extent that such expenses are not subsequently followed by commensurate revenues, the Company's business, results of operations and financial condition will be materially adversely affected. There can be no assurance that the Company will be able to generate sufficient revenues from the sale of its products. If cash generated by operations is insufficient to satisfy the Company's liquidity requirements, the Company may be required to sell additional equity or debt securities. The sale of additional equity or convertible debt securities would result in additional dilution to the Company's stockholders.

Limited Public Market, Possible Volatility of Share Price

The Company's Common Stock is currently quoted on the NASD OTC Bulletin Board under the ticker symbol SGGV. As of August 31, 2004, there were approximately 40,128,500 shares of Common Stock outstanding. There can be no assurance that a trading market will be sustained in the future.

Management of Growth

The Company's future success depends upon its ability to raise adequate financing to meet its mineral exploration and operation expenses. This need to manage its expenses will place a significant strain on the Company's management and operational resources. If the Company is unable to manage its expenses effectively, the Company's business, results of operations, and financial condition will be materially adversely affected.

Need for Additional Financing

The Company believes it has sufficient capital to meet its short-term cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. However, if losses continue it may have to seek loans or equity placements to cover longer term cash needs to continue operations and expansion.

6

No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover operation expenses.

If future operations are unprofitable, it will be forced to develop another line of business, or to finance its operations through the sale of assets it has, or enter into the sale of stock for additional capital, none of which may be feasible when needed. The Company has no specific management ability or financial resources or plans to enter any other business as of this date.

The effects of inflation have not had a material impact on its operation, nor is it expected to in the immediate future.

Political Risks

The market in China is monitored by the government, which could impose taxes or restrictions at any time which would make operations unprofitable and infeasible and cause a write-off of investment in the mineral properties. Other factors include political policy on foreign ownership, political policy to open the doors to foreign investors, and political policy on mineral claims and metal prices.

Market Risk

The Company does not hold any derivatives or other investments that are subject to market risk. The carrying values of any financial instruments, approximate fair value as of those dates because of the relatively short-term maturity of these instruments which eliminates any potential market risk associated with such instruments.

Other Risks and Uncertainties

The business of mineral deposit exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present, none of the Company’s properties has a known body of commercial mineral deposit. Other risks facing the Company include competition, reliance on third parties and joint venture partners, environmental and insurance risks, political and environmental instability, statutory and regulatory requirements, fluctuations in mineral prices and foreign currency, share price volatility, title risks, and uncertainty of additional financing.

The Company has sought to identify what it believes to be the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurances that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to the Company's stock.

7

Outlook

Once the feasibility study of Jiajika project is finished, the Company will set up joint venture Company with its Chinese partner in Sichuan province and will concentrate its efforts on raising the US$5.1 million necessary to earn its 75% interest and put the Jiajika lithium deposit into production.

The resource audit and metallurgical tests for Lushi property will determine to what extent, if any, the required funding will be for the property.

ITEM 3. CONTROLS AND PROCEDURES

The management of the company has evaluated the effectiveness of the issuer's disclosure controls and procedures as of May 31, 2004, the date of their last annual report on Form 10KSB, and have concluded that the disclosure controls and procedures are adequate and effective based upon their evaluation as of the evaluation date.

There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation of such, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In February 2004, the Company commenced a private placement of up to 5,000,000 units at $0.50 per unit for total proceeds of $2,500,000. Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one common share for two years, at $0.50 per share in the first year or $0.75 in the second year (“A” warrant). Upon exercising an “A” warrant, the holder of each unit will have one additional non-transferable share purchase warrant at $1.00 (“B” warrant) for another year. The proceeds from this private placement will be used to update a 1999 feasibility study, and design the development of the Jiajika deposit, and resource audit and metallurgical tests for the Lushi deposits and working capital. A 7% finder’s fee will be paid in units with the same terms.

During the three months ended August 31, 2004, the Company has received subscriptions of $975,000 for 1,950,000 units.

Finder’s fee of 52,500 units with the same terms was incurred during the three months ended August 31, 2004.

8

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

On October 1, 2004 the Board of Directors, pursuant to Nevada law, adopted amended the Bylaws as follows:

I .01 Annual Meetings. The annual meeting of the shareholders of the corporation for the election of directors and for such other business as may properly come before the meeting shall be held at such time and place as designated by the Board of Directors.

The entire Bylaws, as amended, are attached hereto as Exhibit 3.2.

9

ITEM 6. EXHIBITS

(a)

3.1	Articles of Incorporation of the Registrant (1)
3.2	Amended Bylaws of the Registrant
31.1	Section 302 Sarbanes-Oxley Certification of Chief Executive Officer
31.2	Section 302 Sarbanes-Oxley Certification of Chief Financial Officer
32.1	Section 906 Sarbanes-Oxley Certification of Chief Executive Officer
32.2	Section 906 Sarbanes-Oxley Certification of Chief Financial Officer
99.1	Press Release: Mining Permit Issued to Sterling's Chinese Partner and Joint Venture Proposal Has Been Approved by the Bureau of Land and Resources of Sichuan Province, July 13, 2004
99.2	Press release: Interest to purchase all initial lithium concentrate from Jiajika JV received (August 31, 2004)

________________________

(1) Previously filed as an exhibit to Sterling Group Ventures, Inc. registration statement on Form SB-2 filed July 26, 2002

(b) Reports on Form 8-K filed during the three months ended August 31, 2004.

Form 8-K filed June 18, 2004
Form 8-K/A filed June 23, 2004

10

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 13, 2004 STERLING GROUP VENTURES INC /s/ Xuxin Shao
Xuxin (Richard) Shao
President

11

EX-3.2

Exhibit 3.2 Amended Bylaws of Sterling Group Ventures, Inc.

I. SHAREHOLDER'S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of the corporation for the election of directors and for such other business as may properly come before the meeting shall be held at such time and place as designated by the Board of Directors. .02 Special Meetings. Special meetings of the shareholders of this Corporation may be called at any time by the holders of ten percent (10%) of the voting shares of the Corporation, or by the president, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of shareholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting. .03 Notice of Meeting. Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the secretary or persons authorized to call the meeting to each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation. .04 Waiver of Notice. Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. .05 Quorum and Adjourned Meetings. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. .06 Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. .07 Voting of Shares. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholder's meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative vote of a majority of the shares

represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

II.

DIRECTORS. .01 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. .02 Number, Tenure and Qualifications. The number of Directors of the Corporation shall be not less than one nor more than thirteen. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation. .03 Election. The Directors shall be elected by the shareholders at their annual meeting each year; and if, for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws. .04 Vacancies. In case of any vacancy in the Board of Directors, the remaining Director, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Director whose place shall be vacant, and until his/her successor shall have been duly elected and qualified. .05 Resignation. Any Director may resign at any time by delivering written notice to the secretary of the Corporation. .06 Meetings. At any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; the participation by such means shall constitute presence in person at such meeting. A. Annual Meeting of Directors. Annual meetings of the Board of Directors shall be held immediately after the annual shareholders' meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary. B. Special Meetings. Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

C. Regular Meetings of Directors. Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary. .07 Quorum and Voting. A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum. .08 Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. .09 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/ her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. .10 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one of more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Articles of Incorporation, adoption a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange, or other disposition of all of substantially all the property and assets of the dissolution of the Corporation or a revocation thereof, designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law. .11 Chairman of Board of Directors. The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other powers as the Board may prescribe. .12 Removal. Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

III.

ACTIONS BY WRITTEN CONSENT. Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Directors or shareholders may be accomplished without a meeting if a written memorandum of the respective

Directors or shareholders, setting forth the action so taken, shall be signed by all the Directors or shareholders, as the case may be.

IV.

OFFICERS. .01 Officers Designated. The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may be held by the same person, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons. .02 Election, Qualification and Term of Office. Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified. .03 Powers and Duties. The powers and duties of the respective corporate Officers shall be as follows: A. President. The president shall be the chief executive Officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property, business, and affairs. He/she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the shareholders and the Board of Directors. B. Vice President. In the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors. C. Secretary. The secretary shall: Keep the minutes of the shareholder's and of the Board of Directors meetings in one or more books provided for that purpose;   See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;   Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;   Keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;   Sign with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;   Have general charge of the stock transfer books of the corporation; and,   In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

	D. Treasurer. Subject to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same; and, at the expiration of his/her term of office, he/ she shall turn over to his/her successor all property of the Corporation in his/her possession. E. Assistant Secretaries and Assistant Treasurers. The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice president certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors. .04 Removal. The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served thereby. .05 Vacancies. The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified. .06 Salaries. The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.
V.	SHARE CERTIFICATES .01 Form and Execution of Certificates. Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may be issued for fractional shares. .02 Transfers. Shares may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation. .03 Loss or Destruction of Certificates. In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so.
VI.	BOOKS AND RECORDS. .01 Books of Accounts, Minutes and Share Register.

	The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each. .02 Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the president or secretary.
VII.	CORPORATE SEAL. The following is an impression of the corporate seal of this Corporation:
VIII.	LOANS. Generally, no loans shall be made by the Corporation to its Officers or Directors, unless first approved by the holder of two-third of the voting shares, and no loans shall be made by the Corporation secured by its shares. Loans shall be permitted to be made to Officers, Directors and employees of the Company for moving expenses, including the cost of procuring housing. Such loans shall be limited to $25,000.00 per individual upon unanimous consent of the Board of Directors.
IX.	INDEMNIFICATION OF DIRECTORS AND OFFICERS. .01 Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful. .02 Derivative Action. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation's favor by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that, the court in which such action or suit

was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

.03 Successful Defense.

To the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

.04 Authorization.

Any indemnification under Paragraphs .01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) is such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph .04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

.05 Advances.

Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee or agent to repay such amount unless it shall ultimately be by the Corporation is authorized in this Section.

.06 Nonexclusivity.

The indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

.07 Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability.

.08 "Corporation" Defined.

	For purposes of this Section, references to the "Corporation" shall include, in addition to the Corporation, an constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Trustees, Officers, employees or agents, so that any person who is or was a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, Trustee, Officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
X.	AMENDMENT OF BYLAWS. .01 By the Shareholders. These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting. .02 By the Board of Directors. These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board.
XI.	FISCAL YEAR. The fiscal year of the Corporation shall be set by resolution of the Board of Directors.
XII.	RULES OF ORDER. The rules contained in the most recent edition of Robert's Rules or Order, Newly Revised, shall govern all meetings of shareholders and Directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules or order of the Corporation.
XIII.	REIMBURSEMENT OF DISALLOWED EXPENSES. If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

EX-31.1

Exhibit 31.1 CERTIFICATIONS

I, Raoul Tsakok, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of Sterling Group Ventures, Inc.;
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 small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's registrant's other certifying officer(s) 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 small business issuer and we 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 small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly 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 small business issuer'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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer'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 small business issuer's internal controls over financial reporting.

 

By:	/s/ Raoul Tsakok
	Raoul Tsakok
	Chairman & Chief Executive Officer
	Date: October 13, 2004

EX-31.2

Exhibit 31.2 CERTIFICATIONS

I, Richard (Xuxin) Shao, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of Sterling Group Ventures, Inc.;
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 small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's registrant's other certifying officer(s) 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 small business issuer and we 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 small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly 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 small business issuer'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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer'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 small business issuer's internal controls over financial reporting.

By:	/s/ Richard (Xuxin) Shao
	Richard (Xuxin) Shao
	President & CFO
	Date: October 13, 2004

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
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 Sterling Group Ventures, Inc. (the “Company”) on Form 10-QSB for the quarter ended August 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Raoul Tsakok, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the Periodic 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 Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Raoul Tsakok
	Raoul Tsakok
	Chairman & CEO
	Date: October 13, 2004

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
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 Sterling Group Ventures, Inc. (the “Company”) on Form 10-QSB for the quarter ended August 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Richard (Xuxin) Shao, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the Periodic 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 Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Richard (Xuxin) Shao
	Richard (Xuxin) Shao
	President & CFO
	Date: October 13, 2004

EX-99.1

Exhibit 99.1

Mining Permit Issued to Sterling's Chinese Partner and Joint Venture Proposal Has Been Approved by the Bureau of Land and Resources of Sichuan Province
Tuesday July 13, 8:00 am ET

VANCOUVER, British Columbia--(BUSINESS WIRE)--July 13, 2004--Sterling Group Ventures, Inc. ("Sterling") is pleased to announce that the Bureau of Land and Resources of Sichuan Province, China has issued the necessary mining permit to Sterling's Chinese partner - Sichuan Province Mining Ltd. to develop and put the Jiajika lithium deposit into production. The mining permit number is 5100000410234.

On June 22, 2004, The Bureau of Land and Resources of Sichuan Province also approved the joint venture proposal submitted by Sichuan Province Mining Ltd. According to approval document, Sichuan Province Mining Ltd. will use its mining permit and part of cash as its contributions in the proposed joint venture company with Micro Express Ltd.("Micro") which is wholly subsidiary of Sterling. Micro will bring the project into production.

The Jiajika lithium deposit is located in Sichuan province of China. Sterling will proceed to set up a joint venture in which Sterling will own a 75% interest and apply for a business license. The name for the joint venture which is Jihai Lithium Ltd. has already been approved by the Business Department of Sichuan Province.

The Jiajika lithium deposit is located 70 km from Kangding County and 440 km from Chengdu city, the capital of Sichuan Province. It is the largest lithium mineral deposit in China, which is estimated to account for 43.3% of Chinese lithium mineral reserves. The type of deposit is granite pegmatite. The deposit was explored by Ganzi Geological Brigade, No. 404 Geological Brigade and No. 108 Geological Brigade of Sichuan Province separately from 1959 to 1992. The exploration works include 25,691 meters of drilling and 55,155 m3 of trenching. There are 74 lithium-bearing veins in the deposit. The deposit hosts in excess of 1 billion lbs of lithium according to Chinese geological reports and Chinese audit report conducted by Sichuan Province Minerals Reserve Committee of China with grade of 1.28% of Li2O(lithium Oxide) in the deposit. Other reserves in the property include 37 million lbs of BeO (beryllium oxide) with grade 0.048%, 10 million lbs of Nb2O5 (niobium oxide) with grade 0.0127%, and 5 million lbs of Ta2O5 (tantalum oxide) with grade 0.0074%.

The deposit can be mined using open pit method and is accessible by road. There is good infrastructure such as water, electricity etc. in the area. The ratio of overburden is only 0.25:1 and is 35 - 400 m deep, 1.44 - 21 m width and 50 - 400 m long in No. 134 vein. The deposit which is located at 4370 - 4460 meters above sea level and on flat land can be processed easily. Using gravity and magnetic methods, the concentrate containing 6.09% of Li2O can be processed and the recovery of Li2O is estimated to be 84% according to Beijing Non-ferric Metal Research and Design Institute.

The Company has started to revise its Chinese feasibility study as well as environmental impact study. Initial capacity will be 240,000 t/a and will be increased to 900,000 t/a quickly.

Lithium prices have climbed steadily since the 1970's at an annual rate of 4% mainly because the main industries that use lithium only count it as one small component of the total cost of the products. Also, lithium is the lightest of all metals with a density of about half of all metals and a good conductivity of heat and electricity which have lent itself to a variety of increasing applications commercially. The consumption of lithium is estimated at only 4 lbs per capita in China compared with 21 lbs in the US. Growth of the lithium market has consistently remained between 2-5% over recent years according to Roskill Information Service and they predict this trend will continue in the future and a bright outlook for lithium. The lithium market is highly concentrated with just a few players such as Australia and Chile.

Sterling aims to be a major lithium producer in China. It currently has two agreements to develop the Jiajika (the largest lithium mineral deposit in China) lithium deposit in which Sterling expects to own a minimum 75% when the joint venture is formed and Lushi lithium deposit in which Sterling expects to own a minimum 90% when the joint venture is formed.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information constitutes "forward-looking statements" within the meaning of the Private Securities Litigation reform Act of 1995. Such forward looking statements, including but not limited to those with respect to the price of lithium, niobium, beryllium, and tantalum, the timing and amount of estimated production, costs of production, reserve determination and reserve conversion rates, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, among others, risks relating to the integration of the acquisition, risks relating to international operations, risks relating to joint venture operations, the actual results of current exploration activities, the actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of lithium, beryllium, niobium, tantalum, and other metals, as well as those factors affecting the mineral industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Cautionary Note to U. S. Investors Concerning Estimates of Measure, Indicated, and Inferred Resources and Reserves. Statements regarding reserves have been based on audits conducted under Chinese methods of calculation.

ON BEHALF OF THE BOARD OF DIRECTORS

Richard Shao, Ph.D. President

Contact:
Sterling Group Ventures Inc.
Raoul Tsakok, Chairman or Richard Shao, President
Phone: (604) 893-8891         Fax: (604) 408-8515
Website: www.sterlinggroupventures.com

EX-99.2

Exhibit 99.2

Sterling Group Ventures Inc.: Interest To Purchase All Initial Lithium Concentrate From Jiajika JV Received
Tuesday August 31, 8:01 am ET

VANCOUVER, British Columbia--(BUSINESS WIRE)--Aug. 31, 2004--Sterling Group is pleased to report that it, through its subsidiary Micro Express Ltd., and its partner have received expression of interest from three lithium users to purchase lithium concentrates in excess of what the joint venture plans to initially produce. Two lithium chemical producers indicated quantities of 35,000 tonnes per year or 74% of the total lithium concentrate to be produced while the third company, Xinjiang lithium plant, which imports most of its lithium requirement from Australia, is interested in taking all lithium concentrates (about 47,000 tonnes) to be produced at market price. More details about offtake of the lithium concentrates are under discussion. Initial capacity is planned for 240,000 tonnes per year rising quickly to 900,000 tonnes. The lithium concentrate expected to be produced is 47,320 tonnes per year for 240,000 tonnes/annum capacity.

In June, the Bureau of Land and Resources of Sichuan Province, China issued the necessary mining permit to Sterling's Chinese partner - Sichuan Province Mining Ltd., a company 40% controlled by the Sichuan Provincial Government, to develop and put the Jiajika lithium deposit into production. The mining permit number is 5100000410234. The Bureau also approved the joint venture proposal (official document No. 469) submitted by Sichuan Province Mining Ltd. According to approval document, Sichuan Province Mining Ltd. will use its mining permit and part of cash as its contributions in the proposed joint venture company with a subsidiary of Sterling. Sterling will bring the project into production. A joint venture, called Jihai Lithium Ltd., is in the process of being set up in which Sterling will own a 75% interest and apply for a business license.

The Jiajika lithium deposit is located 70 km from Kangding County and 440 km from Chengdu city, the capital of Sichuan Province. It is the largest lithium mineral deposit in China, which is estimated to account for 43.3% of Chinese lithium mineral reserves. The type of deposit is granite pegmatite. The deposit can be mined using open pit method and is accessible by road. There is good infrastructure such as water, electricity etc. in the area. The ratio of overburden is only 0.25:1 and is 35 - 400 m deep, 1.44 - 21 m width and 50 - 400 m long in No. 134 vein. The deposit was explored by Ganzi Geological Brigade, No. 404 Geological Brigade and No. 108 Geological Brigade of Sichuan Province separately from 1959 to 1992. The exploration works include 25,691 meters of drilling and 55,155 m3 of trenching. There are 74 lithium-bearing veins in the deposit. The deposit hosts in excess of 1 billion lbs of lithium according to Chinese geological reports and Chinese audit report conducted by Sichuan Province Minerals Reserve Committee of China with grade of 1.28% of Li2O(lithium Oxide) in the deposit. Other reserves in the property include 37 million lbs of BeO (beryllium oxide) with grade 0.048%, 10 million lbs of Nb2O5 (niobium oxide) with grade 0.0127%, and 5 million lbs of Ta2O5 (tantalum oxide) with grade 0.0074%.

Sterling aims to be a major lithium producer in China. It currently has two agreements to develop the Jiajika (the largest lithium mineral deposit in China) and Lushi lithium projects in which Sterling expects to own a minimum 90% when the joint venture is formed.

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed)

Richard Shao, Ph.D. President

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information constitutes "forward-looking statements" within the meaning of the Private Securities Litigation reform Act of 1995. Such forward

looking statements, including but not limited to those with respect to the price of lithium, niobium, beryllium, and tantalum, the timing and amount of estimated production, costs of production, reserve determination and reserve conversion rates, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, among others, risks relating to the integration of the acquisition, risks relating to international operations, risks relating to joint venture operations, the actual results of current exploration activities, the actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of lithium, beryllium, niobium, tantalum, and other metals, as well as those factors affecting the mineral industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Cautionary Note to U.S. Investors Concerning Estimates of Measure, Indicated, and Inferred Resources and Reserves. Statements regarding reserves have been based on audits conducted under Chinese methods of calculation.

Contact:
Sterling Group Ventures Inc.
Christopher Tsakok, MBA or Richard Shao, President
Phone: (604) 893-8891            Fax: (604) 408-8515
Website: www.sterlinggroupventures.com