8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):    March 2, 2005

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)

Section 1 – Registrant’s Business and Operations

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 7, 2005, the Company announced its subsidiary, Makaelo Limited, a BVI company, had entered into a Joint Venture Agreement with Aifeng Li, an individual residing in Anyang, Henan Province of China.

Pursuant to the Agreement, the parties will set up a Joint Venture company in Inner Mongolia for the exploration and development of copper and silver in the areas of Donggou and Xiaoxigou. Aifeng Li will contribute all the necessary exploration licenses, achievements and geological data to the Joint Venture in exchange for 48% of the Joint Venture company, while the Company will finance the cost of exploration in return for 52% of the Joint Venture company. The Company expects the cost of exploration to be approximately $630,000, to be contributed over the three years.

The Agreement was approved by the Board of Directors of the Company on February 23, 2005 and signed on March 2, 2005.

Section 9 – Financial Statements and Exhibits

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Joint Venture Agreement
99.1	Press Release dated March 7, 2005:

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.

/s/ Richard Shao
Richard Shao
President

March 7, 2005

EX-10.1

Exhibit 10.1

JV agreement between
Makaelo Limited
And Aifeng Li

Regarding Exploration and Development of Donggou and Xiaoxigou Copper Property in Inner Mongolia

Party A:   Aifeng Li
Party B:   Makaelo Limited

Whereas:

A:	Aifeng Li holds two exploration permits in Donggou and Xiaoxigou property of Inner Mongolia, and has the legal authority to sign this agreement.
B:	Makaelo Limited is a subsidiary company of Sterling Group Ventures, Inc. , which is a United State public company and registered at Nevada of United States, and has the legal authority to sign this agreement.

Based on mutual benefits for both parties and through friendly negotiation, Party A and Party B have reached the following agreement for the joint venture exploration and development of Donggou and Xiaoxigou copper property within the range of exploration licenses held by Aifeng Li.

1.	Both Parties agree to set up a cooperative joint venture company in Inner Mongolia, China in accordance with the Sino-foreign joint venture enterprise law and other related Chinese laws and regulations, to explore and develop in the area of Donggou and Xiaoxigou copper property (the "cooperative Company"). The exploration licenses of Donggou and Xiaoxigou copper property covers about 52 square km (the “cooperative area”).
2.	Cooperative conditions and rights of both parties:
	2.1	In first stage (exploration stage), Party A provides all exploration licenses in the cooperative area, achievements and all geological data, and Party B provides exploration cost.
	2.2	Party B shall provide 5.2 million RMB Yuan as an exploration expenditure within three years in installments (The first year commitment is not less than 2 million RMB Yuan). The exploration will be divided into several stages. The minimum exploration expenditure for each stage shall be determined based on the exploration design for this area by both parties.
	2.3	If Party B elects to terminate the project during exploration period, Party B shall not have any rights of the project. The exploration licenses shall be returned to Party A

		without any conditions. At same time, Party A shall have right to obtain the achievement of the exploration and all original documents or the copy of all original documents.
	2.4	Party A uses its exploration licenses and geological information as its contributions in the cooperative company. The value that Party A contributes is 4.8 million Chinese Yuan. The ownership of Party A in the cooperative company is 48%. Party B shall provide 5.2 million Chinese Yuan to earn 52% of the interest in the cooperative company. In the second stage (development stage or continuing exploration stage), contributions to fund the exploration and development of the Project will be made pro rata. The interest of Party A will be diluted to not less than 10% if it elects not to make cash contributions.
3.	Liabilities of both parties
	3.1	Party A guarantees no dispute of the exploration licenses in the cooperative area.
	3.2	Party A shall be in charge of coordination of Inner Mongolia local relations and protect the interest of the cooperative company.
	3.3	Party A shall provide all necessary geological data to Party B. Party B shall keep confidential all received information except those requested by the regulatory authorities (government and SEC authorities) to be disclosed to the public and shall be fully responsible for the damage caused by leaking of the information.
	3.4	Party B shall provide exploration costs according to the schedule, the costs shall be accounted into the cooperative company as early contributions of Party B.
4.	Cooperative company and board of directors
	4.1	Party B will set up Cooperative company with Party A. Cooperative company shall be registered in Inner Mongolia of China.
	4.2	The Board of Directors of the cooperative company shall consist of 5 members. Three members shall be appointed by Party B and two members shall be appointed by Party A. The chairman shall be appointed by Party B and vice chairman shall be appointed by Party A.
	4.3	General manager and vice general manager shall be appointed by the Board of Directors. The director can be general manager if the Board of Directors agrees.
		General manager shall be in charge of daily operation of the cooperative company.
5.	Right of first refusal

	Should either Party (a “Vending Party”) elect to sell, transfer, or otherwise dispose of all or any portion of its interest in the Cooperative Company, it must first offer such interest (the “Offered Interest”) to the other Party (“Other Party”). The Other Party must reply to the Vending Party within 30 days after receipt of the offer. If the Other Party does not intend to increase its interest in the Cooperative Company, the Vending Party may transfer its Offered Interest within 90 days to a third party but the terms and conditions shall not be more favorable than the offer to the Other Party. Should the Vending Party be unable to transfer its Offered Interest in the Cooperative Company within 90 days and alter terms and conditions of transferring, the Vending Party must again comply with the above provision and offer it again to the Other Party.
6.	The cooperative period of the cooperative company shall be 30 years. Through consultation of both parties and upon approval of China related management authorities, the cooperative period can be extended.
7.	Considering that Party B is listed at NASD OTC Bulletin Board, this agreement is subject to the approval of Party B’s Board of Directors and SEC.
8.	After signing this agreement, both parties agree to sign the geophysical exploration working contract with Geology and Earth Physics of China Academy of Science for the cooperative area before March 12, 2005.
9.	The agreement has been signed by both parties on March 2, 2005. There are four copies of the agreement. Each party keeps two copies. Both parties agree that the agreement can be amended through fax.

Party A:	Aifeng Li
Address:	Anyang, Henan Province of China
Tel:	0372-3957614
Fax:	0372-3937614
Cel:	136-0372-3209
Email:	fuhuakuangye@yahoo.com.cn

Representative: /s/ Aifeng Li
Date: March 2, 2005

Party B:	Makaelo Limited
Address:	Suite 900 – 789 West Pender Street, Vancouver, BC, Canada V6C 1H2
Tel:	604-893-8891
Fax:	604-405-8515
Cel:	139-1091-6496
Email:	richardshao@163.com

Representative: /s/ Xuxin Shao
Date: March 2, 2005

Appendix:
Exploration permits:

1)	1500000411738; 31.05 km2 expiration date: November 19, 2005
2)	1500000411739; 21.72 km2 expiration date: November 19, 2005

EX-99.1

Exhibit 99.1     Press Release

Joint Venture Agreement Signed to Acquire Copper and Silver Project in Inner Mongolia, China

Sterling Group is pleased to announce that the Company has signed a joint venture agreement with a Chinese citizen who holds two exploration permits for a copper and silver project (“the Project”) in Inner Mongolia, People’s Republic of China.

The Project is comprised of two exploration permits (Donggou exploration permit 1500000411738 and Xiaoxigou exploration permit 1500000411739) covering about 52 square kilometers (km2). The Project is located at Chifeng city of Inner Mongolia, which is about 300 km from Beijing - the capital of China. The Project is easily accessible with paved road, and 30 km from Chifeng City. According to the agreement, the Company has right to earn 52% of the cooperative company which the Company will set up soon with the Chinese party by spending 5.2 million Chinese Yuan (US$0.63 million) for the exploration in the permit areas over three years. After the Company has earned 52% interest of the cooperative company, contributions to fund the exploration and development of the Project will be made pro rata. The interest of the Chinese party will be diluted to not less than 10% if it elects not to make cash contributions.

The deposit is sub volcanic hydrothermal type copper deposit. The exploration area is located at Huanggangliang – Mengentaolegai copper mineralization belt of Inner Mongolia. The exploration area is west and adjacent to Dajin and Xiachengzi copper mines which have been in production for about 18 years. The closest distance to Dajin and Xiachengzi copper mines is less than 1 km. These two existing Chinese copper mine operations host about 497 million lbs of copper with 2% grade and about 100 million ounces of silver with 150g/t. The Project area has much stronger IP anomalies than Dajin and Xiachengzi copper mines according to the available geophysical information.

The Company is also proceeding to develop the Jiajika lithium project (the largest lithium mineral deposit in China). The copper and silver project allows the Company to diversify its interests in China.

ON BEHALF OF THE BOARD OF DIRECTORS
(Signed)
Richard Shao, Ph.D. President
For further information, please check the company website: www.sterlinggroupventures.com
or contact: Richard Shao, President, Christopher Tsakok, MBA
Phone: (604) 893-8891      Fax: (604) 408-8515

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.