-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Agm/XWt4XCTrYC63/JOxNcFd5aiNFF8UXPsadptSTOf/5PxQa9p0jtMJArFtx6GR 8ZpZ9Fa3HLu/tdxUyRc9qQ== 0001175416-06-000005.txt : 20060216 0001175416-06-000005.hdr.sgml : 20060216 20060216150319 ACCESSION NUMBER: 0001175416-06-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060214 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING GROUP VENTURES INC CENTRAL INDEX KEY: 0001175416 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51775 FILM NUMBER: 06624955 BUSINESS ADDRESS: STREET 1: SUITE 900 STREET 2: 789 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 BUSINESS PHONE: 6048938891 MAIL ADDRESS: STREET 1: SUITE 900 STREET 2: 789 WEST PENDER STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6C1H2 8-K 1 form8k.htm FORM 8-K Sterling Group Ventures, INC. - Form 8K

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): February 14, 2006

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Section 8 – Other Events

ITEM 8.01. OTHER EVENTS

On February 14, 2006, the Board of Directors of Sterling Group Ventures Inc. (“the Company”) announces that the Company has reduced the exercise price of the Series “A” Share Purchase Warrants (3.8175 million) from $0.75 to $0.50 and extended the terms of the Series “A” Share Purchase Warrants outstanding (3.8175 million) for two years to the earlier of:

(i) February 16, 2008; and

(ii) The 90th day after the day on which the weighted average trading price of the Company’s shares exceed $0.85 per share for 30 consecutive trading days.

Upon exercise of the Purchase Warrant at $0.50, the holder will receive one Common Share of the Company and an Additional Warrant exercisable at $1.00. The term of the Additional warrant will be adjusted accordingly to expire one year after the occurrence of either (i) or (ii) as described above. The Share Purchase Warrants were originally issued in a private placement commencing in February 2004.

Section 9 – Financial Statements and Exhibits

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.Description

99.1 Sterling Group Ventures, Inc. Press Release Dated February 14, 2006  

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/Raoul Tsakok              
Raoul Tsakok
Chairman &CEO

February 14, 2006

 EX-99 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE Sterling Group Ventures, Inc. - Exhibit 99.1

Exhibit 99.1     Press Release

Extension of Warrants

The Board of Directors of Sterling Group Ventures Inc. (“the Company”) announces that the Company has reduced the exercise price of the Series “A” Share Purchase Warrants (3.8175 million) from $0.75 to $0.50 and extended the terms of the Series “A” Share Purchase Warrants outstanding (3.8175 million) for two years to the earlier of:

(i) February 16, 2008; and

(ii) The 90th day after the day on which the weighted average trading price of the Company’s shares exceed $0.85 per share for 30 consecutive trading days.

Upon exercise of the Purchase Warrant at $0.50, the holder will receive one Common Share of the Company and an Additional Warrant exercisable at $1.00. The term of the Additional warrant will be adjusted accordingly to expire one year after the occurrence of either (i) or (ii) as described above. The Share Purchase Warrants were originally issued in a private placement commencing in February 2004.

Any forward-looking statement in this press release is made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, economic and political factors, product prices and changes in international and local markets, as well as the inherent risks of the mining related business.

ON BEHALF OF THE BOARD OF DIRECTORS
(Signed)
Raoul Tsakok, Chairman
For further information, contact: Raoul Tsakok, Chairman, Christopher Tsakok, MBA
Phone: (604) 893-8891      Fax: (604) 408-8515

-----END PRIVACY-ENHANCED MESSAGE-----