-----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, OFAsRzuuN3x1jU9I0Zp7SXwAhVpjSU+mFjzgfl3NQ7VB++TrW8XwBkBm4vTeTNZ7 VGnH40pxKKYTr4v0MOCr/Q== 0001175416-06-000015.txt : 20061002 0001175416-06-000015.hdr.sgml : 20061002 20061002143008 ACCESSION NUMBER: 0001175416-06-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060925 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20061002 DATE AS OF CHANGE: 20061002 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: 061120097 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 CURRENT REPORT 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): September 25, 2006

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

Nevada  000-51775  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 3 - Securities and Trading Markets

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

The Company issued 2,873,990 units at a price of $0.15 per unit in a private placement. Each unit consists of one common share and one share purchase warrant to buy an additional share for $0.18 per share with an expiry date of December 29, 2007. The securities were (i) sold for cash under written Subscription Agreements between the Company and several investors and (ii) issued as a finder’s fee in connection to the private placement. The Corporation received $412,544.95 in cash proceeds from the offering.The proceeds from this private placement will be used for general working capital.

The shares were issued with a Rule 144 based upon the exemption from registration found in Section 4(2) and Regulation S of the Securities Act. Each purchaser for cash executed a written subscription agreement, had an opportunity to ask questions and receive answers from management and was informed about the limitations on resale under Rule 144.

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

September 29, 2006

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