UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2010
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.) |
| 308 - 1228 Marinaside Cr., | |
| VANCOUVER, B.C., CANADA | V6Z 2W4 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 689-4407
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))
EXPLANATORY NOTE
We are filing this Amendment to our Form 8-K filed on November 16, 2010 in response to a comment letter from the staff of the Securities and Exchange Commission. In response to the staff's comments, we have amended certain disclosure regarding the reserves in Item 1.01 to comply with the definition of a proven and probable reserves as defined by Section (A) of Industry Guide 7.
Section 1 – Registrant’s Business and Operations
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 10, 2010, Sterling Group Ventures, Inc. ("Sterling") signed a letter of intent (the "LOI") with Shimen County Merchants Bureau, Hunan Province, China regarding the development of Shimen Phosphate Mine.
Under the terms of the LOI, Sterling will conduct due diligence on the Shujiatai phosphate property in Shimen County (the "Property") within one and half years and update if required any Chinese study reports for building mining, processing and chemical plant. After due diligence is completed, Sterling shall set up a joint venture in Shimen County for developing the Property.
Section 9 – Financial Statements and Exhibits
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. | Description |
| 10.1 | Letter of Intent |
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
March 9, 2011
Exhibit 10.1
Letter of Intent
Regarding the development of Shimen County Phosphate Mine
between China Shimen County Merchants Bureau and Sterling Group Ventures, Inc.
Party A: Shimen County Merchants Bureau, Hunan Province, China
Party B: Sterling Group Ventures, Inc.
Sterling Group Ventures, Inc. is listed on OTCBB, United States (Hereinafter "Sterling"). Sterling has intention to invest and develop Shimen Phosphate Mine located in Shimen County, Hunan Province, China. Through friendly negotiation by both parties, both parties have reached following letter of intent:
| 1. | Party B shall set up a joint venture to develop Shimen Phosphate Mine based on Sino foreign joint venture law of People's Republic of China, and other Chinese laws and regulations. The form of joint venture shall be a liability limited company. |
| 2. | Joint Venture shall solely undertake early study of Shimen Phosphate development, and put forward development utilization plan for Shimen Phosphate project which shall be recognized by Party A. |
| 3. | Party A promises to give supports to Joint Venture on approval of the project and investment politic environment. |
| 4. | In order to support production requirement of Party B's phosphate development project, Party B promises to build phosphate development project including mining, processing and chemical plant, at the same time, Party A promises to match needed phosphate resources from Shujiatai Phosphate property located in Nanbei Town of Shimen County. Sterling represents to apply the mining permit for matched phosphate resources according to China related laws and regulations. |
| 5. | The registered capital of Joint Venture is RMB 21 million Yuan in order to meet the requirement for building 400,000t/a processing plant and chemical plant. The first contribution shall be made within three months after the Joint Venture is approved. |
| 6. | This letter of intent is valid for one and half years after it is signed by both parties. If the investment and construction do not start when the letter of intent expires, this letter of intent shall be terminated automatically. |
| 7. | Matters other than those provided herewith shall be dealt through further negotiations between the Parties. |
| 8. | This letter of intent is signed by authorized persons of both parties in Shimen County of Hunan Province, China on November 10, 2010. |
| Party A: | Party B: |
| Shimen County Merchants Bureau | Sterling Group Ventures, Inc. |
| No. 10, Liyang Road West | 4743 - 350 S.E. Marine Dr. |
| Chujiang Town, Shimen County | Vancouver, BC, Canada |
| Hunan Province, China | V5X 2S5 |
| Tel: 0736-533-1610 | Tel: 001-604-689-4407 |
| Fax: 0736-532-5694 | Fax: 001-604-408-8515 |
| Authorized person: | Authorized person: |
| /s/Ruiqing Wu | /s/Richard Shao |
| Date: November 10, 2010 | November 10, 2010 |