10-Q/A

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

FORM 10-Q/A

Amendment No. 1

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended August 31, 2011.

[   ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from _________ to _______ .

Commission file number: 000-51775

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

Nevada	72-1535634
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

308 - 1228 Marinaside Cr., Vancouver, B.C. V6Z 2W4
(Address of principal executive offices) (Zip Code)

(604) 689-4407
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changes since last report)

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 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 [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]     No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of October 14, 2011.

Title of each class	Number of shares
Common Stock, par value $0.001 per share	75,730,341

1

EXPLANATORY NOTE

The sole purpose of this Amendment to the Company's Quarterly Report on Form 10-Q for the period ended August 31, 2011 filed on October 17, 2011 (the "10-Q"), is to furnish Exhibit 101 XBRL (eXtensible Business Reporting Language) interactive data files in accordance with Rule 405 of Regulation S-T. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.

ITEM 6. EXHIBITS

Exhibit
Number	Description
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Sec. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Sec. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document. Furnished herewith.
101.SCH	XBRL Taxonomy Extension Schema Document. Furnished herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. Furnished herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. Furnished herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document. Furnished herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. Furnished herewith.

* These exhibits were previously filed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011, filed with the Securities and Exchange Commission on October 17, 2011.

2

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 thereunto duly authorized.

	Sterling Group Ventures Inc.
	/s/ Raoul Tsakok
	Raoul Tsakok, Chairman and Chief Executive Officer
Date: October 19, 2011
	/s/ Richard Shao
	Richard Shao, President and Chief Financial Officer
Date: October 19, 2011

3

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Statement of Financial Position (Parenthetical) (USD $)	Aug. 31, 2011	May 31, 2011
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	75,730,341	65,730,341
Common Stock, Shares, Outstanding	75,730,341	65,730,341

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Statement of Operations (USD $)	3 Months Ended		206 Months Ended
	Aug. 31, 2011	Aug. 31, 2010	Aug. 31, 2011
Expenses
Accounting, audit, legal and professional fees	$ 32,566	$ 29,058	$ 542,967
Bank charges	339	189	2,804
Consulting fees	6,874	5,640	744,708
Depreciation	175	47	9,577
Filing fees and transfer agent	4,356	3,503	53,045
Foreign exchange gain	(9,050)	(3,978)	(14,207)
General and administrative	1,429	1,706	125,400
Mineral property costs	15,111	0	1,279,505
Printing and mailing	5,000	0	21,883
Shareholder information and investor relations	77,863	0	156,391
Stock-based compensation	0	0	2,646,248
Travel and entertainment	8,543	0	155,014
Recovery of doubtful collection	0	0	(272,358)
Allowance for doubtful collection	0	0	246,708
Operating Expenses	(143,206)	(36,165)	(5,697,685)
Other item
Interest income	104	18	32,378
Net loss for the period	(143,102)	(36,147)	(5,665,307)
Currency translation adjustment	0	0	(582)
Comprehensive loss for the period	$ (143,102)	$ (36,147)	$ (5,665,889)
Basic and diluted loss per share	$ 0.00	$ 0.00
Weighted average number of shares outstanding	71,925,993	43,826,175

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Document and Entity Information	3 Months Ended
	Aug. 31, 2011	Oct. 14, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Aug. 31, 2011
Trading Symbol	sggv
Entity Registrant Name	STERLING GROUP VENTURES INC
Entity Central Index Key	0001175416
Current Fiscal Year End Date	--05-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		75,730,341
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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Foreign Currency Risk

3 Months Ended

Aug. 31, 2011

Foreign Currency Risk [Text Block]

Note 6 Foreign Currency Risk The Company is exposed to fluctuations in foreign currencies through amounts held in China in RMB:
- Cash held in trust $30,302 (May 31, 2011 - $43,312) The Company is exposed to fluctuations in foreign currencies through amounts held in Canada in CAD:
- Cash $92,356 (May 31, 2011 - $58,390)

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Recent Accounting Pronouncements

3 Months Ended

Aug. 31, 2011

Recent Accounting Pronouncements [Text Block]

Note 2	Recent Accounting Pronouncements
	The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s consolidated financial statements.
	On June 1, 2011, the Company adopted ASU 2010-13, "Compensation - Stock Compensation (Topic 718)” issued by FASB. This Update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of ASU 2010-13 did not have a material effect on its consolidated financial statements

On June 1, 2011, the Company adopted ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” issued by FASB to clarify the reporting of pro forma financial information related to business combinations of public entities and expand certain supplemental pro forma disclosures. The adoption of ASU 2010-29 did not have a material effect on its consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This ASU is intended to result in convergence between U.S. GAAP and International Financial Reporting Standards (“IFRS”) requirements for measurement of and disclosures about fair value. The amendments are not expected to have a significant impact on companies applying U.S. GAAP. Key provisions of the amendment include: a prohibition on grouping financial instruments for purposes of determining fair value, except when an entity manages market and credit risks on the basis of the entity’s net exposure to the group; an extension of the prohibition against the use of a blockage factor to all fair value measurements (that prohibition currently applies only to financial instruments with quoted prices in active markets); and a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. In addition, for items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. This ASU is effective for interim and annual periods beginning after December 15, 2011. The adoption of this ASU is not expected to have a significant impact on the Company’s fair value measurements, financial condition, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. This ASU will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. The standard does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This standard is effective for interim and annual periods beginning after December 15, 2011. Because this ASU impacts presentation only, it will have no effect on the Company's financial condition, results of operations or cash flows.

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Statement of Stockholders Equity (USD $)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Deficit Accumulated During the Exploration Stage [Member]	Total
Beginning Balance at Jul. 27, 1994
Common stock	$ 1				$ 1
Common stock (Shares)	1
Amount contributed by director		1,881			1,881
Net loss				(7,902)	(7,902)
Ending Balance at May. 31, 2001	1	1,881		(7,902)	(6,020)
Ending Balance (Shares) at May. 31, 2001	1
Net loss				(1,860)	(1,860)
Ending Balance at May. 31, 2002	1	1,881		(9,762)	(7,880)
Ending Balance (Shares) at May. 31, 2002	1
Net loss				(1,360)	(1,360)
Ending Balance at May. 31, 2003	1	1,881		(11,122)	(9,240)
Beginning Balance (Shares) at May. 31, 2003	1
Reverse acquisition	(1)	(1,881)			(1,882)
Reverse acquisition (Shares)	(1)
Issuance of common shares for reverse acquisition	25,000	(23,119)			1,881
Issuance of common shares for reverse acquisition (Shares)	25,000,000
Outstanding common shares of Company prior to acquisition	11,360	(10,883)	(583)		(106)
Outstanding common shares of Company prior to acquisition (Shares)	11,360,000
Issuance of shares for cash pursuant to a private placement - at $0.50	1,766	881,234			883,000
Issuance of shares for cash pursuant to a private placement - at $0.50 (Shares)	1,766,000
Stock-based compensation		368,641			368,641
Net loss				(527,446)	(527,446)
Ending Balance at May. 31, 2004	38,126	1,215,873	(583)	(538,568)	714,848
Ending Balance (Shares) at May. 31, 2004	38,126,000
Issuance of shares for cash pursuant to a private placement - at $0.50	1,950	973,050			975,000
Issuance of shares for cash pursuant to a private placement - at $0.50 (Shares)	1,950,000
Issuance of shares for finder's fee of private placement	102	50,648			50,750
Issuance of shares for finder's fee of private placement (Shares)	101,500
Finders' fees		(50,750)			(50,750)
Issuance of shares for services rendered	100	41,900			42,000
Issuance of shares for services rendered (Shares)	100,000
Net loss				(818,954)	(818,954)
Ending Balance at May. 31, 2005	40,278	2,230,721	(583)	(1,357,522)	912,894
Ending Balance (Shares) at May. 31, 2005	40,277,500
Net loss				(461,201)	(461,201)
Ending Balance at May. 31, 2006	40,278	2,230,721	(583)	(1,818,723)	451,693
Beginning Balance (Shares) at May. 31, 2006	40,277,500
Issuance of shares for finder's fee of private placement	124	21,522			21,646
Issuance of shares for finder's fee of private placement (Shares)	123,690
Finders' fees		(21,646)			(21,646)
Issuance of shares for services rendered	350	48,650			49,000
Issuance of shares for services rendered (Shares)	350,000
Issuance of shares for cash pursuant to a private placement - at $0.15	2,750	409,795			412,545
Issuance of shares for cash pursuant to a private placement - at $0.15 (Shares)	2,750,300
Share issuance costs		(3,687)			(3,687)
Net loss				(864,485)	(864,485)
Ending Balance at May. 31, 2007	43,502	2,685,355	(583)	(2,683,208)	45,066
Ending Balance (Shares) at May. 31, 2007	43,501,490
Revaluation of share purchase warrants		409,525			409,525
Issuance of shares for services rendered at $0.06	324	19,156			19,480
Issuance of shares for services rendered at $0.06 (Shares)	324,685
Net loss				(516,440)	(516,440)
Ending Balance at May. 31, 2008	43,826	3,114,036	(583)	(3,199,648)	(42,369)
Ending Balance (Shares) at May. 31, 2008	43,826,175
Revaluation of share purchase warrants		83,852			83,852
Net loss				(245,405)	(245,405)
Ending Balance at May. 31, 2009	43,826	3,197,888	(583)	(3,445,053)	(203,922)
Ending Balance (Shares) at May. 31, 2009	43,826,175
Revaluation of share purchase warrants		91,704			91,704
Net loss				(213,704)	(213,704)
Ending Balance at May. 31, 2010	43,826	3,289,592	(583)	(3,658,757)	(325,922)
Beginning Balance (Shares) at May. 31, 2010	43,826,175
Issuance of shares for finder's fee of private placement	752	(752)
Issuance of shares for finder's fee of private placement (Shares)	752,500
Issuance of shares for services rendered	350	80,150			80,500
Issuance of shares for services rendered (Shares)	350,000
Issuance of shares for execise of "C" warrants - at $0.18	802	143,498			144,300
Issuance of shares for execise of "C" warrants - at $0.18 (Shares)	801,666
Issuance of shares for cash pursuant to a private placement - at $0.10	20,000	1,980,000			2,000,000
Issuance of shares for cash pursuant to a private placement - at $0.10 (Shares)	20,000,000
Stock-based compensation		1,692,526			1,692,526
Currency translation adjustment			1		1
Net loss				(1,863,448)	(1,863,448)
Ending Balance at May. 31, 2011	65,730	7,185,014	(582)	(5,522,205)	1,727,957
Ending Balance (Shares) at May. 31, 2011	65,730,341
Issuance of shares for services rendered					0
Issuance of shares for acquisition of the subsidiary - at $0.22	10,000	2,190,000			2,200,000
Issuance of shares for acquisition of the subsidiary - at $0.22 (Shares)	10,000,000
Net loss				(143,102)	(143,102)
Ending Balance at Aug. 31, 2011	$ 75,730	$ 9,375,014	$ (582)	$ (5,665,307)	$ 3,784,855
Ending Balance (Shares) at Aug. 31, 2011	75,730,341

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Mineral Properties

3 Months Ended

Aug. 31, 2011

Mineral Properties [Text Block]

Note 3	Mineral Properties
	Summary of mineral properties expenses for the cumulative period from date of inception (July 27, 1994) to August 31, 2011 were incurred and accounted for in the statement of operations

		DXC		Gaoping
		Salt Lake		Phosphate
Summary of mineral property expenditures		Property		Property		Total
From Date of Inception (July 27, 1994) to August 31, 2011
Balance, May 31, 2005	$	-			$	-
Administrative		5,560		-		5,560
Consulting fees		46,629		-		46,629
Engineering studies		26,933		-		26,933
Feasibility study		29,080		-		29,080
Geophysical study		31,114		-		31,114
Legal fees		623		-		623
Topography measurement		32,266		-		32,266
Travel		30,953		-		30,953
Wages and benefits		33,601		-		33,601
Balance, May 31, 2006		236,759		-		236,759
Administrative		5,200		-		5,200
Consulting fees		134,580		-		134,580
Engineering studies		38,063		-		38,063
Mining permit		382,920		-		382,920
Topography measurement		15,001		-		15,001
Legal fees		9,695		-		9,695
Travel		53,262		-		53,262
Wages and benefits		35,687		-		35,687
Balance, May 31, 2007		911,167		-		911,167
Administrative		706		-		706
Consulting fees		60,548		-		60,548
Travel		5,456		-		5,456
Legal fees		11,566		-		11,566
Balance, May 31, 2008		989,443		-		989,443
Administrative		867		-		867
Consulting fees		27,890		-		27,890
Travel		16,959		-		16,959
Legal fees		7,008		-		7,008
Balance, May 31, 2009		1,042,167		-		1,042,167
Balance, May 31, 2010		1,042,167		-		1,042,167
Balance, May 31, 2011		1,042,167		-		1,042,167
Administrative		-		403		403
Consulting fees		-		7,768		7,768
Travel		-		6,940		6,940
Balance, August 31, 2011	$	1,042,167	$	15,111	$	1,057,278

Not included in the table above was a total of $222,227 of costs incurred on other properties which were abandoned during the years ended May 31, 2006, 2007 and 2009.

a) Gaoping Phosphate Property

On October 18, 2010, the Company signed two agreements (the "Agreements") with Chenxi County Hongyu Mining Co. Ltd. ("Hongyu") and its shareholders ("Hongyu Shareholders") regarding the Gaoping phosphate mine (the "GP Property") located in Tanjiachang village, Chenxi County, Hunan Province, China and other phosphate resources in Hunan Province. Hongyu holds a business license and a mining permit in the GP Property which is in effect until November 10, 2014 and covers 42.5 hectares.

The Agreements also require an investment company to be incorporated in Hong Kong (the “Investment Company”) which will be owned 20% by the Hongyu Shareholders and 80% by the Company. The Investment Company will acquire 90% of Hongyu with the other 10% of Hongyu being transferred to the nominees of the Company. Upon completion of this acquisition, Hongyu will become a Hong Kong / China joint venture company and within five business days of the approval of such joint venture company by the appropriate Chinese authorities, the Company will pay RMB 2,000,000 ($310,366) to the Hongyu Shareholders. During the acquisition phase, the Company will ensure that Hongyu’s net assets retain a minimum value of RMB 5,000,000 ($771,545). At any time when requested by the Company, the Hongyu Shareholders agree to sell their 20% interest in the Investment Company to the Company for the issuance of 10,000,000 common shares of the Company’s capital stock to them all subject to the rules and requirements of the US regulatory bodies bearing jurisdiction. If the Company does not complete taking over Hongyu through the Investment Company within three months after signing the Agreements, the Company shall pay RMB 200,000 to the Hongyu Shareholders as down payment.

Pursuant to the Agreements, Hongyu agrees to surrender its future exclusive cooperative rights to the Company, and the Hongyu Shareholders agree that the Company shall have all Hongyu's title and interest in any phosphate properties, including but not limited to the GP Property, and the Company shall arrange for the financing of building a mining and processing plant on the GP Property together with other facilities required for a mining operation thereon.

On October 13, 2010, the Company incorporated the Investment Company called Silver Castle Investments Ltd. (“Silver Castle”) in Hong Kong. The Company paid RMB 200,000 ($30,862) to the Hongyu shareholders as a down payment on December 14, 2010. The Company received all required approvals from Chinese authorities for the completion of its acquisition of Hongyu pursuant to the Agreements dated October 18, 2010. On July 5, 2011, the Company issued 10,000,000 shares to the Hongyu Shareholders with the closing market price of the shares at $0.22 for acquiring the remaining 20% equity interest in Silver Castle from the Hongyu Shareholders. The Company also paid the remaining RMB1,800,000 ($279,576) to Hongyu Shareholders on July 8, 2011 for completion of the transaction. The Company effectively controls 100% of Hongyu through its wholly owned subsidiary, Silver Castle Investments Ltd. which holds 90% of Hongyu with the other 10% held by the nominees of the Company.

The acquisition was treated as an acquisition of assets rather than a business combination because Hongyu does not constitute a business according to the definition of business under FASB ASC Topic 805 “ Business Combinations ”. The acquisition is accounted for based on the cash paid and quoted market price of the Company’s common shares issued as part of the transaction.

There were no liabilities assumed during the acquisition. Details of the purchase consideration and net assets acquired are as follows:

Purchase price:
Cash consideration	$	310,438
Common shares (1)		2,200,000
Transaction costs	$	27,749
	$	2,538,187
Allocated to:
Environmental deposit	$	122,134
Mineral property		3,148,740
Deferred tax liability		(732,687	)
	$	2,538,187

(1) Consideration paid consisted of an aggregate cash payment of RMB2,000,000 ($310,438) and issuance of 10,000,000 shares of common stock at $0.22 per share which was the closing price of the Company’s shares on the date of acquisition.

Incurred in connection with the acquisition were transaction costs of $27,749 which were included as part of the purchase consideration.

As of August 31, 2011, the Company has incurred mineral property costs of $15,111 on this property which have been expensed to the statement of operations.

b) Dangxiongcuo Salt Lake Project

On September 16, 2005, the Company, through its wholly owned subsidiary, Micro Express Holdings Inc. (“Micro”), signed an agreement (the “Mianping Agreement”) for the development of Dangxiongcuo salt lake property (“DXC Salt Lake”) in Nima county of Naqu district in Tibet, China.

Pursuant to the Mianping Agreement, the parties agreed to set up a Cooperative Company, (the “Cooperative”) to develop the DXC Salt Lake. The objective of the Cooperative was to use the funds provided by the Company and the skills and technology provided by the other party to produce lithium carbonate and borate from brine. The Company, through Micro, was to own 65% of the Cooperative. It was anticipated that the total investment in the Cooperative would be approximately 240 million RMB (or approximately US$35 million). The Cooperative Company was never set up. On July 3, 2007, Micro received a letter from the other party to the Mianping Agreement stating that the agreement between Micro and the other party should be deemed terminated as a result of lack of progress in the approval for the establishment of the joint venture company and is considering a lawsuit against the Company and Micro. Micro has responded that the other party’s claim has no legal grounds as the lack of progress is not caused by Micro. There has been no legal action to date and none is expected. By letter dated August 25, 2008, Beijing Mianping Salt Lake Research Institute (“Mianping”) has confirmed that the agreement dated September 16, 2005 was terminated effective July 8, 2008. This agreement was replaced by the agreement with Zhong Chuan International Mining Holdings Co. Ltd. (Zhong Chuan) dated July 8, 2008.

On July 8, 2008, the Company signed an agreement (the "Agreement") with the shareholders of Monte Sea Holdings Ltd. ("Monte Sea Shareholders") and Zhong Chuan to restructure the transactions contemplated under the September 16, 2005 agreement. The parties wish to jointly develop the DXC Salt Lake property and lithium resources in Tibet including an exploration license, and elsewhere (the “Property”), by way of a cooperative joint venture. Monte Sea Shareholders and Zhong Chuan are to provide RMB100,000,000 ($14,584,000) to finance the DXC property to production.
Pursuant to the Agreement, the parties wish to establish a Sino-foreign cooperative joint venture company ("CJV") for the purpose of applying for and holding required approvals, permits and licenses with respect to the development of the Property.
The Parties agree that an operating company ("Opco") will be established in Tibet prior to the establishment of the CJV for the purpose of applying for and holding required approvals, permits and licenses with respect to the development of the Property. The Opco shall hold all such approvals, permits and licenses in trust for the CJV.
Under the Agreement, the CJV will be established within 90 days from date of this Agreement, subject to required regulatory approval and based on a joint venture agreement by way of acquisition of interest in the Opco by Monte Sea Holdings Ltd. (“Monte Sea”), or by way of incorporation under the Chinese laws. Monte Sea shall hold up to 65% but no less than 51% of shares in the CJV. CJV shall own and hold all the Property.
If for any Chinese regulatory or policy reasons, Monte Sea is not permitted to have more than fifty-one percent (51%) interest in the CJV, then the CJV agreement will be revised such that:
(i)	Monte Sea shall have a forty-nine percent (49%) interest in the CJV;
(ii)	Monte Sea shall be entitled to receive returns on its investment in the CJV on a priority and accelerated basis until its investment in the CJV and the Property is fully recovered; and
(iii)	Monte Sea shall be permitted to manage the daily operation of the CJV pursuant to a management agreement to be entered into on terms and conditions satisfactory to the Company.
Upon the Agreement being effective and termination of the agreement dated September 16, 2005, the Company will be repaid RMB6,000,000 (approximately $875,000). As of August 31, 2011, the Company has received $nil in regards to this agreement.
Upon signing of this Agreement and subject to applicable regulatory approval, Monte Sea Shareholders shall subscribe for 5,000,000 units (the "Units") to be issued by the Company at $0.15 per Unit. Each Unit shall consist of one common share in the stock of the Company, and one warrant which shall entitle the Monte Sea shareholders to purchase one common share in the stock of the Company at $0.16 per share within two years from the date of the issuance of the Units. As of August 31, 2011, Monte Sea Shareholders have subscribed for nil units in regards to this agreement.
Subject to applicable regulatory approval, the Company shall cause 200,000,000 shares to be issued to the Monte Sea Shareholders within ten working days from the date transfer of the exploration license to the CJV is approved by the Chinese regulators, in exchange for all the shares then issued and outstanding in the stock of Monte Sea and held by Monte Sea Shareholders (the "Share Exchange"). The Share Exchange may be conducted and completed at an earlier date as long as the Company and Monte Sea Shareholders may agree in writing. This transaction would be accounted for as a reverse acquisition. As of August 31, 2011, the exploration license has not been transferred and no shares have been issued.

Subject to applicable regulatory approval, the Company shall cause 87,910,000 shares in the capital of the Company to be issued to the Monte Sea Shareholders at no additional cost, upon receipt by the CJV of a mining license and such other permits or approvals for the Property, permitting the full exploitation and development of the Property. As of August 31, 2011, no shares were issued in regards to this Agreement.

The Company intends to, when and as required by the CJV, arrange and complete financing for the operation of the CJV.

Zhong Chuan shall, together with Monte Sea Shareholders, provide funds no less than RMB 100,000,000 (or US dollar equivalent thereof) for the purpose of meeting registered capital payment requirements in the registration and operation of the CJV. Zhong Chuan shall keep other Parties informed of any development in the registration of the CJV and transfer of the exploration license.

The application to establish a joint venture has not yet been approved by the regulators in Tibet, China.

As of August 31, 2011, the Company has incurred a total of $1,042,167 in mineral property costs on this property.

The Company received verbal termination of the Agreement with Zhong Chuan in July 2009, as advised by third party legal counsel, at a meeting in Beijing, China. The Agreement, in effect, allows Zhong Chuan to terminate the Agreement if it pays the Company double the amount of funds paid by the Company to date to secure and develop the DXC Project. Zhong Chuan has not paid the required amount anticipated by the Agreement to date. The delay in payment has delayed the termination process. At this point, the termination is incomplete.

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Related Party Transactions

3 Months Ended

Aug. 31, 2011

Related Party Transactions [Text Block]

Note 4	Related Party Transactions
	The Company was charged consulting fees for administrative, corporate, financial, engineering, and management services during the three months ended August 31, 2011 totalling $6,176 (2010: $5,640) by companies controlled by a director of the Company.
	The Company was charged rental fees included in general and administrative expense during the three months ended August 31, 2011 totalling $nil (2010: $1,091) by a company controlled by a director of the Company.
	Cash held in trust at August 31, 2011 includes $30,302 (May 31, 2011: $43,312) held in trust by a director of the Company for Company related expenses.
	Included in accounts payable and accrued liabilities is $519,199 (May 31, 2011: $524,233) which was due to companies controlled by the directors of the Company for their services provided.
	These transactions were measured at the exchange amount which represented the amount of consideration established and agreed to by the related parties.

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Capital Stock

3 Months Ended

Aug. 31, 2011

Capital Stock [Text Block]

Note 5	Capital Stock
	a) Capital Stock
	During the year ended May 31, 2004 and 2005, the Company completed a private placement of 3,716,000 units at $0.50 per unit for total proceeds of $1,858,000. Each unit consists of one common share and one share purchase warrant entitling the holder the right to purchase one common share at $0.75 per share, expiring on February 16, 2006 (the Series “A” Share Purchase Warrants). Upon exercise of the “A” share purchase warrant, an additional share purchase warrant will be granted at $1.00 per share, expiring February 16, 2007 (the Series “B” Share Purchase Warrants). An additional 101,500 units were issued as finders’ fees.
	On December 18, 2004, the Company issued 100,000 shares with a fair value of $42,000 to a consultant for investor relations services for a period of one year.
	During the year ended May 31, 2007, the Company completed a private placement of 2,750,300 units at $0.15 per unit for total proceeds of $412,545. Each unit consists of one common share and one share purchase warrant entitling the holder the right to purchase one common share at $0.18 per share expiring on December 29, 2006 (the Series “C” Share Purchase Warrants). An additional 123,690 units were issued as finders’ fees.
	During the year ended May 31, 2008, the Company issued 324,685 common shares at $0.06 per share to settle accounts payable of $19,480.
	During the year ended May 31, 2011, the Company completed a private placement of 20,000,000 units at $0.10 per unit for total proceeds of $2,000,000. Each unit consists of one common share and one share purchase warrant entitling the holder the right to purchase one common share at $0.15 per share expiring on January 31, 2012 (the Series “D” Share Purchase Warrants). An additional 752,500 units were issued as finders’ fees.
	On May 25, 2011, the Company issued 350,000 shares at a quoted market price of $0.23 each to a consultant for its services.
	On July 5, 2011, Sterling issued 10,000,000 shares to the Hongyu Shareholders with the closing market price of the shares at $0.22 for acquiring the remaining 20% equity interest in Silver Castle from the Hongyu Shareholders (Note 3).
	b) Stock Options
	On April 27, 2011, the Company granted 4,700,000 stock options to employees and consultants at an exercise price of $0.25 each expiring on February 3, 2019. The options were vested immediately.
	During the year ended May 31, 2010, no stock options were granted or exercised.
	The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with weighted average assumptions for grants as follows:

	2011
Risk free interest rate	2.74%
Expected life of options in years	7.83 years
Expected volatility	238.7%
Dividend per share	$0.00

During the year ended May 31, 2011, the weighted average fair value of options granted was $0.25 per share. The Company recognized a total stock based compensation expense of $1,175,000 for options granted and vested using the Black-Scholes option pricing model.

At August 31, 2011, there were 4,700,000 stock options (2010: nil) outstanding and exercisable with an exercise price at $0.25 each expiring on February 3, 2019.

c) Share Purchase Warrants

Changes in share purchase warrants for the period ended August 31, 2011 and year ended May 31, 2011 are summarized as follows:

			Average
	Number of		exercise
	shares		price
Balance, May 31, 2011	24,570,000	$	0.204
Granted	-		-
Exercised	-		-
Expired	-		-
Balance, August 31, 2011	24,570,000	$	0.204

Share purchase warrants outstanding at August 31, 2011:

Series	Number	Price	Expiry Date
"A"	3,817,500	$ 0.50	February 16, 2012
"D"	20,752,500	$ 0.15	January 31, 2012
	24,570,000

Each Series “A” warrant entitles the holder thereof the right to purchase one common share at $0.50 per share expiring on the earlier of:

1)	February 16, 2008; or
2)	The 30th day after the day on which the weighted average trading price of the Company's shares exceeds $0.80 per share for 20 consecutive trading days.

Upon exercise of the Series "A" Share Purchase Warrant at $0.50 each, the holder will receive one Common Share of the Company and a Series "B" Share Purchase Warrant exercisable at $1.00 expiring one year after the occurrence of either (1) or (2) as described above. The Series "A" Share Purchase Warrants were originally issued in 2004 pursuant to a private placement commenced in February 2004.

On February 7, 2008, the Company extended the expiry date of the 3,817,500 Series “A” Share Purchase Warrants from February 16, 2008 to February 16, 2009. The exercise price of the warrants remains unchanged at $0.50 per share. The additional fair value of the 3,817,500 extended life Series “A” Share Purchase Warrants was estimated at $252,989 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 218.52%, risk free interest rates of 2.08% and expected life of one year.

On February 6, 2009, the Company re-extended the expiry date of 3,817,500 Series “A” Share Purchase Warrants from February 16, 2009 to February 16, 2010. The exercise price of the warrants remains unchanged at $0.50 per share. The additional fair value of the 3,817,500 extended life Series “A” Share Purchase Warrants was estimated at $35,593 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 223.36%, risk free interest rates of 0.82% and expected life of one year.

On February 12, 2010, the Company re-extended the expiry date of 3,817,500 Series "A" Share Purchase Warrants from February 16, 2010 to February 16, 2011. The exercise price of the warrants remains unchanged at $0.50 per share. The additional fair value of the 3,817,500 extended life Series “A” Share Purchase Warrants was estimated at $44,283 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 244%, risk free interest rates of 0.56% and expected life of one year.

On February 14, 2011, the Company re-extended the expiry date of 3,817,500 Series "A" Share Purchase Warrants from February 16, 2011 to February 16, 2012. The exercise price of the warrants remains unchanged at $0.50 per share. The additional fair value of the 3,817,500 extended life Series “A” Share Purchase Warrants was estimated at $517,526 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 201%, risk free interest rates of 0.29% and expected life of one year.

On February 7, 2008, the Company extended the expiry date of the 2,873,990 Series “C” Share Purchase Warrants from February 29, 2008 to February 27, 2009. The exercise price of the warrants remained unchanged at $0.18 per share. The additional fair value of the 2,873,990 extended life Series “C” Share Purchase Warrants was estimated at $156,536 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 222.09%, risk-free interest rates of 2.08% and expected life of one year.

On February 6, 2009, the Company re-extended the expiry date of 2,873,990 Series "C" share purchase Warrants from February 27, 2009 to February 26, 2010. The exercise price of the warrants remains unchanged at $0.18 per share. The Series "C" Share Purchase Warrants were originally issued in September 2006 pursuant to a private placement commenced in August 2006. The additional fair value of the 2,873,990 extended life Series “C” Share Purchase Warrants was estimated at $48,259 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 244.01%, risk-free interest rates of 0.82% and expected life of one year.

On February 12, 2010, the Company re-extended the expiry date of 2,873,990 the Series "C" share purchase Warrants from February 26, 2010 to February 16, 2011. The exercise price of the warrants remains unchanged at $0.18 per share. The additional fair value of the 2,873,990 extended life Series “C” Share Purchase Warrants was estimated at $47,421 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 244%, risk-free interest rates of 0.56% and expected life of one year.

During the year ended May 31, 2011, 801,666 Series "C" Share Purchase Warrants with an exercise price of $0.18 per share were exercised for gross proceeds of approximately $144,300. On February 16, 2011, the remaining Series "C" Share Purchase Warrants expired unexercised.

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Statement of Cash Flows (USD $)	3 Months Ended		206 Months Ended
	Aug. 31, 2011	Aug. 31, 2010	Aug. 31, 2011
Cash flows from operating activities
Net loss for the period	$ (143,102)	$ (36,147)	$ (5,665,307)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock compensation expenses	0	0	2,646,248
Depreciation	175	47	9,577
Permit and engineering studies	0	0	150,000
Shareholder information and investor relations	0	0	100,947
Accounting, audit and legal fees	0	0	49,000
Unrealized FV adjustment on cash	(6,205)	(162)	(6,310)
Changes in non-cash working capital items related to operations
GST/HST refundable	2,628	408	(5,289)
Prepaid expenses and other receivable	63,167	0	9,533
Accounts payable and accrued liabilities	(12,069)	24,094	558,688
Net cash used in operating activities	(95,406)	(11,760)	(2,152,913)
Cash flows from investing activities
Advance on investment	0	0	(205,945)
Additions to equipment	(679)	0	(11,439)
Additions to mineral properties	(279,576)	0	(279,576)
Net change in cash held in trust	13,010	(1)	(30,302)
Net cash flows used in investing activities	(267,245)	(1)	(527,262)
Cash flows from financing activities
Net proceeds on issuance of common stock	0	0	4,411,158
Amounts contributed by director	0	0	1,881
Net cash flows provided by (used in) financing activities	0	0	4,413,039
Foreign exchange effect on cash	1,865	162	1,865
Net increase (decrease) in cash	(360,786)	(11,599)	1,734,729
Cash - beginning of period	2,095,515	192,502
Cash - end of period	1,734,729	180,903	1,734,729
Supplemental Information :
Interest	0	0	0
Income taxes	0	0	0
Non-cash Transactions :
Issuance of shares for commission paid to broker for private placement	0	0	147,646
Issuance of shares for services rendered	0	0	171,500
Issuance of shares for settlement of accounts payable	0	0	19,480
Issuance of share purchase warrants for finder's fee paid to broker for private placement	0	0	11,477
Issuance of shares for acquisition of the subsidiary	$ 2,200,000	$ 0	$ 2,200,000

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Nature of Operations and Ability to Continue as a Going Concern

3 Months Ended

Aug. 31, 2011

Nature of Operations and Ability to Continue as a Going Concern [Text Block]

Note 1	Nature of Operations and Ability to Continue as a Going Concern
	Sterling Group Ventures Inc. was incorporated in the State of Nevada on September 13, 2001 and its fiscal year-end is May 31. On January 20, 2004, the Company acquired all of the issued and outstanding shares of Micro Express Ltd. (“Micro”), which was incorporated on July 27, 1994. The business combination was accounted for as a reverse acquisition whereby the purchase method of accounting was used with Micro being the accounting acquirer and the Company being the accounting subsidiary. The cumulative figures are shown on a reverse acquisition basis with respect to the accounting acquirer’s date of inception, July 27, 1994.
	Sterling Group Ventures Inc. (the “Company”) is in the exploration stage. The Company has entered into joint venture agreements to explore and develop mineral properties located in China and has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of amounts from these properties will be dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the joint venture agreements and to complete the development of the properties and upon future profitable production or proceeds from the sale thereof.
	These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown as these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At August 31, 2011, the Company had not yet achieved profitable operations and has accumulated losses of $5,665,307 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.
	These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Micro Express Holdings Inc., Micro Express Ltd., Huyana Ventures Limited, Makaelo Holdings Inc., Makaelo Limited, Silver Castle Investments Limited (“Silver Castle”) and its 100% controlled subsidiary, Chenxi County Hongyu Mining Co. Ltd. ("Hongyu"). All inter-company transactions and account balances have been eliminated.

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Statement of Financial Position (USD $)	Aug. 31, 2011	May 31, 2011
Current Assets
Cash	$ 1,734,729	$ 2,095,515
Cash held in trust	30,302	43,312
GST/HST receivable	5,289	7,917
Prepaid expenses and other receivable	12,020	75,187
Total current assets	1,782,340	2,221,931
Advance on investment	0	55,945
Equipment	1,862	1,358
Environmental deposit	123,808	0
Mineral Properties	3,148,740	0
Total Assets	5,056,750	2,279,234
Current Liabilities
Accounts payable and other accrued liabilities	539,208	551,277
Deferred income tax liability	732,687	0
Total Liabilities	1,271,895	551,277
Stockholders' Equity
Common Stock : $0.001 Par Value Authorized : 500,000,000 Issued and Outstanding : 75,730,341 (2011: 65,730,341)	75,730	65,730
Additional Paid In Capital	9,375,014	7,185,014
Accumulated Other Comprehensive Income (Loss)	(582)	(582)
Deficit accumulated during the exploration stage	(5,665,307)	(5,522,205)
Total Stockholders' Equity	3,784,855	1,727,957
Total Liabilities and Stockholders' Equity	$ 5,056,750	$ 2,279,234