UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
for the quarterly period ended November 30, 2014.
[ ] 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.) |
802 - 1067 Marinaside Cr., Vancouver, B.C. V6Z 3A4
(Address of principal executive offices) (Zip Code)
(604) 684-1001
(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 has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
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 January 12, 2015.
| Title of each class | Number of shares |
| Common Stock, par value $0.001 per share | 75,730,341 |
1
STERLING GROUP VENTURES, INC.
FORM 10-Q
INDEX
2
| STERLING GROUP VENTURES, INC. |
| CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS |
| November 30, 2014 and May 31, 2014 |
| Stated in U.S. dollars | November 30, 2014 | May 31, 2014 | ||||
| (Unaudited) | (Audited) | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 1,534,773 | $ | 1,673,448 | ||
| GST receivable | 17,131 | 20,116 | ||||
| Prepaid expenses and other receivable | 19,813 | 9,163 | ||||
| Total current assets | 1,571,717 | 1,702,727 | ||||
| Equipment - Note 4 | 131,668 | 151,397 | ||||
| Environmental deposit - Note 3(a) | 128,530 | 126,366 | ||||
| Mineral Properties - Note 3(a) | 3,148,740 | 3,148,740 | ||||
| Total Assets | $ | 4,980,655 | $ | 5,129,230 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current Liabilities | ||||||
| Accounts payable and other accrued liabilities - Note 5 | $ | 447,091 | $ | 456,564 | ||
| Deferred income tax liability | 732,687 | 732,687 | ||||
| Total Liabilities | 1,179,778 | 1,189,251 | ||||
| Stockholders' Equity | ||||||
| Common Stock : $0.001 Par Value - Note 6 | ||||||
| Authorized : 500,000,000 | ||||||
| Issued and Outstanding : 75,730,341 (May 31, 2014: 75,730,341) | 75,730 | 75,730 | ||||
| Additional Paid In Capital - Note 6 | 10,724,416 | 10,724,416 | ||||
| Accumulated Other Comprehensive Loss | (582 | ) | (582 | ) | ||
| Accumulated deficit | (6,998,687 | ) | (6,859,585 | ) | ||
| Total Stockholders' Equity | 3,800,877 | 3,939,979 | ||||
| Total Liabilities and Stockholders' Equity | $ | 4,980,655 | $ | 5,129,230 |
See accompanying notes to consolidated financial statements
3
| STERLING GROUP VENTURES, INC. |
| CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS |
| For the three months and six months ended November 30, 2014 and 2013 |
| (Unaudited) |
| Three months ended November 30, | Six months ended November 30, | |||||||||||
| Stated in U.S. dollars | 2014 | 2013 | 2014 | 2013 | ||||||||
| Expenses | ||||||||||||
| Accounting, audit, legal and professional fees | $ | 14,627 | $ | 23,927 | $ | 52,018 | $ | 46,027 | ||||
| Bank charges | 143 | 125 | 368 | 241 | ||||||||
| Consulting fees - Note 5 | 5,862 | 6,263 | 11,911 | 12,518 | ||||||||
| Depreciation - Note 4 | 11,368 | 11,597 | 22,650 | 23,041 | ||||||||
| Filing fees and transfer agent | 2,382 | 3,874 | 7,068 | 7,499 | ||||||||
| General and administrative | 33 | 192 | 542 | 667 | ||||||||
| Mineral property costs - Note 3 | 41,042 | 45,643 | 75,627 | 140,734 | ||||||||
| Shareholder information and investor relations | 2,160 | 2,074 | 4,309 | 3,774 | ||||||||
| (77,617 | ) | (93,695 | ) | (174,493 | ) | (234,501 | ) | |||||
| Other items | ||||||||||||
| Interest income | 5,698 | 571 | 10,741 | 2,210 | ||||||||
| Foreign exchange gain | 11,411 | 5,556 | 24,650 | 12,152 | ||||||||
| Other income - Note 3(a) | - | - | - | 6,026 | ||||||||
| 17,109 | 6,127 | 35,391 | 20,388 | |||||||||
| Net loss and Comprehensive loss for the period | $ | (60,508 | ) | $ | (87,568 | ) | $ | (139,102 | ) | $ | (214,113 | ) |
| Basic and diluted loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average number of shares outstanding | 75,730,341 | 75,730,341 | 75,730,341 | 75,730,341 | ||||||||
See accompanying notes to consolidated financial statements
4
| STERLING GROUP VENTURES, INC. |
| CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY |
| For the six months ended November 30, 2014 and year ended May 31, 2014 |
| (Unaudited) |
| Deficit | ||||||||||||||||||
| Accumulated | Accumulated | |||||||||||||||||
| Stock | Additional | Other | During The | |||||||||||||||
| Common | Amount At | Paid In | Comprehensive | Exploration | ||||||||||||||
| Stated in U.S. dollars | Shares | Par Value | Capital | Loss | Stage | Total | ||||||||||||
| Balance, May 31, 2013 | 75,730,341 | $ | 75,730 | $ | 10,724,416 | $ | (582 | ) | $ | (6,462,279 | ) | $ | 4,337,285 | |||||
| Net loss for the year | - | - | - | - | (397,306 | ) | (397,306 | ) | ||||||||||
| Balance, May 31, 2014 | 75,730,341 | $ | 75,730 | $ | 10,724,416 | $ | (582 | ) | $ | (6,859,585 | ) | $ | 3,939,979 | |||||
| Net loss for the period | - | - | - | - | (139,102 | ) | (139,102 | ) | ||||||||||
| Balance, November 30, 2014 | 75,730,341 | $ | 75,730 | $ | 10,724,416 | $ | (582 | ) | $ | (6,998,687 | ) | $ | 3,800,877 |
See accompanying notes to consolidated financial statements
5
| STERLING GROUP VENTURES, INC. |
| CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS |
| For the six months ended November 30, 2014 and 2013 |
| (Unaudited) |
| Six months ended November 30, | ||||||
| Stated in U.S. dollars | 2014 | 2013 | ||||
| Cash flows from operating activities | ||||||
| Net loss for the period | $ | (139,102 | ) | $ | (214,113 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||
| Depreciation | 22,650 | 23,041 | ||||
| Foreign exchange | (4,847 | ) | (2,254 | ) | ||
| Changes in non-cash working capital items | ||||||
| GST receivable | 2,985 | (2,943 | ) | |||
| Prepaid expenses and other receivable | (10,489 | ) | 10,439 | |||
| Accounts payable and accrued liabilities | (472 | ) | 959 | |||
| Net cash used in operating activities | (129,275 | ) | (184,871 | ) | ||
| Cash flows from investing activities | ||||||
| Additions to equipment | (397 | ) | (3,903 | ) | ||
| Net cash used in investing activities | (397 | ) | (3,903 | ) | ||
| Cash flows from financing activities | ||||||
| Amounts repaid to a director | (9,003 | ) | (7,034 | ) | ||
| Net cash used in financing activities | (9,003 | ) | (7,034 | ) | ||
| Net decrease in cash and cash equivalents | (138,675 | ) | (195,808 | ) | ||
| Cash and cash equivalents - beginning of period | 1,673,448 | 2,036,805 | ||||
| Cash and cash equivalents - end of period | $ | 1,534,773 | $ | 1,840,997 | ||
| Supplemental Information : | ||||||
| Cash paid for : | ||||||
| Interest | $ | - | $ | - | ||
| Income taxes | $ | - | $ | - | ||
See accompanying notes to consolidated financial statements
6
| Sterling Group Ventures, Inc. |
| Notes to Condensed Interim Consolidated Financial Statements |
| November 30, 2014 |
| (Stated in US Dollars) |
| (Unaudited) |
| 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.
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 unaudited condensed interim 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. The Company incurred a net loss of $139,102 during the period ended November 30, 2014 and, as at that date, had a cumulative loss of $6,998,687 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 condensed interim financial statements should be read in conjunction with the annual audited financial statements of the Company for the fiscal year ended May 31, 2014, included in the Company’s 10-K Annual Report as filed with the United States Securities and Exchange Commission.
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.
| Note 2 | Recent Accounting Pronouncements |
The Company has evaluated all the recent accounting pronouncements and the effect on the Company’s consolidated financial statements.
On June 1, 2014, the Company adopted ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:
7
| Sterling Group Ventures, Inc. |
| Notes to Condensed Interim Consolidated Financial Statements |
| November 30, 2014 |
| (Stated in US Dollars) |
| (Unaudited) |
| Note 2 | Recent Accounting Pronouncements – (cont’d) | |
| º | The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors. | |
| º | Any additional amounts the reporting entity expects to pay on behalf of its co-obligors. | |
Adoption of ASU 2013-04 did not have a material impact on the Company’s consolidated financial statements or disclosures.
On June 1, 2014, the Company adopted ASU 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). ASU 2013-05 updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This guidance resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. Adoption of these changes did not have a material impact on the Company’s consolidated financial statements or disclosures.
On June 1, 2014, the Company adopted ASU 2013-07, Liquidation Basis of Accounting (“ASU 2013-07”). With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. The adoption of ASU 2013-07 did not have a material effect on the Company’s operating results or financial position.
On June 1, 2014, the Company adopted ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"), which sets forth explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The adoption of ASU 2013-11 did not have a material impact on the Company's financial position or results of operations.
On June 1, 2014, the Company adopted ASU 2014-10, Development Stage Entities (“ASU 2014-10”), which intends to remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. Generally Accepted Accounting Principles. In addition, the update eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The adoption of this update had a material impact on the presentation of the Company's financial statements in that the Company will no longer be required to present inception-to-date information on the statements of operations, cash flows and changes in capital deficit.
8
| Sterling Group Ventures, Inc. |
| Notes to Condensed Interim Consolidated Financial Statements |
| November 30, 2014 |
| (Stated in US Dollars) |
| (Unaudited) |
| Note 3 | Mineral Properties |
A summary of mineral properties costs for the cumulative period from the year ended May 31, 2014 to November 30, 2014 were incurred and accounted for in the consolidated statement of operations as follows:
| Gaoping | |||
| Phosphate | |||
| Summary of mineral property expenditures | Property | ||
| Balance, May 31, 2013 | $ | 683,622 | |
| Administrative | 11,583 | ||
| Consulting fees | 34,597 | ||
| Engineering | 50,035 | ||
| Field supplies | 4,513 | ||
| Recording fees | 3,263 | ||
| Technical reports | 36,808 | ||
| Travel & promotion | 27,734 | ||
| Wages and benefits | 69,008 | ||
| Balance, May 31, 2014 | $ | 921,163 | |
| Administrative | 12,359 | ||
| Consulting fees | 14,292 | ||
| Engineering | 2,191 | ||
| Travel & promotion | 18,053 | ||
| Wages and benefits | 28,732 | ||
| Balance, November 30, 2014 | $ | 996,790 |
| 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. The mining permit has been extended to February 10, 2015. Hongyu is currently working on renewal of its mining permit and the Company does not expect any problem on the renewal. | ||
|
The Agreements required an investment company to be incorporated in Hong Kong (the “Investment Company”) which was to be owned 20% by the Hongyu Shareholders and 80% by the Company. On October 13, 2010, the Investment Company was incorporated in Hong Kong under the name Silver Castle Investments Ltd. (“Silver Castle”). Silver Castle acquired 90% of Hongyu and the other 10% of Hongyu was transferred to the nominees of the Company. During the acquisition phase, the Company ensured that Hongyu’s net assets retained a minimum value of RMB 5,000,000 ($771,545). Upon completion of this acquisition, Hongyu became a Hong Kong / China joint venture company. 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. The Company paid RMB 200,000 ($30,934) to the Hongyu shareholders as a down payment on December 14, 2010, the Company also deferred $25,083 of legal fees related to the acquisition of Hongyu. The remaining RMB1,800,000 ($279,504) was paid on July 8, 2011, to complete the transaction, for a total of RMB 2,000,000 ($310,438). |
9
| Sterling Group Ventures, Inc. |
| Notes to Condensed Interim Consolidated Financial Statements |
| November 30, 2014 |
| (Stated in US Dollars) |
| (Unaudited) |
| Note 3 | Mineral Properties – (cont’d) |
| a) |
Gaoping Phosphate Property – (cont’d) |
Pursuant to the Agreements, Hongyu agreed to surrender its future exclusive cooperative rights to the Company, and the Hongyu Shareholders agreed 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 arranged for the financing of building a mining and processing plant on the GP Property together with other facilities required for a mining operation thereon.
When requested by the Company, the Hongyu Shareholders agreed 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. 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. As a result of this 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 was 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 (1) | $ | 310,438 | |
| Common shares (1) | 2,200,000 | ||
| Transaction costs (2) | 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. | |
| (2) |
Incurred in connection with the acquisition were transaction costs of $27,749 which were included as part of the purchase consideration. |
During the three-month and six-month periods ended November 30, 2014, the Company recorded income of $nil (2013: $nil) and $nil (2013: $6,026) through the sale of minerals extracted during the work done for the preparation of production, respectively. The amount was reported as other income in the consolidated statement of operations.
During the three-month and six-month periods ended November 30, 2014, the Company incurred mineral property expenditures of $41,042 (2013: $45,643) and $75,627 (2013: $140,734), respectively. As of November 30, 2014, the Company has incurred total mineral property costs of $996,790 on this property which have been expensed to the statement of operations as disclosed in the table above.
10
| Sterling Group Ventures, Inc. |
| Notes to Condensed Interim Consolidated Financial Statements |
| November 30, 2014 |
| (Stated in US Dollars) |
| (Unaudited) |
| Note 4 | Equipment |
| November 30, 2014 | May 31, 2014 | ||||||||||||||||||
| Accumulated | Net Book | Accumulated | Net Book | ||||||||||||||||
| Cost | Depreciation | Value | Cost | Depreciation | Value | ||||||||||||||
| Computer equipment | $ | 14,142 | $ | 13,516 | $ | 626 | $ | 13,716 | $ | 13,129 | $ | 587 | |||||||
| Automobile | 60,794 | 33,026 | 27,768 | 59,770 | 26,452 | 33,318 | |||||||||||||
| Office equipment | 3,622 | 3,282 | 340 | 3,562 | 2,633 | 929 | |||||||||||||
| Machinery | 166,094 | 63,160 | 102,934 | 163,298 | 46,735 | 116,563 | |||||||||||||
| $ | 244,652 | $ | 112,984 | $ | 131,668 | $ | 240,346 | $ | 88,949 | $ | 151,397 | ||||||||
The depreciation for the period ended November 30, 2014 was $22,650 (2013: $23,041).
| Note 5 | Related Party Transactions |
The Company was charged consulting fees for administrative, corporate, financial, engineering, and management services during the three-month and six-month periods ended November 30, 2014 totalling $5,342 (2013: $5,755) and $10,890 (2013: $11,502) by companies controlled by a director of the Company respectively.
Included in accounts payable and accrued liabilities is $441,122 (May 31, 2014: $450,126) which was due to companies controlled by the directors for their services provided in previous years.
These transactions were measured at the amount of consideration established and agreed to by the related parties.
| Note 6 | Capital Stock |
a) Capital Stock
There was no share issuance during the six-month period ended November 30, 2014 or the year ended May 31, 2014.
b) Stock Options
There were no stock options granted during the six-month period ended November 30, 2014 or the year ended May 31, 2014.
At November 30, 2014, there were 5,200,000 stock options (May 31, 2014: 5,200,000) outstanding and exercisable with an exercise price at $0.25 each expiring on February 3, 2019, with an aggregate intrinsic value of $nil (May 31, 2014: $nil) and a weighted average remaining contractual term of 4.18 years (May 31, 2014: 4.68 years).
11
| Sterling Group Ventures, Inc. |
| Notes to Condensed Interim Consolidated Financial Statements |
| November 30, 2014 |
| (Stated in US Dollars) |
| (Unaudited) |
| Note 6 | Capital Stock – (cont’d) |
c) Share Purchase Warrants
There were no changes in share purchase warrants for the six-month period ended November 30, 2014 and year ended May 31, 2014. At November 30, 2014, there were 24,570,000 share purchase warrants (May 31, 2014: 24,570,000) outstanding and exercisable with weighted average exercise price at $0.204.
Share purchase warrants outstanding at November 30, 2014:
| Series | Number | Price | Expiry Date |
| "A" | 3,817,500 | $ 0.50 | February 17, 2015 |
| "D" | 20,752,500 | $ 0.15 | February 17, 2015 |
| 24,570,000 |
| Note 7 | Foreign Currency Risk |
The Company is exposed to fluctuations in foreign currencies through amounts held in China in RMB: Cash and cash equivalents $560,302 (May 31, 2014 - $552,742).
The Company is exposed to fluctuations in foreign currencies through amounts held in Canada in CAD: Cash $23,429 (May 31, 2014 - $44,503).
The Company is exposed to fluctuations in foreign currencies through amounts held in Hong Kong in HKD: Cash $158 (May 31, 2014 - $268).
| Note 8 | Segment Information |
The Company operates in Canada and China, with operations in the mineral resources sector. The Company’s assets are allocated to each country as follows:
| November 30, 2014 | May 31, 2014 | ||||||||||||||||||
| Canada | China | Total | Canada | China | Total | ||||||||||||||
| Cash and cash equivalents | $ | 90,651 | $ | 1,444,122 | $ | 1,534,773 | $ | 182,102 | $ | 1,491,346 | $ | 1,673,448 | |||||||
| Prepaid expense and receivable | 21,937 | 15,007 | 36,944 | 20,994 | 8,285 | 29,279 | |||||||||||||
| Equipment | 401 | 131,267 | 131,668 | 119 | 151,278 | 151,397 | |||||||||||||
| Environmental deposit | - | 128,530 | 128,530 | - | 126,366 | 126,366 | |||||||||||||
| Mineral properties | - | 3,148,740 | 3,148,740 | - | 3,148,740 | 3,148,740 | |||||||||||||
| $ | 112,989 | $ | 4,867,666 | $ | 4,980,655 | $ | 203,215 | $ | 4,926,015 | $ | 5,129,230 | ||||||||
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes for the year ended May 31, 2014, the financial statements and related notes in this Quarterly Report for the period ended November 30, 2014, the risk factors in our 10K for the year ended May 31, 2014, and all of the other information contained elsewhere in this report.
As used in this quarterly report, the terms “we”, “us”, “our”, “our company”, “Company” and “Sterling” refer to Sterling Group Ventures, Inc. and its subsidiaries, unless otherwise indicated.
Forward-Looking Statements. When used in this Form 10-Q, the words “believe”, “may”, “will”, “plan”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “project”, “estimates”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties, including those set forth below under "Risks and Uncertainties," that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
Overview
Business of Sterling Group Ventures Inc.
Sterling is a natural resource company engaged in acquisition, exploration and development of mineral properties. At present, the Company acquired the Gaoping phosphate Property and is developing the Gaoping phosphate property for the exploration and production of phosphate concentrate. It continues to seek out other projects to add value to the Company.
Gaoping Phosphate Property
On October 18, 2010, Sterling 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 mining permit has temporarily extended to February 10, 2015. Hongyu has currently obtained the approval from Chenxi County, and has also submitted the application to Huaihua City. After obtaining the approval from Huaihua city, Hongyu shall submit the application to the final authority - the Bureau of Land and Resources of Hunan Province. If Hongyu cannot obtain the approval from Huaihua city by the end of January 2015, Hongyu will get the extension of additional three months waiting for the formal mining permit renewal.
The Agreements required an investment company to be incorporated in Hong Kong (the "Investment Company") which was to be owned 20% by the Hongyu Shareholders and 80% by Sterling. On October 13, 2010, the Investment Company was incorporated in Hong Kong under the name Silver Castle Investments Ltd. ("Silver Castle"). Silver Castle acquired 90% of Hongyu and the other 10% of Hongyu was transferred to the nominees of Sterling. During the acquisition phase, Sterling ensured that Hongyu's net assets retained a minimum value of RMB 5,000,000 ($771,545). Upon completion of this acquisition, Hongyu became a Hong Kong / China joint venture company. Sterling received all required approvals from Chinese authorities for the completion of its acquisition of Hongyu pursuant to the Agreements dated October 18, 2010. Sterling paid a total RMB 2,000,000 ($310,438) to the Hongyu Shareholders with RMB 200,000 (US$30,934) paid as down payment on December 14, 2010 and the remaining RMB1,800,000 ($279,504) paid on July 8, 2011 for completion of the transaction.
Pursuant to the Agreements, Hongyu agreed to surrender its future exclusive cooperative rights to Sterling, and the Hongyu Shareholders agreed that Sterling shall have all Hongyu's title and interest in any phosphate properties, including but not limited to the GP Property, and Sterling should 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.
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When requested by Sterling, the Hongyu Shareholders agreed to sell their 20% interest in the Investment Company to Sterling for the issuance of 10,000,000 common shares of Sterling's capital stock. 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. As a result of this transaction, Sterling 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 Sterling.
Sterling through its subsidiary company, Silver Castle Investments Ltd., also signed a letter of intent for a larger area known as Tanjiachang Exploration Concession with Chenxi County Merchants Bureau, Hunan Province, China. Tanjiachang Exploration Concession is surrounding the Gaoping Mining permit.
As a mining license was obtained for the Gaoping Phosphate Property and a Chinese engineering report was completed, Hongyu is making progress on this property as follows. On February 13, 2012, Hongyu received approval for installing the power line for the Gaoping Phosphate Property. Hongyu also reached an understanding for land rental with a local village committee on March 17, 2012. Hongyu signed and completed a land rental agreement with each family in the mining area on March 27, 2012. On April 1, 2012, Hongyu also received conditional safety approval from the Supervision and Management Bureau for Safety Operation of Chenxi County and the project is essentially ready to begin production on a small scale basis to be further ramped up as the development and production plan takes effect. On April 22, 2012, Hongyu signed a mining agreement with the mining contractor, Yichang Rongchang Mining Co. Ltd., to be the operator of the mining and production activities on the project. On June 16, 2012, Hongyu completed power line construction. On July 19, 2012, Hongyu received the explosive operation permit. Accommodations for mining people have been built. An onsite office and accommodations for workers and mining management are complete. The water supply for the mining operation and living quarters is connected to the site. The road to the mining site has been completed. Three adits have been dug and they will be used to access the phosphorite along its strike length.
On March 10, 2013, Hongyu signed a profit sharing agreement with Yichang Baolin Mining Engineering Co. Ltd ("Baolin") for mining and processing phosphate rock from the Project. Baolin has a processing plant using a scrubbing processing which can process up to 100,000 t/a. However, Baolin has also built a new simple washing processing plant near Gaoping property to reduce the transportation cost. Hongyu has also signed an agreement with the Yichang Yinuo Biotech Co. Ltd ("Yinuo") to jointly produce and market bio-phosphate fertilizer. Yinuo has its own microbial inoculants and its fertilizer market brand is Mingxinglinde which is an organic biofertilizer. The aforementioned progress is presented as an interim measure to gauge the ease and efficiency of the mining process together with the efficacy of the contractual arrangements made to produce and market the phosphate rock.
As a substantial decrease of phosphate rock and phosphate fertilizer market pricing has occurred, Hongyu has halted further exploration and development since August 2013 until the world market prices rebound and has kept the property in care and maintenance mode. Such an action preserves the phosphate rock in situ and saves operating capital while world prices for phosphate rock are in a depressed state. The Company's capital contributions to the project were held to a minimum by its contracting the mining and washing functions to Yichang Baolin Mining Engineering Co. Ltd. The mining permit has been extended to February 10, 2015. Hongyu is currently working on renewal of its mining permit for future operations on the property.
The Company has continued the services of several key employees in China to review other mining properties and opportunities. In pursuit of one such opportunity, Hongyu has obtained a registration code from Customs of People's Republic of China for the import and export business which may afford the Company the opportunity to act as an agent or distributor for the importation and exportation of fertilizer products.
As of November 30, 2014, the Gaoping mineral property is still an exploration stage property as it does not yet have proven reserves.
Application of Critical Accounting Policies and Use of Estimates
Our condensed interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ significantly from these estimates under different assumptions or conditions. There have been no material changes to these estimates for the periods presented in this quarterly report.
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We believe that of our significant accounting policies, which are described in Note 2 to our annual financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, the following policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
Basis of Presentation
These consolidated financial statements include the accounts of our Company and our 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 our 100% controlled subsidiary, Chenxi County Hongyu Mining Co. Ltd. ("Hongyu"). All inter-company transactions and account balances have been eliminated.
Interim Reporting
The information presented in the accompanying condensed interim consolidated financial statements is without audit pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in the condensed interim consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, the condensed interim consolidated financial statements follow the same accounting policies and methods of their application as our May 31, 2014 annual consolidated financial statements. All adjustments are of a normal recurring nature. It is suggested that these condensed interim consolidated financial statements be read in conjunction with our May 31, 2014 annual consolidated financial statements.
Operating results for the six months ended November 30, 2014 are not necessarily indicative of the results that can be expected for the year ending May 31, 2015.
Mineral Property Costs
Costs of acquiring mineral properties are capitalized by the project area unless the mineral properties do not have proven reserves. Costs to maintain mineral rights and leases are expensed as incurred. When a property reaches the production state, the related capitalized costs are amortized using the unit of production method on the basis of annual estimates of ore reserves. The Company does not consider a resource property to be at the development stage until such time as either mineral reserve are proven or permits to operate the mineral resource property are received and financing to complete the development has been obtained. Development expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and amortized on the unit of production method based upon estimated proven and probable reserves or resources.
Management reviews the carrying value of mineral properties at least annually and will recognize impairment in value based upon current exploration results, and any impairment or subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. Mineral property exploration costs are expensed as incurred. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities. As of November 30, 2014, the Company did not have proven or probable ore reserves.
Stock-based Compensation
In accordance with ASC Topic 718-10 compensation expenses are amortized on a straight-line basis over the requisite service period which approximates the vesting period rather than as a reduction of taxes paid. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of options and the extension of the expiry date of share purchase warrants previously granted. The Company has estimated the fair value of share purchase warrants and options for the period ended November 30, 2014 and the year ended May 31, 2014 using the assumptions more fully described in Note 6(b) & (c) to the financial statements.
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Foreign Currency Translation
Our functional and reporting currency is U.S. dollars. Our consolidated financial statements are translated to U.S. dollars in accordance with ASC 830, "Foreign Currency Matters". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. We have not, to the date of these condensed interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Use of Estimates
The preparation of condensed interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed interim consolidated financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.
Going Concern
These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. These condensed interim consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary if we are unable to continue as a going concern.
In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the condensed interim consolidated financial statements.
At November 30, 2014, the Company had not yet achieved profitable operations and has accumulated losses of $6,998,687 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.
Results Of Operations
The Company had no operating revenue except interest income of $5,698 for the quarter ended November 30, 2014 compared with interest income of $571 for the quarter ended November 30, 2013. The Company had no operating revenue except interest income of $10,741 and other income of nil for the six months ended November 30, 2014 compared with interest income of $2,210 and other income of $6,026 from the sale of minerals extracted during the work done for the preparation of production for the quarter ended November 30, 2013. The operating loss for the quarter ended November 30, 2014 decreased to $60,508, as compared to $87,568 for the quarter ended November 30, 2013. The operating loss for the six months ended November 30, 2014 decreased to $139,102, as compared to $214,113 for the six months ended November 30, 2013.
Accounting, audit, legal and professional fees decreased by $9,300 for the quarter ended November 30, 2014 when compared to the same period in 2013, and accounting, audit, legal and professional fees increased by $5,991 for the six months ended November 30, 2014 when compared to the same period in 2013.
Foreign exchange gain increased by $5,855 for the three months ended November 30, 2014 when compared to the same period in 2013, while Foreign exchange gain increased by $12,498 for the six months ended November 30, 2014 when compared to the same period in 2013 because of the exchange rate fluctuation among US dollar, Canadian dollar and RMB.
Mineral property costs decreased by $4,601 for the three months ended November 30, 2014 when compared to the same period in 2013, and Mineral property costs decreased by $65,107 for the six months ended November 30, 2014 when compared to the same period in 2013 because developing the Gaoping phosphate property and building the mining facility was paused during the period ended November 30, 2014 since the phosphate market was getting worse.
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The Company expects the trend of losses to continue until we can achieve commercial production at the Gaoping phosphate project, of which there can be no assurance as described in Risk Factors.
Liquidity And Working Capital
As of November 30, 2014, the Company had total current assets of $1,571,717 and total current liabilities of $447,091. As of November 30, 2014, the Company had cash totaling $1,534,773, and a working capital surplus of $1,124,626.
Cash used in operating activities for the six months ended November 30, 2014 was $129,275 as compared to cash used in operating activities for the six months ended November 30, 2013 was $184,871.
The Company has no other capital resources other than the ability to use its common stock to raise additional capital or the exercise of the warrants by the unit holders. If all warrants outstanding are exercised, the Company will receive approximately $5 million in cash. The Company's current cash can meet its short term needs. The cash will be mainly used for mining property exploration and development, general administrative, corporate (accounting, audit, and legal), financing and management.
No other commitments to provide additional funds have been made by management or other stockholders except as set forth above. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover operation expenses. This raises substantial doubt that the Company will be able to continue as a going concern. In order to continue as a going concern, we require additional financing.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to the U.S. Dollar, we conduct our business in Chinese Yuan (RMB) and Canadian Dollar and, therefore, are subject to foreign currency exchange risk on cash flows related to expenses and investing transactions. In July 2005, the Chinese government began to permit the Chinese Yuan to float against the U.S. Dollar. All of our costs to operate our Chinese project are paid in Chinese Yuan and all of our costs to operate our principal executive office in Canada are paid in Canadian dollar. Our mining costs in China may be incurred under contracts denominated in Chinese Yuan or U.S. Dollars. If the Chinese Yuan continues to appreciate with respect to the U.S. Dollar, our costs in China may increase. If the Canadian Dollar were to start appreciating with respect to the U.S. Dollar, our costs in Canada may increase. To date we have not engaged in hedging activities to hedge our foreign currency exposure. In the future, we may enter into hedging instruments to manage our foreign currency exchange risk or continue to be subject to exchange rate risk.
Although inflation has not materially impacted our operations in the recent past, increased inflation in China or Canada could have a negative impact on our operating and general and administrative expenses, as these costs could increase. China has recently experienced inflationary pressures, which could increase our costs associated with our operations in China. If there are material changes in our costs, we may seek to raise additional funds earlier than anticipated.
ITEM 4. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
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b. Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
We have sought to identify what we believe to be the most significant risks to our business. However, we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.
Factors That May Affect Future Results and Market Price of Stock
The business of the Company involves a number of risks and uncertainties that could cause actual results to differ materially from results projected in any forward-looking statement, or statements, made in this report. These risks and uncertainties include, but are not necessarily limited to the risks set forth below. The Company's securities are speculative and investment in the Company's securities involves a high degree of risk and the possibility that the investor will suffer the loss of the entire amount invested.
There is Substantial Doubt About the Company's Ability to Continue as a Going Concern
Sterling is engaged in acquisition, exploration and development of mineral properties. The Company has acquired the Gaoping phosphate properties located in Chenxi County, Hunan Province, China. The Company has not yet achieved profitable operations and is dependent on its ability to raise capital from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. These factors raise substantial doubt that the Company will be able to continue as a going concern.
Lack of Technical Training of Management
The Management of our Company has academic and scientific experience related to mining issues but lacks technical training and experience exploring for, commissioning and operating a mine. With no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to working within this industry. The decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, operations, earnings and the ultimate financial success of the Company could suffer irreparable harm due to management's lack of experience in this industry. The Company has hired an experienced mining engineer.
Exploration Risk
Development of mineral properties is contingent upon obtaining satisfactory exploration results. Mineral exploration and development involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate.
The Gaoping property has been examined in the field by professional geologists/mining engineers. The Company received the National Instrument 43-101 report (Canadian Standard) entitled "Property Evaluation Report" (PER). The production decision announced was based on Chinese Technical Reports and the PER and not based on a Preliminary Economic Assessment (PEA) or mining study (a Prefeasibility or Feasibility Study) of mineral reserves demonstrating economic and technical viability. Resources that are not reserves do not have demonstrated economic viability. There is an increased risk of technical and economic failure because the development decision was based on inferred resources, without a preliminary economic analysis or mining study as defined by NI 43-101. Professional geologists also made an exploration proposal for the Tanjiachang Exploration Concession which is surrounding the Gaoping property which is under letter of intent with Chenxi County Merchants Bureau, Hunan Province, China. There is no assurance that the exploration license for the Tanjiachang Exploration Concession will be issued. There is no assurance that commercial quantities of ore will be discovered on the Tanjiachang Exploration Concession. There is also no assurance that, even if commercial quantities of ore are discovered, the Tanjiachang Exploration Concession will be brought into commercial production. Since 2012, the Central Government made its move to change the mining laws to provincial jurisdiction. The new application process was held. Previously issued licenses are being honored.
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The discovery of mineral deposits is dependent upon a number of factors not the least of which is the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit, once discovered, is also dependent upon a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. In addition, assuming discovery of a commercial ore body and depending upon the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Most of the above factors are beyond the control of the Company.
The properties may need exploration and such exploration processes shall be conducted in phases. When each phase of a particular project is completed, and upon analysis of the results thereto, the Company will make a decision on whether to proceed with each successive phase of the exploration program. There is no assurance that projects will be carried to completion.
Limited Management Resource Development Experience
The Company does not have a track record of exploration and mining operation history. The Company's management has limited experience in mineral resource development and exploitation, and has relied on and may continue to rely upon consultants and others for development and operation expertise. The Company hired an experienced mining engineer.
Limited Financial Resources
Furthermore, the Company has limited financial resources with no assurance that sufficient funding will be available to it for future exploration and development or to fulfill its obligations under current agreements. There is no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects.
Limited Public Market, Possible Volatility of Share Price
The Company's Common Stock is currently quoted on the OTCQB marketplace under the ticker symbol SGGV. As of November 30, 2014, there were 75,730,341 shares of common stock outstanding. There can be no assurance that a trading market will be sustained in the future.
Dependence on Executive Officers and Technical Personnel
The success of our business plan depends on attracting qualified personnel, and failure to retain the necessary personnel could adversely affect our business. Competition for qualified personnel is intense, and we may need to pay premium wages to attract and retain personnel. Attracting and retaining qualified personnel is critical to our business. Inability to attract and retain the qualified personnel necessary would limit our ability to implement our business plan successfully.
Need for Additional Financing
The Company believes it has sufficient capital to meet its short-term cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. However, if losses continue, it may have to seek loans or equity placements to cover longer-term cash needs to continue operations and expansion.
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover operation expenses. If future operations are unprofitable, it will be forced to develop another line of business, or to finance its operations through the sale of assets it has, or enter into the sale of stock for additional capital, none of which may be feasible when needed. The Company has no specific management ability or financial resources or plans to enter any other business as of this date.
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Dilution to the Existing Shareholders
The Company has no other capital resources other than the ability to use its common stock to raise additional capital or the exercise of the warrants by the unit holders, which will significantly dilute the Company's stockholders.
Market Risk and Political Risks
The Company does not hold any derivatives or other investments that are subject to market risk. The carrying values of any financial instruments, approximate fair value as of those dates because of the relatively short-term maturity of these instruments, which eliminates any potential market risk associated with such instruments.
The market in China is monitored by the government, which could impose taxes or restrictions at any time which would make operations unprofitable and infeasible and cause a write-off of investment in the mineral properties. Other factors include political policy on foreign ownership, political policy to open the doors to foreign investors, and political policy on mineral claims and metal prices.
The disruptions in the financial markets and economic conditions have adversely affected the US and the world economy. Turmoil in global credit markets and turmoil in the geopolitical environment in many parts of the world have adversely affected global economic conditions. There can be no assurances that government responses to the disruptions in financial markets will restore investor confidence and economic activity. This could affect our ability to raise capital. Additionally, the uncertain economic environment may cause farmers to use less fertilizer to cut costs, which will adversely affect the demand for phosphate. A similar situation occurred in 2008 leading to a sharp decline in phosphate prices. The Hongyu's phosphate deposit is located in China which, as a result of its operations, exposes the Company to political and market risks in China. Exports of phosphate rock are currently subject to an export tax due to domestic phosphate requirements.
Other Risks and Uncertainties
The business of mineral deposit exploration and development involves a high degree of risk. Few properties that are explored are ultimately developed into production. Other risks facing the Company include competition, reliance on third parties and joint-venture partners, environmental and insurance risks, political and environmental instability, statutory and regulatory requirements, fluctuations in mineral prices and foreign currency, share price volatility, title risks, and uncertainty of additional financing.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits beginning on page 22 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
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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/ Christopher Tsakok | |
| Christopher Tsakok, Chairman and Chief Executive Officer | |
| Date: January 13, 2015 | |
| /s/ Richard Shao | |
| Richard Shao, President and Chief Financial Officer | |
| Date: January 13, 2015 |
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INDEX OF EXHIBITS
| Exhibit | |
| Number | Description |
| 3.1 | Articles of Incorporation of the Company, (filed as Exhibit 3.1 to the Company's Registration Statement on Form SB-2 filed on July 26, 2002, and incorporated herein by reference). |
| 3.2 | Bylaws of the Company (filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed on July 26, 2002, and incorporated herein by reference). |
| 4.1 | Specimen stock certificate (filed as Exhibit 4.1 to the Company's Registration Statement on Form SB-2 filed on July 26, 2002, and incorporated herein by reference). |
| 10.1 | Acquisition Agreement between the Company and Micro Express Ltd., dated January 20, 2004. (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on January 29, 2004, and incorporated herein by reference). |
| 10.2 | Joint Venture Contract between Micro Express Ltd. .(the Company’s wholly subsidiary) and Sichuan Province Mining Ltd., dated April 5, 2005 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on April 11, 2005, and incorporated herein by reference). |
| 10.3 | Agreement for Development of DXC Salt Lake Property between Micro Express Holdings Inc. .(the Company’s wholly subsidiary) and Beijing Mianping Salt Lake Research Institute, dated September 16, 2005 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on September 21, 2005, and incorporated herein by reference). |
| 10.4 | Agreement for Termination of Joint Venture between Micro Express Ltd. and Sichuan Province Mining Ltd., dated March 3, 2006 (Filed as Exhibit 10.1 to the Company's current report on Form 8- K filed on March 6, 2006, and incorporated herein by reference). |
| 10.5 | Agreement between the Company, Zhong Chuan International Mining Holding Co., Ltd. , and shareholders of Monte Sea Holdings Ltd., dated July 8, 2008 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on July 15, 2008, and incorporated herein by reference). |
| 10.6 | Agreement between the Company, Hongyu Mining Co., Ltd. , and shareholders of Hongyu Mining Co., Ltd., dated October 18, 2010 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on October 21, 2010, and incorporated herein by reference). |
| 10.7 | Letter of Intent between the Company and Shimen County Merchants Bureau, dated November 10, 2010 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on November 16, 2010, and incorporated herein by reference). |
| 10.8 | Agreement for Termination of Joint Venture between the Company, Micro Express Holdings Inc. and Beijing Mianping Salt Lake Research Institute, dated October 31, 2011 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on November 3, 2011, and incorporated herein by reference). |
| 14.1 | Code of Ethics. ( Filed as Exhibit 14.1 to the Company's Annual report on Form 10-K filed on August 28, 2009, and incorporated herein by reference) |
| 31.1 | |
| 31.2 | |
| 32.1 | |
| 32.2 | |
| 99.1 | Audit Committee Charter. (Filed as Exhibit 99.1 to the Company's Annual report on Form 10-K filed on August 28, 2009, and incorporated herein by reference) |
| 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. |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Tsakok, certify that:
| 1. |
I have reviewed this Quarterly Report on Form 10-Q of Sterling Group Ventures, Inc.; | |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. |
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. |
The registrant 's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) |
Evaluated the effectiveness of the registrant 's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) |
Disclosed in this report any change in the registrant 's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant 's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant 's internal control over financial reporting; and | |
| 5. |
The registrant 's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant 's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |
| a) |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
| b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. | |
| By: | /s/ Christopher Tsakok | |
| Christopher Tsakok | ||
| Chairman & CEO (Principal Executive Officer) | ||
| Date: January 13, 2015 |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard (Xuxin) Shao, certify that:
| 1. |
I have reviewed this Quarterly Report on Form 10-Q of Sterling Group Ventures, Inc.; | |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. |
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. |
The registrant 's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) |
Evaluated the effectiveness of the registrant 's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) |
Disclosed in this report any change in the registrant 's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant 's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant 's internal control over financial reporting; and | |
| 5. |
The registrant 's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant 's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |
| a) |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
| b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. | |
| By: | /s/ Richard (Xuxin) Shao | |
| Richard (Xuxin) Shao | ||
| President & CFO | ||
| Date: January 13, 2015 |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sterling Group Ventures, Inc. (the "Company") on Form 10-Q for the quarter ended November 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the " Report"), I, Christopher Tsakok, as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
| 1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Christopher Tsakok | |
| Christopher Tsakok | ||
| Chairman & CEO (Principal Executive Officer) | ||
| Date: January 13, 2015 |
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sterling Group Ventures, Inc. (the "Company") on Form 10-Q for the quarter ended November 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the " Report"), I, Richard (Xuxin) Shao, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
| 1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Richard (Xuxin) Shao | |
| Richard (Xuxin) Shao | ||
| President & CFO | ||
| Date: January 13, 2015 |