6-K

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2006

Commission File Number: 000-51570

SUTCLIFFE RESOURCES LTD.
(Translation of registrant's name into English)

420-625 Howe Street, Vancouver
British Columbia, Canada V6C 2T6
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1	Alternative Monthly Report dated March 10, 2006
99.2	Notice of the meeting and record dated March 20, 2006
99.3	Material Change Report dated February 10, 2006
99.4	Notice dated March 22, 2006
99.5	Letter from successor auditor dated March 22, 2006
99.6	Letter from former auditor dated March 22, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sutcliffe Resources Ltd.
	(Registrant)
Date: March 31, 2006	By:	/s/ Laurence Stephenson
		Laurence Stephenson
	Title:	Chairman, President & CEO

EX-99.1

REPORT FILED BY ELIGIBLE INSTITUTIONAL INVESTOR
UNDER PART 4 OF NATIONAL INSTRUMENT 62-103

Re: SUTCLIFFE RESOURCES LTD. (the “Issuer”)

(a)	Name and Address of Eligible Institutional Investor:
	Firebird Global Master Fund, Ltd. c/o Citco Fund Services (Cayman Islands) Limited Corporate Centre West Bay Road P.O. Box 31106 SMB Grand Cayman Cayman Islands, British West Indies
(b)	Net increase or decrease in Investor’s holdings of securities since the last report:
	N/A
(c)	The designation and number or principal amount of securities and the Investor’s security holding percentage in the class of securities at the end of the month for which the report is made:
	The Investor reports that the aggregate number of securities of the Issuer held by the Investor and its joint actors, namely Firebird Avrora Fund, Ltd. and Firebird New Russia Fund, Ltd., at the end of February 2006 is 2,000,000 common shares and 2,000,000 warrants to acquire the same number of common shares in the share capital of the Issuer. Out of the 2,000,000 common shares and 2,000,000 warrants, 1,000,000 common shares and 1,000,000 warrants are held by the Investor, 500,000 common shares and 500,000 warrants are held by Firebird Avrora Fund, Ltd., and 500,000 common shares and 500,000 warrants are held by Firebird New Russia Fund, Ltd.
	The 2,000,000 common shares held by the Investor and its joint actors represent approximately 6.07% of all outstanding common shares of the Issuer.
	In addition, assuming the exercise by the Investor and its joint actors of the above- mentioned warrants to acquire additional common shares of the Issuer, the Investor’s and its joint actors’ total security holding in the share capital of the Issuer would be 4,000,000 common shares representing approximately 11.44% of the outstanding common shares of the Issuer, including the common shares deemed to be acquired pursuant to the exercise of warrants.

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(d)	Number and percentage of outstanding securities referred to in paragraph (c):
	(i)	over which the Investor, alone or together with joint actors, has ownership and control:
		See item (c ) above.
	(ii)	over which the Investor, alone or together with joint actors, has ownership but control is held by an entity other than the Investor or the joint actor:
		N/A
	(iii)	over which the Investor, alone or together with joint actors, has exclusive or shared control but does not have ownership:
		N/A
(e)	Purpose of acquiring or disposing of the securities:
	The securities were acquired for passive financial investment purposes. The Investor and its joint actors may, from time to time, acquire additional securities of the Issuer, may continue to hold its present position or may dispose of its securities.
(f)	General nature and material terms of any agreements (“Agreements”), other than lending arrangements, with respect to the securities entered into by the Investor or any joint actor, and the Issuer or any other entity in connection with any transaction or occurrence resulting in the change of ownership or control giving rise to this report, including Agreements with respect to the acquisition, holding, disposition or voting of any the securities:
	Subscription Agreements for Units entered into by each of the Investor and its joint actors, subscribing for 2,000,000 units of the Issuer on a prospectus-exempt basis. Each unit consists of one common share and one common share purchase warrant of the Issuer. Each full warrant will entitle the holder thereof to acquire one common share of the Issuer at a price of $0.75 for a period of two years following the closing date.
(g)	Names of any joint actors:
	Firebird Avrora Fund, Ltd.
	Firebird New Russia Fund, Ltd.
(h)	Any change in any material fact since last report:
	N/A

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(i)	Statement
	The Investor is eligible to file this report under Part 4 of National Instrument 62-103 with respect to the Issuer.

DATED this 10^th day of March, 2006.

	FIREBIRD GLOBAL MASTER FUND, LTD.
Per:	(s) James Passin
Name:	James Passin
Title:	Director

EX-99.2

	Computershare Trust Company of Canada
	510 Burrard Street, 3rd floor
	Vancouver, BC V6C 3B9
	Tel: 604.661.9400
	Fax: 604.661.9401

March 20, 2006

Dear Sirs:	All applicable Exchanges and Commissions
Subject:	SUTCLIFFE RESOURCES LTD.

We advise the following with respect to the upcoming Meeting of Shareholders for the subject Corporation:

1.	Meeting Type	: Annual General and Special Meeting
2.	CUSIP/Class of Security entitled to receive notification	: 86932E101/CA86932E1016/COMMON
3.	CUSIP/Class of Security entitled to vote	: 86932E101/CA86932E1016/COMMON
4.	Record Date for Notice	: 25 Apr 2006
5.	Record date for Voting	: 25 Apr 2006
6.	Beneficial Ownership determination date	: 25 Apr 2006
7.	Meeting Date	: 25 May 2006
8.	Meeting Location	: Vancouver BC

Yours Truly

Linda Kelly
Meeting Specialist
Computershare Investor Services Inc.
3rd Floor, 510 Burrard Street
Vancouver, B.C. V6C 3B9
Tel: 604.661.9400 Ext 4083
Fax: 604.661.9401

EX-99.3

MATERIAL CHANGE REPORT

1.	Name and Address of Reporting Issuer:
	Sutcliffe Resources Ltd. ("Sutcliffe") 420, 625 Howe Street Vancouver, B.C. V6C 2T6
2.	Date of Material Change:
	February 10, 2006
3.	News Release
	A press release disclosing the details outlined in this Material Change Report was issued by Sutcliffe on February 10, 2006 and disseminated through the facilities of a recognized news service and would have been received by the securities commissions where Sutcliffe is a "reporting issuer" in the normal course of its dissemination.
4.	Summary of Material Change:
	On February 10, 2006, Sutcliffe announced that it completed a private placement of 4,768,500 units at a price of $0.55 per unit for total gross proceeds of $2,622,675. Each unit consists of one common share and one share purchase warrant which is exercisable to acquire an additional common share at a price of $0.75 per share for a period of two years from the closing of the private placement.
5.	Full Description of Material Change:
	On February 10, 2006, Sutcliffe announced that it completed a private placement of 4,768,500 units at a price of $0.55 per unit for total gross proceeds of $2,622,675. Each unit consists of one common share and one share purchase warrant which is exercisable to acquire an additional common share at a price of $0.75 per share for a period of two years from the closing of the private placement.
	All securities issuable under the private placement are subject to a four month hold period and are subject to restrictions on resale prior to June 15, 2006.
	The funds raised will be used as a reserve for asset acquisition investigation and for general corporate purposes.
	In connection with the private placement, the Company will pay finder’s fees totaling $50,517 to Blackmont Capital Inc., Carl Jones and Zevtec Canada Inc.
6.	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:
	Not applicable.
7.	Omitted Information:
	Not applicable.

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8.	Executive Officer:
	The name and business numbers of the executive officer of Sutcliffe who is knowledgeable of the material change and this report is:
	Laurence Stephenson, President Telephone: (604) 608-0223 Facsimile: (604) 608-0344
9.	Date of Report: February 10, 2006

Copy to: TSX Venture Exchange

EX-99.4

EX-99.5

	BDO Dunwoody LLP	600 Cathedral Place
	Chartered Accountants and Advisors	925 West Georgia Street
		Vancouver, BC, Canada V6C 3L2
		Telephone: (604) 688-5421
		Telefax: (604) 688-5132
		E-mail: vancouver@bdo.ca
		www.bdo.ca

Direct Line: (604) 443-4706
E-mail: ddejersey@bdo.ca
05-16378

DELIVERED VIA SEDAR

March 22, 2006

The Securities Commission or similar regulatory authority in each of the provinces of Canada.

Dear Sirs:

Re: Change of Auditor of Sutcliffe Resources Ltd. (the “Company”)

We acknowledge receipt of a Change of Auditors Notice (the “Notice”) dated March 22, 2006 given by the Company to ourselves and Gordon K. W Gee Ltd.

Based on our information as of this date, we agree with the statements set out in the Notice.

Yours truly,

Chartered Accountants

DdJ/sh

EX-99.6

GORDON K.W. GEE
Chartered Accountant	#601 - 325 Howe Street Vancouver, BC V6C 1Z7
An Incorporated Professional	Telephone: (604) 689 - 8815 Facsimile: (604) 689 - 8838
	Email: gkwg@telus.net

22 March 2006

The Securities Commission or
Similar regulatory authority in each of the provinces of Canada

DELIVERED VIA SEDAR

Dear Sirs:

Re: Sutcliffe Resources Ltd. (the "Company")

Pursuant to Section 4.11, Paragraph (5)(a)(ii)(B) of National Instrument 51-102, I hereby confirm my agreement with the information contained in the Change of Auditor Notice sent to me by the Company dated on 22 March, 2006. This confirmation is based on our knowledge of the information to date.

Yours sincerely,

Gordon K.W. Gee

GKWG/ ss