UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):	OMB APPROVAL
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	SEC FILE NUMBER 0-51570
	CUSIP NUMBER 86932E101

¨ Form 10-K    x Form 20-F    ¨ Form 11-K
¨ Form 10-Q    ¨ Form 10-D    ¨ Form N-SAR    ¨ Form N-CSR

For Period Ended: December 31, 2005

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Sutcliffe Resources Ltd.
Full Name of Registrant

625 Howe Street, Suite #420,
Address of Principal Executive Office (Street and Number)

Vancouver, BC, Canada V6C 2T6
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

     Sutcliffe Resources Ltd. (the "Company") is filing this Form 12b-25 with respect to its annual report on Form 20-F for the fiscal year ended December 31, 2005 because it requires additional time to complete the auditor's review of its fiscal year 2005 financial statements pursuant to both Canadian and US GAAP. For fiscal year 2005, the Company elected to engage a nationally recognized auditing firm (BDO Dunwoody) in place of the sole-practitioner auditing firm (Gordon K.W. Gee Ltd.) utilized for fiscal year 2004. The change in auditors for fiscal year 2005 has resulted in additional in-depth reviews of its financial statements and accompanying notes consistent with a first-year audit engagement.

     The Company reasonably believes that it will be able to file its annual report on Form 20-F on or before the fifteenth (15) day following the required filing date (June 30, 2006) as prescribed by Rule 12b-25 of the Exchange Act of 1934.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Laurence Stephenson	604	608-0223
(Name)	(Area Code)	(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Sutcliffe Resources Ltd.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 29, 2006	By:	/s/ Laurence Stephenson
		Laurence Stephenson
	Title:	President and CEO