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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2004

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

NEVADA
(State or other jurisdiction of incorporation or organization)

333-97187 72-1535634
(Commission File Number) (IRS Employer Identification No.)

SUITE 900, 789 WEST PENDER STREET  
VANCOUVER, BRITISH COLUMBIA V6C 1H2
   (principal executive offices) (Zip Code)

(604) 290-0008
(Registrant's telephone number, including area code)

12880 Railway Avenue, Unit 35, Richmond, British Columbia, Canada V7E 6G4
(Former name or former address if changed since last report)

ITEM 1. CHANGES IN CONTROL OF REGISTRANT

     On January 20, 2004, as a direct result of the transaction referred to in Item 2 hereof, Raoul Tsakok, and Richard Shao, stockholders of Micro Express Ltd., a British Virgin Islands corporation ("Micro"), became "control persons" of the Registrant as that term is defined in the Securities Act of 1933, as amended.

     The status of Messrs. Tsakok, and Shao as control persons arose from the issuance of 19,000,000 shares of the Registrant's common stock (approximately 52.25 percent of the total issued and outstanding shares) out of a total of 25,000,000 shares of common stock that were issued to the stockholders of Micro (two of whom were Messrs. Tsakok, and Shao) in exchange for all of the stockholders' shares of the Micro common stock. As a result of the exchange, Micro became a wholly-owned subsidiary of the Registrant.

     Additionally, on January 20, 2004, Mr. James M. Hutchinson, the Secretary, Treasurer, Chief Financial Officer and Director of the Registrant resigned all of his positions as an officer and director of the Registrant, and Mr. Brian C. Doutaz, resigned as President and Chief Executive Officer, but retained his position as a director.

     On January 20, 2004, Raoul Tsakok was appointed as a director and assumed the position of Chairman, Richard Shao was appointed as director and President, and Patrick Chan was appointed as director. The three were appointed as directors until the next Annual General Meeting or until their successors are duly appointed or elected.

     The following sets forth certain information concerning each of the Registrant's new directors and executive officers:

      Mr. Raoul N. Tsakok, Chairman. Mr. Tsakok has worked in the Investment Management business for over 30 years. He has been chairman of Sagit Investment Management Ltd since 1987. He has been Chairman of Richco Investors Inc. for almost 10 years. He holds an MBA degree and is a Chartered Financial Analyst (CFA).

      Mr. Xuxin (Richard) Shao, President and Director. Mr. Shao was born and educated in China. He received his degrees from engineering schools in China, specializing in mineral processing. Between his Bachelor and Ph.D. degrees, he held a research engineer position with the Chemical Mines Design and Research Institute of the Ministry of Chemical Industry in Lianyun Harbour, Jiangsu, China. During his graduate studies at the China University of Mining and Technology, he conducted research on phosphate flotation using interfacial, colloidal and solution chemical theories and authored and coauthored more than 50 research reports and publications on this and other related subjects. After receiving his Ph.D. in 1990 from China University of Mining and Technology, Mr. Shao taught as an associate Professor and was acting Department Head in Mineral Processing at the China University of Mining and Technology for six years.

     In 1996, Mr. Shao accepted a position as Research Scientist for the Center for Applied Energy Research at the University of Kentucky in cooperation with the Department of Energy of the US Federal Government. Since 1998, Dr. Shao has worked as an advisor to a number of companies in the evaluation and processing of minerals in North America and China.

      Patrick P. L. Chan B.Comm, C.A. FHKSA, Director. Patrick was born in Hong Kong and graduated from McGill University in Montreal, Quebec in 1977 with a Bachelor of Commerce degree in accounting and finance. He has more than 25 years of accounting and corporate finance experience in both North America and in Asia.

     He was the partner in charge of Coopers and Lybrand Mergers and Acquisitions Group ( now PriceWaterhouse Coopers) and left his practice in Toronto, Canada in 1993 to pursue operational and merchant banking opportunities in Asia and in The Peoples' Republic of China.

     Aside from being a senior member of Coopers and Lybrand, he was also the chief operating officer of an Asia-based public multi-national in consumer products. At present, Patrick is a senior member of the management team of a premier PRC beverage and consumer products company.

Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of January 20, 2004, information concerning ownership of the Registrant's securities by:

- Each person who owns beneficially more than five percent of the outstanding shares of the Registrant's common stock;

- Each director;

- Each named executive officer; and

- All directors and officers as a group.

SHARES BENEFICIALLY OWNED (2)

NAME OF BENEFICIAL OWNER (1) NUMBER   PERCENT  
         
Raoul Tsakok 15,000,000   41.25%  
Richard Shao 4,000,000   11.00%  
Patrick Chan 0   0%  
Brian Doutaz 5,000000   13.75%  
         
All directors and executive officers as a group 24,000,000   66.00%  
       
(1)
   		Unless otherwise indicated, the address for each of these stockholders is c/o Sterling Group Ventures, Inc., Suite 900 – 789 West Pender Street, Vancouver, BC V6C 1H2. Please see Item 5 of this Current Report for information regarding address change. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to the shares of the Registrant's common stock which he or she beneficially owns.
 
(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this Current Report, there were issued and outstanding 36,360,000 shares of the Registrant's common stock.

     There are no arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant.

     There are no arrangements or understandings among members of both the former and the new control groups and their associates with respect to election of directors or other matters.

     The foregoing description of the transactions is qualified in its entirety to the information contained in Item 2 of this Current Report and the full text of the Acquisition Agreement, filed as an exhibit to this Current Report.

ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.

     On January 20, 2004 the Registrant completed the acquisition of all of the issued and outstanding shares of Micro pursuant to an Acquisition Agreement, filed as an exhibit to this Current Report. Pursuant to the transaction, the Registrant issued an aggregate of 25,000,000 shares of the Registrant’s common stock to the stockholders of Micro in exchange for 100% of the shares of Micro common stock. A majority of the shares were issued to Raoul Tsakok (15,000,000 shares), and Richard Shao (4,000,000 shares).

     Micro is a private company which is a party to an agreement with Sichuan Province Mining Ltd, which is 40% held by the Bureau of Sichuan Geology and Resources of the Sichuan Government. Under the terms of the agreement, Micro has the right to acquire at least 75% of the shares of a co-operative joint venture company to be formed and which will hold the necessary mining licenses (5). The business of the joint venture company is to develop the Jiajika spodumene property for the extraction of lithium, lithium salts, and other minerals. The initial capacity of the company is 900,000 tonnes/annum. The spodumene concentrate expected to be produced is 176,000 tonnes/annum and tantalum concentrate is 166 tonnes/annum. The total investment required is estimated at 238 million Chinese Yuan. The initial registered capital is 83 million Chinese Yuan, 35% of the total investment. Sichuan Mining Ltd. will contribute 21 million Chinese Yuan including the mining permits to hold 25% of the JV company. Micro will contribute 62 million Chinese Yuan to hold 75% of the JV company.

     Micro has also signed a letter of intent with Hunan Daoxian County Local Government to develop the lithium/rubidium mine in Daoxian, Hunan Province. The Hunan County will contribute a mining license and earn 10% of the 30 year mining joint venture to be formed. Micro will earn 90% by developing and putting the lithium mine into production.

     The foregoing description of the transactions is qualified in its entirety to the full text of the Capital Stock Exchange Agreement and the Stock Purchase Agreement, filed as exhibits to this Current Report.

ITEM 5. OTHER EVENTS.

     As of January 20, 2004, the Registrant changed its address. The Registrant's new address is Suite 900 – 789 Pender Street, Vancouver, BC V6C 1H2. The Registrant's new telephone number is (604) 290-0008.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

     It is not practicable to file the required historical financial statements of Micro at this time. Accordingly, pursuant to Item 7(a)(4) of Form 8-K, the Registrant will file such financial statements under cover of Form 8-K/A as soon as practicable, but not later than the date that required by applicable law.

(b) Pro forma financial information .

     It is not practicable to file the required pro forma financial information of Micro at this time. Accordingly, pursuant to Item 7(b)(2) of Form 8-K, the Registrant will file such pro forma financial information under cover of Form 8-K/A as soon as practicable, but not later than the date required by applicable law.

(c) Exhibits .

The following exhibits are filed herewith:

EXHIBIT NO. IDENTIFICATION OF EXHIBIT
   
10.1 Acquisition Agreement between the Registrant and Micro Express Ltd., dated January 20, 2004.
   
99.1 Press Release, dated January 22, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 28, 2004.

STERLING GROUP VENTURES, INC.


/s/ Richard Shao
Richard Shao, President

ACQUISITION AGREEMENT

THIS AGREEMENT made effective the 20 th day of January, 2004.

BETWEEN

Sterling Group Ventures, Inc.
a business corporation duly incorporated
under the laws of the state of Nevada with its business address at
12880 Railway Avenue, Unit 35
Richmond, BC V7E 6G4
(“  Sterling Group ”)

AND

Micro Express Ltd.
a private business corporation duly incorporated
under the laws of the British Virgin Islands, with its business address at
Suite 900 – 789 West Pender Street
Vancouver, BC V6C 1H2
(“  Micro Express ”)

WHEREAS:

A.

Sterling Group is a business corporation whose common shares are quoted on the OTC

Bulletin Board

   
B.

Micro Express is a private company which is a party to an agreement with Sichuan Province Mining Ltd, which is 40% held by the Bureau of Sichuan Geology and Resources of the Sichuan Government. Under the terms of the agreement, Micro Express has the right to acquire at least 75% of the shares of a co-operative joint venture company to be formed and which will hold the necessary mining licenses (5). The business of the joint venture company is to develop the Jiajika spodumene property for the extraction of lithium, lithium salts, and other minerals. The initial capacity of the company is 900,000 tonnes/annum. The spodumene concentrate expected to be produced is 176,000 tonnes/annum and tantalum concentrate is 166 tonnes/annum. The total investment required is estimated at 238 million Chinese Yuan. The initial registered capital is 83 million Chinese Yuan, 35% of the total investment. Sichuan Mining Ltd will contribute 21 million Chinese to hold 25% of the JV company. Micro Express will contribute 62 million Chinese Yuan to hold 75% of the JV company.

Micro Express has also signed a letter of intent with Hunan Daoxian County Local Government to develop the lithium/rubidium mine in Daoxian, Hunan Province. The Hunan County will contribute a mining license and earn 10% of the 30 year mining joint venture to be formed. Micro Express will earn 90% by developing and putting the lithium mine into production.

NOW, THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Parties, and intending to be legally bound, the Parties covenant and agree as follows:

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Article One
Shares Exchange Between the Parties

1.1
Subject to the terms and conditions set forth herein, Sterling Group has entered an agreement to acquire 100% of the issued and outstanding shares of Micro Express, This agreement is conditional upon Sterling Group undertaking proper due diligence and is subject to normal regulatory approval.
 
1.2
To effect the transaction under this Agreement, Sterling Group shall issue to Micro Express Shareholders and/or their nominees a total of 25,000,000 common shares of its capital stock immediately upon the execution of this Agreement .
 
1.3

For the avoidance of doubt, the common shares to be issued to Micro Express Shareholders under this Agreement shall be issued to Micro Express Shareholders and/or their nominees according to the ratio and percentage of subscription for shares by such Micro Express Shareholders and/or their nominees.
 

1.4

Micro Express Shareholders shall have the right to appoint directors to the Board of Directors of Sterling Group on the date of execution of this Agreement. Micro Express Shareholders agree to cause such director(s) of Sterling Group to be appointed as director(s) of Micro Express, provided that the majority directors of Micro Express consist of majority directors of Sterling Group, subsequent to the transaction contemplated herein.
 

1.5
Subject to and in accordance with section 1.4, the Parties understand that the number of directors of Sterling Group will be increased to include such business, finance, legal and other professional personnel as required for the operations of the Company.

Article Two
Representations and Warranties of Sterling Group

2.1 Immediately prior to this Agreement, Sterling Group has a total of 11, 360, 000 shares issued and outstanding, all in one class of common shares. In addition, Sterling Group has no options, warrants or other instrument convertible into shares.
 
2.2
Sterling Group represents and warrants to Micro Express Shareholders that Sterling Group is a corporation duly organized, validly existing and in good standing in all aspect under the laws of the state of Nevada.  
 
2.3
Sterling Group represents and warrants that it is in good standing under the SEC rules and has been consistently in compliance with all SEC requirements for its common shares to be and quoted over the counter of the Bulletin Board of NASD.  
 
2.4
Sterling Group represents and warrants that there is no action, claim, lawsuits pending or threatened against Sterling Group. Since the last audited Financial Statements and the unaudited interim financial statements for the third quarter 2003, there has been no change in liabilities or debt or change in circumstances of Sterling Group that has had or which Sterling Group may expect to have material change or adverse effect on the business, affairs and assets of Sterling Group. Sterling Group has no debts, liabilities to any third party other than those expressly disclosed in its audited and unaudited financial

- 2 -

statements referenced hereto. For greater certainty, it has no indebtedness, liabilities or commitment in favour of any third party in respect of any of its business or activities which it pursued prior to this Agreement.

2.5
Sterling Group represents and warrants that neither itself nor any of its current or former directors, officers has been the subject of investigation or any disciplinary action by the SEC for a minimum of three (3) years immediately prior to the execution of this Agreement.
 
2.6
Sterling Group has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; all approval and consent required in respect of the transactions hereunder have been given to and obtained by Sterling Group, and no further consent, approval or action or proceeding on the part of Sterling Group, its shareholders or its directors is required; the execution, delivery and performance of this Agreement by Sterling Group and its directors have been duly and validly approved by Sterling Group, its directors and shareholders pursuant to the Certificate of Incorporation and By-Laws of Sterling Group.
 
2.7
The execution, delivery and performance of this Agreement by Sterling Group will not violate any laws, regulations, rules, provisions or policies, including without limitation, SEC and NASD rules, provisions and policies. Nothing contained and contemplated herein will adversely affect the current and post-transaction listing status and privileges of Sterling Group’s common shares traded Over the Counter Bulletin Board of NASD.
 
2.8
Since the last financial statements, ending on September 30, 2003, there has been no change in circumstances that has had or Sterling Group may expect to have a material adverse effect on the assets, business and affairs of Sterling Group.

Article Three
Representations and Warranties of Micro Express Shareholders

3.1
Micro Express Shareholders are the owners of all the Transferred Shares in the capital stock of Micro Express.
 
3.2
Micro Express is a business corporation duly incorporated in the British Virgin Islands.
 
3.3
Each of Micro Express Shareholders has the full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All approval, consent required in respect of the transaction hereunder have been given and have been obtained by Micro Express Shareholders. No further consent, approval or action or proceeding on the part of Micro Express Shareholders is required.
 
3.4
The transfer and assignment by each of Micro Express Shareholders of the Transferred Shares shall in all aspects be considered as separate transfer and assignment.
 
3.5
Since inception, Micro Express’s business has been operated substantially in accordance with all laws, rules, regulations, orders of competent regulatory authorities, and there has not been
 
  (1)
  
any event or change in circumstances that has had, or which Micro Express Shareholders expect to have, a materials adverse effect on Micro Express or its business;
  
  (2)
any change in liabilities of Micro Express that has had, or which Micro Express Shareholders may expect to have, a material effect on Micro Express or its business;

- 3 -


  (3)
  
any incidence, assumption or guarantee of any indebtedness of Micro Express for borrowed money of Micro Express;
 
  (4)
  
any payments by Micro Express in respect of any indebtedness of Micro Express for borrowed money or in satisfaction of any liabilities of Micro Express;
 
  (5)
  
the creation, assumption or sufferance of the existence of any lien on any assets reflected on Micro Express’s Financial Statements;
 
  (6)
  
any change by Micro Express in its accounting principles, methods or practices in the manner it keeps its books and records;
 
  (7)
  
any distribution, dividend or bonus by Micro Express to any of its respective officers, directors, stockholders or affiliates, or any of their respective affiliates or associates; and
 
  (8)
  
any material capital expenditure or commitment by Micro Express or material sale, assignment, transfer, lease or other disposition of or agreement to sell, assign, transfer, lease or otherwise dispose of any assets or property by Micro Express other than in the ordinary course of business.
 
3.6
Micro Express has the full corporate power and authority to carry on the business presently being carried on by it and as proposed to be carried on by it.
 
3.7
Micro Express holds all licenses, and permits as may be requisite for carrying on its business in the manner in which it has heretofore been carried on.
 
3.8
There has been no change in circumstances which has had or which Micro Express Shareholders may expect to have any adverse effect on the assets, business and affairs of Micro Express.

Article Four
Covenants

4.1 This Agreement shall enter into force and be binding on the Parties as from the date first above written.
 
4.2 The Parties shall cooperate and work with each other in good faith to provide to each other with all information necessary to enable the Parties to complete their respective due diligence.

      Article Five
  Miscellaneous Provisions

5.1
This Agreement shall be governed by and construed in accordance with the laws of the British Columbia and those of Canada applicable thereto.
 
5.2
Any and all disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived there from, shall be first addressed through consultation and/or mediation. Disputes unresolved through consultation and mediation shall be referred to and finally resolved by arbitration under the Rules of and before the International Chamber of Commerce (“ICC”) International Court of Arbitration in Vancouver, Canada, as those rules may be amended and replaced from time to time.

- 4 -


5.3
The arbitration tribunal shall consist of three (3) arbitrators to be named and appointed in accordance with the applicable rules of procedures of the ICC International Court of Arbitration. For the avoidance of doubt, each Sterling Group and Micro Express Shareholders acting jointly shall have the right to name one (1) arbitrator and the chairman and the third arbitrator of the tribunal shall be appointed pursuant to the applicable rules of procedure. The final award of the arbitration tribunal shall be final and binding upon the Parties. The losing Party shall bear and reimburse the prevailing Party costs and expenses associated with the preparation and prosecution of the arbitration and any enforcement proceedings, including attorney fees on solicitor-client basis, unless otherwise directed by the arbitration tribunal or court of competent jurisdiction.
 
5.4

Where the losing Party fails to comply with such order and award, the prevailing Party shall be free to apply to a court of competent jurisdiction for an order of enforcement or such other orders or relief as may be properly granted by the court.
 

5.5

Nothing contained herein will limit or prohibit the rights of either Party to apply to a court of competent jurisdiction for interim protection such as, by way of example, an interim injunction or order enforcing its rights hereunder in a court of competent jurisdiction, prior or subsequent to the arbitration. 
 

5.6
No condoning, excusing or overlooking by a Party of any default, breach or non-observance by the other at any time or times in respect of any covenants, provisions, or conditions of this Agreement shall operate as a waiver of such Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance, so as to defeat in any way the rights of such Party in respect of any such continuing or subsequent default or breach and no waiver shall be inferred from or implied by anything done or omitted by such Party in the absence of an express waiver in writing.
 
5.7
No amendment or other modification of this Agreement will be binding unless executed in writing by the Parties hereto. The Parties shall cooperate in order to comply with all legal and regulatory provisions required to maintain and continue the trading status of the shares of Sterling Group at NASD.
 
5.8
This Agreement and everything contained herein will inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.
 
5.9
This Agreement may be executed in counterparts and by facsimile transmission, each such counterpart together shall constitute a single instrument. Three (3) original copies of such counterparts executed by each Party shall be forth with delivered to all other Parties by registered express mail.
 
5.10
For all purposes, this Agreement shall be deemed to be signed and executed at Vancouver, British Columbia, Canada.
 
5.11
Schedules annexed hereto shall form an integral part of this Agreement.
 
5.12
This Agreement shall enter into force as of the date first above written.

IN WITNESS WHEREOF the Parties have duly executed this agreement.

- 5 -


THE COMMON SEAL of Sterling Group Inc., was )  
hereto affixed in the presence of: )  
  )  
/s/ James Hutchison )  
Authorised Signatory ) c/s
  )  
  )  
_______________ )  
Authorised Signatory )  
     
     
THE SEAL and/or Signature of Micro Express )  
Shareholders were hereto affixed in the presence of: )  
  )  
  )  
/s/ Raoul Tsakok ) c/s
Authorised Signatory )  
  )  
________________ )  
Authorised Signatory )  

 
Schedule I Financial Statements of Sterling Group

Schedule II Financial Statements of Micro Express

 

- 7 -

STERLING GROUP VENTURES INC.

OTC BB Symbol: SGGV January 22, 2004

Sterling Group Acquires Lithium Deposits in China

Sterling Group Ventures Inc. (the “Company”) is pleased to announce that it has signed an agreement to acquire Micro Express Ltd. effective January 20, 2004 and will issue 25 million shares as a result of the transaction. Micro Express has signed one development agreement and two letters of intent to explore and develop 2 other lithium deposits.

Micro Express signed an agreement with Sichuan Province Mining Ltd. to develop the Jiajika lithium property in Kangding County of Sichuan Province, China on September 10, 2003. Sichuan Province Mining Ltd. is partly controlled by the Sichuan Bureau of Geology and Mineral Development of Sichuan Province which has a 40% interest.

The Jiajika lithium property is located 70 km from Kangding County and 440 km from Chengdu city, the capital of Sichuan Province. It is the largest lithium mineral property in China, which is estimated to account for 43.3% of Chinese lithium minerals. The type of deposit is granite pegmatite. The property was explored by Ganzi Geological Brigade, No. 404 Geological Brigade and No. 108 Geological Brigade of Sichuan Province separately from 1959 to 1992. The exploration works include 25,691 meters of drilling and 55,155 m 3 of trenching. There are 74 lithium-bearing veins in the property. The property hosts 1.03 million tonnes of Li 2 O (Lithium oxide) grading 1.28%. Proven reserve is 0.49 million tonnes of Li 2 O according to Chinese audit report conducted by Sichuan Province Minerals Reserve Committee of China. Other reserves in the property include 16,571 tonnes of BeO (Beryllium oxide) with grade 0.048%, 4,628 tonnes of Nb 2 O 5 (Niobium oxide) with grade 0.0127%, and 2,046 tonnes of Ta 2 O 5 (Tantalum oxide) with grade 0.0074%. The contained metal value is estimated at around US $8 billion.

The property is located at 4,370 to 4,460 meters above sea level. The landform is flat and the property can be mined using open pit method. The ratio of overburden is 0.25:1. The lithium rock (spodumene) can be processed easily. Using gravity and magnetic methods, the concentrate containing 6.09% of Li 2 O can be processed and the recovery of Li 2 O is estimated to be 84% according to Beijing Non-ferric Metal Research and Design Institute.

The Company will start revising its feasibility study as well as environmental impact study when the mining permit is issued, which is expected in short order.

On September 15, 2003, a letter of intent was signed with Dao County of Hunan Province of China to develop the Daoxian lithium – rubidium property located at 45 km from Dao County. The exploration works completed include 5,284 meters of drilling and 4,366 m 3 of trenching. The property is estimated to contain 0.39 million tonnes of Li 2 O with grading 0.552%.

The Company is currently evaluating Daoxian project and will take samples for further metallurgical tests.

On December 28, 2003, a second letter of intent was signed with Lushi Guanpo Minerals Development Ltd. (“Lushi”) of Henan Province of China to earn more than 90% of the

project by taking the project into the production. The property is estimated to contain 200,000 tonnes of Li 2 O with grading 1%. The concession is about 100 square km and has a large potential to increase the resources of lithium. The property has excellent infrastructure. The elevation of the property is about 800 meters above sea level. The landform is flat and the property can be mined year round. Currently, Lushi holds three mining permits and has approvals from the Henan provincial government and central government of China.

The Company will start to negotiate the joint venture contract with Lushi immediately. The joint venture Company is expected to be set up early this year in Henan province of China. Lushi will transfer the mining permits to the joint venture Company.

Lithium prices have climbed steadily since the 1970’s mainly because the main industries that use lithium only count it as one small component of the total cost of the products. Also lithium is the lightest of all metals with a density of about half of all metals and a good conductivity of heat and electricity which have lent itself to a variety of increasing applications commercially. The consumption of lithium is only 4 lbs per capita in China compared with 21 lbs in the US. Growth of the lithium market has consistently remained between 2-5% over recent years according to Roskill Information Service and they predict this trend will continue in the future and a bright outlook for lithium. The lithium market is highly concentrated with just a few players such as Australia and Chile and they account for about 51% of world production. Over the past five years, China’s lithium production has declined and is estimated to account for around 14% of world production.

The Company is also pleased to make the following appointments:

Mr. Raoul N. Tsakok as Chairman of Sterling Ventures. Mr. Tsakok has been in the investment management business for over 30 years. He holds an MBA degree and is a Chartered Financial Analyst (CFA).

Mr. Xuxin (Richard) Shao as President of Sterling Ventures. Mr. Shao was born and educated in China. He received his degrees from engineering schools in China, specializing in mineral processing. Between his Bachelor and Ph.D. degrees, he held a research engineer position with the Chemical Mines Design and Research Institute of the Ministry of Chemical Industry in Lianyun Harbour, Jiangsu, China. During his graduate studies at the China University of Mining and Technology, he conducted research on phosphate flotation using interfacial, colloidal and solution chemical theories and authored and coauthored more than 50 research reports and publications on this and other related subjects. After receiving his Ph.D. in 1990 from China University of Mining and Technology, Mr. Shao taught as an associate Professor and was acting Department Head in Mineral Processing at the China University of Mining and Technology for six years.

In 1996, Mr. Shao accepted a position as Research Scientist for the Center for Applied Energy Research at the University of Kentucky in cooperation with the Department of Energy of the US Federal Government. Since 1998, Dr. Shao has worked as an advisor to a number of companies in the evaluation and processing of minerals in North America and China.

Mr. Patrick Chan as Director. Mr. Chan was born in Hong Kong and graduated from McGill University with a Bachelor of commerce degree in accounting and finance. He has more than 25 years of accounting and corporate finance experience in both North America

and in Asia. Besides being a Chartered Accountant (CA), Mr. Chan is also a Fellow of the Hong Kong Society of Accountants (FHKSA). He was the partner in charge of Coopers and Lybrand Mergers and Acquisitions Group (now PriceWaterhouse Coopers) and left his practice in Toronto, Canada in 1993 to pursue operational and merchant banking opportunities in Asia and in The Peoples’ Republic of China. At present, Patrick is a senior member of the management team of a premier PRC beverage and consumer products company. In his career, Mr. Chan has served as a board of director member of listed companies and has provided corporate finance and strategic advice to many North America and Asian based public and private companies.

Mr. James M. Hutchison has resigned as secretary, Chief Financial Officer and director of the Company and Mr. Brian Doutaz has resigned as President and Chief Executive Officer.

SAFE HARBOUR STATEMENT

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information constitutes “forward-looking statements” within the meaning of the Private Securities Litigation reform Act of 1995. Such forward looking statements, including but not limited to those with respect to the price of lithium, niobium, beryllium, and tantalum, the timing and amount of estimated production, costs of production, reserve determination and reserve conversion rates, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, among others, risks relating to the integration of the acquisition, risks relating to international operations, risks relating to joint venture operations, the actual results of current exploration activities, the actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of lithium, beryllium, niobium, tantalum, and other metals, as well as those factors affecting the mineral industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should no place undue reliance on forward-looking statements.

Cautionary Note to U. S. Investors Concerning Estimates of Measure, Indicated, and Inferred Resources and Reserves. Statements regarding reserves have been based on audits conducted under Chinese methods of calculation.

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed)                         
Brian Doutaz, Director

For further information, please check the company website: www.sterlinggroupventures.com or contact:

Raoul Tsakok, Chairman or Richard Shao, President
Phone: (604) 290-0008 Fax: (604) 408-8515