Sungro Minerals Inc. (Form: S-1, Received: 02/25/2008 06:01:59)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2008

Registration No. 333-___________

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

FORM S-1

Registration Statement
Under the Securities Act of 1933

SUNGRO MINERALS INC.
(Exact name of Registrant as specified in its charter)

Nevada
(State or Other Jurisdiction of Incorporation or Organization)

1040
(Primary Standard Industrial Classification Code Number)

98-0546544
(I.R.S. Employer
Identification No.)

Suite 2008
7445 - 132 ^nd Street
Surrey, British Columbia
Canada V3W 5S8
Telephone No.: (604) 681-3611
(Address and telephone number of principal executive office)

Business First Formations, Inc.
3990 Warren Way
Reno, Nevada
USA 89509
Telephone No.: (775) 338-2598
(Name, address and telephone number of agent for service)

Copies of all communications, including all communications sent
to the agent for service, should be sent to:

Fraser and Company LLP
999 West Hastings Street, Suite 1200
Vancouver, British Columbia
Canada V6C 2W2
Telephone No.: (604) 669-5244
Facsimile No.: (604) 669-5791

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer r	Accelerated filer r
Non-accelerated filer r	Smaller reporting company [x]
(Do not check if a smaller reporting company)

Calculation Of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common	4,750,000	$0.10	$475,000	$18.67

Up to 4,750,000 shares of our common stock may be sold by the selling shareholders to the public at a fixed price of $0.10 per share until such time as the shares of our common stock are quoted on the NASD Over-the-Counter Bulletin Board ("OTCBB") or listed on an exchange. Although we intend to apply for quotation of our common stock on the OTCBB, public trading of our common stock may never materialize. If our common stock becomes quoted on the OTCBB, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The Company hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Company shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

(COVER CONTINUED ON FOLLOWING PAGES)

Prospectus, Subject to Completion, Dated ________________ , 2008

Sungro Minerals Inc.
4,750,000 shares of Common Stock at $0.10 per share

This prospectus relates to the resale, from time to time, of up to 4,750,000 shares of our common stock by the selling shareholders named in the "Selling Shareholders" section of this prospectus. Sungro Minerals Inc. will not receive any proceeds from this offering and has not made any arrangements for the sale of these securities. See "Risk Factors" commencing on page 2 for a full discussion of the risks involved in this offering.

	Offering Price	Commissions	Proceeds to Selling Shareholders
Per Share	$0.10	n/a	$0.10
Total	$475,000	n/a	$475,000

The information in this prospectus is not complete and may be changed. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

This prospectus is not an offer to sell our securities and it is not soliciting an offer to buy our securities in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus. Any representation to the contrary is a criminal offence.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	6
THE OFFERING	6
SUMMARY FINANCIAL INFORMATION	7
RISK FACTORS	8
FORWARD-LOOKING STATEMENTS	11
USE OF PROCEEDS	12
DETERMINATION OF OFFERING PRICE	12
DILUTION	12
SELLING SHAREHOLDERS	13
PLAN OF DISTRIBUTION	16
LEGAL PROCEEDINGS	19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	19
Executive Officers And Directors	19
Executive Compensation	20
Summary Compensation Table Long-Term Compensation Awards	20
Significant Personnel	21
Committees Of The Board Of Directors	21
Code Of Ethics	21
Involvement In Certain Legal Proceedings	21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
DESCRIPTION OF CAPITAL STOCK	22
Common Stock	22
Preferred Stock	23
Dividend Policy	23
Share Purchase Warrants	23
Options	23
Convertible Securities	23
Nevada Anti-Takeover Laws	23
Combinations With Interested Stockholders	23
INTERESTS OF NAMED EXPERTS AND COUNSEL	23
LEGAL MATTERS	24
EXPERTS	24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	24
No Public Market For Common Stock	24
New Rule 144	24
Penny Stock Regulation	25
Holders	25
Dividends	25
Disclosures of Commission Position on Indemnification for Securities Act Liabilities	25
TRANSACTIONS WITH RELATED PERSONS	25

	Page
BUSINESS	26
History And Organization	26
Property Option Agreement	26
Summary Report on Properties	27
Recommended Exploration Program	27
Geological Exploration Program	27
Canadian Mining Law	28
Location, Access, Topography and Climate	28
History of the Property	29
Previous Work	29
Current Work	29
Conclusions and Recommendations	29
Geological And Technical Staff	30
Competitive Factors	30
Location Challenges	30
Regulations	30
Environmental Factors	31
Employees	31
PLAN OF OPERATIONS	31
Results Of Operations For Period Ending November 30, 2007	33
Liquidity And Capital Resources	33
Description Of Property	33
AVAILABLE INFORMATION	33
INDEX TO FINANCIAL STATEMENTS	35

You should rely only on the information contained in this prospectus and in any accompanying prospectus supplement. We have not, and the Selling Shareholders have not, authorized anyone to provide you with information different from the information contained in this prospectus. The information in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs.

Prospectus Summary

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "RISK FACTORS" section, the financial statements and the notes to the financial statements. As used throughout this prospectus, the terms "Sungro", the "Company", "we," "us," and "our" refer to Sungro Minerals Inc. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated.

Sungro Minerals Inc. was incorporated under the laws of the State of Nevada on August 10, 2007. In connection with the organization of our Company, the founding shareholder of our Company contributed an aggregate of $5,000 cash in exchange for a total of 5,000,000 shares of common stock. We have not commenced active business operations. As of the date hereof, all our cash has been raised from the issuance of securities. We are a "shell company" as defined under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

We are an exploration stage company that recently acquired our mineral property. Presently, our business plan is to explore for minerals on our mineral property. Our only property (the "Chevron Property" or "Chevron Claims") consists of three mineral claims covering 1,132.97 hectares (2,799.63 acres) located in the Tatsamenie Lake area, 87 miles (140 km) south of the town of Atlin Lake, in northern British Columbia. We intend to explore for gold, silver and copper on our property. There can be no assurance that valuable gold, silver or copper deposits exist on our property until proper geological work and analysis is performed. Our property has no proven or probable mineral reserves. We have a Property Option Agreement to acquire a 100% interest in and to three mineral claims called the Chevron Property by paying a total of $100,000 in cash over four years to Mr. Carl von Einsiedel, the registered owner of the Chevron Claims. As of the date hereof, $2,438 (CAD$2,500) has been paid to Mr. von Einsiedel. Further, we are required to maintain the claims in good standing with the Mineral Titles Branch of British Columbia. The claims will expire on June 20, 2009, unless we spend at least $4,532 (CAD$4,532) on the claims and file an assessment report with the B.C. Mineral Titles Branch before June 20, 2009, or by paying approximately $4,532 to the B.C. Mineral Titles Branch before June 20, 2009. The Chevron Property is subject to a 2% Net Smelter Royalty interest payable to Mr. von Einsiedel. We may purchase in the aggregate up to 50% of the NSR interest (representing a 1% NSR) for $1,000,000 at any time.

Our administrative office is located at 7445 - 132 ^nd Street, Suite 2008, Surrey, British Columbia, Canada, V3W 5S8, telephone (604) 681-3611. Our registered office is located at 999 West Hastings Street, Suite 1200, Vancouver, British Columbia, Canada V6C 2W2. Our fiscal year end is November 30.

The Offering

	Securities Being Offered		Up to 4,750,000 shares of our common stock held by the selling shareholders named in this prospectus.
	Offering Price and Plan of Distribution		The selling shareholders named in this prospectus will sell the 4,750,000 shares of our common stock offered under this prospectus at an offering price of $0.10 per share unless the offered shares are quoted on the over-the-counter bulletin board. We intend to apply to the over-the-counter bulletin board to allow for the trading of our common stock when we become a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of our stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling

			shareholders named in this prospectus.
	Minimum number of Shares to be sold in this Offering		None.
	Securities issued and to be issued		9,750,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the 4,750,000 shares to be sold under this prospectus will be sold by existing shareholders.
	Use of Proceeds		We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Summary Financial Information
	As of Fiscal Year Ended November 30, 2007
Balance Sheet Data:
Working Capital		$	73,605
Total Assets		$	91,769
Total Liabilities		$	18,164
Shareholder's Equity		$	73,605

Statement of Operations Data:
Revenue			NIL
Total Expenses		$	26,395
Net Income (Loss)		($	26,395	)

INVESTMENT IN OUR COMPANY INVOLVES SIGNIFICANT RISKS BECAUSE OUR MINERAL CLAIMS ARE AT THE EXPLORATION STAGE AS OPPOSED TO THE DEVELOPMENT STAGE. OUR MINERAL CLAIMS DO NOT HAVE A KNOWN BODY OF COMMERCIAL ORE. THE COMPANY WILL NOT BE RAISING ANY FUNDS IN THIS OFFERING. THE COMPANY WILL USE AVAILABLE WORKING CAPITAL TO CONDUCT A PHASE 1 EXPLORATION PROGRAM, CONSISTING OF MAPPING AND PROSPECTING AT AN ESTIMATED COST OF $15,000 (CAD$15,000) AND A PHASE 2 PROGRAM CONSISTING OF A GROUND GEOPHYSICAL SURVEY AT AN ESTIMATED COST OF $15,000 TO $20,000. IF FAVOURABLE RESULTS ARE OBTAINED FROM PHASE 1 AND PHASE 2, A PHASE 3 SELECTIVE DRILLING PROGRAM WILL BE CONDUCTED. WE CANNOT ANTICIPATE THE COST FOR PHASE 3 UNTIL AFTER PHASE 1 IS COMPLETED. WE PRESENTLY HAVE THE FUNDS TO CONDUCT ONLY PHASE 1. WE DO NOT HAVE THE FUNDS TO CONDUCT PHASE 2 AND PHASE 3. WE WILL NEED TO RAISE ADDITIONAL MONEY BY PRIVATE PLACEMENTS TO MEET ANY FUTURE FUNDING REQUIREMENTS. WE ARE ALSO CONSIDERED

A SHELL COMPANY AS DEFINED BY RULE 405 OF THE SECURITIES ACT AND EXCHANGE ACT RULE 12B-2 BECAUSE WE HAVE NOMINAL OPERATIONS AND NOMINAL ASSETS.

Risk Factors

There is no assurance that our business will be profitable. We must conduct exploration to determine what amount, type and quality of minerals, if any, existing on our property. We do not claim to have any reserves whatsoever at this time on any of our claims. An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.

We are a recently organized business and you cannot evaluate the investment merits of our Company because we have no operating history.

Our Company is only recently organized with no operating history, which makes it difficult to evaluate the investment merits of our Company. Our Company was organized on August 10, 2007 and is a start-up company. We have no operating history and we do not have any business prior to our organization. As of November 30, 2007, we incurred total expenses of $26,395.

We may not be able to continue as a going concern if we do not obtain additional financing.

Because of our lack of sufficient funds and short operating history incurring only expenses, and no revenues, our independent accountants' audit report states that there is substantial doubt about our ability to continue as a going concern. Our independent auditor in their audit report have stated that we incurred only losses since our inception raising substantial doubt about our ability to continue as a going concern. Therefore, our ability to continue as a going concern is highly dependent upon obtaining additional financing for our planned operations. As of the date hereof, all our cash has been raised from the issuance of securities.

If we do not obtain additional financing, our business will fail because we cannot fund our planned exploration program.

In order for us to perform any further exploration program, we will need to obtain additional financing. As of November 30, 2007, we had cash in the amount of $91,769. We currently do not have any operations and we have no income. Our business plan calls for incurring additional expenses in connection with magnetic and radiometric surveys, systematic surface sampling and a drilling campaign, which would define the targets acquired during the geophysical surveys and sampling campaign. We have sufficient funds only to carry out this first phase of our exploration program. We do not have the funds to conduct a further exploration program, if one is called for. We are not reserving any of our cash for additional exploration programs. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place the Chevron Claims into commercial production. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market price for gold, silver, copper, base and precious metals and the cost of exploring for these minerals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Because our sole executive officer and director does not have formal training specific to the mining industry, there is a higher risk our business will fail.

Mr. Mal Bains, our sole executive officer and director, does not have any formal training as a geologist, or in the technical aspects of management of a company specializing in mining and exploration for base and precious metals. With no direct formal training in these areas, our management may not be fully aware of the specific technical requirements related to working within this industry. Mr. Bains has no business

experience with exploration companies, his decisions and choices may not take into account standard exploration or mining approaches commonly used in the industry. As a result of this inexperience, there is a higher risk of our being unable to complete our business plan for the exploration of our mineral claims. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry our planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk of business failure.

Because our sole executive officer and director has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Mr. Mal Bains, our sole executive officer and director, is also a principal of M. Bains Financial Inc., a private British Columbia consulting company providing insurance broker and financial services. Because we are in the early stages of our business, Mr. Bains devotes approximately 10 to 15 hours per week to our affairs. If the demands of our business require the full business time of Mr. Bains, he is prepared to adjust his timetable to devote up to 20 hours a week. However, Mr. Bains may not be able to devote sufficient time to the management of our business, as and when needed. It is possible that the demands of Mr. Bains' other business interests will increase with the result that he would no longer be able to devote sufficient time to the management of our business. Competing demands on Mr. Bains' time may lead to a divergence between his interests and the interests of other shareholders.

We are highly dependent on our senior management. The loss of our sole executive officer could hinder our ability to pursue our stated plan of operation and obtain debt or equity financing, if and when required.

We believe that our continued success depends to a significant extent upon the efforts and abilities of our senior management and in particular Mal Bains, our sole executive officer and director. Mr. Bains has worked in the financial industry for 16 years. We believe that the loss of Mr. Bains' business and management experience could hinder our ability to pursue our stated plan of operation and obtain debt or equity financing, if and when required.

We have no known mineral resources and if we cannot find any mineral resources we may have to cease operations.

We have no measured mineral bodies. If we do not find a mineral body or bodies containing valuable minerals or metals or if we cannot conduct further exploration of any minerals, either because we do not have money to do it or because it is not economically feasible to do it, we may have to cease operations and you will loose your investment.

Our sole asset is a Property Option Agreement and if we fail to make the required payments on a timely basis, we will lose the right to acquire a 100% interest in and to the Chevron Property.

Under the Property Option Agreement we have a right and option to acquire a 100% interest in and to the Chevron Claims by paying a total of $100,000 (CAD$100,000) in cash over a four year period to Mr. Carl von Einsiedel. The failure of our Company to make any cash payments within the contractual time limit will allow Mr. von Einsiedel to terminate the Agreement. If the Agreement is terminated, we will lose all rights to the Chevron Property, including any payments previously made to Mr. von Einsiedel. The Property Option Agreement is our sole asset and if we lose the contractual rights to acquire the Chevron Property, we will have no assets and you may lose all your investment.

Title to the Chevron Claims is registered in the name of Mr. Carl von Einsiedel and he may transfer title to third parties without our knowledge.

The Property Option Agreement only gives us a right to acquire a 100% interest in and to the Chevron Claims by fulfilling our obligations under the contract. We cannot prevent Mr. von Einsiedel from transferring the Chevron Property to third parties. A third party has no way of knowing that we have rights to the Chevron Property since ownership is registered in the name of Mr. von Einsiedel at the Minerals Title Office of British Columbia. If the Chevron Property is transferred to third parties we may have to litigate in order to determine our ownership rights. There is no way of knowing if Mr. von Einsiedel will or has transferred the property to third parties. Our only protection is our contractual rights under the Agreement.

Weather interruptions in the province of British Columbia may affect and delay our proposed exploration operations and as a result, there may be delays in generating revenues.

Our proposed exploration work can only be performed approximately three months out of the year. This is because the climate of our claims area is defined as sub-arctic, and the only direct access to our claims is by helicopter. The average temperature during summer months is 59 ^o F (15 ^o C) and during winter months it is -11.2 ^o F (-24 ^o C). Poor weather conditions make it impossible for us to actually make it to the property, which will delay the generation of possible revenues by us.

Since we are subject to compliance with government regulation, which may change, the anticipated costs of our exploration program may increase.

There are several governmental regulations that materially restrict mineral exploration or exploitation. We will be subject to the Mining Act of British Columbia as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

Risks associated with this Offering

Because we have nominal assets, we are considered a "shell company" and will be subject to more stringent reporting requirements.

The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Our balance sheet states that we have cash as our only asset therefore, we are defined as a shell company. The new rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans. However, the new rules do not prevent us from registering securities pursuant to registration statements. Additionally, the new rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. We must file a current report on Form 8-K containing the information required pursuant to Regulation S-K and in a registration statement on Form 10, within four business days following completion of the transaction together with financial information of the private operating company. In order to assist the SEC in the identification of shell companies, we are also required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company. To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company. The SEC adopted a new Rule 144 effective February 15, 2008, which makes resales of restricted securities by shareholders of a shell company more difficult. See discussion under heading "New Rule 144" below.

Because our sole executive officer and sole director, Mr. Mal Bains, controls approximately 51% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. Mal Bains are inconsistent with the best interests of other stockholders.

Mr. Mal Bains, our sole executive officer and sole director, controls approximately 51% of our issued and outstanding shares of common stock. The interests of Mr. Bains may not be, at all times, the same as that of other shareholders. Since Mr. Bains is not simply a passive investor but is also our sole executive, his interests as an executive may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. Bains exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our board of directors. Also, Mr. Bains will have the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including the merger of Sungro with or into another company, the sale of all or substantially all of our assets and amendments to our articles of incorporation. This concentration of ownership with Mr. Bains may also have the effect of delaying, deferring or preventing a change in control of Sungro, which may be disadvantageous to minority shareholders.

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

The selling shareholders are offering 4,750,000 shares of our common stock through this prospectus. Our common stock is presently not traded or quoted on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is quoted will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. The outstanding shares of common stock covered by this prospectus represent 48.7% of the common shares outstanding as of the date of this prospectus.

Because there is no public trading market for our common stock, you may not be able to resell your shares.

Our Company plans to have its shares quoted on the NASD OTC Bulletin Board. There are no assurances that we will be successful in listing our shares. There is currently no public trading market for our common stock. Therefore there is no central place, like a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale. Therefore, you may not be able to resell your shares.

Re-sale restrictions for British Columbia residents and other Canadian residents may limit the ability of our shareholders to sell their securities.

Selling shareholders, who are residents of British Columbia, have to rely on an exemption from prospectus and registration requirements of B.C. securities laws to sell their shares, which are being registered for resale by this prospectus. Selling shareholders have to comply with B.C. Securities Commission's BC Instrument 72-502 "Trade In Securities of U.S. Registered Issuers" to resell their shares. BC Instrument 72-502 requires, among other conditions, that B.C. residents hold the shares for four months and limit the volume of shares sold in a 12-month period. (See "Canadian Securities Law"). These restrictions will limit the ability of the B.C. residents to resell the securities in the United States and therefore, may materially affect the market value of your shares. Residents of other Canadian provinces have to rely on available prospectus exemptions to re-sell their securities and if no exemptions can be relied upon, then the shareholders may have to hold the securities for an indefinite period of time. Shareholders of other Canadian provinces should consult with independent legal counsel to determine the availability and use of prospectus exemptions to re-sell their securities.

Forward-Looking Statements

Some of the statements under the "Prospectus Summary," "Risk Factors," "Plan of Operations," "Business" and elsewhere in this prospectus constitute forward-looking statements. These statements

involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievement expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "intend", "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus.

Use Of Proceeds

We will not receive any proceeds from the sale of common shares offered in this prospectus by our selling shareholders.

Determination Of Offering Price

The $0.10 per share offering price of our common shares by which our selling shareholders will sell their shares prior to the quotation of the Company's shares on the NASD OTC Bulletin Board ("OTCBB") was arbitrarily chosen based on our internal assessment of what the market would support. Our President, Mal Bains, purchased 5,000,000 of our common shares at a price of $0.001 per share on August 15, 2007. The offering price of our shares is substantially higher than the price paid by our founder, and exceeds the per share value of our net tangible assets. Therefore, if you purchase shares in this offering, you will experience immediate and substantial dilution.

You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities, if the need for additional financing forces us to make such sales. Investors should be aware of the risk of judging the real or potential future market value, if any, of our common stock by comparison to the offering price.

There is no established public market for the shares of common stock being registered. As a result, the offering price and other terms and conditions relative to the shares of common stock offered hereby have been arbitrarily determined by us and do not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent, third party has been consulted concerning the offering price for the shares or the fairness of the price used for the shares.

We intend to apply to the OTCBB to allow the quotation of our common stock upon us becoming a reporting entity under the Securities Exchange Act of 1934. We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus forms a part. If our common stock becomes so quoted and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling shareholders

The selling shareholders named in this prospectus are offering 4,750,000 shares of common stock acquired by the selling shareholders from us in offerings that were exempt from registration under Regulation S of the Securities Act of 1933 and completed on September 18, 2007.

The term "selling shareholders" includes donees, pledges, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling shareholder as a gift, pledge or other non-sale related transfer.

Based on information provided to us by the selling shareholders, the following table provides information as of February 22, 2008, regarding the number of shares of our common stock held by each of the selling shareholders as of the date hereof, including: (1) the total number of shares that are to be offered by each; (2) the percentage owned by each prior to the offering; (3) the percentage owned by each upon completion of the offering; and (4) the identity of the beneficial holder of any entity that owns the shares.

Except as disclosed in the table below, to the best knowledge of management of the Company, the named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

None of the selling shareholders

(i) has had a material relationship with us or any of our affiliates other than as a security holder at any time within the past three years; or

(ii) has ever been one of our officers or directors.

Except as disclosed in the table below, none of our selling shareholders are broker-dealers or affiliates of broker-dealers.

	Name and Address of Selling Shareholders	Shares Beneficially Owned Prior to the Offering				Total Shares Offered by this Prospectus ⁽¹⁶⁾	Shares Beneficially Owned After the Offering
		Number		Percent			Number	Percent
1	Harjinder Bagry Richmond, BC	118,750		1.2%		118,750	0	0%
2	Amrik Bahd Richmond, BC	237,500	⁽¹⁾	2.4%	⁽¹⁾	118,750	0	0%
3	Karn Bahd Richmond, BC	237,500	⁽¹⁾	2.4%	⁽¹⁾	118,750	0	0%
4	Rasphal Bahd Richmond, BC	118,750	⁽¹⁾	1.2%	⁽¹⁾	118,750	0	0%
5	Iqbal Bains Richmond, BC	237,500	⁽²⁾	2.4%	⁽²⁾	118,750	0	0%
6	Nerinder Bains Richmond, BC	237,500	⁽²⁾	2.4%	⁽²⁾	118,750	0	0%
7	Ranjeet Bains Richmond, BC	118,750	⁽²⁾	1.2%	⁽²⁾	118,750	0	0%

	Name and Address of Selling Shareholders	Shares Beneficially Owned Prior to the Offering				Total Shares Offered by this Prospectus ⁽¹⁶⁾	Shares Beneficially Owned After the Offering
		Number		Percent			Number	Percent
8	Baljeet Brar Abbotsford, BC	118,750		1.2%		118,750	0	0%
9	Parvin Dhudwal Vancouver, BC	118,750		1.2%		118,750	0	0%
10	Ranjeet Grewal Richmond, BC	237,500	⁽³⁾	2.4%	⁽³⁾	118,750	0	0%
11	Harjinder Jassal Vancouver, BC	237,500	⁽⁴⁾	2.4%	⁽⁴⁾	118,750	0	0%
12	Sandeepika Jassal Vancouver, BC	237,500	⁽⁴⁾	2.4%	⁽⁴⁾	118,750	0	0%
13	Gurpreet Jhutty Richmond, BC	118,750		1.2%		118,750	0	0%
14	Melvin Johal Surrey, BC	237,500	⁽⁵⁾	2.4%	⁽⁵⁾	118,750	0	0%
15	Shinder Johal Surrey, BC	237,500	⁽⁵⁾	2.4%	⁽⁵⁾	118,750	0	0%
16	Kelli Julien Delta, BC	118,750		1.2%		118,750	0	0%
17	Jusver Kaur Surrey, BC	118,750		1.2%		118,750	0	0%
18	Parween Kaur Richmond, BC	237,500	⁽³⁾	2.4%	⁽³⁾	118,750	0	0%
19	Sunita Kumar Surrey, BC	118,750		1.2%		118,750	0	0%
20	Vinod Kumar Surrey, BC	118,750		1.2%		118,750	0	0%
21	Konica Nagpal Delta, BC	237,500	⁽⁶⁾	2.4%	⁽⁶⁾	118,750	0	0%
22	Sankalp Nagpal Delta, BC	237,500	⁽⁶⁾	2.4%	⁽⁶⁾	118,750	0	0%
23	Charanjit Patel Vancouver, BC	237,500	⁽⁷⁾	2.4%	⁽⁷⁾	118,750	0	0%
24	Lal Patel Vancouver, BC	237,500	⁽⁷⁾	2.4%	⁽⁷⁾	118,750	0	0%
25	Jagjit Rakhra Abbotsford, BC	237,500	⁽⁸⁾	2.4%	⁽⁸⁾	118,750	0	0%
26	Sukhdip Rakhra Abbotsford, BC	237,500	⁽⁸⁾	2.4%	⁽⁸⁾	118,750	0	0%
27	Leah Rigby Richmond, BC	118,750		1.2%		118,750	0	0%

	Name and Address of Selling Shareholders	Shares Beneficially Owned Prior to the Offering				Total Shares Offered by this Prospectus ⁽¹⁶⁾	Shares Beneficially Owned After the Offering
		Number		Percent			Number	Percent
28	Gurdish Sidhu Vancouver, BC	237,500	⁽⁹⁾	2.4%	⁽⁹⁾	118,750	0	0%
29	Sharanjit Sidhu Vancouver, BC	237,500	⁽⁹⁾	2.4%	⁽⁹⁾	118,750	0	0%
30	Sarbjeet Singh Surrey, BC	118,750		1.2%		118,750	0	0%
31	Kulbir Uppal Richmond, BC	118,750		1.2%		118,750	0	0%
32	Paul Uppal Delta, BC	118,750		1.2%		118,750	0	0%
33	Balwinder Virk Surrey, BC	237,500	^{(10) (14)}	2.4%	^{(10) (14)}	118,750	0	0%
34	Gurdarshan Virk Langley, BC	237,500	^{(11) (15)}	2.4%	^{(11) (15)}	118,750	0	0%
35	Gurinder Virk Abbotsford, BC	237,500	^{(12) (15)}	2.4%	^{(12) (15)}	118,750	0	0%
36	Kirndeep Virk Surrey, BC	237,500	^{(13) (14)}	2.4%	^{(13) (14)}	118,750	0	0%
37	Kulwinder Virk Langley, BC	237,500	^{(11) (15)}	2.4%	^{(11) (15)}	118,750	0	0%
38	Narvinder Virk Abbotsford, BC	237,500	^{(12) (15)}	2.4%	^{(12) (15)}	118,750	0	0%
39	Prubhjit Virk Surrey, BC	237,500	^{(13) (14)}	2.4%	^{(13) (14)}	118,750	0	0%
40	Surinder Virk Surrey, BC	237,500	^{(10) (14)}	2.4%	^{(10) (14)}	118,750	0	0%
	Total					4,750,000

(1) Amrik Bahd is the father of Karn Bahd and husband of Rasphal Bahd. The beneficial ownership of shares by Amrik Bahd and Rasphal Bahd may be attributable to the other party's respective holdings, and the number of shares owned and percentage ownership of Amrik Bahd includes shares owned by Rasphal Bahd and vice versa. Amrik Bahd and Rasphal Bahd have no beneficial interest in the shareholdings of Karn Bahd, neither does Karn Bahd have a beneficial interest in the shareholdings of Amrik Bahd and Rasphal Bahd.

(2) Iqbal Bains is the husband of Nerinder Bains and the brother of Ranjeet Bains. The beneficial ownership of shares by Iqbal Bains and Nerinder Bains may be attributable to the other party's respective holdings, and the number of shares owned and percentage ownership of Iqbal Bains includes shares owned by Nerinder Bains and vice versa. Iqbal Bains and Nerinder Bains have no beneficial interest in the shareholdings of Ranjeet Bains, neither does Ranjeet Bains have a beneficial interest in the shareholdings of Iqbal Bains and Nerinder Bains.

(3) Ranjeet Grewal is the husband of Parween Kaur. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Ranjeet Grewal includes shares owned by Parween Kaur and vice versa.

(4) Harjinder Jassal is the husband of Sandeepika Jassal. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Harjinder Jassal includes shares owned by Sandeepika Jassal and vice versa.

(5) Melvin Johal is the husband of Shinder Johal. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Melvin Johal includes shares owned by Shinder Johal and vice versa.

(6) Konica Nagpal is the husband of Sankalp Nagpal. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Konica Nagpal includes shares owned by Sankalp Nagpal and vice versa.

(7) Charanjit Patel is the husband of Lal Patel. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Charanjit Patel includes shares owned by Lal Patel and vice versa.

(8) Jagjit Rakhra is the wife of Sukhdip Rakhra. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Jagjit Rakhra includes shares owned by Sukhdip Rakhra and vice versa.

(9) Gurdish Sidhu is the spouse of Sharanjit Sidhu. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Gurdish Sidhu includes shares owned by Sharanjit Sidhu and vice versa.

(10) Balwinder Virk is the wife of Surinder Virk. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Balwinder Virk includes shares owned by Surinder Virk and vice versa.

(11) Gurdarshan Virk is the spouse of Kulwinder Virk. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Gurdarshan Virk includes shares owned by Kulwinder Virk and vice versa.

(12) Gurinder Virk is the wife of Narvinder Virk. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Gurinder Virk includes shares owned by Narvinder Virk and vice versa.

(13) Kirndeep Virk is the wife of Prubhjit Virk. As such, beneficial ownership of each such party may be attributed to the other party, and the number of shares owned and percentage ownership of Kirndeep Virk includes shares owned by Prubhjit Virk and vice versa.

(14) Balwinder Virk and Prubhjit Virk are brothers. Each of them and their respective spouse does not have a beneficial interest in the other party's shareholdings.

(15) Gurdarshan Virk and Narvinder Virk are brothers. Each of them and their respective spouse does not have a beneficial interest in the other party's shareholdings.

(16) Shares offered by this Prospectus do not include shares deemed beneficially held by the selling shareholders.

Plan Of Distribution

Summary

We have agreed to register for public resale our common shares, which have been issued to the selling shareholders. This offering will terminate on the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The selling shareholders will receive all of the net proceeds from their sales. Prior to having its shares quoted on OTCBB, the selling shareholders may, from time to time, sell all or a portion of the shares of common stock of our Company, which they own at $0.10 per share. After the shares of the Company are quoted for trading on the OTCBB, the selling shareholders may sell their shares at the then market prices on the OTCBB or privately negotiated prices, which may be less than or greater than $0.10 per share. Presently, the selling shareholders cannot sell their common stock of our Company in accordance with new Rule 144 under the Securities Act because we are defined as a "shell company".

The selling shareholders may sell their shares of common stock of our Company directly to purchasers or may use brokers, dealers, underwriters or agents to sell such shares. Brokers or dealers may receive commissions, discounts or concessions from a selling shareholder or, if any such broker or dealer acts as agent for the purchaser of such shares, from a purchaser in amounts to be negotiated. Such compensation may, but is not expected to, exceed that which is customary for the types of transactions involved.

The selling shareholders and any brokers, dealers or agents that participate with the selling shareholders in sales of their shares of common stock of our Company may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such brokers, dealers or agents and any profit on the resale of such shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

We are required to pay all fees and expenses incident to the registration of our shares of common stock offered hereby other than broker or dealer discounts and commissions.

Selling shareholder's "Underwriter" Status; prospectus Delivery Requirement

Shareholders of the Company who resell their securities pursuant to this prospectus may be deemed to be statutory "underwriters" (as defined in Securities Act of 1933 Section 2(11)) and "engaged in a public distribution". Accordingly, Sungro intends to deliver a prospectus to each shareholder. Each selling shareholder should review it carefully and deliver it to any broker or dealer engaged to sell stock or to any buyer in a direct sale. Selling shareholders and certain brokers and dealers are required to deliver a prospectus 48 hours prior to confirming sales. Additional copies of the prospectus may be printed by accessing it on the SEC website at http://www.sec.gov, or it may be obtained by writing or calling Sungro Minerals Inc. at 7445 - 132 ^nd Street, Suite 2008, Surrey, British Columbia, Canada, V3W 5S8, telephone (604) 681-3611. See "Selling Shareholders" above for information as to the largest shareholders, the amounts owned, and any relationships with Sungro.

Suggested Selling Shareholder's Underwriting Compliance Procedures

Except as indicated under "Selling Shareholders" none of the shareholders is known to Sungro to be a broker- dealer or affiliates of broker-dealers or to have any experience in the distribution of securities or to have any material relationships with Sungro. Sungro is not aware of any intent by a shareholder to engage in passive market making transactions as permitted by Rule 10b-6A under the Securities Exchange Act of 1934 or in stabilization or other transactions affecting the market price. We are not aware of any intent by our officers, directors or principal shareholders to purchase shares from selling shareholders.

It is suggested to selling shareholders that, to avoid technical violations of underwriting regulations, they should observe the prospectus delivery requirement described herein and also consult with their legal counsel. These suggestions do not constitute legal advice or any representation or warranty that these are necessary or sufficient to comply with, or avoid enforcement action (civil or criminal) for alleged violations of, any type of law. Shareholders engaging in any direct or indirect transactions of any nature as to any of Sungro's securities do so at their own risk and expense. All sales should be conducted through brokers or dealers, who should be given a copy of the prospectus and advised of the SEC and NASD position that such sales may be deemed to be part of a "public distribution" by statutory "underwriters" (selling shareholders). No purchases of shares or other transactions having the purpose or effect of affecting the price should be engaged in by or on behalf of shareholders before or after the sale. Sungro's public reporting status should be brought to the brokers' or dealers' and buyers' attention. Updated information about Sungro will be in its reports to the SEC at http://www.sec.gov. See "Available Information" near the end of the prospectus, for further details on how to obtain copies of such reports.

Although isolated resales often are exempt from state "blue sky" securities regulation and registration requirements, and the reporting company status of an issuer broadens the availability of resale exemptions, selling shareholders should be cautious in view of their "underwriter" status in the eyes of the SEC and NASD. They are urged to consult qualified local securities counsel. Sungro is not undertaking, and it will be the selling shareholders' responsibility, to file any necessary state exemption, qualification, or registration statements or notices (such as Form U-1) and offering documents (such as this prospectus) if needed for resales in a particular state.

The selling shareholders may offer their shares of common stock at various times in one or more of the following transactions:

in the over-the-counter market;
in private transactions other than in the over-the-counter market;
in connection with short sales of our shares;
by pledge to secure debts and other obligations; or

in a combination of any of the above transactions.

The selling shareholders may sell their shares at market prices prevailing at the time of the sale, at prices related to such prevailing market prices, at negotiated prices or fixed prices. Until the shares of the Company are quoted for trading on the OTCBB, the selling shareholders will sell their shares at a price of $0.10 per share. After the shares of the Company are quoted for trading on the OTCBB, the selling shareholders may sell their shares at the then market prices on the OTCBB or privately negotiated prices, which may be less than or greater than $0.10 per share.

The selling shareholders may use brokers or dealers to sell their shares. Sales through brokers or dealers may involve one or more of the following:

block trades in which the broker or dealer so engaged will attempt to sell the selling shareholder's shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; or
ordinary brokerage transactions and transactions in which the broker solicits purchasers.

If a broker or dealer is engaged by a selling shareholder, such broker or dealer may either receive discounts or commissions from the selling shareholders, or they will receive commissions from purchasers of shares for whom they acted as agents. Affiliates of one or more of the selling shareholders may act as principals or agents in connection with the offer or sale of shares by selling shareholders.

Selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, as amended, provided that they meet the criteria and conform to the requirements of that Rule.

Selling shareholders have been advised that during the time each is engaged in distribution of the securities covered by this prospectus, to the extent applicable, each must comply with Regulation M under the Securities Exchange Act of 1934, as amended, and pursuant to such Regulation:

shall not engage in any stabilization activity in connection with our securities;
shall furnish each broker through which securities covered by this prospectus may be offered the number of copies of this prospectus which are required by each broker; and
shall not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934, as amended.

The selling shareholders and any brokers, dealers or agents that participate with the selling shareholder in sales of the shares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales and subject to any liabilities under such Act. Any commissions received by such brokers, dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

Canadian Securities Law

Selling shareholders who are resident of a province other than British Columbia will have to rely on available prospectus exemptions to resell their securities. If they cannot rely on an available prospectus exemption, such non-British Columbian Canadian residents may be subject to an indefinite hold period with respect to their securities of Sungro. All Canadian shareholders should consult independent legal counsel with respect to ascertaining any available prospectus exemptions for reselling their securities of

Sungro. Selling shareholders who are residents of British Columbia may to rely on an exemption from prospectus and registration requirements of B.C. securities laws to sell their shares, which are being registered for resale by this prospectus. The selling shareholders may rely on the B.C. Securities Commission's Instrument 72-502 "Trade In Securities of U.S. Registered Issuers" to comply with B.C. securities laws to resell their shares.

According to BC Instrument 72-502, a B.C. resident who acquired securities under a prospectus exemption in a company that is not a reporting issuer under the B.C. Securities Act may sell those securities without filing a prospectus under the Act, if the following conditions are met:

(1) The securities of the company are registered under section 12 of the U.S. Securities Exchange Act of 1934, as amended, or the company is required to file reports under section 15(d) of that Act.

(2) The seller's residential address or registered office is in British Columbia.

(3) A 4-month period has passed since the date the company issued the securities to the seller, or a control person sold the securities to the seller.

(4) If the seller is a control person of the company, then the seller has held the securities for at least 6 months.

(5) The number of securities the seller proposes to sell under BCI 72-502, plus the number of securities of the company of the same class that the seller has sold in the preceding 12-month period, does not exceed 5% of the company's outstanding securities of the same class.

(6) The seller sells the securities through a registered investment dealer.

(7) The registered investment dealer executes the trade through an exchange, or market, outside Canada.

(8) There has been no unusual effort made to prepare the market or create a demand for the securities.

(9) The seller has not paid any extraordinary commission or other consideration for the trade.

(10) If the seller is an insider of the company, the seller reasonably believes that the company is not in default of the securities legislation (including U.S. federal and state securities legislation) that governs the company.

Legal Proceedings

We are not currently a party to, nor is any of our property currently the subject of, any pending legal proceeding. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

Our agent for service of process is Business First Formations, Inc., of 3990 Warren Way, Reno, Nevada USA 89509.

Directors, Executive Officers, Promoters And Control Persons

Executive Officers And Directors

The following table sets forth the directors and executive officers of our Company, their ages, term served and all officers and positions with our Company. Pursuant to our bylaws, our directors are elected at our

annual meeting of stockholders and each director holds office until his successor is elected and qualified. Officers are elected by our Board of Directors and hold office until an officer's successor has been duly appointed and qualified unless an officer sooner dies, resigns or is removed by the Board.

There are no arrangements or understandings regarding the length of time a director of our company is to serve in such a capacity.

Name and Address of Director	Age	Position
Mal Bains 7445 - 132nd Street, Suite 2008 Surrey, British Columbia Canada V3W 5S8	37	Director and President, Secretary and Treasurer,

Set forth below is a brief description of the background and business experience of our current executive officers and directors:

Mal Bains has been a Director and President of the Company since August 10, 2007. Mr. Bains has been involved in the financial industry for the past 16 years. Mr. Bains is a financial planner, specializing in insurance broker and a principal of M. Bains Financial Inc. Mr. Bains does not have professional training or technical credentials in the exploration, development and/or operations of metal mines. Mr. Bains has to rely on the technical services of others with expertise in geological exploration in order for him to carry our planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan.

During our early stages of business development, our President intends to devote approximately 10 to 15 hours per week of his time to our business. If, however, the demands of our business require more business time, such as raising additional capital or addressing unforeseen issues with regard to our plan of operation, he is prepared to adjust his timetable to devote up to 20 hours a week on our business in furtherance of our plan of operation. However, Mr. Bains may not be able to devote sufficient time to the management of our business, as and when needed.

Executive Compensation

To date, our sole director does not currently receive and has never received any compensation for serving as a director of the company. In addition, at present, there are no ongoing plans or arrangements for compensation of any of our officers. Presently, there are no plans or agreements for compensation of our officers and directors even if certain milestones are achieved in the business plan. However, we expect to adopt a plan of reasonable compensation to our officers and employees when and if we become operational and profitable.

The following table sets forth all compensation awarded to, earned by, or paid for services rendered to us in all capacities during the period ended November 30, 2007, by Mr. Mal Bains, our sole executive officer.

Summary Compensation Table Long-Term Compensation Awards

	Compensation - November 30, 2007		($) Number of shares Underlying
Name and Principal Position	Salary	($) Bonus	Options (#)
Mal Bains President, Secretary and Treasurer	None	None	None

Presently, we do not pay our sole director or officers any salary or consulting fees.

We do not presently have a stock option plan but intend to develop an incentive based stock option plan for our officers and directors in the future and may reserve up to ten percent of our outstanding shares of common stock for that purpose.

Significant Personnel

We have no significant personnel other than our officers and directors. We presently rely on consultants and other third party contractors to perform administrative and geological services for the Company. We have no formal contracts with any of these consultants and contractors.

Committees of the Board of Directors

The functions of the audit committee are currently carried out by our Board of Directors. We do not have an audit committee or financial expert on our Board carrying out the duties of the audit committee. Our Board has determined that we do not need such an expert because we are a start-up exploration company and have no revenue. The cost of hiring a financial expert to act as a director of Sungro and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee. We do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees.

Code of Ethics

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions within the Company. A copy of the code of ethics is filed with the SEC as an exhibit to this registration statement and a copy may also be obtained without charge by contacting the Secretary of the Company at 7445 132nd Street, Suite 2008, Surrey, British Columbia, Canada V3W 5S8.

Involvement in certain legal proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth certain information with respect to the beneficial ownership of our company's common stock with respect to each named director and executive officer of our Company, each person known to our Company to be the beneficial owner of more than five percent (5%) of said securities, and all directors and executive officers of our Company as a group:

Name and Address	Title of Class	Amount and Nature of Beneficial Ownership	Percentage of Class ⁽¹⁾
Mal Bains Surrey, BC, Canada President, Secretary & Treasurer and Director	Common	5,000,000	51.3%
All officers & directors as a group	Common	5,000,000	51.3%

(1) The percentage of class is based on 9,750,000 shares of common stock outstanding as of the date hereof.

The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Description of Capital Stock

The shares registered pursuant to this registration statement are shares of common stock, all of the same class and entitled to the same rights and privileges as all other shares of common stock.

Common Stock

Sungro is presently authorized to issue 75,000,000 shares of common stock, with a par value of $0.001 per share. As of the date hereof, there were 9,750,000 shares of our common stock issued and outstanding, held by 41 stockholders of record.

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing ten-percent (10%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore. See "Dividend Policy."

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up of Sungro, the holders of shares of our common stock will be entitled to receive pro rata all assets of Sungro available for distribution to such holders.

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

As of the date hereof, Sungro has no preferred stock authorized or issued.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Nevada Anti-Takeover laws

Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation state that these provisions do not apply.

Combinations with Interested Stockholders

Nevada revised statues sections 78.411 to 78.444 provide state regulations over combination with the interested stockholder or any corporation, which is, or after the merger or consolidation, would be, an affiliate or associate of the interested stockholder, unless the articles of incorporation or bylaws of the corporation provide that the provisions of those sections do not apply. Our articles of incorporation state that these provisions do not apply.

Interests of Named Experts and Counsel

No experts or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000, direct or indirect, in Sungro. Nor was any such person connected with Sungro as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Legal Matters

Fraser and Company LLP has provided an opinion on the validity of our common stock offered by the Selling Shareholders.

Experts

MacKay LLP, Chartered Accountants ("MacKay"), our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the period set forth in their audit report. MacKay has presented their report with respect to our audited financial statements. The report of MacKay is included in reliance upon their authority as experts in accounting and auditing.

Market For Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms a part. We are qualifying for resale up to 4,750,000 common shares pursuant to this registration statement. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

New Rule 144

Sungro is presently a "shell company" as defined under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. The new Rule 144 cannot be relied upon for the resale of securities of a shell company, and may be relied upon to sell securities of a former shell company only if all of the following conditions are met: the issuer has ceased to be a shell company; the issuer is subject to the reporting requirements of the Exchange Act; the issuer has filed all Exchange Act reports required for the past 12 months; and at least one year has elapsed from the time that the issuer filed current Form 10 information on Form 8-K changing its status to a non-shell company.

If Sungro is defined as not a "shell company", the 5,000,000 shares held by our affiliate, Mal Bains, will be available for resale to the public after February 15, 2008, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933. If Sungro is not a "shell company", then after March 26, 2008, an additional 4,750,000 shares of our common stock held by non-affiliates will be available for resale to the public in accordance with the volume and trading limitations of Rule 144. Also pursuant to the amended provisions of Rule 144, following the six- month holding period but before one year after their acquisition of the securities, a person who is not an affiliate and has not been an affiliate for at least three months prior to the sale, will be able to make unlimited public resales under Rule 144 except that the current public information requirement will still apply. After the one-year holding period, such non-affiliates may make unlimited public resales under Rule 144 and need not comply with any other Rule 144 requirements.

If Sungro is not a "shell company", then under the new Rule 144 effective February 15, 2008, a person who has beneficially owned shares for at least six months is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of (1) one percent of the then outstanding shares of common stock, which in our case is 97,500 shares as of the date of this prospectus; or (2) the average weekly trading volume in the common stock in the over-the-counter market during the four calendar weeks preceding the date on which notice of the sale is filed, provided several requirements concerning availability of public information, manner of sale and notice of sale are satisfied.

The one year and six month holding periods described above do not begin to run until the full purchase price or other consideration is paid by the person acquiring the shares from the issuer or an affiliate.

However, we are a "shell company" and shareholders holding restricted stock cannot rely on Rule 144 to resell their restricted shares.

Penny Stock Regulation

Our shares will have to comply with the Penny Stock Reform Act of 1990, which may potentially decrease your ability to easily transfer our shares. Broker-dealer practices in connection with transactions in "penny stocks" are regulated. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that has to comply with the penny stock rules. As our shares immediately following this offering will likely have to comply with such penny stock rules, investors in this offering will in all likelihood find it more difficult to sell their securities.

Holders

There are 41 shareholders of record for the common shares.

Dividends

No dividends have been declared on the common shares as of the date hereof.

Disclosures of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Transactions with Related Persons

In connection with the organization of Sungro, Mr. Mal Bains, the President and Director of our Company, purchased 5,000,000 shares at a price of $0.001 per share.

We have no formal written employment agreement or other contracts with our officers, and there is no assurance that the services to be provided by them, and facilities to be provided by Mr. Bains, will be available for any specific length of time in the future. Mr. Bains anticipates initially devoting up to approximately 10 to 15 hours a week of his business time to the affairs of our Company. If and when the business operations of our company increase and a more extensive time commitment is needed,

Mr. Bains is prepared to devote up to 20 hours a week in the event that becomes necessary. The amounts of compensation and other terms of any full time employment arrangements with our Company would be determined if and when such arrangements become necessary.

Business

History and Organization

Sungro Minerals Inc. was incorporated under the laws of the state of Nevada on August 10, 2007. We have not commenced business operations and we are considered an exploration stage company. We are defined as a "shell company" under the Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act because we have nominal operations and nominal assets. To date, our activities have been limited to organizational matters, obtaining a geology report on the Chevron Claims and the preparation and filing of the registration statement of which this prospectus is a part. In connection with the organization of our Company, the founding shareholder of our Company contributed an aggregate of $5,000 cash in exchange for a total of 5,000,000 shares of common stock.

Property Option Agreement

Under a Property Option Agreement and Amendment (the "Agreement"), we acquired in October 2007 an option to acquire a 100% interest in and to three mineral claims called the Chevron Claims, located in the Tatsamenie Lake area, 87 miles (140 km) south of the town of Atlin Lake, in northern British Columbia, from Mr. Carl von Einsiedel, the registered owner of the Chevron Claims. The Chevron Claims consist of three mineral claims covering approximately 1,132.97 hectares (2,799.63 acres). The following table sets forth the details of the claims.

Tenure Number	Surface Area in Ha	Expiry Date
566327	422.83	2009/06/20
552110	355.01	2009/06/20
552111	355.13	2009/06/20

Under the Agreement, Carl von Einsiedel has a 2% Net Smelter Return ("NSR") royalty interest in the Chevron Claims, if and when Sungro exercises its option to acquire a 100% interest in the Chevron Property by making the required cash payments. NSR means the gross value of ore, ore concentrates or bullion shipped from the Chevron Property as shown on the smelter settlement sheets and any output or production tax levied with respect to production from the Chevron Property.

Sungro also has the right to purchase at any time up to 1% (or 50% of the NSR) by paying Mr. von Einsiedel $1,000,000 (CAD$1,000,000).

Under the Agreement, Sungro is required to make all filings related to the Chevron Property and to maintain the Chevron Property and to maintain the Chevron Claims in good standing by preparing and filing the assessment reports, paying taxes and keeping the Chevron Property free and clear of all liens and encumbrances.

In order to exercise the Option and to earn its 100% interest in the Property, Sungro has to make cash payments totaling $99,938 (CAD$100,000) to Mr. von Einsiedel over four years, within the following time schedule:

(a) $2,438 (CAD$2,500) upon signing of the Agreement (paid);

(b) $2,500 (CAD$2,500) within 10 days of Sungro being quoted for trading on the NASD OTC Bulletin Board;

(d) $15,000 (CAD$15,000) on the second anniversary date of the Agreement;

(e) $20,000 (CAD$20,000) on the third anniversary date of the Agreement; and

(f) $50,000 (CAD$50,000) on the fourth anniversary date of the Agreement.

Summary Report on Properties

Mr. Ian Foreman, P.Geo. was hired by Sungro to provide an initial Summary Report dated November 20, 2007 on the Chevron Claims. Mr. Foreman has been continuously practicing in his profession as a geologist since 1993, and has experience in precious and base metal exploration in both North and South America and Africa. He graduated from Queen's University (1992) in Ontario, Canada, with a Bachelor of Science degree in geology. He is a member of the Association of Professional Engineers and Geoscientists of the Province of British Columbia (No. 23572). Mr. Foreman does not have any interest in the Chevron Property or the Company. The report is based on an assessment report dated October 1983. Mr. Foreman has not visited the property. Mr. Foreman's report details the geological and exploration history of the Chevron Property, including the land status, climate, geology and mineralization. Based upon previous exploration activity in the area, Mr. Foreman recommends the Company conduct a specific exploration program on the Chevron Property. The purpose of this report was to evaluate the area of the claim group, and the prior exploration work conducted on the claims, and to recommend an exploration program.

Recommended Exploration Program

Mr. Foreman recommends an initial results-based three-phase exploration program, with Phase 1 consisting of mapping and prospecting throughout the property, and is estimated to cost approximately $15,000. Phase 2 will consist of a ground geophysical survey and sampling program, estimated to cost approximately $20,000. If the results of Phase 1 and Phase 2 are favorable, Phase 3 will consist of a selective drilling program. We will be able to estimate the cost of Phase 3 after we finish the Phase 1 program.

Geological Exploration Program

Our mineral claims presently do not have any mineral reserves. There is no mining plant or equipment located on the property.

We have not yet commenced physical exploration of the Chevron Claims. Our exploration program is exploratory in nature and there is no assurance that mineral reserves will be found.

The exploration program proposed by the Company's independent consultant is designed to determine whether mineralization exists to the extent that further exploration is recommended to outline any such mineralized zones. It is uncertain at this time the precise quantity of minerals in the property that would justify actual mining operations. If we decide to abandon our mineral claim at any stage of our exploration program, we intend to acquire other properties and conduct similar exploration programs. The other properties may be located in the same mining district or we may in the future explore properties located in other jurisdictions, which may include other provinces in Canada, or in the United States. Currently, the Company does not have any other properties or any intentions of acquiring any other properties.

We need to maintain the claims in good standing by spending at least $4,532 (CAD$4,532) on the claims and file an assessment report with the B.C. Mineral Titles Branch or by paying approximately $4,532 per year to the Mineral Titles Branch of the Province of British Columbia. The next filing or payment is due June 20, 2009. As of the date hereof, all required filings have been made to maintain the three mineral claims in good standing until June 20, 2009.

We plan to conduct a Phase 1 and Phase 2 exploration program on the Chevron Property in the summer of 2008. However, we presently have the funds to conduct only Phase 1. We will need to raise additional money to conduct Phase 2 and Phase 3. Due to extreme weather conditions, exploration activities can only be conducted between July and September of each year.

Phase 1 consists of an intense program of mapping and prospecting throughout the property, paying special attention to areas adjacent to the contact of the volcanic package with the coarse clastic sediments, resampling all previous areas of known mineralization, and creating a Global Position System database. Phase 1 is estimated to cost $15,000 (CAD$15,000).

We planned a preliminary field visit in mid-September of 2007, but due to poor weather conditions it was not possible to actually make it to the property. During October and November of 2007 we updated the historic data collected by Chevron in the early 1980's, digitizing the maps and 'georeferencing' them - this is the process of imputing all of the relevant data into a Geographic Information System (GIS) such that all the data is manipulatable and searchable.

Phase 2 will consist of a ground geophysical survey extending across adjacent parts of the property to delineate potential diamond drill targets, and follow-up sampling, estimated to cost between CAD$15,000 and CAD$20,000.

We expect Phase 3 to involve a selective drilling program. To maximize the effectiveness of the drilling, we plan to align the holes such that there is potential to intersect more than one vein with each hole. We cannot anticipate the cost for a drill program until after Phase 1 is completed. We expect a majority of the expense for Phase 3 to be the drill cost and helicopter support. We cannot determine the cost of this drill program at this time, however, a 1,000 meter drilling program would about CAD$250,000.

Foremost Geological Consulting is a business operated by Mr. Ian Foreman. Mr. Foreman is a qualified geologist and we have engaged him to conduct the mineral exploration program under industry standards. He is responsible for hiring personnel and for all appropriate worker-related costs and will bill us for their services.

Canadian Mining Law

The laws of British Columbia govern work on the claim. Title to mineral claims are issued and administered by the Land Title Office and any work on the property must comply with all provisions under the Mineral Tenure Act (British Columbia). A mineral claim acquires the right to the minerals, which were available at the time of location and as defined in the Mineral Tenure Act (British Columbia). There are no surface rights included, but the title holder has the right to use the surface of the claim for mining proposes only. All work carried out on a claim that disturbs the surface by mechanical means requires a Notice of Work and must receive written approval from the District Inspector of Mines prior to commencement.

The sections below describing the property are excerpts from a summary report dated November 20, 2007 prepared by Mr. Foreman, our consulting geologist. Mr. Foreman has not visited the site and no visual inspection has been performed. Mr. Foreman's recommendations are based solely on his interpretation of an assessment report dated October 1983.

Location, Access, Topography and Climate

The claims are located in the Tatsamenie Lake area, 87 miles (140 km) south of the town of Atlin Lake, in northern British Columbia. The only direct access to the Tatsamenie Lake area is by helicopter. The nearest community to the property is the town of Atlin Lake, groceries, gas and basic supplies can be bought in Atlin Lake.

The climate of the Tatsamenie Lake area is defined as sub-arctic. The mean summer and winter temperatures are in the range of 59 ^o F (15 ^o C) and -11.2 ^o F (-24 ^o C) respectively, and the mean summer and winter precipitation average for northern British Columbia are in the range of 9.8 inches (25 cm) and 8.6 inches (22 cm) respectively with a majority of the winter precipitation being in the form of snow.

There are seven separate drainages that flow from the property; three to the south, one to the east (that flows into the Sheslay River) and three to the north (that flow into Tatsatua Creek and ultimately into the Sheslay River). It is understood that all of these have year round water. There is no infrastructure on the property. The styles and types of vegetation through the property are unknown at this time.

History of the Property

The exploration history of the area surrounding the Chevron Property is poorly documented. The last known exploration in the area was performed by Chevron Canada Ltd. in 1983. Chevron staked the Vein claims in 1982.

It is assumed that there has been no fieldwork performed in the area since.

Previous Work

A total of 549 soil samples and 71 rock samples have been taken from the property in 1983. These samples were all analyzed by Chemex Labs in North Vancouver for gold, arsenic, antimony, silver, and copper. Some of the samples have also been analyzed for lead and zinc. The soil sampling was taken on a 100 meter basis to provide total coverage of the claim and possibly pick up some areas that may warrant further detailed sampling. Since the veins strike straight up and over the hill the geochemical dispersion from the zone will be very small unless you are directly over an individual vein. For this reason most of the anomalies are spot type or at the most, three to four stations.

The soil sampling has helped to confirm the presence of the veins but on the spacing used it has not really provided truly valuable information. Much more detailed soil sampling would be warranted if veins were to be detected in covered areas.

Current Work

A preliminary field visit was planned for 2007 and in mid September a visit was attempted. Unfortunately due to poor weather conditions it was not possible to actually make it to the property. The early onset of winter in the north proved a challenge to many exploration programs in northern B.C.

During October and November of 2007 the work consisted primarily of updating the historic data collected by Chevron in the early 1980's. This entailed digitizing the maps and 'georeferencing' them - this is the process of imputing all of the relevant data into a Geographic Information System (GIS) such that all the data is manipulatable and searchable. This process was challenging as the quality of the maps from the 1983 Chevron assessment report was poor. Although the new data set is not pin point accurate, it is not critical at this stage of exploration as the newly generated database clearly shows the locations of the main concentrations of anomalous results.

Unfortunately the gold results from the outcrop sampling could not be entered into the new database as the numbers in the copy of the assessment report were illegible.

All of this work resulted in the filing of $3,575 of assessment work on November 19, 2007.

Conclusions and Recommendations

Recent work suggests that there are two key geochemical targets in the northwestern and eastern portions of the property. A simple trenching program is recommended by Mr. Foreman.

Mr. Foreman also recommends obtaining a cleaner version of the 1983 assessment report by going to the Victoria branch of the Ministry of Mines, and conducting a three-phased exploration program of field work. The program would consist of mapping and prospecting throughout the property, and if favorable, proceeding to a second phase of ground geophysical survey that extends across adjacent parts of the property to delineate potential diamond drill targets, and follow-up sampling. Depending on the results of Phases 1 and 2, Phase 3 would involve a selective drilling program.

Geological and Technical Staff

Foremost Geological Consulting is a business operated by Mr. Ian Foreman. Mr. Foreman is a qualified geologist and we have engaged him to conduct the mineral exploration program under industry standards. Mr. Foreman responsible for hiring personnel and for all appropriate worker-related costs and will bill us for their services.

Competitive Factors

The mineral industry is fragmented. We compete with other exploration companies looking for a variety of mineral resources. We are a very small exploration company compared to many of our competitors. Although we will be competing with other exploration companies, there is no competition for the exploration of minerals on our mineral claim. We intend to explore and find sufficient mineralization to a point in which major mining companies or mining financial groups would seriously consider pursuing the mineral claim as a valuable and significant acquisition.

Location Challenges

We do not expect any major challenges in accessing the property during the initial exploration stages. However, due to the seasonal winter conditions of the area, we can only access the property between June and October of each year.

Regulations

Our mineral exploration program will comply with the British Columbia Mineral Tenure Act. This act sets forth rules for:

*  locating claims
*  posting claims
*  working claims
*  reporting work performed

We also have to comply with the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

In order to explore for minerals on our mineral claim we must submit the plan contained in this prospectus for review. We believe that the plan as contained in this prospectus will be accepted and an exploration permit will be issued to our agent or us. The exploration permit is the only permit or license we will need to explore for precious and base minerals on the mineral claim.

We will be required to obtain additional work permits from the British Columbia Ministry of Energy and Mines for any exploration work that results in a physical disturbance to the land. Accordingly, we may be required to obtain a work permit depending on the complexity and affect on the environment if we proceed beyond the exploration work contemplated by our proposed exploration programs. The time required to obtain a work period is approximately four weeks. We will incur the expense of our consultants to prepare the required submissions to the Ministry of Energy and Mines. We will be required by the Mining Act to undertake remediation work on any work that results in physical disturbance to the

land. The cost of remediation work will vary according to the degree of physical disturbance. No remediation work is anticipated as a result of completion of Phases 1, 2 and 3 of the exploration program.

We have budgeted for regulatory compliance costs in the proposed exploration program recommended by the summary report. As mentioned above, we will have to sustain the cost of reclamation and environmental remediation for all exploration and other work undertaken. The amount of reclamation and environmental remediation costs are not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended exploration program. Because there is presently no information on the size, tenor, or quality of any mineral resource at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potential mineral deposit is discovered.

If we enter into substantial exploration, the cost of complying with permit and regulatory environment laws will be greater than in Phases 1, 2 and 3 because the impact on the project area is greater. Permits and regulations will control all aspects of any program if the project continues to that stage because of the potential impact on the environment. We may be required to conduct an environmental review process under the British Columbia Environmental Assessment Act if we determine to proceed with a substantial project. An environmental review is not required under the Environmental Assessment Act to proceed with the recommended Phase 1, 2 or 3 exploration programs on our Chevron Claims.

Environmental Factors

We will also have to sustain the cost of reclamation and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our initial programs do not require any reclamation or remediation other than minor clean up and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extent of the exploration program we will undertake, beyond completion of the recommended three phases described above. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered.

Employees

Initially, we intend to use the services of contractors and consultants for exploration work on our properties. At present, we have no paid employees. We believe keeping a low number of full-time employees will conserve cash and allow greater flexibility in the future.

Plan Of Operations

Our business plan is to proceed with the exploration of the Chevron Claims to determine whether there are commercially exploitable reserves of base and precious metals. We have decided to embark upon the initial phase of the exploration program recommended by Mr. Ian Foreman, P.Geo. We anticipate the initial recommended program will cost approximately $15,000.

Specifically, we anticipate spending the following over the next 12 months:

$12,500 (CAD$12,500) in connection with our payment obligations under the Option Agreement;

$22,000 for operating expenses and $42,500 for payment of offering expenses related to this Registration Statement; and
$15,000 (CAD$15,000) in connection with the completion of Phase 1 of our recommended geological work program.

We expect our total expenditures for the next 12 months to be in the higher range of $92,000. On November 30, 2007 we had cash on hand of $91,769 and working capital of $73,605. We are able to proceed with Phase 1 without additional financing. But we will need additional funding of at least $18,400 to meet our expenditures for the next 12 months and another $20,000 to commence Phase 2.

We had cash in the amount of $91,769 and working capital of $73,605 as of November 30, 2007. We do not have plans to purchase any significant equipment or change the number of our employees during the next 12 months. In the next the 12 months, we will need to obtain additional financing to pay for our working capital needs. We anticipate that we will raise the working capital by a private placement of our common shares.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. That cash must be raised from other sources. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business.

We expect that our Phase 1 exploration program will commence between July to September of 2008 and if we are able to raise additional funds, we will proceed with Phase 2 in succession with Phase 1. Once we receive the results of our Phase 1 and Phase 2 exploration programs, our board of directors, in consultation with our consulting geologist, will assess whether to proceed with the Phase 3 exploration program. In making this determination to proceed, we will make an assessment as to whether the results of the initial exploration phases are sufficiently positive to enable us to proceed. This determination will include an assessment of our cash reserves after completion of the initial phases, the price of minerals and the market for financing of mineral exploration projects at the time of our assessment. Should the results of our initial exploration program prove not to be sufficiently positive to proceed with further exploration on the Chevron Claims, we intend to seek out and acquire other North American mineral exploration properties, which, in the opinion of our consulting geologist, offer attractive mineral exploration opportunities.

Should a Phase 3 exploration program be undertaken, it would likely commence in July of 2009 after reviewing the results of Phase 1 and Phase 2. We cannot anticipate the cost and scope of Phase 3 until after Phase 1 is completed. We expect a majority of the expense for Phase 3 to be the drill cost and helicopter support, and a 1,000 meter program would cost approximately $250,000. We presently do not have sufficient funds to carry out Phase 3.

During this exploration stage, Mr. Mal Bains, our president, will only be devoting approximately 10 hours per week of his time to our business. We do not foresee this limited involvement as negatively impacting our company over the next 12 months as an outside consultant is performing all exploratory work. If, however, the demands of our business require more time of Mr. Bains, such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, he is prepared to adjust his timetable to devote more time to our business, up to 20 hours. Mr. Bains is also the principal of M. Bains Financial Inc., and he may not be able to devote the necessary time to the affairs of our business because of competing demands from M. Bains Financial Inc.

In the event that we require additional funding, we anticipate that such funding will be in the form of equity financing from the sale of our common stock. We will not be using this prospectus in any subsequent unregistered offering and we will comply with applicable integration rules as set forth in Rule 502(a) of Regulation D. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program should we decide to proceed. We believe that debt financing will not be an alternative for funding any further phases in our exploration program. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated. We do not have any arrangements in place for any future equity financing.

Results of Operations for Period Ending November 30, 2007

We did not earn any revenues from inception on August 10, 2007 to November 30, 2007. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We incurred operating expenses in the amount of $26,395 for the period from inception on August 10, 2007 to November 30, 2007. These operating expenses included: (a) mineral property costs of $9,987; and (b) general and administrative expenses of $16,408. We anticipate our operating expenses will not change significantly as we undertake our exploration program.

We incurred a loss in the amount of $26,395 for the period from inception on August 10, 2007 to November 30, 2007. Our loss was attributable to general, administrative expenses and mineral property expenses.

Liquidity and Capital Resources

We had cash of $91,769 as of November 30, 2007. We had working capital of $73,605 as of November 30, 2007.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Description of Property

Our only property is in option to acquire a 100% interest in and to three mineral claims covering 1,132.97 hectares (2,799.63 acres) known as the Chevron Property. The Chevron Claims are located in the Tatsamenie Lake area, 87 miles (140 km) south of the town of Atlin Lake, in northern British Columbia.

We do not own or lease any property other than our interest in the Chevron Claims.

Currently, we are not paying any monthly rent for our office space located at 7445 132 ^nd Street, Suite 2008, Surrey, British Columbia. This space is donated by Mr. Mal Bains, our sole executive officer and director.

Available Information

We are filing a registration statement on Form S-1 with the United States Securities and Exchange Commission, under the Securities Act of 1933, covering the securities in this offering. As permitted by rules and regulations of the Commission, this prospectus does not contain all of the information in the registration statement. For further information regarding both Sungro Minerals Inc. and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules. As of the

effective date of this prospectus, we will have to comply with the information requirements of the Securities Exchange Act of 1934. Upon effectiveness of the Form S-1 registration statement, we will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports we will be required to file are Forms 10-K, 10-Q and 8-K. These materials will be available for inspection and copying at the public reference facilities maintained by the Commission at Room 100 F Street, NE Washington, DC 20549. Copies of the material may be obtained from the public reference section, at prescribed rates. Please call the Commission at 1-800-SEC-0330. The Commission maintains an Internet Web site located at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file reports electronically with the Commission. The site is accessible by the public through any Internet access service provider. Our registration statement and the referenced exhibits can also be found on this site.

SUNGRO MINERALS INC.
INDEX TO FINANCIAL STATEMENTS


	Auditor's Report	37
	Balance Sheet	38
	Statement of Changes in Stockholders' Equity	39
	Statement of Operations	40
	Statement of Cash Flows	41
	Notes to Financial Statements	42

Sungro Minerals Inc.
(An Exploration Stage Company)

Financial Statements

November 30, 2007

(Presented In US Dollars)

CHARTERED
ACCOUNTANTS
MacKay LLP

1100 - 1177 West Hastings Street
Vancouver, BC V6E 4T5
Tel: 604-687-4511
Fax: 604-687-5805
Toll Free: 1-800-351-0426
www.MacKayLLP.ca

Report of Independent Registered Public Accounting Firm

To the Shareholders of
Sungro Minerals Inc.
(an Exploration Stage Enterprise)
Vancouver, Canada

We have audited the balance sheet of Sungro Minerals Inc. (an Exploration Stage Enterprise) as at November 30, 2007 and the statement of operations and deficit, stockholders' equity, and cash flows for the period from incorporation on August 10, 2007 to November 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatements. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2007 and the results of its operations and its cash flows for the period from incorporation on August 10, 2007 to November 30, 2007 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to financial statements, the Company is in the exploration stage, and has no permanently established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada
January 28, 2008

"MacKay LLP"
Chartered Accountants

Sungro Minerals Inc.
(An Exploration Stage Company)
Balance Sheet
(Presented in US Dollars)

As at November 30, 2007

Assets
Current
Cash	$	91,769


Liabilities
Current
Accounts payable and accrued liabilities	$	18,164

Stockholders' Equity
Capital stock (Note 4)
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
9,750,000 common shares		9,750
Additional paid-in capital		90,250
Deficit accumulated during the exploration stage		(26,395)
		73,605
	$	91,769

Nature of operations and going concern (Note 1)

Approved by the sole director:

/s/ Mal Bains Director

See Accompanying Notes

Sungro Minerals Inc.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
(Presented in US Dollars)

For the Period from August 10, 2007 (Inception) to November 30, 2007

	Common stock
							Deficit
							Accumulated
					Additional		During		Total
	Number of				paid-in		Exploration		stockholders'
	Shares		Amount		Capital		Stage		Equity

Issuance of common stock for
cash at $0.001 per share, August 15, 2007	5,000,000	$	5,000	$	-	$	-	$	5,000
Issuance of common stock for
cash at $0.02 per share, September 18, 2007	4,750,000		4,750		90,250		-		95,000
Net loss for the period	-		-		-		(26,395)		(26,395)
Balance, November 30, 2007	9,750,000	$	9,750	$	90,250	$	(26,395)	$	73,605

See Accompanying Notes

Sungro Minerals Inc.
(An Exploration Stage Company)
Statement of Operations
(Presented in US Dollars)

For the Period from August 10, 2007 (Inception) to November 30, 2007

General and administrative expenses
Accounting and legal	$	16,180
Bank charges and interest		31
Foreign exchange loss		197
		16,408
Mineral property expenses
Acquisition		2,438
Geological consulting		4,000
Travel and transportation		3,549
		9,987
Net loss and comprehensive loss for the period	$	26,395

Basic and diluted loss per common share	$	(0.005)

Weighted average number of basic and diluted common shares outstanding		5,627,451

See Accompanying Notes

Sungro Minerals Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Presented in US Dollars)

For the Period from August 10, 2007 (Inception) to November 30, 2007

Cash provided by (used in)
Operating activities
Net loss	$	(26,395)
Change in accounts payable and accrued liabilities		18,164
		(8,231)

Financing activities
Issuance of common stock		100,000

Net change in cash - cash, end of period	$	91,769


Supplemental cash flow information
Interest paid	$	-
Income taxes paid	$	-

See Accompanying Notes

Sungro Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Presented in US dollars)

November 30, 2007

1. Nature of Operations and Going Concern

Sungro Minerals Inc. (the "Company") was incorporated in the State of Nevada on August 10, 2007. The Company is engaged in the exploration, development, and acquisition of mineral properties.

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. Management plans to raise cash from public or private debt or equity financing, on an as needed basis and in the longer term, to generate revenues from the acquisition, exploration and development of mineral interests, if found. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time.

2. Significant Accounting Policies

a) Exploration Stage Company

The Company is considered to be in the exploration stage. The Company is devoting substantially all of its present efforts to exploring and identifying mineral properties suitable for development.

b) Accounting Principles

The accounting and reporting policies of the Company conform to United States generally accepted accounting principles applicable to exploration stage enterprises.

c) Mineral Property Exploration

The Company is in the exploration stage and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of mineral properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the probable reserve.

d) Asset Retirement Obligations

The Company accounts for asset retirement obligations in accordance with SFAS 143. This standard requires recognition of legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and the normal operation of a long-lived asset. Such asset retirement cost must be recognized at fair value, when a reasonable estimate of fair value can be made, in the period in which it is incurred, added to the carrying value of the asset and amortized into income on a systematic basis over its useful life.

As at November 30, 2007 the Company does not have any asset retirement obligations.

Sungro Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Presented in US dollars)

November 30, 2007

2. Significant Accounting Policies (continued )

e) Foreign Currency Translation

The Company's functional and reporting currency is the U.S. Dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with SFAS No. 52 "Foreign Currency Translation" as follows:

i) monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;

ii) non-monetary assets at historical rates; and

iii) revenue and expense items at the average rate of exchange prevailing during the period.

Gains and losses from foreign currency transactions are included in the statement of operations.

f) Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the period. Diluted loss per share is the same as basic loss per share, as there are no common stock equivalents at November 30, 2007.

g) Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

h) Income Taxes

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred tax assets for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

i) Cash and Cash Equivalents

For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents.

Sungro Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Presented in US dollars)

November 30, 2007

2. Significant Accounting Policies (continued)

j) Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements."

As at November 30, 2007, the Company had no revenues to report.

k) Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those reported.

l) Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued Accounting for Uncertain Tax Positions - an Interpretation of FASB Statement No. 109, FIN 48, which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Company's tax returns. FIN 48 provides guidance on recognition, classification, presentation, and disclosure of unrecognized tax benefits. The Company is required to adopt FIN 48 on November 1, 2007. Management does not expect the adoption of this statement to have any impact on the Company's financial statements.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands fair value disclosures. The standard does not require any new fair value measurements. This standard is effective for fiscal years beginning after November 15, 2007. Management is currently assessing the impact on the Company's financial statements.

In February, 2007, the FASB issued Statement of Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" (hereinafter "SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company's financial condition or results of operation.

Sungro Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Presented in US dollars)

November 30, 2007

3. Mineral Property

On September 6, 2007, the Company entered into an agreement with an unrelated party to acquire a 100% interest in certain mineral claims located near Telegraph Creek in northwestern British Columbia. To earn the 100% interest, the Company, at its option, must make payments totaling Cdn$100,000 over a four year period, of which Cdn$2,500 ($2,438) has been paid as of November 30, 2007. The vendor of the mineral claims will retain a 2% net smelter return royalty ("NSR"). The Company will have the right to purchase up to 50% of the NSR (representing a 1% NSR) for Cdn$1,000,000 at any time.

4. Capital Stock

a) Authorized

The Company has authorized 75,000,000 common shares with a par value of $0.001 per share.

b) Share Issuances

During the period ended November 30, 2007, the Company issued 5,000,000 common shares for gross proceeds of $5,000 to the Company's president.

During the period ended November 30, 2007, the Company issued 4,750,000 common shares for gross proceeds of $95,000.

5. Financial Instruments

The Company's financial instruments consist of cash, accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair values of these financial instruments approximate their carrying values.

The Company may operate outside the United States of America and thus may have significant exposure to foreign currency risk in the future due to the fluctuations between the currency in which the Company operates and the U.S. dollar.

6. Income Taxes

A reconciliation of income taxes at statutory rates with the reported income taxes is as follows:

Loss before income taxes	$	(26,395)

Income tax recovery at statutory rate - 15%		3,959
Unrecognized benefit of operating losses		(3,959)
	$	-

Sungro Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Presented in US dollars)

November 30, 2007

6. Income Taxes (continued)

The significant components of the Company's future income tax assets are as follows:

Operating losses carried forward	$	3,959
Valuation allowance		(3,959)
	$	-

At November 30, 2007 the Company has available net operating losses of approximately $26,000 which may be carried forward to apply against future taxable income. These losses will expire in 2027. Future tax benefits of these losses have not been recognized in these accounts because of uncertainty that they will be realized.

4,750,000 SHARES

OF SUNGRO MINERALS INC.

COMMON STOCK

PROSPECTUS

Date: , 2008

All dealers that effect transactions in our shares, whether or not participating in this offering, may be required to deliver a prospectus.

We have not authorized any dealer, salesperson or other person to provide any information or make representation about Sungro Minerals Inc. except the information or representation contained in this prospectus. You should not rely on any additional information or representation if made.

SUNGRO MINERALS INC.
Suite 2008, 7445 - 132 ^nd Street
Surrey, British Columbia, Canada, V3W 5S8

Part II - Information Not Required In Prospectus

Item 24. Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide for indemnification of the Company's officers and directors in certain situations where they might otherwise personally incur liability, judgments, penalties, fines and expenses in connection with a proceeding or lawsuit to which they might become parties because of their position with the Company. Sections 78.7502 and 78.791 provide as follows:

Section 78.7502. Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.

(1) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

(2) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

(3) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

Section 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.

(1) Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

(2) The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

(3) The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

To the extent that indemnification may be related to liability arising under the Securities Act, the Securities and Exchange Commission takes the position that indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth all estimated costs and expenses, other than underwriting discounts, commissions and expense allowances, payable by the issuer in connection with the offering for the securities included in this registration statement:

		Amount
SEC Registration Fee	$	$19
Transfer Agent and Miscellaneous Fees	$	1,000
Accounting Fees and Expenses	$	13,500
Legal Fees and Expenses	$	41,300
Printing and Shipping Expenses	$	181
Total	$	56,000

All amounts are estimates, other than the SEC's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders named in this prospectus. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 26. Recent Sales of Unregistered Securities

We issued an aggregate of 5,000,000 shares of common stock on August 15, 2007 to Mal Bains, our president, at a price of $0.001 per share. We received $5,000 from this offering. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. Mr. Bains is an officer and director of the Company. The securities sold were acquired for investment purposes only and without a view to distribution. At the time the shares were purchased, Mr. Bains was fully informed and advised about matters concerning the Company, including its business, financial affairs and other matters. The purchaser acquired the securities for his own account.

On September 18, 2007, we issued 4,750,000 shares of common stock to 40 purchasers at $0.02 per share pursuant to Regulation S of the Securities Act. The purchasers represented to us that they were non-US persons, as defined in Regulation S, and that their intentions to acquire the securities was for investment only and not with a view toward distribution. We did not engage in a distribution of this offering in the United States and no general solicitation was made to the public and no advertising was conducted for the offering.

Item 27. Exhibits Index

No.		Exhibit Name
3.1		Articles of Incorporation
3.2		Bylaws
4.1		Specimen Stock Certificate
5.1		Opinion of Counsel
10.1		Property Option Agreement dated September 1, 2007 between Mr. Carl von Einsiedel and Sungro Minerals Inc., whereby Sungro has an option to acquire a 100% interest in and to the Chevron Property

No.		Exhibit Name
10.2		Amendment to Property Option Agreement dated October 15, 2007 between Mr. Carl von Einsiedel and Sungro
10.3		Geologist Consulting Agreement dated September 6, 2007 between Foremost Geological Consulting and Sungro
14		Code of Ethics
23.1		Consent of MacKay LLP, Chartered Accountant
23.2		Consent of Counsel (included in 5.1)
23.3		Consent of Ian Foremost, P. Geo., Geologist

All other Exhibits called for by Rule 601 of Regulation S-K are not applicable to this filing. Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.

Item 28. Undertakings

The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned

small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Signatures

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia, Canada on February 22, 2008.

SUNGRO MINERALS INC.

Date: February 22, 2008

By: /s/ Mal Bains

Mal Bains
President, Secretary and Treasury
(Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signatures	Title	Date
/s/ Mal Bains Mal Bains	President, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial Officer)	February 22, 2008

Exhibit 3.1

ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
STATE OF NEVADA
SECRETARY OF STATE

ARTICLE 1
NAME

The name of the corporation is: SUNGRO MINERALS INC.

ARTICLE 2
RESIDENT AGENT

The resident agent for this Corporation shall be: Business First Formations, Inc.

The address of said agent, and, the registered or statutory address of this Corporation in the state of Nevada, shall be: 3990 Warren Way, Reno, Nevada 89509.

This Corporation may maintain an office, or offices, in such other place within or without the state of Nevada as may be from time to time designated by the Board of Directors, or by the bylaws of this Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the state of Nevada as well as within the state of Nevada.

ARTICLE 3
NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE

The aggregate number of shares that the Corporation will have authority to issue is Seventy-Five Million (75,000,000) shares of common stock, with a par value of $0.001 per share. Said shares may be issued by the Corporation from time to time for such considerations as may be fixed by the Board of Directors.

ARTICLE 4
BOARD OF DIRECTORS

The governing board of this Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this Corporation, providing that the number of directors shall not be reduced to fewer than one (1).

The name and post office address of the first board of Directors shall be listed as follows:

	Name	Address
	Mal Bains	2008 - 7445 132 ^nd Street Surrey, B.C. V3W 5S8 Canada

ARTICLE 5
PURPOSE OF CORPORATION

The objects for which this Corporation is formed are to engage in any lawful activity provided for a corporation organized under the provisions of NRS 78.

ARTICLE 6
ACQUISITION OF CONTROLLOING INTEREST and
COMBINATIONS OF INTERESTED STOCKHOLDERS

The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, and Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any of the provisions of this paragraph shall apply to or have any effect on any transaction involving acquisition of control by any person or any transaction with an interested stockholder occurring prior to such amendment or repeal.

ARTICLE 7
OTHER MATTERS

7.1 Stock Not Subject to Assessment . The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the Corporation.

7.2 Perpetual Existence . The Corporation is to have perpetual existence.

7.3 Powers of Board of Directors . In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

(A) Subject to the bylaws, if any, adopted by the Stockholders, to make, alter or amend the bylaws of the Corporation.

(B) To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation.

(C) By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the bylaws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee, or committees, shall have such name, or names, as may be stated in the bylaws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.

(D) When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of Directors deems expedient and for the best interests of the Corporation.

7.4 Stockholders Have No Subscription Rights . No Stockholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

7.5 Stockholders Meetings . Meeting of Stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.

7.6 Limitation of Director's Liabilities . No director or officer of the Corporation shall be personally liable to the Corporation or any of its Stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any amendment to or repeal of this Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such amendment or repeal.

7.7 Indemnification of Directors . To the fullest extent permitted by the bylaws and Nevada law, this Corporation is authorized to indemnify any of its directors. The Board of Directors shall be entitled to determine the terms of indemnification, including advance of expenses, and to give effect thereto through the adoption of bylaws, approval of agreements, or by any other manner approved by the Board of Directors. Any amendment to or repeal of this Article shall not adversely affect any right of an individual with respect to any right to indemnification arising prior to such amendment or repeal.

7.8 Amendment of Articles of Incorporation . This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.

ARTICLE 8
SIGNATURE OF INCORPORATOR

The signature, name and address of the Incorporator signing the Articles of Incorporation is as follows:

August 9, 2007
Date

/s/ Megan Hughes, for Business First Formations, Inc.
Megan Hughes, for Business First Formations, Inc.
3702 South Virginia Street, Suite #G12-401
Reno, NV 89502-6030

I, Megan Hughes, for Business First Formations, Inc., hereby accept as Resident Agent for the previously named Corporation.

August 9, 2007
Date

/s/ Megan Hughes, for Business First Formations, Inc.
Megan Hughes, for Business First Formations, Inc.

Exhibit 3.2

BYLAWS
OF
SUNGRO MINERALS INC.
(the "Corporation")

(A Nevada Corporation)

ARTICLE 1

OFFICES

Section 1.01 - Principal And Registered Office.

The Corporation may have a principal office either within or outside the State of Nevada as the Corporation's board of directors (the "Board") may designate or as the business of the Corporation may require from time to time.

Section 1.02 - Other Offices.

Branch or subordinate offices may at any time be established by the Board at any place or places wherein the Corporation is qualified to do business.

ARTICLE 2

MEETINGS OF SHAREHOLDERS

Section 2.01 - Meeting Place.

All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within or outside the State of Nevada which may be designated either by the Board, pursuant to authority hereinafter granted, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the secretary of the Corporation.

Section 2.02 - Annual Meetings.

A. The annual meeting of the shareholders shall be held at such time on such day as shall be fixed by the Board for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

B. Written notice of each annual meeting signed by the president or vice president, or the secretary, or an assistant secretary, or by such other person or persons as the Board may designate, shall be given to each shareholder entitled to vote thereat. All such notices shall be sent to each shareholder entitled thereto, or published, not less than ten (10) nor more than sixty (60) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall also state the purpose or purposes for which the meeting is called.

C. Failure to hold the annual meeting shall not constitute dissolution or forfeiture of the Corporation, and a special meeting of the shareholders may take the place thereof.

Section 2.03 - Special Meetings.

Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the Board, or by one or more shareholders holding not less that twenty-five percent (25%) of the voting power of the Corporation. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the purpose or purposes for which the meeting is called.

Section 2.04 - Adjourned Meetings And Notice Thereof.

A. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at any such meeting.

B. When any shareholders' meeting, either annual or special, is adjourned for sixty (60) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 2.05 - Entry Of Notice.

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such shareholder, as required by law and these bylaws.

Section 2.06 - Voting.

At all annual and special meetings of shareholders, each shareholder entitled to vote thereat shall: on a poll have one vote for each share of stock so held and represented at such meetings, either in person or by written proxy; or on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote, unless the Corporation's articles of incorporation, as amended from time to time, (the "Articles") provide otherwise, in which event, the voting rights, powers and privileges prescribed in the Articles shall prevail. Upon demand of any shareholder, upon any question at any meeting, shall be by ballot. If a quorum is present at a meeting of the shareholders, the vote of a majority of the shares represented at such meeting shall be sufficient to bind the Corporation, unless otherwise provided by law or the Articles.

Section 2.07 - Quorum.

The presence of at least two persons either in person or by proxy of the holders of not less than ten (10%) percent of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business, except as otherwise provided by Nevada corporate law and the Articles. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.08 - Consent Of Absentees.

The transactions of any meeting of shareholders, either annual or special, however called and notice given thereof, shall be as valid as though done at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before of after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written Waiver of Notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of such meeting.

Section 2.09 - Proxies.

Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the Corporation; provided however, that no such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

Section 2.10 - Shareholder Action Without A Meeting.

Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent thereto is signed by shareholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by this written consent need a meeting of shareholders be called or notice given. The written consent must be filed with the proceedings of the shareholders.

ARTICLE 3

BOARD OF DIRECTORS

Section 3.01 - Powers.

Subject to the limitations of the Articles, these bylaws, and the provisions of Nevada corporate law as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by these bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

A. To select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as are not inconsistent with law, with the Articles, or these bylaws, fix their compensation, and require from them security for faithful service.

B. To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with the law, the Articles, or these bylaws, as they may deem best.

C. To change the principal office for the transaction of the business if such change becomes necessary or useful; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Nevada, as provided in Section 1.02 of Article 1 hereof; to designate any place within or without the State of Nevada for the holding of any shareholders' meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

D. To authorize the issuance of shares of stock of the Corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities canceled, or tangible or intangible property actually received, or in the case of shares issued as a dividend, against amounts transferred from surplus to stated capital. To describe and determine the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, and qualifications and rights of any Preferred Stock to be issued by the Corporation.

E. To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidences of debt and securities therefore.

F. To appoint an executive committee and other committees and to delegate to the executive committee any of the powers and authority of the Board in management of the business and affairs of the Corporation, except the power to declare dividends and to adopt, amend or repeal bylaws. The executive committee shall be composed of one or more directors.

Section 3.02 - Number And Qualification Of Directors.

The number of directors of the Corporation shall not be less than one or more than fifteen directors. The number of directors may at any time be increased or decreased by resolution of the Board of Directors or by the shareholders at the annual meeting, provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be shareholders of the Corporation or residents of the State of Nevada.

Section 3.03 - Election And Term Of Office.

The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders. All directors shall hold office until their respective successors are elected.

Section 3.04 - Newly Created Directorships and Vacancies

Unless otherwise provided in the Articles of the Corporation, newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason, including the removal of directors without cause, may be filled only by (a) the affirmative votes of a majority of the remaining directors; or (b) if there are no such remaining directors, then by a plurality of the votes cast by shareholders that, as of the date such vacancy is filled, would be entitled to elect such directorship at the next annual meeting of shareholders, voting as a separate class at a meeting, special or otherwise. A director elected to fill a vacancy shall be elected to hold office until a successor is elected and qualified.

Section 3.05 - Vacancies.

A. Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected or appointed shall hold office until his successor is elected at an annual or a special meeting of the shareholders.

B. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

C. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

D. No reduction of the authorized number of directors shall have the effect of removing any director unless also authorized by a vote of the shareholders.

Section 3.06 - Resignation.

Any director may resign at any time by delivering his written resignation to the Board, in the event of an officer who is not the president, to the president, in the event of an officer who is not the secretary, to the secretary. Any such resignation shall take effect on the date such notice is received or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE 4

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.01 - Place Of Meetings.

Regular meetings of the Board shall be held at any place within or without the State of Nevada which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated, or at the principal office. Failure to hold an annual meeting of the Board shall not constitute forfeiture or dissolution of the Corporation.

Section 4.02 - Organization Meeting.

Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of such meeting is hereby dispensed with.

Section 4.03 - Other Regular Meetings.

Other regular meetings of the Board shall be held, whether monthly or quarterly or by some other schedule, at a day and time as set by the president; provided however, that should the day of the meeting fall upon a legal holiday, then such meeting shall be held at the same time on the next business day thereafter which is not a legal holiday. Notice of all such regular meetings of the Board is hereby required.

Section 4.04 - Special Meetings.

A. Special meetings of the Board may be called at any time for any purpose or purposes by the president, or, if he is absent or unable or refuses to act, by any vice president, the secretary or by any two directors.

B. Written notice of the time and place of special meetings shall be delivered personally to each director or sent to each director by ordinary mail, private carrier, facsimile transmission, or electronic transmission or email. No such notice is valid unless delivered to the director to whom it was addressed at least twenty-four (24) hours prior to the time of the holding of the meeting. However, such mailing, telegraphing, or delivery as above provided herein shall constitute prima facie evidence that such director received proper and timely notice.

Section 4.05 - Notice Of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given to absent directors, if the time and place be fixed at the meeting adjourned.

Section 4.06 - Waiver Of Notice.

The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.07 - Quorum.

If the Corporation has only one director, then the presence of that one director constitutes a quorum. If the Corporation has only two directors, then the presence of both such directors is necessary to constitute a quorum. If the Corporation has three or more directors, then a majority of those directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. A director may be present at a meeting either in person or by telephone. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles.

Section 4.08 - Adjournment.

A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided however, that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn such meeting only until the time fixed for the next regular meeting of the Board.

Section 4.09 - Fees And Compensation.

Directors shall not receive any stated salary for their services as directors, but by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting. Nothing stated herein shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore.

Section 4.10 - Action Without A Meeting.

Any action required or permitted to be taken at a meeting of the Board, or a committee thereof, may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee. The written consent must be filed with the proceedings of the Board or committee.

ARTICLE 5

OFFICERS

Section 5.01 - Executive Officers.

The executive officers of the Corporation shall be a president, a secretary, and a treasurer/chief financial officer. The Corporation may also have, at the direction of the Board, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. Any one person may hold two or more offices, unless otherwise prohibited by the Articles or by law.

Section 5.02 - Appointment.

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.03 and 5.05 of this Article, shall be appointed by the Board, and each shall hold his office until he resigns or is removed or otherwise disqualified to serve, or his successor is appointed and qualified.

Section 5.03 - Subordinate Officers.

The Board may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

Section 5.04 - Removal And Resignation.

A. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board.

B. Any officer may resign at any time by giving written notice to the Board or to the president or secretary. Any such resignation shall take effect on the date such notice is received or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.05 - Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

Section 5.06 - Chairman Of The Board.

The Chairman of the Board, if there be such an officer, shall, if present, preside at all meetings of the Board, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or prescribed by these bylaws.

Section 5.07 - President.

Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of the Board (if there be such an officer), the president shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. He shall be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board or these bylaws.

Section 5.08 - Vice President.

In the absence or disability of the president, the vice presidents, in order of their rank as fixed by the Board, or if not ranked, the vice president designated by the Board, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or these bylaws.

Section 5.09 - Secretary.

A. The secretary shall keep, or cause to be kept, at the principal office or such other place as the Board may direct, a book of (i) minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present and absent at directors' meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof; and (ii) any waivers, consents, or approvals authorized to be given by law or these bylaws.

B. The secretary shall keep, or cause to be kept, at the principal office, a share register, or a duplicate share register, showing (i) the name of each shareholder and his or her address; (ii) the number and class or classes of shares held by each, and the number and date of certificates issued for the same; and (iii) the number and date of cancellation of every certificate surrendered for cancellation.

C. The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board required by these bylaws or by law to be given, and he shall keep the seal of the Corporation, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.

Section 5.10 - Treasurer/Chief Financial Officer.

A. The treasurer/chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all times be open to inspection by any director.

B. The treasurer/chief financial officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.

ARTICLE 6

MISCELLANEOUS

Section 6.01 - Record Date And Closing Stock Books.

The Board may fix a time in the future, for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meetings, or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as herein set forth. The Board may close the books of the Corporation against transfers of shares during the whole, or any part, of any such period.

Section 6.02 - Inspection Of Corporate Records.

The share register or duplicate share register, the books of account, and records of proceedings of the shareholders and directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his interests as a shareholder or as the holder of a voting trust certificate, and shall be exhibited at any time when required by the demand of ten percent (10%) of the shares represented at any shareholders' meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a shareholders' meeting shall be made in writing upon the president, secretary, or assistant secretary, and shall state the reason for which inspection is requested.

Section 6.03 - Checks, Drafts, Etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.

Section 6.04 - Contracts: How Executed.

The Board, except as otherwise provided in these bylaws, may authorize any officer, officers, agent, or agents, to enter into any contract, deed or lease, or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or for any amount.

Section 6.05 - Certificates Of Stock.

A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by original or facsimile signature of two directors or officers of the Corporation, and the seal of the Corporation may be affixed thereto. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk or another director or officer.

Section 6.06 - Representations Of Shares Of Other Corporations.

The president or any vice president and the secretary or assistant secretary of this Corporation are authorized to vote, represent, and exercise on behalf of this Corporation, all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

Section 6.07 - Inspection Of Bylaws.

The Corporation shall keep in its principal office for the transaction of business the original or a copy of these bylaws, as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 6.08 - Indemnification.

A. The Corporation shall indemnify its officers and directors for any liability including reasonable costs of defense arising out of any act or omission of any officer or director on behalf of the Corporation to the full extent allowed by the laws of the State of Nevada, if the officer or director acted in good faith and in a manner the officer or director reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

B. Any indemnification under this section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because the officer or director has met the applicable standard of conduct. Such determination shall be made by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, regardless of whether or not such a quorum is obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.

ARTICLE 7

NOTICES

Section 7.01 - Method of Giving Notice

Unless the Articles, these bylaws or the provisions of Nevada corporate law provide otherwise, a notice, statement, report or other record required or permitted by these bylaws or the provisions of Nevada corporate law to be sent by or to a person may be sent by any one of the following methods:

(1) ordinary mail or private carrier, addressed to the person at the applicable address for that person as follows:

(a) for a record mailed to a shareholder, addressed to such shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice;

(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Corporation or the mailing address provided by the recipient for the sending of that record or records of that class;

(2) sending the record by facsimile transmission to the fax number provided by the intended recipient for the sending of that record or records of that class;

(3) sending the record by electronic transmission or email to the email address provided by the intended recipient for the sending of that record or records of that class; or

(4) physical delivery to the intended recipient.

Section 7.02 - Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail or sent by private carrier to the applicable address for that person referred to in Section 7.02 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A record that is sent by facsimile transmission, electronic transmission or email, or personal delivery is deemed to be received by the intended recipient on the day the record is sent.

Section 7.03 - Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Corporation or of any other corporation acting in that behalf for the Corporation stating that a notice, statement, report or other record was addressed as required by Section 7.01, prepaid and mailed or otherwise sent as permitted by Section 7.01 is conclusive evidence of that fact.

Section 7.04 - Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Corporation to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

Section 7.05 - Revocation of Email Notices

A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Corporation in the form of a record. The consent of any shareholder or director is revoked if (a) the Corporation is unable to electronically transmit two consecutive notices given by the Corporation in accordance with the consent, and (b) this inability becomes known to the Secretary, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.

ARTICLE 8

AMENDMENTS

Section 8.01 - Power Of Directors.

New bylaws may be adopted, or these bylaws may be altered, amended or repealed by the Board of Directors by resolution of a majority of the Board.

Section 8.02 - Power Of Shareholders.

New bylaws may be adopted, or these bylaws may be altered, amended or repealed, by the affirmative vote of the shareholders collectively having a majority of the voting power or by the written assent of such shareholders.

CERTIFICATE

The undersigned does hereby certify that the undersigned is the Secretary of the Corporation as named at the outset in these bylaws, a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing bylaws of said Corporation were duly and regularly adopted as such by the Board of Directors of the Corporation at a meeting of said Board, which was duly held on the 10th day of August, 2007, that the above and foregoing bylaws are now in full force and effect.

DATED this 10th day of August, 2007.

/s/ Mal Bains
Mal Bains, Secretary

Exhibit 4.1

Specimen Stock Certificate

NUMBER ______________	INCORPORATED IN NEVADA Sungro Minerals Inc.		SHARES ______________
	Authorized Common Stock: Par Value:	75,000,000 $.001	CUSIP ________________

THIS CERTIFIES THAT ________________________________________________

IS THE REGISTERED HOLDER OF ________________________________

fully paid and non-assessable shares in the Capital of the above named Corporation transferable on the books of the Company by the registered holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed and assigned. This certificate and the shares represented hereby are subject to the laws of the State of Nevada, and to the Articles of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This Certificate is not value unless countersigned by the Transfer Agent and Registrar of the Company.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers.

[corporate seal]

Issued on: ____________

_____________________________
President

_____________________________
Secretary

Countersigned & Registered:
[Transfer Agent and Registrar]

[BACK OF SHARE CERTIFICATE]

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.
	TEN COM	- as tenants in common
	TEN ENT	- as tenants by the entireties
	JT TEN	- as joint tenants with the right of survivorship and not as tenants in common
	(Name) CUST (Name) UNIF GIFT MIN ACT (State)	- (Name) as Custodian for (Name) under the (State) uniform Gifts to Minors Act
	In the case of an individual assignee, show at least one given name in full
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

PLEASE INSERT SOCIAL INSURANCE NUMBER,
SOCIAL SECURITY NUMBER, OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE

S.I.N./S.S.N. ______________________________

_________________________________________________________________________________________________
Please print or typewrite name and address (including postal code or zip code, as applicable) of transferee

_______________________________________________ shares registered in the name of the undersigned on the books of the Company named on the face of this certificate and represented hereby, and irrevocably constitutes and appoints a duly authorized officer of the transfer agent and registrar as the attorney of the undersigned to transfer the said shares on the register of transfers and books of the Company with full power of substitution hereunder.

DATED: ___________________ 20____		Signature: ______________________
NOTICE:	The signatures of this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatsoever, and must be guaranteed by a Canadian chartered bank or eligible guarantor institution with membership in an approved signature guarantee medallion program. Signature Guaranteed By:

Exhibit 5.1

FRASER AND COMPANY LLP
Barristers & Solicitors
999 West Hastings Street, Suite 1200
Vancouver, British Columbia, Canada V6C 2W2
Tel: (604) 669-5244
Fax: (604) 669-5791

February 22, 2008

Sungro Minerals Inc.
7445 132 ^nd Street, Suite 2008
Surrey, British Columbia V3W 5S8

Attention: Mal Bains, President

Dear Sir:

Re: Registration Statement on Form S-1
4,750,000 Shares of Common Stock, $.001 par value

We are writing as your counsel in connections with a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the "SEC") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), the offering of up to 4,750,000 shares (the "Shares") of Common Stock, $.001 par value, of Sungro Minerals Inc., a Nevada corporation (the "Company"), by the selling shareholders named in the Registration Statement (the "Selling Shareholders").

In connection with rendering this opinion we have examined originals or copies of the following documents and instruments (collectively, the "Documents"):

(a) the Articles of Incorporation of the Company;

(b) the By-Laws of the Company;

(d) such other records and documents as we have deemed relevant for the purpose of rendering this opinion.

In our examination, we have assumed, without investigation, the authenticity of the Documents, the genuineness of all signatures to the Documents, the legal capacity of all persons who executed the Documents and valid execution by all parties to the Documents, and that such Documents are free from any form of fraud, misrepresentation, duress or criminal activity, and the conformity of the originals of the Documents which were submitted to us as copies.

Based upon the foregoing and in reliance thereof, it is our opinion that the Shares will, when sold by the Selling Shareholders, be legally issued, fully paid and non-assessable. This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement.

This opinion is limited to the laws of the State of Nevada and opines upon Nevada law, including the statutory provision of the State of Nevada, all applicable provisions of the Nevada Constitution and all reported judicial decisions interpreting those laws. However, we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to our law firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,

FRASER AND COMPANY LLP

per: /s/ Ailin Wan

Ailin Wan*

* Also a member of Massachusetts bar

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 14

SUNGRO MINERALS INC.
(the "Company")

CODE OF ETHICS AND BUSINESS CONDUCT
FOR THE SENIOR EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS
(the "Code")

This Code applies to the Chief Executive Officer, President, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions within the Company (the "Senior Officers"). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all Senior Officers of the Company. All Senior Officers should conduct themselves accordingly and seek to avoid the appearance of improper behaviour in any way relating to the Company.

Any Senior Officer who has any questions about the Code should consult with the Chief Executive Officer, the Company's board of directors (the "Board") or the Company's audit committee (the "Audit Committee").

The Company has adopted the Code for the purpose of promoting:
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company that are within the Senior Officer's area of responsibility;
compliance with applicable governmental laws, rules and regulations;
the prompt internal reporting of violations of the Code; and
accountability for adherence to the Code.

HONEST AND ETHICAL CONDUCT

Each Senior Officer owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Senior Officers must adhere to a high standard of business ethics and are expected to make decisions and take actions based on the best interests of the Company, as a whole, and not based on personal relationships or benefits. Generally, a "conflict of interest" occurs when a Senior Officer's personal interests is, or appears to be, inconsistent with, interferes with or is opposed to the best interests of the Company or gives the appearance of impropriety.

Business decisions and actions must be made in the best interests of the Company and should not be influenced by personal considerations or relationships. Relationships with the Company's stakeholders - for example suppliers, competitors and customers - should not in any way affect a Senior Officer's responsibility and accountability to the Company. Conflicts of interest can arise when a Senior Officer or a member of his or her family receive improper gifts, entertainment or benefits as a result of his or her position in the Company.

Specifically, each Senior Officer must:

act with integrity, including being honest and candid while still maintaining the confidentiality of information when required or consistent with the Company's policies;
avoid violations of the Code, including actual or apparent conflicts of interest with the Company in personal and professional relationships;
disclose to the Board or the Audit Committee any material transaction or relationship that could reasonably be expected to give rise to a breach of the Code, including actual or apparent conflicts of interest with the Company;
obtain approval from the Board or Audit Committee before making any decisions or taking any action that could reasonably be expected to involve a conflict of interest or the appearance of a conflict of interest;
observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies;
maintain a high standard of accuracy and completeness in the Company's financial records;
ensure full, fair, timely, accurate and understandable disclosure in the Company's periodic reports;
report any violations of the Code to the Board or Audit Committee;
proactively promote ethical behaviour among peers in his or her work environment; and
maintain the skills appropriate and necessary for the performance of his or her duties.

DISCLOSURE OF COMPANY INFORMATION

As a result of the Company's status as a public company, it is required to file periodic and other reports with the SEC. The Company takes its public disclosure responsibility seriously to ensure that these reports furnish the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Company. All disclosures contained in reports and documents filed with or submitted to the SEC, or other government agencies, on behalf of the Company or contained in other public communications made by the Company must be complete and correct in all material respects and understandable to the intended recipient.

The Senior Officers, in relation to his or her area of responsibility, must be committed to providing timely, consistent and accurate information, in compliance with all legal and regulatory requirements. It is imperative that this disclosure be accomplished consistently during both good times and bad and that all parties in the marketplace have equal or similar access to this information.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions, and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the book" funds, assets or liabilities should not be maintained unless permitted by applicable law or regulation. Senior Officers involved in the preparation of the Company's financial statements must prepare those statements in accordance with generally accepted accounting principles, consistently applied, and any other applicable accounting standards and rules so that the financial statements materially, fairly and completely reflect the business transactions and financial statements and related condition of the Company. Further, it is important that financial statements and related disclosures be free of material errors.

Specifically, each Senior Officer must:

familiarize himself or herself with the disclosure requirements generally applicable to the Company;
not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, including the Company's independent auditors, governmental regulators, self-regulating organizations and other governmental officials;
to the extent that he or she participates in the creation of the Company's books and records, promote the accuracy, fairness and timeliness of those records; and
in relation to his or her area of responsibility, properly review and critically analyse proposed disclosure for accuracy and completeness.

CONFIDENTIAL INFORMATION

Senior Officers, directors and employee must maintain the confidentiality of confidential information entrusted to them by the Company of its customers, suppliers, joint venture partners, or others with whom the Company is considering a business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers or suppliers, if disclosed. It also includes information that suppliers, customers and other parties have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

Records containing personal data about employees or private information about customers and their employees are confidential. They are to be carefully safeguarded, kept current, relevant and accurate. They should be disclosed only to authorized personnel or as required by law.

All inquiries regarding the Company from non-employees, such as financial analysts and journalists, should be directed to the Board or the Audit Committee. The Company's policy is to cooperate with every reasonable request of government investigators for information. At the same time, the Company is entitled to all the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing, including legal representation. If a representative of any government or government agency seeks an interview or requests access to data or documents for the purposes of an investigation, the Senior Officer should refer the representative to the Board or the Audit Committee. Senior Officers also should preserve all materials, including documents and e-mails that might relate to any pending or reasonably possible investigation.

COMPLIANCE WITH LAWS

The Senior Officers must respect and obey all applicable foreign, federal, state and local laws, rules and regulations applicable to the business and operations of the Company.

Senior Officers who have access to, or knowledge of, material nonpublic information from or about the Company are prohibited from buying, selling or otherwise trading in the Company's stock or other securities. "Material nonpublic" information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell stock or other securities.

Senior Officers also are prohibited from giving "tips" on material nonpublic information, that is directly or indirectly disclosing such information to any other person, including family members, other relatives and friends, so that they may trade in the Company's stock or other securities.

Furthermore, if, during the course of a Senior Officer's service with the Company, he or she acquires material nonpublic information about another company, such as one of the Company's customers or suppliers, or the Senior Officer learns that the Company is planning a major transaction with another company (such as an acquisition), the Senior Officer is restricted from trading in the securities of the other company.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

The Company, through the Board or the Audit Committee, is responsible for applying this Code to specific situations in which questions may arise and has the authority to interpret this Code in any particular situation. This Code is not intended to provide a comprehensive guideline for Senior Officers in relation to their business activities with the Company. Any Senior Officer may seek clarification on the application of this Code from the Board or the Audit Committee.

Each Senior Officer must:

notify the Company of any existing or potential violation of this Code, and failure to do so is itself a breach of the Code; and
not retaliate, directly or indirectly, or encourage others to do so, against any employee or Senior Officer for reports, made in good faith, of any misconduct or violations of the Code solely because that employee or Senior Officer raised a legitimate ethical issue.

The Board or the Audit Committee will take all action it considers appropriate to investigate any breach of the Code reported to it. All Senior Officers, directors and employees are required to cooperate fully with any such investigations and to provide truthful and accurate information. If the Board or the Audit Committee determines that a breach has occurred, it will take or authorize disciplinary or preventative action as it deems appropriate, after consultation with the Company's counsel if warranted, up to and including termination of employment. Where appropriate, the Company will not limit itself to disciplinary action but may pursue legal action against the offending Senior Officer involved. In some cases, the Company may have a legal or ethical obligation to call violations to the attention of appropriate enforcement authorities.

Compliance with the Code may be monitored by audits performed by the Board, Audit Committee, the Company's counsel and/or by the Company's outside auditors. All Senior Officers, directors and employees are required to cooperate fully with any such audits and to provide truthful and accurate information.

Any waiver of this Code for any Senior Officer or director may be made only by the Board or the Audit Committee and will be promptly disclosed to stockholders and others, as required by applicable law. The Company must disclose changes to and waivers of the Code in accordance with applicable law.

Adopted this 13 ^th day of February, 2008.

/s/ Mal Bains
Mal Bains, President

ACKNOWLEDGMENT AND CERTIFICATION

I acknowledge and certify that I have read and understand the information set forth in the Code of Ethics of Sungro Minerals Inc. and will comply with these principles in my daily work activities. I am not aware of any violation of the standards of the Company's Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not constitute a contract of employment.

Date:
Name (print):
Position:
Address:

Signature:

This signed and completed form must be returned to the President of the Company.

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

The Board of Directors
Sungro Minerals Inc.
(an exploration stage company)

We consent to the use in the Registration Statement of Sungro Minerals Inc. (an exploration stage company) on Form S-1 (the "Registration Statement") of our Auditors' Report dated January 28, 2008 on the balance sheet of Sungro Minerals Inc. (an exploration stage company) as at November 30, 2007, and the related statements of operations, stockholders' equity and cash flows for the period from incorporation on August 10, 2007 to November 30, 2007.

In addition, we consent to the reference to us under the heading "Experts" in the Registration Statement.

" MacKay LLP "

MACKAY LLP
CHARTERED ACCOUNTANTS

Vancouver, British Columbia
Canada

February 22, 2008

Exhibit 23.3

CONSENT TO USE OF GEOLOGY REPORT

To the Board of Directors of
Sungro Minerals Inc.

I hereby consent to the inclusion of my name in connection with the Form S-1 Registration Statement filed with the Securities and Exchange Commission and reference to my summary report of November 20, 2007, for the registrant, Sungro Minerals Inc.

/s/ Ian Foreman
Foremost Geological Consulting
Ian Foreman, P. Geo, Geologist
Vancouver, B.C.

February 22, 2008