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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 3, 2006

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

NEVADA 333-97187 72-1535634
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

900 -789 WEST PENDER STREET,  
VANCOUVER, B.C., CANADA V6C 1H2
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 893-8891

n/a
(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Section 1 – Registrant’s Business and Operations

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 3, 2006, Sterling Group Ventures, Inc. (“Sterling ”), through its wholly owned subsidiary, Micro Express Ltd. (“Micro”), signed an agreement (the “Agreement”) with Sichuan Province Mining Ltd. (“SPM”) regarding early investment of Micro to Sichuan Jiajika Spodumene project.

Pursuant to the Agreement, the parties have confirmed that Micro’s early investment of 2.48 million Yuan (RMB) to Sichuan Ganzi Jiajika Spodumene project shall be paid back 1.2 million Yuan (RMB) before April 15, 2006 and 1.28 million Yuan (RMB) before March 30, 2007 to Micro by SPM. If SPM does not make the payment of 1.28 million to Micro before March 30, 2007, then 1.28 million yuan will be converted into Micro’s interest in Jiajika project of SPM as the formula of 1.28 million Yuan divided by registered capital contribution in Jiajia project by SPM, then multiply 100%. Either party shall not have any other liabilities to the other party and the Agreement shall replace all previous signed agreements, contracts and MOU between Micro and SPM.

Section 9 – Financial Statements and Exhibits

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.   Description

10.1   Agreement between Micro Express Ltd. and Sichuan Province Mining Ltd.

SIGNATURES

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

STERLING GROUP VENTURES, INC.

/s/ Raoul Tsakok               
Raoul Tsakok
Chairman & CEO

March 3, 2006

Exhibit 10.1

Agreement

Micro Express Ltd. (“Micro”) and Sichuan Province Mining Ltd (“SPM”) started the cooperation for Sichuan Ganzi Jiajika Spodumene project since 2003. Since external conditions have been changed, Micro and SPM have agreed that both parties cannot reach their own cooperation purposes, therefore, both parties through friendly negotiation have made the following arrangements regarding early investment of Micro Express Ltd. to Sichuan Jiajika Spodumene project.

1.     
Micro and SPM have confirmed that Micro’s early investment to Sichuan Ganzi Jiajika Spodumene project is 2.48 million Yuan (RMB), which investment shall be paid back to Micro by SPM. Either party shall not have any other liabilities to the other party.
 
2.     
Payment schedule:

2.1  Before April 15, 2006, SPM shall pay back 1.2 million yuan to Micro.

2.2  Before March 30, 2007, SPM shall pay back 1.28 million yuan to Micro.
 
3.     
If SPM cannot pay back to Micro according to 2.2, then 1.28 million yuan will be converted into Micro’s interest in Jiajika project held by SPM according to the following formula:
Micro’s interest in SPM holding position in Jiajika project is (1.28 million yuan) / (registered capital contribution in Jiajika project by SPM) *100%.
 
4.     
This agreement shall replace all previous signed agreements, contracts and MOU between Micro and SPM.
 
5.     
There are two copies of this agreement. Each party holds one copy.
 
Micro Express Ltd.   Sichuan Province Mining Ltd.  
   
Signed by its representative  Signed by its representative 
   
“Richard Shao”           “Yunxin Liu”              
   
Date: March 3, 2006  Date: March 3, 2006