UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 23, 2007
STERLING GROUP VENTURES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-51775 | 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 June 23, 2007, Sterling Group Ventures, Inc. ("Sterling"), entered into a consulting agreement with Zhongchuan Mining Co. Ltd., a company organized under the laws of China ("Zhongchuan").
Zhongchuan has been contracted to assist Sterling in obtaining certain government approvals in China to facilitate the establishment of a joint venture company that is required for Sterling to build a lithium mining operation in Tibet which is its core business. The government approval being sought by Sterling is key to the success of Sterling's proposed lithium mine venture.
If Zongchuan is successful in its efforts then it will be compensated by receiving from Sterling an amount of shares equal to ten percent of Sterling's then issued and outstanding capital. No other compensation is due.
Section 9 – Financial Statements and Exhibits
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. | Identification of Exhibit |
| 10.1 | Consulting agreement between Sterling Group Ventures Inc. and Zhongchuan Mining Co. Ltd., dated June 23, 2007 |
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
June 27, 2007