---

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

FORM 10-Q

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended November 30, 2009.

[   ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from _________ to _______ .

Commission file number: 000-51775

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

Nevada	72-1535634
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Suite 900 - 789 West Pender Street, Vancouver, B.C. V6C 1H2
(Address of principal executive offices) (Zip Code)

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

N/A
(Former name, former address and former fiscal year, if changes since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]    No [   ]

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

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]     No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of January 13, 2010.

Title of each class	Number of shares
Common Stock, par value $0.001 per share	43,826,175

1

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STERLING GROUP VENTURES, INC.
FORM 10-Q
INDEX

		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)	3
	Interim Consolidated Balance Sheets of Sterling Group Ventures, Inc. at November 30, 2009 and May 31, 2009	3
	Interim Consolidated Statements of Operations for the six months ended November 30, 2009 and 2008 and for the Period from July 27, 1994 (Date of Inception) to November 30, 2009	4
	Interim Consolidated Statements of Cash Flows for the three and six months ended November 30, 2009 and 2008 and for the Period from July 27, 1994 (Date of Inception) to November 30, 2009	5
	Interim Consolidated Statements of Stockholders' Equity for the period from July 27, 1994 (Date of Inception) to November 30, 2009	6
	Notes to the Interim Consolidated Financial Statements	7-17
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls And Procedures	21
PART II - OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Submission of Matters to a Vote of Security Holders	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
Signatures		24
Index to Exhibits		25

2

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PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
November 30, 2009 and May 31, 2009

		November 30,			May 31,
Stated in U.S. dollars		2009			2009
		(Unaudited)
ASSETS
Current Assets
Cash	$	207,711		$	192,002
Cash held in trust - Note 5		33			55,320
GST refundable		12,215			9,577
Prepaid expenses		13			270
Total current assets		219,972			257,169
Equipment		141			454
Total Assets	$	220,113		$	257,623
LIABILITIES AND CAPITAL DEFICIT
Current Liabilities
Accounts payable and other accrued liabilities - Note 3	$	502,838		$	461,545
Capital Deficit
Common Stock : $0.001 Par Value - Note 4
Authorized : 500,000,000
Issued and Outstanding : 43,826,175 (May 31, 2009 - 43,826,175)		43,826			43,826
Additional Paid In Capital		2,652,924			2,652,924
Warrants - Note 4		544,964			544,964
Accumulated Other Comprehensive Loss		(583	)		(583	)
Deficit accumulated during the exploration stage		(3,523,856	)		(3,445,053	)
Total Capital Deficit		(282,725	)		(203,922	)
Total Liabilities and Capital Deficit	$	220,113		$	257,623

See accompanying notes to consolidated financial statements

3

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STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months and six months ended November 30, 2009 and 2008
and for the period from July 27, 1994 (date of inception) to November 30, 2009
(Unaudited)

See accompanying notes to consolidated financial statements

4

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STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three and six months ended November 30, 2009 and 2008
and for the period from July 27, 1994 (date of inception) to November 30, 2009
(Unaudited)

								July 27, 1994
								(Date of
		Six months ended						inception)
		November 30,						to November 30,
Stated in U.S. dollars		2009			2008			2009
Cash flows from operating activities
Net loss for the period	$	(78,803	)	$	(110,173	)	$	(3,523,856	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock compensation expense		-			-			862,018
Depreciation		313			653			9,205
Permit and engineering studies		-			-			150,000
Shareholder information and investor relations		-			-			20,447
Accounting, audit and legal fees		-			-			49,000
Translation adjustment		-			-			(106	)
Changes in non-cash working capital items related to operations
GST refundable		(2,638	)		(2,854	)		(12,215	)
Prepaid expenses		257			(542	)		21,540
Advance receivable		-			(154	)		-
Accounts payable and accrued liabilities		41,293			(69,899	)		522,318
Net cash used in operating activities		(39,578	)		(182,969	)		(1,901,649	)
Cash flows from investing activities
Advance on investment		-			-			(150,000	)
Additions to equipment		-			-			(9,346	)
Net change in cash held in trust		55,287			-			(33	)
Net cash flows provided by (used in) investing activities		55,287			-			(159,379	)
Cash flows from financing activities
Net proceeds on issuance of common stock		-			-			2,266,858
Amounts contributed by director		-			-			1,881
Net cash flows provided by financing activities		-			-			2,268,739
Net increase (decrease) in cash		15,709			(182,969	)		207,711
Cash - beginning of period		192,002			374,127			-
Cash - end of period	$	207,711		$	191,158		$	207,711
Supplemental Information :
Cash paid for :
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash Transactions :
Issuance of shares for commission paid to broker for private placement	$	-		$	-		$	72,396
Issuance of shares for services rendered	$	-		$	-		$	91,000
Issuance of shares for settlement of accounts payable	$	-		$	-		$	19,480
Issuance of share purchase warrants for finder's fee paid to broker for private placement	$	-		$	-		$	11,477

See accompanying notes to the consolidated financial statements

5

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STERLING GROUP VENTURES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
For the period from July 27, 1994 (date of inception) to November 30, 2009
(Unaudited)

																	Deficit
														Accumulated			Accumulated
					Stock			Additional						Other			During The
		Common			Amount At			Paid In						Comprehensive			Exploration
Stated in U.S. dollars		Shares			Par Value			Capital			Warrants			Loss			Stage			Total
Balance, July 27, 1994 (Date of inception)		-		$	-		$	-		$	-		$	-		$	-		$	-
Common stock		1			1			-			-			-			-			1
Amount contributed by director		-			-			1,881			-			-			-			1,881
Net loss for the periods		-			-			-			-			-			(7,902	)		(7,902	)
Balance, May 31, 2001		1		$	1		$	1,881		$	-		$	-		$	(7,902	)	$	(6,020	)
Net loss of the year		-			-			-			-			-			(1,860	)		(1,860	)
Balance, May 31, 2002		1		$	1		$	1,881		$	-		$	-		$	(9,762	)	$	(7,880	)
Net loss of the year		-			-			-			-			-			(1,360	)		(1,360	)
Balance, May 31, 2003		1		$	1		$	1,881		$	-		$	-		$	(11,122	)	$	(9,240	)
Reverse acquisition		(1	)		(1	)		(1,881	)		-			-			-			(1,882	)
Issuance of common shares for reverse acquisition		25,000,000			25,000			(23,119	)		-			-			-			1,881
Outstanding common shares of Company prior to acquisition		11,360,000			11,360			(10,883	)		-			(583	)		-			(106	)
Issuance of shares for cash pursuant to a private placement - at $0.50		1,766,000			1,766			881,234			-			-			-			883,000
Stock-based compensation		-			-			368,641			-			-			-			368,641
Net loss of the year		-			-			-			-			-			(527,446	)		(527,446	)
Balance, May 31, 2004		38,126,000		$	38,126		$	1,215,873		$	-		$	(583	)	$	(538,568	)	$	714,848
Issuance of shares for cash pursuant to a private placement - at $0.50		1,950,000			1,950			973,050			-			-			-			975,000
Issuance of shares for finder's fee of private placement		101,500			102			50,648			-			-			-			50,750
Finders' fees		-			-			(50,750	)		-			-			-			(50,750	)
Fair value of share purchase warrants (finders' fees)		-			-			(40,110	)		40,110			-			-			-
Issuance of shares for services rendered		100,000			100			41,900			-			-			-			42,000
Net loss of the year		-			-			-			-			-			(818,954	)		(818,954	)
Balance, May 31, 2005		40,277,500		$	40,278		$	2,190,611		$	40,110		$	(583	)	$	(1,357,522	)	$	912,894
Net loss for the year ended May 31, 2006		-			-			-			-			-			(461,201	)		(461,201	)
Balance, May 31, 2006		40,277,500		$	40,278		$	2,190,611		$	40,110		$	(583	)	$	(1,818,723	)	$	451,693
Issuance of shares for cash pursuant to a private
placement - at $0.15		2,750,300			2,750			409,795			-			-			-			412,545
Issuance of shares for finder's fee of
private placement		123,690			124			21,522			-			-			-			21,646
Finders' fees		-			-			(21,646	)											(21,646	)
Share issuance costs		-			-			(3,687	)		-			-			-			(3,687	)
Fair value of share purchase warrants (finders' fees)		-			-			(9,895	)		9,895			-			-			-
Revaluation of share purchase warrants		-			-			(1,582	)		1,582			-			-			-
Issuance of shares for services rendered		350,000			350			48,650			-			-			-			49,000
Net loss for the year ended May 31, 2007		-			-			-			-			-			(864,485	)		(864,485	)
Balance, May 31, 2007		43,501,490		$	43,502		$	2,633,768		$	51,587		$	(583	)	$	(2,683,208	)	$	45,066
Issuance of shares for services rendered at $0.06		324,685			324			19,156			-			-			-			19,480
Revaluation of share purchase warrants					-			-			409,525			-			-			409,525
Net loss for the year ended May 31, 2008		-			-			-			-			-			(516,440	)		(516,440	)
Balance, May 31, 2008		43,826,175		$	43,826		$	2,652,924		$	461,112		$	(583	)	$	(3,199,648	)	$	(42,369	)
Revaluation of share purchase warrants					-			-			83,852			-			-			83,852
Net loss for the year ended May 31, 2009		-			-			-			-			-			(245,405	)		(245,405	)
Balance, May 31, 2009		43,826,175		$	43,826		$	2,652,924		$	544,964		$	(583	)	$	(3,445,053	)	$	(203,922	)
Net loss for the six months ended November 30, 2009		-			-			-			-			-			(78,803	)		(78,803	)
Balance, November 30, 2009		43,826,175		$	43,826		$	2,652,924		$	544,964		$	(583	)	$	(3,523,856	)	$	(282,725	)

See accompanying notes to consolidated financial statements

6

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STERLING GROUP VENTURES, INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

November 30, 2009 and 2008

(Unaudited)

Note 1	Interim Reporting and Ability to Continue as a Going Concern
	While the information presented in the accompanying interim six-month consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, result of operations and cash flows for the interim periods presented. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these consolidated financial statements be read in conjunction with the Company’s May 31, 2009 annual consolidated financial statements.
	Operating results for the six-month period ended November 30, 2009 are not necessarily indicative of the results that can be expected for the year ending May 31, 2010.
	The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applicable in the United States to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At November 30, 2009, the Company had a working capital deficiency of $282,866, has not yet achieved profitable operations, has accumulated losses of $3,523,856 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.
	These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Micro Express Holdings Inc., Micro Express Ltd., Huyana Ventures Limited, Makaelo Holdings Inc. and Makaelo Limited. All inter-company transactions and account balances have been eliminated.
(a)	Recently Adopted Accounting Policies
	FASB Accounting Standards Codification — Effective for interim and annual periods ending after September 15, 2009, the FASB has defined a new hierarchy for U.S. GAAP and established the FASB Accounting Standards Codification (ASC) as the sole source for authoritative guidance to be applied by nongovernmental entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance is referenced, but it does not have any impact on the Company’s financial position or results of operations

7

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 1	Interim Reporting and Ability to Continue as a Going Concern - Continued
(a)	Recently Adopted Accounting Policies – Continued
	In April 2009, the FASB issued additional disclosure requirements related to fair values, which are included in ASC 820, “Interim Disclosures about Fair Value of Financial Instruments.” The provisions require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in the annual financial statements. The required disclosures were effective for interim reporting periods ending after June 15, 2009. The adoption of the provision did not have a material impact on the Company’s statements of financial position, results of operations and cash flows.
	In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value,” or ASU 2009-05, which amends ASC 820 to provide clarification of a circumstances in which a quoted price in an active market for an identical liability is not available. A reporting entity is required to measure fair value using one or more of the following methods: 1) a valuation technique that uses a) the quoted price of the identical liability when traded as an asset or b) quoted prices for similar liabilities (or similar liabilities when traded as assets) and/or 2) a valuation technique that is consistent with the principles of ASC 820. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to adjust to include inputs relating to the existence of transfer restrictions on that liability. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.
	The Company adopted ASC 805-10 “Business Combinations”. ASC 805-10 is applicable to business combinations consummated after the effective date of December 15, 2008. The adoption of ASC 805- 10 might affect the Company’s financial position or results of operations in the future when the Company enters into a business combination with another company.
	The Company adopted ASC 810-10, “Non-controlling Interests in Consolidated Financial Statements. ASC 810-10 changes the accounting and reporting for minority interests, which is re-characterized as non-controlling interests and classified as a component of equity. ASC 810-10 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. The adoption of the ASC 810-10 did not have a material impact on the Company’s consolidated financial statements.
	The Company adopted ASC 815-10 “Disclosures about Derivative Instruments and Hedging Activities”. This guidance requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This guidance encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of the ASC 815-10 did not have a material impact on the Company’s consolidated financial statements.
	The Company adopted ASC 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of the ASC 855 did not have a material impact on the Company’s consolidated financial statements. The Company has evaluated subsequent events through January 13, 2010 which represents the date on which the interim financial statements were issued.

8

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 1	Interim Reporting and Ability to Continue as a Going Concern – Continued
(a)	Recently Adopted Accounting Policies - Continued
	ASC 860, “Transfers and Servicing”, was amended to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. The amendments to ASC 860 are effective as of the beginning of an entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. The amendments must be applied to transfers occurring on or after the effective date. While the Company is still analyzing the effects of the adoption of the amendments, the Company does not believe that the adoption will have a material effect on the financial position, results of operations or cash flows.
	In September 2009, the FASB issued ASU No. 2009-12, “Fair Value Measurements and Disclosure”, which provides additional guidance on using the net asset value per share, provided by an investee, when estimating the fair value of an alternate investment that does not have a readily determinable fair value and enhances the disclosures concerning these investments. ASU 2009-12 is effective for interim and annual periods ending after December 15, 2009. The Company is currently evaluating the impact, if any, that the adoption of this amendment will have on the financial statements.
	In October 2009, FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): “Multiple Deliverable Revenue Arrangements. ASU No. 2009-13 modifies ASC 605-25, “Revenue Recognition - Multiple-Element Arrangements”. ASU No. 2009-13 requires an entity to allocate the revenue at the inception of an arrangement to all of its deliverables based on their relative selling prices. This guidance eliminates the residual method of allocation of revenue in multiple deliverable arrangements and requires the allocation of revenue based on the relative selling price method. The determination of the selling price for each deliverable requires the use of a hierarchy designed to maximize the use of available objective evidence, including, VSOE, third party evidence of selling price (TPE) or estimated selling price (ESP).

9

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 2	Mineral Properties
	Summary of mineral properties expenses for the three-month and six-month periods ended November 30, 2009 and 2008 and for the cumulative period from date of inception (July 27, 1994) to November 30, 2009:

10

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 2

Mineral Properties - Continued

			DXC			Jiajika
			Salt Lake			Spodumene
	Summary of mineral property expenditures		Property			Property
	From Date of Inception (July 27, 1994) to November 30, 2009
	Balance, May 31, 2003	$	-		$	-
	Administrative		-			471
	Consulting fees		-			9,263
	Travel		-			2,763
	Balance, May 31, 2004		-			12,497
	Administrative		-			6,598
	Consulting fees		-			33,799
	Feasibility study		-			157,769
	Permit costs		-			150,000
	Travel		-			15,085
	Balance, May 31, 2005		-			375,748
	Administrative		5,560			2,100
	Consulting fees		46,629			12,062
	Engineering studies		26,933			-
	Feasibility study		29,080			-
	Geophysical study		31,114			-
	Legal fees		623			-
	Topography measurement		32,266			-
	Travel		30,953			8,009
	Wages and benefits		33,601			-
	Cost recovery		-			(309,058	)
	Balance, May 31, 2006		236,759			88,861
	Administrative		5,200			-
	Consulting fees		134,580			-
	Engineering studies		38,063			-
	Mining permit		382,920			-
	Topography measurement		15,001			-
	Legal fees		9,695			-
	Travel		53,262			488
	Wages and benefits		35,687			-
	Balance, May 31, 2007		911,167			89,349
	Administrative		706			-
	Consulting fees		60,548			-
	Travel		5,456			-
	Legal fees		11,566			-
	Balance, May 31, 2008		989,443			89,349
	Administrative		867			-
	Consulting fees		27,890			-
	Travel		16,959			-
	Legal fees		7,008			-
	Balance, May 31, 2009		1,042,167			89,349
	Administrative		88			-
	Travel		4,606			-
	Balance, November 30, 2009	$	1,046,861		$	89,349

11

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 2	Mineral Properties – Continued
	Not included in the table above was a total of $132,878 of costs incurred on other properties which were abandoned during the years ended May 31, 2006 and 2007.

	a)	Dangxiongcuo Salt Lake Project
		On September 16, 2005, the Company, through its wholly owned subsidiary, Micro Express Holdings Inc. (“Micro”), signed an agreement (the “Mianping Agreement”) for the development of Dangxiongcuo salt lake property (“DXC Salt Lake”) in Nima county of Naqu district in Tibet, China.
		Pursuant to the Mianping Agreement, the parties agreed to set up a Cooperative Company, (the “Cooperative”) to develop the DXC Salt Lake. The objective of the Cooperative was to use the funds provided by the Company and the skills and technology provided by the other party to produce lithium carbonate and borate from brine. The Company, through Micro, was to own 65% of the Cooperative. It was anticipated that the total investment in the Cooperative would be approximately 240 million RMB (or approximately US$35 million). The Cooperative Company was never set up. On July 3, 2007, Micro received a letter from the other party to the Mianping Agreement stating that the agreement between Micro and the other party should be deemed terminated as a result of lack of progress in the approval for the establishment of the joint venture company and is considering a lawsuit against the Company and Micro. Micro has responded that the other party’s claim has no legal grounds as the lack of progress is not caused by Micro. There has been no legal action to date and none is expected. By letter dated August 25, 2008, Beijing Mianping Salt Lake Research Institute (“Mianping”) has confirmed that the agreement dated September 16, 2005 was terminated effective July 8, 2008. This agreement was replaced by the agreement with Zhong Chuan International Mining Holdings Co. Ltd. dated July 8, 2008.
		On July 8, 2008, the Company signed an agreement (the "Agreement") with the shareholders of Monte Sea Holdings Ltd. ("Monte Sea Shareholders") and a third party to restructure the transactions contemplated under the September 16, 2005 agreement. The parties wish to jointly develop the DXC Salt Lake property and lithium resources in Tibet including an exploration license, and elsewhere (the “Property”), by way of a cooperative joint venture. Monte Sea Shareholders and the third party are to provide RMB100,000,000 ($14,584,000) to finance the DXC property to production.
		Pursuant to the Agreement, the parties wish to establish a Sino-foreign cooperative joint venture company ("CJV") for the purpose of applying for and holding required approvals, permits and licenses with respect to the development of the Property.
		The Parties agree that an operating company ("Opco") will be established in Tibet prior to the establishment of the CJV for the purpose of applying for and holding required approvals, permits and licenses with respect to the development of the Property. The Opco shall hold all such approvals, permits and licenses in trust for the CJV.
		Under the Agreement, the CJV will be established within 90 days, subject to required regulatory approval and based on a joint venture agreement by way of acquisition of interest in the Opco by Monte Sea Holdings Ltd. (“Monte Sea”), or by way of incorporation under the Chinese laws. Monte Sea shall hold up to 65% but no less than 51% of shares in the CJV. CJV shall own and hold all the Property.
		If for any Chinese regulatory or policy reasons, Monte Sea is not permitted to have more than fifty-one percent (51%) interest in the CJV, then the CJV agreement will be revised such that:

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 2

Mineral Properties – Continued

	a)	Dangxiongcuo Salt Lake Project – Continued
		(i)	Monte Sea shall have a forty-nine percent (49%) interest in the CJV;
		(ii)	Monte Sea shall be entitled to receive returns on its investment in the CJV on a priority and accelerated basis until its investment in the CJV and the Property is fully recovered; and
		(iii)	Monte Sea shall be permitted to manage the daily operation of the CJV pursuant to a management agreement to be entered into on terms and conditions satisfactory to the Company.
		Upon the Agreement being effective and termination of the agreement dated September 16, 2005, the Company will be repaid RMB6,000,000 (approximately $875,000). As of November 30, 2009, the Company has received $nil in regards to this agreement.
		Upon signing of this Agreement and subject to applicable regulatory approval, Monte Sea Shareholders shall subscribe for 5,000,000 units (the "Units") to be issued by the Company at $0.15 per Unit. Each Unit shall consist of one common share in the stock of the Company, and one warrant which shall entitle the Monte Sea shareholders to purchase one common share in the stock of the Company at $0.16 per share within two years from the date of the issuance of the Units.
		Subject to applicable regulatory approval, the Company shall cause 200,000,000 shares to be issued to the Monte Sea Shareholders within ten working days from the date transfer of the exploration license to the CJV is approved by the Chinese regulators, in exchange for all the shares then issued and outstanding in the stock of Monte Sea and held by Monte Sea Shareholders (the "Share Exchange"). The Share Exchange may be conducted and completed at an earlier date as long as the Company and Monte Sea Shareholders may agree in writing. This transaction would be accounted for as a reverse acquisition.
		Subject to applicable regulatory approval, the Company shall cause 87,910,000 shares in the capital of the Company to be issued to the Monte Sea Shareholders at no additional cost, upon receipt by the CJV of a mining license and such other permits or approvals for the Property, permitting the full exploitation and development of the Property.
		The Company intends to, when and as required by the CJV, arrange and complete financing for the operation of the CJV.
		Zhong Chuan shall, together with Monte Sea Shareholders, provide funds no less than RMB 100,000,000 (or US dollar equivalent thereof) for the purpose of meeting registered capital payment requirements in the registration and operation of the CJV. Zhong Chuan shall keep other Parties informed of any development in the registration of the CJV and transfer of the exploration license.
		The application to establish a joint venture has not yet been approved by the regulators in Tibet, China.
		As of November 30, 2009, the Company has incurred a total of $1,046,861 in mineral property costs on this property.

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 2

Mineral Properties – Continued

	a)	Dangxiongcuo Salt Lake Project – Continued
		The Company received verbal termination of the Agreement with Zhong Chuan in July 2009, as advised by third party legal counsel, at a meeting in Beijing, China. The Agreement, in effect, allows Zhong Chuan to terminate the Agreement if it pays the Company double the amount of funds paid by the Company to date to secure and develop the DXC Project. Zhong Chuan has not paid the required amount anticipated by the Agreement to date. The delay in payment has delayed the termination process and the Company is pursuing Zhong Chuan to complete the termination, as the Company deems, is mandated by the Agreement.
	b)	Jiajika Spodumene Property
		On September 16, 2003, the Company, through its wholly owned subsidiary, Micro Express Ltd. (“Micro”), entered into an agreement with Sichuan Province Mining Ltd. to acquire a 75% interest in a 30-year mining joint venture company. The joint venture company would hold the mining licenses to develop the Jiajika spodumene property located in Sichuan province, China for the extraction of lithium and lithium salts. Pursuant to the agreement, the total investment required was estimated at RMB88,500,000 (US$10,800,000) for the initial capacity of 240,000 tonnes/annum. The initial registered capital was RMB56,000,000 (US$6,800,000). Sichuan Province Mining Ltd. would contribute RMB14,000,000 (US$1,700,000) including the mining permits to hold 25% of the JV Company. Micro would contribute RMB42,000,000 (US$ 5,100,000) to hold 75% of the JV Company.
		On April 5, 2005, the Company, through its wholly-owned subsidiary Micro Express Ltd. (“MEL”), signed a joint venture contract with a Chinese partner for the establishment of a joint venture company, Jihai Lithium Ltd. and the development of the Jiajika lithium deposit in Kangding District, Sichuan province, China. On March 3, 2006, both parties agreed to terminate the joint venture and the Chinese partner agreed to pay back RMB2,480,000 ($309,058) incurred by MEL on the project. The Chinese partner agreed to pay RMB1,200,000 ($149,520) and RMB1,280,000 ($159,538) before April 15, 2006 and March 30, 2007, respectively. If the Chinese partner does not pay the RMB1,280,000, the amount will be converted into an interest in the Jiajika project based on the percentage of MEL’s investment as to the registered capital contribution in Jiajika project by the Chinese partner. As at May 31, 2006, the Company had received RMB500,000 ($62,350) and a receivable of RMB1,980,000 ($246,708) was recorded. As of May 31, 2009, the Company had received the full amount of RMB2,480,000 ($334,707) from the Chinese partner.
		As the Chinese partner had not paid the remaining RMB700,000 ($87,170) and the recoverability of the RMB1,280,000 ($159,538) was uncertain, the Company recorded an allowance for doubtful collection totalling $246,708 for the year ended May 31, 2006.
		During the year ended May 31, 2007, the Company received RMB 300,000 ($40,381) from the Chinese partner and this was recorded as a recovery of doubtful collection on the statement of operations.
		During the year ended May 31, 2008, the Company received RMB1,100,000 ($147,154) from the Chinese partner. This amount was reported as recovery of doubtful collection in the consolidated statements of operation.

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 2

Mineral Properties – Continued

	b)	Jiajika Spodumene Property – Continued
		During the year ended May 31, 2009, the Company received RMB580,000 ($84,823) from the Chinese partner and this was recorded as a recovery of doubtful collection on the statement of operations.
		As at November 30, 2009, the Company had incurred a total of $398,407 in the Jiajika Spodumene Property before the cumulative cost recovery of RMB2,480,000 ($309,058).

Note 3	Related Party Transactions
	The Company was charged consulting fees for administrative, corporate, financial, engineering, and management services during the three-month and six-month periods ended November 30, 2009 totalling $5,674 (2008: $24,390) and $11,189 (2008: $53,381) by companies controlled by two directors of the Company respectively.
	The Company was charged rental fees included in general and administrative expense during the three- month and six-month periods ended November 30, 2009 totalling $3,158 (2008: $4,885) and $6,228 (2008: $10,169) by a company controlled by a director of the Company, respectively.
	The Company was charged consulting fees included in mineral property costs during the three-month and six-month periods ended November 30, 2009 in the amount of $nil (2008: $1,756) and $nil (2008: $3,509) by the Vice President of Micro, respectively.
	The Company was charged consulting fees included in mineral property costs during the three-month and six-month periods ended November 30, 2009 in the amount of $nil (2008: $10,184) and $nil (2008: $22,042) by a company controlled by a director of the Company, respectively.
	Cash and cash equivalents at November 30, 2009 include $33 (May 31, 2009: $55,320) held in trust by a director of the Company.
	Included in accounts payable and accrued liabilities is $488,060 (May 31, 2009: $459,043) which was due to companies controlled by the directors of the Company for their services provided. These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed to by the related parties.
Note 4	Capital Stock

	a)	Stock Options
		On February 3, 2004, the Board of Directors of the Company approved the 2004 Stock Option Plan which allows the Company to grant up to 3,636,000 stock options as an incentive to directors, officers, employees and consultants.
		During the six-month ended November 30, 2009 and 2008, no stock options were granted or exercised. On February 3, 2009, 3,636,000 stock options with an exercise price of $0.50 per share expired unexercised.
		At November 30, 2009, there were no outstanding stock options (May 31, 2009 – nil).

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 4

Capital Stock - Continued

	b)	Share Purchase Warrants
		Share purchase warrants outstanding at November 30, 2009 were as follows:

During the six-month period ended November 30, 2009 and 2008, no warrants were exercised, cancelled or expired.

Each Series “A” warrant entitles the holder thereof the right to purchase one common share at $0.50 per share expiring on the earlier of:

	1)	February 16, 2008; or
	2)	The 90th day after the day on which the weighted average trading price of the Company's shares exceeds $0.85 per share for 30 consecutive trading days.

Upon exercise of the Series "A" Share Purchase Warrant at $0.50 each, the holder will receive one Common Share of the Company and a Series "B" Share Purchase Warrant exercisable at $1.00 expiring one year after the occurrence of either (i) or (ii) as described above. The Series "A" Share Purchase Warrants were originally issued in 2004 pursuant to a private placement commenced in February 2004.

On February 7, 2008, the Company extended the expiry date of the 3,817,500 Series “A” Share Purchase Warrants from February 16, 2008 to February 16, 2009. The exercise price of the warrants remains unchanged at $0.50 per share. The additional fair value of the 3,817,500 extended life Series “A” Share Purchase Warrants was estimated at $252,989, by using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 218.52%, risk free interest rates of 2.08% and expected life of one year.

On February 6, 2009, the Company re-extended the expiry date of 3,817,500 Share Purchase Warrants (the Series "A" Share Purchase Warrants) from February 16, 2009 to February 16, 2010. The exercise price of the warrants remains unchanged at $0.50 per share. The additional fair value of the 3,817,500 extended life Series “A” Share Purchase Warrants was estimated at $35,593 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 223.36%, risk free interest rates of 0.82% and expected life of one year.

On February 7, 2008, the Company extended the expiry date of the 2,873,990 Series “C” Share Purchase Warrants from February 29, 2008 to February 27, 2009. The exercise price of the warrants remained unchanged at $0.18 per share. The additional fair value of the 2,873,990 extended life Series “C” Share Purchase Warrants was estimated at $156,536, by using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0% expected volatility of 222.09%, risk-free interest rates of 2.08% and expected life of one year.

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Sterling Group Ventures, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

November 30, 2009 and 2008

(Stated in US Dollars)

(Unaudited)

Note 4	Capital Stock - Continued
	b)	Share Purchase Warrants - Continued
		The Company also re-extended the expiry date of 2,873,990 Share Purchase Warrants (the Series "C" share purchase Warrants) from February 27, 2009 to February 26, 2010. The exercise price of the warrants remains unchanged at $0.18 per share. The Series "C" Share Purchase Warrants were originally issued in September 2006 pursuant to a private placement commenced in August 2006. The additional fair value of the 2,873,990 extended life Series “C” Share Purchase Warrants was estimated at $48,259 using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0% expected volatility of 244.01%, risk-free interest rates of 0.82% and expected life of one year.
		As at November 30, 2009, the Company has a total of 3,817,500 Series “A” and 2,873,990 Series “C” share purchase warrants outstanding, respectively.
Note 5	Foreign Currency Risk
	The Company is exposed to fluctuations in foreign currencies through amounts held in China in RMB:
	-	Cash held in trust $33 (May 31, 2009 - $55,320)
Note 6	Comparative Figures
	Certain comparative figures have been reclassified to conform to current year’s presentation.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes for the year ended May 31, 2009 , the financial statements and related notes in this Quarterly Report, the risk factors in our 10K for the year ended May 31, 2009 , and all of the other information contained elsewhere in this report.

As used in this quarterly report, the terms “we”, “us”, “our”, “our company”, “Company” and “Sterling” refer to Sterling Group Ventures, Inc. and its subsidiaries, unless otherwise indicated.

Forward-Looking Statements. When used in this Form 10-Q, the words “believe”, “may”, “will”, “plan”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “project”, “estimates”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties, including those set forth below under "Risks and Uncertainties," that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

Overview

On July 8, 2008, the Company signed an agreement (the "Agreement") with Zhong Chuan International Mining Holding Co., Ltd. ("Zhong Chuan"), Ximing Sun and Charles Yan - shareholders of Monte Sea Holdings Ltd. (collectively hereinafter "Monte Sea Shareholders") to complete an equity financing, to accelerate the development of the DXC salt lake deposits in China and to restructure the transactions contemplated under the initial agreement signed by Beijing Mianping Salt Lake Research Institute ("Mianping") and Micro Express Holdings Inc. ("MEH") on September 16, 2005. Pursuant to the Agreement, the parties wish to establish a Sino-foreign cooperative joint venture company ("CJV") for the purpose of applying for and holding required approvals, permits and licenses with respect to the development of the DXC Salt Lake property (the "Property") located in Tibet of China. In July 2009, the Company received verbal termination of the Agreement with Zhong Chuan, as advised by third party legal counsel, at a meeting in Beijing, China. Formal written notice has not been received from Zhong Chuan. The Agreement in effect, allows Zhong Chuan to terminate the Agreement if it pays the Company double the amount of funds paid by the Company to date to secure and develop the DXC Project. Zhong Chuan has not repaid the required amount as anticipated by the Agreement to date. This unfortunate delay on the part of Zhong Chuan places the termination it gave the Company in dispute as the termination is conditional upon repayment of the required funds. At this point then, the termination is incomplete. The Company is pursuing Zhong Chuan to complete the termination, as the Company deems, is mandated by the Agreement.

Business of Sterling Group Ventures Inc.

Sterling Group Venture Inc. is a start-up, exploration stage company engaged in the search and exploration of lithium and related minerals. The Company has DXC Salt Lake Project for the exploration of lithium and lithium Carbonate.

Application of Critical Accounting Policies and Use of Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ significantly from these estimates under different assumptions or conditions. There have been no material changes to these estimates for the periods presented in this quarterly report.

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Interim Reporting

The information presented in the accompanying interim consolidated financial statements is without audit pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in the interim consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, the interim consolidated financial statements follow the same accounting policies and methods of their application as our May 31, 2009 annual consolidated financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim consolidated financial statements be read in conjunction with our May 31, 2009 annual consolidated financial statements.

Operating results for the three months and six months ended November 30, 2009 are not necessarily indicative of the results that can be expected for the year ending May 31, 2010.

Results Of Operations

The Company had no revenue for the three months and six months ended November 30, 2009 and 2008 except interest income of $nil for the quarter ended November 30, 2009 as compared to $64 for the quarter ended November 30, 2008. For the six months ended November 30, 2009 the Company had interest income of $21 as compared to $3,587 for the six months ended November 30, 2008.

The operating loss decreased to $29,182 for the quarter ended November 30, 2009, as compared to $33,511 for the quarter ended November 30, 2008 mainly due to the decrease of mineral property costs and consulting fees in 2009. The operating loss for six months ended November 30, 2009 decreased to $78,803 as compared to $110,173 for the six months ended November 30, 2008 mainly due to the decrease of mineral property costs and consulting fees in 2009

For the three months ended November 30, 2009, relative to the same period in 2008, consulting services decreased by $18,716, while consulting services decreased by $42,192 for the six months ended November 30, 2009 relative to the same period in 2008.

Accounting, audit and legal fees increased by $5,302 for the three months ended November 30, 2009 when compared to the same period in 2008. Accounting, audit and legal fees increased by $12,169 for the six months ended November 30, 2009 when compared to the same period in 2008.

Mineral property costs decreased by $16,258 for the three months ended November 30, 2009 when compared to the same period in 2008. Mineral property costs decreased by $41,160 for the six months ended November 30, 2009 when compared to the same period in 2008.

General and administrative decreased by $1,405 for the three months ended November 30, 2009 when compared to the same period in 2008. General and administrative decreased by $3,975 for the six months ended November 30, 2009 when compared to the same period in 2008

The Company expects the trend of losses to continue until we can achieve commercial production on some of the mineral properties, of which there can be no assurance as described in Risk Factors.

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Liquidity And Working Capital

As of November 30, 2009, the Company had total current assets of $219,972 and total liabilities of $502,838. As of November 30, 2009, the Company had cash of $207,711 and negative working capital of $282,866.

Cash used in operating activities for the six months ended November 30, 2009 was $39,578 as compared to cash used in operating activities for the same period in 2008 of $182,969. The decrease in cash used in operating activities was primarily due to the decrease in cash expenditures for consulting and mineral property costs.

According to the agreement signed with Zhongchuan on July 8, 2008, Mianping will repay the Company RMB 6,000,000 ($875,000) and Monte Sea Shareholders shall subscribe for 5,000,000 units (the "Units") to be issued by the Company at $0.15 per unit. As a result, the Company expects to raise working capital in the amount of $750,000 and a total of $1,625,000 including the repayment of approximately RMB 6,000,000 described earlier to meet its short term working capital requirements.

However, in July 2009, the Company received verbal termination of the Agreement with Zhong Chuan, as advised by third party legal counsel, at a meeting in Beijing, China. Formal written notice has not been received from Zhong Chuan. The Agreement in effect, allows Zhong Chuan to terminate the Agreement if it pays the Company double the amount of funds paid by the Company to date to secure and develop the DXC Project. Zhong Chuan has not repaid the required amount as anticipated by the Agreement to date. This unfortunate delay on the part of Zhong Chuan places the termination it gave the Company in dispute as the termination is conditional upon repayment of the required funds. At this point then, the termination is incomplete. The Company is pursuing Zhong Chuan to complete the termination, as the Company deems, is mandated by the Agreement.

The Company has no other capital resources other than the ability to use its common stock to raise additional capital or the exercise of the warrants by the unit holders. The Company's current cash can provide the Company with working capital for over one year since consulting fees are being reduced and accrued. Estimated cash needed for next 12 months is about $80,000. The cash will be mainly used for general administrative, corporate (legal, accounting and audit), financing and management.

No commitments to provide additional funds have been made by management or other stockholders except as set forth above. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover operation expenses. This raises substantial doubt that the Company will be able to continue as a going concern unless additional capital is raised

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In addition to the U.S. Dollar, we conduct our business in Chinese Yuan (RMB) and Canadian Dollar and, therefore, are subject to foreign currency exchange risk on cash flows related to expenses and investing transactions. In July 2005, the Chinese government began to permit the Chinese Yuan to float against the U.S. Dollar. All of our costs to operate our Chinese project are paid in Chinese Yuan and all of our costs to operate our principal executive office in Canada are paid in Canadian dollar. Our exploration costs in China may be incurred under contracts denominated in Chinese Yuan or U.S. Dollars. If the Chinese Yuan continues to appreciate with respect to the U.S. Dollar, our costs in China may increase. If the Canadian Dollar continues to appreciate with respect to the U.S. Dollar, our costs in Canada may increase. To date we have not engaged in hedging activities to hedge our foreign currency exposure. In the future, we may enter into hedging instruments to manage our foreign currency exchange risk or continue to be subject to exchange rate risk.

Although inflation has not materially impacted our operations in the recent past, increased inflation in China or Canada could have a negative impact on our operating and general and administrative expenses, as these costs could increase. China has recently experienced inflationary pressures, which could increase our costs associated with our operations in China. If there are material changes in our costs, we may seek to raise additional funds earlier than anticipated.

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ITEM 4. CONTROLS AND PROCEDURES

a.        Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report..

b.        Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

We have sought to identify what we believe to be the most significant risks to our business. However, we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.

Factors That May Affect Future Results and Market Price of Stock

The business of the Company involves a number of risks and uncertainties that could cause actual results to differ materially from results projected in any forward-looking statement, or statements, made in this report. These risks and uncertainties include, but are not necessarily limited to the risks set forth below. The Company's securities are speculative and investment in the Company's securities involves a high degree of risk and the possibility that the investor will suffer the loss of the entire amount invested.

Limited Operating History; Anticipated Losses; Uncertainty of Future Results (Risk of Going Concern)

Sterling is in the exploration stage. The Company has entered into joint venture agreements to explore and develop mineral properties located in China and has not yet determined whether these properties contain reserves that are economically recoverable. The Company has not yet achieved profitable operations and is dependent on its ability to raise capital from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. These factors raise substantial doubt that the Company will be able to continue as a going concern.

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Lack of Technical Training of Management

The Management of our Company has academic and scientific experience related to mining issues but lacks technical training and experience exploring for, commissioning and operating a mine. With no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to working within this industry. The decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, operations, earnings and the ultimate financial success of the Company could suffer irreparable harm due to management’s lack of experience in this industry.

Exploration Risk

Development of mineral properties is contingent upon obtaining satisfactory exploration results. Mineral exploration and development involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate.

The company’s exploration properties have not been examined in the field by professional geologists or mining engineers. There is no assurance that commercial quantities of ore will be discovered on any of the Company’s exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production. The discovery of mineral deposits is dependent upon a number of factors not the least of which is the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit, once discovered, is also dependent upon a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. In addition, assuming discovery of a commercial ore body, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Most of the above factors are beyond the control of the Company.

The exploration process is conducted in phases. When each phase of a project is completed, and upon analysis of the results of that phase, the Company will make a decision whether to proceed with each successive phase of the exploration program. There is no assurance that projects will be carried to completion.

Limited Management Resource Development Experience

The Company does not have a track record of exploration and mining operation history. The Company's management has limited experience in mineral resource development and exploitation, and has relied on and may continue to rely upon consultants and others for development and operation expertise.

Limited Financial Resources

Furthermore, the Company has limited financial resources with no assurance that sufficient funding will be available to it for future exploration and development or to fulfill its obligations under current agreements. There is no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects.

Limited Public Market, Possible Volatility of Share Price

The Company's Common Stock is currently quoted on the NASD OTC Bulletin Board under the ticker symbol SGGV and is listed on Berlin Bremen Stock Exchange under the symbol GD7. As of November 30, 2009, there were 43,826,175 shares of common stock outstanding. There can be no assurance that a trading market will be sustained in the future.

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Dependence on Executive Officers and Technical Personnel

The success of our business plan depends on attracting qualified personnel, and failure to attract and retain the necessary personnel could adversely affect our business. Competition for qualified personnel is intense, and we may need to pay premium wages to attract and retain personnel. Attracting and retaining qualified personnel is critical to our business. Inability to attract and retain the qualified personnel necessary would limit our ability to implement our business plan successfully.

Need for Additional Financing

The Company believes it has sufficient capital to meet its short-term cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. However, the Company has to seek loans or equity placements to cover longer-term cash needs to continue operations and expansion.

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No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover operation expenses.

If future operations are unprofitable, it will be forced to develop another line of business, or to finance its operations through the sale of assets it has, or enter into the sale of stock for additional capital, none of which may be feasible when needed. The Company has no specific management ability or financial resources or plans to enter any other business as of this date.

Dilution to the Existing Shareholders

The Company has no other capital resources other than the ability to use its common stock to raise additional capital or the exercise of the warrants by the unit holders. Pursuant to the agreement signed on July 8, 2008 with Zhongchuan, the Company shall cause 292,910,000 shares to be issued to Monte Sea Shareholders for the DXC Salt Lake project, which will significantly dilute the Company's stockholders.

Political Risks

The market in China is monitored by the government, which could impose taxes or restrictions at any time which would make operations unprofitable and infeasible and cause a write-off of investment in the mineral properties. Other factors include political policy on foreign ownership, political policy to open the doors to foreign investors, and political policy on mineral claims and metal prices.

Circumstances related to Tibet political activities and resulting political upheaval are beyond the control of the Company and constitute a risk to investors.

Other Risks and Uncertainties

The business of mineral deposit exploration and development involves a high degree of risk. Few properties that are explored are ultimately developed into production. Other risks facing the Company include competition, reliance on third parties and joint-venture partners, environmental and insurance risks, political and environmental instability, statutory and regulatory requirements, fluctuations in mineral prices and foreign currency, share price volatility, title risks, and uncertainty of additional financing.

Since October 2008, a severe general downturn in the U. S. economy and global economy slowdown which already affected the securities markets took place. Such a deleterious turn of events has made it much more difficult for the Company to access financing should it be required to do so.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits beginning on page 25 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

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 thereunto duly authorized.

	Sterling Group Ventures Inc.
	/s/ Raoul Tsakok
	Raoul Tsakok, Chairman and Chief Executive Officer
Date: January 14, 2010
	/s/ Richard Shao
	Richard Shao, President and Chief Financial Officer
Date: January 14, 2010

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INDEX OF EXHIBITS

Exhibit
Number	Description
3.1	Articles of Incorporation of the Company, (filed as Exhibit 3.1 to the Company's Registration Statement on Form SB-2 filed on July 26, 2002, and incorporated herein by reference).
3.2	Bylaws of the Company (filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed on July 26, 2002, and incorporated herein by reference).
4.1	Specimen stock certificate (filed as Exhibit 4.1 to the Company's Registration Statement on Form SB-2 filed on July 26, 2002, and incorporated herein by reference).
10.1	Acquisition Agreement between the Company and Micro Express Ltd., dated January 20, 2004. (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on January 29, 2004, and incorporated herein by reference).
10.2	Joint Venture Contract between Micro Express Ltd. .(the Company’s wholly subsidiary) and Sichuan Province Mining Ltd., dated April 5, 2005 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on April 11, 2005, and incorporated herein by reference).
10.3	Agreement for Development of DXC Salt Lake Property between Micro Express Holdings Inc. .(the Company’s wholly subsidiary) and Beijing Mianping Salt Lake Research Institute, dated September 16, 2005 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on September 21, 2005, and incorporated herein by reference).
10.4	Agreement for Termination of Joint Venture between Micro Express Ltd. and Sichuan Province Mining Ltd., dated March 3, 2006 (Filed as Exhibit 10.1 to the Company's current report on Form 8- K filed on March 6, 2006, and incorporated herein by reference).
10.5	Agreement between the Company, Zhong Chuan International Mining Holding Co., Ltd. , and shareholders of Monte Sea Holdings Ltd., dated July 8, 2008 (Filed as Exhibit 10.1 to the Company's current report on Form 8-K filed on July 15, 2008, and incorporated herein by reference).
14.1	Code of Ethics. ( Filed as Exhibit 14.1 to the Company's Annual report on Form 10-K filed on August 28, 2009, and incorporated herein by reference)
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Sec. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Sec. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
99.1	Audit Committee Charter. (Filed as Exhibit 99.1 to the Company's Annual report on Form 10-K filed on August 28, 2009, and incorporated herein by reference)

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