---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A

Amendment No. 1

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended November 30,
2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE
ACT

For the transition period from _________to _________

*Commission File Number*: 333-146802

Mantra Venture Group
Ltd.(Name of Small Business Issuer in its charter)

|Nevada                          | None                      
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

1205  207 West Hastings StreetVancouver,
British Columbia, Canada V6B 1H7(Address of principal executive
offices)

(604) 609 2898Issuers telephone number

________________________________________________________________Former
name, former address, and former fiscal year, if changed since last report

Check whether the registrant (1) filed all reports required to
be filed by sections 13 or 15(d) of the Exchange Act during the past 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 shell company
(as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of January 17, 2008, the registrant had 20,369,328shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one): YES
  [ ] NO [X]

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Table of Contents

|PART I - FINANCIAL INFORMATION | 2          
|------------------------------ | -----------
|                               |            
|                               | Item 1.    
|                               |            
|                               | Item 2.    
|                               |            
|                               | Item 3A(T).
|                               |            
|PART II  OTHER INFORMATION    | 26         
|                               |            
|                               | Item 1.    
|                               |            
|                               | Item 2.    
|                               |            
|                               | Item 3.    
|                               |            
|                               | Item 4.    
|                               |            
|                               | Item 5.    

---

PART I - FINANCIAL INFORMATION

Safe Harbor Statement

When we refer to Mantra, we, our or us, we are referring to
Mantra Venture Group Ltd.

This report on Form 10-QSB contains certain forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements for purposes of these provisions, including any
projections of earnings, revenues, or other financial items; any statements of
the plans, strategies, and objectives of management for future operation; any
statements concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief; and any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.

These forward-looking statements involve significant risks and
uncertainties, including, but not limited to, the following: competition,
promotional costs, and risk of declining revenues. Our actual results could
differ materially from those anticipated in such forward-looking statements as a
result of a number of factors. These forward-looking statements are made as of
the date of this filing, and we assume no obligation to update such
forward-looking statements. The following discusses our financial condition and
results of operations based upon our consolidated financial statements which
have been prepared in conformity with accounting principles generally accepted
in the United States. It should be read in conjunction with our financial
statements and the notes thereto included elsewhere herein.

Unless otherwise noted, all dollar references herein are in US
dollars.

Explanation of Amendment

We are filing this amendment No. 1 to our Form 10-QSB, filed
with the SEC on January 22, 2008, for the purposes of:

| | 1. | presenting a functional statement of operations as
      opposed to presenting an income statement based on expense
      classification;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------
| | 2. | presenting consolidated statements of operations and cash
      flows for the six months ended November 30, 2007;                        
| | 3. | correcting notes of the consolidated financial
      statements; and                                                                     
| | 4. | revising the presentation of loss per share to the
      nearest cent.                                                                   

There was no material difference in financial numbers, between
the consolidated financial statements included in this amendment of Form 10-QSB
and that which was previously filed.

2

---

Item 1. Financial Statements

|Mantra Venture Group Ltd.                                   
|------------------------------------------------------------
|(A Development Stage Company)                               
|Interim Consolidated Financial Statements, November 30, 2007
|(Unaudited)                                                 

Financial Statement Index

|Consolidated Balance Sheets                    | F-2
|---------------------------------------------- | ---
|                                               |    
|Consolidated Statements of Operations          | F-3
|                                               |    
|Consolidated Statements of Cash Flows          | F-4
|                                               |    
|Consolidated Statement of Stockholders Equity | F-5
|                                               |    
|Notes to the Consolidated Financial Statements | F-6

F-1

---

|Mantra Venture Group Ltd.               
|----------------------------------------
|(A Development Stage Company)           
|Consolidated Balance Sheets             
|As of May 31, 2007 and November 30, 2007
|(Expressed in US Dollars)               

|                                                    |   |         |   |   | Unaudited |  
|--------------------------------------------------- | - | ------- | - | - | --------- | -
|Assets                                              |   | May 31, |   |   | Nov. 30,  |  
|                                                    |   | 2007    |   |   | 2007      |  
|                                                    |   |         |   |   |           |  
|Cash, operating account                             |   | 13,982  |   |   | 185,883   |  
|Taxes receivable                                    |   | 357     |   |   | 15,199    |  
|Security deposit                                    |   | 932     |   |   | 1,010     |  
|                                                    |   | 15,271  |   |   | 202,092   |  
|                                                    |   |         |   |   |           |  
|Intangible assets                                   |   | -       |   |   | 37,095    |  
|Property and equipment, net (Note 3)                |   | 11,875  |   |   | 51,595    |  
|                                                    |   | 11,875  |   |   | 88,690    |  
|                                                    |   |         |   |   |           |  
|Total Assets                                        | $ | 27,146  |   | $ | 290,782   |  
|                                                    |   |         |   |   |           |  
|Liabilities                                         |   |         |   |   |           |  
|                                                    |   |         |   |   |           |  
|Accounts payable and accrued liabilities            |   | 8,794   |   |   | 18,796    |  
|Liability for subscriptions received                |   | -       |   |   | 210,500   |  
|Due to related parties (Note 4)                     |   | 13,446  |   |   | 11,266    |  
|Total liabilities                                   |   | 22,240  |   |   | 240,562   |  
|                                                    |   |         |   |   |           |  
|Commitments and contingencies (Notes 1 and
      6) |   |         |   |   |           |  
|                                                    |   |         |   |   |           |  
|Stockholders Equity                                |   |         |   |   |           |  
|                                                    |   |         |   |   |           |  
|Preferred Stock:                                    |   |         |   |   |           |  
|Authorized: 20,000,000 shares, $0.00001 par value   |   |         |   |   |           |  
|Issued and outstanding: no shares                   |   |         |   |   |           |  
|                                                    |   |         |   |   |           |  
|Common Stock:                                       |   |         |   |   |           |  
|Authorized: 100,000,000 shares, $0.00001 par value  |   |         |   |   |           |  
|Issued and outstanding:                             |   |         |   |   |           |  
|(16,760,000 shares as at May 31, 2007               |   | 168     |   |   |           |  
|(19,675,578 shares as of November 30, 2007)         |   |         |   |   | 197       |  
|Additional Paid In Capital                          |   | 35,332  |   |   | 606,724   |  
|Deferred Compensation                               |   | -       |   |   | 79,286    |  
|Deficit Accumulated in the Development Stage        |   | (30,594 | ) |   | (635,987  | )
|Total Stockholders Equity                          |   | 4,906   |   |   | 50,220    |  
|                                                    |   |         |   |   |           |  
|Total Liabilities and Stockholders
      Equity    | $ | 27,146  |   | $ | 290,782   |  

(The accompanying notes are an integral part of these financial
statements)

F-2

---

|Mantra Venture Group Ltd.               
|----------------------------------------
|(A Development Stage Company)           
|Consolidated Statement of Operations    
|As of May 31, 2007 and November 30, 2007
|(Expressed in US Dollars)               

|                                          |   |             |            |   | Unaudited  |            |   | Unaudited  |            |   | Unaudited   |  
|----------------------------------------- | - | ----------- | ---------- | - | ---------- | ---------- | - | ---------- | ---------- | - | ----------- | -
|                                          |   | Jan. 22,    |            |   | June 01,   |            |   | Sept. 01   |            |   | Jan. 22,    |  
|                                          |   | 2007        |            |   | 2007       |            |   | 2007       |            |   | 2007        |  
|                                          |   | (Inception) |            |   |            |            |   |            |            |   | (Inception) |  
|                                          |   | to May 31,  |            |   | to Nov. 30 |            |   | to Nov. 30 |            |   | to Nov. 30  |  
|                                          |   | 2007        |            |   | 2007       |            |   | 2007       |            |   | 2007        |  
|                                          |   |             |            |   |            |            |   |            |            |   |             |  
|Revenues                                  | $ | -           |            | $ | -          |            | $ | -          |            |   |             |  
|                                          |   |             |            |   |            |            |   |            |            |   |             |  
|Expenses                                  |   |             |            |   |            |            |   |            |            |   |             |  
|Development costs                         |   | -           |            |   | 22,762     |            |   | 17,132     |            |   | 22,762      |  
|General and
      administrative          |   | 30,594      |            |   | 582,631    |            |   | 339,989    |            |   | 631,225     |  
|                                          |   |             |            |   |            |            |   |            |            |   |             |  
|Total expenses                            |   | 30,594      |            |   | 605,393    |            |   | 357,121    |            |   | 635,987     |  
|                                          |   |             |            |   |            |            |   |            |            |   |             |  
|Net Loss                                  | $ | (30,594     | )          | $ | (605,393   | )          | $ | (357,121   | )          | $ | (635,987    | )
|                                          |   |             |            |   |            |            |   |            |            |   |             |  
|Net Loss per Share  Basic and Diluted    | $ | (0.00       | )          | $ | (0.03      | )          | $ | (0.02      | )          |   |             |  
|                                          |   |             |            |   |            |            |   |            |            |   |             |  
|Weighted
      Average Shares Outstanding |   |             | 16,760,000 |   |            | 19,675,578 |   |            | 19,675,578 |  

(The accompanying notes are an integral part of these financial
statements)

F-3

---

|Mantra Venture Group Ltd.               
|----------------------------------------
|(A Development Stage Company)           
|Consolidated Statement of Cash Flows    
|As of May 31, 2007 and November 30, 2007
|(Expressed in US Dollars)               

|                                            |   |             |   |   | Unaudited   |   |   | Unaudited   |  
|------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                            |   | Jan. 22,    |   |   | June 01,    |   |   | Jan. 22,    |  
|                                            |   | 2007        |   |   | 2007        |   |   | 2007        |  
|                                            |   | (Inception) |   |   |             |   |   | (Inception) |  
|                                            |   | to May 31,  |   |   | to Nov. 30, |   |   | to Nov. 30, |  
|                                            |   | 2007        |   |   | 2007        |   |   | 2007        |  
|Operating Activities                        |   |             |   |   |             |   |   |             |  
|Net Loss                                    |   | (30,594     | ) |   | (605,393    | ) |   | (635,987    | )
|Adjustments to reconcile net loss to cash   |   |             |   |   |             |   |   |             |  
|used in operating activities:               |   |             |   |   |             |   |   |             |  
|Amortization                                |   | 1,323       |   |   | 5,275       |   |   | 6,598       |  
|Services for
      shares                   |   | 200         |   |   | 25,000      |   |   | 25,200      |  
|Deferred compensation                       |   | -           |   |   | 64,191      |   |   | 64,191      |  
|Change in operating assets and liabilities: |   |             |   |   |             |   |   |             |  
|Accounts receivable                         |   | (357        | ) |   | (14,842     | ) |   | (15,199     | )
|Prepaid
      expenses                      |   | (932        | ) |   | (78         | ) |   | (1,010      | )
|Accounts payable and                        |   |             |   |   |             |   |   |             |  
|Accrued
      liabilities                   |   | 8,794       |   |   | 10,002      |   |   | 18,796      |  
|Due to related parties                      |   | 13,446      |   |   | (2,179      | ) |   | 11,267      |  
|Net Cash Used In Operating Activities       |   | (8,120      | ) |   | (518,024    | ) |   | (526,144    | )
|                                            |   |             |   |   |             |   |   |             |  
|Investing Activities                        |   |             |   |   |             |   |   |             |  
|                                            |   |             |   |   |             |   |   |             |  
|Purchase of intangible assets               |   | -           |   |   | (12,000     | ) |   | (12,000     | )
|Purchase of property and equipment          |   | (13,198     | ) |   | (44,995     | ) |   | (58,193     | )
|Net Cash Used In Investing Activities       |   | (13,198     | ) |   | (56,995     | ) |   | (70,193     | )
|                                            |   |             |   |   |             |   |   |             |  
|Financing Activities                        |   |             |   |   |             |   |   |             |  
|                                            |   |             |   |   |             |   |   |             |  
|Proceeds from the issuance of common stock  |   | 35,300      |   |   | 536,420     |   |   | 571,720     |  
|Subscriptions received                      |   | -           |   |   | 210,500     |   |   | 210,500     |  
|Net Cash provided by Financing Activities   |   | 35,300      |   |   | 746,920     |   |   | 782,220     |  
|                                            |   |             |   |   |             |   |   |             |  
|Increase in cash                            |   | 13,982      |   |   | 171,901     |   |   | 185,883     |  
|Cash  Beginning of Period                  |   | -           |   |   | 13,982      |   |   | -           |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash  End of Period                        | $ | 13,982      |   | $ | 185,883     |   | $ | 185,883     |  
|                                            |   |             |   |   |             |   |   |             |  
|Supplemental Disclosures                    |   |             |   |   |             |   |   |             |  
|Interest paid                               |   | none        |   |   | none        |   |   | none        |  
|Income taxes paid                           |   | none        |   |   | none        |   |   | none        |  

(The accompanying notes are an integral part of these financial
statements)

F-4

---

|Mantra Venture Group Ltd.                      
|-----------------------------------------------
|(A Development Stage Company)                  
|Consolidated Statements of Stockholders Equity
|(Expressed in US Dollars, Unaudited)           
|Capital Stock                                  

|                                         |  |              |   |  |          |  |  |             |  |  | Deficit     |   |  |          |  
|---------------------------------------- |  | ------------ | - |  | -------- |  |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                         |  |              |   |  |          |  |  |             |  |  | Accumulated |   |  |          |  
|                                         |  |              |   |  |          |  |  | Additional  |  |  | in the      |   |  |          |  
|                                         |  | Common Stock |   |  | Paid In |  |  | Development |  |  |             |  
|                                         |  | Shares       |   |  | Amount   |  |  | Capital     |  |  | Stage       |   |  | Total    |  
|                                         |  | #            |   |  | $        |  |  | $           |  |  | $           |   |  | $        |  
|Balance, January 22, 2007                |  | -            |   |  | -        |  |  | -           |  |  | -           |   |  | -        |  
|Common stock issued for cash at          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.00001 per share                       |  | 15,000,000   |   |  | 150      |  |  | 150         |  |  | -           |   |  | 300      |  
|Common stock issued for cash at          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.02 per share                          |  | 1,750,000    |   |  | 18       |  |  | 34,982      |  |  | -           |   |  | 35,000   |  
|Common stock issued for services at      |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.02 per share                          |  | 10,000       |   |  | -        |  |  | 200         |  |  | -           |   |  | 200      |  
|Net loss for the year ending             |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|May 31, 2007                             |  | -            |   |  | -        |  |  | -           |  |  | (30,594     | ) |  | (30,594  | )
|Balance, May
      31, 2007              |  | 16,760,000   |   |  | 168      |  |  | 35,332      |  |  | (30,594     | ) |  | (30,594  | )
|                                         |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|Common stock issued for cash at          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.10 per share                          |  | 1,246,000    |   |  | 12       |  |  | 124,588     |  |  | -           |   |  | 124,600  |  
|Common stock issued for cash at          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.25 per share                          |  | 1,081,760    |   |  | 11       |  |  | 270,429     |  |  | -           |   |  | 270,440  |  
|Net loss for the quarter ending          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|August 31, 2007                          |  | -            |   |  | -        |  |  | 1           |  |  | (248,272    | ) |  | (248,271 | )
|Balance, Aug.
      31, 2007 (unaudited) |  | 19,087,760   |   |  | 191      |  |  | 430,350     |  |  | (278,866    | ) |  | 151,675  |  
|                                         |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|Common stock issued for cash at          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.10 per share                          |  | 500          |   |  | -        |  |  | 50          |  |  | -           |   |  | 50       |  
|Common stock cancelled                   |  | (25,000      | ) |  | -        |  |  | -           |  |  | -           |   |  | -        |  
|Common stock issued for cash at          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.25 per share                          |  | 317,318      |   |  | 3        |  |  | 79,327      |  |  | -           |   |  | 79,330   |  
|Common stock issued for services at      |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.25 per share                          |  | 100,000      |   |  | 1        |  |  | 24,999      |  |  | -           |   |  | 25,000   |  
|Common stock issued for acquisition at   |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.25 per share                          |  | 40,000       |   |  | -        |  |  | 10,000      |  |  | -           |   |  | 10,000   |  
|Common stock issued for cash at          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|$0.40 per share                          |  | 155,000      |   |  |          |  |  |             |  |  |             |   |  |          |  
|Allocation to shares                     |  | -            |   |  | 2        |  |  | 31,206      |  |  | -           |   |  | 31,208   |  
|Allocation to warrants                   |  | -            |   |  | -        |  |  | 30,792      |  |  | -           |   |  | 30,792   |  
|Stock based compensation                 |  | -            |   |  | -        |  |  | 79,286      |  |  | -           |   |  | 79,286   |  
|Net loss for the quarter ending          |  |              |   |  |          |  |  |             |  |  |             |   |  |          |  
|November 30, 2007                        |  | -            |   |  | -        |  |  | -           |  |  | (357,121    | ) |  | (357,121 | )
|Balance, Nov.
      30, 2007 (unaudited) |  | 19,675,578   |   |  | 197      |  |  | 686,010     |  |  | (635,987    | ) |  | 50,220   |  

(The accompanying notes are an integral part of these financial
statements)

F-5

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company was incorporated in the state of Nevada on
      January 22, 2007 to acquire and commercially exploit various new energy
      related technologies through licenses and purchases. The Company is a
      development stage company, as defined by Statement of Financial Accounting
      Standard (SFAS) No.7 Accounting and Reporting by Development Stage
      Enterprises, in the business of developing and providing energy
      alternatives.                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has yet to acquire commercially exploitable energy related
      technology, has never generated revenues since inception and has never
      paid any dividends and is unlikely to pay dividends or generate earnings
      in the immediate or foreseeable future. The continuation of the Company as
      a going concern is dependent upon the continued financial support from its
      shareholders, the ability of management to raise additional equity capital
      through private and public offerings of its common stock, and the
      attainment of profitable operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | As at November 30, 2007, the Company has accumulated
      losses of $635,987 since inception. These factors raise substantial doubt
      regarding the Companys ability to continue as a going concern. These
      financial statements do not include any adjustments to the recoverability
      and classification of recorded asset amounts and classification of
      liabilities that might be necessary should the Company be unable to
      continue as a going concern.                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F6

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | d)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           

F7

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | i)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | k)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | l)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F8

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|3. | Property and Equipment
|-- | ----------------------

| |                                      |   |        |  |   |              |  |   | May 31, 2007 | 
| | ------------------------------------ | - | ------ |  | - | ------------ |  | - | ------------ | 
| |                                      |   |        |  |   | Accumulated  |  |   | Net carrying | 
| |                                      |   | Cost   |  |   | depreciation |  |   | value        | 
| |                                      |   |        |  |   |              |  |   |              | 
| | Automobile                           |   | 11,938 |  |   | 1,323        |  |   | 10,615       | 
| | Office furniture
      and equipment |   | 1,260  |  |   |             |  |   | 1,260        | 
| |                                      | $ | 13,198 |  | $ | 1,323        |  | $ | 11,875       | 

The Companys automobile is
depreciated on a straight line basis over its 3 year estimated economic life
after deducting an estimated $4,000 salvage value. Office furniture and
equipment were acquired at or near the end of the Companys fiscal year end and
no depreciation was recorded for fiscal 2007.

|4. | Related Party Balances/Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As at May 31, 2007, the Company is indebted
        to the President of the Company for $13,446, representing expenses paid
        on behalf of the Company. This amount is unsecured, non-interest bearing
        and has no repayment terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | Common Stock and Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On July 12, 2007, 15,000,000 shares of
        common stock of 30,000,000 shares originally issued to the Company’s
        founder, CEO and sole Director were returned to treasury for no consideration
        and cancelled. The number of shares outstanding at May 31, 2007 reflects
        this event, reducing the number of shares for the Company’s initial
        capitalization to 15,000,000 shares of common stock.
      Subsequent to May 31, 2007, the Company granted 165,000
        shares of its common stock and options to purchase 1,350,000 shares of
        the Company’s common stock, to various employees and consultants.
        Each option gives the holder the right to purchase one share of common
        stock and is exercisable at $0.25, for two years from the date of the
        grant or vesting. A further 100,000 options to purchase shares of the
        Company’s common stock, to various employees and consultants, have
        been granted and is exercisable at $0.40, for two years from the date
        of the grant. In aggregate 1,450,000 options have been granted.
      Subsequent to May 31, 2007, the Company organized several
        wholly owned subsidiary entities to conduct various aspects of its proposed
        business subsequent.
      Subsequent to May 31, 2007, the Company sold 3,308,150
        shares of its common stock in private placement offerings, raising approximately
        $742,325.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On May 1, 2007, the Company entered into a
        lease for premises in Vancouver, Canada. Under the terms of the lease,
        the Company is required to make monthly payments of $773 ($830CDN), plus
        applicable taxes until September 30, 2007. Thereafter, the monthly payment
        will increase by approximately 10% annually until September 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Future lease payments for the next five years are as
      follows:2008
    $
    9,8782009
    
    10,8472010
    
    3,7282011
    
    2012
    
    $
    24,453


F9

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|7. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company accounts for income taxes under SFAS No.
      109, "Accounting for Income Taxes."Deferred income tax assets and
      liabilities are determined based upon differences between financial
      reporting and tax bases of assets and liabilities and are measured using
      the enacted tax rates and laws that will be in effect when the differences
      are expected to reverse. Income tax expense differs from the amount that
      would result from applying the U.S federal and state income tax rates to
      earnings before income taxes. The Company has a net operating loss
      carryforward estimated to be approximately $29,500 available to offset
      taxable income in future years which expires beginning in fiscal 2026.
      Pursuant to SFAS 109, the potential benefit of the net operating loss
      carryforward has not been recognized in the financial statements since the
      Company cannot be assured that it is more likely than not that such
      benefit will be utilized in future years.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company is subject to United States federal and state
      income taxes at an approximate rate of 35%. The reconciliation of the
      provision for income taxes at the United States federal statutory rate
      compared to the Companys income tax expense as reported is as
    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                                             |   | May 31,2007 |  
| | ----------------------------------------------------------- | - | ----------- | -
| | Net loss before income taxes per financial
      statements | $ | 30,594      |  
| | Income tax rate                                             |   | 35%         |  
| | Income tax recovery                                         |   | (10,708     | )
| | Permanent differences                                       |   |            |  
| | Temporary differences                                       |   | 383         |  
| | Valuation
      allowance change                            |   | 10,325      |  
| | Provision for income taxes                                  | $ |            |  

Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. Deferred income taxes arise from temporary differences in the
recognition of income and expenses for financial reporting and tax purposes. The
significant components of deferred income tax assets and liabilities at May 31,
2007, are as follows:

| |                                  |   | May 31, 2007 |  
| | -------------------------------- | - | ------------ | -
| | Net operating loss carry forward | $ | 29,500       |  
| | Valuation
      allowance        |   | (29,500      | )
| | Net deferred income tax asset    | $ |             |  

The Company has recognized a valuation
allowance for the deferred income tax asset since the Company cannot be assured
that it is more likely than not that such benefit will be utilized in future
years. The valuation allowance is reviewed annually. When circumstances change
and which cause a change in management's judgment about the realizability of
deferred income tax assets, the impact of the change on the valuation allowance
is generally reflected in current income.

F10

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|8. | Interim Financial Statements Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The consolidated November 30, 2007 unaudited interim financial statements
          and the related notes are presented in accordance with accounting principles
          generally accepted in the United States, and are expressed in US dollars.
          These consolidated financial statements include the accounts of the
          Company and its wholly owned subsidies (Mantra Energy Alternatives Ltd.,
          Mantra Media Corp., Carbon Commodity Corporation, Climate ESCO Ltd.
          and Mantra Wind Inc.). All significant intercompany balances and transactions
          have been eliminated. The Company’s fiscal year-end is May 31.
        The accompanying unaudited interim financial statements have been prepared
          in accordance with generally accepted accounting principles in the United
          States ("US GAAP") for interim financial information. They
          may not include all information and footnotes required by US GAAP for
          complete financial statements. In the opinion of Management, all adjustments
          considered necessary for a fair presentation, consisting solely of normal
          recurring adjustments, have been made.
        Subsequent to November 30, 2007 the Company issued units consisting
          of one share of common stock and one non- transferable warrant for $0.40
          per unit. Each holder of the non-transferable warrant has the right
          to acquire one share of the Company’s common stock for 0.50.
        On December 24, 2007 the Company received clearance from the regulatory
          authorities to commence public trading of its common stock on the OTC
          BB. The trading symbol allocated to the Company is MVTG.
        The Company has received subscriptions for its stock in cash and as
          of the quarter end of November 30, 2007 had not issued the stock associated
          with these subscriptions. The subscriptions in the amount of $210,500
          have been recorded as cash and an offset of an equal amount recorded
          as a current liability; this liability will be extinguished by the issuance
          of common stock in the Company, at a price of $0.40 per share with one
          transferable warrant at $0.50 for each share issued, in accordance with
          the subscription agreements.

F11

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|9. | Intangible assets
|-- | -----------------

Intangible assets consists of costs incurred related
  to technology patent applications. On October 1, 2007, the Company entered into
  an agreement and paid $12,000 to acquire the exclusive right, for a period of
  twelve months commencing October 1, 2007, to negotiate and obtain and exclusive
  worldwide license to exploit an invention known as A Novel System for
  Detection and Extraction of Useful Signals in Three-Phase Power Systems
  (the TPS Processor). The inventors of the TPS Processor (who are
  represented by the University of Toronto) filed patent applications for the
  TPS Processor in the United States and Canada in 2005. Those patent applications
  are pending and no patent has yet been granted in respect of the TPS Processor.
  There is no guarantee that any such patent will be granted in whole or in part.

On November 2, 2007, the Company entered into a technology
  assignment agreement whereby the Company acquired all right and title in and
  to a certain invention for the electro-reduction of carbon dioxide subject to
  a patent cooperation treaty application in consideration for 40,000 shares of
  the Companys common stock with a fair value of $0.25 per share and options
  to purchase 250,000 shares of the Companys common stock with a fair value
  of $15,095.

The costs of the Companys intangible assets have
  been capitalized pursuant to FAS 141 Business Combinations and FAS
  142 Goodwill and Other Intangible Assets as they have been developed
  to the point where technological feasibility has been proven. The Company will
  record amortization on its intangible assets upon receipt patent approval. If
  the Company fails to obtain the patents the costs will be expensed.

|10. | Non-Cash Transactions
|--- | ---------------------

During the six months ended November 30, 2007, the Company
  issued 40,000 common shares and 250,000 stock options pursuant to the acquisition
  of technology totalling $10,000. The technology acquired is for the Electro
  Reduction of Carbon Dioxide that has a patent application filed. The shares
  have a fair market value of $10,000 and options are valued at $15,095.

The Company issued 125,000 common shares and 1,200,000
  stock options for services.

F12

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|11. | Financing Arrangements and Changes in Common Stock
|--- | --------------------------------------------------

On July 6, 2007, the Company issued
  1,221,500 shares of our common stock to fifteen non US investors and eight US
  investors at $0.10 per share for cash proceeds of $122,150 and 25,000 shares
  of our common stock to a non US individual with a fair market value of $2,500
  for consulting services. On September 7, 2007, the Company cancelled 25,000
  shares of common stock that were issued for consulting services under a consulting
  agreement which was cancelled. In August 2007, the Company issued 1,102,000
  shares of common stock to twenty-one non US investors, and to six US investors
  at $0.25 per share for cash proceeds of $275,500. All the above described shares
  were issued without a prospectus pursuant to Regulation S and Section 4(2) of
  the Securities Act.

On September 1, 2007 the Company issued
  options to purchase up to 550,000 common shares to seven consultants pursuant
  to consulting agreements for management or administrative services. Of the 550,000
  options, 300,000 options vested on September 1, 2007 and will be exercisable
  at $0.25 per share until August 30, 2009 or upon the termination of consulting
  agreements, whichever occurs earlier. The remaining 250,000 options vested on
  January 1, 2008 and will be exercisable at $0.25 per share until December 31,
  2009 or upon the termination of the applicable consulting agreements, whichever
  occurs earlier. These securities were issued without a prospectus pursuant to
  Regulation S of the Securities Act.

Also, in September 2007, the Company
  issued 37,878 shares of its common stock to one non US investor at $0.25 per
  share for cash proceeds of $9,470 and issued four consultants a total of 100,000
  common shares with a fair market value of $0.25 per share for their consulting
  services. These shares were issued without a prospectus pursuant to Regulation
  S of the Securities Act.

In October 2007, the Company issued 259,200 shares of
  its common stock to seven non US investors at $0.25 per share for cash proceeds
  of $64,800. These shares were issued without a prospectus pursuant to Regulation
  S of the Securities Act.

On October 5, 2007, the Company issued to six consultants
  options to purchase up to 400,000 common shares pursuant to consulting agreements
  for advisory services in relation to our corporate and scientific advisory boards.
  The 400,000 options are exercisable at $0.25 per share until October 4, 2009
  or upon the termination of the applicable consulting agreements, whichever occurs
  earlier. These securities were issued without a prospectus pursuant to Regulation
  S of the Securities Act.

On November 1, 2007 the Company issued to 0798465 BC
  Ltd., a company owned by our consultant and scientific advisory board member,
  Colin Oloman, 40,000 common shares and options to purchase up to 250,000 according
  to a technology assignment agreement. The options will be exercisable at $0.25
  per share until October 31, 2012 or upon the rescission of the technology assignment
  agreement, whichever occurs earlier. These securities were issued without a
  prospectus pursuant to Regulation S of the Securities Act.

In November 2007, the Company issued to four consultants
  options to purchase up to 250,000 common shares pursuant to consulting agreements
  for technology, business and multi-media development services. The 250,000 options
  are exercisable at $0.25 or $0.40 per share within two years after the date
  of issuance of the options or upon the termination of the applicable consulting
  agreements, whichever occurs earlier. These securities were issued without a
  prospectus pursuant to Regulation S of the Securities Act.

In November 2007, the Company issued eight non US investors
  and one US investor an aggregate of 155,000 units at $0.40 per unit for cash
  proceeds of $62,000. Each unit consists of one common share and one warrant
  to purchase one common share at $0.50 per share for two years from the date
  of issuance of the warrants. Of the 155,000 warrants, 103,750 were issued November
  20, 2007, 6,250 were issued on November 21, 2007 and 45,000 were issued on December
  1, 2007. These securities were issued without a prospectus pursuant to Regulation
  S and Section 4(2) of the Securities Act.

F13

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|12. | Interim financial statements (unaudited, as of November
        30, 2007)                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | Stock Options                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | Options have been granted with an exercise price equal to
      the fair market value of our stock on the date of grant and expire either
      two years after grant or vesting or five years after grant, depending on
      the terms of the grant.                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | During the second fiscal quarter of our current fiscal
      year we granted 1,450,000 options with an exercise price equal to the fair
      market value of our stock on the date of the grant. The stock options vest
      over a period of 4 months from grant. The following table summarizes the
      activity of the issued stock options.

|Shares in thousands               |  | Shares |  |   | Weighted |  |  | Weighted      |  |  | Aggregate       | 
|--------------------------------- |  | ------ |  | - | -------- |  |  | ------------- |  |  | --------------- | 
|                                  |  |        |  |   | Average  |  |  | Average       |  |  | Intrinsic Value | 
|                                  |  |        |  |   | Exercise |  |  | Remaining     |  |  |                 | 
|                                  |  |        |  |   | Price    |  |  | Contractual   |  |  |                 | 
|                                  |  |        |  |   |          |  |  | Life (months) |  |  |                 | 
|Number of shares under option:    |  |        |  |   |          |  |  |               |  |  |                 | 
|Outstanding at beginning of year  |  | 0      |  |   | -        |  |  |               |  |  |                 | 
|Granted                           |  | 1,450  |  | $ | 0.26     |  |  | 29            |  |  | -               | 
|Exercised                         |  | -      |  |   | -        |  |  |               |  |  |                 | 
|Forfeited                         |  | -      |  |   | -        |  |  |               |  |  |                 | 
|Expired                           |  | -      |  |   | -        |  |  |               |  |  |                 | 
|Outstanding at end of period      |  | 1,450  |  | $ | 0.26     |  |  | 29            |  |  | -               | 
|Exercisable at end of the quarter |  |        |  |   |          |  |  |               |  |  |                 | 
|(November 30,
      2007)         |  | 1,100  |  | $ | 0.26     |  |  | 29            |  |  | -               | 

The total fair value of the options
vested during the quarter ended November 30, 2007 was $79,286. At November 30,
2007, the Company had no unrecognized compensation expense relating to unvested
options. The compensation charge associated with stock options in the amount of
$64,191 is included in the Statement of Operations for the six months ended
November 30, 2007. The fair value of options associated with asset acquisition
of $15,095 has been allocated to the asset.

F14

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|12. | Interim financial statements (unaudited, as of November
        30, 2007) (continued)                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|    | The fair value of stock-based compensation awards granted
      during the period under review was estimated using the Black  Scholes
      option-pricing model with the following
assumptions:

| | Grant   |  | Grant    |  |  | Expected  |  |  | Expected   |  |  | Dividend |  |  | Risk     |  |   | Weighted-  | 
| | ------- |  | -------- |  |  | --------- |  |  | ---------- |  |  | -------- |  |  | -------- |  | - | ---------- | 
| | Year    |  | Date     |  |  | Life      |  |  | Volatility |  |  | Yield    |  |  | Free     |  |   | Average    | 
| |         |  |          |  |  |           |  |  |            |  |  |          |  |  | Interest |  |   | Grant Date | 
| |         |  |          |  |  |           |  |  |            |  |  |          |  |  | Rate     |  |   | Fair Value | 
| | 2007    |  | Sept. 01 |  |  | 24 months |  |  | 16%        |  |  | 0%       |  |  | 3.92%    |  | $ | 22,877     | 
| | 2007    |  | Oct. 05  |  |  | 24 months |  |  | 16%        |  |  | 0%       |  |  | 4.01%    |  | $ | 14,770     | 
| | 2007    |  | Nov. 01  |  |  | 24 months |  |  | 16%        |  |  | 0%       |  |  | 3.69%    |  | $ | 1,608      | 
| | 2007    |  | Nov. 01  |  |  | 60 months |  |  | 17%        |  |  | 0%       |  |  | 3.93%    |  | $ | 15,095     | 
| | 2007    |  | Nov. 05  |  |  | 24 months |  |  | 16%        |  |  | 0%       |  |  | 3.58%    |  | $ | 16,652     | 
| | 2007    |  | Nov. 15  |  |  | 24 months |  |  | 17%        |  |  | 0%       |  |  | 3.20%    |  | $ | 8,284      | 
| |         |  |          |  |  |           |  |  |            |  |  |          |  |  |          |  |   |            | 
| | $79,286 |  |          |  |  |           |  |  |            |  |  |          |  |  |          |  |   |            | 

As the Company has limited trading
history, the S&P Small Cap Index was used to calculate volatility. The risk
free interest rate is the rate currently available on zero-coupon U.S.
government issues with a term equal to the expected life of the option. The
dividend rate was 0% as the Company has not paid, and does not intend to pay any
dividends. The expected life of the award is assumed to be equal to the full
term of the award as the Company had not previously granted options. The fair
value of the Companys common stock was $0.25 at the measurement date. The
Company determined that the fair value of their common stock was equal to the
value of the Companys most recent issuance of common stock for cash.

Additional information regarding stock
options as at November 30, 2007 is as follows:

Number ofCommon Shares
    Exercise Prices
    Expiry Date300,000
    $0.25
    August 30, 2009400,000
    $0.25
    October 04, 200950,000
    $0.25
    October 31, 200950,000
    $0.40
    November 04, 200950,000
    $0.40
    November 14, 2009350,000
    $0.25
    December 31, 2009250,000
    $0.25
    October 31, 20121,450,000


No stock options have expired as of
November 30, 2007.

F-15

---

|Mantra Venture Group Ltd.                                                                 
|------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                             
|Notes to the November 30, 2007 Interim Consolidated Financial
      Statements (Unaudited)
|(Expressed in US Dollars)                                                                 

|12. | Interim financial statements (unaudited, as of November 30, 2007) (continued)
|--- | -----------------------------------------------------------------------------

A summary of the status of the Companys non-vested
  shares as of November 30, 2007, and changes during the six month period ended
  November 30 2007, is presented below:

| | Shares in Thousands                   |  |           |   |  | Weighted-Average | 
| | ------------------------------------- |  | --------- | - |  | ---------------- | 
| |                                       |  |           |   |  | Grant-Date       | 
| |                                       |  | Number    |   |  | Fair Value       | 
| |                                       |  | of Shares |   |  | **$**            | 
| | Non-vested at May 31, 2007            |  |          |   |  |                 | 
| | Granted                               |  | 1,450     |   |  | 0.05             | 
| | Vested                                |  | (1,100    | ) |  | 0.08             | 
| | Non-vested at
      November 30, 2007 |  | 350       |   |  | 0.05             | 

Share Purchase Warrants

During the six month period ending November 30, 2007,
  110,000 share purchase warrants were outstanding as follows:

Number of Warrants
    Exercise Price
    Expiry Date103,750
    $0.50
    November 19, 20096,250
    $0.50
    November 20, 2009110,000


The
  fair value of the share purchase warrants issued during the period ending November
  30, 2007, was in the amount of $30,792, which was determined using the Black
   Scholes option value model with the following assumptions:

Grant Year
    Grant Date
    Expected Life
    Expected Volatility
    Dividend Yield
    Risk Free Interest Rate
    Weighted- Average Grant Date Fair
      Value2007
    Nov. 20
    24 months
    17%
    0%
    3.1%
    $0.262007
    Nov. 21
    24 months
    17%
    0%
    2.99%
    $0.26


F-16

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Item 2. Managements Discussion and Analysis or Plan of
Operation

We have never generated any revenues and we have incurred
significant operating losses from operations since our inception. We will need
additional financing to sustain operations. Our auditors have issued a going
concern opinion. This means that our auditors believe there is substantial doubt
that we can continue as an on-going business for the next twelve months. We
anticipate that we will continue to incur losses for the next 24 months.
Accordingly, we must raise cash from sources other than operations. Our only
other source for cash at this time is investments by others in our company.

Overview

We were incorporated as a Nevada company on January 22, 2007.
Our principal office is located at 1205  207 West Hastings Street, Vancouver,
British Columbia, Canada, V6B 1H7. Our telephone number is (604) 609 2898. Our
fiscal year end is May 31. Our website is www.mantraenergy.com.Our common stock is quoted
on the OTC Bulletin Board under the symbol MVTG.OB.

We are building a portfolio of companies and technologies that
mitigate negative environmental and health consequences that arise from the
production of energy and the consumption of resources. We have not yet acquired
or developed a commercially exploitable technology. Our mission is to develop
and commercialize alternative energy technologies and services to enable
sustainable consumption, production and management of resources on residential,
commercial and industrial scales.

We have five wholly owned subsidiaries, all of which were
incorporated in the State of Nevada: Mantra Energy Alternatives Ltd., Carbon
Commodity Corporation, Climate ESCO Ltd., Mantra Media Corp., and Mantra Wind
Inc.

Results of Operations for the Period From January 22, 2007
(Date of Inception) to November 30, 2007 and for the Three Months Ended November
30, 2007.

Lack of Revenues

We had limited operational history. Since our inception on
January 22, 2007 to November 30, 2007, we have never generated any revenues. As
of November 30, 2007, we had total assets of $290,782 and total liabilities of
$240,562. We anticipate that we will incur substantial losses over the next year
and our ability to generate any revenues in the next 12 months continues to be
uncertain.

Expenses

We accumulated total expenses of $635,987 from January 22, 2007
(date of inception) to November 30, 2007, including $6,598 in amortization,
$119,987 in consulting fees, $47,607 in professional fees, $19,840 in rent and
$441,955 in general and administrative expenses.

20

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For the three months ended November 30, 2007, we incurred total
expenses of $357,121, including $3,675 in amortization, $80,532 in consulting
fees, $18,053 in professional fees, $11,984 in rent and $242,877 in general and
administrative expenses.

Our general and administrative expenses consist of bank
charges, travel, meals and entertainment, foreign exchange, office maintenance,
communication expenses (cellular, internet, fax, and telephone), courier,
postage costs and office supplies. Our professional fees include legal,
accounting and auditing fees.

Net Loss

Since our inception on January 22, 2007 to November 30, 2007,
we have incurred a net loss of ($635,987). For the three months ended November
30, 2007, we incurred net loss of ($357,121).

Plan of Operation

Our corporate strategy for the next 12 months includes the
following:

- Acquire alternative energy supply and production technologies and develop
  and market these technologies;
- Hire consultants to identify and contact companies with carbon dioxide
  waste streams who may serve as our potential clients and customers;
- Enter into development, licensing or sales agreements with third party
  manufacturers, distributors and consultants;
- Install our products and use them to create valuable chemicals produced
  with our technologies;
- Sell our technologies to other companies within exclusive geographic
  territories;
- Develop our promotional and marketing services through our wholly owned
  subsidiary Mantra Media;
- Develop our carbon emissions reduction commodity business through our
  wholly owned subsidiary, Carbon Commodity Corp; and
- Through our wholly-owned subsidiary, Climate ESCO, develop and market
  services to assist in the identification and integration of sustainable
  technology solutions.

There is limited historical financial information about us upon
which to base an evaluation of our performance. We are in the start-up stage
phase and have generated no revenues. We cannot guarantee that we will be
successful in our business operations. Our business is subject to the usual
risks inherent in the establishment of a new business enterprise, including
limited capital resources and possible cost overruns due to price and cost
increases in services and products. We intend to acquire technologies, products
and services by payment of cash or our equity securities or by purchasing a
company. Also, we plan to enter into joint ventures, partnerships or strategic
acquisition for the development and commercialization of our technologies.

Even though we plan to raise capital by equity or debt
financing, we believe that debt financing may not be a viable alternative as we
do not have tangible assets upon which to secure any debt financing. We
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock. However, we do not have any

21

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financing arranged as yet and we cannot provide investors with
any assurance that we will be able to raise sufficient funds from the sale of
our common stock to fund our operation and exploration activities. In the
absence of such financing, we will not be able to purchase technologies, or to
carry out a carbon reduction marketplace business. Even if we are successful in
obtaining equity financing to fund our operation and exploration, there is no
assurance that we will obtain the funding necessary to pursue any advanced
expansion of our proposed business plan. If we do not continue to obtain
additional financing, we will be forced to abandon our properties, our plan of
operation and the expansion of our business.

We may consider entering into joint venture, partnership or
other strategic alliances to provide the required funding to fully carry out our
business plan. If we enter into a joint venture, partnership, or other strategic
alliances, we would likely have to assign a percentage of our interest in the
business to the partner. The assignment of the interest would be conditional
upon contribution by the partner of sufficient capital to enable us to proceed
fully with our business plans and any future expansion of the business. We
currently do not have any commitments or agreements regarding partnership, joint
ventures or other strategic alliances. Our management is also unable to predict
whether or when any strategic transactions will occur or the likelihood of any
particular transaction being completed on favorable terms and conditions.
Partnership, joint ventures or other strategic transactions may present
financial, managerial and operational challenges. Any failure to integrate new
businesses or manage any new alliances successfully could adversely affect our
business and financial performance.

Liquidity and Capital Resources

At November 30, 2007 we had cash of $185,883 in our bank
accounts. At November 30, 2007, we had a working capital deficit of ($38,470).
Our accumulated deficit was ($635,987) as at November 30, 2007. We are solely
dependent on the funds raised through our equity or debt financing. Our net loss
of ($635,987) from January 22, 2007 (date of inception) to November 30, 2007 was
funded by our equity financing. Since January 22, 2007 (date of inception) to
November 30, 2007, we raised $782,220 in cash from the sale of our
securities.

We expect to require approximately $3,578,000 in financing to
acquire and develop technologies and launch the online carbon reduction
marketplace over the next 12 months (beginning January 2008), as follows:

22

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EstimatedDescription
      expenses($)Completion,
          full launch and development of an online carbon reduction marketplace
      1,135,000Development
          and marketing of TPS Processor
      560,000Development
          and marketing of ERC Technology
      513,000Development
          of the end-to-end energy services business
      525,000Development of the
        promotional and marketing service business
      225,000Preliminary development
        of Wind Farms
      620,000Total
      3,578,000


Our other planned operational expenses for the next twelve
months (beginning January 2008) are summarized as follows:

|Description                                                                                               | Target completion date or 
      period | Estimated 
      expenses ($)
|--------------------------------------------------------------------------------------------------------- | --------------------------------------- | -----------------------------
|Attendance at
      Carbon Forum                                                                          | February 28, 2008                       | 6,000                        
|Attendance at Fuel
      Cell Forum                                                                       | March 31, 2008                          | 7,000                        
|Completion of road
      shows                                                                            | January 31, 2008                        | 26,000                       
|Management and
      consulting fees (including expenses of the proposed Scientific Advisory
      Board) | 12 months                               | 430,000                      
|Raise additional
      private or public equity (legal, accounting and marketing fees)                    | September 30, 2008                      | 176,000                      
|General and
      Administrative Expenses                                                                 | 12 months                               | 115,000                      
|Total                                                                                                     |                                         | 760,000                      

At present, our cash requirements for the next twelve months
outweigh the funds available to maintain or develop our operations. Of the
$4,338,000 that we need for the next 12 months, we had $185,883 in cash as of
November 30, 2007. In order to fully carry out our business plan, we need
additional financing of approximately $4,152,000 for the next 12 months. In
order to improve our liquidity, we intend to pursue additional equity financing
from private investors or possibly a registered public offering. We intend to
negotiate with our management and consultants to pay parts of salaries and fees
with

23

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stock and stock options instead of cash. There can be no
assurance we will be successful in our efforts to secure additional equity
financing. If we are unable to raise equity or obtain alternative financing, we
may not be able to continue operations with respect to the continued development
and marketing of our company and our subsidiaries and we may not be able to
continue our operations and our business plan may fail. You may lose your entire
investment.

If operations and cash flow improve through these efforts,
management believes that we can continue to operate. However, no assurance can
be given that management's actions will result in profitable operations or an
improvement in our liquidity situation. The threat of our ability to continue as
a going concern will be removed only when revenues have reached a level that
sustains our business operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates. An
accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 2 to the financial statements, includes a summary of
the significant accounting policies and methods used in the preparation of our
financial statements. The following is a brief discussion of the critical
accounting policies and methods used by us.

Foreign Currency Translation

Our functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign currencies are
translated in accordance with SFAS No. 52 Foreign Currency Translation, using
the exchange rate prevailing at the balance sheet date. Gains and losses arising
on settlement of foreign currency denominated transactions or balances are
included in the determination of income. Foreign currency transactions are
primarily undertaken in Canadian dollars. We have not, to the date of these
financials statements, entered into derivative instruments to offset the impact
of foreign currency fluctuations.

24

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Stock-based Compensation

We have adopted the fair value recognition provisions of SFAS
No. 123R Share Based Payments, using the modified retrospective transition
method. We did not issue any stock options since our inception to May 31, 2007.
Accordingly, there was no effect on our reported loss from operations, cash
flows or loss per share as a result of SFAS No. 123R. As of January 7, 2008, we
issued 1,150,000 stock purchase options to our consultants for their consulting
services.

As we have limited trading history, the S&P Small Cap Index
was used to calculate volatility. The risk free interest rate is the rate
currently available on zero-coupon U.S. government issues with a term equal to
the expected life of the option. The dividend rate was 0% as we have not paid,
and do not intend to pay any dividends. The expected life of the award is
assumed to be equal to the full term of the award as we had not previously
granted options. The fair value of our common stock was $0.25 at the measurement
date. We determined that the fair value of their common stock was equal to the
value of our most recent issuance of common stock for cash.

Item 3A(T). Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures as of November 30, 2007. Based on this
evaluation, our management has concluded that our disclosure controls and
procedures adequately ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. The evaluation did not identify any change in our internal control over
financial reporting that occurred during the fiscal year ended November 30, 2007
that has materially affected or is reasonably likely to materially affect our
internal control over such reporting.

The term "internal control over financial reporting" is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's Board of Directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and

25

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|(3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, or use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

We are not aware of any legal proceedings which involve Mantra
or any of its properties or subsidiaries.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

From September 1, 2007 to November 30, 2007, we made the
following sales of unregistered securities:

- On September 1, 2007 we issued options to purchase up to 550,000 common
  shares to seven consultants pursuant to consulting agreements for management
  or administrative services. Of the 550,000 options, 300,000 options vested on
  September 1, 2007 and will be exercisable at $0.25 per share until August 30,
  2009 or upon the termination of consulting agreements, whatever occurs
  earlier. The remaining 250,000 options vested on January 1, 2008 and will be
  exercisable at $0.25 per share until December 31, 2009 or upon the termination
  of the applicable consulting agreements, whichever occurs earlier. These
  securities were issued without a prospectus pursuant to Regulation S of the
  Securities Act.
- In September 2007, we issued 37,878 shares of our common stock to one non
  US investor at $0.25 per share for cash proceeds of $9,470 and issued four
  consultants a total of 100,000 common shares with a fair market value of $0.25
  per share for their consulting services. These shares were issued without a
  prospectus pursuant to Regulation S of the Securities Act.
- In October 2007 we issued 259,200 shares of our common stock to seven non
  US investors at $0.25 per share for cash proceeds of $64,800. These shares
  were issued without a prospectus pursuant to Regulation S of the Securities
  Act.
- On October 5, 2007, we issued six consultants options to purchase up to
  400,000 common shares pursuant to consulting agreements for advisory services
  in relation to our corporate and scientific advisory boards. The 400,000
  options are exercisable at $0.25 per share until October 4, 2009 or upon the
  termination of the applicable consulting agreements, whichever occurs earlier.
  These securities were issued without a prospectus pursuant to Regulation S of
  the Securities Act.
- On November 1, 2007 we issued 0798465 BC Ltd., a company owned by our
  consultant and scientific advisory board member, Colin Oloman, 40,000 common
  shares and options to purchase up to 250,000 according to a technology
  assignment agreement. The options will be exercisable at $0.25

26

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- In November 2007 we issued to four consultants options to purchase up to
  250,000 common shares pursuant to consulting agreements for technology,
  business and multi-media development services. The 250,000 options are
  exercisable at $0.25 or $0.40 per share within two years after the date of
  issuance of the options or upon the termination of the applicable consulting
  agreements, whichever occurs earlier. These securities were issued without a
  prospectus pursuant to Regulation S of the Securities Act.
- In November 2007 we issued eight non US investors and one US investor an
  aggregate of 155,000 units at $0.40 per unit for cash proceeds of $62,000.
  Each unit consists of one common share and one warrant to purchase one common
  share at $0.50 per share for two years from the date of issuance of the
  warrants. Of the 155,000 warrants, 103,750 were issued November 20, 2007,
  6,250 were issued on November 21, 2007 and 45,000 were issued on December 1,
  2007. These securities were issued without a prospectus pursuant to Regulation
  S and Section 4(2) of the Securities Act.

We completed the offerings of the common stock pursuant to Rule
903 of Regulation S of the Securities Act on the basis that the sale of the
common stock was completed in an "offshore transaction", as defined in Rule
902(h) of Regulation S. We did not engage in any directed selling efforts, as
defined in Regulation S, in the United States in connection with the sale of the
units. Each investor was not a US person, as defined in Regulation S, and was
not acquiring the shares for the account or benefit of a US person.

Our reliance upon the exemption under Section 4(2) of the
Securities Act of 1933 was based on the fact that the issuance of these shares
did not involve a public offering.The offering was not a "public
offering" as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of
shares offered. We did not undertake an offering in which we sold a high number
of shares to a high number of investors. In addition, the investors had the
necessary investment intent as required by Section 4(2) since they agreed to and
received a share certificate bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the Securities Act. This restriction ensures
that these shares would not be immediately redistributed into the market and
therefore not be part of a "public offering." The investors negotiated the terms
of the transactions directly with our executive officers. No general
solicitation was used, no commission or other remuneration was paid in
connection with these transactions, and no underwriter participated. Based on an
analysis of the above factors, these transactions were effected in reliance on
the exemption from registration provided in Section 4(2) of the Securities Act
for transactions not involving any public offering.

Each investor was given adequate access to sufficient
information about us to make an informed investment decision. None of the
securities were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. No registration rights were
granted to any of the purchasers.

27

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

28

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Item 6. Exhibits

|Exhibit | Description                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                         
|10.1    | Larry Kristof Consulting Agreement
      dated September 1, 2007 (1)                                                                                                    
|        |                                                                                                                                                                         
|10.2    | David Warren Consulting Agreement
      dated September 1, 2007 (1)                                                                                                     
|        |                                                                                                                                                                         
|10.3    | Fred Mandl Consulting Agreement
      dated September 1, 2007 (1)                                                                                                       
|        |                                                                                                                                                                         
|10.4    | John Russell Consulting Agreement
      dated September 1, 2007 (1)                                                                                                     
|        |                                                                                                                                                                         
|10.5    | The Governing Council of the University
      of Toronto Agreement dated October 1, 2007 (1)                                                                            
|        |                                                                                                                                                                         
|10.6    | Technology Assignment Agreement
      with 0798465 BC Ltd. dated November 2, 2007 (2)                                                                                   
|        |                                                                                                                                                                         
|31.1    | Certification
      of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the
      Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                         
|31.2    | Certification
      of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the
      Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                         
|32.1    | Certification
      of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002        
|       
|32.2    | Certification
      of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002        
|       

(1) Included as exhibits on our Form
SB-2 filed October 18, 2007. (2) Included as an exhibit on our Form 10Q
filed January 22, 2008.

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                     | Mantra Venture Group Ltd.         
|-------------------- | ----------------------------------
|                     | (Registrant)                      
|                     |                                   
|                     | /s/ Larry
      Kristof           
|Date: April 21, 2008 | Larry Kristof                     
|                     | President, Chief Executive Officer
|                     | Director                          
|                     |                                   
|                     | /s/David Warren                   
|Date: April 21, 2008 | David Warren                      
|                     | Chief Financial Officer           
|                     | Principal Accounting Officer      

29

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