|Exhibit 31.2
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Certification Of The Chief Financial Officer - Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David Warren, certify that:

|1  | I have reviewed this Quarter Report on Form 10-Q of Mantra Venture Group Ltd.                                                                                                                                                                                                                             
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|2  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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|3  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report.                   
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|4  | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:                   
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|   | c                                                                                                                                                                                                                                                                                                         
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|   | d                                                                                                                                                                                                                                                                                                         
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|5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):                                                          
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|a | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and
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|b | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting.                                                                                               
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By: /s/ David Warren
David Warren
Chief Financial Officer
April 21, 2008

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