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Exhibit 31.2

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-QSB/A 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.
|   |                                                                                                                                                                                                                                                                                                                                           
|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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|   | a                                                                                                                                                                                                                                                                                                                                         
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|   | b                                                                                                                                                                                                                                                                                                                                         
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|   | c                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                           
|   | 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):                                                                  
|   |                                                                                                                                                                                                                                                                                                                                           

| | 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.                                                                                                     

By: /s/ David Warren

David Warren 
  Chief Financial Officer 
  April 21, 2008

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