UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

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

For the quarterly period ended February 29, 2008

 ̈ 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                                                         | 26-0592672                
|-------------------------------------------------------------- | --------------------------
|(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.)

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



|(604) 609 2898
Issuers telephone number
|----------------------------------------

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer   ̈ | Accelerated filer   ̈ | Non-accelerated filer  ̈ | Smaller reporting company þ
|-------------------------- | -------------------- | ----------------------- | ---------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes Noþ

APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 19, 2008, the registrant had 20,744,328shares of common stock outstanding.

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PART I - FINANCIAL INFORMATION
     1Item 1. Financial Statements
     1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
     2Item 3. Quantitative and Qualitative Disclosures About Market Risk
     7Item 4. Controls and Procedures
     7Item 4T. Controls and Procedures
     7PART II  OTHER INFORMATION
     8Item 1. Legal Proceedings
     8Item 1A. Risk Factors
     8Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     8Item 3. Defaults Upon Senior Securities
     11Item 4. Submission of Matters to a Vote of Security Holders
     11Item 5. Other Information
     11


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|PART I - FINANCIAL INFORMATION
|------------------------------

Item 1. Financial Statements

The unaudited interim consolidated financial statements of Mantra Venture Group Ltd. (the Company, Mantra, we, our, us) follow. All currency references in this report are in US dollars unless otherwise noted.



|Mantra Venture Group Ltd.Consolidated Financial Statements
(A Development Stage Company)
(Unaudited)
February 29, 2008
|----------------------------------------------------------------------------------------------------------------------



|Financial Statement Index
|-------------------------

Consolidated Balance Sheets
     F1Consolidated Statements of Operations
     F2Consolidated Statements of Cash Flows
     F3Consolidated Statement of Stockholders Equity
     F4Notes to the Consolidated Financial Statements
     F5


1

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Mantra Venture Group Ltd.(A Development Stage Company)Consolidated Balance SheetsFebruary 29, 2008 
(Unaudited)
     May 31, 2007ASSETSCurrent AssetsCash
     73,488
     13,982Taxes receivable
     15,093
     357Security deposit
     1,022
     932Total Current Assets
     89,603
     15,271Intangible Assets (Note 3)
     37,095
     Property and Equipment
     54,403
     11,875Total Assets
     181,101
     27,146LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts Payable and Accrued Liabilities
     82,742
     8,794Due to related parties
     73,994
     13,446Total Liabilities
     156,736
     22,240Contingency and Commitments (Notes 2)Stockholders EquityPreferred StockAuthorized: 20,000,000 shares, par value $0.00001Issued: no shares
     
     Common Stock (Note 4)Authorized: 100,000,000 shares, par value $0.00001Issued: 21,344,328 shares (May 31, 2007  16,760,000 shares)
     214
     168Additional Paid-In Capital
     1,383,518
     35,332Deficit Accumulated During the Development Stage
     (1,359,367)
     (30,594)Total Stockholders Equity
     24,365
     4,906Total Liabilities and Stockholders Equity
     181,101
     27,146


The accompanying notes are an integral part of these consolidated financial statements.

F-1

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Mantra Venture Group Ltd.
(A Development Stage Company)
Interim Consolidated Statements of Operations
(Unaudited)

Accumulated
     
     Accumulated
     
     AccumulatedFrom
     
     From
     
     FromJanuary 22, 2007
     Three
     January 22, 2007
     Nine
     January 22, 2007(Date of Inception)
     Months
     (Date of Inception)
     Months
     (Date of Inception)to
     Ended
     to
     Ended
     toFebruary 29,
     February 29,
     February 28,
     February 29,
     May 31,2008
     2008
     2007
     2008
     2007$
     $
     $
     $
     $Revenue
     
     
     
     
     Operating ExpensesDevelopment costs
     34,523
     11,761
     
     34,523
     General and administrative
     1,324,844
     711,619
     
     1,294,250
     30,594Total Operating Expenses
     1,359,367
     723,380
     
     1,328,773
     30,594Net Loss
     (1,359,367)
     (723,380)
     
     (1,328,773)
     (30,594)Net Loss Per ShareContinuing Operations  Basic and Diluted
     
     (0.03)
     
     (0.06)
     Weighted Average Number of SharesOutstanding  Basic and Diluted
     
     21,344,000
     21,189,000
     21,344,000
     16,760,000


The accompanying notes are an integral part of these consolidated financial statements.

F-2

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Mantra Venture Group Ltd.(A Development Stage Company)Interim Consolidated Statements of Cash Flows(Unaudited)AccumulatedAccumulated
     
     FromFrom January 22,
     
     January 22, 20072007 (Date of
     Nine Months
     (Date of Inception)Inception) to
     Ended
     toFebruary 29,
     February 29,
     February 28,2008
     2008
     2007$
     $
     $Operating ActivitiesNet loss
     (1,359,367)
     (1,328,773)
     Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
     11,324
     10,001
     Shares issued for services
     381,917
     381,717
     Changes in operating assets and liabilitiesAccounts receivable
     (15,093)
     (14,736)
     Prepaid expenses
     (1,022)
     (90)
     Accounts payable and accrued liabilities
     82,742
     73,948
     Net Cash Used in Operating Activities
     (899,499)
     (877,933)
     Investing ActivitiesPurchase of intangible assets
     (12,000)
     (12,000)
     Purchase of property equipment
     (65,727)
     (52,529)
     Net Cash Used in Investing Activities
     (77,727)
     (64,529)
     Financing ActivitiesDue to related parties
     73,994
     60,548
     Proceeds from issuance of common stock
     976,720
     941,420
     Net Cash Provided by Financing Activities
     1,050,714
     1,001,968
     Change in Cash
     73,488
     59,506
     Cash  Beginning
     
     13,982
     Cash  Ending
     73,488
     73,488
     Supplemental Disclosures:Interest paid
     
     
     Income taxes paid
     
     
     


The accompanying notes are an integral part of these consolidated financial statements.

F-3

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Mantra Venture Group Ltd.(A Development Stage Company)Consolidated Statement of Stockholders EquityPeriod from January 22, 2007 (Date of Inception) to February 29, 2008(Unaudited)DeficitAdditional
     AccumulatedPaid-in
     During the
     TotalCommon Shares
     Capital
     Development
     StockholdersNumber
     Amount
     (Discount)
     Stage
     Equity (Deficit)$
     $
     $
     $Balance  January 22, 2007(date of inception)
     
     
     
     
     Stock issued for cash at $0.00001 per share
     15,000,000
     150
     150
     
     300Stock issued for cash at $0.02 per share
     1,750,000
     18
     34,982
     
     35,000Stock issued for services at $0.02 per share
     10,000
     
     200
     
     200Net loss for the period
     
     
     
     (30,594)
     (30,594)Balance  May 31, 2007
     16,760,000
     168
     35,332
     (30,594)
     4,906Stock issued for cash at $0.10 per share
     1,221,500
     12
     124,638
     
     124,650Stock issued for cash at $0.25 per share
     1,399,078
     14
     349,756
     
     349,770Stock issued for services at $0.25 per share
     100,000
     1
     24,999
     
     25,000Common stock issued for services at $0.40 per share
     125,000
     1
     49,999
     
     50,000Stock issued for acquisition at $0.25 per share
     40,000
     
     10,000
     
     10,000Stock issued for cash at $0.40 per share
     155,000
     
     
     
     Allocation to shares
     
     2
     31,206
     
     31,208Allocation to warrants
     
     
     30,792
     
     30,792Common stock issued for cash at $0.40 per share
     668,750
     
     
     
     Allocation to shares
     
     7
     256,879
     
     256,886Allocation to warrants
     
     
     10,614
     
     10,614Common stock issued for services at $0.40 per share
     600,000
     
     
     
     Allocation to shares
     
     6
     218,078
     
     218,084Allocation to warrants
     
     
     21,917
     
     21,917Common stock issued for cash upon exercise ofwarrants at $0.50 per share
     275,000
     3
     137,497
     
     137,500Stock-based compensation
     
     
     81,811
     
     81,811Net loss for the period
     
     
     
     (1,328,773)
     (1,328,773)Balance  February 29, 2008
     21,344,328
     214
     1,383,518
     (1,359,367)
     24,365


The accompanying notes are an integral part of these consolidated financial statements.

F-4

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|Mantra Venture Group Ltd.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
|------------------------------------------------------------------------------------------------------------------

|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 February 29, 2008, the Company has accumulated losses of $1,359,367 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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F-5

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|Mantra Venture Group Ltd.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
|------------------------------------------------------------------------------------------------------------------

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | c)                                                    
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|   | d)                                                    
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|   | h)                                                    
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F-6

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|Mantra Venture Group Ltd.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
|------------------------------------------------------------------------------------------------------------------

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | i)                                                    
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|   |                                                       
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|   | j)                                                    
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|   | l)                                                    
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F-7

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|Mantra Venture Group Ltd.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
|------------------------------------------------------------------------------------------------------------------

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | n)                                                    
|  
|   |                                                       
|  
|   |                                                       
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|   |                                                       
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F-8

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|Mantra Venture Group Ltd.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
|------------------------------------------------------------------------------------------------------------------

3. 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.

|4. | Common Stock                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                                                                                                                                                        
|  
|5. | Stock Options                                                                                                                                                                                                                                                                                                             
|  
|   | Options have been granted with an exercise price equal to the fair market value of our stock on the date of the grant and expire either, two years after grant or vesting or five years after grant, depending on the terms of the grant.                                                                                 
|  
|   | During the nine month period ended February 29, 2008, the Company granted 1,450,000 options which vest over a period of 4 months from grant and 50,000 options which vested immediately. All options granted during the period had an exercise price equal to the fair market value of our stock on the date of the grant.
|  

The total fair value of the options vested during the nine months ended February 29, 2008, was $81,811 (2007 -$nil) and $66,716 included in the Statement of Operations for the nine months ended February 29, 2008 and the fair value of options associated with asset acquisition of $15,095 has been allocated to the asset.. At February 29 2008, the Company had no unrecognized compensation expense relating to unvested options.



|A summary of the Companys stock option activity is as follows:
|---------------------------------------------------------------

Weighted
     Weighted AverageNumber of
     Average
     Remaining
     AggregateOptions
     Exercise Price
     Contractual Term
     Intrinsic Value$
     (Months)
     $Outstanding, May 31, 2007
     
     Granted
     1,500,000
     0.27Cancelled
     (50,000)
     0.08Outstanding, February 29, 2008
     1,450,000
     0.27
     26
     Exercisable, February 29, 2008
     1,450,000
     0.27
     26
     


The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

F-9

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|Mantra Venture Group Ltd.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
5. Stock Options (continued)
|-----------------------------------------------------------------------------------------------------------------------------------------------

The fair market 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:

Expected
     
     
     
     Weighted AverageLife
     Expected
     Dividend
     Risk Free
     Grant DateGrant Date
     (Months)
     Volatility
     Yield
     Rate
     Fair ValueSeptember 1, 2007
     24
     16%
     0%
     3.92%
     $22,877October 5, 2007
     24
     16%
     0%
     4.01%
     $14,770November 1, 2007
     24
     16%
     0%
     3.69%
     $1,608November 1, 2007
     60
     17%
     0%
     3.93%
     $15,095November 5, 2007
     24
     16%
     0%
     3.58%
     $16,652November 15, 2007
     24
     17%
     0%
     3.20%
     $8,284December 13, 2007
     24
     17%
     0%
     3.04%
     $2,525


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. The fair value of the Companys common stock was $0.25 for 1,450,000 options and $0.40 for 50,000 options 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 February 29, 2008 is as follows:

Number of Options
     Exercise Price
     Expiry Date250,000
     $0.25
     August 30, 2009400,000
     $0.25
     October 4, 200950,000
     $0.25
     October 31, 200950,000
     $0.40
     November 4, 200950,000
     $0.40
     November 14, 2009350,000
     $0.25
     December 31, 200950,000
     $0.40
     December 13, 2009250,000
     $0.25
     October 31, 20121,450,000


A summary of the status of the Companys nonvested shares as of February 29, 2008 and changes during the nine month period ended February 29, 2008, is presented below:

Weighted-AverageGrant-DateNumber of
     Fair ValueShares
     $Nonvested at May 31, 2007
     
     Granted
     1,450,000
     0.05Vested
     (1,450,000)
     0.05Nonvested at February 29, 2008
     
     


F-10

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|Mantra Venture Group Ltd.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
|------------------------------------------------------------------------------------------------------------------

|6. | Warrants                                                                            
|-- | ------------------------------------------------------------------------------------
|  
|   | At February 29, 2008, 1,148,750 share purchase warrants were outstanding as follows:
|  

Number of Warrants
     Exercise Price
     Expiry Date600,000
     $0.40
     August 12, 2008103,750
     $0.50
     November 19, 20096,250
     $0.50
     November 20, 200945,000
     $0.50
     December 1, 200935,000
     $0.50
     December 5, 2009221,250
     $0.50
     December 10, 200937,500
     $0.50
     December 18, 2009100,000
     $0.50
     February 28, 20101,148,750


The fair value of the share purchase warrants issued during the period ending February 29, 2008, was in the amount of $63,323, which was determined using the Black-Scholes option model with the following assumptions:

WeightedExpected
     
     
     
     AverageLife
     Expected
     Dividend
     Risk Free
     Grant DateGrant Date
     (Months)
     Volatility
     Yield
     Rate
     Fair ValueNovember 20, 2009
     24
     17%
     0%
     3.10%
     $0.26November 21, 2009
     24
     17%
     0%
     2.99%
     $0.26December 12, 2009
     24
     17%
     0%
     3.04%
     $0.47February 8, 2008
     6
     21%
     0%
     1.88%
     $0.39


F-11

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by
terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual
events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

Business Overview and Uncertainties

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. On February 21, 2008 our homepage was available in Chinese to reflect our ongoing efforts to build ties with markets in Hong Kong and mainland of China. Our common stock is
quoted on the OTC Bulletin Board under the symbol MVTG.OB. On February 18, 2008 our stock is eligible for trading on the Frankfurt Stock Exchange under the symbol EDV 5MV. The Frankfurt Stock Exchange is a stock
exchange located in Frankfurt, Germany.

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 previously had 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. On February 29, 2008
we incorporated an additional wholly owned subsidiary in the State of Nevada, Mantra China Inc.

2

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Results of Operations for the Period From January 22, 2007 (Date of Inception) to February 29, 2008 and for the Three Months Ended February 29, 2008.

Lack of Revenues

We have had limited operational history since our inception on January 22, 2007. Since our inception on January 22, 2007 to February 29, 2008, we have not generated any revenues. As of February 29, 2008, we had total assets of $181,101 and total liabilities of $156,736. Since our inception to February 29, 2008, we have an accumulated deficit of $1,359,367. 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 $1,359,367 from the date of our inception to February 29, 2008, including $34,523 in development costs, $11,324 in amortization expense, $517,565 in consulting fees, $53,956 in professional fees, $34,019 in rent and $707,980 in other general and administrative expenses.

For the three months ended February 29, 2008, we incurred total expenses of $723,380, including $11,761 in development costs, $4,726 in amortization, $364,016 in consulting fees, $27,053 in professional fees, $13,434 in rent and $302,390 in other general and administrative expenses. For the nine months ended February 29, 2008, we incurred total expenses of $1,328,773, including $34,523 in development costs, $10,001 in amortization, $514,408 in consulting fees, $43,360 in professional fees, $32,529 in rent and $693,952 in other general and administrative expenses.

Our other 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. Our development costs are fees paid to our consultants, Fred Mandl and Shawn McQuaid, for development of our carbon calculator

Net Loss

Since our inception on January 22, 2007 to February 29, 2008, we have incurred net loss of $1,359,367. For the three months ended February 29, 2008, we incurred net loss of $723,380. For the nine months ended February 29, 2008, we incurred net loss of $1,328,773. Our net loss per share was $0.06 for the nine months ended February 29, 2008 and $0.03 for the three months ended February 29, 2008.

Liquidity and Capital Resources

At February 29, 2008 we had cash of $73,488 in our bank accounts and a working capital deficit of $67,133. Our net loss from January 22, 2007 to February 29, 2008 was $1,359,367. We are solely dependent on the funds raised through our equity or debt financing and our net loss was funded through equity financing.

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Since January 22, 2007 (date of inception) to present, we raised gross proceeds of $846,720 in cash from the sale of our securities as described in the following table.

|Date of issuance | Type of security issued | Number of securities issued | Price per security ($) | Total funds received ($) 
|---------------- | ----------------------- | --------------------------- | ---------------------- | -------------------------
|January 2007     | Common Shares           | 15,000,000 (1)              | 0.00001                | 300                      
|May 2007         | Common Shares           | 1,750,000                   | 0.02                   | 35,000                   
|                 | Common Shares           | 10,000 (2)                  | -                      | For services             
|July 2007        | Common Shares           | 1,221,500                   | 0.10                   | 122,150                  
|                 | Common Shares           | 0 (3)                       | -                      | For services             
|August 2007      | Common Shares           | 1,102,000                   | 0.25                   | 275,500                  
|                 | Common Shares           | 37,878                      | 0.25                   | 9,470                    
|September 2007   | Common Shares           | 100,000                     | -                      | For services             
|                 | Options                 | 550,000                     | -                      | For services             
|October 2007     | Common Shares           | 259,200                     | 0.25                   | 64,800                   
|                 | Options                 | 400,000                     | -                      | For services             
|November 2007    | Units                   | 155,000                     | 0.40                   | 62,000                   
|                 | Common Shares           | 40,000                      | -                      | technology               
|                 | Options                 | 500,000                     | -                      | For services             
|December 2007    | Common Shares           | 125,000                     | -                      | For services             
|                 | Units                   | 568,750                     | 0.40                   | 227,500                  
|                 | Options                 | 50,000                      |                        | For services             
|February 2008    | Common Shares           | 275,000                     | 0.50                   | Upon exercise of warrants
|                 | Units                   | 600,000                     | 0.40                   | For services             
|                 | Units                   | 100,000                     | 0.40                   | 40,000                   

Total Common Shares
     
     21,344,328
     
     846,720


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(1) On January 23, 2007, we issued 30,000,000 shares of our common stock to 0770987 BC Ltd., a company controlled by Larry Kristof, our President, CEO, CFO and director at $0.00001 per share for cash proceeds of $300. On July 12, 2007, 15,000,000 of the shares of our common stock issued to 0770987 BC Ltd. were cancelled.

(2) On May 28, 2007, we issued 20,000 shares of our common stock to an individual with a fair market value of $400 for consulting services. On September 7, 2007, the 10,000 shares of our common stock issued for consulting services were cancelled due to the cancellation of the consulting agreement.

(3) On July 6, 2007, we issued 25,000 shares of our common stock to an individual with a fair market value of $2,500 for consulting services. On September 7, 2007, the 25,000 shares of our common stock issued for consulting services were cancelled due to the cancellation of the consulting agreement.

For the nine months ended February 29, 2008, we used net cash of $64,529 in investing activities and we used net cash of $877,933 in operating activities. We also received net cash of $1,001,968 from financing activities. The increase in cash for the three months ended February 29, 2008 was $59,506 due to the sale of our common stock.

We expect to require approximately $4,005,000 in financing to acquire and develop technologies and launch the online carbon reduction marketplace over the next 12 months (beginning April 2008), as follows:

Description
     Estimated expenses ($)Completion, full launch and development of an online carbon reduction marketplace
     1,135,000Development and marketing of TPS Processor
     1,000,000Development and marketing of ERC Technology and establishment of a research laboratory facility
     500,000Development 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
     4,005,000


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

Description
     Target completion date or period
     Estimated expenses ($)Completion of road shows
     April 30, 2008
     26,000Management and consulting fees (including expenses of the proposed Scientific Advisory Board)
     12 months
     700,000Raise additional private or public equity (legal, accounting and marketing fees)
     September 30, 2008
     176,000Legal and Professional Fees
     12 months
     140,500Travel and Promotional Expenses
     12 months
     230,000General and Administrative Expenses
     12 months
     129,500Total
     
     1,402,000


At present, our cash requirements for the next twelve months outweigh the funds available to maintain or develop our operations. Of the $5,407,000 that we need for the next 12 months, we had $73,488 in cash as of February 29, 2008. In order to fully carry out our business plan, we need additional financing of approximately $5,334,000 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 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Not applicable.

Item 4T. 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 February 29, 2008. 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 February 29, 2008 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
|   
|(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.                                                                                                                               
|   

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|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 1A. Risk Factors.

Not applicable.

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

From September 1, 2007 to April 16, 2008, 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 $0.25per share until October 31, 2012 or upon the rescission of the technologyassignment agreement, whatever occurs earlier. These securities wereissued without a prospectus pursuant to Regulation S of the Securities Act.

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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 onecommon share at $0.50 per share for two years from the date of issuance ofthe 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 onDecember 1, 2007. These securities were issued without a prospectuspursuant to Regulation S and Section 4(2) of the Securities Act.
- On December 4, 2007 we issued 100,000 shares of our common stock to our stock transfer agent, Island Stock Transfer, for its services. On December 13, 2007 we issued Dominic Roy 25,000 shares of our common stock for his multi-media development consulting services. These securities were issued without a prospectus pursuant to Section 4(2) and Regulation S of the Securities Act.
- In December 2007 we issued various non US investors and two US investors an aggregate of 68,750 units at $0.40 per unit for cash proceeds of $227,500. We also issued 100,000 units to Larry Kristof, our President and Chief Executive Officer, at $0.40 per unit for cash proceeds of $40,000. 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. These securities were issued without a prospectus pursuant to Section 4(2) and Regulation S of the Securities Act.
- In December 2007 we issued Dr. Anthony, a member of Scientific Advisory Board, options to purchase 50,000 common shares pursuant to a consulting agreement. The 50,000 options are exercisable at $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.
- On February 12, 2008, we issued 600,000 units at $0.40 per unit to Metradon Ventures Limited pursuant to a consulting agreement for business development services. Each unit consists of one common share and one warrant to purchase one common share at $0.50 per share for six months from the date of issuance of the warrants. These securities were issued without a prospectus pursuant to Section 4(2) and Regulation S of theSecurities Act.

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- On February 13, 2008 we issued 275,000 common shares to Dan Funaro and Omni Enterprises Limited upon exercise of warrants at an exercise price of $0.50 per share for cash proceeds of $137,500. These securities were issued without a prospectus pursuant to Regulation S of the Securities Act.
- On February 13, 2008 we issued 275,000 common shares to Dan Funaro and Omni Enterprises Limited upon exercise of warrants at an exercise price of $0.50 per share for cash proceeds of $137,500. These securities were issued without a prospectus pursuant to Regulation S of the Securities Act.
- On February 28, 2008, we issued 100,000 units at $0.40 per unit to 0770987 BC Ltd., a company controlled by Larry Kristof, our President, CEO and director, for cash proceeds of $40,000. Each unit consists of one common share and one warrant to purchase one common share at $0.50 per share until February 28, 2010. These securities were issued without a prospectus pursuant to Regulation S 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.

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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.

Item 6. Exhibits

Exhibit    Description No.

10.1         Consulting Agreement Between Mantra Venture Group Ltd. and Metradon 10.1 Ventures Ltd. dated February 8, 2008 (1)

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 8-K filed on February 21, 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        

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