SecProbe.io

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

   Mail Stop 3030

May 20, 2009
Via Facsimile and U.S. Mail

 Mr. Dennis Petke Chief Financial Officer Mantra Venture Group Ltd. 1205 – 207 West Hastings Street Vancouver, British Columbia, Canada V6B 1H7
 Re: Mantra Venture Group Ltd.
Form 10-K for the Year Ended May 31, 2008
 Filed September 15, 2008 Forms 10-Q for the Quarter Ended August 31, 2008, November 30, 2008, and
            February 28, 2009  File No.  000-53461

Dear Mr. Petke:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial st atements and related disclosures and will make no further review
of your documents.  Where indicated, we think yo u should revise your documents in response to
these comments.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Mantra Venture Group Ltd.
Mr. Dennis Petke
May 20, 2009 Page 2   Form  10-K for the Fiscal Year Ended May 31, 2008

Item 8.  Financial Statements and Supplementary Data, page 33

-Report of Independent Registered Public Accounting Firm, page F-1

1. We note from pages F-4 through pages F-6 that  as required by SFAS 7 you present your
cumulative inception- to-date financial statement data from January 22, 2007 thru May 31, 2008.  In your next 10-K and in future fili ngs, please have your audi tors also identify
the cumulative inception-to-date financial statem ents in their reports and clearly indicate
the level of responsibility each is taking fo r these cumulative inception-to-date financial
statements and for which periods.
 -Consolidated Statement of Operations, page F-4

 2. Please revise your future filings to presen t a functional statement of operations as
opposed to presenting an income statem ent based on expense classification.
 Notes to the Consolidated Financial Statements, F-7

Note 2. Summary of Significant Accounting Policies, page F-7

-(c)  Basic and Diluted Earnings Per Share, page F-7
 3. Please revise your future filings to disclose the number of shares that could potentially
dilute basic earnings per share in the future th at were not included in the computation of
diluted earnings per share because to do so  would have been anti-dilutive for the
reporting periods presented.  Refer to paragraph 40(c) of SFAS 128.

-(j).  Intangible Assets, page F-8

4. Please revise this note in future filings to include all of the disclosures outlined in
paragraphs 44-45 of SFAS 142 relate d to your intangible assets.
 Note 3.  Intangible Assets, page F-10

 5. We note that you acquired technology for th e electro-reduction of  carbon dioxide during
fiscal 2008 and that you valued and recorded $37,854 as an intangible asset.  We further
note that subsequent to ac quiring this technology that you entered into a technology
development and support agreement to develop th is technology.  As su ch, please tell us
and revise this note in future filings to  explain how this technology has reached
technological feasibility and meets the defini tion of an intangible asset as outlined in
paragraph 39 of SFAS 141.

Mantra Venture Group Ltd.
Mr. Dennis Petke
May 20, 2009 Page 3   Note 7.  Stock Options, page F-12

 6. We note on page F-13 that you utilized the hi storical volatility from a comparable
company with a longer trading history to de termine the volatility assumption within the
Black-Scholes option pricing model to valu e your stock options granted during each
reporting period presented.  You further state on page 32 that you utilized the S&P Small
Cap Index to calculate the volat ility of your common stock.  Pleas e tell us and revise this
note and your critical accounting policies in MD&A in future  filings to clearly explain
how you determined the volatility assumptions  within the Black-Scholes option pricing
model.  Within your discussion, please e xplain how you considered the guidance in
Question 6 of SAB Topic 14.D.1.

Note 8.  Warrants, page F-14

7. Please revise your disclosure here and your critical accounting polic ies within MD&A in
future filings to explain how you determined  the assumptions utilized in the Black-
Scholes option pricing model ut ilized to value the warrants is sued during each reporting
period presented.  Refer to the guidance in paragraphs A240-242 of SFAS 123(R) and
SAB No. 107.

Note 9.  Income Taxes, page F-14

8. Please revise this note in your future filings  to include all the di sclosures required by
paragraphs 43-48 of SFAS 109 and paragraphs  20-21 of FIN 48 related to your income
taxes.
 Item 9A(T).  Controls and Procedures, page 34

 9. We note your statement that your chief executiv e officer and your chief financial officer
have concluded that your disc losure controls and procedur es “adequately ensure that
information required to be disclosed in [your] reports filed or submitted under the
Exchange Act [are] recorded, processed, su mmarized and reported within the time
periods specified in th e SEC's rules and forms.”  It doe s not appear that your certifying
officers have reached a conclusion that your disclosure controls and procedures are effective.  Please amend this filing to include  a clear and definite statement disclosing
your management’s conclusions regarding the effectiveness of your disclosure controls
and procedures - i.e., whether at  the end of the fiscal year your disclosure controls and
procedures were effective or were not eff ective. Refer to the guidance in Item 307 of
Regulation S-K.

Mantra Venture Group Ltd.
Mr. Dennis Petke
May 20, 2009 Page 4   Exhibit 31.1 and Exhibit 31.2

 10. We note that the certifications filed pursuant  to Exchange Act Rule  13a-14(a) are not in
the exact form prescribed by Item 601(b)(3 1) of Regulation S-K.  Specifically, in
paragraph 4(d), you have removed the language “( the registrant’s fourth  fiscal quarter in
the case of an annual report).”  We note si milar modifications w ithin your August 31,
2008, November 30, 2008, and February 28, 2009 Forms 10-Q.  Please revise your certifications in future filings to confor m to the exact wording required by Item
601(b)(31) of Regulation S-K.

Forms10-Q for the Quarter Ended Fe bruary 28, 2009 and November 30, 2008

Notes to the Consolidated Financial Statements, page F-4
 11. We note on from page 4 of your 2008 Form 10-K that you entered into a joint venture
agreement on June 4, 2008 with Green China Developments Limited and Gateview Group Limited to establish a Hong Kong company, Mantra China Limited, through which you intend to acquire, develop, finance and distribute Asian-pr oduced technologies
in North America and abroad. We further no te that you own 51% of this joint venture
company.  Please tell us and re vise your future filings to disclose how you are accounting
for this joint venture.
 Item 4.  Controls and Procedures, page 10

 12. We note your disclosure here and with in your August 31, 2008 and November 30, 2008
Forms 10-Q that your management concluded that your disclosure controls and procedures were not effective.  Please tell us and revise your future filings to explain why
you have concluded that your di sclosure controls and procedures were not effective.
Within your discussion, please disclose if management has identified any material
weaknesses and management’s plans, if any, or actions already undertaken for
remediating the material weaknesses identified.

Forms 10-Q for the Quarter Ended August 31, 2008

Item 4.  Controls and Procedures, page 6

13. We note your disclosure that your manageme nt has concluded that your “disclosure
controls and procedures were not effectiv e” as of August 31, 2008.  However, you further
disclose that your management concluded that  your disclosure cont rols and procedures
“adequately ensure  that information required to be di sclosed in [your] reports filed or
submitted under the Exchange Act [are] recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.”  Please ensure that future filings disclose in clear and unqualified la nguage management’s conclusions regarding

Mantra Venture Group Ltd.
Mr. Dennis Petke
May 20, 2009 Page 5
the effectiveness of your disclosure controls  and procedures.  Refe r to the guidance in
Item 307 of Regulation S-K.

As appropriate, please amend your Forms 10-K and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendments to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to  our comments and provi des any requested.
Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional co mments after reviewing your amendments and
responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.      In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3643 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,

                    Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

Mantra Venture Group Ltd.
Mr. Dennis Petke May 20, 2009 Page 6