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CORRESP
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filename1.htm

    corresp.htm

    #1205-207
W. Hastings St., Vancouver, BC, V6B 1H7

    604-609-2898

    June 23,
2009

    U.S. Securities and
Exchange Commission

    Division of
Corporation Finance

    100 F Street,
NE

    Washington,
DC  20549

    Attention:
Tara Harkins

    Dear Ms.
Harkins:

      Re:           Comments
on Form 10-K for the Fiscal Year Ended May 31, 2008 and related
filings

    Form 10-K for the Fiscal
Year Ended May 31, 2008

    Note 3. Intangible Assets,
page F-10

              1.

              Please refer
      to our prior comment 5. As previously requested, please explain to us how
      this technology has reached technological feasibility and meets the
      definition of an intangible asset outlined in paragraph 39 of SFAS
      141.

    Mantra
Venture Group Ltd. (the “Company”) entered into an agreement with Kemetco
Research Inc., a research, development and testing laboratory in British
Columbia, Canada who have ran various tests on the Company’s electro-reduction
of carbon dioxide (“ERC”) which have proven the technology’s
feasibility.  Kemetco is currently engaged in the commercialization
and optimization of the technology.

    ERC
is an intangible asset due to the fact that it arises as a result of the
Company’s patent rights to the technology and that it may be sold, transferred,
licensed, rented, or exchanged through the assignment of rights in the various
ERC patents.

              Item 9A(T). Controls
      and Procedures, page 34

              2.

              We note your
      response to comment 9. Please amend your May 31, 2008 Form 10-K to include
      the disclosure included within your response related to management’s
      conclusion on the effectiveness of your disclosure controls and procedures
      as of May 31, 2008.

    The
Company has filed the amended 10-K for the year ended May 31, 2008 on June 17,
2009.

              3.

              We note from
      your responses to prior comments 9 and 12 that you have reached a
      conclusion that your disclosure controls and procedures were not effective
      as of May 31, 2008, August 31, 2008, November 31, 2008 and February 28m
      2009. However, it is still unclear if management identified any material
      weaknesses at each reporting date and management’s plans, if any, or
      actions already undertaken for remediating the material weaknesses
      identified. Please advise.

    Management
identified the following material weaknesses during its evaluations of the
Company’s disclosure controls:

    1. The
Company had inconsistencies in the reporting of its share
issuances;

    2. The
Company does not have sufficient staff, management or directors for effective
segregation of duties; and

    3. It
is highly likely that the Company does not have effective internal controls as
it lacks an official audit committee and has no independent
directors.

    The
Company is currently in the process of preparing the management’s report on
international controls over financial reporting for the year ended May 31,
2009.

    The
Company has taken steps to remedy the first material weakness by assigning
responsibility for all resolutions and other corporate records to the Company’s
attorneys.  The Company has also taken steps to attract additional
staff and directors and is anticipating the appointment of additional directors
within in the near future and will be undertaking to remedy the additional
material weaknesses.

    Additionally, the
Company acknowledges that:

              ·

              The Company
      is responsible for the adequacy and accuracy of the disclosure in the
      filing;

              ·

              Staff
      comments or changes to disclosure in response 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.

    Yours
truly,

    /s/
Larry
Kristof

    Larry Kristof,
President, CEO

    Mantra Venture
Group Ltd.