10-Q/A

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

Form 10-Q/A
Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2013

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______ to ________

Commission File Number 000-53461

MANTRA VENTURE GROUP LTD.
(Exact name of registrant as specified in its charter)

British Columbia	26-0592672
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

#562 – 800 15355 24th Avenue, Surrey, British Columbia, Canada	V4A 2H9
(Address of principal executive offices)	(Zip Code)

(604) 560-1503
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] YES                [   ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] YES               [   ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer [   ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

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

[   ] YES               [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[   ] YES                [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 57,097,864 common shares issued and outstanding as of January 16, 2014.

Explanatory Note:

Our company is filing this Form 10-Q/A for the period ended November 30, 2013 to include a revision to the cover page of the Form 10-Q to indicate that our company is not a “Shell Company” and was a not a “Shell Company” at the date of filing the Form 10-Q. The above described changes had no affect on our company’s financial position or results of operations. This amended report does not reflect events occurring after the filing of the Form 10-Q on January 21, 2014, nor does it modify or update those disclosures presented therein, expect with regard to the modifications described in this Explanatory Note. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this amended report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Form 10-Q have been re-executed and re-filed as of the date of this amended report and are included as exhibits hereto.

Table of Contents

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION		18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		21

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited interim consolidated financial statements of Mantra Venture Group Ltd. (“we”, “us”, “our” and “our company”) follow. All currency references in this report are in US dollars unless otherwise noted.

MANTRA VENTURE GROUP LTD.
(A development stage company)
Consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

	Index
Consolidated balance sheets	F–1
Consolidated statements of operations	F–2
Consolidated statements of cash flows	F–3
Notes to the consolidated financial statements	F–4

MANTRA VENTURE GROUP LTD.
(A development stage company)
Consolidated balance sheets
(Expressed in U.S. dollars)

	November 30,		May 31,
	2013		2013
	$		$
	(unaudited)
ASSETS
Current assets
Cash	–		25,387
Amounts receivable	64,965		19,915
Prepaid expenses and deposits	57,045		34,521
Total current assets	122,010		79,823
Restricted cash (Note 3)	27,778		28,750
Property and equipment (Note 4)	59,594		70,771
Total assets	209,382		179,344
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Checks written in excess of funds on deposit	2,496		–
Accounts payable and accrued liabilities	752,296		571,805
Due to related parties (Note 5)	157,767		173,424
Loans payable (Note 6)	249,906		253,227
Obligations under capital lease (Note 7)	7,902		7,826
Convertible debentures (Note 8)	209,095		200,097
Total current liabilities	1,379,462		1,206,379
Loans payable (Note 6)	18,873		31,346
Obligations under capital lease (Note 7)	24,733		29,177
Convertible debentures (Note 8)	162,000		–
Total liabilities	1,585,068		1,266,902
Going concern (Note 1)
Commitments and contingencies (Note 12)
Stockholders’ deficit
Mantra Venture Group Ltd. stockholders’ deficit
Preferred stock         Authorized: 20,000,000 shares, par value $0.00001                  Issued and outstanding: Nil shares	–		–
Common stock         Authorized: 100,000,000 shares, par value $0.00001         Issued and outstanding: 57,097,864 (May 31, 2013 – 55,226,276) shares	571		552
Additional paid-in capital	7,063,847		6,875,939
Common stock subscribed (Note 9)	135,462		115,662
Deficit accumulated during the development stage	(8,494,594	)	(8,023,639	)
Total Mantra Venture Group Ltd. stockholders’ deficit	(1,294,714	)	(1,031,486	)
Non-controlling interest	(80,972	)	(56,072	)
Total stockholders’ deficit	(1,375,686	)	(1,087,558	)
Total liabilities and stockholders’ deficit	209,382		179,344

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

F-1

MANTRA VENTURE GROUP LTD.
(A development stage company)
Consolidated statements of operations
(Expressed in U.S. dollars)
(unaudited)

									Accumulated from
									January 22, 2007
	Three Months Ended				Six Months Ended				(date of inception)
	November 30,				November 30,				to November 30,
	2013		2012		2013		2012		2013
	$		$		$		$		$
Revenue
Technology development revenues	148,404		–		148,404		–		148,404
Product revenues	–		–		–		3,027		38,812
Total Revenues	148,404		–		148,404		3,027		187,216
Cost of goods sold	–		–		–		2,500		14,973
Gross profit	148,404		–		148,404		527		172,243
Operating expenses
Business development	8,662		3,550		8,662		10,215		360,075
Consulting and advisory	56,244		29,424		96,944		51,535		1,074,569
Depreciation and amortization	5,134		7,502		12,658		13,327		194,164
Foreign exchange loss (gain)	(4,119	)	1,922		(17,819	)	18,767		7,372
General and administrative	15,417		8,703		24,941		20,981		501,244
License fees	40,000		29,442		40,000		29,442		123,511
Management fees (Note 5)	46,427		104,310		92,948		182,310		1,532,804
Professional fees	50,149		55,299		80,786		93,901		1,130,286
Public listing costs	6,046		9,142		7,115		12,622		245,015
Rent (Note 5)	13,270		4,500		23,919		9,000		267,725
Research and development	55,931		279,031		142,603		368,818		1,001,079
Shareholder communications and awareness	7,142		–		7,382		34,719		688,895
Supplies	20,081		–		20,081		–		20,081
Travel and promotion	32,450		40,133		50,908		77,152		596,782
Wages and benefits	14,236		–		14,236		–		793,980
Website development/corporate branding	–		–		–		–		195,451
Write-down of intangible assets	–		–		–		–		37,815
Write-down of inventory	–		–		–		–		12,455
Total operating expenses	367,070		572,958		605,364		922,789		8,783,303
Loss before other income (expense)	(218,666	)	(572,958	)	(456,960	)	(922,262	)	(8,611,060	)
Other income (expense)
Accretion of discounts on convertible debentures	–		–		(9,014	)	–		(57,942	)
Loss on disposal of equipment	–		–		–		–		(14,999	)
Gain on settlement of debt	–		–		–		–		22,332
Government grant income	–		–		–		–		118,324
Interest expense	(16,373	)	(12,081	)	(29,881	)	(20,897	)	(175,806	)
Total other income (expense)	(16,373	)	(12,081	)	(38,895	)	(20,897	)	(108,091	)
Net loss for the period	(235,039	)	(585,039	)	(495,855	)	(943,159	)	(8,719,151	)
Less: net loss attributable to the non-controlling interest	11,847		32,102		24,900		45,466		224,557
Net loss attributable to Mantra Venture Group Ltd.	(223,192	)	(552,937	)	(470,955	)	(897,693	)	(8,494,594	)
Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted	–		(0.01	)	(0.01	)	(0.02	)
Weighted average number of shares outstanding used in the calculation of net loss attributable to Mantra Venture Group Ltd. per common share	57,097,864		49,389,851		56,637,637		48,410,075

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

F-2

MANTRA VENTURE GROUP LTD.
(A development stage company)
Consolidated statements of cash flows
(Expressed in U.S. dollars)
(unaudited)

					Accumulated from
	Six Months		Six Months		January 22, 2007
	Ended		Ended		(date of inception)
	November 30,		November 30,		to November 30,
	2013		2012		2013
	$		$		$
Operating activities
Net loss	(495,855	)	(943,159	)	(8,719,151	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures	9,014		–		57,942
Depreciation and amortization	12,658		13,327		194,164
Foreign exchange loss (gain)	(3,544	)	13,218		(5,541	)
Gain on settlement of debt	–		–		(22,332	)
Loss on disposal of property and equipment	–		–		14,999
Non-cash interest expense	–		–		10,000
Stock-based compensation	38,200		24,090		1,674,516
Write-down of intangible assets	–		–		37,815
Write-down of inventory	–		–		12,455
Changes in operating assets and liabilities:
Amounts receivable	(45,050	)	(41,396	)	(64,965	)
Inventory	–		2,500		(12,455	)
Prepaid expenses and deposits	(22,524	)	(7,622	)	(57,045	)
Other assets	–		–		(12,000	)
Accounts payable and accrued liabilities	180,491		81,565		1,226,501
Due to related parties	(15,657	)	(73,256	)	157,767
Net cash used in operating activities	(342,267	)	(930,733	)	(5,507,330	)
Investing activities
Purchase of property and equipment	(1,481	)	(8,406	)	(215,114	)
Proceeds from sale of property and equipment	–		–		900
Restricted cash	–		–		(28,750	)
Net cash used in investing activities	(1,481	)	(8,406	)	(242,964	)
Financing activities
Bank overdraft	2,496		–		2,496
Repayment of capital lease obligations	(3,637	)	(1,223	)	(11,558	)
Proceeds from loans payable	–		–		201,571
Repayment of loans payable	(12,025	)	(17,570	)	(67,145	)
Proceeds from issuance of convertible debentures	162,000		–		412,000
Proceeds from issuance of common stock and subscriptions received	169,527		941,001		5,212,930
Net cash provided by financing activities	318,361		922,208		5,750,294
Change in cash	(25,387	)	(16,931	)	–
Cash, beginning of period	25,387		215,600		–
Cash, end of period	–		198,669		–
Non-cash investing and financing activities:
Property and equipment financed under capital lease	–		21,765		42,543
Common stock issued to settle debt	–		–		409,372
Common stock issued and stock options granted for acquisition of intangible assets	–		–		37,815
Common stock subscriptions transferred to loans payable	–		–		50,000
Supplemental disclosures:
Interest paid	6,918		–		63,897
Income taxes paid	–		–		–

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

F-3

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

1.	Basis of Presentation
	The accompanying consolidated interim financial statements of Mantra Venture Group Ltd. (the “Company”) should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
	The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
	These unaudited consolidated 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 not generated significant revenues since inception, and is unlikely to 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 November 30, 2013, the Company has a working capital deficit of $1,257,452, has not generated significant revenues, and has accumulated losses of $8,494,594 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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.	Significant Accounting Policies

(a)	Principles of Consolidation
	These unaudited consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All the subsidiaries are wholly-owned with the exception of Climate ESCO Ltd., which is 64.84% owned and Mantra Energy Alternatives Ltd., which is 89.09% owned. All inter- company balances and transactions have been eliminated.
(b)	Technology Development Revenue
	The Company performs research and development services. The Company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered reasonably assured and can be reasonably estimated. Revenue is based on direct labor hours expended at contract billing rates plus other billable direct costs.
(c)	Recent Accounting Pronouncements
	The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.	Restricted Cash
	Restricted cash represents cash pledged as security for the Company’s credit cards.

F-4

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

4. Property and Equipment

			November 30,	May 31,
			2013	2013
		Accumulated	Net carrying	Net carrying
	Cost	depreciation	value	value
	$	$	$	$
Computer	5,341	1,630	3,711	3,080
Research equipment	61,971	54,855	7,116	10,533
Vehicles under capital lease	68,340	19,573	48,767	57,158
	135,652	76,058	59,594	70,771

5.	Related Party Transactions
	(a)	During the six months ended November 30, 2013, the Company incurred management fees of $61,930 (2012 - $36,000) and rent of $9,000 (2012 - $Nil) to the President of the Company.
	(b)	During the six months ended November 30, 2013, the Company incurred management fees of $30,965 (2012 - $30,000) to the spouse of the President of the Company.
	(c)	During the six months ended November 30, 2013, the Company incurred research and development fees of $29,065 (2012 - $35,000 management fees) to a director of the Company.
	(d)	As at November 30, 2013, the Company owes a total of $93,107 (May 31, 2013 - $138,526) to the President of the Company and a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.
	(e)	As at November 30, 2013, the Company owes $41,277 (May 31, 2013 - $11,515) to the spouse of the President of the Company which is non-interest bearing, unsecured, and due on demand.
	(f)	As at November 30, 2013, the Company owes $23,383 (May 31, 2013 - $23,383) to an officer and a director of the Company, which is non-interest bearing, unsecured, and due on demand.
6.	Loans Payable
	(a)	As at November 30, 2013, the amount of $59,734 (Cdn$63,300) (May 31, 2013 - $61,053 (Cdn$63,300)) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
	(b)	As at November 30, 2013, the amount of $5,000 (May 31, 2013 - $5,000) is owed to a non-related party, which bears interest at 10% per annum, is unsecured, and due on demand. As at May 31, 2013, the Company has recorded interest of $3,975 (May 31, 2013 - $3,723) which has been included in accounts payable and accrued liabilities.
	(c)	As at November 30, 2013, the amount of $9,625 (Cdn$10,200) (May 31, 2013 – $9,838 (Cdn$10,200)) is owed to a non-related party, which is non-interest bearing, unsecured, and due on demand.
	(d)	As at November 30, 2013, the amount of $17,500 (May 31, 2013 - $17,500) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
	(e)	As at November 30, 2013, the amount of $15,000 (May 31, 2013 - $15,000) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
	(f)	As at November 30, 2013, the amount of $17,831 (Cdn$18,895) (May 31, 2013 – $18,884 (Cdn$18,895)) is owed to a non-related party, which is non-interest bearing, unsecured, and due on demand.
	(g)	As at November 30, 2013, the amounts of $7,500 and $34,916 (Cdn$37,000) (May 31, 2013 - $7,500 and $35,027, (Cdn$37,000)) are owed to a non-related party which are non-interest bearing, unsecured, and due on demand.

F-5

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

6.	Loans Payable (continued)
	(h)	On January 19, 2012, the Company entered into a settlement agreement to settle a $50,000 convertible debenture and $122,535 in accounts payable and accrued interest with the debt holder. Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter. As at November 30, 2013, $47,183 (Cdn$50,000) (May 31, 2013 - $60,281 (Cdn$62,500)) is owed, of which $28,310 (Cdn$30,000) (May 31, 2013 - $31,346 (Cdn$30,000)) is due over the next twelve months.
	(i)	As at November 30, 2013, the amount of $4,490 (May 31, 2013 - $4,490) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
	(j)	In March 2012, the Company received $50,000 for the subscription of 10,000,000 shares of the Company’s common stock. During the year ended May 31, 2013, the Company and the subscriber agreed that the shares would not be issued and that the subscription would be returned. The subscription has been reclassified as a non-interest bearing demand loan until the funds are refunded to the subscriber.
7.	Obligations Under Capital Lease
	On July 31, 2012 and December 21, 2012, the Company entered into two agreements to lease two vehicles for three years each. The vehicle leases are classified as a capital leases. The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of November 30, 2013:

Year ending May 31:	$
2014	5,953
2015	11,904
2016	21,417
Net minimum lease payments	39,274
Less: amount representing interest payments	(6,639	)
Present value of net minimum lease payments	32,635
Less: current portion	(7,902	)
Long-term portion	24,733

	At the end of both leases, the Company has the option to purchase the vehicles for $9,000 each.
8.	Convertible Debentures
	(a)	In October 2008, the Company issued three convertible debentures for total proceeds of $250,000 which bear interest at 10% per annum, are unsecured, and due one year from date of issuance. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option into 625,000 shares of the Company’s common stock at a price of $0.40 per share. The Company also issued 250,000 detachable, non-transferable share purchase warrants. Each share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock for a period of two years from the date of issuance at an exercise price of $0.50 per share.
		In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company determined that the convertible debentures contained no embedded beneficial conversion feature as the convertible debentures were issued with a conversion price higher than the fair market value of the Company’s common shares at the time of issuance.
		In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company allocated the proceeds of issuance between the convertible debt and the detachable share purchase warrants based on their relative fair values. Accordingly, the Company recognized the fair value of the share purchase warrants of $45,930 as additional paid-in capital and an equivalent discount against the convertible debentures. The Company had recorded accretion expense of $45,930, increasing the carrying value of the convertible debentures to $250,000.
		On January 19, 2012, the Company entered into a settlement agreement with one of the debenture holders to settle a $50,000 convertible debenture and $122,535 in accounts payable and accrued interest with the debt holder. Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter.

F-6

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

8. Convertible Debentures (continued)

	On July 18, 2012, the Company entered into a settlement agreement with the $150,000 debenture holder. Pursuant to the settlement agreement, the lender has agreed to extend the due date until April 11, 2013 and the Company paid $43,890 of accrued interest within five days of the agreement, pay the accruing interest on a monthly basis (paid), and pay a $10,000 premium in addition to the $150,000 principal outstanding on April 11, 2013. On April 29, 2013, the Company entered into an amended settlement agreement whereby the lender has agreed to extend the due date to September 15, 2013 and the Company has agreed to pay $6,836 of interest for the period from April 1 to September 15, 2013 upon execution of the agreement (paid) and granted the lender 100,000 stock options exercisable at $0.12 per share for a period of two years.
	On November 15, 2013, the Company entered into a second settlement agreement amendment. Pursuant to the second amendment, on November 15, 2013, the Company would pay interest of $4,438 and commencing February 1, 2014, the Company would make monthly payments of $10,000 on the outstanding principal and interest.
	The Company evaluated the modifications and determined that the creditor did not grant a concession. In addition, as the present value of the amended future cash flows had a difference of less than 10% of the cash flows of the original debt, it was determined that the original and new debt instruments are not substantially different. As a result, the modification was not treated as an extinguishment of the debt and no gain or loss was recognized. The Company recorded the fair value of $12,901 for the stock options as additional paid-in capital and a discount. As at November 30, 2013 the Company had accreted $12,012 of the discount bring the carrying value of the convertible debenture to $159,095.
(b)	During the six months ended November 30, 2013, the Company issued three debentures for total proceeds of $162,000, which bear interest at 10% per annum, are unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option into shares of the Company’s common stock at a price of $0.04 per share at any time after the first anniversary of the notes.

9.	Common Stock
	(a)	As at November 30, 2013, the Company had received proceeds of $17,000 for subscriptions for 100,000 units. Each unit will consist of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.40 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over- the-Counter Bulletin Board at a price at or above $0.60 per share for seven consecutive trading days.
	(b)	As at November 30, 2013, the Company had received proceeds of $4,800 for subscriptions for 40,000 units and $41,000 for subscriptions for 512,500 units. Each unit will consist of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.
	(c)	As at November 30, 2013 the Company’s subsidiary, Mantra Energy Alternatives Ltd., had received subscriptions for 67,000 shares of common stock at Cdn$1.00 per share for proceeds of $66,277 (Cnd$67,000), which is included in common stock subscribed, net of the non-controlling interest portion of $7,231.
	(d)	As at November 30, 2013, the Company’s subsidiary, Climate ESCO Ltd., had received subscriptions for 210,000 shares of common stock at $0.10 per share for proceeds of $21,000, which is included in common stock subscribed, net of the non-controlling interest portion of $7,384.
	(e)	On July 15, 2013, the Company issued 1,871,588 units at $0.08 per unit for proceeds of $149,727, of which $26,000 was included in common stock subscribed as at May 31, 2013. Each unit consisted of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

F-7

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

10.	Share Purchase Warrants
	The following table summarizes the continuity of share purchase warrants:

			Weighted
			average
			exercise
	Number of		price
	warrants		$
Balance, May 31, 2013	9,404,619		0.21
Issued	935,794		0.20
Expired	(2,062,500	)	0.20
Balance, November 30, 2013	8,277,913		0.21

As at November 30, 2013, the following share purchase warrants were outstanding:

	Exercise
Number of	price
warrants	$	Expiry date
1,120,550	0.20	March 9, 2014
2,025,000	0.15	September 11, 2014
100,000	0.15	September 23, 2014
2,925,001	0.20	December 11, 2014
740,568	0.40	March 18, 2015
400,000	0.20	May 10, 2015
31,000	0.40	May 30, 2015
935,794	0.20	July 15, 2015
8,277,913

11.	Stock Options
	On July 1, 2013, the Company granted 300,000 stock options exercisable at $0.20 per share for a period of two years. The Company recorded the fair value of the options of $38,200 as consulting fees.
	The following table summarizes the continuity of the Company’s stock options:

		Weighted	Weighted
		average	average	Aggregate
		exercise	remaining	intrinsic
	Number	price	contractual life	value
	of options	$	(years)	$
Outstanding, May 31, 2013	400,000	0.10
Granted	300,000	0.20
Outstanding and exercisable, November 30, 2013	700,000	0.14	1.4	4,000

Additional information regarding stock options as of November 30, 2013 is as follows:

	Exercise
Number of	price
options	$	Expiry date
100,000	0.06	May 1, 2014
200,000	0.10	May 7, 2015
100,000	0.12	May 6, 2015
300,000	0.20	July 1, 2015
700,000

F-8

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

11.	Stock Options (continued)
	The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions:

	November 30,	November 30,
	2013	2012
Risk-free Interest rate	0.34%	0.27%
Expected life (in years)	2.0	2.00
Expected volatility	169%	179%

	The weighted average fair value of the stock options granted during 2013 was $0.13 per option.
12.	Commitments and Contingencies
	(a)	On September 2, 2009, the Company entered into an agreement with a company to acquire a worldwide, exclusive license for the Mixed Reactant Flow-By Fuel Cell technology. The term of the agreement is for twenty years or the expiry of the last patent licensed under the agreement, whichever is later. The Company agreed to pay the licensor the following license fees:

• an initial license fee of Cdn$10,000 payable in two installments: Cdn$5,000 upon execution of the agreement (paid) and Cdn$5,000 within thirty days of September 2, 2009 (paid);

• a further license fee of Cdn$15,000 (paid) to be paid within ninety days of September 2, 2009; and

• an annual license fee, payable annually on the anniversary of the date of the agreement as follows:

September 1, 2010	Cdn$10,000 (paid)
September 1, 2011	Cdn$20,000 (accrued)
September 1, 2012	Cdn$30,000 (accrued)
September 1, 2013	Cdn$40,000 (accrued)
September 1, 2014 and each successive anniversary	Cdn$50,000

	The Company is to pay the licensor a royalty calculated as 2% of the gross revenue and 15% of any and all consideration directly or indirectly received by the Company from the grant of any sublicense rights. The Company will pay interest at a rate of 1% per month on any amounts past due. In addition, the Company is responsible for the timely payment of all future costs relating to patent expenses and any new or useful art, process, machine, manufacture or composition of matter arising out of any licensor improvements or joint improvements licensed under this agreement and identified by the licensor as potentially patentable. The Company must also invest a minimum of Cdn$250,000 in research and development directly associated with the technology.
(b)	On May 23, 2012, a former employee of the Company delivered a Notice of Application seeking judgment against the Company for approximately $55,000. The hearing of that Application took place on July 31, 2012, at which time the former employee obtained judgment in the approximate amount of $55,000. The Company did not defend the amount of the judgment and the amount is included in accounts payable, but claims a complete set-off on the basis that the former employee retains 1,000,000 shares of common stock of the Company as security for payment of the outstanding consulting fees owed to him. On August 31, 2012, the Company commenced a separate action against the former employee seeking a return of the 1,000,000 shares of common stock and a stay of execution of the judgment. That application is pending and has not yet been heard or determined by the court. The payment of the judgment claim of approximately $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of the Company’s claim for the return of the shares cannot yet be determined.
(c)	On March 13, 2013, the Company entered into an agreement with a consultant who will complete a specified project for approximately $137,000 over a period of approximately 15 weeks. On February 25, 2013, the Company also entered into a premises sublease agreement for Cdn$18,720 for a period of one year until March 1, 2014.

F-9

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
November 30, 2013
(Expressed in U.S. dollars)
(unaudited)

12.	Commitments and Contingencies (continued)
	(d)	On April 1, 2013, the Company entered into an agreement with a consultant who will perform services for Cdn$7,500 a month for a period of one year.
	(e)	On October 10 and October 17, 2013, the Company’s subsidiary entered into two employment agreements. Pursuant to the agreements, the two employees will perform services for a term of one year for base remuneration of $65,000 per annum with an increase to $70,000 per annum. The agreements are subject to receipt of an Industrial Research & Development Fellowship from the Natural Sciences and Engineering Research Council of Canada (“NSERC”) grant. In addition, the Company will grant to each employee 100,000 stock options exercisable at a price of $0.10 per share. These options will be non-transferrable, vest immediately, and expire upon the earlier of 24 months, or upon termination of the employment agreements. The agreements will be immediately terminated if the subsidiary does not receive the NSERC grant.

F-10

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

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Mantra Venture Group Ltd. and our wholly owned subsidiaries Carbon Commodity Corporation, Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc., as well as our majority owned subsidiary Climate ESCO Ltd. and Mantra Energy Alternatives Ltd., unless otherwise indicated.

Business Overview

We were incorporated in Nevada on January 22, 2007. On December 8, 2008 we continued our corporate jurisdiction out of the state of Nevada and into the Province of British Columbia, Canada. Our principal offices are located at #562 – 800 15355 24^th Avenue, Surrey, British Columbia, Canada, V4A 2H9. Our telephone number is (604) 560-1503. Our fiscal year end is May 31.

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.

Our mission is to develop and commercialize alternative energy technologies and services to enable the sustainable consumption, production and management of resources on residential, commercial and industrial scales. We plan to develop or acquire technologies and services which include electrical power system monitoring technology, wind farm electricity generation, online retail of environmental sustainability solutions through a carbon reduction marketplace, and media solutions to promote awareness of corporate actions that support the environment. To carry out our business strategy we intend to acquire or license from third parties technologies that require further development before they can be brought to market. We also intend to develop such technologies ourselves, and we anticipate that to complete commercialization of some technologies we will enter into joint ventures, partnerships, or other strategic relationships with third parties who have expertise that we may require. We also plan to enter into formal relationships with consultants, contractors, retailers and manufacturers who specialize in the areas of environmental sustainability in order to carry out our online retail strategy.

5

We are a development stage company that has only recently begun operations. We have generated only nominal revenues from our intended business activities, and we do not expect to generate significant revenues in the next 12 months. Other than our invention for the electro-reduction of carbon dioxide, we have not yet developed or acquired any commercially exploitable technology. Since our inception, we have incurred operational losses and we have completed several rounds of financing to fund our operations.

We carry on our business through our subsidiaries as follows:

• Mantra Energy Alternatives Ltd., through which we identify, acquire, develop and market technologies related to alternative energy production, greenhouse gas emissions reduction and resource consumption reduction;
• Mantra Media Corp., through which we offer promotional and marketing services to companies in the sustainability sector or those seeking to adopt sustainable practices; and
• Climate ESCO Ltd., majority owned, through which we distribute and install LED lighting solutions.

We also have a number of inactive subsidiaries which we plan to engage in various business activities in the future.

On February 29, 2012, our wholly owned subsidiary, Mantra Energy Alternatives Ltd. (“MEA”), entered into subscription agreements with a number of non-US investors for the sale of up to 3,200,000 shares of MEA at a price of CAD $1.00 per share, for total proceeds of CAD $3,200,000. As of the closing of this financing, our company received total proceeds of $525,000 and holds 6,000,000 shares of MEA out of a total of 710,000 issued and outstanding.

Effective June 19, 2012, our company’s subsidiary, MEA, entered into a service contract with PowerTech Labs Inc., whereby PowerTech would assist Manta Energy in the evaluation and the development of our ERC(electro-reduction of carbon dioxide) system under specific terms and conditions until February 19, 2013. As compensation, PowerTech was paid $171,000 plus the cost of materials as further described in the service contract. The contract with PowerTech expired and has not been renewed. PowerTech engaged in two tasks for MEA: the development of a bench-scale membrane-based carbon dioxide enrichment unit (with the intention of scaling up to a pilot-scale unit), and the experimental operation of MEA’s ERC reactors. A third task, that being the conceptual design of an ERC pilot plant, was discussed but never pursued. The carbon enrichment unit proved successful at the proof-of-concept scale, and the bench-scale version was then designed and built. This unit, too, proved successful in its goal of enriching a dilute (roughly 20%) stream of carbon dioxide to over 80%. A budget was compiled for a pilot-scale unit, but this has not yet been pursued. The operation of the ERC reactors did not yield any significant breakthroughs in MEA’s understanding of their operation.

On October 28, 2008, we entered into a convertible debenture with StichtingAdministratiekantoor Carlos Bijl for a principal amount of $150,000 and an annual interest rate of 10%. Bijl started an action in the Supreme Court of British Columbia for non-payment of the convertible debenture.

On July 18, 2012, we entered into a settlement agreement with Bijl dated July 16, 2012, pursuant to which:

• the due date of the convertible debenture would be extended to April 11, 2013. On May 6, 2013, we entered into an agreement dated April 29, 2013 with Bijl to amend the settlement agreement, as more particularly described below:
• within 5 business days we pay $43,890.41 representing net interest to and including September 30, 2012, less $15,000 we forwarded to Bijl on February 16, 2012. Our company has made monthly interest payments to February 1, 2014.
• commencing on October 31, 2012 we will pay accrued monthly interest at 10% per annual until April 11, 2013 (Paid);
• we were to pay a $10,000 premium on the $150,000 principal of the convertible debenture when we satisfy it on April 11, 2013. On May 6, 2013, we amended the settlement agreement with Bijl, as more particularly described below.

6

On May 6, 2013, we entered into an agreement dated April 29, 2013 with Bijl to amend the settlement agreement, pursuant to which:

• the due date of the convertible debenture would be extended from April 11, 2013 to September 15, 2013;
• upon execution of the amendment to the settlement agreement, we paid USD$6,836 in full satisfaction of future interest payable on the convertible debenture from April 1, 2013 to September 15, 2015; and
• we granted to Bijl options to purchase up to 100,000 common shares of our company, exercisable for a period of 24 months from the time of grant and at the exercise price of USD$0.12 per common share.

On November 15, 2013, we entered into a second settlement agreement amendment with Bijl, pursuant to which we will pay interest of $4,438 and commencing February 1, 2014, we will make monthly payments of $10,000 on the outstanding principal and interest.

On July 31, 2012, our subsidiary, MEA, entered into a master services agreement with Tekion (Canada), Inc. MEA’s ERC technology converts carbon dioxide (CO₂) in stack gases to a formate salt which can then be further processed into formic acid or used to operate a fuel cell to generate power. MEA engaged Powertech Labs to do further engineering on the system. In order to get this technology to commercialization, Tekion proposed a program that ran parallel to the Powertech program to help Mantra with some of the critical issues regarding this process. The program has now been completed.

Also on July 31, 2012, MEA entered into a statement of work with Tekion setting out the work summary, deliverables, budgets and timelines in several stages, which have now all been completed. MEA provided an upfront payment to Tekion of $50,000 on the signing of the statement of work.

On January 8, 2013, our company entered into an employment agreement with our officer and director, Larry Kristof, whereby Larry Kristof has agreed to provide services as chief executive officer of our company for a period of two years. As compensation, pursuant to the terms of the employment agreement, Larry Kristof will receive an annual salary of $60,000, payable in equal monthly installments. The employment agreement may be terminated by Larry Kristof, for any reason, by providing at least three month’s advance written notice to our company.

Also on January 8, 2013, our company’s subsidiary, MEA, entered into an employment agreement with Larry Kristof, whereby Larry Kristof has agreed to provide services as chief executive officer of MEA for a period of two years. As compensation, pursuant to the terms of the employment agreement, Larry Kristof will receive an annual salary of $60,000, payable in equal monthly installments. The employment agreement may be terminated by Larry Kristof, for any reason, by providing at least three month’s advance written notice to our company.

On March 13, 2013, we entered into a letter of engagement with BC Research Inc. pursuant to which we engaged BC Research to design and engineer a proposed demonstration unit of our company’s ERC technology. The scope of work will include determining power requirements for the planned ERC unit, and producing an equipment list, a functional description of equipment and specification, electrical drawings, a drawing package for potential suppliers, and a simplified 3D model of the system. The objective of the engagement is to determine the fabrication and operating costs of the demonstration unit to within a 25% variance. It is estimated that completion of the planned work will be achieved within 15 weeks from the date of our company’s purchase order and payment of a CDN$30,000 retainer. Our company will compensate BC Research based on its customary hourly rates. The total estimated cost of the work plan is CDN$137,000 (approximately USD$134,000). BC Research completed this project and our company retains all intellectual property resulting from the services performed.

Concurrently with the engagement of B.C. Research, our company, through our subsidiary,MEA, has entered into a sublease agreement with B.C. Research, dated as at February 25, 2013, for the sublease of a workshop and office space of approximately 600 square feet located in Burnaby, British Columbia. The term of the sublease will continue until March 1, 2014 at a cost of CDN$18,720 (approximately USD$18,322) payable in monthly installments of CDN$1,560.

7

On May 7, 2013, we entered into a director agreement with Patrick Dodd. As compensation, under the director agreement, our company granted stock options to Mr. Dodd to purchase up to 200,000 shares of our common stock at a price of $0.10 per share. The stock options shall terminate for exercise the earlier of May 7, 2015 or 180 calendar days after resignation of Mr. Dodd as director, in which case, 100,000 stock options shall remain available to Mr. Dodd at an exercise price of US$0.10 until November 7, 2015.

Collaboration with Alstom (Switzerland) Ltd.

On June 24, 2013, through our majority owned subsidiary,MEA our company entered into an agreement with Alstom (Switzerland) Ltd. concerning the joint research and development projects relating to (1) a pilot plant for the conversion of carbon dioxide to formate at a Lafarge cement plant (the “Lafarge pilot project”); and (2) the development of processes for the conversion of carbon dioxide to other valuable chemicals.

Pursuant to the agreement with Alstom, MEA and Alstom will co-operate in one or more research and development projects related to MEA’s ERC technology. Prospective projects will be associated with the development of technologies and processes for the conversion of CO₂ to chemical products and the investigation of the feasibility of scale-up and commercialization of these processes. Prior to undertaking any research and development project under the agreement, MEA and Alstom will mutually agree to special terms and conditions governing the purpose, aims and objectives of any such project, including technical descriptions, the designation of work phases and project managers, and the allocation of responsibilities and costs between the parties. The commencement of any work phase for any project will be at the sole discretion of Alstom.

Intellectual Property Management

MEA and Alstom also will establish an intellectual property committee to oversee and manage all intellectual property issues and activities resulting from the agreement, including the protection of any new intellectual property. Each party will have exclusive right and discretion to prosecute all patents and patent applications resulting from its work on any project. The parties will jointly prosecute any intellectual property in jointly-owned results. Alstom will have the additional option under the agreement to acquire an exclusive license to intellectual property created by MEA under the agreement, and to a license to MEA’s ERC technology as may be reasonably required to exploit intellectual property assumed by Alstom. The agreement does not affect ownership of any underlying intellectual property of either party.

Lafarge Pilot Project and Carbon Dioxide to Alternative Products

The agreement with Alstom will remain valid for 5 years or the completion of the last active project, whichever last occurs, and may be extended at any time by the written agreement of both parties. The first joint research and development project under the agreement is the Lafarge pilot project, which plans for the design, construction, and installation of a pilot plant for the conversion of 100 kg/day carbon dioxide to formate, followed by a commercialization scale-up study. Alstom’s contribution to the Lafarge pilot plant project will be approximately $250,000 CAD for in-kind services. A second integrated research and development project will study carbon dioxide conversion to alternative chemical products by electrochemical reduction, with a focus on catalyst materials and lifetime. Alstom’s contribution to the alternative products project will be approximately $190,375 CAD for Phase 1. For Phases 2 through 4 Alstom’s planed, but not committed, contribution is estimated at $456.125 CAD and the final amount of Phase 5 will be determined. Mantra and Alstom are actively seeking external funding to support the execution of the projects.

On July 1, 2013, we entered into a consulting agreement with BC0798465 Ltd., whereby BC0798465 Ltd. agreed to provide Mr. Colin Oloman for consulting services to our scientific advisory board for an indefinite term. In consideration for such consulting services, we have agreed to compensate BC0798465 Ltd. for Mr. Oloman’s services at CAD$150 per hour and 300,000 options to acquire 300,000 common shares of our capital stock, previously registered on a Form S-8 registration statement, filed with the United States Securities and Exchange Commission on November 24, 2009, at a purchase price of $0.20 per share for a period of two years.

8

On October 10 and October 17, 2013, our company’s subsidiary, MEA, entered into employment agreements with Amin Aziznia and Sona Kazemi, whereby Mr. Aziznia and Mrs. Kazemi have each agreed to perform services as a senior process engineers of MEA for a term of one year. As compensation for services rendered, Mr. Aziznia and Mrs. Kazemi shall each receive base gross remuneration of $65,000 per annum with an increase to $70,000 per annum subject to receipt by MEA of an Industrial Research and Development Fellowship from the Natural Sciences and Engineering Research Council of Canada (the “NSERC IRDF Grant”). The compensation is payable in twelve equal monthly installments. In addition, we will grant to each of Mr. Aziznia and Ms. Kasemi, 100,000 stock options to acquire up to 100,000 common shares of our company at a purchase price of $0.10 per share. These options are non-transferrable, vest immediately and expire upon the earlier of 24 months, or upon termination of the employment agreements. The agreements will be immediately terminated if MEA does not receive the NSERC IRDF Grant.

Electro Reduction of Carbon Dioxide (“ERC”)

On November 2, 2007, through our subsidiary, MEA, we entered into a technology assignment agreement with 0798465 BC Ltd. whereby we acquired 100% ownership in and to a certain chemical process for the electro-reduction of carbon dioxide as embodied by and described in the following patent cooperation treaty application:

Country	Application Number	File Date	Status
Patent Cooperation Treaty (PCT)	W02207	10/13/2006	PCT

As of the date of this quarterly report, we have been awarded the following patents:

Country	Patent Number	Patent Date	Name of Patent
India	251493	March 20, 2012	“An Electrochemical Process for Reducing of Carbon Dioxide”
China	ZL 2006 8 0037810.8	May 8, 2013	“Continuous Co- Current Electrochemical Reduction of Carbon Dioxide”

The reactor at the core of the chemical process, referred to as the electrochemical reduction of carbon dioxide (CO₂), or ERC, has been proven functional through small scale prototype trials. ERC offers a possible solution to reduce the impact of CO₂ on Earth’s environment by converting CO₂ into chemicals with a broad range of commercial applications, including a fuel for a next generation of fuel cells. Powered by electricity, the ERC process combines captured carbon dioxide with water to produce materials, such as formic acid, formate salts, oxalic acid and methanol, that are conventionally obtained from the thermo-chemical processing of fossil fuels. However, while thermo-chemical reactions must be driven at relatively high temperatures that are normally obtained by burning fossil fuels, ERC operates at near ambient conditions and is driven by electric energy that can be taken from an electric power grid supplied by hydro, wind, solar or nuclear energy.

In fuel cells liquid fuels are indirectly burned with air to form carbon dioxide and water, while generating electricity. This process is known as electrochemical combustion or electro-oxidation. The complementary nature of ERC and electro-oxidation makes it possible to use ERC in a regenerative fuel cell cycle, where carbon dioxide is converted to a fuel that is consumed in a fuel cell to regenerate carbon dioxide. As shown in the figure, the net energy input required in this cycle could be supplied from a renewable or non-fossil fuel source.

9

ERC has been shown to produce a range of compounds, including formic acid, formate salts, oxalic acid, and methanol. The efficiency for generation of each compound depends on the experimental conditions, most importantly the material of the cathode, which catalyzes the electrochemical reactions.

Until appropriate cathodes are found some products of CO₂ reduction (methanol, for instance) are obtained at efficiencies too low for practical use. Other products can be generated on known cathodes with high current yields that could support valuable practical processes. For example, formic acid has been obtained on tin cathodes with current yields above 80%. Formate salts and sodium bicarbonate are obtained at similarly high yields.

ERC Development to Date

We have retained one of the creators of the technology, Professor Colin Oloman, as a member of our scientific advisory board, to further develop the carbon dioxide reduction process to achieve optimal results on a consistent basis. On June 1, 2008, we entered into a technology development and support agreement with Kemetco Research Inc., an integrated science, technology and innovation company. Pursuant to that agreement, we have established a research and development facility for the ERC in Vancouver, British Columbia, staffed by a dedicated research team provided by Kemetco.

10

In October of 2008, we completed our first ERC prototype reactor capable of processing 1 kilogram of CO₂ per day.In order to facilitate the testing and development of this reactor, we entered into an agreement with Kemetco on January 29, 2010. The agreement was intended to govern the development and testing of our prototype reactor for a period of 10 months and contemplated costs of approximately $250,000 including labor and materials purchases. On March 18, 2010 we entered into another agreement with Kemetco which amended and replaced the January 29, 2010 agreement. Under the terms of the latest agreement, we have agreed to proceed with the testing and development of our ERC prototype reactor for a period of 5 months at an estimated cost of approximately $125,000.

Pictured Above, Design for Bench Scale ERC Reactor

We anticipate that commercialization of ERC will require us to develop reactors capable of processing not less than 100 tons of CO₂ per day; however, there is no guarantee that we will successfully produce reactors of that size.Production of commercially viable ERC reactors will depend on continued research and development, successful testing of small scale ERC reactors, and securing of additional financing. At the conclusion of our current agreement and development program with Kemetco, an assessment will be made of the project’s progress and the next phase to be conducted.

Established and Emerging Market for ERC and By-Products:

The technology behind ERC can be applied to any scale commercial venture which outputs CO₂ into the atmosphere. We anticipate that, once fully commercialized, we will be able to offer ERC as a CO₂ management system to various industry including steel, power generation and lumber.

11

The existing applications of ERC by-products include use as feedstock preservatives, de-icing solutions, and baking soda, among others. Sodium formate and formic acid, two of the main by-products of ERC, currently have an average market value of $1,200/ton, with more than 600,000 tons of formic acid produced annually (Li, 2006). Their applications are diverse, including feedstock preservatives, de-icing solutions, cleaning solutions and baking soda to name a few. The market for formic acid has experienced continual growth and demand over the past several years, mainly attributed to the following: European and developing country demand for formic acid in silage, rising raw materials, energy and logistics costs; and animal feed preservative and Asian demand for formic acid in leather, rubber, food and pharmaceutical industries. The average market price of formic acid is expected to increase by as much as 20% in 2012 (Dunia Frontier Consultants, 2008).

However, if the ERC process reaches market acceptance as a way to deal with CO₂ emissions from industryfacilities, it will likely lead to supply of formic acid in excess of current market demand. We have identified several potential future applications for formic acid, which may lead to an expansion in current market demand. The application we have identified and are currently focusing on is steel pickling.

Steel Pickling

Steel pickling is part of the finishing process in the production of certain steel products in which oxide and scale are removed from the surface of strip steel, steel wire, and other forms of steel, by dissolution in acid. A solution of either hydrochloric acid (HC_l) or sulfuric acid is generally used to treat carbon steel products, while a combination of hydrofluoric and nitric acids is often used for stainless steel. Approximately one quarter of the HC_l produced in the U.S. is used for pickling steel (American Chemistry, 2003), consuming an estimated 5Mt/year. As an organic acid, formic acid would be a very attractive replacement for HC_l in the steel pickling process. Formic acid has manypotential advantages over HClin this application, including: less iron lost from the steel surface, improvement in final surface quality, and the elimination of corrosion inhibiting and neutralizing rinse processes to prevent rust development. In addition, formic acid is both bio-degradable and reusable which would allow water used in the picking process to be recycled more easily.

Results of Operations for the Three Month Periods Ended November 30, 2013 and November 30, 2012.

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the quarter ended November 30, 2013 which are included herein.

Revenues

Our operating results for three month periods ended November 30, 2013 and November 30, 2012 are summarized as follows:

								Difference Between
								Three Month Period
								Ended
		Three Months			Three Months			November 30, 2013
		Ended			Ended			and
		November 30, 2013			November 30, 2012			November 30, 2012
		($)			($)			($)
Revenue	$	148,404		$	Nil		$	148,404
Cost of goods sold	$	Nil		$	Nil		$	Nil
Operating expenses	$	367,070		$	572,958		$	(205,888	)
Other expense	$	16,373		$	12,081		$	4,292
Net Loss	$	(235,039	)	$	(585,039	)	$	(180,000	)

12

We have had limited operational history since our inception on January 22, 2007. From our inception on January 22, 2007 to November 30, 2013 we have generated $187,216 in revenues. For the three months ended November 30, 2013 we generated $148,404 in revenues compared to revenues of $Nil generated during the same period in 2012.

Expenses

Our operating expenses for the three month periods ended November 30, 2013 and November 30, 2012 are summarized as follows:

		Three Months Ended
		November 30,			November 30,
		2013			2012
		($)			($)
Business development	$	8,662		$	3,550
Consulting and advisory	$	56,244		$	29,424
Depreciation and amortization	$	5,134		$	7,502
Foreign exchange loss (gain)	$	(4,119	)	$	1,922
General and administrative	$	15,417		$	8,703
License fees	$	40,000		$	29,442
Management fees	$	46,427		$	104,310
Professional fees	$	50,149		$	55,299
Public listing costs	$	6,046		$	9,142
Rent	$	13,270		$	4,500
Research and development	$	55,931		$	279,031
Shareholder communications and awareness	$	7,142		$	Nil
Supplies	$	20,081		$	Nil
Travel and promotion	$	32,450		$	40,133
Wages and benefits	$	14,236		$	Nil

For the three months ended November 30, 2013, we incurred total operating expenses of $367,070 compared to total operating expenses for the three months ended November 30, 2012 of $572,958. The $205,888 decrease in operating expense during 2013 is primarily due to decreases in depreciation and amortization, management fees, professional fees, public listing costs research and development and travel and promotion, offset by a foreign exchange gain.

Net Loss

Since our inception on January 22, 2007 to November 30, 2013, we have incurred a net loss of $8,719,151. For the three months ended November 30, 2013 we have incurred a net loss of $235,039 compared to a net loss of $585,039 for the same period in 2012.

Results of Operations for the Six Month Periods Ended November 30, 2013 and November 30, 2012.

Revenues

Our operating results for six month periods ended November 30, 2013 and November 30, 2012 are summarized as follows:

13

								Difference Between
								Six Month Period
								Ended
		Six Months			Six Months			November 30, 2013
		Ended			Ended			and
		November 30, 2013			November 30, 2012			November 30, 2012
		($)			($)			($)
Revenue	$	148,404		$	3,027		$	145,377
Cost of goods sold	$	Nil		$	2,500		$	(2,500	)
Operating expenses	$	605,364		$	922,789		$	(317,425	)
Other expense	$	38,895		$	20,897		$	17,998
Net Loss	$	(495,855	)	$	(943,159	)	$	(447,304	)

For the six months ended November 30, 2013 we generated $148,404 in revenues compared to revenues of $3,027 generated during the same period in 2012.

From January 22, 2007 (inception) to November 30, 2013, we have an accumulated deficit of $8,719,151. We anticipate that we will incur substantial losses over the next year and our ability to generate additional revenues in the next 12 months remains uncertain.

Expenses

Our operating expenses for the six month periods ended November 30, 2013 and November 30, 2012 are summarized as follows:

		Six Months Ended
		November 30,			November 30,
		2013			2012
		($)			($)
Business development	$	8,662		$	10,215
Consulting and advisory	$	96,944		$	51,535
Depreciation and amortization	$	12,658		$	13,327
Foreign exchange loss (gain)	$	(17,819	)	$	18,767
General and administrative	$	24,941		$	20,981
License fees	$	40,000		$	29,442
Management fees	$	92,948		$	182,310
Professional fees	$	80,786		$	93,901
Public listing costs	$	7,115		$	12,622
Rent	$	23,919		$	9,000
Research and development	$	142,603		$	368,818
Shareholder communications and awareness	$	7,382		$	34,719
Supplies	$	20,081		$	Nil
Travel and promotion	$	50,908		$	77,152
Wages and benefits	$	14,236		$	Nil

For the six months ended November 30, 2013, we incurred total operating expenses of $605,364 compared to total operating expenses for the six months ended November 30, 2012 of $922,789. The $317,425 decrease in operating expense during 2013 is primarily due to decreases in business development depreciation and amortization, management fees, professional fees, public listing costs, research and development, shareholder communications and awareness and travel and promotion, offset by a foreign exchange gain.

Net Loss

For the six months ended November 30, 2013 we have incurred a net loss of $495,855 compared to a net loss of $943,159 for the same period in 2012.

14

Liquidity and Capital Resources

Working Capital

		At			At
		November 30,			May 31,
		2013			2013
Current Assets	$	122,010		$	79,823
Current Liabilities	$	1,379,462		$	1,206,379
Working Capital Deficit	$	(1,257,452	)	$	(1,126,556	)

Cash Flows

								January 22,
		Six Months			Six Months			2007
		Ended			Ended			(Inception) to
		November 30,			November 30,			November 30,
		2013			2012			2013
Net Cash (Used In)Provided by Operating Activities	$	(342,267	)	$	(930,733	)	$	(588,466	)
Net Cash (Used In)Provided by Investing Activities	$	(1,481	)	$	(8,406	)	$	(6,925	)
Net Cash (Used In)Provided by Financing Activities	$	318,361		$	922,208		$	(603,847	)
Change In Cash	$	(25,387	)	$	(16,931	)	$	8,456

As of November 30, 2013, we had $Nil cash in our bank accounts and a working capital deficit of $1,257,452. As of November 30, 2013 we had total assets of $209,382 and total liabilities of $1,585,068.

From January 22, 2007 (date of inception) to November, 2013, we raised net proceeds of $5,212,930 in cash from the issuance of common stock and share subscriptions received, $201,571 from loans payable had a bank overdraft of $2,496 and $412,000 from proceeds from the issuance of convertible debentures, offset by repayment of loans payable of $67,145 and repayment of capital lease obligations of $11,558 for a total of $5,750,294 of cash provided by financing activities for the period.

We received net cash of $318,361 from financing activities for the six months ended November 30, 2013 compared to $922,208 for the same period in 2012. During the period in 2013 we raised $169,527 in cash from the issuance of our common stock and share subscriptions received, and $162,000 from proceeds from the issuance of convertible debentures and had a bank overdraft of $2,496, offset by repayment of capital lease obligations of $3,637 and repayment of loans payable of $12,025 for a total of $318,361 of cash provided by financing activities for the period.

In the comparable period during 2012, we raised cash of $941,001 exclusively from the issuance of our common stock and share subscriptions received offset by repayment of capital lease obligations of $1,223 and repayment of loans payable of $17,570.

We used net cash of $342,267 in operating activities for the six months ended November 30, 2013 compared to $930,733 for the same period in 2012. We used net cash of $5,507,330 in operating activities for the period from January 22, 2007 (date of inception) to November 30, 2013.

We used cash of $1,481 in investing activities for the six months ended November 30, 2013 compared to $8,406 cash used by investing activities for the same period in 2012.

During the six months ended November 30, 2013 we had a net decrease of $25,387 in our cash position compared to a net decrease of $16,931 for the same period in 2012. Our monthly cash requirements for the six month period ended November 30, 2013 was approximately $57,044 compared to $155,122 for the same period in 2012. At our current cash position and if this cash requirement continues, we do not have sufficient cash to cover our expenses for one month.

15

We expect that our total expenses will increase over the next year as we increase our business operations. We have not been able to reach the break-even point since our inception and have had to rely on outside capital resources. We do not anticipate making significant revenues for the next year. Over the next 12 months, we plan to primarily concentrate on commercializing our ERC technology and associated projects.

Description	Estimated expenses ($)
Research and Development	2,200,000
Consulting Fees	250,000
Commercialization of ERC	1,300,000
Shareholder communication and awareness	200,000
Professional Fees	300,000
Wages and Benefits	200,000
Management Fees	150,000
Total	4,600,000

In order to fully carry out our business plan, we need additional financing of approximately $4,600,000 for the next 12 months. In order to improve our liquidity, we intend to pursue additional equity financing from private placement sales of our equity securities or shareholders’ loans. We do not presently have sufficient financing to undertake our planned business activities. Issuances of additional shares will result in dilution to our existing shareholders.

We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

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.

Inflation

The effect of inflation on our revenue and operating results has not been significant.

Critical Accounting Policies

Our consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

16

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Stock-based Compensation

Our company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Our company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by our company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period.

Technology Development Revenue

Our company performs research and development services. Our company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered reasonably assured and can be reasonably estimated. Revenue is based on direct labor hours expended at contract billing rates plus other billable direct costs.

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.           Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Controls

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17

PART II – OTHER INFORMATION

Item 1.           Legal Proceedings

On May 23, 2012, a former employee of our company delivered a Notice of Application seeking against our company for approximately $55,000. The hearing of that Application took place on July 31, 2012, at which time the former employee obtained judgment in the approximate amount of $55,000. Our company did not defend the amount of the judgment and the amount is included in accounts payable, but claims a complete set-off on the basis that the former employee retains 1,000,000 shares of common stock of our company as security for payment of the outstanding consulting fees owed to him.

On August 31, 2012, our company commenced a separate action against the former employee seeking a return of the 1,000,000 shares of common stock and a stay of execution of the judgment. That application is pending and has not yet been heard or determined by the court. The payment of the judgment claim of approximately $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of our company’s claim for the return of the shares cannot yet be determined.

Item 1A.          Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

None.

Item 3.           Defaults Upon Senior Securities

None.

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

18

Item 6.           Exhibits

Exhibit	Exhibit Description
Number

(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1	Plan of Conversion of Mantra Venture Group Ltd. from a Nevada Corporation into a British Columbia Corporation dated October 29, 2008. (incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 4, 2008)
(3)	Articles of Incorporation, Bylaws
3.1	Articles of Conversion of Mantra Venture Group Ltd. dated October 28, 2008 (incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 4, 2008)
3.2	British Columbia Table 1 Articles adopted on December 4, 2008 (incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 12, 2008)
3.3	British Columbia Notice of Articles (incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 12, 2008)
(10)	Material Contracts
10.1	Revolving Line of Credit Agreement with Larry Kristof dated October 15, 2008 (incorporated by reference to our Quarterly Report on Form 10-Q filed on January 14, 2009)
10.2	2009 Stock Compensation Plan and 2009 Stock Option Plan (incorporated by reference to our Registration Statement on Form S-8 filed on November 24, 2009)
10.3	Subscription Agreement with Mantra Energy Alternatives Ltd. dated February 29, 2012 (incorporated by reference to our Current Report on Form 8-K filed on March 9, 2012)
10.4	Service Contract with Powertech Labs Inc. dated June 19, 2012 (incorporated by reference to our Current Report on Form 8-K filed on June 25, 2012)
10.5	Settlement Agreement with StichtingAdministratiekantoor Carlos Bijl dated July 16, 2012 (incorporated by reference to our Current Report on Form 8-K filed on July 23, 2012)
10.6	Master Services Agreement between our subsidiary, Mantra Energy Alternatives Ltd., and Tekion (Canada), Inc. dated July 31, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 30, 2012)
10.7	Statement of Work between our subsidiary, Mantra Energy Alternatives Ltd. and Tekion (Canada), Inc. dated July 31, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 30, 2012)
10.8	Employment Agreement between our company and Larry Kristof dated January 8, 2013 (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013)
10.9	Employment Agreement between our subsidiary, Mantra Energy Alternatives Ltd. and Larry Kristof dated January 8, 2013 (incorporated by reference to our Current Report on Form 8-K filed on January 14, 2013)
10.10	Sublease Agreement with BC Research Inc. dated February 25, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March18, 2013)
10.11	Letter of Engagement with BC Research Inc. dated March 13, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March18, 2013)
10.12	Amendment to Settlement Agreement with StichtingAdministratiekantoor Carlos Bijl dated April 29, 2013 (incorporated by reference to our Current Report on Form 8-K filed on May 22, 2013)
10.13	Director Agreement with Patrick Dodd dated May 7, 2013 (incorporated by reference to our Current Report on Form 8-K filed on May 10, 2013)
10.13	Framework Agreement between Mantra Energy Alternatives Ltd. and Alstrom (Switzerland) Ltd. (incorporated by reference to our Current Report on Form 8-K filed on September 10, 2013)
10.14	Consulting Agreement with BC0798465 BC Ltd. dated July 1, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 12, 2013)

 19

Exhibit	Exhibit Description
Number

(14)	Code of Ethics
14.1	Code of Ethics and Business Conduct (incorporated by reference to our Registration Statement on Form S- 1 filed on February 26, 2008)
(21)	List of Subsidiaries
21.1	Carbon Commodity Corporation Climate ESCO Ltd.
	Mantra Energy Alternatives Ltd. Mantra China Inc.
	Mantra China Limited Mantra Media Corp. Mantra NextGen Power Inc. Mantra Wind Inc.
(31)	(i) Rule 13a-14(a)/ 15d-14(a) Certifications (ii) Rule 13a-14(d)/ 15d-14(d) Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(99)	Additional Exhibits
99.1	Audit Committee Charter adopted April 20, 2010 (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on September 14, 2010)
(101)**	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

*

Filed herewith.

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

20

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)
Date:February 19, 2014	/s/ Larry Kristof
	Larry Kristof
	President, Chief Executive Officer, Chief Financial
	Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

21

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Larry Kristof, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Mantra Venture Group Ltd.;
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;
4.	The registrant's other certifying officer(s) and I are 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 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our 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
(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.

Date: February 19, 2014

/s/ Larry Kristof                                                               
Larry Kristof
President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Larry Kristof, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q/A of Mantra Venture Group Ltd. for the period ended November 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mantra Venture Group Ltd.

Dated: February 19, 2014

/s/ Larry Kristof                                                                         
Larry Kristof
President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
Mantra Venture Group Ltd.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Mantra Venture Group Ltd. and will be retained by Mantra Venture Group Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	6 Months Ended
	Nov. 30, 2013
Stock Options Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 1	0.34%
Stock Options Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 2	0.27%
Stock Options Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 3	2
Stock Options Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 4	2.00
Stock Options Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 5	169.00%
Stock Options Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 6	179.00%

XML

Schedule of Property, Plant and Equipment (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Property And Equipment Schedule Of Property, Plant And Equipment 1	$ 5,341
Property And Equipment Schedule Of Property, Plant And Equipment 2	1,630
Property And Equipment Schedule Of Property, Plant And Equipment 3	3,711
Property And Equipment Schedule Of Property, Plant And Equipment 4	3,080
Property And Equipment Schedule Of Property, Plant And Equipment 5	61,971
Property And Equipment Schedule Of Property, Plant And Equipment 6	54,855
Property And Equipment Schedule Of Property, Plant And Equipment 7	7,116
Property And Equipment Schedule Of Property, Plant And Equipment 8	10,533
Property And Equipment Schedule Of Property, Plant And Equipment 9	68,340
Property And Equipment Schedule Of Property, Plant And Equipment 10	19,573
Property And Equipment Schedule Of Property, Plant And Equipment 11	48,767
Property And Equipment Schedule Of Property, Plant And Equipment 12	57,158
Property And Equipment Schedule Of Property, Plant And Equipment 13	135,652
Property And Equipment Schedule Of Property, Plant And Equipment 14	76,058
Property And Equipment Schedule Of Property, Plant And Equipment 15	59,594
Property And Equipment Schedule Of Property, Plant And Equipment 16	$ 70,771

XML

Significant Accounting Policies (Narrative) (Details)	6 Months Ended
	Nov. 30, 2013
Significant Accounting Policies 1	64.84%
Significant Accounting Policies 2	89.09%

XML

Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 1	$ 400,000
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 2	0.10
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 3	300,000
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 4	0.20
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 5	700,000
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 6	0.14
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 7	1.4
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 8	$ 4,000

XML

Property and Equipment

6 Months Ended

Nov. 30, 2013

Property and Equipment [Text Block]

4. Property and Equipment

			November 30,	May 31,
			2013	2013
		Accumulated	Net carrying	Net carrying
	Cost	depreciation	value	value
	$	$	$	$
Computer	5,341	1,630	3,711	3,080
Research equipment	61,971	54,855	7,116	10,533
Vehicles under capital lease	68,340	19,573	48,767	57,158
	135,652	76,058	59,594	70,771

XML

Convertible Debentures (Narrative) (Details)	6 Months Ended
	Nov. 30, 2013 USD ($) M	Nov. 30, 2013 CAD
Convertible Debentures 1	$ 250,000
Convertible Debentures 2	10.00%	10.00%
Convertible Debentures 3	625,000	625,000
Convertible Debentures 4	$ 0.40
Convertible Debentures 5	250,000	250,000
Convertible Debentures 6	$ 0.50
Convertible Debentures 7	45,930
Convertible Debentures 8	45,930
Convertible Debentures 9	250,000
Convertible Debentures 10	50,000
Convertible Debentures 11	122,535
Convertible Debentures 12		100,000
Convertible Debentures 13	2,500	2,500
Convertible Debentures 14	40	40
Convertible Debentures 15	150,000
Convertible Debentures 16	43,890
Convertible Debentures 17	10,000
Convertible Debentures 18	150,000
Convertible Debentures 19	6,836
Convertible Debentures 20	100,000	100,000
Convertible Debentures 21	$ 0.12
Convertible Debentures 22	4,438
Convertible Debentures 23	10,000
Convertible Debentures 24	10.00%	10.00%
Convertible Debentures 25	12,901
Convertible Debentures 26	12,012
Convertible Debentures 27	159,095
Convertible Debentures 28	$ 162,000
Convertible Debentures 29	10.00%	10.00%
Convertible Debentures 30	$ 0.04

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Obligations Under Capital Lease (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Obligations Under Capital Lease 1	$ 9,000

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Common Stock (Narrative) (Details)	6 Months Ended
	Nov. 30, 2013 USD ($)	Nov. 30, 2013 CAD
Common Stock 1	$ 17,000
Common Stock 2	100,000	100,000
Common Stock 3	0.40
Common Stock 4	$ 0.60
Common Stock 5	4,800
Common Stock 6	40,000	40,000
Common Stock 7	41,000
Common Stock 8	512,500	512,500
Common Stock 9	0.20
Common Stock 10	$ 0.40
Common Stock 11	67,000	67,000
Common Stock 12		1.00
Common Stock 13	66,277
Common Stock 14	67,000
Common Stock 15	7,231
Common Stock 16	210,000	210,000
Common Stock 17	$ 0.10
Common Stock 18	21,000
Common Stock 19	7,384
Common Stock 20	1,871,588	1,871,588
Common Stock 21	$ 0.08
Common Stock 22	149,727
Common Stock 23	26,000
Common Stock 24	$ 0.20
Common Stock 25	$ 0.40

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Stock Options (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Stock Options 1	300,000
Stock Options 2	$ 0.20
Stock Options 3	$ 38,200
Stock Options 4	$ 0.13

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Restricted Cash

6 Months Ended

Nov. 30, 2013

Restricted Cash [Text Block]

3.	Restricted Cash
	Restricted cash represents cash pledged as security for the Company’s credit cards.

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Commitments and Contingencies (Narrative) (Details)	6 Months Ended
	Nov. 30, 2013 USD ($) M	Nov. 30, 2013 CAD
Commitments And Contingencies 1		10,000
Commitments And Contingencies 2		5,000
Commitments And Contingencies 3		5,000
Commitments And Contingencies 4		15,000
Commitments And Contingencies 5	2.00%	2.00%
Commitments And Contingencies 6	15.00%	15.00%
Commitments And Contingencies 7	1.00%	1.00%
Commitments And Contingencies 8		250,000
Commitments And Contingencies 9	55,000
Commitments And Contingencies 10	55,000
Commitments And Contingencies 11	1,000,000	1,000,000
Commitments And Contingencies 12	1,000,000	1,000,000
Commitments And Contingencies 13	55,000
Commitments And Contingencies 14	1,000,000	1,000,000
Commitments And Contingencies 15	137,000
Commitments And Contingencies 16	15	15
Commitments And Contingencies 17		18,720
Commitments And Contingencies 18		7,500
Commitments And Contingencies 19	65,000
Commitments And Contingencies 20	$ 70,000
Commitments And Contingencies 21	100,000	100,000
Commitments And Contingencies 22	$ 0.10
Commitments And Contingencies 23	24	24

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Long-term Purchase Commitment (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Commitments And Contingencies Long-term Purchase Commitment 1	$ 10,000
Commitments And Contingencies Long-term Purchase Commitment 2	20,000
Commitments And Contingencies Long-term Purchase Commitment 3	30,000
Commitments And Contingencies Long-term Purchase Commitment 4	40,000
Commitments And Contingencies Long-term Purchase Commitment 5	$ 50,000

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Consolidated balance sheets (USD $)	Nov. 30, 2013	May 31, 2013
Current assets
Cash	$ 0	$ 25,387
Amounts receivable	64,965	19,915
Prepaid expenses and deposits	57,045	34,521
Total current assets	122,010	79,823
Restricted cash	27,778	28,750
Property and equipment	59,594	70,771
Total assets	209,382	179,344
Current liabilities
Checks written in excess of funds on deposit	2,496	0
Accounts payable and accrued liabilities	752,296	571,805
Due to related parties	157,767	173,424
Loans payable	249,906	253,227
Obligations under capital lease	7,902	7,826
Convertible debentures	209,095	200,097
Total current liabilities	1,379,462	1,206,379
Loans payable	18,873	31,346
Obligations under capital lease	24,733	29,177
Convertible debentures	162,000	0
Total liabilities	1,585,068	1,266,902
Stockholders' deficit
Preferred stock Authorized: 20,000,000 shares, par value $0.00001 Issued and outstanding: Nil shares	0	0
Common stock Authorized: 100,000,000 shares, par value $0.00001 Issued and outstanding: 57,097,864 (May 31, 2013 - 55,226,276) shares	571	552
Additional paid-in capital	7,063,847	6,875,939
Common stock subscribed	135,462	115,662
Deficit accumulated during the development stage	(8,494,594)	(8,023,639)
Total Mantra Venture Group Ltd. stockholders' deficit	(1,294,714)	(1,031,486)
Non-controlling interest	(80,972)	(56,072)
Total stockholders' deficit	(1,375,686)	(1,087,558)
Total liabilities and stockholders' deficit	$ 209,382	$ 179,344

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Basis of Presentation

6 Months Ended

Nov. 30, 2013

Basis of Presentation [Text Block]

1.	Basis of Presentation
	The accompanying consolidated interim financial statements of Mantra Venture Group Ltd. (the “Company”) should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
	The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
	These unaudited consolidated 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 not generated significant revenues since inception, and is unlikely to 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 November 30, 2013, the Company has a working capital deficit of $1,257,452, has not generated significant revenues, and has accumulated losses of $8,494,594 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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.

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Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 1	$ 9,404,619
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 2	0.21
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 3	935,794
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 4	0.20
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 5	(2,062,500)
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 6	0.20
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 7	$ 8,277,913
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 8	0.21

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Stock Options (Tables)

6 Months Ended

Nov. 30, 2013

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

		Weighted	Weighted
		average	average	Aggregate
		exercise	remaining	intrinsic
	Number	price	contractual life	value
	of options	$	(years)	$
Outstanding, May 31, 2013	400,000	0.10
Granted	300,000	0.20
Outstanding and exercisable, November 30, 2013	700,000	0.14	1.4	4,000

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

	Exercise
Number of	price
options	$	Expiry date
100,000	0.06	May 1, 2014
200,000	0.10	May 7, 2015
100,000	0.12	May 6, 2015
300,000	0.20	July 1, 2015
700,000

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	November 30,	November 30,
	2013	2012
Risk-free Interest rate	0.34%	0.27%
Expected life (in years)	2.0	2.00
Expected volatility	169%	179%

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Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 1	$ 1,120,550
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 2	0.20
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 3	2,025,000
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 4	0.15
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 5	100,000
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 6	0.15
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 7	2,925,001
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 8	0.20
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 9	740,568
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 10	0.40
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 11	400,000
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 12	0.20
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 13	31,000
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 14	0.40
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 15	935,794
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 16	0.20
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 17	$ 8,277,913

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Basis of Presentation (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Basis Of Presentation 1	$ 1,257,452
Basis Of Presentation 2	$ 8,494,594

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Significant Accounting Policies

6 Months Ended

Nov. 30, 2013

Significant Accounting Policies [Text Block]

2. Significant Accounting Policies

(a)

Principles of Consolidation

These unaudited consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All the subsidiaries are wholly-owned with the exception of Climate ESCO Ltd., which is 64.84% owned and Mantra Energy Alternatives Ltd., which is 89.09% owned. All inter- company balances and transactions have been eliminated.

(b)

Technology Development Revenue

The Company performs research and development services. The Company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered reasonably assured and can be reasonably estimated. Revenue is based on direct labor hours expended at contract billing rates plus other billable direct costs.

(c)	Recent Accounting Pronouncements
	The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Consolidated balance sheets (Parenthetical) (USD $)	Nov. 30, 2013	May 31, 2013
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares, Issued	57,097,864	55,226,276
Common Stock, Shares, Outstanding	57,097,864	55,226,276

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Commitments and Contingencies

6 Months Ended

Nov. 30, 2013

Commitments and Contingencies [Text Block]

12.	Commitments and Contingencies
	(a)	On September 2, 2009, the Company entered into an agreement with a company to acquire a worldwide, exclusive license for the Mixed Reactant Flow-By Fuel Cell technology. The term of the agreement is for twenty years or the expiry of the last patent licensed under the agreement, whichever is later. The Company agreed to pay the licensor the following license fees:

• an initial license fee of Cdn$10,000 payable in two installments: Cdn$5,000 upon execution of the agreement (paid) and Cdn$5,000 within thirty days of September 2, 2009 (paid);

• a further license fee of Cdn$15,000 (paid) to be paid within ninety days of September 2, 2009; and

• an annual license fee, payable annually on the anniversary of the date of the agreement as follows:

September 1, 2010	$10,000 (paid)
September 1, 2011	$20,000 (accrued)
September 1, 2012	$30,000 (accrued)
September 1, 2013	$40,000 (accrued)
September 1, 2014 and each successive anniversary	$50,000

	The Company is to pay the licensor a royalty calculated as 2% of the gross revenue and 15% of any and all consideration directly or indirectly received by the Company from the grant of any sublicense rights. The Company will pay interest at a rate of 1% per month on any amounts past due. In addition, the Company is responsible for the timely payment of all future costs relating to patent expenses and any new or useful art, process, machine, manufacture or composition of matter arising out of any licensor improvements or joint improvements licensed under this agreement and identified by the licensor as potentially patentable. The Company must also invest a minimum of Cdn$250,000 in research and development directly associated with the technology.
(b)	On May 23, 2012, a former employee of the Company delivered a Notice of Application seeking judgment against the Company for approximately $55,000. The hearing of that Application took place on July 31, 2012, at which time the former employee obtained judgment in the approximate amount of $55,000. The Company did not defend the amount of the judgment and the amount is included in accounts payable, but claims a complete set-off on the basis that the former employee retains 1,000,000 shares of common stock of the Company as security for payment of the outstanding consulting fees owed to him. On August 31, 2012, the Company commenced a separate action against the former employee seeking a return of the 1,000,000 shares of common stock and a stay of execution of the judgment. That application is pending and has not yet been heard or determined by the court. The payment of the judgment claim of approximately $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of the Company’s claim for the return of the shares cannot yet be determined.
(c)	On March 13, 2013, the Company entered into an agreement with a consultant who will complete a specified project for approximately $137,000 over a period of approximately 15 weeks. On February 25, 2013, the Company also entered into a premises sublease agreement for Cdn$18,720 for a period of one year until March 1, 2014.

(d)

On April 1, 2013, the Company entered into an agreement with a consultant who will perform services for Cdn$7,500 a month for a period of one year.

(e)

On October 10 and October 17, 2013, the Company’s subsidiary entered into two employment agreements. Pursuant to the agreements, the two employees will perform services for a term of one year for base remuneration of $65,000 per annum with an increase to $70,000 per annum. The agreements are subject to receipt of an Industrial Research & Development Fellowship from the Natural Sciences and Engineering Research Council of Canada (“NSERC”) grant. In addition, the Company will grant to each employee 100,000 stock options exercisable at a price of $0.10 per share. These options will be non-transferrable, vest immediately, and expire upon the earlier of 24 months, or upon termination of the employment agreements. The agreements will be immediately terminated if the subsidiary does not receive the NSERC grant.

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Document and Entity Information	6 Months Ended
	Nov. 30, 2013	Jan. 16, 2014
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2013
Trading Symbol	mvtg
Entity Registrant Name	Mantra Venture Group Ltd.
Entity Central Index Key	0001413891
Current Fiscal Year End Date	--05-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		57,097,864
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Nov. 30, 2013

Principles of Consolidation [Policy Text Block]

(a)

Principles of Consolidation

These unaudited consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All the subsidiaries are wholly-owned with the exception of Climate ESCO Ltd., which is 64.84% owned and Mantra Energy Alternatives Ltd., which is 89.09% owned. All inter- company balances and transactions have been eliminated.

Revenue Recognition [Policy Text Block]

(b)

Technology Development Revenue

The Company performs research and development services. The Company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered reasonably assured and can be reasonably estimated. Revenue is based on direct labor hours expended at contract billing rates plus other billable direct costs.

Recent Accounting Pronouncements [Policy Text Block]

(c)	Recent Accounting Pronouncements
	The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Consolidated statements of operations (USD $)	3 Months Ended		6 Months Ended		82 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
Revenue
Technology development revenues	$ 148,404	$ 0	$ 148,404	$ 0	$ 148,404
Product revenues	0	0	0	3,027	38,812
Total Revenues	148,404	0	148,404	3,027	187,216
Cost of goods sold	0	0	0	2,500	14,973
Gross profit	148,404	0	148,404	527	172,243
Operating expenses
Business development	8,662	3,550	8,662	10,215	360,075
Consulting and advisory	56,244	29,424	96,944	51,535	1,074,569
Depreciation and amortization	5,134	7,502	12,658	13,327	194,164
Foreign exchange loss (gain)	(4,119)	1,922	(17,819)	18,767	7,372
General and administrative	15,417	8,703	24,941	20,981	501,244
License fees	40,000	29,442	40,000	29,442	123,511
Management fees	46,427	104,310	92,948	182,310	1,532,804
Professional fees	50,149	55,299	80,786	93,901	1,130,286
Public listing costs	6,046	9,142	7,115	12,622	245,015
Rent	13,270	4,500	23,919	9,000	267,725
Research and development	55,931	279,031	142,603	368,818	1,001,079
Shareholder communications and awareness	7,142	0	7,382	34,719	688,895
Supplies	20,081	0	20,081	0	20,081
Travel and promotion	32,450	40,133	50,908	77,152	596,782
Wages and benefits	14,236	0	14,236	0	793,980
Website development/corporate branding	0	0	0	0	195,451
Write-down of intangible assets	0	0	0	0	37,815
Write-down of inventory	0	0	0	0	12,455
Total operating expenses	367,070	572,958	605,364	922,789	8,783,303
Loss before other income (expense)	(218,666)	(572,958)	(456,960)	(922,262)	(8,611,060)
Other income (expense)
Accretion of discounts on convertible debentures	0	0	(9,014)	0	(57,942)
Loss on disposal of equipment	0	0	0	0	(14,999)
Gain on settlement of debt	0	0	0	0	22,332
Government grant income	0	0	0	0	118,324
Interest expense	(16,373)	(12,081)	(29,881)	(20,897)	(175,806)
Total other income (expense)	(16,373)	(12,081)	(38,895)	(20,897)	(108,091)
Net loss for the period	(235,039)	(585,039)	(495,855)	(943,159)	(8,719,151)
Less: net loss attributable to the non-controlling interest	11,847	32,102	24,900	45,466	224,557
Net loss attributable to Mantra Venture Group Ltd.	$ (223,192)	$ (552,937)	$ (470,955)	$ (897,693)	$ (8,494,594)
Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted		$ (0.01)	$ (0.01)	$ (0.02)
Weighted average number of shares outstanding used in the calculation of net loss attributable to Mantra Venture Group Ltd. per common share	57,097,864	49,389,851	56,637,637	48,410,075

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Obligations Under Capital Lease

6 Months Ended

Nov. 30, 2013

Obligations Under Capital Lease [Text Block]

7.	Obligations Under Capital Lease
	On July 31, 2012 and December 21, 2012, the Company entered into two agreements to lease two vehicles for three years each. The vehicle leases are classified as a capital leases. The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of November 30, 2013:

Year ending May 31:	$
2014	5,953
2015	11,904
2016	21,417
Net minimum lease payments	39,274
Less: amount representing interest payments	(6,639	)
Present value of net minimum lease payments	32,635
Less: current portion	(7,902	)
Long-term portion	24,733

At the end of both leases, the Company has the option to purchase the vehicles for $9,000 each.

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Loans Payable

6 Months Ended

Nov. 30, 2013

Loans Payable [Text Block]

6.	Loans Payable
	(a)	As at November 30, 2013, the amount of $59,734 (Cdn$63,300) (May 31, 2013 - $61,053 (Cdn$63,300)) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
	(b)	As at November 30, 2013, the amount of $5,000 (May 31, 2013 - $5,000) is owed to a non-related party, which bears interest at 10% per annum, is unsecured, and due on demand. As at May 31, 2013, the Company has recorded interest of $3,975 (May 31, 2013 - $3,723) which has been included in accounts payable and accrued liabilities.
	(c)	As at November 30, 2013, the amount of $9,625 (Cdn$10,200) (May 31, 2013 – $9,838 (Cdn$10,200)) is owed to a non-related party, which is non-interest bearing, unsecured, and due on demand.
	(d)	As at November 30, 2013, the amount of $17,500 (May 31, 2013 - $17,500) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
	(e)	As at November 30, 2013, the amount of $15,000 (May 31, 2013 - $15,000) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
	(f)	As at November 30, 2013, the amount of $17,831 (Cdn$18,895) (May 31, 2013 – $18,884 (Cdn$18,895)) is owed to a non-related party, which is non-interest bearing, unsecured, and due on demand.
	(g)	As at November 30, 2013, the amounts of $7,500 and $34,916 (Cdn$37,000) (May 31, 2013 - $7,500 and $35,027, (Cdn$37,000)) are owed to a non-related party which are non-interest bearing, unsecured, and due on demand.

(h)	On January 19, 2012, the Company entered into a settlement agreement to settle a $50,000 convertible debenture and $122,535 in accounts payable and accrued interest with the debt holder. Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter. As at November 30, 2013, $47,183 (Cdn$50,000) (May 31, 2013 - $60,281 (Cdn$62,500)) is owed, of which $28,310 (Cdn$30,000) (May 31, 2013 - $31,346 (Cdn$30,000)) is due over the next twelve months.
(i)	As at November 30, 2013, the amount of $4,490 (May 31, 2013 - $4,490) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.
(j)	In March 2012, the Company received $50,000 for the subscription of 10,000,000 shares of the Company’s common stock. During the year ended May 31, 2013, the Company and the subscriber agreed that the shares would not be issued and that the subscription would be returned. The subscription has been reclassified as a non-interest bearing demand loan until the funds are refunded to the subscriber.

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Commitments and Contingencies (Tables)

6 Months Ended

Nov. 30, 2013

Long-term Purchase Commitment [Table Text Block]

September 1, 2010	$10,000 (paid)
September 1, 2011	$20,000 (accrued)
September 1, 2012	$30,000 (accrued)
September 1, 2013	$40,000 (accrued)
September 1, 2014 and each successive anniversary	$50,000

XML

Property and Equipment (Tables)

6 Months Ended

Nov. 30, 2013

Schedule of Property, Plant and Equipment [Table Text Block]

			November 30,	May 31,
			2013	2013
		Accumulated	Net carrying	Net carrying
	Cost	depreciation	value	value
	$	$	$	$
Computer	5,341	1,630	3,711	3,080
Research equipment	61,971	54,855	7,116	10,533
Vehicles under capital lease	68,340	19,573	48,767	57,158
	135,652	76,058	59,594	70,771

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Share Purchase Warrants

6 Months Ended

Nov. 30, 2013

Share Purchase Warrants [Text Block]

10.	Share Purchase Warrants
	The following table summarizes the continuity of share purchase warrants:

			Weighted
			average
			exercise
	Number of		price
	warrants		$
Balance, May 31, 2013	9,404,619		0.21
Issued	935,794		0.20
Expired	(2,062,500	)	0.20
Balance, November 30, 2013	8,277,913		0.21

As at November 30, 2013, the following share purchase warrants were outstanding:

	Exercise
Number of	price
warrants	$	Expiry date
1,120,550	0.20	March 9, 2014
2,025,000	0.15	September 11, 2014
100,000	0.15	September 23, 2014
2,925,001	0.20	December 11, 2014
740,568	0.40	March 18, 2015
400,000	0.20	May 10, 2015
31,000	0.40	May 30, 2015
935,794	0.20	July 15, 2015
8,277,913

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Convertible Debentures

6 Months Ended

Nov. 30, 2013

Convertible Debentures [Text Block]

8.	Convertible Debentures
	(a)	In October 2008, the Company issued three convertible debentures for total proceeds of $250,000 which bear interest at 10% per annum, are unsecured, and due one year from date of issuance. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option into 625,000 shares of the Company’s common stock at a price of $0.40 per share. The Company also issued 250,000 detachable, non-transferable share purchase warrants. Each share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock for a period of two years from the date of issuance at an exercise price of $0.50 per share.
		In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company determined that the convertible debentures contained no embedded beneficial conversion feature as the convertible debentures were issued with a conversion price higher than the fair market value of the Company’s common shares at the time of issuance.
		In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company allocated the proceeds of issuance between the convertible debt and the detachable share purchase warrants based on their relative fair values. Accordingly, the Company recognized the fair value of the share purchase warrants of $45,930 as additional paid-in capital and an equivalent discount against the convertible debentures. The Company had recorded accretion expense of $45,930, increasing the carrying value of the convertible debentures to $250,000.
		On January 19, 2012, the Company entered into a settlement agreement with one of the debenture holders to settle a $50,000 convertible debenture and $122,535 in accounts payable and accrued interest with the debt holder. Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter.

	On July 18, 2012, the Company entered into a settlement agreement with the $150,000 debenture holder. Pursuant to the settlement agreement, the lender has agreed to extend the due date until April 11, 2013 and the Company paid $43,890 of accrued interest within five days of the agreement, pay the accruing interest on a monthly basis (paid), and pay a $10,000 premium in addition to the $150,000 principal outstanding on April 11, 2013. On April 29, 2013, the Company entered into an amended settlement agreement whereby the lender has agreed to extend the due date to September 15, 2013 and the Company has agreed to pay $6,836 of interest for the period from April 1 to September 15, 2013 upon execution of the agreement (paid) and granted the lender 100,000 stock options exercisable at $0.12 per share for a period of two years.
	On November 15, 2013, the Company entered into a second settlement agreement amendment. Pursuant to the second amendment, on November 15, 2013, the Company would pay interest of $4,438 and commencing February 1, 2014, the Company would make monthly payments of $10,000 on the outstanding principal and interest.
	The Company evaluated the modifications and determined that the creditor did not grant a concession. In addition, as the present value of the amended future cash flows had a difference of less than 10% of the cash flows of the original debt, it was determined that the original and new debt instruments are not substantially different. As a result, the modification was not treated as an extinguishment of the debt and no gain or loss was recognized. The Company recorded the fair value of $12,901 for the stock options as additional paid-in capital and a discount. As at November 30, 2013 the Company had accreted $12,012 of the discount bring the carrying value of the convertible debenture to $159,095.
(b)	During the six months ended November 30, 2013, the Company issued three debentures for total proceeds of $162,000, which bear interest at 10% per annum, are unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option into shares of the Company’s common stock at a price of $0.04 per share at any time after the first anniversary of the notes.

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Common Stock

6 Months Ended

Nov. 30, 2013

Common Stock [Text Block]

9.	Common Stock
	(a)	As at November 30, 2013, the Company had received proceeds of $17,000 for subscriptions for 100,000 units. Each unit will consist of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.40 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over- the-Counter Bulletin Board at a price at or above $0.60 per share for seven consecutive trading days.
	(b)	As at November 30, 2013, the Company had received proceeds of $4,800 for subscriptions for 40,000 units and $41,000 for subscriptions for 512,500 units. Each unit will consist of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.
	(c)	As at November 30, 2013 the Company’s subsidiary, Mantra Energy Alternatives Ltd., had received subscriptions for 67,000 shares of common stock at Cdn$1.00 per share for proceeds of $66,277 (Cnd$67,000), which is included in common stock subscribed, net of the non-controlling interest portion of $7,231.
	(d)	As at November 30, 2013, the Company’s subsidiary, Climate ESCO Ltd., had received subscriptions for 210,000 shares of common stock at $0.10 per share for proceeds of $21,000, which is included in common stock subscribed, net of the non-controlling interest portion of $7,384.
	(e)	On July 15, 2013, the Company issued 1,871,588 units at $0.08 per unit for proceeds of $149,727, of which $26,000 was included in common stock subscribed as at May 31, 2013. Each unit consisted of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

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Stock Options

6 Months Ended

Nov. 30, 2013

Stock Options [Text Block]

11.	Stock Options
	On July 1, 2013, the Company granted 300,000 stock options exercisable at $0.20 per share for a period of two years. The Company recorded the fair value of the options of $38,200 as consulting fees.
	The following table summarizes the continuity of the Company’s stock options:

		Weighted	Weighted
		average	average	Aggregate
		exercise	remaining	intrinsic
	Number	price	contractual life	value
	of options	$	(years)	$
Outstanding, May 31, 2013	400,000	0.10
Granted	300,000	0.20
Outstanding and exercisable, November 30, 2013	700,000	0.14	1.4	4,000

Additional information regarding stock options as of November 30, 2013 is as follows:

	Exercise
Number of	price
options	$	Expiry date
100,000	0.06	May 1, 2014
200,000	0.10	May 7, 2015
100,000	0.12	May 6, 2015
300,000	0.20	July 1, 2015
700,000

The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions:

	November 30,	November 30,
	2013	2012
Risk-free Interest rate	0.34%	0.27%
Expected life (in years)	2.0	2.00
Expected volatility	169%	179%

The weighted average fair value of the stock options granted during 2013 was $0.13 per option.

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Schedule of Future Minimum Lease Payments for Capital Leases (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 1	$ 5,953
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 2	11,904
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 3	21,417
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 4	39,274
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 5	(6,639)
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 6	32,635
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 7	(7,902)
Obligations Under Capital Lease Schedule Of Future Minimum Lease Payments For Capital Leases 8	$ 24,733

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Share Purchase Warrants (Tables)

6 Months Ended

Nov. 30, 2013

Schedule of Stockholders' Equity Note, Warrants or Rights, Activity [Table Text Block]

			Weighted
			average
			exercise
	Number of		price
	warrants		$
Balance, May 31, 2013	9,404,619		0.21
Issued	935,794		0.20
Expired	(2,062,500	)	0.20
Balance, November 30, 2013	8,277,913		0.21

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Exercise
Number of	price
warrants	$	Expiry date
1,120,550	0.20	March 9, 2014
2,025,000	0.15	September 11, 2014
100,000	0.15	September 23, 2014
2,925,001	0.20	December 11, 2014
740,568	0.40	March 18, 2015
400,000	0.20	May 10, 2015
31,000	0.40	May 30, 2015
935,794	0.20	July 15, 2015
8,277,913

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Related Party Transactions (Narrative) (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Related Party Transactions 1	$ 61,930
Related Party Transactions 2	36,000
Related Party Transactions 3	9,000
Related Party Transactions 4	0
Related Party Transactions 5	30,965
Related Party Transactions 6	30,000
Related Party Transactions 7	29,065
Related Party Transactions 8	35,000
Related Party Transactions 9	93,107
Related Party Transactions 10	138,526
Related Party Transactions 11	41,277
Related Party Transactions 12	11,515
Related Party Transactions 13	23,383
Related Party Transactions 14	$ 23,383

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Consolidated statements of cash flows (USD $)	6 Months Ended		82 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
Operating activities
Net loss	$ (495,855)	$ (943,159)	$ (8,719,151)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures	9,014	0	57,942
Depreciation and amortization	12,658	13,327	194,164
Foreign exchange loss (gain)	(3,544)	13,218	(5,541)
Gain on settlement of debt	0	0	(22,332)
Loss on disposal of property and equipment	0	0	14,999
Non-cash interest expense	0	0	10,000
Stock-based compensation	38,200	24,090	1,674,516
Write-down of intangible assets	0	0	37,815
Write-down of inventory	0	0	12,455
Changes in operating assets and liabilities:
Amounts receivable	(45,050)	(41,396)	(64,965)
Inventory	0	2,500	(12,455)
Prepaid expenses and deposits	(22,524)	(7,622)	(57,045)
Other assets	0	0	(12,000)
Accounts payable and accrued liabilities	180,491	81,565	1,226,501
Due to related parties	(15,657)	(73,256)	157,767
Net cash used in operating activities	(342,267)	(930,733)	(5,507,330)
Investing activities
Purchase of property and equipment	(1,481)	(8,406)	(215,114)
Proceeds from sale of property and equipment	0	0	900
Restricted cash	0	0	(28,750)
Net cash used in investing activities	(1,481)	(8,406)	(242,964)
Financing activities
Bank overdraft	2,496	0	2,496
Repayment of capital lease obligations	(3,637)	(1,223)	(11,558)
Proceeds from loans payable	0	0	201,571
Repayment of loans payable	(12,025)	(17,570)	(67,145)
Proceeds from issuance of convertible debentures	162,000	0	412,000
Proceeds from issuance of common stock and subscriptions received	169,527	941,001	5,212,930
Net cash provided by financing activities	318,361	922,208	5,750,294
Change in cash	(25,387)	(16,931)	0
Cash, beginning of period	25,387	215,600	0
Cash, end of period	0	198,669	0
Non-cash investing and financing activities:
Property and equipment financed under capital lease	0	21,765	42,543
Common stock issued to settle debt	0	0	409,372
Common stock issued and stock options granted for acquisition of intangible assets	0	0	37,815
Common stock subscriptions transferred to loans payable	0	0	50,000
Supplemental disclosures:
Interest paid	6,918	0	63,897
Income taxes paid	$ 0	$ 0	$ 0

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Related Party Transactions

6 Months Ended

Nov. 30, 2013

Related Party Transactions [Text Block]

5.	Related Party Transactions
	(a)	During the six months ended November 30, 2013, the Company incurred management fees of $61,930 (2012 - $36,000) and rent of $9,000 (2012 - $Nil) to the President of the Company.
	(b)	During the six months ended November 30, 2013, the Company incurred management fees of $30,965 (2012 - $30,000) to the spouse of the President of the Company.
	(c)	During the six months ended November 30, 2013, the Company incurred research and development fees of $29,065 (2012 - $35,000 management fees) to a director of the Company.
	(d)	As at November 30, 2013, the Company owes a total of $93,107 (May 31, 2013 - $138,526) to the President of the Company and a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.
	(e)	As at November 30, 2013, the Company owes $41,277 (May 31, 2013 - $11,515) to the spouse of the President of the Company which is non-interest bearing, unsecured, and due on demand.
	(f)	As at November 30, 2013, the Company owes $23,383 (May 31, 2013 - $23,383) to an officer and a director of the Company, which is non-interest bearing, unsecured, and due on demand.

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Loans Payable (Narrative) (Details)	6 Months Ended
	Nov. 30, 2013 USD ($) M	Nov. 30, 2013 CAD
Loans Payable 1	$ 59,734
Loans Payable 2		63,300
Loans Payable 3	61,053
Loans Payable 4		63,300
Loans Payable 5	5,000
Loans Payable 6	5,000
Loans Payable 7	10.00%	10.00%
Loans Payable 8	3,975
Loans Payable 9	3,723
Loans Payable 10	9,625
Loans Payable 11		10,200
Loans Payable 12	9,838
Loans Payable 13		10,200
Loans Payable 14	17,500
Loans Payable 15	17,500
Loans Payable 16	15,000
Loans Payable 17	15,000
Loans Payable 18	17,831
Loans Payable 19		18,895
Loans Payable 20	18,884
Loans Payable 21		18,895
Loans Payable 22	7,500
Loans Payable 23	34,916
Loans Payable 24		37,000
Loans Payable 25	7,500
Loans Payable 26	35,027
Loans Payable 27		37,000
Loans Payable 28	50,000
Loans Payable 29	122,535
Loans Payable 30		100,000
Loans Payable 31	2,500	2,500
Loans Payable 32	40	40
Loans Payable 33	47,183
Loans Payable 34		50,000
Loans Payable 35	60,281
Loans Payable 36		62,500
Loans Payable 37	28,310
Loans Payable 38		30,000
Loans Payable 39	31,346
Loans Payable 40		30,000
Loans Payable 41	4,490
Loans Payable 42	4,490
Loans Payable 43	$ 50,000
Loans Payable 44	10,000,000	10,000,000

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Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) (USD $)	6 Months Ended
	Nov. 30, 2013
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 1	$ 100,000
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 2	0.06
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 3	200,000
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 4	0.10
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 5	100,000
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 6	0.12
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 7	300,000
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 8	0.20
Stock Options Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 9	$ 700,000

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Obligations Under Capital Lease (Tables)

6 Months Ended

Nov. 30, 2013

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

Year ending May 31:	$
2014	5,953
2015	11,904
2016	21,417
Net minimum lease payments	39,274
Less: amount representing interest payments	(6,639	)
Present value of net minimum lease payments	32,635
Less: current portion	(7,902	)
Long-term portion	24,733