10-Q

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

Form 10-Q

(Mark One)

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

For the quarterly period ended February 28, 2014

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.

60,754,364 common shares issued and outstanding as of April17, 2014.

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	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II – OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
SIGNATURES		28

2

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.

3

MANTRA VENTURE GROUP LTD.
(A development stage company)
Consolidated financial statements
February 28, 2014
(Expressed in U.S. dollars)
(unaudited)

	Index
Consolidated balance sheets	5
Consolidated statements of operations	6
Consolidated statements of cash flows	7
Notes to the consolidated financial statements	8

4

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

	February 28,		May 31,
	2014		2013
	$		$
	(unaudited)
ASSETS
Current assets
Cash	–		25,387
Amounts receivable	28,496		19,915
Prepaid expenses and deposits	5,463		34,521
Total current assets	33,959		79,823
Restricted cash (Note 3)	27,076		28,750
Property and equipment (Note 4)	54,546		70,771
Total assets	115,581		179,344
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Bank indebtedness	2,776		–
Accounts payable and accrued liabilities	783,243		571,805
Due to related parties (Note 5)	155,207		173,424
Loans payable (Note 6)	243,414		253,227
Obligations under capital leases (Note 7)	7,822		7,826
Convertible debentures (Note 8)	199,529		200,097
Total current liabilities	1,391,991		1,206,379
Loans payable (Note 6)	15,801		31,346
Obligations under capital leases (Note 7)	21,610		29,177
Convertible debentures (Note 8)	192,000		–
Total liabilities	1,621,402		1,266,902
Going concern (Note 1)
Commitments and contingencies (Note 12)
Subsequent events (Note 13)
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: 59,444,364 (May 31, 2013 – 55,226,276) shares	594		552
Additional paid-in capital	7,270,144		6,875,939
Common stock subscribed (Note 9)	72,662		115,662
Subscriptions receivable (Note 9)	(58,364	)	–
Deficit accumulated during the development stage	(8,693,199	)	(8,023,639	)
Total Mantra Venture Group Ltd. stockholders’ deficit	(1,408,163	)	(1,031,486	)
Non-controlling interest	(97,658	)	(56,072	)
Total stockholders’ deficit	(1,505,821	)	(1,087,558	)
Total liabilities and stockholders’ deficit	115,581		179,344

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

5

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				Nine Months Ended				(date of inception)
	February 28,				February 28,				to February 28,
	2014		2013		2014		2013		2014
	$		$		$		$		$
Revenue
Technology development revenues	16,858		–		165,262		–		165,262
Product revenues	–		–		–		3,027		38,812
Total revenues	16,858		–		165,262		3,027		204,074
Cost of goods sold	–		–		–		2,500		14,973
Gross profit	16,858		–		165,262		527		189,101
Operating expenses
Business development	81		10,797		8,743		21,012		360,156
Consulting and advisory	24,893		27,416		121,837		78,951		1,099,462
Depreciation and amortization	5,048		8,623		17,706		21,950		199,212
Foreign exchange loss (gain)	(19,588	)	(13,723	)	(37,407	)	5,044		(12,216	)
General and administrative	11,150		11,472		56,172		32,453		532,475
License fees	–		–		40,000		29,442		123,511
Management fees (Note 5)	45,564		75,776		138,512		258,087		1,578,368
Professional fees	33,231		28,847		114,017		122,748		1,163,517
Public listing costs	5,706		3,325		12,821		15,947		250,721
Rent (Note 5)	15,821		4,500		39,740		13,500		283,546
Research and development (Note 5)	91,918		(661	)	234,521		368,157		1,092,997
Shareholder communications and awareness	–		–		7,382		34,719		688,895
Travel and promotion	1,178		21,390		52,086		98,542		597,960
Wages and benefits	3,551		–		17,787		–		797,531
Website development/corporate branding	–		–		–		–		195,451
Write-down of intangible assets	–		–		–		–		37,815
Write-down of inventory	–		–		–		–		12,455
Total operating expenses	218,553		177,762		823,917		1,100,552		9,001,856
Loss before other income (expense)	(201,695	)	(177,762	)	(658,655	)	(1,100,025	)	(8,812,755	)
Other income (expense)
Accretion of discounts on convertible  debentures	(434	)	–		(9,448	)	–		(58,376	)
Loss on disposal of equipment	–		–		–		–		(14,999	)
Gain on settlement of debt	–		1,130		–		1,130		22,332
Government grant income	–		–		–		–		118,324
Interest expense	(13,162	)	(8,891	)	(43,043	)	(29,788	)	(188,968	)
Total other income (expense)	(13,596	)	(7,761	)	(52,491	)	(28,658	)	(121,687	)
Net loss for the period	(215,291	)	(185,523	)	(711,146	)	(1,128,683	)	(8,934,442	)
Less: net loss attributable to the non-controlling interest	16,686		20,292		41,586		67,778		241,243
Net loss attributable to Mantra Venture Group Ltd.	(198,605	)	(165,231	)	(669,560	)	(1,060,905	)	(8,693,199	)
Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted	–		–		(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	57,410,721		51,950,921		56,893,646		49,898,723

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

6

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

					Accumulated from
	Nine Months		Nine Months		January 22, 2007
	Ended		Ended		(date of inception)
	February 28,		February 28		to February 28,
	2014		2013		2014
	$		$		$
Operating activities
Net loss	(711,146	)	(1,128,683	)	(8,934,442	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures	9,448		–		58,376
Depreciation and amortization	17,706		21,950		199,212
Foreign exchange loss (gain)	(12,076	)	5,734		(14,073	)
Gain on settlement of debt	–		(1,130	)	(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	(8,581	)	(32,931	)	(28,496	)
Inventory	–		2,500		(12,455	)
Prepaid expenses and deposits	29,058		4,186		(5,463	)
Other assets	–		–		(12,000	)
Accounts payable and accrued liabilities	211,438		(3,200	)	1,257,448
Due to related parties	(18,217	)	(111,918	)	155,207
Net cash used in operating activities	(444,170	)	(1,219,402	)	(5,609,233	)
Investing activities
Purchase of property and equipment	(1,481	)	(6,628	)	(215,114	)
Proceeds from sale of property and equipment	–		–		900
Restricted cash	–		–		(28,750	)
Net cash used in investing activities	(1,481	)	(6,628	)	(242,964	)
Financing activities
Bank indebtedness	2,776		–		2,776
Repayment of capital lease obligations	(5,306	)	(4,056	)	(13,227	)
Proceeds from loans payable	–		–		201,571
Repayment of loans payable	(13,889	)	(50,100	)	(69,009	)
Proceeds from issuance of convertible debentures	192,000		–		442,000
Repayment of convertible debentures	(10,000	)	–		(10,000	)
Proceeds from issuance of common stock and subscriptions received	254,683		1,191,186		5,298,086
Net cash provided by financing activities	420,264		1,137,030		5,852,197
Change in cash	(25,387	)	(89,000	)	–
Cash, beginning of period	25,387		215,600		–
Cash, end of period	–		126,600		–
Non-cash investing and financing activities:
Property and equipment financed under capital lease	–		42,543		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	12,787		–		69,766
Income taxes paid	–		–		–

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

7

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
February 28, 2014
(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 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 February 28, 2014, the Company has a working capital deficit of $1,358,032, has not generated significant revenues, and has an accumulated deficit of $8,693,199 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.

8

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
February 28, 2014
(Expressed in U.S. dollars)
(unaudited)

4. Property and Equipment

			February 28,	May 31,
			2014	2013
		Accumulated	Net carrying	Net carrying
	Cost	depreciation	value	value
	$	$	$	$
Computer	5,342	2,076	3,266	3,080
Research equipment	61,971	55,264	6,707	10,533
Vehicles under capital lease	68,340	23,767	44,573	57,158
	135,653	81,107	54,546	70,771

5. Related Party Transactions During the nine months ended February 28, 2014, the Company incurred management fees of $92,263 (2012 - $52,000) and rent of $13,500 (2012 - $Nil) to the President of the Company. During the nine months ended February 28, 2014, the Company incurred management fees of $46,197 (2012 - $45,000) to the spouse of the President of the Company. During the nine months ended February 28, 2014, the Company incurred research and development fees of $43,552 (2012 - $50,000 in management fees incurred) to a director of the Company. As at February 28, 2014, the Company owes a total of $88,907 (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. As at February 28, 2014, the Company owes $42,917 (May 31, 2013 - $11,515) to the spouse of the President of the Company which is non-interest bearing, unsecured, and due on demand. As at February 28, 2014, the Company owes $23,383 (May 31, 2013 - $23,383) to a director of the Company which is non-interest bearing, unsecured, and due on demand.

6. Loans Payable

(a)	As at February 28, 2014, the amount of $57,156 (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 February 28, 2014, 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 $4,471 (May 31, 2013 - $3,723) which has been included in accounts payable and accrued liabilities.
(c)	As at February 28, 2014, the amount of $9,210 (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 February 28, 2014, 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 February 28, 2014, 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 February 28, 2014, the amount of $17,061 (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 February 28, 2014, the amounts of $7,500 and $33,409 (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.

9

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
February 28, 2014
(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 February 28, 2014, $42,889 (Cdn$47,500) (May 31, 2013 - $60,281 (Cdn$62,500)) is owed, of which $27,088 (Cdn$30,000) (May 31, 2013 - $31,346 (Cdn$30,000)) is due over the next twelve months. Refer to Note 13(k).
	(i)	As at February 28, 2014, 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 Leases

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 February 28, 2014:

Year ending May 31:	$
2014	2,848
2015	11,390
2016	20,493
Net minimum lease payments	34,731
Less: amount representing interest payments	(5,299	)
Present value of net minimum lease payments	29,432
Less: current portion	(7,822	)
Long-term portion	21,610

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. Refer to Note 6(h).

10

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
February 28, 2014
(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. During the nine months ended February 28, 2014, the Company repaid $10,000 of the debenture. As at February 28, 2014, the Company had accreted $12,446 of the discount bring the carrying value of the convertible debenture to $149,529.

(b) During the nine months ended February 28, 2014, the Company issued seven convertible debentures for total proceeds of $192,000, which bear interest at 10% per annum, are unsecured, and due two years from the 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 February 28, 2014 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.
	(b)	As at February 28, 2014, 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.
	(c)	On February 18, 2014, the Company issued 400,000 units at $0.10 per unit for proceeds of $40,000, which is included in share subscriptions receivable. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.20 per share of common stock 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.
	(d)	On February 18, 2014, the Company issued 1,231,500 units at $0.08 per unit for proceeds of $98,520, $18,364 of which is included in share subscriptions receivable. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.15 per share of common stock 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.
	(e)	On February 11, 2014, the Company issued 40,000 units at $0.12 per unit for proceeds of $4,800. 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 share of common stock 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.

11

MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
February 28, 2014
(Expressed in U.S. dollars)
(unaudited)

9.	Common Stock (continued)
	(f)	On February 11, 2014, the Company issued 575,000 units at $0.08 per unit for proceeds of $46,000. 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 share of common stock 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.
	(g)	On December 18, 2013, the Company issued 100,000 units at $0.17 per unit for proceeds of $17,000. 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 $0.40 per share of common stock 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.
	(h)	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 share of common stock 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.

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	2,924,794		0.18
Expired	(2,062,500	)	0.20
Balance, February 28, 2014	10,266,913		0.20

As at February 28, 2014, 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
307,500	0.20	February 11, 2016
50,000	0.40	February 11, 2016
1,631,500	0.15	February 18, 2016
10,266,913

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MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
February 28, 2014
(Expressed in U.S. dollars)
(unaudited)

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, February 28, 2014	700,000	0.14	1.1	34,000

Additional information regarding stock options as of February 28, 2014 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:

	Nine months	Nine months
	ended	ended
	February 28,	February 28,
	2014	2013
Risk-free Interest rate	0.34%	0.27%
Expected life (in years)	2.0	2.0
Expected volatility	169%	355%

The weighted average fair value of the stock options granted during 2014 was $0.13 (2013 - $0.15) 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 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

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MANTRA VENTURE GROUP LTD.
(A development stage company)
Notes to the consolidated financial statements
February 28, 2014
(Expressed in U.S. dollars)
(unaudited)

12. Commitments and Contingencies (continued)

	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 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 and 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.

13.	Subsequent Events
	(a)	On March 1, 2014, the Company entered into an agreement with a consultant who will perform public relations services for €$3,500 a month for a period of one year. In addition, the Company issued 500,000 shares of common stock upon execution of the agreement.
	(b)	On March 13, 2014, the Company entered into an agreement with a consultant who will perform services for $7,250 a month for a period of one year commencing on March 17, 2014. In addition, the Company issued 25,000 shares of common stock upon execution of the agreement and is to issue an additional 20,000 shares of common stock per month for the next 11 months.
	(c)	On March 18, 2014, the Company issued 100,000 units at $0.12 per unit for proceeds of $12,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.20 per share of common stock 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.
	(d)	On March 18, 2014, the Company issued 685,000 units at $0.20 per unit for proceeds of $137,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.40 per share of common stock 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 $0.80 per share for seven consecutive trading days.
	(e)	On March 25, 2014, the Company entered into an agreement with a research and development firm who will design, engineer, and build an ERC Energy Demonstration unit for an estimated Cdn$360,000 over a period of approximately 24 weeks. The Company paid the initial deposit of Cdn$190,000, which will be applied to the last two invoices of the project.
	(f)	On April 3, 2014, the Company entered into an agreement with a debt holder to settle the remaining outstanding balance owed for $30,000. Refer to Note 6(h).

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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”, “plan”", “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.

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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 (currently inactive); and

• Climate ESCO Ltd., majority owned, through which we distribute and install LED lighting solutions (currently inactive).

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 Cdn $1.00 per share, for total proceeds of Cdn$3,200,000. As of the closing of this financing, our company received total proceeds of Cdn$525,000 and holds 6,000,000 shares of MEA out of a total of 6,735,000 issued and outstanding.

Effective June 19, 2012, our company’s subsidiary, MEA, entered into a service contract with PowerTech Labs Inc., whereby PowerTech assistedMEA in the evaluation and the development of our ERC(electro-reduction of carbon dioxide) system. As compensation, PowerTech was paid $171,000 plus the cost of materials. 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%. The program has now been completed.

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.

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;

• 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;

• commencing on October 31, 2012 we will pay accrued monthly interest at 10% per annual until April 11, 2013 (Paid);

• we will pay a $10,000 premium on the $150,000 principal of the convertible debenture when we satisfy it on April 11, 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 $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 $0.12 per common share.

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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. Our company has made monthly interest payments for a total of $40,000 as at April 1, 2014.

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 payable in monthly installments of Cdn$1,560. The sublease has not been renewed and we are currently paying the sublease on a month to month basis.

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.

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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 Cdn$250,000 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 Cdn$190,375 for Phase 1. For Phases 2 through 4 Alstom’s planed, but not committed, contribution is estimated at Cdn$456.125 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 Cdn$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.

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 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

18

equal monthly installments. In addition, we granted to each of Mr. Aziznia and Ms. Kazemi, 100,000 stock options to acquire up to 100,000 common shares of our company at a purchase price of $0.10 per share. The 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.

On March 1, 2014, we entered into an agreement with Small Cap Invest Ltd., a Frankfurt-based financial service company. Serving as a contractor, Small Cap Invest will develop investor and public relations across Europe, and use an impressive breadth of experience to ultimately facilitate the penetration and development of Mantra’s technologies in European markets.

On March 13, 2014, we entered into a consulting agreement with DC Consulting LLC (“DCC”), dated effective March 13, 2014, whereby DCC has agreed to provide our company with various services including management consulting, business advisory, shareholder information and public relations which commenced March 17, 2014 and terminates on March 16, 2015. The agreement provides for a monthly cash payment in the amount of $7,250 per month and the issuance of 25,000 shares of our company’s common stock upon execution of the agreement and 20,000 shares of our company’s common stock per month for months 2 to 12.

Effective March 25, 2014, our company, through our subsidiary MEA, entered into letter of engagement with BC Research Inc. pursuant to which BC Research has undertaken to design, engineer and build our company’s ERC demonstration unit. Based in Vancouver, British Columbia, BC Research is the technology commercialization and innovation center of NORAM Engineering and Constructors Ltd., a globally active firm which provides innovative solutions and engineering and equipment packages to the chemical, pulp and paper, minerals processing and electrochemical industries.

The BC Research facility houses a wet chemical laboratory and over 10,000 square feet of pilot plant space, and is where our company is performing its ongoing research and development work on ERC. Pursuant to the letter of engagement BC Research (in collaboration with NORAM) has been engaged to engineer, design and build our company’s ERC demonstration unit for the estimated cost of Cdn$360,000 (approximately $326,000). Engineering and design services for the project will be provided primarily by NORAM engineers and scientists. Our company has delivered the first payment installment of Cdn$190,000 to BC Research and project work has commenced and is estimated to take approximately 24 weeks. We may terminate the agreement at any time and will retain all prior-owned and new intellectual property related to the project.

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”

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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.

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.

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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.

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.

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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.

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 HC_lin 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.

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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 February 28, 2014 and February 28, 2013 are summarized as follows:

								Difference Between
								Three Month Period
								Ended
		Three Months			Three Months			February 28, 2014
		Ended			Ended			and
		February 28, 2014			February 28, 2013			February 28, 2013
		($)			($)			($)
Revenue	$	16,858		$	Nil		$	16,858
Operating expenses	$	218,553		$	177,762		$	40,791
Otherexpenses	$	13,596		$	7,761		$	5,835
Net loss	$	(215,291	)	$	(185,523	)	$	(29,768	)

From our inception on January 22, 2007 to February 28, 2014 we have generated $204,074 in revenues. For the three months ended February 28, 2014 we generated $16,858 in revenues compared to revenues of $Nil generated during the same period in 2013.

Expenses

Our operating expenses for the three month periods ended February 28, 2014 and February 28, 2013 are summarized as follows:

		Three Months Ended
		February 28,			February 28,
		2014			2013
		($)			($)
Business development	$	81		$	10,797
Consulting and advisory	$	24,893		$	27,416
Depreciation and amortization	$	5,048		$	8,623
Foreign exchange loss (gain)	$	(19,588	)	$	(13,723	)
General and administrative	$	11,150		$	11,472
Management fees	$	45,564		$	75,776
Professional fees	$	33,231		$	28,847
Public listing costs	$	5,706		$	3,325
Rent	$	15,821		$	4,500
Research and development	$	91,918		$	(661	)
Travel and promotion	$	1,178		$	21,390
Wages and benefits	$	3,551		$	Nil

For the three months ended February 28, 2014, we incurred total operating expenses of $218,553 compared to total operating expenses for the three months ended February 28, 2013 of $177,762. The $40,791increasein operating expense during 2014 is primarily due to increased research and development activities.

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Net Loss

Since our inception on January 22, 2007 to February 28, 2014, we have incurred a net loss of $8,934,442. For the three months ended February 28, 2014 we have incurred a net loss of $215,291 compared to a net loss of $185,523for the same period in 2013.

Results of Operations for the Nine Month Periods Ended February 28, 2014 and February 28, 2013.

Revenues

Our operating results for nine month periods ended February 28, 2014 and February 28, 2013 are summarized as follows:

								Difference Between
								Nine Month Period
								Ended
		Nine Months			Nine Months			February 28, 2014
		Ended			Ended			and
		February 28, 2014			February 28, 2013			February 28, 2013
		($)			($)			($)
Revenue	$	165,262		$	3,027		$	162,235
Cost of goods sold	$	Nil		$	2,500		$	(2,500	)
Operating expenses	$	823,917		$	1,100,552		$	(276,635	)
Other expenses	$	52,941		$	28,658		$	24,283
Net loss	$	(711,146	)	$	(1,128,683	)	$	417,537

For the nine months ended February 28, 2014 we generated $165,262 in revenues compared to revenues of $3,027generated during the same period in 2013.

From January 22, 2007 (inception) to February 28, 2014, we have an accumulated deficit of $8,693,199. 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.

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Expenses

Our operating expenses for the nine month periods ended February 28, 2014 and February 28, 2013 are summarized as follows:

		Nine Months Ended
		February 28,			February 28,
		2014			2013
		($)			($)
Business development	$	8,743		$	21,012
Consulting and advisory	$	121,837		$	78,951
Depreciation and amortization	$	17,706		$	21,950
Foreign exchange loss (gain)	$	(37,407	)	$	5,044
General and administrative	$	56,172		$	32,453
License fees	$	40,000		$	39,442
Management fees	$	138,512		$	258,087
Professional fees	$	114,017		$	122,748
Public listing costs	$	12,821		$	15,947
Rent	$	39,740		$	13,500
Research and development	$	234,521		$	368,157
Shareholder communications and awareness	$	7,382		$	34,719
Travel and promotion	$	52,086		$	98,542
Wages and benefits	$	17,787		$	Nil

For the nine months ended February 28, 2014, we incurred total operating expenses of $823,917 compared to total operating expenses for the nine months ended February 28, 2013 of $1,100,552. The $276,635 decreasein operating expense during 2014 is primarily due to higher research and development activities and management compensation in the comparable period.

Net Loss

For the nine months ended February 28, 2014 we have incurred a net loss of $711,146 compared to a net loss of $1,128,683for the same period in 2013.

Liquidity and Capital Resources

Working Capital

		At			At
		February 28,			May 31,
		2014			2013
Current Assets	$	33,959		$	79,823
Current Liabilities	$	1,391,991		$	1,206,379
Working Capital Deficit	$	(1,358,032	)	$	(1,126,556	)

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Cash Flows

								January 22,
		Nine Months			Nine Months			2007
		Ended			Ended			(Inception) to
		February 28,			February 28,			February 28,
		2014			2013			2014
Net Cash Used In Operating Activities	$	(444,170	)	$	(1,219,402	)	$	775,232
Net Cash Used In Investing Activities	$	(1,481	)	$	(6,628	)	$	5,147
Net Cash Provided by Financing Activities	$	420,264		$	1,137,030		$	(716,766	)
Change In Cash	$	(25,387	)	$	(89,000	)	$	63,613

As of February 28, 2014, we had $Nil cash in our bank accounts and a working capital deficit of $1,358,032. As of February 28, 2014 we had total assets of $115,581 and total liabilities of $1,621,402.

From January 22, 2007 (date of inception) to February 28, 2014, we raised net proceeds of $5,298,086 in cash from the issuance of common stock and share subscriptions received, $201,571 from loans payable, bank indebtedness of $2,776, and $442,000 from proceeds from the issuance of convertible debentures, offset by repayment of loans payable of $69,009, repayment of convertible debentures of $10,000, and repayment of capital lease obligations of $13,227 for a total of $5,852,197 of cash provided by financing activities for the period.

We received net cash of $420,264 from financing activities for the nine months ended February 28, 2014 compared to $1,137,030for the same period in 2013. During this period we raised $254,683 in cash from the issuance of our common stock and share subscriptions received, and $192,000 from proceeds from the issuance of convertible debentures, and had bank indebtedness of $2,776, offset by repayment of capital lease obligations of $5,306, repayment of loans payable of $13,889, and repayment of convertible debentures of $10,000.

In the comparable period during 2013, we raised cash of $1,191,186 from the issuance of our common stock and share subscriptions received offset by repayment of capital lease obligations of $4,056and repayment of loans payable of $50,100.

We used net cash of $444,170in operating activities for the nine months ended February 28, 2014 compared to $1,219,402for the same period in 2013. We used net cash of $5,609,233 in operating activities for the period from January 22, 2007 (date of inception) to February 28, 2014.

We used cash of $1,481 in investing activities for the nine months ended February 28, 2014 compared to $6,628cash used by investing activities for the same period in 2013.

During the nine months ended February 28, 2014 we had a net decrease of $25,387 in our cash position compared to a net decrease of $89,000for the same period in 2013. Our monthly cash requirements for the nine month period ended February 28, 2014 was $49,352 compared to $135,489for the same period in 2013. At our current cash position and if this cash requirement continues, we do not have sufficient cash to cover our expenses for one month.

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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.

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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.

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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.

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

Effective February 11, 2014, we entered into private placement agreements with four persons.  Pursuant to the agreements, we agreed to the issuance of an aggregate of 575,000 units at a purchase price of USD$0.08 per unit, for total proceeds of $46,000.  Each unit consists of one common share and one-half of one common share purchase warrant.  Each whole common share purchase warrant is exercisable into one share at a price of USD$0.20 per share for a period of the lesser of 24 months from the date of closing or five (5) business days after our company’s common stock trades at least one (1) time per day on the FINRA Over-the-Counter Bulletin Board at a price equal to or above USD$0.40 per share for seven (7) consecutive trading days.

Further on February 11, 2014, we entered into private placement agreements with one person.  Pursuant to the agreements, we agreed to the issuance of an aggregate of 40,000 units at a purchase price of USD$0.12 per unit, for total proceeds of $4,800.  Each unit consists of one common share and one-half of one common share purchase warrant.  Each whole common share purchase warrant is exercisable into one share at a price of USD$0.20 per share for a period of the lesser of 24 months from the date of closing or five (5) business days after our company’s common stock trades at least one (1) time per day on the FINRA Over-the-Counter Bulletin Board at a price equal to or above USD$0.40 per share for seven (7) consecutive trading days.

On February 11, 2014, we entered into private placement agreements with one person.  Pursuant to the agreements, we agreed to the issuance of an aggregate of 100,000 units at a purchase price of USD$0.17 per unit, for total proceeds of $17,000.  Each unit consists of one common share and one-half of one common share purchase warrant.  Each whole common share purchase warrant is exercisable into one share at a price of USD$0.40 per share for a period of the lesser of 24 months from the date of closing or five (5) business days after our company’s common stock trades at least one (1) time per day on the FINRA Over-the-Counter Bulletin Board at a price equal to or above USD$0.60 per share for seven (7) consecutive trading days.

On February 18, 2014, we entered into private placement agreements with seven persons.  Pursuant to the agreements, we agreed to the issuance of an aggregate of 1,205,500 units at a purchase price of USD$0.08 per unit, for total proceeds of $96,440.  Each unit consists of one common share and one common share purchase warrant.  Each whole common share purchase warrant is exercisable into one share at a price of USD$0.15 per share for a period of the lesser of 24 months from the date of closing or five (5) business days after our company’s common stock trades at least one (1) time per day on the FINRA Over-the-Counter Bulletin Board at a price equal to or above USD$0.40 per share for seven (7) consecutive trading days.

On February 18, 2014, we entered into private placement agreements with four persons.  Pursuant to the agreements, we agreed to the issuance of an aggregate of 400,000 units at a purchase price of USD$0.10 per unit, for total proceeds of $40,000.  Each unit consists of one common share and one common share purchase warrant.  Each whole common share purchase warrant is exercisable into one share at a price of USD$0.20 per share for a period of the lesser of 24 months from the date of closing or five (5) business days after our company’s common stock trades at least one (1) time per day on the FINRA Over-the-Counter Bulletin Board at a price equal to or above USD$0.40 per share for seven (7) consecutive trading days.

On February 11, 2014, we issued 515,000 units of the private placements to four (4) non U.S. persons (at that term as defined in Regulation S of the Securities Act of 1933, as amended), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Additionally, on February 11, 2014, we issued 200,000 to two (2) persons pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

On February 18, 2014, we issued 1,291,000 units of the private placements to eleven (11) non U.S. persons (at that term as defined in Regulation S of the Securities Act of 1933, as amended), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Additionally, on February 18, 2014, we issued 314,500 to five (5) persons pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Exhibit Description
(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 with 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)

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Exhibit Number	Exhibit Description
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)
10.14	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)
10.15	Employment Agreement between our subsidiary, Mantra Energy Alternatives Ltd., and Amin Aziznia dated October 17, 2013 (incorporated by reference to our Current Report on Form 8-K filed on )ctober 28, 2013)
10.16	Employment Agreement between our subsidiary, Mantra Energy Alternatives Ltd., and Sona Kazemi dated October 17, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 28, 2013)
10.17	Framework Agreement between our subsidiary, Mantra Energy Alternatives Ltd., and Alstom (Switzerland) Ltd. (incorporated by reference to our Current Report on Form 8-K filed on November 19, 2013)
10.18	Consulting Agreement with DCC Consulting dated March 13, 2014 (incorporated by reference to our Current Report on Form 8-K filed on March 24, 2013)
10.19	Letter of Engagement with BC Research Inc. dated March 25, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 1, 2013)
(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 (wholly owned)
	Mantra China Inc. (wholly owned)
	Mantra China Limited (wholly owned)
	Mantra Media Corp. (wholly owned)
	Mantra NextGen Power Inc. (wholly owned)
	Mantra Wind Inc. (wholly owned)
	Climate ESCO Ltd. (majority owned)
	Mantra Energy Alternatives Ltd. (majority owned)
(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)

31

Exhibit Number	Exhibit Description
(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.

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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: April 21, 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-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 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: April 21, 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 of Mantra Venture Group Ltd. for the period ended February 28, 2014 (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: April 21, 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.

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Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
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	1.1
Stock Options Schedule Of Share-based Compensation, Stock Options, Activity 8	$ 34,000

XML

Commitments and Contingencies (Narrative) (Details)	9 Months Ended
	Feb. 28, 2014 USD ($) M	Feb. 28, 2014 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	65,000
Commitments And Contingencies 16	$ 70,000
Commitments And Contingencies 17	100,000	100,000
Commitments And Contingencies 18	$ 0.10
Commitments And Contingencies 19	24	24

XML

Basis of Presentation (Narrative) (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
Basis Of Presentation 1	$ 1,358,032
Basis Of Presentation 2	$ 8,693,199

XML

Long-term Purchase Commitment (Details) (CAD)	9 Months Ended
	Feb. 28, 2014
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

XML

Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
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	2,924,794
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 4	0.18
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	$ 10,266,913
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 8	0.20

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Property and Equipment

9 Months Ended

Feb. 28, 2014

Property and Equipment [Text Block]

4. Property and Equipment

			February 28,	May 31,
			2014	2013
		Accumulated	Net carrying	Net carrying
	Cost	depreciation	value	value
	$	$	$	$
Computer	5,342	2,076	3,266	3,080
Research equipment	61,971	55,264	6,707	10,533
Vehicles under capital lease	68,340	23,767	44,573	57,158
	135,653	81,107	54,546	70,771

XML

Obligations Under Capital Leases (Narrative) (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
Obligations Under Capital Leases 1	$ 9,000

XML

Loans Payable (Narrative) (Details)	9 Months Ended
	Feb. 28, 2014 USD ($) M	Feb. 28, 2014 CAD
Loans Payable 1	$ 57,156
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	4,471
Loans Payable 9	3,723
Loans Payable 10	9,210
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	17,061
Loans Payable 19		18,895
Loans Payable 20	18,884
Loans Payable 21		18,895
Loans Payable 22	7,500
Loans Payable 23	33,409
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	42,889
Loans Payable 34		47,500
Loans Payable 35	60,281
Loans Payable 36		62,500
Loans Payable 37	27,088
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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Convertible Debentures (Narrative) (Details)	9 Months Ended
	Feb. 28, 2014 USD ($) M	Feb. 28, 2014 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	10,000
Convertible Debentures 27	12,446
Convertible Debentures 28	149,529
Convertible Debentures 29	$ 192,000
Convertible Debentures 30	10.00%	10.00%
Convertible Debentures 31	$ 0.04

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Common Stock (Narrative) (Details)	9 Months Ended
	Feb. 28, 2014 USD ($)	Feb. 28, 2014 CAD
Common Stock 1	67,000	67,000
Common Stock 2		1.00
Common Stock 3	$ 66,277
Common Stock 4	67,000
Common Stock 5	7,231
Common Stock 6	210,000	210,000
Common Stock 7	$ 0.10
Common Stock 8	21,000
Common Stock 9	7,384
Common Stock 10	400,000	400,000
Common Stock 11	$ 0.10
Common Stock 12	40,000
Common Stock 13	$ 0.20
Common Stock 14	$ 0.40
Common Stock 15	1,231,500	1,231,500
Common Stock 16	$ 0.08
Common Stock 17	98,520
Common Stock 18	18,364
Common Stock 19	$ 0.15
Common Stock 20	$ 0.40
Common Stock 21	40,000	40,000
Common Stock 22	$ 0.12
Common Stock 23	4,800
Common Stock 24	$ 0.20
Common Stock 25	$ 0.40
Common Stock 26	575,000	575,000
Common Stock 27	$ 0.08
Common Stock 28	46,000
Common Stock 29	$ 0.20
Common Stock 30	$ 0.40
Common Stock 31	100,000	100,000
Common Stock 32	$ 0.17
Common Stock 33	17,000
Common Stock 34	$ 0.40
Common Stock 35	$ 0.60
Common Stock 36	1,871,588	1,871,588
Common Stock 37	$ 0.08
Common Stock 38	149,727
Common Stock 39	$ 26,000
Common Stock 40	$ 0.20
Common Stock 41	$ 0.40

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Restricted Cash

9 Months Ended

Feb. 28, 2014

Restricted Cash [Text Block]

3. Restricted Cash

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

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Stock Options (Narrative) (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
Stock Options 1	300,000
Stock Options 2	$ 0.20
Stock Options 3	$ 38,200
Stock Options 4	$ 0.13
Stock Options 5	$ 0.15

XML

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
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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Consolidated balance sheets (USD $)	Feb. 28, 2014	May 31, 2013
Current assets
Cash	$ 0	$ 25,387
Amounts receivable	28,496	19,915
Prepaid expenses and deposits	5,463	34,521
Total current assets	33,959	79,823
Restricted cash	27,076	28,750
Property and equipment	54,546	70,771
Total assets	115,581	179,344
Current liabilities
Bank indebtedness	2,776	0
Accounts payable and accrued liabilities	783,243	571,805
Due to related parties	155,207	173,424
Loans payable	243,414	253,227
Obligations under capital leases	7,822	7,826
Convertible debentures	199,529	200,097
Total current liabilities	1,391,991	1,206,379
Loans payable	15,801	31,346
Obligations under capital leases	21,610	29,177
Convertible debentures	192,000	0
Total liabilities	1,621,402	1,266,902
Commitments and contingencies	0	0
Stockholders' deficit
Mantra Venture Group Ltd. 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: 59,444,364 (May 31, 2013 - 55,226,276) shares	594	552
Additional paid-in capital	7,270,144	6,875,939
Common stock subscribed	72,662	115,662
Subscriptions receivable	(58,364)	0
Deficit accumulated during the development stage	(8,693,199)	(8,023,639)
Total Mantra Venture Group Ltd. stockholders' deficit	(1,408,163)	(1,031,486)
Non-controlling interest	(97,658)	(56,072)
Total stockholders' deficit	(1,505,821)	(1,087,558)
Total liabilities and stockholders' deficit	$ 115,581	$ 179,344

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Basis of Presentation

9 Months Ended

Feb. 28, 2014

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 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 February 28, 2014, the Company has a working capital deficit of $1,358,032, has not generated significant revenues, and has an accumulated deficit of $8,693,199 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 Property, Plant and Equipment (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
Property And Equipment Schedule Of Property, Plant And Equipment 1	$ 5,342
Property And Equipment Schedule Of Property, Plant And Equipment 2	2,076
Property And Equipment Schedule Of Property, Plant And Equipment 3	3,266
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	55,264
Property And Equipment Schedule Of Property, Plant And Equipment 7	6,707
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	23,767
Property And Equipment Schedule Of Property, Plant And Equipment 11	44,573
Property And Equipment Schedule Of Property, Plant And Equipment 12	57,158
Property And Equipment Schedule Of Property, Plant And Equipment 13	135,653
Property And Equipment Schedule Of Property, Plant And Equipment 14	81,107
Property And Equipment Schedule Of Property, Plant And Equipment 15	54,546
Property And Equipment Schedule Of Property, Plant And Equipment 16	$ 70,771

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Share Purchase Warrants (Tables)

9 Months Ended

Feb. 28, 2014

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	2,924,794		0.18
Expired	(2,062,500	)	0.20
Balance, February 28, 2014	10,266,913		0.20

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
307,500	0.20	February 11, 2016
50,000	0.40	February 11, 2016
1,631,500	0.15	February 18, 2016
10,266,913

XML

Schedule of Future Minimum Lease Payments for Capital Leases (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 1	$ 2,848
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 2	11,390
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 3	20,493
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 4	34,731
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 5	(5,299)
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 6	29,432
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 7	(7,822)
Obligations Under Capital Leases Schedule Of Future Minimum Lease Payments For Capital Leases 8	$ 21,610

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Commitments and Contingencies (Tables)

9 Months Ended

Feb. 28, 2014

Long-term Purchase Commitment [Table Text Block]

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

XML

Significant Accounting Policies

9 Months Ended

Feb. 28, 2014

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 $)	Feb. 28, 2014	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	59,444,364	55,226,276
Common Stock, Shares, Outstanding	59,444,364	55,226,276

XML

Commitments and Contingencies

9 Months Ended

Feb. 28, 2014

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 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 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 and 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.

XML

Document and Entity Information	9 Months Ended
	Feb. 28, 2014	Apr. 07, 2014
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2014
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		60,754,364
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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Subsequent Events

9 Months Ended

Feb. 28, 2014

Subsequent Events [Text Block]

13.	Subsequent Events
	(a)	On March 1, 2014, the Company entered into an agreement with a consultant who will perform public relations services for €$3,500 a month for a period of one year. In addition, the Company issued 500,000 shares of common stock upon execution of the agreement.
	(b)	On March 13, 2014, the Company entered into an agreement with a consultant who will perform services for $7,250 a month for a period of one year commencing on March 17, 2014. In addition, the Company issued 25,000 shares of common stock upon execution of the agreement and is to issue an additional 20,000 shares of common stock per month for the next 11 months.
	(c)	On March 18, 2014, the Company issued 100,000 units at $0.12 per unit for proceeds of $12,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.20 per share of common stock 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.
	(d)	On March 18, 2014, the Company issued 685,000 units at $0.20 per unit for proceeds of $137,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.40 per share of common stock 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 $0.80 per share for seven consecutive trading days.
	(e)	On March 25, 2014, the Company entered into an agreement with a research and development firm who will design, engineer, and build an ERC Energy Demonstration unit for an estimated Cdn$360,000 over a period of approximately 24 weeks. The Company paid the initial deposit of Cdn$190,000, which will be applied to the last two invoices of the project.
	(f)	On April 3, 2014, the Company entered into an agreement with a debt holder to settle the remaining outstanding balance owed for $30,000. Refer to Note 6(h).

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Consolidated statements of operations (USD $)	3 Months Ended		9 Months Ended		85 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014
Revenue
Technology development revenues	$ 16,858	$ 0	$ 165,262	$ 0	$ 165,262
Product revenues	0	0	0	3,027	38,812
Total revenues	16,858	0	165,262	3,027	204,074
Cost of goods sold	0	0	0	2,500	14,973
Gross profit	16,858	0	165,262	527	189,101
Operating expenses
Business development	81	10,797	8,743	21,012	360,156
Consulting and advisory	24,893	27,416	121,837	78,951	1,099,462
Depreciation and amortization	5,048	8,623	17,706	21,950	199,212
Foreign exchange loss (gain)	(19,588)	(13,723)	(37,407)	5,044	(12,216)
General and administrative	11,150	11,472	56,172	32,453	532,475
License fees	0	0	40,000	29,442	123,511
Management fees	45,564	75,776	138,512	258,087	1,578,368
Professional fees	33,231	28,847	114,017	122,748	1,163,517
Public listing costs	5,706	3,325	12,821	15,947	250,721
Rent	15,821	4,500	39,740	13,500	283,546
Research and development	91,918	(661)	234,521	368,157	1,092,997
Shareholder communications and awareness	0	0	7,382	34,719	688,895
Travel and promotion	1,178	21,390	52,086	98,542	597,960
Wages and benefits	3,551	0	17,787	0	797,531
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	218,553	177,762	823,917	1,100,552	9,001,856
Loss before other income (expense)	(201,695)	(177,762)	(658,655)	(1,100,025)	(8,812,755)
Other income (expense)
Accretion of discounts on convertible debentures	(434)	0	(9,448)	0	(58,376)
Loss on disposal of equipment	0	0	0	0	(14,999)
Gain on settlement of debt	0	1,130	0	1,130	22,332
Government grant income	0	0	0	0	118,324
Interest expense	(13,162)	(8,891)	(43,043)	(29,788)	(188,968)
Total other income (expense)	(13,596)	(7,761)	(52,491)	(28,658)	(121,687)
Net loss for the period	(215,291)	(185,523)	(711,146)	(1,128,683)	(8,934,442)
Less: net loss attributable to the non-controlling interest	16,686	20,292	41,586	67,778	241,243
Net loss attributable to Mantra Venture Group Ltd.	$ (198,605)	$ (165,231)	$ (669,560)	$ (1,060,905)	$ (8,693,199)
Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted			$ (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	57,410,721	51,950,921	56,893,646	49,898,723

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Obligations Under Capital Leases

9 Months Ended

Feb. 28, 2014

Obligations Under Capital Leases [Text Block]

7. Obligations Under Capital Leases

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 February 28, 2014:

Year ending May 31:	$
2014	2,848
2015	11,390
2016	20,493
Net minimum lease payments	34,731
Less: amount representing interest payments	(5,299	)
Present value of net minimum lease payments	29,432
Less: current portion	(7,822	)
Long-term portion	21,610

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

9 Months Ended

Feb. 28, 2014

Loans Payable [Text Block]

6. Loans Payable

(a)	As at February 28, 2014, the amount of $57,156 (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 February 28, 2014, 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 $4,471 (May 31, 2013 - $3,723) which has been included in accounts payable and accrued liabilities.
(c)	As at February 28, 2014, the amount of $9,210 (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 February 28, 2014, 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 February 28, 2014, 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 February 28, 2014, the amount of $17,061 (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 February 28, 2014, the amounts of $7,500 and $33,409 (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 February 28, 2014, $42,889 (Cdn$47,500) (May 31, 2013 - $60,281 (Cdn$62,500)) is owed, of which $27,088 (Cdn$30,000) (May 31, 2013 - $31,346 (Cdn$30,000)) is due over the next twelve months. Refer to Note 13(k).
(i)	As at February 28, 2014, 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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Stock Options (Tables)

9 Months Ended

Feb. 28, 2014

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, February 28, 2014	700,000	0.14	1.1	34,000

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]

	Nine months	Nine months
	ended	ended
	February 28,	February 28,
	2014	2013
Risk-free Interest rate	0.34%	0.27%
Expected life (in years)	2.0	2.0
Expected volatility	169%	355%

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Feb. 28, 2014

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.

Technology Development Revenue [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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Share Purchase Warrants

9 Months Ended

Feb. 28, 2014

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	2,924,794		0.18
Expired	(2,062,500	)	0.20
Balance, February 28, 2014	10,266,913		0.20

As at February 28, 2014, 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
307,500	0.20	February 11, 2016
50,000	0.40	February 11, 2016
1,631,500	0.15	February 18, 2016
10,266,913

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Convertible Debentures

9 Months Ended

Feb. 28, 2014

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. Refer to Note 6(h).

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. During the nine months ended February 28, 2014, the Company repaid $10,000 of the debenture. As at February 28, 2014, the Company had accreted $12,446 of the discount bring the carrying value of the convertible debenture to $149,529.

(b) During the nine months ended February 28, 2014, the Company issued seven convertible debentures for total proceeds of $192,000, which bear interest at 10% per annum, are unsecured, and due two years from the 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

9 Months Ended

Feb. 28, 2014

Common Stock [Text Block]

9.	Common Stock
	(a)	As at February 28, 2014 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.
	(b)	As at February 28, 2014, 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.
	(c)	On February 18, 2014, the Company issued 400,000 units at $0.10 per unit for proceeds of $40,000, which is included in share subscriptions receivable. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.20 per share of common stock 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.
	(d)	On February 18, 2014, the Company issued 1,231,500 units at $0.08 per unit for proceeds of $98,520, $18,364 of which is included in share subscriptions receivable. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.15 per share of common stock 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.
	(e)	On February 11, 2014, the Company issued 40,000 units at $0.12 per unit for proceeds of $4,800. 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 share of common stock 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)	On February 11, 2014, the Company issued 575,000 units at $0.08 per unit for proceeds of $46,000. 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 share of common stock 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.
(g)	On December 18, 2013, the Company issued 100,000 units at $0.17 per unit for proceeds of $17,000. 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 $0.40 per share of common stock 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.
(h)	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 share of common stock 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

9 Months Ended

Feb. 28, 2014

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, February 28, 2014	700,000	0.14	1.1	34,000

Additional information regarding stock options as of February 28, 2014 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:

	Nine months	Nine months
	ended	ended
	February 28,	February 28,
	2014	2013
Risk-free Interest rate	0.34%	0.27%
Expected life (in years)	2.0	2.0
Expected volatility	169%	355%

The weighted average fair value of the stock options granted during 2014 was $0.13 (2013 - $0.15) per option.

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Subsequent Events (Narrative) (Details)	9 Months Ended
	Feb. 28, 2014 USD ($) M	Feb. 28, 2014 CAD
Subsequent Events 1	$ 3,500
Subsequent Events 2	500,000	500,000
Subsequent Events 3	7,250
Subsequent Events 4	25,000	25,000
Subsequent Events 5	20,000	20,000
Subsequent Events 6	11	11
Subsequent Events 7	100,000	100,000
Subsequent Events 8	$ 0.12
Subsequent Events 9	12,000
Subsequent Events 10	$ 0.20
Subsequent Events 11	$ 0.40
Subsequent Events 12	685,000	685,000
Subsequent Events 13	$ 0.20
Subsequent Events 14	137,000
Subsequent Events 15	$ 0.40
Subsequent Events 16	$ 0.80
Subsequent Events 17		360,000
Subsequent Events 18	24	24
Subsequent Events 19		190,000
Subsequent Events 20	$ 30,000

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Obligations Under Capital Leases (Tables)

9 Months Ended

Feb. 28, 2014

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

Year ending May 31:	$
2014	2,848
2015	11,390
2016	20,493
Net minimum lease payments	34,731
Less: amount representing interest payments	(5,299	)
Present value of net minimum lease payments	29,432
Less: current portion	(7,822	)
Long-term portion	21,610

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Significant Accounting Policies (Narrative) (Details)	9 Months Ended
	Feb. 28, 2014
Significant Accounting Policies 1	64.84%
Significant Accounting Policies 2	89.09%

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Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	9 Months Ended
	Feb. 28, 2014
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
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	355.00%

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Consolidated statements of cash flows (USD $)	9 Months Ended		85 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014
Operating activities
Net loss	$ (711,146)	$ (1,128,683)	$ (8,934,442)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures	9,448	0	58,376
Depreciation and amortization	17,706	21,950	199,212
Foreign exchange loss (gain)	(12,076)	5,734	(14,073)
Gain on settlement of debt	0	(1,130)	(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	(8,581)	(32,931)	(28,496)
Inventory	0	2,500	(12,455)
Prepaid expenses and deposits	29,058	4,186	(5,463)
Other assets	0	0	(12,000)
Accounts payable and accrued liabilities	211,438	(3,200)	1,257,448
Due to related parties	(18,217)	(111,918)	155,207
Net cash used in operating activities	(444,170)	(1,219,402)	(5,609,233)
Investing activities
Purchase of property and equipment	(1,481)	(6,628)	(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)	(6,628)	(242,964)
Financing activities
Bank indebtedness	2,776	0	2,776
Repayment of capital lease obligations	(5,306)	(4,056)	(13,227)
Proceeds from loans payable	0	0	201,571
Repayment of loans payable	(13,889)	(50,100)	(69,009)
Proceeds from issuance of convertible debentures	192,000	0	442,000
Repayment of convertible debentures	(10,000)	0	(10,000)
Proceeds from issuance of common stock and subscriptions received	254,683	1,191,186	5,298,086
Net cash provided by financing activities	420,264	1,137,030	5,852,197
Change in cash	(25,387)	(89,000)	0
Cash, beginning of period	25,387	215,600	0
Cash, end of period	0	126,600	0
Non-cash investing and financing activities:
Property and equipment financed under capital lease	0	42,543	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	12,787	0	69,766
Income taxes paid	$ 0	$ 0	$ 0

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Related Party Transactions

9 Months Ended

Feb. 28, 2014

Related Party Transactions [Text Block]

5. Related Party Transactions

During the nine months ended February 28, 2014, the Company incurred management fees of $92,263 (2012 - $52,000) and rent of $13,500 (2012 - $Nil) to the President of the Company.

During the nine months ended February 28, 2014, the Company incurred management fees of $46,197 (2012 - $45,000) to the spouse of the President of the Company.

During the nine months ended February 28, 2014, the Company incurred research and development fees of $43,552 (2012 - $50,000 in management fees incurred) to a director of the Company.

As at February 28, 2014, the Company owes a total of $88,907 (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.

As at February 28, 2014, the Company owes $42,917 (May 31, 2013 - $11,515) to the spouse of the President of the Company which is non-interest bearing, unsecured, and due on demand.

As at February 28, 2014, the Company owes $23,383 (May 31, 2013 - $23,383) to a director of the Company which is non-interest bearing, unsecured, and due on demand.

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Related Party Transactions (Narrative) (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
Related Party Transactions 1	$ 92,263
Related Party Transactions 2	52,000
Related Party Transactions 3	13,500
Related Party Transactions 4	0
Related Party Transactions 5	46,197
Related Party Transactions 6	45,000
Related Party Transactions 7	43,552
Related Party Transactions 8	50,000
Related Party Transactions 9	88,907
Related Party Transactions 10	138,526
Related Party Transactions 11	42,917
Related Party Transactions 12	11,515
Related Party Transactions 13	23,383
Related Party Transactions 14	$ 23,383

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Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
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	307,500
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 18	0.20
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 19	50,000
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 20	0.40
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 21	1,631,500
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 22	0.15
Share Purchase Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 23	$ 10,266,913

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Property and Equipment (Tables)

9 Months Ended

Feb. 28, 2014

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

			February 28,	May 31,
			2014	2013
		Accumulated	Net carrying	Net carrying
	Cost	depreciation	value	value
	$	$	$	$
Computer	5,342	2,076	3,266	3,080
Research equipment	61,971	55,264	6,707	10,533
Vehicles under capital lease	68,340	23,767	44,573	57,158
	135,653	81,107	54,546	70,771