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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 3, 2012

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

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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Item 1.01         Entry into Material Definitive Agreement

Item 5.02         Departure of Directors or Principal Officers; Appointment of Principal Officers

On April 3, 2012, we entered into a consulting agreement with BC0848571 Ltd., a company controlled by Tommy Unger, whereby Mr. Unger has agreed to provide consulting services as our company’s vice president of corporate finance for a period of twelve (12) months. In consideration for agreeing to provide such consulting services by Mr. Unger, we have agreed to salary of $7,500 per month and to grant 250,000 options to acquire 250,000 shares of our common stock at a purchase price of $0.03 per share. These options are non-transferrable, vest immediately and expire the earlier of 24 months, or upon the termination of the consulting agreement.

We issued the stock options to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S of the Securities Act of 1933.

Tommy Unger

Mr. Unger has been a member of our board of directors since February 20, 2012.

In April 2001, Mr. Unger started his first business franchise called Your Dollar Store With More, a dollar store merchandise supplier, located in Prince George, British Columbia, Canada. He franchised a second store within a couple years thereafter. As the owner, his primary duties and responsibilities include overseeing the day to day operations of the two franchises. From April 2001 to June 2006, he was a cell operator at Rio Tinto Alcan Inc., an international mining company (previously known as Alcan Inc.) in Kitmat, British Columbia, Canada. As a cell operator his duties and responsibilities included working with a team to ensure the process from alumina to molten aluminum occurred smoothly in the day to day operations.

From August 2009 to October 2011, Mr. Unger was an investment representative at Fast Track Group, a finance investment company located in St. Albert, Alberta, Canada. As an investment representative his duties and responsibilities included raising capital for the company.

Since November 2011, Mr. Unger has been working in the business development sector with Vision Investment Properties, a property investment company located in Vancouver, British Columbia, Canada. His primary duties and responsibilities include raising capital and offering investment properties to potential buyers.

We appointed Mr. Unger as a member to our board of director due to his success in operating a business and raising capital.

Other than as described above, there have been no other transactions since the beginning of our last fiscal year or any currently proposed transactions, in which we are, or plan to be, a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related persons had or will have a direct or indirect material interest. There are no family relationships between any of the directors and officers described in the preceding disclosure.

Item 9.01         Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MANTRA VENTURE GROUP LTD.