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) July 31, 2012

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

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

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))

2

On July 31, 2012, Mantra Energy Alternatives Ltd. (“Mantra Energy”), a subisidiary of Mantra Venture Group Ltd., entered into a Master Services Agreement with Tekion (Canada), Inc. (“Tekion”). Mantra Energy’s ERC technology converts 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. Mantra Energy has engaged Powertech Labs to do further engineering on the system. In order to get this technology to commercialization, Tekion has proposed a program that will run in parallel to the Powertech program to help Mantra with some of the critical issues regarding this process.

Pursuant to the terms of the Master Services Agreement, Tekion will provide services to Mantra Energy as follows:

Also on July 31, 2012, Mantra Energy entered into a SOW with Tekion setting out the work summary, deliverables, budgets and timelines in several stages as follows:

Stage 1 – Baseline electrode/membrane materials selection.
     Budgeted Cost: $ 49,900 + materials 
     Timeline: 8 weeks

Stage 2a – Reactor scale-up 
     Budgeted Cost: $ 74,850 + materials 
     Timeline: 12 weeks (parallel with Stages 1, 2b)

Stage 2b – Improving catalyst functionality (if required) 
     Budgeted Cost: $ 62,375 + materials 
     Timeline: 10 weeks (parallel with Stage 2a)

Stage 3 – Single cell characterization 
     Budgeted Cost: $ 49,900 + materials 
     Timeline: 4 weeks

Stage 4 – Conceptual 100 kg/day pilot plant design 
     Budgeted Cost:$ 24,950 + materials 
     Timeline: 4 weeks

Mantra Energy provided an upfront payment to Tekion of $50,000 on the signing of the SOW.

The descriptions of the Master Services Agreement and the SOW contained in this Item 1.01 is a summary and is qualified in its entirety by reference to the copy of the service contract that are attached hereto as an exhibit, and which are incorporated herein by reference.

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.