HWN, INC. - FORM 10-K - September 18, 2015

Attached files

file	filename
EX-31.02 - EXHIBIT 31.02 - HWN, INC.	exhibit31-2.htm
EX-31.01 - EXHIBIT 31.01 - HWN, INC.	exhibit31-1.htm
EX-32.01 - EXHIBIT 32.01 - HWN, INC.	exhibit32-1.htm

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

FORM 10-K

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

For the Fiscal Year Ended May 31, 2015

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		(IRS Employer Identification No.)
or organization)

#562 – 800 15355 24^thAvenue
Surrey, British Columbia, Canada	V4A 2H9	(604) 560-1503
(Address of principal executive office)	(Zip Code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Name of each exchange on which registered
Common Stock, $0.001 par value	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes [ ] No [X]

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.
Yes [X] 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

The aggregate market value of the voting common equity held by non-affiliates as of November 30, 2014, based on the closing sales price of the Common Stock as quoted on the OTCQB was $14,416,955. For purposes of this computation, all officers, directors, and 5 percent beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed an admission that such directors, officers, or 5 percent beneficial owners are, in fact, affiliates of the registrant.

As of September 16, 2015, there were 72,383,203 shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

		PAGE
PART I

Item 1.	Business	3
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	38
Item 2.	Properties	39
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	39

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	40
Item 6.	Selected Financial Data	41
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	48
Item 8.	Financial Statements and Supplementary Data	F-1 – F-18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	50

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	51
Item 11.	Executive Compensation	51
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	51
Item 13.	Certain Relationships and Related Transactions, and Director Independence	51
Item 14.	Principal Accounting Fees and Services	51

PART IV

Item 15.	Exhibits, Financial Statement Schedules	52

	Signatures	54

PART I

ITEM 1 - BUSINESS

This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Factors” below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

This Annual Report on Form 10-K includes the accounts of Mantra Venture Group Ltd., a Nevada corporation (“Mantra”), together with its subsidiaries, as follows, collectively referred to as “we”, “us” or the “Company”: Mantra Energy Alternatives Ltd., a British Columbia corporation, Mantra Hong Kong Ltd., a Hong Kong corporation, Mantra NextGen Power Inc., a British Columbia corporation, Mantra Energy Alternatives UK Ltd.., a United Kingdom corporation, and Climate ESCO Ltd., A British Columbia corporation. All the subsidiaries are direct subsidiaries of Mantra and are wholly-owned with the exception of Climate ESCO Ltd., which is 65% owned and Mantra Energy Alternatives Ltd., which is 88% owned.

Description of Business

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 1562 128th Street, Surrey, British Columbia, Canada, V4A 3T7. 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. To carry out our business strategy we have acquired or licensed from third parties technologies that require further development before they can be brought to market. We are also developing 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 have also entered into formal relationships with consultants, contractors, retailers and manufacturers who specialize in the areas of environmental sustainability in order to carry out our business strategy.

We have acquired and own a process for the electro-reduction of carbon dioxide (“ERC”) and have the exclusive world license for a mixed-reactant fuel cell (“MRFC”). We are developing these technologies toward commercial applications.

In the past we have contracted out our development work to various laboratories. As of July 1, 2014, we have been carrying out research and development on these technologies in our own internal laboratory with our own staff in Vancouver, BC. These activities include: experimentation to improve the process performance; process and economic modeling to optimize the costs of a commercial system; design and simulation of pilot systems for technology demonstration and validation; business development activities such as the establishment of strategic and technology development partners; and the design and fabrication of laboratory prototypes, among others.

We currently carry on our business through our subsidiary, Mantra Energy Alternatives Ltd. (“MEA”), through which we identify, acquire, develop and market technologies related to alternative energy production and reduction of greenhouse gas emissions and resource consumption. We also have a number of inactive subsidiaries, which we plan to engage in various businesses in the future.

Since our inception, we have incurred operational losses and we have completed several rounds of financing to fund our operations.

On May 25, 2015, the company released a demonstration video of its MRFC technology. This video showcased the fuel cell powering an electric scooter, and was designed to demonstrate the capabilities of the technology to strategic partners and investors.

Collaboration with Alstom (Switzerland) Ltd.

On June 24, 2013, we 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 CO₂to 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 five 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. Through this project, we deriveour only current source of revenue. From Phases 1 and 2, we received approximately CDN$435,563. In November 2014,the project was approved for advance to the subsequent phase (to Phase 3 from Phase 2). The budget for Phase 3, which began in January 2015, is CDN$180,375 and it was projected to last eight months. Phase 3 will be completed at the end of September 2015. The work that has been done during this phase includes further improvements to the reactor design and operating conditions, scale-up of the reactor, development of a reactor simulation model, and further development and analysis of the process economic model. Mantra and Alstom are also actively seeking external funding to support the execution of the projects.

Electro Reduction of Carbon Dioxide (“ERC”)

We previously acquired 100% ownership in and to a certain chemical process for the electro-reduction of carbon dioxide. The reactor at the core of the chemical process, referred to as the electrochemical reduction of carbon dioxide (CO₂), or “ERC”, has been proven functional through small-scale prototype trials and limited scale-up trials. ERC offers a possible solution to reduce the impact of CO₂emissions on Earth’s environment by converting CO₂into 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.

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 CO₂reduction (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 and its salts have been obtained on tin cathodes with current efficiencies above 80%, at industrially relevant conditions.

ERC Development to Date

In October of 2008, we completed our first ERC prototype reactor capable of processing 1 kilogram of CO₂per day. We anticipate that commercialization of ERC will require us to develop reactors capable of processing not less than 100 tons of CO₂per 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. This testing is underway in our research facilities, and is complemented by the parallel engineering of a scaled-up demonstration plant by BC Research Inc.

Pictured Above, Design for Bench Scale ERC Reactor

Established and Emerging Market for ERC and its Chemical Products

The technology behind ERC can be applied to any scale commercial venture which outputs CO₂into the atmosphere, though it is expected to be most effective when applied to large scale stationary sources. We anticipate that, once fully commercialized, we will be able to offer ERC as a CO₂management system to various industry including steel, cement, fermentation processes, power generation and pulp and paper.

As described, the ERC process can be used to produce a variety of different chemical products from CO₂. The first products that Mantra are targeting are formic acid and its salts. These products have existing markets as commodity chemicals and sell for between $1,000 and $1,500 per tonne, with global consumption being in excess of 600,000 tonnes per year. Formic acid and its salts are used in a variety of industrial applications, including silage preservation, leather tanning, textiles production, oil well drilling, and de-icing, and show enormous potential for market expansion through their use in chemical energy storage.

However, if the ERC process reaches market acceptance as a way to deal with CO₂emissions from industry facilities, 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 energy storage.

Mixed-Reactant Fuel Cell (MRFC)

We retain the exclusive worldwide license for the MRFC technology. The MRFC is a novel fuel cell architecture that utilizes a mixture of the fuel and oxidant, and as a result, does not need a membrane. Conventional fuel cells (typically powered by hydrogen or methanol) must keep the fuel and oxidant separate, leading to several complications: a costly, failure-prone ion-selective membrane must be used to separate but ionically connect the cathode and anode chambers; complex reactant distribution and manifolding; and heavy, thick bipolar plates for separating cells. By contract, the MRFC has no membrane, has a simple reactant distribution mechanism, and contains no bipolar plates; as a result, the system is projected to be cheaper, lighter, and more robust than conventional fuel cells.

The MRFC thus offers the potential to provide distributed or grid-connected clean, affordable heat and power. Being very versatile due to its simplicity, the MRFC can address several markets, including emergency backup power, stationary combined heat and power, industrial vehicles such as forklifts, and transportation. The first target market for this technology is distributed emergency backup power for telecommunications.

The MRFC was invented and developed at the University of British Columbia by Professor Emeritus Colin Oloman and his team. In July 2014, we brought the technology into our internal lab for development, which culminated in May 2015 in a video we released showcasing an electric scooter powered exclusively by our MRFC technology. This video was intended to promote the technology to strategic partners and investors. Much of our research budget and activity over the period of January to May 2015 was dedicated to the design and construction of this scooter and the subsequent production of the demonstration video.We are currently exploring possibilities for joint development of the fuel cell with strategic partners.

Energy Storage

Formate salts and formic acid, which can be produced from CO₂via ERC, are excellent energy carriers and effective fuels for the MRFC. Thus, the integration of ERC and MRFC represents an energy storage solution whereby intermittent renewable electricity can be stored as formate/formic acid when it is available, and liberated when it is needed. The availability of energy storage is widely recognized as the next most critical factor for increased renewables penetration.

Competition

There are several existing alternative methods to ERC which convert CO₂into useful products. Other methods include, for example:

Thermo-chemical reactions to produce carbon monoxide, formic acid, methane or methanol;
Bio-chemical reactions to produce methane;
Photo-chemical reactions to produce carbon monoxide, formaldehyde or formic acid; and
Photo-electro-chemical reaction to produce carbon monoxide and possibly methane & methanol.

Some thermo-chemical methods are established commercial industrial processes (e.g. production of methanol from CO₂) however, like ERC, most of these alternative methods of CO₂conversion are still at the level of laboratory research and development projects. These alternative methods typically suffer from the following problems:

Low reaction rate and low CO₂space velocity make it too costly and time consuming to process industrial quantities of CO₂;
Low selectivity for specified product(s) makes it harder to control product yield;
High operating temperature and pressure requires large quantities of fossil fuels to power reaction; and
Highly expensive and cumbersome hydrogen (H₂) is required as a feed reactant.

Based on scholarship and test results to date, we believe that, compared with alternative methods of CO₂conversion, ERC, when converting CO₂to formate or formic acid, has several notable advantages including the following:

Medium reaction rate allows for commercially viable CO₂processing times;
Medium CO₂space velocity gives the ability to treat comparatively large volumes of CO₂;
High product selectivity for formate and formic acid;
Low operating temperature and pressure make it possible to rely on renewable sources of electricity instead of fossil fuels; and
Hydrogen (H₂) is not required as feed reactant.

In addition to these advantages, we consider most developers of CO2 utilization technologies to not be directly competitive with Mantra. This is because a) the supply of CO2from industrial sources is very large, allowing for multiple technologies to be successful commercially, and b) most technologies generate different products from CO2 than those produced by Mantra, and thus will not be competitors in the sale of chemical products.

However, because ERC has not yet been tested at a commercially viable scale, there is no guarantee that any of the advantages cited by us will translate into actual competitive advantages for ERC over competing methods for CO₂conversion at an industrial scale. Also, like other competing methods, ERC suffers from fast cathode deterioration, and we must successfully isolate or develop a better ERC cathode in order to gain a competitive advantage in this regard. We have had success developing methods for improving the activity and extending the lifetime of the cathode at the bench scale and expect these methods to translate into significant process improvements as ERC is scaled up.

Our competition consists of a number of small companies capable of competing effectively in the alternative energy market as well as several large companies that possess substantially greater financial and other resources than we do. Many of these competitors are substantially larger and better funded than us, and have significantly longer histories of research, operation and development. Our competitors include technology providers or energy producers using biomass combustion, biomass anaerobic digestion, geothermal, solar, wind, new hydro and other renewable energy sources. In addition, we will face well-established competition from electric utilities and other energy companies in the traditional energy industry who have substantially greater financial resources than we do.

Our competitors may be able to offer more competitively priced and more widely available energy products than ours and they also may have greater resources than us to create or develop new technologies and products.

Therefore, there is no assurance that we will be successful in competing with existing and emerging competitors in the alternative energy industry or traditional energy industry.

We plan to identify business opportunities with interested parties and potential customers by networking and participating in conferences and exhibitions related to greenhouse gas emissions reduction and alternative energy sources and technologies. The strategic and geographic focus of our business is currently the North American market. We believe that one of our competitive advantages is our online carbon reduction marketplace which brings energy/carbon reduction products and service providers into direct contact with consumers and enables the facilitation of business contacts. The focus of our online carbon reduction marketplace is not on business-to-business carbon trading, as is the case with many of our competitors.

While our competitors may be operating similar business models, we plan to build our competitive position in the industry by:

filling our Scientific Advisory Board with skilled and proficient professionals;
developing and acquiring technologies to establish sustainable fuel supply chains;

providing a comprehensive range of services; and
providing marketing and promotion services to generate public awareness and enhance the reputation of sustainability initiatives.

However, since we are still a young company, we face the same problems as other start-up companies in other industries. Our competitors may develop similar technologies to ours and use the same methods as we do, and they may generally be able to respond more quickly to new or emerging technologies and changes in legislation and industry regulation. Additionally, our competitors may devote greater resources to the development, promotion and sale of their technologies or services than we do. Increased competition could also result in loss of key personnel, reduced margins or loss of market share, any of which could harm our business.

Government Regulations

Some aspects of our intended operations, upon commercial deployment of our technologies, will be subject to a variety of federal, provincial, state and local laws, rules and regulations in North America and worldwide relating to, among other things, worker safety and the use, storage, discharge and disposal of environmentally sensitive materials. For example, we are subject to the Resource Conservation Recovery Act (“RCRA”), the principal federal legislation regulating hazardous waste generation, management and disposal.At this time, our small-scale laboratory operations are in compliance with, but are not significantly impacted by, waste disposal regulations.

Under some of the laws regulating the use, storage, discharge and disposal of environmentally sensitive materials, an owner or lessee of real estate may be liable for the costs of removing or remediating certain hazardous or toxic substances located on or in, or emanating from, such property, as well as related costs of investigation and property damage. Laws of this nature often impose liability without regard to whether the owner or lessee knew of, or was responsible for, the presence of the hazardous or toxic substances. These laws and regulations may require the removal or remediation of pollutants and may impose civil and criminal penalties for violations. Some of the laws and regulations authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation and abandonment orders. The costs arising from compliance with environmental and natural resource laws and regulations may increase operating costs for both us and our potential customers. We are also subject to safety policies of jurisdictional-specific Workers Compensation Boards and similar agencies regulating the health and safety of workers.

In addition to the forgoing, in the future our U.S., Canadian and global operations may be affected by regulatory and political developments at the federal, state, provincial and local levels including, but not limited to, restrictions on offset credit trading, the verification of offset projects and related offset credits, price controls, tax increases, the expropriation of property, the modification or cancellation of contract rights, and controls on joint ventures or other strategic alliances.

We are not aware of any material violations of environmental permits, licenses or approvals issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our intended business. At this time, we do not anticipate any material capital expenditures to comply with environmental or various regulations and requirements.

While our intended projects or business activities have been designed to produce environmentally friendly green energy or other alternative products for which no specific regulatory barriers exist, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs and decreasing potential demand for our technologies, products or services, which could have a material adverse effect on our results of operations.

Research and Development Expenditures

During the year ended May 31, 2015, we spent $698,567 on research and development. For the last two fiscal years, we have spent $1,094,845 on research and development. We anticipate that we will incur $4,200,000 in expenses on research and development (including wages and commercialization efforts) for ERC and MRFC,as well as other technologies we may acquire over the next 12 months.We believe that we may receive public funding and/or the award of further contract research and development projects during the 2016 fiscal year, which will help meet the financing necessary to carry out these activities.

Employees

As of September 16, 2015, we had eight full-time employees, including three in management, one in administrative duties and four in research and development. Additionally, we have retained a number of consultants for legal, accounting and investor relations services.None of our employees are represented by a collective bargaining agreement, and we believe that our relations with our employees are good.

Intellectual Property

We previously acquired the process for the “Continuous Co-Current Electrochemical Reduction of Carbon Dioxide”, or the ERC technology, on November 2, 2007 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⁽¹⁾

(1)	The Patent Cooperation Treaty, an international patent law treaty, provides a unified procedure for filing patent applications to protect inventions in each of its contracting states.

The Patent Cooperation Treaty filing was made with a Receiving Office in 2006 and a written opinion was issued by International Searching Authority regarding the patentability of the invention which is the subject of the application. Finally, the examination and grant procedures will be handled by the relevant national or regional authorities. On March 31, 2008 we initiated the national patent process. The national patent process has been initiated in in Europe, the U.S., Canada, Australia, India, and China.

As of the date of this annual 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”
Australia	2012202601	May 1, 2014	“Continuous Co- Current Electrochemical Reduction of Carbon Dioxide”
Canada	CA2625656 C	December 19, 2014	“Continuous electro-chemical reduction of carbon dioxide”

We have not filed for protection of our trademark. We own the copyright of our logo and all of the contents of our website, www.mantraenergy.com.

ITEM 1A - RISK FACTORS

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 1B – UNRESOLVED STAFF COMMENTS

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2 – PROPERTIES

Our principal executive offices are located at 1562 128th Street, Surrey, British Columbia, Canada V4A 3T7. Our telephone number is (604) 560-1503. The office is approximately 1,200 square feet in size and is leased for a term of 24 months. The lease began on June 1, 2014 and will end in June 2016. Currently we pay approximately $1,300 per month for our office space in Surrey.

Our research facilities are located at 202-3590 West 41^st Avenue, Vancouver, British Columbia, Canada, V6N 3E6. The telephone number is (604) 267-4005. The facility is approximately 1,400 square feet in size and is leased for a term of two years beginning on July 1, 2014. Currently we pay approximately $3,600 per month in rent.

We believe that our existing facilities are suitable and adequate to meet our current business requirements. We maintain a website at www.mantraenergy.com and the information contained on that website is not deemed to be a part of this annual report.

ITEM 3 - LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

Our common stock is currently available for quotation on the OTCQB market under the symbol “MVTG.” Previously, our common stock was available for quotation on the Over-the-Counter Bulletin Board under the symbol “MVTG.”

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

	Fiscal Year 2014
	High	Low
First Quarter	$0.19	$0.10
Second Quarter	$0.15	$0.072
Third Quarter	$0.18	$0.0471
Fourth Quarter	$0.744	$0.18

	Fiscal Year 2015
	High	Low
First Quarter	$0.645	$0.45
Second Quarter	$0.67	$0.30
Third Quarter	$0.37	$0.23
Fourth Quarter	$0.29	$0.115

On September 15, 2015, the closing sale price of our common stock, as reported by the OTC Markets, was $0.08 per share. On September 16, 2015, there were 422 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of the Board and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board deems relevant.

Recent Sales of Unregistered Securities

During the quarter ended May 31, 2015, we sold 138,889 shares of common stock for $25,000.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our registered securities during the period covered by this Annual Report.

ITEM 6 – SELECTED FINANCIAL DATA

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors known to us could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for materials, and competition.

Business Overview

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. To carry out our business strategy, we have acquired or licensed technologies from third parties that require further development before they can be brought to market. We are also developing 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 have also entered into formal relationships with consultants, contractors, retailers and manufacturers who specialize in the areas of environmental sustainability in order to carry out our business strategy.

In the past, we contracted out our development work to various laboratories. As of July 1, 2014, we have been carrying out research and development on these technologies in our own internal laboratory with our own staff in Vancouver, BC. These activities include: experimentation to improve the process performance; process and economic modeling to optimize the costs of a commercial system; design and simulation of pilot systems for technology demonstration and validation; business development activities such as the establishment of strategic and technology development partners; and the design and fabrication of laboratory prototypes, among others.

Current trends are positive for the company, as government regulation, public sentiment and industrial players increasingly support technological solutions with reduced environmental impacts. Specifically, regulations on carbon emissions (such as the BC carbon tax or the US EPA’s recently announced Clean Power Plan) are placing costs or limitations on the amount of CO₂that emitters can release into the atmosphere. The two technologies that currently make up our portfolio both directly address CO₂emissions and contribute to their reduction.

Results of Operations

Fiscal year Ended May 31, 2015 Compared to Fiscal year Ended May 31, 2014

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended May 31, 2015 and 2014.

Our operating results for the years ended May 31, 2015 and 2014 are summarized as follows:

		Year Ended
		May 31,
		2015			2014
Revenue	$	198,908		$	274,584
Operating Expenses	$	(2,110,013	)	$	(1,568,122	)
Other Income (Expense)	$	(378,926	)	$	(59,222	)
Net Loss	$	(2,215,621	)	$	(1,352,760	)

Revenue

Our revenue for the year ended May 31, 2015 was $198,908, compared to our revenue for the year ended May 31, 2014, which was $274,584, representing approximately a 28% decrease. During the year ended May 31, 2015, revenue decreased because the contracted research project that we are conducting for our client Alstom advanced into a new phase (from Phase 2 to Phase 3). Phase 3 of this project has a smaller budget than Phase 2 due to reduced research activities, and as such, our revenue derived from this project has reduced accordingly.

Operating Expenses

Our operating expenses for the years ended May 31, 2015 and May 31, 2014 are outlined in the table below:

		Year Ended
		May 31,
		2015			2014
Business development	$	23,683		$	40,300
Consulting and advisory	$	442,408		$	342,307
Depreciation and amortization	$	40,769		$	25,771
Foreign exchange loss (gain)	$	(46,123	)	$	(88,728	)
General and administrative	$	137,494		$	132,674
License fees	$	45,941		$	40,000
Management fees	$	280,950		$	184,463
Professional fees	$	133,836		$	168,354
Public listing costs	$	39,651		$	24,405
Rent	$	64,196		$	57,853
Research and development	$	698,567		$	396,278
Shareholder communications and awareness	$	26,931		$	7,382
Travel and promotion	$	178,442		$	199,327
Wages and benefits	$	43,268		$	37,736
TOTAL	$	2,110,013		$	1,568,122

The increase in operating expenses for the year ended May 31, 2015, compared to the same period in fiscal 2014, was mainly due to increases in research and development, consulting and advisory fees and management fees. The increase in research and development were mainly the result of an increase in stock-based compensation and research and development activities. The increase in consulting and advisory and management fees was mainly the result of increased stock-based compensation. We also had increases in deprecation due to increased capital assets subject to amortization in the current year compared to the prior year, in shareholder communications and awareness from increased efforts and expenditures to improve our visibility to investors in new regions, such as Europe, Japan and the U.S., including travel to and within these regions and exhibiting and attending corresponding conferences.

Slightly offsetting those increases were decreases in business development as we had an ongoing research and development contract, and our focus was on executing this contract as opposed to further expanding business activities, professional fees because of changes to our auditing firm and legal firm that resulted in reduced costs, as well as a reduced number of patent applications being filed, travel and promotion as a result of a decrease in travel during the current year compared to the prior year and a decrease in foreign exchange gain as a result of the relative increase in the value during fiscal 2015 of the U.S. Dollar against the Canadian Dollar. Our revenues are largely in Canadian Dollars and a substantial amount of our expenses are paid in Canadian Dollars.

Our general and administrative expenses consist of office occupation expenses, communication expenses (cellular, internet, fax and telephone), bank charges, foreign exchange, courier, postage costs and office supplies. Our professional fees include legal, accounting, and auditing fees. Business development, consulting and advisory costs include fees paid, shares issued and options granted to contractors and advisory board members.

Liquidity and Financial Condition

As of May 31, 2015, our total current assets were $166,204 and our total current liabilities were $1,524,500, resulting in a working capital deficit of $1,358,296 compared to working capital of $348,045 as at May 31, 2014.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have historically raised additional capital through equity offerings and loan transactions.

Cash Flows

		Year Ended			Year Ended
		May 31,			May 31,
		2015			2014
Net Cash Used in Operating Activities	$	(1,192,006	)	$	(1,302,235	)
Net Cash Used In Investing Activities	$	(61,773	)	$	(78,808	)
Net Cash Provided by Financing Activities	$	329,339		$	2,287,542
Cash (decrease) increase during the year	$	(924,440	)	$	906,499

The decrease in cash that we experienced during fiscal 2015 as compared to an increase of cash during fiscal 2014 was primarily due to the decrease during fiscal 2015 of cash received from the sale of our common stock, as we only raised $329,339 from financing activities during fiscal 2015, compared to $2,287,542 in the prior year. We expect that our total expenses will increase over the next year as we increase our business operations, which is subject to raising additional funds, for which we currently have no commitments. 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, subject to raising additional funds, we plan to primarily concentrate on commercializing our ERC technology and associated projects.

Description	Estimated expenses ($)
Research and Development	500,000
Consulting Fees	250,000
Commercialization of ERC	3,000,000
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 $5,100,000 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 our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our 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.

Basis of Presentation/Principles of Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of our company and our 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 64.55% owned and Mantra Energy Alternatives Ltd., which is 88.21% owned. All inter-company balances and transactions have been eliminated.

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, valuation of inventory, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that we believe 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.

Accounts Receivable

Our company recognizes allowances for doubtful accounts to ensure accounts receivable are not overstated due to the inability or unwillingness of its customers to make required payments. The allowance is based on historical bad debt expense, the age of receivable and the specific identification of receivables our company considers at risk.

Intangible Assets

Intangible assets consist of patents and are stated at cost and have a definite life. Intangible assets are amortized over their estimated useful lives. Our company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. Our company has no intangibles with indefinite lives.

Long-lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, our company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Technology Development Revenue Recognition

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.

Research and Development Costs

Research and development costs are expensed as incurred.

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.

Recent Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANTRA VENTURE GROUP LTD.

Report of Independent Registered Public Accounting Firm	F-2

Consolidated balance sheets as of May 31, 2015 and 2014	F-3

Consolidated statements of operations for the years ended May 31, 2015 and 2014	F-4

Consolidated statements of stockholders’ equity (deficit) for the years ended May 31, 2015 and 2014	F-6 – F-7

Consolidated statements of cash flows for the years ended May 31, 2015 and 2014	F-8

Notes to consolidated financial statements	F-9 – F-18

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Mantra Venture Group Ltd.

We have audited the accompanying balance sheets of Mantra Venture Group Ltd. as of May 31, 2015 and 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows each of the two years in the period ended May 31, 2015. Mantra Venture Group Ltd.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mantra Venture Group Ltd. as of May 31, 2015 and 2014, and the results of its operations and its cash flows for each of two years in the period ended May 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has an accumulated deficit of $11,529,916 and a working capital deficit of $1,358,296 as of May 31, 2015 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT
September 18, 2015

F-2

MANTRA VENTURE GROUP LTD.
Consolidated balance sheets
(Expressed in U.S. dollars)

	May 31,		May 31,
	2015		2014
	$		$
ASSETS

Current assets

Cash	7,446		931,886
Accounts receivable	25,527		163,591
Deferred finance costs	7,085		–
Prepaid expenses and deposits	126,146		504,697

Total current assets	166,204		1,600,174

Deposit	8,000		–
Restricted cash	20,734		27,374
Property and equipment, net	90,205		94,231
Intangible assets, net	54,577		29,547

Total assets	339,720		1,751,326

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

Accounts payable and accrued liabilities	613,875		715,053
Due to related parties	112,193		159,994
Loans payable	190,106		204,176
Obligations under capital lease	17,325		8,246
Convertible debentures (net of discount of $189,520)	237,333		164,660
Derivative liability	353,668		–

Total current liabilities	1,524,500		1,252,129

Obligations under capital lease	–		19,856
Convertible debentures (net of discount of $nil)	–		16,640

Total liabilities	1,524,500		1,288,625

Stockholders’ equity (deficit)

Mantra Venture Group Ltd. stockholders’ equity (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: 71,516,581 (May 31, 2014 – 69,157,322) shares	715		692

Additional paid-in capital	10,462,265		9,679,880

Subscriptions receivable	–		(1,791	)

Common stock subscribed	74,742		216,391

Accumulated deficit	(11,529,916	)	(9,314,295	)

Total Mantra Venture Group Ltd. stockholders’ equity (deficit)	(992,194	)	580,877

Non-controlling interest	(192,586	)	(118,176	)

Total stockholders’ equity (deficit)	(1,184,780	)	462,701

Total liabilities and stockholders’ equity (deficit)	339,720		1,751,326

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

F-3

MANTRA VENTURE GROUP LTD.
Consolidated statements of operations
(Expressed in U.S. dollars)

	Year Ended		Year Ended
	May 31,		May 31,
	2015		2014
	$		$

Revenue	198,908		274,584

Cost of goods sold	–		–

Gross profit	198,908		274,584

Operating expenses

Business development	23,683		40,300
Consulting and advisory	442,408		342,307
Depreciation and amortization	40,769		25,772
Foreign exchange loss (gain)	(46,123	)	(88,728	)
General and administrative	137,494		132,673
License fees	45,941		40,000
Management fees	280,950		184,463
Professional fees	133,836		168,354
Public listing costs	39,651		24,405
Rent	64,196		57,853
Research and development	698,567		396,278
Shareholder communications and awareness	26,931		7,382
Travel and promotion	178,442		199,327
Wages and benefits	43,268		37,736

Total operating expenses	2,110,013		1,568,122

Loss before other income (expense)	(1,911,105	)	(1,293,538	)

Other income (expense)

Accretion of discounts on convertible debentures	(110,842	)	(26,557	)
Gain on settlement of debt	1,759		11,503
Loss on change in fair value of derivatives	(228,668	)	–
Interest expense	(41,175	)	(44,168	)

Total other income (expense)	(378,926	)	(59,222	)

Net loss for the period	(2,290,031	)	(1,352,760	)

Less: net loss attributable to the non-controlling interest	74,410		62,104

Net loss attributable to Mantra Venture Group Ltd.	(2,215,621	)	(1,290,656	)

Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted	(0.03	)	(0.02	)

Weighted average number of shares outstanding used in the calculation of net loss attributable to Mantra Venture Group Ltd. per common share	70,847,805		59,096,396

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

F-4

MANTRA VENTURE GROUP LTD.
Consolidated statements of stockholder’s equity (deficit)
For the Years Ended May 31, 2015 and 2014

	Common Stock		Additional	Common		Common stock						Total
			paid-in	stock		subscriptions		Accumulated		Non-controlling		stockholders’
		Amount	capital	subscribed		receivable		Deficit		interest		equity (deficit)
	Number	$	$	$		$		$		$		$

Balance, May 31, 2013	55,226,276	552	6,875,939	115,662		–		(8,023,639	)	(56,072	)	(1,087,558	)

Stock Issued for Cash
Stock issued at $0.15 per share pursuant to the exercise of warrants	1,093,000	11	163,939	–		–		–		–		163,950
Stock issued at $0.20 per share pursuant to the exercise of warrants	3,094,958	31	618,961	–		–		–		–		618,992
Stock issued at $0.12 per share pursuant to the exercise of stock options	100,000	1	11,999	–		–		–		–		12,000
Units issued at $0.08 per share	3,678,088	37	294,207	(43,000	)	(1,791	)	–		–		249,453
Units issued at $0.10 per share	400,000	4	39,996			–		–		–		40,000
Units issued at $0.12 per share	140,000	1	16,799	–		–		–		–		16,800
Units issued at $0.17 per share	100,000	1	16,999	–		–		–		–		17,000
Units issued at $0.20 per share	4,760,000	48	951,952	–		–		–		–		952,000

Shares issued for services	565,000	6	394,089	5		–		–		–		394,100

Subscriptions received	–	–	–	134,705		–		–		–		134,705

Shares issuable for conversion of debt	–	–	–	9,019		–		–		–		9,019

Beneficial conversion features			192,000									192,000

Fair value of stock options granted	–	–	103,000	–		–		–		–		103,000

Net loss for the year	–	–	–	–		–		(1,290,656	)	(62,104	)	(1,352,760	)
Balance, May 31, 2014	69,157,322	692	9,679,880	216,391		(1,791	)	(9,314,295	)	(118,176	)	462,701

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

F-5

MANTRA VENTURE GROUP LTD.
Consolidated statements of stockholder’s equity (deficit)
For the Years Ended May 31, 2015 and 2014

	Common Stock		Additional	Common		Common stock						Total
			paid-in	stock		subscriptions		Accumulated		Non-controlling		stockholders’
		Amount	capital	subscribed		receivable		Deficit		interest		equity (deficit)
	Number	$	$	$		$		$		$		$

Balance, May 31, 2014	69,157,322	692	9,679,880	216,391		(1,791	)	(9,314,295	)	(118,176	)	462,701

Stock Issued for Cash
Stock issued at $0.25 per share pursuant to the exercise of warrants	240,000	2	61,623	(32,625	)	(19,000	)	–		–		10,000
Stock issued at $0.25 per share pursuant to the exercise of options	150,000	1	2,999	–		(3,000	)	–		–		–
Units issued at $0.30 per share	533,333	5	159,995	(100,000	)	–		–		–		60,000
Units issued at $0.20 per share	500,000	5	99,995	–		–		–		–		100,000
Units issued at $0.40 per share	150,000	2	59,998	–		–		–		–		60,000
Stock issued at $0.18 per share	138,889	1	24,999	–		–		–		–		25,000

Shares issued for services	587,000	6	41,753	(5	)	–		–		–		41,754

Subscriptions received	–	–	–	–		23,791		–		–		23,791

Shares issuable for conversion of debt	60,037	1	9,018	(9,019	)	–		–		–		–

Fair value of stock options granted	–	–	322,005	–		–		–		–		322,005

Net loss for the year	–	–	–	–		–		(2,215,621	)	(74,410	)	(2,290,031	)
Balance, May 31, 2015	71,516,581	715	10,462,265	74,742		–		(11,529,916	)	(192,586	)	(1,184,780	)

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

F-6

MANTRA VENTURE GROUP LTD.
Consolidated statements of cash flows
(Expressed in U.S. dollars)

	Year Ended		Year Ended
	May 31,		May 31,
	2015		2014
	$		$
Operating activities
Net loss	(2,290,031	)	(1,352,760	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss in fair value of derivative liability	193,424		–
Amortization of finance costs	2,415		–
Accretion of discounts on convertible debentures	110,842		26,557
Depreciation and amortization	40,769		25,772
Foreign exchange loss (gain)	(8,062	)	(7,424	)
Gain on settlement of debt	(1,759	)	(11,503	)
Initial derivative expenses	35,244		–
Shares issued for services	41,754		94,703
Stock-based compensation on options and warrants	322,005		103,000
Changes in operating assets and liabilities:
Amounts receivable	138,064		(143,676	)
Prepaid expenses and deposits	370,551		(170,772	)
Accounts payable and accrued liabilities	(99,421	)	147,298
Due to related parties	(47,801	)	(13,430	)
Net cash used in operating activities	(1,192,006	)	(1,302,235	)
Investing activities
Purchase of property and equipment	(28,295	)	(48,475	)
Investment in intangible assets	(33,478	)	(30,333	)
Net cash used in investing activities	(61,773	)	(78,808	)
Financing activities

Repayment of capital lease obligations	(10,145	)	(7,542	)
Repayment of loan payable	(54,807	)	(101,809	)
Proceeds from issuance of convertible debentures	125,000		192,000
Proceeds from stock subscribed	23,791		–
Finance costs	(9,500	)	–
Proceeds from the issuance of options and warrants	10,000
Proceeds from issuance of common stock and subscriptions received	245,000		2,204,893

Net cash provided by financing activities	329,339		2,287,542
Change in cash	(924,440	)	906,499
Cash, beginning of period	931,886		25,387
Cash, end of period	7,446		931,886

Non-cash investing and financing activities:
Common stock issued to relieve common stock subscribed	100,0000		43,000
Common stock issued to settle debt	9,019		–
Loan payable settled through shares issuable	–		9,019
Common stock issued for pre-paid asset	–		360,000
Debt discount on beneficial conversion feature	–		192,000
Original debt discount against derivative liability	125,000		–
Common stock issued on exercise of options	3,001		–
Warrants exercised for common stock and subscriptions receivable	51,625		–
Common stock issued for common stock receivable	2,998		–

Supplemental disclosures:
Interest paid	8,668		9,098
Income taxes paid	–		–

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

F-7

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

1.	Basis of Presentation

	Mantra Venture Group Ltd. (the “Company”) was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, the Company continued its corporate jurisdiction out of the State of Nevada and into the province of British Columbia, Canada. The Company is in the business of developing and providing energy alternatives. The Company also provides marketing and graphic design services to help companies optimize their environmental awareness presence through the eyes of government, industry and the general public.

	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, 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 May 31, 2015, the Company has accumulated losses of $11,529,916 and a working capital deficit of $1,358,296. 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.

	Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months.

2.	Significant Accounting Policies

	(a)	Basis of Presentation/Principles of Consolidation

		These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These 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 64.55% owned and Mantra Energy Alternatives Ltd., which is 88.21% owned. All inter- company balances and transactions have been eliminated.

	(b)	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. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, valuation of inventory, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The 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 the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

	(c)	Cash and Cash Equivalents

		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

	(d)	Accounts Receivable

		The Company recognizes allowances for doubtful accounts to ensure accounts receivable are not overstated due to the inability or unwillingness of its customers to make required payments. The allowance is based on historical bad debt expense, the age of receivable and the specific identification of receivables the Company considers at risk. The Company had no allowance for doubtful accounts as of May 31, 2015 and 2014.

F-8

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

	(e)	Property and Equipment

		Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates:

Automotive	3 years straight-line basis
Computer equipment	3 years straight-line basis
Leasehold improvements	5 years straight-line basis
Office equipment and furniture	5 years straight-line basis
Research equipment	5 years straight-line basis

	(f)	Intangible Assets

		Intangible assets consist of patents and are stated at cost and have a definite life. Intangible assets are amortized over their estimated useful lives. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

	(g)	Long-lived Assets

		In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	(h)	Foreign Currency Translation

		Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

		The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income.

	(i)	Income Taxes

		The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

		As of May 31, 2015 and 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions.

F-9

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

		The Company files federal and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2015. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.

		The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended May 31, 2015 and 2014, there were no charges for interest or penalties.

	(j)	Technology Development Revenue Recognition

		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.

	(k)	Research and Development Costs

		Research and development costs are expensed as incurred.

	(l)	Stock-based Compensation

		The 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.

		The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the 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.

	(m)	Loss Per Share

		The Company computes loss per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at May 31, 2015, the Company had 8,838,205(2014 – 10,904,755) dilutive potential shares outstanding.

	(n)	Comprehensive Loss

		ASC 220, “Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2015 and 2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.

	(o)	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.

F-10

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

	(p)	Fair Value Measurements

		The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

		Level 1 – quoted prices for identical instruments in active markets.
		Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and.
		Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

		Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the year ended May 31, 2015 and 2014. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

		Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 10 for additional information.

	(q)	Derivative Liabilities

		The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As at May 31, 2015 and 2014, the Company had a $353,668 and $Nil derivative liability, respectively.

3.	Restricted Cash

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

4.	Property and Equipment

			May 31,	May 31,
			2015	2014
		Accumulated	Net carrying	Net carrying
	Cost	depreciation	value	value
	$	$	$	$
Furniture and equipment	2,496	457	2,039	–
Computer	5,341	4,512	829	2,821
Research equipment	139,948	70,209	69,739	51,030
Vehicles under capital lease	68,340	50,742	17,598	40,380
	216,125	125,920	90,205	94,231

F-11

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

5.	Intangible Assets

			May 31,	May 31,
			2015	2014
		Accumulated	Net carrying	Net carrying
	Cost	amortization	value	value
	$	$	$	$
Patents	58,628	4,051	54,577	29,547

Estimated Future Amortization Expense:

	$
For year ended May 31, 2016	3,235
For year ended May 31, 2017	3,235
For year ended May 31, 2018	3,235
For year ended May 31, 2019	3,235
For year ended May 31, 2020	3,235

6.	Related Party Transactions

	a)	During the year ended May 31, 2015, the Company incurred management fees of $162,449 (2014 - $128,917) and rent of $Nil (2014 - $13,500) to the President of the Company.

	b)	During the year ended May 31, 2015, the Company incurred management fees of $54,760 (2014 - $55,546) to the spouse of the President of the Company.

	c)	During the year ended May 31, 2015, the Company incurred research and development fees of $76,065 (2014 - $65,121) to a director of the Company.

	d)	On December 9, 2014, the Company granted 200,000 stock options exercisable at $0.20 per share for a period of two years to a director. The Company recorded the fair value of the vested portion of the options of $36,797 as management fees.

	e)	On March 17, 2015, the Company granted 200,000 stock options exercisable at $0.20 per share for a period of two years to a director. The Company recorded the fair value of the vested portion of the options of $13,472 as management fees.

	f)	On March 17, 2015, the Company granted 100,000 stock options exercisable at $0.20 per share for a period of two years to a director. The Company recorded the fair value of the vested portion of the options of $6,736 as management fees.

	g)	On March 17, 2015, the Company granted 100,000 stock options exercisable at $0.20 per share for a period of two years to the President of the Company. The Company recorded the fair value of the vested portion of the options of $6,736 as management fees.

	h)	As at May 31, 2015, the Company owes a total of $93,418 (May 31, 2014 - $136,320) to the President of the Company and his spouse, and a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.

	i)	As at May 31, 2015, the Company owes $18,775 (May 31, 2014- $23,383) to an officer and a director of the Company, which is non-interest bearing, unsecured, and due on demand.

7.	Loans Payable

	(a)	As at May 31, 2015, the amount of $50,738 (Cdn$63,300) (May 31, 2014 - $58,251 (Cdn$63,300)) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.

	(b)	As at May 31, 2015, the amount of $17,500 (May 31, 2014 - $17,500) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.

	(c)	As at May 31, 2015, the amount of $15,000 (May 31, 2014 - $15,000) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.

F-12

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

	(d)	As at May 31, 2015, the amount of $15,171 (Cdn$18,895) (May 31, 2014 – $17,387 (Cdn$18,895)) is owed to a non-related party, which is non-interest bearing, unsecured, and due on demand.

	(e)	As at May 31, 2015, the amounts of $7,500 and $29,707 (Cdn$37,000) (May 31, 2014 - $7,500 and $34,048, (Cdn$37,000)) are owed to a non-related party which are non-interest bearing, unsecured, and due on demand.

	(f)	As at May 31, 2015, the amount of $4,490 (May 31, 2014 - $4,490) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand.

	(g)	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.

8.	Obligations Under Capital Lease

	On July 31, 2012 and December 21, 2012, the Company entered into two agreements to lease two vehicles for three years each. The vehicle leases are classified as a capital leases. The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of May 31, 2015:

Year ending May 31:	$
2016	18,222
Net minimum lease payments	18,222
Less: amount representing interest payments	(897	)
Present value of net minimum lease payments	17,325
Less: current portion	(17,325	)
Long-term portion	–

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

9.	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, the Company allocated the proceeds of issuance between the convertible debt and the detachable share purchase warrants based on their relative fair values. Accordingly, the Company recognized the fair value of the share purchase warrants of $45,930 as additional paid-in capital and an equivalent discount against the convertible debentures. The Company had recorded accretion expense of $45,930, increasing the carrying value of the convertible debentures to $250,000.

		On January 19, 2012, the Company entered into a settlement agreement with one of the debenture holders to settle a $50,000 convertible debenture and $122,535 in accounts payable and accrued interest with the debt holder. Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter.

F-13

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

		On July 18, 2012, the Company entered into a settlement agreement with the $150,000 debenture holder. Pursuant to the settlement agreement, the lender agreed to extend the due date until April 11, 2013 and the Company agreed to pay $43,890 of accrued interest within five days of the agreement (paid), 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 agreed to extend the due date to September 15, 2013 and the Company 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 agreed to pay interest of $4,438 (paid) 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 year ended May 31, 2014, the Company repaid $40,000 of the debenture. As at May 31, 2014 the Company had accreted $12,901 of the discount bring the carrying value of the convertible debenture to $114,661. During the year ended May 31, 2015, the Company repaid $54,808 decreasing the carrying value to $59,853. At May 31, 2015, the other remaining debenture of $50,000 remained outstanding and past due.

	(b)	On August 19, 2013, the Company issued a convertible debenture for total proceeds of $10,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $10,000. As at May 31, 2015, the carrying value of the convertible promissory note was $7,794.

	(c)	On September 11, 2013, the Company issued a convertible debenture for total proceeds of $58,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $58,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $58,000. As at May 31, 2015, the carrying value of the convertible promissory note was $32,888.

	(d)	On October 18, 2013, the Company issued a convertible debenture for total proceeds of $94,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $94,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $94,000. As at May 31, 2015, the carrying value of the convertible promissory note was $39,575.

	(e)	On December 27, 2013, the Company issued three convertible debentures for total proceeds of $15,000, which bear interest at 10% per annum, are unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion features of $15,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $15,000. As at May 31, 2015, the carrying value of the convertible promissory note was $9,462.

	(f)	On February 4, 2014, the Company issued a convertible debenture for total proceeds of $15,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $15,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $15,000. As at May 31, 2015, the carrying value of the convertible promissory note was $5,978.

	(g)	On February 17, 2015, the Company issued a convertible note in the principal amount of $125,000. The note has a cash redemption premium of 130% of the principal amount in the first 90 days following the execution date, of 135% for days 90-120 following the execution date, and 140% after the 120th day. After 140 days cash redemption is only available upon approval by the holder. The note bears interest at 12% per annum and is convertible into common shares of the Company at the lower of a 42% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 42% discount to the lowest trading price during the previous 20 trading days before the date the note was executed.

		The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $160,244 resulted in a discount to the note payable of $125,000 and the recognition of a loss on derivatives of $35,244. During the year ended May 31, 2015, the Company recorded accretion of $31,783 increasing the carrying value of the note to $31,783.

F-14

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

10.	Derivative Liabilities

	The embedded conversion option of the convertible debenture described in Note 9(g) contains a conversion feature that qualifies for embedded derivative classification. The fair value of the liability will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.

	Upon the issuance of the convertible note payable described in Note 9(g), the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result none of the Company’s previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election would qualify for treatment as derivative liabilities. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

	The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities:

		May 31, 2015		May 31, 2014
Balance at the beginning of period	$	–	$	–
Addition of new derivative liabilities (embedded conversion options)		160,244		–
Change in fair value of embedded conversion option		193,424		–
Balance at the end of the period	$	353,668	$	–

The following table summarizes the change in fair value of derivatives:

		May 31, 2015			May 31, 2014
Fair value of derivative liabilities in excess of note proceeds received	$	(35,244	)	$	–
Change in fair value of derivative liabilities during period		(193,424	)		–
Change in fair value of derivatives	$	(228,668	)	$	–

The Company uses Level 2 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

			Expected	Expected
	Expected	Risk-free Interest	Dividend	Life (in
	Volatility	Rate	Yield	years)

At issuance	124%	0.07%	0%	0.50
At May 31, 2015	133%	0.10%	0%	0.21

11.	Common Stock

	(a)	As at May 31, 2015, the Company had received proceeds of $2,080 at $0.08 per unit for subscriptions for 26,000 units. Each unit consisted of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

	(b)	As at May 31, 2015 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 (Cdn$67,000), which is included in common stock subscribed, net of the non-controlling interest portion of $7,231.

F-15

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

(c)

As at May 31, 2015, 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.

Stock transactions during the year months ended May 31, 2015:

	(d)	On June 4, 2014, the Company issued 333,333 units at $0.30 per unit for proceeds of $100,000. Each unit consists of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.80 per common share for a period of three 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 $1.60 per share for seven consecutive trading days. At May 31, 2014, the proceeds of $100,000 were included in common stock subscribed.

	(e)	On June 4, 2014, the Company issued 240,000 shares for proceeds of $61,625 upon the exercise of warrants. At May 31, 2014, the proceeds of $32,625 were included in common stock subscribed.

	(f)	On June 4, 2014, the Company issued 500,000 shares with a fair value of $270,000 to a consultant for services. As at May 31, 2014, the Company recorded the fair value of the 500,000 shares issuable of $270,000 as $5 of subscriptions receivable and $269,995 as additional paid in capital.

	(g)	On July 11, 2014, the Company issued 200,000 units at $0.30 per unit for proceeds of $60,000. Each unit consists of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.80 per common share for a period of three 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 $1.60 per share for seven consecutive trading days.

	(h)	On June 30, and July 17, 2014, the Company issued 40,000 common shares with a fair value of $20,000 pursuant to a consulting agreement.

	(i)	On July 10, 2014, the Company issued 60,037 common shares for the conversion of $5,000 of loans payable and $4,019 of accrued interest by a lender. At May 31, 2014, the shares were included in common stock subscribed.

	(j)	On August 22, 2014 the Company entered into an agreement with one consultant to procure investor relations services. Pursuant to the agreement the Company issued 12,000 shares of common stock to the consultant with a fair value of $5,880.

	(k)	On August 25, 2014 the Company issued 150,000 common shares to a director of the Company in exercise of options at an exercise price of $0.02 per share for aggregate proceeds of $3,000.

	(l)	On September 9, 2014, the Company entered into a consulting agreement with a two month term with a consultant. Pursuant to the agreement, the Company issued 12,500 common shares with a fair value of $6,375 on September 15, 2014 and 12,500 common shares with a fair value of $5,000.

	(m)	On October 15, 2014, the Company entered into a consulting agreement with a consultant. Pursuant to the agreement, the Company issued 10,000 common shares with a fair value of $4,500.

	(n)	On November 5, 2014, the Company issued 150,000 units at $0.40 per unit for proceeds of $60,000. Each unit consists of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.60 per common share for a period of two years or 30 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 $0.90 per share for five consecutive trading days.

	(o)	On February 24, 2015, the Company issued 500,000 units at $0.20 per unit for proceeds of $100,000. Each unit consists of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.60 per common share for a period of two years or 30 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 $0.90 per share for seven consecutive trading days.

	(p)	On May 21, 2015, the Company issued 138,889 common shares at $0.18 per share for proceeds of $25,000.

Stock transactions during the year ended May 31, 2014:

(a)

On July 15, 2013, the Company issued 1,871,588 units at $0.08 per unit for proceeds of $149,727, of which $26,000 was included in common stock subscribed as at May 31, 2013. Each unit consisted of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the- Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

F-16

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

	(b)	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 common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

	(c)	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 common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

	(d)	On February 11, 2014, the Company issued 100,000 units at $0.17 per unit for proceeds of $17,000 of which $17,000 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 $0.40 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the- Counter Bulletin Board at a price at or above $0.60 per share for seven consecutive trading days.

	(e)	On February 18, 2014, the Company issued 1,205,500 units at $0.08 per unit for proceeds of $96,440. On April 3, 2014, the Company issued an additional 26,000 units for proceeds of $2,080 for shares that were omitted from the original issuance in error. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.15 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

	(f)	On February 18, 2014, the Company issued 400,000 units at $0.10 per unit for proceeds of $40,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days.

	(g)	On March 1, 2014, the Company issued 500,000 common shares with a fair value of $0.18 per share to a consultant for consulting services. The Company recognized the fair value of the shares of $90,000 as $22,500 of consulting expenses and $67,500 of prepaid expenses.

	(h)	On March 3, 2014, the Company issued 25,000 common shares with a fair value of $0.50 per share to a consultant for consulting services. The Company issued an additional 20,000 shares with a fair value of $0.38 and 20,000 shares with a fair value of $0.70 per share to the same consultant on May 9, 2014 and May 16, 2014, respectively The Company recognized the total fair value of the shares issued to the consultant of $34,100 as consulting expenses.

	(i)	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.

	(j)	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. At May 31, 2014, $1,791 of proceeds was receivable.

	(k)	On April 3, 2014, the Company issued 3,777,958 shares of common stock upon the exercise of warrants for proceeds of $711,442.

	(l)	On April 10, 2014, the Company issued 4,075,000 units at $0.20 per unit for proceeds of $815,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.37 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 $2.50 per share for seven consecutive trading days.

	(m)	On April 18, 2014, the Company issued 410,000 shares of common stock upon the exercise of warrants for proceeds of $71,500.

	(n)	On April 30, 2014, the Company issued 100,000 shares of common stock upon the exercise of stock options at $0.12 per share for proceeds of $12,000.

F-17

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

12.	Share Purchase Warrants

	The following table summarizes the continuity of share purchase warrants:

			Weighted average
	Number of		exercise price
	warrants		$

Balance, May 31, 2014	9,818,402		0.29
Issued	1,183,333		0.69
Exercised	(240,000	)	0.26
Expired	(5,503,402	)	0.23
Balance, May 31, 2015	5,258,333		0.44

As at May 31, 2015, the following share purchase warrants were outstanding:

	Exercise
Number of	price
warrants	$	Expiry date
150,000	0.60	November 18, 2016
500,000	0.60	February 27, 2017
333,333	0.80	June 4, 2017
200,000	0.80	July 11, 2017
4,075,000	0.37	April 10, 2019

5,258,333

13.	Stock Options

	On June 1, 2014, the Company granted 150,000 stock options exercisable at $0.02 per share for a period of two years to a director. The Company recorded the fair value of the options of $94,600 as research and development fees.

	On July 17, 2014, the Company granted 200,000 stock options exercisable at $0.30 per share for a period of two years to two consultants. The options vest 25% every year following the date of grant. The Company recorded the fair value of the vested portion of the options of $19,164 as consulting fees.

	On August 1, 2014, the Company granted 100,000 stock options each to two consultants. The options are exercisable at $0.10 per share for a period of two years. The Company recorded the fair value of the options of $88,900 as consulting fees.

	On November 1, 2014, the Company granted 100,000 stock options each to two employees. The options are exercisable at $0.20 per share for a period of two years. The Company recorded the fair value of the options of $55,600 as consulting fees.

	On December 9, 2014, the Company granted 200,000 stock options exercisable at $0.20 per share for a period of two years to a director. The options vest 25% on the date of grant and 25% every four months following the date of grant. The Company recorded the fair value of the vested portion of the options of $36,797 as management fees.

	On March 17, 2015, the Company granted 100,000 options to the President of the Company and 300,000 stock options to two directors. The options are exercisable at $0.20 per share for a period of two years. The Company recorded the fair value of the vested portion of the options of $26,944 as management fees.

	The following table summarizes the continuity of the Company’s stock options:

F-18

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

			Weighted	Weighted average	Aggregate
			average	remaining	intrinsic
	Number		exercise price	contractual life	value
	of options		$	(years)	$
Outstanding, May 31, 2014	675,000		0.17

Granted	1,350,000		0.18
Expired	(200,000	)	0.10
Exercised	(150,000	)	0.20
Outstanding, May 31, 2015	1,675,000		0.20	1.17	101,125
Exercisable, May 31, 2015	1,125,000		0.19	0.97	79,125

A summary of the changes of the Company’s non-vested stock options is presented below:

			Weighted Average
	Number of		Grant Date
Non-vested stock options	Options		Fair Value
			$
Non-vested at May 31, 2014	–		–
Granted	1,350,000		0.30
Vested	(800,000	)	0.35
Non-vested at May 31, 2015	550,000		0.23

As at May 31, 2015, there was $39,146 of unrecognized compensation cost related to non-vested stock option agreements. This cost is expected to be recognized over a weighted average period of 0.49 years.

Additional information regarding stock options as of May 31, 2015 is as follows:

	Exercise
Number of	price
options	$	Expiry date
300,000	0.20	July 1, 2015
175,000	0.20	April 28, 2016
200,000	0.30	July 17, 2016
200,000	0.10	August 1, 2016
200,000	0.20	November 1, 2016
200,000	0.20	December 9, 2016
400,000	0.20	March 16, 2017
1,675,000

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:

	May 31, 2015	May 31, 2014
Risk-free Interest rate	0.57%	0.33%
Expected life (in years)	1.98	2.0
Expected volatility	113%	194%

During the year ended May 31, 2015, the Company recorded stock-based compensation of $322,005 (2014 - $38,200) for stock options granted.

The weighted average fair value of the stock options granted for the year ended May 31, 2015, was $0.30 (2014 - $0.13) per option. F-19

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

14.	Commitments and Contingencies

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

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

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

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

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

		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 May 7, 2014, the Company entered into a two year office space lease commencing July 1, 2014. Pursuant to the lease, the Company is required to pay Cdn$2,683 plus taxes per month. In addition, on June 1, 2014, the Company entered into a two year office space lease commencing June 1, 2014. Pursuant to the lease, the Company is required to pay Cdn$1,240 plus taxes per month. The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the minimum lease payments as of May 31, 2015:

Twelve month periods ending May 31:		$
2016		37,669
2017		2,154
		39,823

(d)

On November 1, 2014, the Company’s subsidiary entered into an employment agreement. Pursuant to the agreement, the employee will perform services for a term of one year for base remuneration of $80,000 per annum. In addition, the Company granted to the employee 100,000 stock options exercisable at a price of $0.20 per share. These options are non- transferrable, vest immediately, and expire upon the earlier of 24 months, or upon termination of the employment agreements.

F-20

MANTRA VENTURE GROUP LTD.
Notes to the consolidated financial statements
May 31, 2015
(Expressed in U.S. dollars)

	(e)	On November 1, 2014, the Company’s subsidiary entered into an employment agreement. Pursuant to the agreement, the employee will perform services for a term of one year for base remuneration of $86,000 per annum. In addition, the Company granted to the employee 100,000 stock options exercisable at a price of $0.20 per share. These options are non- transferrable, vest immediately, and expire upon the earlier of 24 months, or upon termination of the employment agreements.

	(f)	On November 15, 2013, the Company entered into a second settlement agreement with the $150,000 debenture holder described in Note 9(a). Pursuant to the second amendment, on November 15, 2013, the Company agreed to make monthly payments of $10,000 on the outstanding principal and interest. Payments were made until December 2014, but have not been made after. The plaintiff is seeking relief of amounts owed along with 10% interest per annum, from the date of judgments. All amounts are recorded in these financial statements.

15.	Income Taxes

	The Company has net operating losses carried forward of $10,104,812 available to offset taxable income in future years which expires in beginning in fiscal 2027.

	The Company is subject to Canadian and United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	2015		2014
	$		$
Income tax recovery at statutory rate	(778,611	)	(459,938	)
Permanent differences and other	239,113		58,557
Valuation allowance change	539,498		401,381
Provision for income taxes	–		–

The significant components of deferred income tax assets and liabilities as at May 31, 2015 and 2014 are as follows:

	2015		2014
	$		$
Net operating losses carried forward	3,435,636		2,896,138
Valuation allowance	(3, 435,636	)	(2,896,138	)
Net deferred income tax asset	–		–

16.	Subsequent Events

	(a)	On June 1, 2015, the Company issued a convertible note in the principal amount of $100,000 due on demand on or after December 1, 2015. The note has a cash redemption premium of 130% of the principal amount in the first 90 days following the execution date, of 135% for days 90-120 following the execution date, and 140% after the 120th day. After 140 days cash redemption is only available upon approval by the holder. The note bears interest at 12% per annum and is convertible into common shares of the Company at the lower of a 42% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 42% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. In no event shall the conversion price be lower than $0.00001.

	(b)	On June 15, 2015, the Company entered into a consulting agreement pursuant to which the consultant will provide consulting services for six months in consideration for $65,000 per year.

	(c)	The Company entered into a consulting agreement pursuant to which the consultant will provide consulting services for a period of six months in consideration for 150,000 common shares and $3,000 per month for the first three months and $5,000 for the remaining three months.

	(d)	On July 20, 2015, the Company issued 93,750 common shares at $0.16 per share for proceeds of $15,000.

	(e)	On July 22, 2015, the Company issued 300,000 shares to settle $24,000 owed to a creditor.

	(f)	On August 4, 2015, the Company borrowed $50,000 pursuant to a promissory note. The note was due on September 4, 2015. The note bears interest at 120% per annum prior September 4, 2015, and at 180% per annum after September 4, 2015. The holder of the note was also granted the rights to buy 100,000 shares of the Company’s common stock at a price of $0.15 per share until August 4, 2017. The Company has only repaid $35,000 of the outstanding principal and the note is in default.

	(g)	On August 24, 2015, the Company issued 322,872 shares of common stock upon the conversion of $15,000 of principal of the convertible note described in Note 9(g).

F-21

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

On July 30, 2014, Saturna Group Chartered Accountants LLP (“Saturna Group”) provided notice that they were resigning their services as our company’s independent registered public accounting firm due to mandatory partner rotation requirements.

The reports of Saturna Group on our company’s financial statements as of and for the fiscal year ended May 31, 2013 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about our company’s ability to continue as a going concern.

Our company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.

Through the interim periods (subsequent to our year ended May 31, 2013) to July 30, 2014 (the date of change in accountants), there have been no disagreements with Saturna Group on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Saturna Group, would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such years.

On July 30, 2014, our company engaged Sadler, Gibb & Associates, L.L.C., Certified Public Accountants as our new independent registered public accounting firm. During the two most recent fiscal years and through July 30, 2014, our company had not consulted with Sadler, Gibb & Associates, L.L.C. regarding any of the following: (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our company’s financial statements, and none of the following was provided to our company: (a) a written report, or (b) oral advice was provided that Sadler, Gibb & Associates, L.L.C. concluded was an important factor considered by our company in reaching a decision as to accounting, auditing or financial reporting issue; or (iii) any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

ITEM 9A – CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our chief executive officer and chief financial officer concluded that, as a result of the material weaknesses described below, as of May 31, 2015, our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

	a)	Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis;

	b)	We do not have a functioning audit committee. As a result, there is ineffective independent oversight in the establishment and monitoring of required internal controls and procedures; and

	c)	We do not have any formally adopted internal controls surrounding its cash and financial reporting procedures.

We are committed to improving our financial organization. In addition, we will look to increase our personnel resources and technical accounting expertise within the accounting function to resolve non-routine or complex accounting matters. In addition, when funds are available, we will take the following action to enhance our internal controls: Hiring additional knowledgeable personnel with technical accounting expertise to further support our current accounting personnel, which management estimates will cost approximately $100,000 per annum. As our operations are relatively small and we continue to have net cash losses each quarter, we do not anticipate being able to hire additional internal personnel until such time as our operations are profitable on a cash basis or until our operations are large enough to justify the hiring of additional accounting personnel. We currently engage an outside accounting firm to assist us in the preparation of our consolidated financial statements and anticipate doing so until we have a sufficient number of internal accounting personnel to achieve compliance. As necessary, we will engage consultants in the future in order to ensure proper accounting for our consolidated financial statements.

Due to the fact that our internal accounting staff consists solely of a Chief Executive Officer, who functions as our Principal Accounting Officer, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turn over issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future.

Management’s report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of May 31, 2015 for the reasons discussed above.

This annual report does not include an attestation report by Sadler, Gibb & Associates, L.L.C., our independent registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, our management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

None.

PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our bylaws state that the authorized number of directors shall be not less than one and not more than fifteen and shall be set by resolution of the board of directors. Our board of directors has fixed the number of directors at three.

Our current directors and officers are as follows:

Name	Position	Age	Date First Elected or Appointed
Larry Kristof	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director	43	January 22, 2007
Jonathan Michael Boughen	Director	54	February 28, 2011
Patrick Dodd	VP of Business Development and Director	27	May 7, 2013
W. Glenn Parker	Director	53	December 9, 2014

Our directors serve until our next annual shareholder meeting or until his successor is elected who accepts the position. Officers hold their positions at the pleasure of the board of directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

Larry Kristof - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Larry Kristof has been our president, chief executive officer, secretary, treasurer and a director since our inception on January 22, 2007 and was appointed as our chief financial officer on January 18, 2011. Mr. Kristof has over 15 years of experience in business development and management. From 2003 until April 2007 he was the president and chief executive officer of Lexington Energy Services Inc., a public company quoted on the OTC Bulletin Board under the symbol LXES.OB.

Mr. Kristof co-founded Lexington Energy in 2003 and successfully built the company from concept through assets of over $7 million. Under Mr. Kristof’s direction, Lexington Energy designed and commercialized innovative mobile drilling rigs and nitrogen generation technologies. From 2003 to 2005, Mr. Kristof co-founded Lexington Communications Ltd., a company in the business of providing investor and corporate communications expertise to public companies. In early 2003, Mr. Kristof worked as the corporate communications manager of Trivello Energy Corp. (TSX-V: TRV.V), a company engaged in oil and gas exploration and production in western Canada. From 1998 to 2001, Mr. Kristof was the founder and president of Westec Venture Group Inc., a business development and venture capital service provider.

Jonathan Michael Boughen–Director

Jonathan Michael Boughen has been a director of our company since February 28, 2011.

From May of 2000 to January of 2006, Mr. Boughen was a sales manager at Ropak Corporation, a company that specializes in plastic packaging, container and film technologies worldwide. His responsibilities and duties included managing the sales team and key distributors and sharing the profit and loss responsibility with the regional plant manager.

Since June of 2006, Mr. Boughen has been a general manager at Scientek Technology Corporation, a company that specializes in building hospital and laboratory products such as washers and dryers for the processing of surgical instruments and utensils, operating room carts, and laboratory glassware. His responsibilities and duties includes leading the company with full profit and loss responsibility and managing the sales and growth profit through major changes in technology and currency value in a highly competitive market.

Patrick Dodd –VP of Business Development and Director

Patrick Dodd has been acting our VP of business development since March 1, 2014 and as director since May 7, 2013. Between January 8, 2013 and his appointment as our VP of business development, Mr. Dodd served as our chief technology officer.

Patrick Dodd began a bachelor’s degree in Chemical Engineering in 2006. This time was rife with experience, as, aside from playing on the varsity football team for five years, he worked as a process engineering intern for two terms at Nexen Inc. in Calgary, Alberta (in 2007 and 2008). At Nexen, Mr. Dodd was responsible for developing an electronic line list and complete set of process flow diagrams for the company’s Balzac gas plant. The following year saw Mr. Dodd engaged as a research assistant in the Chemical Engineering Department at McGill University, where he supplemented multiple Master’s theses by synthesizing a series of “green” succinate-based plasticizers and testing their performance. This work resulted in his being named in two publications.

Upon the completion of his degree at McGill University, in 2010, Mr. Dodd immediately began working toward a Master’s degree in Clean Energy Engineering at the University of British Columbia. In 2012, he capitalized on an opportunity to work as a process engineering intern at Iceland’s Carbon Recycling International, and thus became involved with the concept of carbon utilization. This project led to Mr. Dodd’s involvement with our company, and to complete his degree Patrick completed the early stages of design for our company’s ERC pilot plant, work which has served as the basis for its completed design. Mr. Dodd obtained his Master Degree in 2012 and was immediately engaged with our company wherein he has primarily been engaged in setting up our new internal research and development lab.

W. Glenn Parker –Director

W. Glenn Parker has been a director of our company since December 9, 2014.

Mr. Parker founded Wychick Investment Advisors Inc. in 2005 and has served as President since that time. Mr. Parker was employed by D. A. Davidson & Co from 2003 to 2005 as Sr. Vice President and Branch Manager in Bend, Oregon. From 1991 to 2003, Mr. Parker was a 1^st Vice President – Investments and Assistant Manager with Prudential Securities in Portland, Oregon. Since 1999, Mr. Parker has been the President of Cascadia Sportsmanagement Inc., a marketing, consulting and travel company based in Bend, Oregon that is dedicated to the needs of professional and elite athletes and sponsoring corporations.

Mr. Parker completed his Certified Financial Planning (CFP) designation in 1994 and received his Certified Investment Management Analyst (CIMA) designation in 2000. Mr. Parker has an MBA and a combined Civil Engineering and Business degree from McMaster University in Canada. He is a member of the Investment Management Consultants Association and the CFP Board.

Family Relationships

None.

Board Independence and Committees

We are not required to have any independent members of the Board of Directors. The board of directors has determined that (i) each of Larry Kristof and Patrick Dodd, has a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is not an “independent director” as defined in the Marketplace Rules of The NASDAQ Stock Market and (ii) Jonathan Michael Boughen and W. Glenn Parker are each an independent director as defined in the Marketplace Rules of The NASDAQ Stock Market.As we do not have any board committees, the board as a whole carries out the functions of audit, nominating and compensation committees, and such “independent director” determination has been made pursuant to the committee independence standards.

Scientific Advisory Board

Our Scientific Advisory Board provides information and recommendations to our directors and management regarding the scientific and technical aspects of our various technologies, solutions and services. Our Scientific Advisory Board is composed of specialists in the scientific, environmental, electrical and systems engineering fields whom we have engaged as consultants on a part-time basis.

Our Scientific Advisory Board provides advice and expertise on technology and software design, sustainability, environmental policy, and technology and service assessment and implementation. The board also provides input on the technical, ethical and environmental consequences associated with our technologies, projects and operations.

We have entered into consulting agreements with the individuals listed below and appointed them as members of our Scientific Advisory Board.

Professor Emeritus Colin Oloman, P. Eng.

Professor Emeritus Colin Oloman has been a member of our Scientific Advisory Board since November 2, 2007.

As the inventor of Mantra’s ERC and MRFC technologies, Professor Emeritus Colin Oloman and his work make up the heart of Mantra Energy. Integral as the leader of the Scientific Advisory Board, Professor Oloman has held similar positions as a consultant in the research and development of a variety of electrochemical processes. His notable accomplishments include developing Canada’s first pilot plant for the scrubbing of hydrogen sulfide from pulp mill recovery furnace flue gas from 1965 to 1967, co-inventing and developing the Electro-Luber^TMsystem to start-up in 1982, and designing, engineering, installing and operating a 20 kW, 10-cell perforated bipolar electrochemical reactor for the production of alkaline peroxide in 1984.

Professor Oloman has published three books and over 45 reports in various industry journals, and is the inventor or co-inventor of over 20 US and international patents. He is a member of the Chemical Engineering Society of Canada and The Electrochemical Society.

Professor PlamenAtanassov, Distinguished Professor (UNM)

Professor PlamenAtanassov is the Founding Director of UNM’s Center for Emerging Energy Technologies and a Distinguished Professor at the Department of Chemical and Biological Engineering. He obtained his Ph.D. from the Bulgarian Academy of Sciences in Physical Chemistry and Electrochemistry in 1995 and since then has been heavily involved in applied electrochemistry and the development of fuel cell electrocatalysts. This work has primarily taken place at UNM, where Professor Atanassov has been successful in partnering with such companies as Daihatsu, Ballard, and CFD Research Corp., but also includes being a project leader in electrocatalyst development at Superior MicroPowders LLC (now Cabot Corp.).

Professor Atanassov’s current research is focused, among other things, on the development of non-platinum and platinum group metal catalysts. Funding from the US Department of Defense (DOD) and Department of Energy (DOE) supports his work. Professor Atanassov has ongoing research collaborations with many universities in several countries, including a number of US National Laboratories, and has published some 220 peer-reviewed journal articles. He holds more than 30 US and international patents.

Alexey Serov, Ph.D., Research Assistant Professor (UNM)

Dr. Alexey Serov (Ph.D.) is a Research Assistant Professor at UNM’s Center for Emerging Energy Technologies. After graduating with an Honor Diploma and Gold Medal from the Chemistry Department of Moscow State University, he worked for five years as a researcher in that institution’s Division of Inorganic Chemistry. He then worked as a Senior Researcher at the Samsung SDI R&D Center in the Republic of Korea, for which he was awarded “Best Foreign Researcher”, before obtaining his Ph.D. from the Paul Scherrer Institute and University of Bern with a focus on the chemical properties of Super Heavy Elements and their homologues.

Dr. Serov’s current research at UNM is directly related to that of Professor Atanassov, and is focused on the synthesis of multicomponent inorganic materials and catalysts by conventional and advanced solution, solid state and ultra-sonic techniques, and the synthesis and characterization of nano-crystalline catalysts for energy storage and conversion applications. He has published nearly 30 peer-reviewed journal papers on electrocatalysis, and is named on dozens of issued US and international patents.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our Registration Statement filed on Form S-1filed with the SEC on February 26, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to: Mantra Ventures Group Ltd., #562 – 800 15355 24^thAvenue, Surrey, British Columbia, Canada V4A 2H9.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended May 31, 2015, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, except as noted below.

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Requested Forms
Larry Kristof⁽¹⁾	1	1	1
Jonathan Michael Boughen	0	0	0
Patrick Dodd	1	1	0
W. Glenn Parker	0	0	0

(1)

Mr. Kristof has not filed a requisite Form 4 – Statement of Changes of Beneficial Ownership of Securities. The failure to file the form is the result of administrative delays. The transaction for which the Form 4 must be filed represents less than 1% of our issued and outstanding securities and does not materially impact the number of shares beneficially owned by Mr. Kristof.

ITEM 11 - EXECUTIVE COMPENSATION

The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer, the two highest paid executive officers and up to two other highest paid individuals whose total annual salary and bonus exceeded $100,000 for fiscal years 2015 and 2014.

							Change in
							Pension Value
						Non-Equity	and
						Incentive	Non-Qualified
				Stock	Option	Plan	Deferred	All Other
Name & Principal		Salary	Bonus	Awards	Awards	Compensation	Compensation	Compensation
Position	Year	($)	($)	($)	($)	($)	Earnings ($)	($)	Total ($)
Larry Kristof	2015	162,449	-	-	6,736	-	-	-	169,185
President,
Chief Executive Officer, Chief
Financial Officer, Secretary and
Treasurer	2014	128,917	-	-	-	-	-	-	128,917

Option/SAR Grants in Fiscal Year Ended May 31, 2015

		All Other Option Awards:				Grant Date Fair Value of
		Number of Securities		Exercise or Base Price of		Stock and Option Awards
Name	Grant Date	Underlying Options (#)		Option Awards ($/Share)		($)
Larry Kristof	3/17/15	100,000	$	0.20	$	12,675

Patrick Dodd	3/17/15	100,000	$	0.20	$	12,675

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information for the named executive officers regarding the number of shares subject to both exercisable and unexercisable stock options, as well as the exercise prices and expiration dates thereof, as of May 31, 2015.

Number of

Securities

underlying

Unexercised

Option

Options (#)

Exercise

Name

Exercisable

Unexercisable

Price ($/Sh)

Option Expiration Date

Larry Kristof

25,000

75,000

0.20

March 16, 2017

Patrick Dodd

25,000

75,000

0.20

March 16, 2017

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options (a)		Weighted- average exercise price of outstanding options (b)	Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	1,675,000	$	0.20	1,000,808
Equity compensation plans not approved by security holders	-		-	-
Total	1,675,000	$	0.20	1,000,808

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

On January 8, 2013, we entered into an employment agreement with Larry Kristof, whereby Larry Kristof has agreed to provide services as chief executive officer of our company. The agreement had an initial term of two years, and automatically renews for continues one year periods unless either party gives notice of its intention to terminate at least 30 days prior to a renewal date. In addition, 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.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.

Also on January 8, 2013, our company’s subsidiary, Mantra Energy Alternatives Ltd., entered into an employment agreement with Larry Kristof on the same terms and conditions as the employment agreement with our company.

Director Compensation

The following table sets forth summary information concerning the total compensation paid to our non-employee directors in fiscal 2015 for services to our company.

		Fees Earned
		or Paid in		Option
Name		Cash ($)		Awards ($)		Total ($)
Jonathan Boughen	$	0	$	13,472	$	13,472
W. Glenn Parker	$	0	$	36,797	$	36,797
Total:	$	0	$	50,269	$	50,269

ITEM 12- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of September 16, 2015:

by each person who is known by us to beneficially own more than 5% of our common stock;
by each of our officers and directors; and
by all of our officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Mantra Venture Group Ltd., #562 – 800 15355 24th Avenue, Surrey, British Columbia, Canada V4A 2H9.

NAME OF OWNER	TITLE OF CLASS	NUMBER OF SHARES OWNED (1)		PERCENTAGE OF COMMON STOCK (2)
Larry Kristof	Common Stock	13,300,000	(3)	18.36 %
Jonathan Michael Boughen	Common Stock	162,500	(4)	*
Patrick Dodd	Common Stock	200,000	(5)	*
W. Glenn Parker	Common Stock	150,000	(6)	*
Officers and Directors as a Group (4 persons)	Common Stock	13,812,500	(7)	18.99 %

0770987 BC Ltd.	Common Stock	13,250,000		18.31 %

___________________________________________
* Denotes less than 1%

(1) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of September 16, 2015 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

(2) Percentage based upon 72,383,203 shares of common stock issued and outstanding as of September 16, 2015.

(3) Includes 50,000 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days and 13,250,000 shares of common stock owned by 0770987 BC Ltd. Larry Kristof, as the President of 0770987 BC Ltd.has investment and voting control over the shares held by this entity.

(4) Includes 100,000 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

(5) Includes 50,000 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

(6) Represents shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

(7) Includes 350,000 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as set forth below, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years:

	a)	During the year ended May 31, 2015, the Company incurred management fees of $162,449 (2014 - $128,917) and rent of $Nil (2014 - $13,500) to the President of the Company.
	b)	During the year ended May 31, 2015, the Company incurred management fees of $54,760 (2014 - $55,546) to the spouse of the President of the Company.
	c)	During the year ended May 31, 2015, the Company incurred research and development fees of $76,065 (2014 - $65,121) to a director of the Company.
	d)	On December 9, 2014, the Company granted 200,000 stock options exercisable at $0.20 per share for a period of two years to a director. The Company recorded the fair value of the vested portion of the options of $36,797 as management fees.
	e)	On March 17, 2015, the Company granted 200,000 stock options exercisable at $0.20 per share for a period of two years to a director. The Company recorded the fair value of the vested portion of the options of $13,472 as management fees.
	f)	On March 17, 2015, the Company granted 100,000 stock options exercisable at $0.20 per share for a period of two years to a director. The Company recorded the fair value of the vested portion of the options of $6,736 as management fees.
	g)	On March 17, 2015, the Company granted 100,000 stock options exercisable at $0.20 per share for a period of two years to the President of the Company. The Company recorded the fair value of the vested portion of the options of $6,736 as management fees.
	h)	As at May 31, 2015, the Company owes a total of $93,418 (May 31, 2014 - $136,320) to the President of the Company and his spouse, and a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.
	i)	As at May 31, 2015, the Company owes $18,775 (May 31, 2014- $23,383) to an officer and a director of the Company, which is non-interest bearing, unsecured, and due on demand.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2015 and for fiscal year ended May 31, 2014 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended May 31
	Sadler, Gibb 2015	Sadler, Gibb 2014	Saturna Group 2014
Audit Fees	$35,400	$23,000	CDN$15,200
Audit Related Fees	Nil	Nil	Nil
Tax Fees	Nil	Nil	Nil
All Other Fees	Nil	Nil	Nil
Total	$35,400	$23,000	CDN$15,200

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit #	Exhibit Description

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)

3.1	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)

10.1	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	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)

10.4	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)

10.5	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)

10.6	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)

10.7	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)

10.8	Consulting Agreement with DCC Consulting dated March 13, 2014 (incorporated by reference to our Current Report on Form 8- K filed on March 24, 2014)

10.9	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, 2014)

10.10	Form of Subscription Agreement (incorporated by reference to our Current Report on Form 8-K filed on April 30, 2014

14.1	Code of Ethics and Business Conduct (incorporated by reference to our Registration Statement on Form S- 1 filed on February 26, 2008)

21.01	List of Subsidiaries, filed herewith.

31.01	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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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.

Date: September 18, 2015	By:	/s/ LARRY KRISTOF
		Larry Kristof
		President, Chief Executive Officer and Chief Financial
		Officer (Principal Executive Officer, Principal Financial
		Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date

/s/ LARRY KRISTOF	Director	September 18, 2015
Larry Kristof

/s/ JONATHAN BOUGHEN	Director	September 18, 2015
Jonathan Boughen

/s/ PATRICK DODD	Director	September 18, 2015
Patrick Dodd

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