UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Mantra Venture Group Ltd.
(Exact name of registrant as specified in its charter)
| Nevada | 26-0592672 |
| (State of incorporation of organization) | (I.R.S. Employer Identification Number) |
1205 – 207 West Hastings Street
Vancouver, British Columbia, Canada V6B 1H7
(Address of principal executive offices, including zip code.)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered: | Name of each exchange of which each class is to be registered: |
| None | None |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), check the following box. o
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), check the following box. x
Securities Act registration statement file number to which this form relates: 333-146802
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.00001
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant’s Common Stock is set forth under the caption “Description of Securities” contained in the prospectus included in the Registrant’s Registration Statement on Form SB-2 (File No. 333-146808/071179437) filed with the Securities and Exchange Commission on October 18, 2007, is hereby incorporated by reference in response to this item.
ITEM 2. EXHIBITS
The following exhibits are incorporated by reference from the Registrant's Registration Statement on Form SB-2 (File No. 333-146808/071179437) filed with the Securities and Exchange Commission on October 18, 2007. Such exhibits are incorporated by reference pursuant to Rule 12b-32:
Exhibit No. | Description |
| 3.1 | Articles of Incorporation |
| 3.2 | Bylaws of the Registrant |
| 4 | Instrument Defining the Rights of Holders - Form of Share Certificate |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| | Mantra Venture Group Ltd. |
| | |
| Date: October 14, 2008 | By: /s/ Larry Kristof |
| | Name: Larry Kristof |
| | Title: Director, President and Chief Executive Officer |
