UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
Amendment #1
þ ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2008
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________.
Commission file number 000-32865
MANTRA VENTURE GROUP LTD.
(Exact name of registrant as specified in its charter)
| Nevada | 26-0592672 |
| (State or Other Jurisdiction of Incorporation of Organization) | (I.R.S. Employer Identification No.) |
1205 – 207 West Hastings Street Vancouver, British Columbia, V6B 1H7 | (604) 609 2898 |
| (Address of principal executive offices) (ZIP Code) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section12(g) of the Act: None |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No o
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
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 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. Yes o No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) No þ
Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at July 11, 2008: $4,675,091 (Affiliate Holdings of 14,400,000 shares, closing price of shares September 8, 2008 of $0.41)
Number of common shares outstanding at September 10, 2008: 25,802,661
Amendment Note: Mantra Venture Group Ltd. (the “Company”, “we”, “us”, “our”) is filing this amendment to its Annual Report on Form 10-K for the year ended March 31, 2008 in order to revise its disclosure regarding its disclosure controls and procedures. Only Item 9(A)T of the Form 10-K required revision and it is the only Item which we have reproduced in this amendment for ease of review.
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2008. During the evaluation we considered a discrepancy in our quarterly financial statement regarding inaccurate recording of shares issuances. The error occurred because a corporate resolution authorizing an issuance of our common shares was not provided to our legal team and hence the treasury order was not sent to our transfer agent on a timely basis. Based on the evaluation of these disclosure controls and procedures, and in light of the share issuance discrepancy, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management’s Report on Internal Control over Financial Reporting
This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies."
PART IV
Item 15. Exhibits and Financial Statement Schedules
Exhibits
| Exhibit Description |
| 31.1 | |
| 31.2 | |
| 32.1 | |
| 32.2 | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | MANTRA VENTURE GROUP LTD. |
| | | |
| | By: | /s/ Larry Kristof |
| | | Larry Kristof |
| | | Director, President, Chief Executive Officer |
Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURES | | TITLE | | DATE |
| | | | | |
| | | | | |
| /s/ Larry Kristof | | | | June 17, 2009 |
| Larry Kristof | | Director, President, Chief Executive Officer | | |
| | | | | |
| /s/ Dennis Petke | | | | June 17, 2009 |
| Dennis Petke | | Chief Financial Officer, Principal Accounting Officer | | |
| | | | | |
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