UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One)      

x Form 10-K ¨   Form 20-F ¨   Form 11-K ¨  Form 10-Q   ¨ Form 10-D    ¨   Form N-SAR   

¨   Form N-CSR

   
    For Period Ended: May 31, 2017
   
    ¨   Transition Report on Form 10-K
    ¨   Transition Report on Form 20-F
    ¨   Transition Report on Form 11-K
    ¨   Transition Report on Form 10-Q
    ¨   Transition Report on Form N-SAR
   
    For the Transition Period Ended:                                                                  

 

 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

 

 

 

PART I — REGISTRANT INFORMATION

 

Mantra Venture Group Ltd.
Full Name of Registrant
 
n/a
Former Name if Applicable
 
1562 128 th Street 
Address of Principal Executive Office (Street and Number)
 
Surrey, British Columbia, Canada V4A 3T7
City, State and Zip Code

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

         
    (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x       (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
    (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Mantra Venture Group Ltd. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (the “Annual Report”) within the prescribed time period due to a delay experienced by the Registrant in completing its disclosures in the Annual Report. The Registrant anticipates filing its Annual Report within the extension period provided under Rule 12b-25.

 

This notification includes forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The word “anticipates” and similar terms and phrases are used in this notification to identify forward-looking statements, including statements regarding the Registrant’s estimated timing for the filing of the Annual Report. Forward-looking statements are subject to various known and unknown risks and uncertainties and the Registrant cautions you that any forward-looking information provided by or on behalf of the Registrant is not a guarantee of future performance. The Registrant’s actual results could differ materially from those anticipated by such forward-looking statements due to a number of factors, some of which are beyond the Registrant’s control, including, but not limited to, the risk factors detailed from time to time in reports filed by the Registrant with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Notification of Late Filing on Form 12b-25. The Registrant undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

 Roger Ponder   (604)   560-1503
(Name)   (Area Code)   (Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?     x   Yes     o   No

 

If answer is no, identify report(s).

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     o Yes     x   No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

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Mantra Venture Group Ltd.
(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 30, 2017   By: /s/ Roger Ponder
        Name: Roger Ponder
        Title: Chief Executive Officer

 

 

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