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Wednesday, March 25, 2009 5:44:07 PM
25-Mar-2009
Changes in Registrant's Certifying Accountant
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Previous independent registered public accounting firm
(i) On March 19, 2009, Mantra Venture Group Ltd. (the "Company") formally informed M & K CPAs, PLLC of their dismissal as the Company's independent registered public accountant.
(ii) The reports of M & K CPAs, PLLC on the Company's consolidated financial statements as of and for the period ended May 31, 2008 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 the Company's ability to continue as a going concern.
(iii) The Company's Board of Directors participated in and approved the decision to change independent registered public accounting firms.
(iv) During the period from June 10, 2008 (engagement of M & K CPAs, PLLC by the Company) to May 31, 2008 and through March 19, 2009 there have been no disagreements with M & K CPAs, PLLC 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 M & K CPAs, PLLC would have caused it to make reference thereto in connection with its report on the financial statements for such years. Furthermore, from the Company's inception on January 22, 2007 to March 19, 2009 there have been no disagreements with any of our independent registered public accountants 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 any of our independent registered public accountants would have caused them to make reference thereto in connection with their reports on the financial statements for such years.
(v) The Company has requested that M & K CPAs, PLLC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. The Company has not yet received such letter back from M & K CPAs, PLLC. Once the Company receives the letter, the Company will amend this Form 8-K, and file a copy of the letter as an exhibit.
(b) New independent registered public accounting firm
On March 19, 2009, the Company's board of directors resolved to retain Saturna Group Chartered Accountants LLP as the sole principal independent registered accountant for the Company. During the two most recent fiscal years and through March 19, 2009, the Company had not consulted with Saturna Group Chartered Accountants LLP 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 the Company's consolidated financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that Saturna Group Chartered Accountants LLP concluded was an important factor considered by the 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.
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