Mail Stop 3561

      August 24, 2005

Via U.S. Mail and Fax (514) 337-0985
Stephane Solis
President and CEO
Manaris Corporation
4710 St. Ambroise, Suite 227
Montreal, Quebec
Canada H4C 2C7

	RE:	Manaris Corporation
		Form 8-K for the event dated August 16, 2005
		Filed August 16, 2005
		File No. 0-33199

Dear Mr. Solis:

      We have reviewed your filing and have the following
comments.
In our comments, we are asking you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. According to your Form 8-K disclosure, you lowered the exercise
prices of all of the warrants registered on the Form SB-2 (filed
May
9, 2005) to $0.35.  Please explain in your response to this
comment
why the change in terms of the warrants is not an offer and sale
of a
new security under Section 2(a)(3) of the Securities Act of 1933.
Your well-reasoned legal analysis should include references to
specific no-action letters, staff telephone interpretations,
Commission releases and/or applicable case law.  In addition,
please
provide your legal analysis for why it was appropriate to disclose
the change in terms of the warrants in a prospectus supplement
pursuant to Rule 424(b)(3) rather than a post-effective amendment
to
the Form SB-2.
2. Please explain, in your response letter, why you believe the
Special Warrant Offering was a valid private placement under
Section
4(2) of the Securities Act of 1933, when it appears you offered
the
class G, I, H, and J warrants to all of the holders of the
warrants
registered under your Form SB-2.

*	*	*	*

       As appropriate, respond to these comments within ten
business
days or tell us when you will respond.  Please furnish a cover
letter
that keys your responses to our comments and provides any
requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and


* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.






      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please contact Derek Swanson, Staff Attorney, at (202) 551-
3366, or me at (202) 551-3810 with any questions.


Sincerely,



								Michele M. Anderson
								Legal Branch Chief
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Manaris Corporation
Mr. Stephane Solis
August 24, 2005
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