UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): February 8, 2006
MANARIS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 000-33199 88-0467848
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(State or other jurisdiction (Commission File No.) (IRS Employer ID)
of incorporation)
1155 Rene-Levesque Blvd. West
Suite 2720
Montreal, Quebec
Canada H3B 2K8
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(Address of principal executive offices and Zip Code)
(514) 337-2447
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(Registrant's telephone number, including area code)
WITH COPIES TO:
DARRIN OCASIO ESQ.
SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF AMERICAS
NEW YORK, NEW YORK 10018
Tel:(212) 930-9700 Fax:(212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 8, 2006, Manaris Corp. ("Manaris") entered into a Share Purchase and
Sale Agreement (the "Agreement") with The Garda Security Group, Inc. ("Garda").
Pursuant to the Agreement, Manaris will sell all of the shares of its
wholly-owned security consulting subsidiary, 6327915 Canada, Inc., to Garda for
an aggregate purchase price of approximately US $4,331,967 (C$5,000,000)
consisting of cash and common shares of Garda.
6327915 Canada Inc. is the holding company of Chartrand Laframboise Inc. and
Bureau de credit commercial Inc. (collectively the "CLI Group"). The CLI Group
provides security consulting services. Manaris plans to use a portion of the
purchase price to satisfy debt obligations incurred in connection with Manaris'
acquisition of the CLI Group in February 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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10.1 Stock Purchase Agreement dated
February 8, 2006
99.1 Press Release dated February 9, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MANARIS CORPORATION
Dated: February 14, 2006 By: /s/ John G. Fraser
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John G. Fraser
President and Chief
Executive Officer