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 event reported): October 25, 2006
Manaris Corporation
(Exact name of registrant as specified in its charter)
Nevada 000-33199 88-0467848
----------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer ID)
of incorporation)
1155 Rene-Levesque Blvd. West
Suite 2720
Montreal, Quebec
Canada H3B 2K8
----------------------------------------------------------------------------
(Address of principal executive offices and Zip Code)
(514) 337-2447
----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Copies to:
Darrin Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, NY 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))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
On October 25, 2006, Manaris Corporation ("Manaris" or the "Company") dismissed
PricewaterhouseCoopers LLP - Montreal Canada (the "Former Auditors") as the
Company's independent registered public accounting firm. The Company has engaged
Raymond Chabot Grant Thornton - Quebec the "New Auditors"), as its new
independent registered public accounting firm. The Company's decision to engage
the New Auditors was approved by its Board of Directors on October 25, 2006.
The Former Auditors were engaged in January 2006. The report of the Former
Auditors on the financial statements of the Company for the most recent fiscal
year, did not contain an adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles,
except that the Former Auditors' opinion includes an explanatory paragraph
regarding the existence of substantial doubt about the company's ability to
continue as a going concern.
During the Company's most recent fiscal year and the subsequent interim period
through the date of dismissal, there were no reportable events as the term is
described in Item 304(a)(1)(iv) of Regulation S-B.
During the Company's most recent fiscal year and the subsequent interim period
through the date of dismissal, there were no disagreements with the Former
Auditors on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved to
the satisfaction of the Former Auditors would have caused it to make reference
to the subject matter of the disagreements in connection with its reports on
these financial statements for those periods.
The Company did not consult with the New Auditors regarding the application of
accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, and no written or oral advice was provided by the New Auditors that
was a factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issues.
The Company has requested that the Former Auditors furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements.
SIGNATURES
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
October 31, 2006 By: /s/ John G. Fraser
-------------------
John G. Fraser
President and Chief
Executive Officer