8-K/A 1 v056453_8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A 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 As previously reported, 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 LLP - Montreal, Canada (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. The requested letter is attached as Exhibit 16.1 to this amended Form 8-K. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description -------- -------------------------- 16.1 Letter from Former Auditor. 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 November 3, 2006 By: /s/ John G. Fraser ------------------- John G. Fraser President and Chief Executive Officer