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): August 11, 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))

<PAGE>



Item 1.01 Entry Into a Material Definitive Agreement

On August 11, 2006,  Manaris  Corporation  ("Manaris" or the "Company")  entered
into a Note and Warrant Purchase Agreement (the "Purchase  Agreement") providing
for the sale by the Company of Series B Subordinated  Secured  Convertible Notes
(the "Series B Notes") in an aggregate  principal amount of  approximately  $3.6
million and Original Issue Discount Subordinated Secured Convertible Notes equal
to fifteen  percent  (15%) of the aggregate  principal  amount of Series B Notes
(the "OID  Notes")  (collectively,  the  "Notes") to certain  institutional  and
accredited investors (the "Investors").  Pursuant to the Purchase Agreement, the
Company  also issued four year  warrants  to  purchase  shares of the  Company's
common  stock  in an  amount  equal  to 37.5% of the  number  of  common  shares
underlying  the Series B Notes at $.45 per share (the "Series Z  Warrants")  and
2.5% of the number of common  shares  underlying  the Series B Notes at $.65 per
share (the "Series Y Warrants") (collectively, the "Warrants").

Gross proceeds of approximately $1.6 million will be disbursed initially,  to be
followed by a second  disbursement of $500,000.  The remaining $1.5 million will
be disbursed upon effectiveness of the Company's registration statement.

The Notes  mature  thirty (30) months from the date of issuance  (the  "Maturity
Date") and are convertible at any time into shares of the Company's common stock
at a fixed  conversion  price of $.42,  subject to a  conversion  price reset of
$.35.  The  conversion  price of the Notes is subject to adjustment  for certain
events,  including  dividends,  distributions  or split of the Company's  Common
Stock, or in the event of the Company's consolidation, merger or reorganization.

Beginning  nine months from the issuance  date,  the Company is required to make
principal payments equal to one-eighth of the aggregate  principal amount of the
Notes on a quarterly basis. The Company may pay the principal  payment in either
cash plus a premium of 7% of each  principal  payment or in shares of registered
common  stock at a 15%  discount  to the market  price of the  Company's  common
stock.

The Company's obligations under the Purchase Agreement and the Notes are secured
by a  subordinated  lien on  substantially  all of the  assets  of the  Company,
pursuant to a Pledge and Security Agreement.

In  connection  with the  Purchase  Agreement,  the Company  also  entered  into
registration rights agreements (the "Registration Rights Agreements")  providing
for the filing of a registration  statement (the "Registration  Statement") with
the Securities  and Exchange  Commission  registering  the Common Stock issuable
upon  conversion  of the Notes and  exercise  of the  Warrants.  The  Company is
obligated to file the Registration Statement no later than 45 days from the date
of closing and to use its best efforts to cause the Registration Statement to be
declared  effective  no later than 120 days after  filing and to insure that the
registration statement remains in effect until all of the shares of common stock
issuable  upon  conversion  of the Notes and exercise of the Warrants  have been
sold. In the event of a default of its obligations under the Registration Rights
Agreements,  including its agreement to file the Registration Statement with the
Securities  and  Exchange  Commission  no  later  than 45 days  from the date of
closing,  or if the Registration  Statement is not declared effective within 120
days of filing, it is required pay to the Investors,  as liquidated damages, for
each  month  that the  registration  statement  has not been  filed or  declared
effective,  as the case may be, an amount or shares of our common stock equal to
1.5% of the amount invested, subject to a maximum of 12%.

In connection  with the private  placement,  the Company has agreed to pay legal
and due diligence  expenses of the investors in an amount not to exceed $43,000.
The Company has also agreed to pay an additional  due diligence fee equal to the
lesser of 1.25% of the net financing proceeds or $75,000.  In addition,  Midtown
Partners LLC will receive  aggregate  placement agent fees of $349,771.  Midtown
Partners and individuals  affiliated with Midtown Partners will also receive the
following  warrants  to purchase  shares of the  Company's  common  stock in the
following  aggregate  amounts:  711,492 warrants  exercisable at $.42 per share;
17,787 Series Y warrants, and; 266,810 Series Z warrants.

The Company claims an exemption from the  registration  requirements  of the Act
for the private  placement of these  securities  pursuant to Section 4(2) of the
Act and/or Regulation D promulgated  thereunder since,  among other things,  the
transaction  did not involve a public  offering,  the investors  are  accredited
investors and/or  qualified  institutional  buyers,  the investors had access to
information  about the  Company and their  investment,  the  investors  took the
securities  for  investment  and not resale,  and the Company  took  appropriate
measures to restrict the transfer of the securities.


Item 9.01 Financial Statements and Exhibits

(c) Exhibits



Exhibit     Description
-------     -----------

10.1        Form of Note and Warrant Purchase Agreement
10.2        Form of Secured Promissory Note
10.3        Form of OID Note
10.4        Form of Pledge and Security Agreement
10.5        Form of Registration Rights Agreement
10.6        Form of Series Y Warrant
10.7        Form of Series Z Warrant
10.8        Deed of Hypothec

<PAGE>


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: August 17, 2006         By:  /s/ John G. Fraser
                                    -------------------
                                    John G. Fraser
                                    President and Chief
                                    Executive Officer
{"company-data": {"conformed-name": "MANARIS CORP", "cik": "0001125051", "assigned-sic": "4813", "irs-number": "880467848", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-33199", "film-number": "061041156"}, "business-address": {"street1": "1155 RENE-LEVESQUE BLVD. WEST", "street2": "SUITE 2720", "city": "MONTREAL", "state": "A8", "zip": "H3B 2K8", "phone": "(514) 337-2447"}, "mail-address": {"street1": "1155 RENE-LEVESQUE BLVD. WEST", "street2": "SUITE 2720", "city": "MONTREAL", "state": "A8", "zip": "H3B 2K8"}, "former-company": [{"former-conformed-name": "C-CHIP TECHNOLOGIES CORP", "date-changed": "20030902"}, {"former-conformed-name": "C CHIP TECHNOLOGIES CORP", "date-changed": "20030328"}, {"former-conformed-name": "KEYSTONE MINES LTD", "date-changed": "20000927"}]}
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): August 11, 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))
Item 1.01 Entry Into a Material Definitive Agreement

On August 11, 2006,  Manaris  Corporation  ("Manaris" or the "Company")  entered
into a Note and Warrant Purchase Agreement (the "Purchase  Agreement") providing
for the sale by the Company of Series B Subordinated  Secured  Convertible Notes
(the "Series B Notes") in an aggregate  principal amount of  approximately  $3.6
million and Original Issue Discount Subordinated Secured Convertible Notes equal
to fifteen  percent  (15%) of the aggregate  principal  amount of Series B Notes
(the "OID  Notes")  (collectively,  the  "Notes") to certain  institutional  and
accredited investors (the "Investors").  Pursuant to the Purchase Agreement, the
Company  also issued four year  warrants  to  purchase  shares of the  Company's
common  stock  in an  amount  equal  to 37.5% of the  number  of  common  shares
underlying  the Series B Notes at $.45 per share (the "Series Z  Warrants")  and
2.5% of the number of common  shares  underlying  the Series B Notes at $.65 per
share (the "Series Y Warrants") (collectively, the "Warrants").

Gross proceeds of approximately $1.6 million will be disbursed initially,  to be
followed by a second  disbursement of $500,000.  The remaining $1.5 million will
be disbursed upon effectiveness of the Company's registration statement.

The Notes  mature  thirty (30) months from the date of issuance  (the  "Maturity
Date") and are convertible at any time into shares of the Company's common stock
at a fixed  conversion  price of $.42,  subject to a  conversion  price reset of
$.35.  The  conversion  price of the Notes is subject to adjustment  for certain
events,  including  dividends,  distributions  or split of the Company's  Common
Stock, or in the event of the Company's consolidation, merger or reorganization.

Beginning  nine months from the issuance  date,  the Company is required to make
principal payments equal to one-eighth of the aggregate  principal amount of the
Notes on a quarterly basis. The Company may pay the principal  payment in either
cash plus a premium of 7% of each  principal  payment or in shares of registered
common  stock at a 15%  discount  to the market  price of the  Company's  common
stock.

The Company's obligations under the Purchase Agreement and the Notes are secured
by a  subordinated  lien on  substantially  all of the  assets  of the  Company,
pursuant to a Pledge and Security Agreement.

In  connection  with the  Purchase  Agreement,  the Company  also  entered  into
registration rights agreements (the "Registration Rights Agreements")  providing
for the filing of a registration  statement (the "Registration  Statement") with
the Securities  and Exchange  Commission  registering  the Common Stock issuable
upon  conversion  of the Notes and  exercise  of the  Warrants.  The  Company is
obligated to file the Registration Statement no later than 45 days from the date
of closing and to use its best efforts to cause the Registration Statement to be
declared  effective  no later than 120 days after  filing and to insure that the
registration statement remains in effect until all of the shares of common stock
issuable  upon  conversion  of the Notes and exercise of the Warrants  have been
sold. In the event of a default of its obligations under the Registration Rights
Agreements,  including its agreement to file the Registration Statement with the
Securities  and  Exchange  Commission  no  later  than 45 days  from the date of
closing,  or if the Registration  Statement is not declared effective within 120
days of filing, it is required pay to the Investors,  as liquidated damages, for
each  month  that the  registration  statement  has not been  filed or  declared
effective,  as the case may be, an amount or shares of our common stock equal to
1.5% of the amount invested, subject to a maximum of 12%.

In connection  with the private  placement,  the Company has agreed to pay legal
and due diligence  expenses of the investors in an amount not to exceed $43,000.
The Company has also agreed to pay an additional  due diligence fee equal to the
lesser of 1.25% of the net financing proceeds or $75,000.  In addition,  Midtown
Partners LLC will receive  aggregate  placement agent fees of $349,771.  Midtown
Partners and individuals  affiliated with Midtown Partners will also receive the
following  warrants  to purchase  shares of the  Company's  common  stock in the
following  aggregate  amounts:  711,492 warrants  exercisable at $.42 per share;
17,787 Series Y warrants, and; 266,810 Series Z warrants.

The Company claims an exemption from the  registration  requirements  of the Act
for the private  placement of these  securities  pursuant to Section 4(2) of the
Act and/or Regulation D promulgated  thereunder since,  among other things,  the
transaction  did not involve a public  offering,  the investors  are  accredited
investors and/or  qualified  institutional  buyers,  the investors had access to
information  about the  Company and their  investment,  the  investors  took the
securities  for  investment  and not resale,  and the Company  took  appropriate
measures to restrict the transfer of the securities.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit     Description
-------     -----------

10.1        Form of Note and Warrant Purchase Agreement
10.2        Form of Secured Promissory Note
10.3        Form of OID Note
10.4        Form of Pledge and Security Agreement
10.5        Form of Registration Rights Agreement
10.6        Form of Series Y Warrant
10.7        Form of Series Z Warrant
10.8        Deed of Hypothec
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: August 17, 2006         By:  /s/ John G. Fraser
                                    -------------------
                                    John G. Fraser
                                    President and Chief
                                    Executive Officer