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): June 27, 2007

Manaris Corporation

(Exact name of registrant as specified in its charter)

Nevada	~~000-33199~~	88000-~~0467848~~33199	88-0467848
(State or other jurisdiction	(Commission File No.)	(IRS Employer ID)
(State or other jurisdictionof incorporation)		(Commission File No.)	(IRS Employer ID)
	of incorporation)
400 boul. Montpellier Montreal, Quebec Canada H4N 2G7
(Address of principal executive offices and Zip Code)
(514) 904-6030
(Registrant's telephone number, including area code)

400 boul. Montpellier

Montreal, Quebec

Canada H4N 2G7

(Address of principal executive offices and Zip Code)

(514) 904-6030

(Registrant's telephone number, including area code)

Copies to:

Darrin Ocasio, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, NY 10006

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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01 ~~Other~~Entry ~~Events.~~Into a Material Definitive Agreement

AsOn ofJuly ~~June 27~~24, 2007, Manaris Corporation (“Manaris” or the “Company”) entered into a redemption agreement (the “Redemption Agreement”) with the holders (the “Holders”) of the majority of the Series B Subordinated Secured Convertible Notes (the “Series B Notes”) and its related Original Issue Discount Subordinated Secured Convertible Notes (the “OID Notes”) (collectively, ~~had~~the “Notes”) 93for an aggregate principal amount of approximately $2.1 million,~~437~~ and pursuant to the Redemption Agreement,~~654 shares~~ the Company purchased the Notes for $2,249,053. Furthermore, pursuant to the Redemption Agreement, the Holders and the Company agreed to (i) have the Holders surrender 116,697 Series Y and 1,750,433 Series Z warrants (collectively, the “Warrants”) (half of the original ~~its~~Warrants ~~common~~issued ~~stock~~to the Holders), and (ii) have the exercise price of the remaining balance of 1,867,130 Warrants, lowered to $0.~~001~~11 ~~par value~~ per share, ~~issued~~with ~~and~~no ~~outstanding~~further ratchet or anti-dilution provisions adjustments. A copy of the form of the Redemption Agreement is filed as Exhibit 10.1 to this Current Report.

In ~~accordance~~connection with ~~General~~the ~~Instruction~~redemption ~~B.6~~ of ~~Form~~the ~~8-K~~Notes, and to acquire the ~~information~~funds into purchase ~~this~~such Notes, the Company entered into a Note Purchase Agreement (the ~~Current~~“Note ~~Report~~Purchase onAgreement”) ~~Form~~with ~~8-K~~a ~~shall~~certain ~~not~~investor bepursuant ~~deemed~~to which the Company sold to bethe Investor an ~~admission~~8.5% Senior Secured Demand Note (the “Demand Note”), in the form filed as Exhibit 10.4 to this Current Report, for the purchase price ~~materiality~~of $2,274,053. The Demand Note matures 3 Business Days (as defined in the Demand Note) after receipt by the Company of ~~any~~a ~~information~~written notice from the Investor and bears interest on the unpaid principal amount at an annual rate equal to 8.5%, computed on the basis of a 360-day year, with the accrued interest in arrears payable beginning on September 1, 2007 and the ~~Current~~first ~~Report~~Business ~~that~~Day of each calendar month thereafter until the date on which the entire principal amount of the Demand Note, and the aggregate accrued interest thereon, is ~~required~~paid toin befull. ~~disclosed~~As more ~~solely~~fully stated above, the gross proceeds of the Demand Note were used by the Company ~~Regulation~~to FDredeem the Notes. In addition, the Investors also purchased a portion of the outstanding Notes directly from a certain holder, with the total amount of such purchase amounting to $0.2 million.

~~Item~~The 9Company's obligations under the Note Purchase Agreement and the Demand Note are secured by a subordinated lien on substantially all of the assets of the Company, pursuant to a Security Agreement (the “Security Agreement”) entered into by and between the Company, C-Chip Technologies Corporation, a wholly owned subsidiary of the Company, and the collateral agent (the “Collateral Agent”), on behalf of the Investor.01 ~~Financial~~The ~~Statements~~Security Agreement further provides that the Company’s other wholly owned subsidiary, Avensys, Inc., shall also be a party to the Security Agreement and ~~Exhibits~~its assets shall also secure the Demand Note, subject to (a) the remaining holders of the Notes either (i) having their Notes redeemed by the Company or purchased by the Investor, or (ii) obtaining consent to the placement of the liens contemplated by the Security Agreement and its related documents, and (b) the Investor and the Company obtaining permission from the current lien holders on all of Avensys’ assets (“Avensys Lien Holders”) to have the Investor enter into the Security Agreement with Avensys and having Avensys’ assets secure the obligations issued by the Company to the Investor, as subordinated to the Avensys Lien Holders. A copy of the form of the Security Agreement is filed as Exhibit 10.3 to this Current Report.

~~None~~In connection with the Demand Note, the Company has agreed to pay legal and due diligence expenses of the Investor in an amount not to exceed $25,000. Furthermore, in connection with the transactions outlined above, the Company also incurred additional legal and miscellaneous fees of approximately $25,000.

The above descriptions are a summary and are qualified in their entirety by the terms of the various agreements and filings filed as Exhibits 10.1 - 10.8 to this Current Report.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Description

10.1

Form of Redemption Agreement.*

10.2

Note Purchase Agreement dated July 24, 2007, entered into by and between the Company and the entity whose name appears on the signature pages thereof.*

10.3

Security Agreement dated July 24, 2007, entered into by and between the Company, each of the direct or indirect subsidiaries of the Company and the collateral agent signatory thereto, on behalf of the investor.*

10.4

8.5% Senior Secured Demand Note issued dated July 24, 2007.*

10.5

Form of the Series B Subordinated Secured Convertible Note. (1)

10.6

Form of OID Note. (1)

10.7

Form of Series Y Warrant. (1)

10.8

Form of Series Z Warrant. (1)

99.1

Press Release dated July 30, 2007.*

*	Filed herewith.

(1)	Incorporated by reference to the exhibits filed by the Company in its Current Report filed with the SEC on Form 8-K on August 17, 2006.

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
June 27, 2007	By:	/s/ Tony Giuliano
July 30, 2007	By:	/s/ Tony Giuliano
		Tony Giuliano
		Chief Financial Officer

Filing Compare · Avensys CORP