SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                  [LETTERHEAD]
                      SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                ATTORNEYS AT LAW

                                                               September 7, 2005

Via Federal Express
Mail Stop 3561
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549

Attention:   Michele M. Anderson, Derek Swanson

              Re:   Manaris Corporation
                    Form 8-K for the event dated August 9, 2005
                    Filed August 9, 2005
                    File No. 0-33199

Ladies and Gentlemen:

      The following responses address the comments of the reviewing Staff of the
Commission as set forth in the comment  letter dated August 24, 2005 relating to
the Form 8-K of Manaris Corporation,  Inc. ("Manaris" or the "Company") filed on
August 9, 2005. On behalf of the Company, we respond as follows:

                   Form 8-K for the event dated August 9, 2005

1.    According to your Form 8-K disclosure,  you lowered the exercise prices of
      all of the  warrants  registered  on the Form SB-2  (filed May 9, 2005) to
      $0.35.  Please  explain in your response to this comment why the change in
      terms of the warrants is not an offer and the sale of a new security under
      Section  2(a)(3) of the Securities Act of 1933. Your  well-reasoned  legal
      analysis should include references to specific  no-action  letters,  staff
      telephone interpretations, Commission releases and/or applicable case law.
      In addition, please provide your legal analysis for why it was appropriate
      to disclose the change in terms of the warrants in a prospectus supplement
      pursuant to Rule 424(b)(3) rather than a  post-effective  amendment to the
      Form SB-2.

      Response:

      In  response  to the first part of  Question  1, the  Company  responds as
      follows.  The  Company has not  offered or sold a new  security  for value
      under Section  2(a)(3) of the Securities Act of 1933.  Section  2(a)(3) of
      the Securities Act of 1933 states:

                  "The term "sale" or "sell"  shall  include  every  contract of
                  sale or  disposition  of a security or interest in a security,
                  for value.  The term  "offer to sell",  "offer  for sale",  or
                  "offer" shall include every attempt or offer to dispose of, or
                  solicitation  of an offer to buy, a security  or interest in a
                  security, for value."

<PAGE>

      In changing the exercise price of the warrants, the Company simply lowered
      the exercise price of an existing security.  Secondly, the Company lowered
      the exercise price of the warrants  gratuitously,  receiving no value as a
      result of the decrease in the exercise price of the warrants.  Finally, no
      new investment  decisions were required to be made by the existing warrant
      holders in order to receive the  reduction  in the  exercise  price of the
      warrants. Thus, the change in the exercise price of the Company's existing
      warrants  constitutes  neither the disposition of a new security for value
      nor an offer to dispose of a new security for value under Section 2(a)(3).

      In response  to the second  part of  Question  1, the Company  relies upon
      Telephone  Interpretation  No. 60  contained  in the Division of Corporate
      Finance Manual of Publicly Available Telephone  Interpretations dated July
      1997. Telephone  Interpretation No. 60 illustrates that it was appropriate
      for the  Company  to  disclose  the  change in the  exercise  price of the
      warrants  registered in the Company's  Form SB-2 filed on May 9, 2005 in a
      prospectus   supplement   pursuant  to  Rule   424(b)(3)   rather  than  a
      post-effective amendment. Telephone Interpretation No. 60 states:

                  "An issuer may extend the exercise  period for warrants and/or
                  reduce the warrant  exercise  price through the issuance of an
                  appropriate Rule 424(b) prospectus sticker supplement prior to
                  the initial  expiration  date of the warrants.  The issuer may
                  not permit the exercise of such  modified  warrants,  however,
                  unless  a  current  prospectus  under  Section  10(a)(3)  with
                  respect to the shares  underlying  the warrants is delivered."
                  [Emphasis added]

      The earliest initial expiration date of the referenced warrants is August
      26, 2005. The Company filed a Rule 424(b) prospectus sticker supplement
      reducing the exercise price of the warrants on August 9, 2005, which is
      prior to the initial August 26, 2005 expiration date of the Company's
      Class A warrants. Therefore, the filing of the Rule 424(b) prospectus
      sticker supplement in lieu of filing a post-effective amendment was
      appropriate.

2.    Please  explain,  in your  response  letter,  why you  believe the Special
      Warrant  Offering was a valid private  placement under Section 4(2) of the
      Securities Act of 1933, when it appears you offered the class G, I, H, and
      J warrants to all of the  holders of the  warrants  registered  under your
      Form SB-2.

      Response:

      The Company's Special Warrant Offering was a valid private placement under
      Section 4(2) of the Securities Act for the following reasons:

      i.    The Special  Warrant  Offering was made only to certain  preexisting
            warrant  holders whose  securities  were registered on the Company's
            Form SB-2 filed on May 9, 2005.

<PAGE>

      ii.   No advertising or general  solicitation  was employed in the Special
            Warrant Offering.

      iii.  The  Special  Warrant  Offering  was  made to a  limited  number  of
            persons, all of whom were accredited investors,  business associates
            of the Company, or executive officers of the Company.

      iv.   Transfer of the warrants was restricted by the Company in accordance
            with the requirements of the Securities Act of 1933.

      v.    The  Company  made  independent  determinations  that the  investors
            participating  in the Special  Warrant  Offering were  accredited or
            sophisticated investors, and that they were capable of analyzing the
            merits and risks of their  investment,  and that they understood the
            speculative  nature of their  investment.  In  addition,  all of the
            investors were provided with access to the Company's  Securities and
            Exchange Commission filings.

      Should you have any  questions,  please do not  hesitate  to  contact  the
undersigned at 212-930-9700. Thank you.

                                                  Very Truly Yours,

                                                  /s/ Darrin Ocasio

                                                  Darrin Ocasio
</TEXT>
</DOCUMENT>