Item 5.02 of the Current Report on Form 8-K under the heading “Management.”

As of April 10, 2007, we had an aggregate of approximately 206 shareholders of record as reported by our transfer agent, Island Stock Transfer. Certain shares are held in the “street” names of securities broker dealers and we do not know the number of shareholders which may be represented by such securities broker dealer accounts.

Dividend Policy

 

The payment by the Company of dividends, if any, in the future, rests within the sole discretion of its Board of Directors. The payment of dividends will depend upon our earnings, our capital requirements and our financial condition, as well as other relevant factors. The Company has not declared any cash dividends since its inception, and has no present intention of paying any cash dividends on its Common Stock in the foreseeable future.

Transfer Agent

 

     The transfer agent for the Common Stock of the Company is Island Stock Transfer of 100 First Avenue South Suite 287 St. Petersburg, Florida 33701

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the Share Exchange described under Item 2.01 of the Current Report on Form 8-K, we issued an aggregate of 80,000,000 shares of Manas common stock to the former shareholders DWM. DWM common stock issued in the Share Exchange was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 903 of Regulation S under the Securities Act (“Regulation S”). At the time of purchase, each DWM shareholder represented that such shareholder: (i) was outside the U.S. and was a not a U.S person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S; (ii) will abide by the restrictions on resale pursuant to Rule 904 of Regulation S; and (iii) if a “dealer” or a person receiving a selling concession fee or other remuneration within the meaning of Regulation S, will not, until the expiration of the one-year “restricted period” within the meaning of Rule 903 of Regulation S, offer or sell such shares to a U.S. person or for the account or benefit of a U.S. person within the meaning Rule 902(k) of the Securities Act.

We did not receive any cash proceeds from the issuance of these securities. These shares are deemed “restricted securities” and bear an appropriate restrictive legend indicating that the resale of such shares may be made only pursuant to registration under the Securities Act or pursuant to an available exemption from such registration.

In addition, 10,330,152 shares of Manas common stock were issued to purchasers of the Units also pursuant to Section 903 of Regulation S and Regulation D under the Securities Act. We received $10,330,152 less costs and expenses for the sale of the Units. These shares are deemed “restricted securities” and bear an appropriate restrictive legend indicating that the resale of such shares may be made only pursuant to registration under the Securities Act or pursuant to an available exemption from such registration.

 

Lastly, 400,000 shares of Manas common stock were issued each to Anderson Properties Incorporated and John Martin as finders’ fees in connection with the Share Exchange. These shares are deemed “restricted securities” and bear an appropriate restrictive legend indicating that the resale of such shares may be made only pursuant to registration under the Securities Act or pursuant to an available exemption from such registration.

Item 5.01. Changes in Control of Registrant.

As a result of the Share Exchange, DWM shareholders received 80,000,000 shares of Manas common stock or approximately 80% of the issued and outstanding shares. Further, contemporaneous with the effectiveness of the Share Exchange, all of the members of our board prior to the Share Exchange resigned and a new board of directors was appointed as detailed in our response to Item 2.01 of this Current Report. The table below sets forth the beneficial ownership of Manas common stock as of April 10, 2007, after giving effect to the Share Exchange by the following individuals or entities

·

each person, or group of affiliated persons, known to us to beneficially own 5% or more of the outstanding Manas common stock;

·

each director of Manas

·

each executive officer of Manas

·

all of the directors and executive officers of Manas as a group.

Beneficial ownership is determined in accordance with the rules of the Commission. The percentage of beneficial ownership set forth below gives effect to the issuance of all shares related to the Share Exchange and the sales of the Units. Except as indicated by footnote and subject to community property laws where applicable, each person or entity named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by him, her or it. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that will be subject to options held by that person that are exercisable as of April 10, 2007, or will become exercisable within 60 days thereafter are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Name and Address of Beneficial Owner(s)		Shares Beneficially Owned Prior to Exchange			Share Beneficially Owned After Exchange(1)			Percentage(2)
5% Shareholders:
Executive Officers and Directors:
Heinz J. Scholz Seegartenstrasse 45 8810 Horgen Switzerland			22,881,449			22,881,449			20.6	%
Alexander Becker 1051 Brickley Close Sidney B.C. Canada			18,075,776			18,075,776			16.2	%
Peter-Mark Vogel Roosweidstrasse 3 8810 Wollerau Switzerland			17,894,432			17,894,432			16.1	%
Velletta Resources & Technology Corp. th Floor 931 Fort Street Victoria B.C. V8V 3K3 Canada (3)			2,091,630			2,091,630			1.9	%
Yaroslav Bandurak Moskovskaya Street H 86/Ap. 38 920020 Bishkek Kyrgyz Republic			1,724,950			1,724,950			1.6	%
All executive officers and directors as a group			62,793,187			62,793,187			56.4	%

(1) Does not include options granted as none of such options will vest within sixty days.

(2) These percentage calculations are based on 111,240,552 shares outstanding.

(3) Beneficial Owner: Michael Velletta

Item 5.02. Departure of Directors or Principal Executive Officers; Election of Directors; Appointment of Principal Officers.

 

As described in Item 2.01 of this Current Report, effective as of the time of the Share Exchange, our board of directors was reconstituted, Messrs. Barrington-Foote, Brown and Sanders resigned as directors and officers of Manas and new officers were appointed.

The following table sets forth the names, ages and positions of our directors and executive officers:

Name	Age	Position
Heinz Scholz		Chairman of the Board
Alexander Becker		Director, Chief Executive Officer
Peter-Mark Vogel		Director, Chief Financial Officer
Michael Velletta		Director
Yaroslav Bandurak	___	Chief Technology Officer
Randal Barrington-Foote		Resigned as Director, Chief Executive Officer on April 10, 2007
Rick Brown		Resigned as Director, Chief Financial Officer on April 10, 2007
Steven A. Sanders		Resigned as Director, Secretary on April 10, 2007

Board Composition

Heinz Jurgen Scholz, Chairman. Mr. Scholz earned his Engineering degree in 1975 and MSc equivalent in Physics in 1979 at University (Bremen) Engineer for Electro Technology, University for Technology (Bremen). From 1979 to 1996 he is formerly CEO and Chairman of the Board of HS Ingenieur Planung GmbH whose main focus was planning and development of factories in the former Soviet Union. HS Ingenieur Planung GmbH also developed various projects on behalf of major international companies in Saudi-Arabia, Iraq and Iraq. Under his direction HS Ingenieur Planung GmbH supplied a telecommunications network and production-facilities in the Soviet Union. HS Ingenieur Planung GmbH also negotiated the sale of the Russian army’s East German telecommunication network to Deutsche Telekom, Germany. In the Soviet Union HS Ingenieur Planung GmbH also built a housing development project for the Russian army near Moscow. Since 1994 he has held the position of CEO and Chairman of the Board of Varuna AG. Varuna’s objective is the investment and exploration of natural resources in the CIS States and Brazil. Since 2004 he has acted as CEO and Chairman of the Board for DWM AG, which deals in exploration, exploitation and the trade of raw-materials.

Alexander Becker, Director, Chief Executive Officer. Mr. Becker received his PhD at Frunze, USSR Academy of Science in 1987 and his MSc Tomsk University, USSR, in 1982 specializing in structural geology and tectonophysics focus petroleum exploration tectonics, stratigraphy and regional geology of Central Asia. He is the former President of Textonic Consulting from 1998 to 2006 and Cadima Pacific Petroleum from 2000-2006. Mr. Becker was Vice President Exploration of Apex Asia from 1995 to 1997 and former researcher at Ramon Science Center, Ben-Gurion University of the Negev (Israel) from 1990-1997. From 1982 to 1990, Mr. Becker was the chief geologist of a mapping division of North-Kyrgyz Geological Expedition, Ministry of Geology, USSR. He has published papers in the Journal of Structural Geology, Tectonophysics, Geology, Bulletin of American Geological Society, International Geology Review, and Journal of Hydrology. He was awarded the Peres Greder Prize of Israel Geological Society in 1995. In 1988 and 1989, Mr. Becker won the award of Best Mapping Geologist of Kyrgyz Republic

 

Peter-Mark Vogel, Director, Chief Financial Officer. Mr. Vogel received his Business Administration and Economics, University of Zurich, Switzerland in 1992. He received his MBA from the University of Chicago, Graduate School of Business in March 2003. Mr. Vogel was employed as a CFA, senior financial analyst Bank Sal. Oppenheim, Zürich, Switzerland from 2000 to July 2005. He was Vice President of the HSBC Research Department in Guyerzeller, Zurich, Switzerland from 1999 to 2000. From 1998 to 1999 he was Vice President of the Research Department Orbitex Finance. He was a Portfolio Manager and Assistant to the Bank’s Executive Committee for SocieteGenerale from 1995 to 1998. He was Assistant Vice President of SocieteGenerale, Zurich, Switzerland from 1995 to 1998. From 1993 to 1995 he was the Finance and Regulatory Associate and Regulatory Analyst at Merrill Lynch Capital Markets. He has been a member of the Swiss Society of Investment Professionals (SSIP) since 1999 and a member of the CFA Institute, formerly Association of Investment Management and Research (AIMR), since 1999.

Yaroslav Mihailovich Bandurak, Chief Technology Officer. Mr. Bandurak received his college degree from Lvov State University in Lvov, Ukraine, where he subsequently served as a member of the Geology Faculty from 1989 to 1995.  He is the former Chief Geologist of Textonic from 2003 to 2004 and Cadima Petroleum from 2001-2003.  He was a Geologist for Action Hydrocarbons from 2000 to 2001 and Chief Geologist for South Kyrgyz Geological Expedition from 1995 to 2000.

Michael Valletta, Director. Mr. Velletta received his LLB degree in Law from the University of Victoria in 1989. In 1990 he was called to the Bar of British Columbia, Canada and presented to the Supreme Court of British Columbia as a Barrister and Solicitor. In addition to engaging in the private practice of law with the law firm of Velletta & Company, Barristers, Solicitors & Notaries, Mr. Velletta serves as a Governor of the Trial Lawyers Association of British Columbia, is a member of the Canadian Bar Association and the International Institute of Business Advisors. Mr. Velletta serves on the Board of Directors of several corporations and is a Governor of the University Canada West Foundation. Mr. Velletta's law practice focuses on corporate and commercial law and commercial litigation.

Board Composition

Our board of directors is currently composed of four members, none of whom have been determined by the board to be an “independent director” as defined by the rules of the Nasdaq Stock Market, Inc.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administration functions. Currently, we do not have an independent audit committee, stock option committee, compensation committee or nominating committee and do not have an audit committee financial expert. Our board of directors currently intends to appoint various committees in the near future.

 

Compensation of Directors

Three of our directors are parties to employment agreements with the Company. On April 10, 2007, our remaining director, Michael J. Velletta was granted stock options to purchase 1,100,000 shares of Manas common stock at a price of $4.00 per share for a term of 10 years as consideration for his service on the board. Such options shall vest 1/12 each quarter over three years. Other than the aforementioned grant and employment agreements, we have no formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director

Executive Compensation

The following table sets forth the annual and long-term compensation, from all sources, of the Chief Executive Officer of the Company and the other executive officers of the Company for services rendered in all capacities to DWM for the fiscal years ended December 31, 2006 and 2005, except as noted below. The compensation described in this table does not include medical, group life insurance or other benefits which are available generally to all of our salaried employees. Neither Manas nor DWM issued any stock based compensation in the last 12 months.

Summary Compensation Table

			Annual Compensation		Long-Term Compensation Awards
Name and Principal Position		Year	Salary ($)	Bonus1	Securities Underlying Options (#)	All other Compensation
Heinz Scholz (Chairman of the Board of Directors)			290,000	None	None	None
			286,000	None	None	None
Dr. Alexander Becker (Chief Executive Officer & Director)			192,000	None	None	None
			152,000	None	None	None
Peter-Mark Vogel (Chief Financial Officer)			145,000	None	None	None
			143,000	None	None	None
Yarslov Bandurak (Chief Technical Officer			30,000	None	None	None
			20,000	None	None	None

¹Does not take into account options granted in conjunction with employment agreements signed by each officer and/or director on April 10, 2007. Although the Board of Directors intends to adopt a comprehensive bonus plan within 60 days following the Effective Date of each Employment Agreement, one has not yet been adopted. For specific terms of the Employment Agreements, please see our response to Item 2.01 of this Current Report.

 

Option grants in Last Fiscal Year

No options were granted to any officers or directors during the year ended December 31, 2006.

Stock Option Plan

In April 2007, Manas’s board of directors adopted and its shareholders approved, the Manas Stock Option Plan. The plan permits grants to be made from time to time as non-qualified stock options or incentive stock options.

Summary of Stock Option Plan

Qualified directors, officers, employees, consultants and advisors of ours and our subsidiaries are eligible to be granted (a) stock options ("Options"), which may be designated as nonqualified stock options ("NQSOs") or incentive stock options ("ISOs"), (b) stock appreciation rights ("SARs"), (c) restricted stock awards ("Restricted Stock"), (d) performance awards ("Performance Awards") or (e) other forms of stock-based incentive awards (collectively, the "Awards"). A director, officer, employee, consultant or advisor who has been granted an Option is referred to herein as an "Optionee" and a director, officer, employee, consultant or advisor who has been granted any other type of Award is referred to herein as a "Participant."

The Board of Directors administers the Stock Option Plan and has full discretion and exclusive power to (a) select the directors, officers, employees, consultants and advisors who will participate in the Stock Option Plan and grant Awards to such directors, officers, employees, consultants and advisors, (b) determine the time at which such Awards shall be granted and any terms and conditions with respect to such Awards as shall not be inconsistent with the provisions of the Stock Option Plan, and (c) resolve all questions relating to the administration of the Stock Option Plan. Members of the Board of Directors receive no additional compensation for their services in connection with the administration of the Stock Option Plan.

The Board of Directors may grant NQSOs or ISOs that are evidenced by stock option agreements. A NQSO is a right to purchase a specific number of shares of common stock during such time as the Board of Directors may determine, not to exceed ten (10) years, at a price determined by the Board of Directors that, unless deemed otherwise by the Board of Directors, is not less than the fair market value of the common stock on the date the NQSO is granted. An ISO is an Option that meets the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). No ISOs may be granted under the Stock Option Plan to an employee who owns more than 10% of our outstanding voting stock ("Ten Percent Stockholder") unless the option price is at least 110% of the fair market value of the common stock at the date of grant and the ISO is not exercisable more than five (5) years after it is granted. In the case of an employee who is not a Ten Percent Stockholder, no ISO may be exercisable more than ten (10) years after the date the ISO is granted and the exercise price of the ISO shall not be less than the fair market value of the common stock on the date the ISO is granted. Further, no employee may be granted ISOs that first become exercisable during a calendar year for the purchase of common stock with an aggregate fair market value (determined as of the date of grant of each ISO) in excess of $100,000. An ISO (or any installment thereof) counts against the annual limitation only in the year it first becomes exercisable.

 

The exercise price of the common stock subject to a NQSO or ISO may be paid in cash or, at the discretion of the Board of Directors, by a promissory note or by the tender of common stock owned by the Option holder or through a combination thereof. The Board of Directors may provide for the exercise of Options in installments and upon such terms, conditions and restrictions as it may determine.

A SAR is a right granted to a Participant to receive, upon surrender of the right, but without payment, an amount payable in cash. The amount payable with respect to each SAR shall be based on the excess, if any, of the fair market value of a share of common stock on the exercise date over the exercise price of the SAR, which will not be less than the fair market value of the common stock on the date the SAR is granted. In the case of an SAR granted in tandem with an ISO to an employee who is a Ten Percent Stockholder, the exercise price shall not be less than 110% of the fair market value of a share of common stock on the date the SAR is granted.

Restricted Stock is common stock that is issued to a Participant at a price determined by the Board of Directors, which price per share may not be less than the par value of the common stock, and is subject to restrictions on transfer and/or such other restrictions on incidents of ownership as the Board of Directors may determine.

A Performance Award granted under the Stock Option Plan (a) may be denominated or payable to the Participant in cash, common stock (including, without limitation, Restricted Stock), other securities or other Awards and (b) shall confer on the Participant the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance periods as the Board of Directors shall establish. Subject to the terms of the Stock Option Plan and any applicable Award agreement, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Board of Directors.

The Board of Directors may grant Awards under the Stock Option Plan that provide the Participants with the right to purchase common stock or that are valued by reference to the fair market value of the common stock (including, but not limited to, phantom securities or dividend equivalents). Such Awards shall be in a form determined by the Board of Directors (and may include terms contingent upon a change of control of Holdings); provided that such Awards shall not be inconsistent with the terms and purposes of the Stock Option Plan.

The Board of Directors determines the price of any such Award and may accept any lawful consideration.

 

The Board of Directors may at any time amend, suspend or terminate the Stock Option Plan; provided, however, that (a) no change in any Awards previously granted may be made without the consent of the holder thereof and (b) no amendment (other than an amendment authorized to reflect any merger, consolidation, reorganization or the like to which we are a party or any reclassification, stock split, combination of shares or the like) may be made increasing the aggregate number of shares of the common stock with respect to which Awards may be granted or changing the class of persons eligible to receive Awards, without the approval of the holders of a majority of our outstanding voting shares.

In the event a Change in Control (as defined in the Stock Option Plan) occurs, then, notwithstanding any provision of the Stock Option Plan or of any provisions of any Award agreements entered into between any Optionee or Participant and us to the contrary, all Awards that have not expired and which are then held by any Optionee or Participant (or the person or persons to whom any deceased Optionee's or Participant's rights have been transferred) shall, as of such Change of Control, become fully and immediately vested and exercisable and may be exercised for the remaining term of such Awards.

Although we have no intentions of merging, consolidating or otherwise reorganizing, if we are a party to any merger, consolidation, reorganization or the like, the Board of Directors has the power to substitute new Awards or have the Awards be assumed by another corporation. In the event of a reclassification, stock split, combination of shares or the like, the Board of Directors shall conclusively determine the appropriate adjustments.

No Award granted under the Stock Option Plan may be sold, pledged, assigned or transferred other than by will or the laws of descent and distribution, and except in the case of the death or disability of an Optionee or a Participant, Awards shall be exercisable during the lifetime of the Optionee or Participant only by that individual.

No Awards may be granted under the Stock Option Plan on or after April 10, 2017, but Awards granted prior to such date may be exercised in accordance with their terms.

The Stock Option Plan and all Award agreements shall be construed and enforced in accordance with and governed by the laws of Delaware.

As of April 10, 2007, of the 11,000,000 shares of common stock reserved for issuance under the Stock Option Plan, we have granted options to purchase 10,250,000 shares of our common stock under the Stock Option Plan at an exercise price of $4.00 per share. Of such options, none have vested as of such date.

Employment Agreements

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of April 10, 2007 about shares of Manas common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or directors under all of the Company’s existing equity compensation plans, including the Manas stock option plan.

Equity compensation plans approved by shareholders		No. of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted Average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plan
Manas stock option plan			10,250,000		$	4.00			750,000
Equity compensation plans not approved by shareholders			____			_____			_____
Total			10,250,000		$	4.00			750,000

Item 5.06. Change in Shell Company Status.