SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1820, 2006

Commission File Number: 000-49620

Cobalis Corp.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)		91-1868007 (I.R.S. Employer Identification No.)
2445 McCabe Way, Suite 150, Irvine, CA (Address of principal executive offices)		92614 (Zip Code)
(949) 757-0001 (Registrant’s Telephone Number, Including Area Code)

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:

|_| 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~~Item 51.0201. Entry Into ~~APPOINTMENT~~A ~~AND~~Material ~~RESIGNATION~~Definitive ~~OF PRINCIPAL OFFICERS AND DIRECTORS.~~Agreement

~~Resignation~~On December 20, 2006, ("Agreement Date") the Registrant, Cobalis Corp., a Nevada corporation ("we") entered into a Securities Purchase Agreement with Cornell Capital Partners, L.P. ("Cornell Capital") pursuant to which we agreed to issue up to an aggregate principal amount of ~~Thomas~~$3,850,000 ~~Stankovich~~of convertible debentures ("Purchase Price"). Of that amount, $2,500,000 was funded within three business days of the Agreement Date. Two additional closings of $675,000 each are scheduled to occur as ~~Chief~~follows: ~~Financial~~the ~~Officer~~first upon our filing of a registration statement with the Securities and ~~Treasurer;~~Exchange ~~Appointment~~Commission (“SEC”), and as the second upon that registration statement being declared effective by ~~Director~~ the SEC. There is no guarantee that we will complete and file a registration statement, or that if filed, there is no guarantee that the SEC will declare the registration statement effective.

OnIn ~~December~~the event ~~18,~~that ~~2006,~~the ~~Thomas~~registration ~~Stankovich,~~statement ~~the~~is ~~Chief~~either ~~Financial~~untimely ~~Officer~~filed ~~(“CFO”)~~or ~~and~~declared ~~Treasurer~~effective, ofis ~~Cobalis~~not ~~Corp.,~~filed anor ~~Nevada~~declared ~~corporation~~effective (by the ~~“Registrant”)~~required ~~resigned~~dates, then ~~those~~we may ~~positions.~~be ~~His~~in ~~resignation~~default ~~was~~on ~~not~~these ~~the~~agreements, ~~result~~and ofwe ~~any~~face ~~disagreement~~certain ~~with~~liquidated damages ~~the~~in ~~Registrant’s~~addition ~~policies,~~to ~~procedures~~other orrights ~~practices.~~that ~~The~~Cornell ~~resignation~~Capital ofmay Mrhave. The liquidated damages, ~~Stankovich~~at isCornell ~~attached~~Capital’s ~~hereto~~option, asinclude andemand ~~exhibit.~~for ~~Mr.~~a ~~Stankovich~~cash ~~continues~~amount topayable within ~~hold 428,070~~three ~~shares~~business ofdays ~~the~~equal ~~Registrant’s~~to ~~common~~1% ~~stock,~~of orthe ~~1.2%~~liquidated value of the ~~Registrant’s~~Convertible ~~total~~Debentures ~~issued~~outstanding ~~and~~for ~~outstanding~~each ~~shares~~thirty as(30) ofday period after the required filing deadline or the scheduled effective date, ofas ~~this~~the ~~report~~case may be. HeHowever, ~~also~~the ~~holds 1,000,000~~liquidated ~~options~~damages towould ~~purchase~~be ~~shares~~payable offor ~~the~~no ~~Registrant’s~~more ~~common~~than ~~stock~~fifteen atmonths ~~$1.75~~after ~~per~~the Agreement ~~share,~~Date and ~~which~~no ~~expire~~liquidated indamages ~~November~~would ~~2013.~~be ~~Mr.~~owed ~~Stankovich~~if ~~has~~Cornell ~~agreed to~~Capital ~~accept~~fails to ~~appointment~~provide totimely information or if the ~~Registrant’s~~SEC ~~Board~~finds ofthat ~~Directors~~the ~~effective~~terms ~~January~~of 1,the ~~2007~~transactions ~~and~~are ~~also~~non-compliant ~~act~~with aslaw and requires the ~~Registrant’s~~registration ~~audit~~statement to ~~committee~~be ~~chair~~withdrawn and the terms renegotiated.

~~Appointment~~The secured debentures are convertible at the option of ~~Kevin~~Cornell ~~Pickard~~Capital any time up to maturity at a conversion price equal to the lesser of the fixed conversion price of $0.99, or the market conversion price, defined as ~~Interim~~90% of ~~Chief~~the average ~~Financial~~of ~~Officer~~the ~~and~~lowest three daily volume weighted average trading prices ~~Treasurer~~per share of our common stock during the fifteen trading days immediately preceding the conversion date, as quoted by Bloomberg, LP. We may, at our option, redeem the debenture beginning after four months after the registration statement is declared effective by the SEC, in the event that occurs.

OnThe ~~December~~debentures ~~19,~~have ~~2006,~~a ~~the~~two-year ~~Board~~term ofand ~~Directors~~accrue ofinterest ~~the~~at ~~Registrant~~8% ~~verbally~~per ~~agreed~~year payable toin ~~appoint~~our ~~Kevin~~common ~~Pickard~~stock asat ~~interim~~the ~~CFO~~rate ~~and~~equal ~~Treasurer.~~to ~~Mr. Pickard,~~the ~~43,~~conversion isprice ~~a Certified~~of ~~Public~~the ~~Accountant with experience providing management consulting~~debentures ~~services~~in effect ~~for~~at ~~small~~the totime ~~medium~~of ~~sized~~payment. ~~companies,~~Interest ~~including~~and ~~due~~principal ~~diligence~~payments on ~~potential~~ ~~acquisitions,~~the ~~preparing projections and business plans~~$2, ~~positioning~~500,000 ~~companies~~debenture ~~for~~is ~~initial~~due ~~public~~on ~~offerings~~the ~~and~~maturity ~~preparing~~date ~~required~~of ~~SEC~~December ~~filings for public~~20, ~~companies~~2008.

~~Mr. Pickard~~The ~~has~~ debentures ~~practiced~~are assecured by a ~~CPA~~security ~~for~~agreement ~~over~~with 19Cornell ~~years~~Capital, ~~and has been involved in a number~~which of is ~~public~~ secured ~~offerings~~by ~~and private placements. He has served as a financial consultant to the Registrant since late 2004. He does not anticipate devoting~~ all of ~~his business~~our ~~time to the Registrant’s business affairs. He has been owner of Pickard & Company~~assets, ~~CPAs~~including, ~~APC~~but ~~since~~not ~~1998.~~limited ~~From 1996~~ to ~~1998~~, heassets ~~was with~~acquired ~~Singer~~ from Gene ~~Lewak Greenbaum & Goldstein~~Pharmaceuticals, ~~LLP~~LLC, ~~where~~including ~~he became a Partner and co-managed~~ the ~~firm’s~~patents ~~securities~~for ~~practice~~our ~~group.~~primary ~~From 1987 to 1996, he was with~~product ~~Coopers & Lybrand, LLP, currently PricewaterhouseCoopers, LLP, where he~~ under ~~focused on auditing companies in the insurance~~ development, ~~high-tech~~pursuant ~~and~~to ~~manufacturing industries.~~an ~~Mr. Pickard~~Asset ~~received~~Pledge ~~a B~~Statement.S. ~~degree~~The indebentures ~~Accounting~~are ~~and Master of Accountancy from Brigham Young University in 1987. Mr. Pickard is~~ also ~~CFO~~ secured ~~of Triton~~by ~~Distribution Systems, Inc.,~~ a ~~Colorado~~pledge ~~corporation~~of ~~and a reporting company (“Triton”)~~8, ~~however~~400,000 heof ~~does~~the ~~not~~shares ~~devote~~of ~~his~~our ~~full-time~~common ~~attention~~stock towhich ~~Triton.~~ are owned ~~Since~~by ~~November~~Radul ~~2006~~Radovich, ~~Mr.~~one ~~Pickard~~of ~~has~~our ~~also served as the interim CFO for Signalife~~directors, ~~Inc.,~~and ahis ~~reporting~~affiliated ~~company listed on AMEX. Mr. Pickard is anticipated to receive a annual salary of $50~~entities,~~000 cash payable in equal monthly payments,~~ ~~in addition~~ which tocomprises aapproximately ~~signing~~23.6 ~~bonus~~% of ~~shares~~our ofcurrently ~~the~~issued ~~Registrant’s~~and outstanding common stock. ~~payable~~Finally, by our ~~the~~officers ~~end of the first quarter of 2007~~ and ~~other~~directors ~~remuneration.~~have Aexecuted ~~written compensation~~lock-up ~~agreement~~agreements ~~will~~restricting ~~be filed as an exhibit when available. Mr.~~the ~~Pickard~~ sale of ~~currently owns 30,000~~ shares of ~~the~~our ~~Registrant’s~~ common stock, orthat ~~0.1% of~~they ~~the~~own ~~Registrant’s~~for ~~total~~a ~~issued~~period ~~and~~extending ~~outstanding~~for ~~shares as of the date of this~~30 ~~report,~~ days after ~~and~~all ~~warrants~~amounts todue ~~purchase~~under ~~100,000 shares of~~ the ~~Registrant’s~~convertible ~~common~~debentures ~~stock at~~have $1been paid.~~75 per share, and which expire in 2009 and 2010.~~

~~Item~~We ~~9.01~~ plan to ~~Exhibits~~use the proceeds for general corporate purposes and for working capital.

Number	Description
17.1	Resignation of Thomas Stankovich

We have agreed to prepare and file a registration statement under the Securities Act of 1933, as amended, that includes the shares of common stock issuable upon conversion of the debentures and upon exercise of the warrants, within forty-five days of the Agreement Date, and use our best efforts to have that registration statement declared effective within one hundred thirty five days of the Agreement Date.

We also issued to Cornell Capital an aggregate total of 6,640,602 warrants, exercisable on a cash basis provided we are not in default, with the aggregate exercise price of $5,500,000 in four classes: 1,333,333 A Warrants at $0.75 per share, expiring six months after any effective date of the registration statement referenced above; 1,205,400 B Warrants at $0.8296 per share, expiring six months after any effective date of the registration statement referenced above; 2,343,959 C Warrants at $0.7466, expiring five years after the agreement date; and 1,757,901 D Warrants at $0.9955, expiring five years after the agreement date. The A and B Warrants carry forced exercise provisions. The C and D Warrants are non-callable. The exercise price of the warrants is subject to adjustment as provided for in Section 8 of each of the respective four attached Warrant Agreements.

We also agreed to also pay a structuring fees to Yorkville Advisors of $22,500, and a due diligence fee of $7,500. We also agreed to pay Yorkville Advisors a fee of 10% of the Purchase Price.

Issuance of the securities sold was exempt from registration pursuant to Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act. The securities were sold to an accredited investor in a private transaction without the use of any form of general solicitation or advertising. The underlying securities are “restricted securities” subject to applicable limitations on resale.

Item 2.03. Creation of a Direct Financial Obligation.

See Item 1.01 above.

Item 3.02. Unregistered Sales of Equity Securities

See Item 1.01 above.

Item 8.01 Other Events

On December 21, 2006, we issued the press release announcing the closing on the financing transaction described above with Cornell Capital as set forth in Exhibit 99.1.

Item 9.01	Exhibits
10.4.2	Asset Pledge Statement by Gene Pharmaceuticals, LLC
10.5	Securities Purchase Agreement between Cobalis Corp. and Cornell Capital Partners LP
10.6	Secured Convertible Debenture for $2,500,000
10.7	Registration Rights Agreement between Cobalis Corp. and Cornell Capital Partners LP
10.8	Security Agreement between Cobalis Corp. and Cornell Capital Partners LP
10.9	Pledge and Escrow Agreement
10.10	Transfer Agent Instructions
10.11	Form of Lock Up Agreement
10.12	“A Warrant” Agreement between Cobalis Corp. and Cornell Capital Partners LP
10.13	“B Warrant” Agreement between Cobalis Corp. and Cornell Capital Partners LP
10.14	“C Warrant” Agreement between Cobalis Corp. and Cornell Capital Partners LP
10.15	“D Warrant” Agreement between Cobalis Corp. and Cornell Capital Partners LP
99.1	Press Release dated December 21, 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, thereunto duly authorized.

	Cobalis Corp.
Date: December 22, 2006	By:	/s/ Chaslav Radovich
Date: December 27, 2006	By:	/s/ Chaslav Radovich
		Chaslav Radovich, President
		Chaslav Radovich President

Filing Compare · Cobalis Corp