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): August 1, 2007
Commission
File Number: 000-49620
Cobalis
Corp.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of
incorporation
or organization)
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91-1868007
(I.R.S.
Employer
Identification
No.)
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2445
McCabe Way, Suite 150, Irvine, CA
(Address
of principal executive offices)
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92614
(Zip
Code)
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(949)
757-0001
(Registrant’s
Telephone Number, Including Area
Code)
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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)
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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))
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Pre
commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17
CFR 240.13e-4(c))
Item
8.01 Other Events.
Reference
is made to the Forms 8-K filed by Cobalis Corp., a Nevada corporation (the
“Registrant”) on December 27, 2006, February 23, 2007, and April 5, 2007 and
August 1, 2007.
On
August
1, 2007, the Registrant received an informal notice from YA Global Investments,
L.P., formerly known as Cornell Capital Partners, LP (“Cornell Capital”) that
Cornell Capital had filed a petition for involuntary bankruptcy proceedings
pursuant to Chapter 7 on that same date with the U.S. Bankruptcy Court for
the
Central District of California, which seeks liquidation of the Registrant’s
assets. Also on August 1, 2007, the Registrant received a copy of a file-stamped
Chapter 7 petition confirming the notice provided by Cornell Capital. The
petition alleges past due debts not less than $3,000,000.00 plus other amounts
with regard to the convertible debentures entered into between the Registrant
and Cornell Capital on December 20, 2006 and February 20, 2007. These debentures
were attached as exhibits to the reports on Form 8-K filed by the Registrant
on
December 27, 2006 and February 23, 2007, respectively.
The
Registrant is investigating the options of either contesting the petition,
or
electing to consent to a voluntary Chapter 11 proceeding, (re-organization),
which would allow the Registrant to continue operating under supervision
of the
bankruptcy court. The breathing room provided under Chapter 11 would allow
the
Registrant to attempt to raise equity or debt financing to provide the necessary
capital to reorganize its affairs. There is no guarantee that the Registrant
will be permitted to proceed under Chapter 11 and, further, there is no
guarantee that the Registrant will be successful in raising equity and/or
debt
financing sufficient to reorganize its affairs. If the Registrant is not
able to
successfully contest the petition or successfully file and finance a Chapter
11,
the Registrant will likely be forced to cease operations. As of the
date of this report, no orders have been entered by this court, no receivers
or
other similar officers have been appointed, nor has the court assumed
jurisdiction over the Registrant’s business.
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.
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Cobalis
Corp.
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Date:
August 6,
2007
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By:
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/s/ Gerald
Yakatan |
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Name:
Gerald
Yakatan |
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Title:
Chief Executive
Officer |
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