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): ~~February~~March 1416, 2007

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.)

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)

2445 McCabe Way, Suite 150, Irvine, CA 92614

(Address of principal executive offices) (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 5 1.0201. Entry Into ~~APPOINTMENT~~A ~~AND~~Material ~~RESIGNATION~~Definitive ~~OF PRINCIPAL OFFICERS AND DIRECTORS.~~Agreement

OnAs ~~February~~ previously 14reported, ~~2007,~~on ~~Dr.~~December ~~Lawrence~~20, ~~May~~2006, ~~and~~("Agreement ~~Messrs.~~Date") ~~Chaslav Radovich and Ernest Armstrong resigned as members of~~ the ~~board of directors of~~ Registrant, Cobalis Corp., a Nevada corporation ("~~Registrant~~we")., ~~Mr.~~entered ~~Radovich~~into ~~will~~a ~~continue~~Securities ~~to serve as~~Purchase ~~the Registrant’s~~ Agreement ~~President~~with ~~and~~Cornell ~~Secretary~~Capital Partners, ~~and Mr~~L.P. ~~Armstrong~~("Cornell ~~will~~Capital"), ~~continue~~ pursuant to ~~serve~~ as which ~~the~~we ~~Registrant’s~~agreed ~~Chief~~to ~~Scientific~~issue ~~Officer.~~up ~~Dr.~~to ~~May~~an ~~and~~aggregate ~~Mr.~~principal ~~Armstrong~~amount ~~have served as members~~ of ~~the Registrant’s board of directors since December 2004~~$3,850,000 ~~and~~ of convertible ~~Mr.~~debentures ~~Radovich~~("Purchase ~~has served as a director since 2003~~Price"). ~~Chaslav~~Of ~~Radovich resigned his position as a director under the condition~~ that inamount, the ~~event that Chaslav Radovich’s father~~$2, ~~Mr. Radul Radovich~~500,000 convertible ~~currently~~secured ~~the~~debenture ~~chairman of~~ (the ~~Registrant’s~~ ~~board~~“Closing ofDebenture”) ~~directors,~~has ~~leaves~~been orissued ~~is removed from office for any reason, Mr. Chaslav Radovich will be appointed as director~~ and ~~as chairman~~was ~~of the~~ funded ~~board.~~on ~~The resignations were not the result of any disagreement with the policies~~ or ~~practices~~about ofDecember ~~the~~23, ~~Registrant~~2006.

On ~~the same~~ February ~~date~~20, 2007, we filed a registration statement (the ~~Registrant~~“Registration Statement”) ~~appointed~~with ~~Mr.~~the ~~Thomas~~Securities H.and ~~Silberg,~~Exchange ~~Ms.~~Commission ~~Ellen~~(“SEC”) ~~McDonald~~registering ~~and~~ 7,024,085 ~~Mr.~~shares S.of ~~Wayne~~common ~~Kay~~stock asin ~~members~~the name of ~~its~~Cornell ~~board~~Capital ofpursuant ~~directors.~~to a Registration ~~The~~Rights ~~Registrant~~Agreement between us and Cornell Capital dated December ~~has~~ 20, ~~agreed~~ 2006 to(the ~~issue~~“Rights ~~each~~Agreement”). ~~newly~~Accordingly, ~~appointed~~the ~~director~~first 50$675,000 ~~options~~convertible debenture to(the ~~purchase~~“Filing Debenture”), was then issued and funded. On March 16, ~~shares of~~ 2007, the ~~Registrant’s~~Registration ~~common~~Statement ~~stock~~was atdeclared effective. The second $1675,000 convertible debenture (the “Final Debenture”), attached hereto as Exhibit 10.006.2, ~~per~~was ~~share~~then issued and funded. ~~These~~Accordingly, ~~options~~we ~~will~~have ~~vest~~now received aggregate ~~over~~ gross ~~three~~proceeds ~~years~~of ~~and~~$3,850,000 ~~expire~~as ~~after~~of ~~five~~the ~~years.~~date of this report.

The ~~following~~ Final Debenture ~~are~~is convertible at the ~~biographies~~option of Cornell Capital any time up to maturity at a conversion price equal to the ~~new~~lesser ~~directors:~~of the fixed conversion price of $0.9955, or the market conversion price, defined as 90% of the average of the lowest three daily volume weighted average trading prices per share of our common stock during the fifteen (15) trading days immediately preceding the conversion date, as quoted by Bloomberg, LP. We may, at our option, redeem the debenture beginning four months after the Registration Statement was declared effective by the SEC.

~~Ellen~~The ~~McDonald, 45.~~ Final ~~From 2005~~ Debenture ~~to the present, Ms. McDonald~~ has ~~served as the senior vice president business operations for Chugai Pharma USA, LLC, which is~~ a ~~foreign issuer listed on the Over~~two-~~the-Counter~~year ~~Pink~~term ~~Sheets~~and asaccrues ~~CHGCF.PK.~~interest ~~From~~at ~~2004~~8% toper ~~2005,~~year ~~she~~payable ~~was~~in ~~self-employed as a strategic commercialization consultant for small to mid-sized~~ our ~~biotechnology,~~ common ~~pharmaceutical~~stock ~~and~~at ~~medical~~the ~~device~~rate ~~companies.~~equal ~~From 2001~~ to ~~2004, Ms.~~ ~~McDonald was~~ the ~~senior~~conversion ~~vice~~price ~~president~~of ~~for~~the ~~cardiovascular~~debenture ~~marketing and~~in ~~medical~~ effect ~~with~~at ~~Bristol-Myers Squibb. From 1989 to 2001, she held positions of increasing responsibility with Johnson & Johnson, Inc. In 1999, she assumed~~ the ~~role~~time of ~~vice president, oncology franchise for Ortho Biotech Inc~~payment., ~~which at the~~Interest ~~time~~and ~~was~~principal ~~Johnson~~payments ~~& Johnson’s largest pharmaceutical franchise. Ms. McDonald served~~ on ~~active duty with~~ the ~~U.S. Army Military Police Corps from~~Final ~~1984~~ Debenture tois ~~1989,~~due ~~achieving~~on the ~~rank~~maturity ofdate ~~captain. Ms. McDonald earned her bachelor’s~~ of ~~science~~March ~~degree in general engineering from the U.S. Military Academy at West Point in 1984~~16, ~~and her masters of business administration from Columbia University in 1996~~2009. ~~Ms. McDonald is not an officer or director of any other reporting company.~~

The Final Debenture, like the Closing Debenture and the Filing Debenture, is secured by a security agreement with Cornell Capital, which is secured by all our assets, including, but not limited to, assets acquired from Gene Pharmaceuticals, LLC, including the patents for our primary product under development, pursuant to an Asset Pledge Statement. The debentures are also secured by a pledge of 8,400,000 shares of our common stock which are owned by Radul Radovich, one of our directors, and his affiliated entities, which comprises approximately 23.6 % of our currently issued and outstanding common stock. Finally, our officers and directors have executed lock-up agreements restricting the sale of shares of our common stock that they own for a period extending for 30 days after all amounts due under the convertible debentures have been paid.

We plan to use the proceeds for general corporate purposes and for working capital. We agreed to pay Yorkville Advisors a fee of 10% of each tranche of the Purchase Price. Therefore, the net proceeds to us from the Final Debenture are $607,500.

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.

~~Security~~Item ~~Ownership~~ 5.02. Compensatory Arrangements of Certain ~~Beneficial Owners and Management~~Officers

~~The~~On ~~following~~ March 20, ~~table~~2007, ~~sets~~we ~~forth~~executed ~~certain~~a ~~information~~consulting ~~regarding~~agreement with our Interim Chief Financial Officer, Kevin Pickard, to memorialize the ~~beneficial~~terms of his engagement with us. ~~ownership~~ The terms of ~~our~~his ~~common~~one-year ~~stock~~engagement were effective as of ~~February~~the 16date of his engagement, ~~2007~~December by19, ~~each~~2006, ~~person~~as orpreviously ~~entity known~~reported. byIn usexchange tofor behis services, ~~the~~Mr. ~~beneficial~~Pickard ~~owner~~will receive cash fees of ~~more~~$4,166.67 ~~than~~per 5%month, plus four separate grants of ~~the~~50,000 ~~outstanding~~ shares of our common stock, ~~each~~due ofon ~~our~~the ~~directors~~following ~~and~~dates: January ~~named~~1, ~~executive~~2007; ~~officers~~April 1, 2007; July 1, 2007; and ~~all~~ October 1, 2007. The grant of ~~our~~ shares ~~directors~~for ~~and~~January ~~executive~~1, ~~officers~~2007 ashas anot ~~group~~yet been made. The agreement is attached hereto as Exhibit 10.16.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	Gerald Yakatan 2445 McCabe Way, Suite 150 Irvine, CA, 92614	612,500 shares (1) Chief Executive Officer and Director	1.7%
Common Stock	Thomas Stankovich 2445 McCabe Way, Suite 150 Irvine, CA, 92614	428,070 shares (2) Director	1.2%
Common Stock	Chaslav Radovich 2445 McCabe Way, Suite 150 Irvine, CA, 92614	1,184,934 shares (3) President, Secretary	3.3%
Common Stock	Radul Radovich 46 Calle Fresno San Clemente, CA, 92672	10,076,528 shares (4) Chairman of the Board of Directors	28.1%
Common Stock	Ernest Armstrong 2445 McCabe Way, Suite 150 Irvine, CA, 92614	251,967 shares (5) Chief Scientific Officer	0.7%
Common Stock	Kevin Prendiville 2445 McCabe Way, Suite 150 Irvine, CA, 92614	506,480 shares (6) Director	1.4%
Common Stock	Kevin Pickard 445 McCabe Way, Suite 150 Irvine, CA, 92614	30,000 shares (7) Interim Chief Financial Officer and Treasurer	0.1%
Common Stock	St. Petka Trust 46 Calle Fresno San Clemente, CA 92672	7,417,736 shares (4)	20.7%
Common Stock	Silver Mountain Promotions 6446 Silver Dawn Lane Las Vegas, NV, 89118	848,688 shares (4)	2.4%
Common Stock	R and R Holdings 46 Calle Fresno San Clemente, CA, 92672	411,375 shares (4)	1.2%
Common Stock	R & R Development 46 Calle Fresno San Clemente, CA, 92672	170,644 shares (4)	0.5%
Common Stock	Gene Pharmaceuticals 2445 McCabe Way, Suite 150 Irvine, CA, 2614	1,449,087 shares (8)	4.0%
Common Stock	James Hammer 2537 Red Arrow Drive Las Vegas, NV 8913	3,294,643 shares (9)	9.2%
Common Stock	Thomas H. Silberg 2445 McCabe Way, Suite 150 Irvine, CA, 2614	No shares (10)	0%
Common Stock	Ellen McDonald 2445 McCabe Way, Suite 150 Irvine, CA, 2614	No shares (10)	0%

Common Stock	S. Wayne Kay 2445 McCabe Way, Suite 150 Irvine, CA, 2614	No shares (10)	0%
Common Stock	Officers and directors as a group	14,539,566 shares	40.6%

____________________________

(1) Dr. Yakatan also owns 1,000,000 options to purchase shares of our common stock at $1.40 per share which were granted on May 15, 2006, vest over three years, and expire on May 15, 2016.

(2) Thomas Stankovich was granted 1,000,000 options to purchase shares of our common stock at $1.75 per share, which were granted in November 2006 to replace warrants he was granted while serving as one of our officers. Of those options, 666,667 vested by the date of his resignation in December 2006. He was to receive a total of 1,000,000 options pursuant to his employment agreement, though he is no not entitled to the unvested options after he left his employment with us. These options expire in November 2016.

(3) Chaslav Radovich owns 1,140,934 shares individually and is the custodian of the 44,000 shares owned by Milena Radovich, his minor child. Mr. Radovich also owns 1,500,000 options to purchase shares of our common stock at $1.40 per share, which were granted on May 15, 2006 and vest over three years. These options expire on May 15, 2016.

(4) Radul Radovich and his spouse are the beneficiaries of the St. Petka Trust, which owns 7,417,736 shares. Radul Radovich is also the Trustor of St. Petka Trust. Radul Radovich also owns R and R Holdings, which holds 411,375 shares of our common stock. Radul Radovich also owns R&R Development, which holds 170,644 shares. Radul Radovich also owns Silver Mountain Promotions, which holds 848,688 shares of our common stock.

(5) Ernest Armstrong owns 245,063 shares individually, 550 shares owned jointly with his parent, has beneficial ownership of 3,000 shares owned jointly by Mr. Armstrong’s spouse and Mr. Armstrong’s parent, and 3,354 shares owned jointly with his spouse. Mr. Armstrong is also anticipated to receive 2,200,000 options to purchase shares of our common stock at $2.00 per share expiring seven years from the dates of grants, including 1,200,000 options from us and 1,000,000 options to purchase shares owned by St. Petka Trust.

(6) Kevin Prendiville owns 100,000 shares directly and is one of the trustees of the Prendiville Revocable Trust which owns 402,840 shares; he also owns 3,640 shares as custodian for his minor child. Dr. Prendiville also owns 333,000 warrants to purchase shares of our common stock at $1.75 per share, which were granted and vested on October 24, 2005 and expire on October 24, 2010.

(7) Kevin Pickard was appointed as our interim CFO and treasurer in December 2006. He holds 100,000 warrants to purchase shares of our common stock for $1.75 per share; of those, 50,000 warrants expire on September 7, 2009 and 50,000 warrants expire on July 29, 2010. Those warrants were issued while Mr. Pickard served as our consultant.

(8) Mr. Armstrong is a majority owner and managing member of Gene Pharmaceuticals, LLC, which owns 1,449,087 shares.

(9) James Hammer owns 1,177,143 shares individually, 360,000 owned by immediate family members who share his household, 107,500 shares owned jointly with his spouse and 1,650,000 shares owned by the Hammer Family Trust.

(10) Thomas H. Silberg, Ellen McDonald and S. Wayne Kay were appointed as directors in February 2007. Each is anticipated to receive 50,000 options to purchase shares of our common stock with an exercise price of $1.00 per share. Those options will vest over three years and expire after five years.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Item 8.01 Other Events

On ~~February 20~~ March 22, 2007, we issued the press release announcing the ~~changes~~closing toon the financing ~~our board~~ transaction ofdescribed ~~directors~~above with Cornell Capital as set forth in Exhibit 99.1.

ITEM 9.01 EXHIBITS.

Item 9.01	Exhibits
10.6.2	Secured Convertible Debenture (“Final Debenture”) for $675,000
10.16	Consulting Agreement with Kevin Pickard, Interim CFO
99.1	Press Release dated March 22, 2007

~~The following exhibits are filed with this report on Form 8-K.~~ 3

Exhibit Number		Exhibit
17.1		Letter of Resignation for Dr. May
17.2		Letter of Resignation for Mr. Radovich
17.3		Letter of Resignation for Mr. Armstrong
99.1		Press Release dated February 20, 2007

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.
	Cobalis Corp.
Date: February 20, 2007	By:	/s/ Chaslav Radovich
Date: March 22, 2007	By:	/s/ Chaslav Radovich
		Chaslav Radovich, President

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