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 18, 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
5.02. APPOINTMENT AND RESIGNATION OF PRINCIPAL OFFICERS AND
DIRECTORS.
Resignation
of Thomas Stankovich as Chief Financial Officer and Treasurer; Appointment
as
Director.
On
December 18, 2006, Thomas Stankovich, the Chief Financial Officer (“CFO”) and
Treasurer of Cobalis Corp., a Nevada corporation (the “Registrant”) resigned
those positions. His resignation was not the result of any disagreement with
the
Registrant’s policies, procedures or practices. The resignation of Mr.
Stankovich is attached hereto as an exhibit. Mr. Stankovich continues to
hold
428,070 shares of the Registrant’s common stock, or 1.2% of the Registrant’s
total issued and outstanding shares as of the date of this report. He also
holds
1,000,000 options to purchase shares of the Registrant’s common stock at $1.75
per share, and which expire in November 2013. Mr. Stankovich has agreed to
accept appointment to the Registrant’s Board of Directors effective January 1,
2007 and also act as the Registrant’s audit committee chair.
Appointment
of Kevin Pickard as Interim Chief Financial Officer and
Treasurer.
On
December 19, 2006, the Board of Directors of the Registrant verbally agreed
to
appoint Kevin Pickard as interim CFO and Treasurer. Mr. Pickard, 43, is a
Certified Public Accountant with experience providing management consulting
services for small to medium sized companies, including due diligence on
potential acquisitions, preparing projections and business plans, positioning
companies for initial public offerings and preparing required SEC filings
for
public companies.
Mr. Pickard
has practiced as a CPA for over 19 years, and has been involved in a number
of
public offerings 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 time to the Registrant’s business affairs. He has been owner of
Pickard & Company, CPAs, APC since 1998. From 1996 to 1998, he was with
Singer Lewak Greenbaum & Goldstein, LLP, where he became a Partner and
co-managed the firm’s securities practice group. From 1987 to 1996, he was with
Coopers & Lybrand, LLP, currently PricewaterhouseCoopers, LLP, where he
focused on auditing companies in the insurance, high-tech and manufacturing
industries. Mr. Pickard received a B.S. degree in Accounting and Master of
Accountancy from Brigham Young University in 1987. Mr. Pickard is also
CFO of
Triton Distribution Systems, Inc., a Colorado corporation and a reporting
company (“Triton”), however, he does not devote his full-time attention to
Triton. Since November 2006, Mr. Pickard has also served as the interim
CFO for
Signalife, Inc., a reporting company listed on AMEX. Mr. Pickard is anticipated
to receive a annual salary of $50,000 cash payable in equal monthly payments,
in
addition to a signing bonus of shares of the Registrant’s common stock payable
by the end of the first quarter of 2007 and other remuneration. A written
compensation agreement will be filed as an exhibit when available. Mr.
Pickard currently owns 30,000 shares of the Registrant’s common stock, or 0.1%
of the Registrant’s total issued and outstanding shares as of the date of this
report, and warrants to purchase 100,000 shares of the Registrant’s common stock
at $1.75 per share, and which expire in 2009 and 2010.
Item
9.01 Exhibits
| Number |
Description |
| |
|
| 17.1 |
Resignation
of Thomas Stankovich |
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 |
| |
Chaslav
Radovich,
President |
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