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): October 12, 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:
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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)
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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.
Bankruptcy
Proceedings.
Reference
is made to the Forms 8-K filed by Cobalis Corp., a Nevada corporation (the
“Registrant”), on December 27, 2006, February 23, 2007, April 5, 2007, August 1,
2007 and August 7, 2007.
On
August
1, 2007, the Registrant received a copy of a file-stamped Chapter 7 petition
from YA Global Investments, L.P., formerly known as Cornell Capital Partners,
LP
("Cornell Capital") that showed 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, (“Bankruptcy
Court”). Cornell Capital was seeking liquidation of the
Registrant. The petition alleges that the Registrant owed past due
amounts of 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 Forms 8-K filed by the Registrant on December
27,
2006 and February 23, 2007.
On
October 12, 2007, the Registrant filed its petition with the Bankruptcy
Court for the matter to proceed as a Chapter 11 proceeding, which means that
instead of liquidation the Registrant would be seeking approval from the
Bankruptcy Court to effectuate a reorganization of Registrant. If accepted,
this
would allow the Registrant to continue operating under supervision of the
Bankruptcy Court. There is no guarantee that the Bankruptcy Court will allow
Registrant to proceed under Chapter 11 and not order liquidation. Moreover,
since the right to proceed under Chapter 11 is subject to many contingencies
and
required approvals, there is no guarantee that even if the Bankruptcy Court
allows the Registrant to proceed under Chapter 11 that the Registrant’s plan of
reorganization will be approved. In the event the Registrant’s plan of
reorganization is not approved, the Registrant may still face liquidation
and
dissolution.
The
Registrant’s Board of Directors approved the Chapter 11 request as it hopes that
proceeding under Chapter 11 will allow the Registrant to attempt to raise
operating capital through either equity or debt financing. Such financing
will
be crucial in allowing the Registrant 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 liquidate
and cease operations.
The
Bankruptcy Court has jurisdiction over the Registrant’s business and affairs as
a result of this Chapter 11 election. As of the date of this report,
however, no orders have been entered by the Bankruptcy Court and no receivers
or
other similar
officers have been appointed.
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:
October 17,
2007
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By:
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/s/ Gerald
Yakatan |
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Gerald
Yakatan |
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Chief
Executive
Officer |
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