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 13, 2004
Commission File Number: 000-49620
Cobalis Corp.
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(Exact name of registrant as specified in its charter)
Nevada 91-1868007
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2445 McCabe Way, Suite 150, Irvine, CA 92614
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(Address of principal executive offices) (Zip Code)
(949) 757-0001
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(Registrant's Telephone Number, Including Area Code)
ITEM 5.02: DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On December 13, 2004, Cobalis Corp., a Nevada corporation (the "Registrant"),
appointed Dr. Lawrence May and Mr. Ernest Armstrong to its Board of Directors.
Dr. May, age 56, brings extensive medical and entrepreneurial experience to the
Registrant. He served as the medical director for Physician Therapeutics since
2003. From 1997 to 2003, Dr. May served as an executive vice president for
Herbalife, and was the chairman of its medical advisory board. Prior to that,
Dr. May was in private medical practice since 1979. Dr. May earned his M.D.
degree in 1974, and his Bachelor's degree in Economics in 1970, both at Harvard
University. Dr. May was also licensed by the National Board of Medical Examiners
in 1977. Dr. May is anticipated to be issued 100,000 shares of the Registrant's
$.001 par value common stock and options to purchase 250,000 shares of that
common stock in conjunction with his service on the Registrant's board. Dr. May
is not an officer or director of any other reporting company.
Mr. Armstrong, age 45, is currently the Registrant's Vice President of Business
Development. As CEO of Gene Pharmaceuticals, LLC, Mr. Armstrong has overseen
clinical research on allergic rhinitis products and out-licensed medical
technology for the Registrant. From 1991 through 1996, Mr. Armstrong was Founder
and President of Broncorp, Inc., a research-based pharmaceutical company focused
on drug-delivery technologies and on developing treatments for asthma and
allergy. He was an Associate Professor of International Business at Dai-Ichi
Economics College, Fukuoka, Japan 1988-1991. Mr. Armstrong speaks seven
languages and previously lived in Canada, France, Guatemala, Italy, Japan and
Switzerland. His education includes: BA-International Marketing and core courses
for BS in Biology, Humboldt State University, Arcata, California; BA-French,
University of Aix-en-Provence, France; MBA-San Francisco State University. Mr.
Armstrong owns 100,000 shares of the Registrant's common stock individually, and
is a majority owner of Gene Pharmaceuticals, LLC, which owns 2,012,056 shares of
the Registrant's common stock. Mr. Armstrong receives a salary of $100,000
annually, and, as the principal owner of Gene Pharmaceuticals, LLC is entitled
to certain royalties and other compensation. In February 2004, the Registrant
agreed to grant Mr. Armstrong 1,200,000 options to purchase shares of its common
stock. In addition, Mr. Armstrong has the option to purchase 1,000,000 of the
Registrant's common shares, from St. Petka, the Registrant's majority
shareholder (with no additional dilution to existing shareholders), at a strike
price of $2.00 per share, valid for seven (7) years from February 20, 2004. Mr.
Armstrong is not an officer or director of any other reporting company.
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.
December 13, 2004 By: /s/ Chaslav Radovich
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Chaslav Radovich, President