Cobalic, Corp., Form 8-K, 07/18/2006
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): July 18, 2006
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))
|_|
Pre
commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
Item
1.01 Entry into Material Definitive Agreement
On
July
18, 2006, the Registrant entered into an Accord and Satisfaction Agreement
(“Agreement”) with several related party creditors, arranging to settle debt of
$5,194,553 including interest accrued through June 30, 2006, in exchange
for the
issuance of 3,995,809 shares of the Registrant’s $.001 par value common stock.
This debt was incurred in the form of related party advances and services
rendered to the Registrant over recent months. The conversion rate is $1.30
per
share, representing a premium on the market price of the Registrant’s closing
share price on Monday, July 17, 2006 of $1.00 per share.
The
related parties that are owed funds include Radul Radovich, the Registrant’s
Chairman of the Board of Directors, and several entities owned and controlled
by
Mr. Radovich. The amounts owed were as follows: Mr. Radovich was owed $952,611
principal along with interest of $127,509, for a total of $1,084,120, which
is
to be converted to 833,938 restricted shares of the Registrant’s common stock;
St. Petka Trust, a majority shareholder of the Registrant, and of which Mr.
Radovich is the beneficiary and trustor, was owed $1,585,500 principal, along
with interest of $211,335, for a total of $1,796,835, which is to be converted
to 1,382,180 restricted shares of the Registrant’s common stock; R and R
Holdings, Inc. a Nevada corporation owned by Mr. Radovich, was owed $471,507
principal, along with interest of $62,848, for a total of $534,355, which
is to
be converted to 411,042 restricted shares of the Registrant’s common stock;
Silver Mountain Promotions, Inc., a Nevada corporation, owned by Mr. Radovich,
was owed $922,103 principal, along with interest of $122,909, for a total
of
$1,045,012, which is to be converted to 803,855 restricted shares of the
Registrant’s common stock; R R Development, Inc., a California corporation,
owned by Mr. Radovich, was owed $170,000 principal, along with interest of
$51,838, for a total of $221,838, which is to be converted to restricted
170,644
shares of the Registrant’s common stock. In addition, Mr. Radovich was owed
$512,392 for consulting fees, pursuant to a consulting contract with the
Registrant. This amount is to be converted to 394,147 restricted shares of
the
Registrant’s common stock.
The
shares will not be issued until and unless the Registrant is able to increase
its authorized common stock, which must be approved by shareholder vote at
the
Registrant’s next shareholder meeting. The 3,995,809 shares would represent
approximately 12.4% of the Registrant’s currently issued and outstanding common
stock, though the shares will not be issued until after a future shareholder
vote. The issuance would also increase Mr. Radovich’s aggregate beneficial
ownership to approximately 36.2%, assuming current outstanding common stock
levels. The agreement was approved by a majority of the Registrant’s
disinterested board members.
Item
8.01 Other Events.
A
copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference. Except for historical information contained herein, the matters
set forth in this report are forward-looking statements. The forward-looking
statements set forth above involve a number of risks and uncertainties that
could cause actual results to differ materially from any such statement,
including the risks and uncertainties discussed in the Registrant's Safe Harbor
Compliance Statement for Forward-looking Statements included in the Registrant's
recent filings, including Forms 8-K, 10-KSB and 10-QSB, with the Securities
and
Exchange Commission.
Item 9.01
Exhibits.
The
following exhibits are filed with this report on Form 8-K.
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Exhibit
Number
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Exhibit
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10.5
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Accord
and Satisfaction Agreement
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99.1
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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: July
18, 2006 |
By: |
/s/ Chaslav
Radovich |
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Chaslav
Radovich, President
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