UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Cobalis Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
19074Y 20 5
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(CUSIP Number)
Chaslav Radovich, 2445 McCabe Way, Suite 150, Irvine, CA 92614
(949) 757-0001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 19074Y 20 5
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1. Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only). ERNEST
ARMSTRONG
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization U.S.
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Number of 7. Sole Voting Power 115,005
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Shares
Beneficially 8. Shared Voting Power 1,911,609
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Owned by
Each 9. Sole Dispositive Power 115,005
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Reporting
Person 10. Shared Dispositive Power 1,911,609
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With
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 2,026,614
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 8.2%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
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This statement relates to shares of the common stock, $.001 par value of Cobalis
Corp., a Nevada corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 2445 McCabe Way, Suite 150, Irvine, CA 92614.
ITEM 2. IDENTITY AND BACKGROUND
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(a) Name: Ernest Armstrong
(b) Business Address: 2445 McCabe Way, Suite 150,
Irvine, CA 92614
(c) Present Principal Occupation: Vice President of the Issuer.
(d) Disclosure of Criminal Proceedings: none
(e) Disclosure of Civil Proceedings: none
(f) Citizenship: U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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On May 2, 2005, Mr. Armstrong purchased 150 shares of the Issuer's common stock
for $0.59 per share and on May 3, 2005, purchased 150 shares of the Issuer's
common stock at $0.60. per share, using his personal funds. On May 2, 2005, Gene
Pharmaceuticals, LLC transferred 217,969 shares of the Issuer's common stock
that it owned to Ernest T. and Alicia P. Armstrong as partial repayment of loans
made by Mr. Armstrong to Gene Pharmaceuticals; per an agreement dated April 22,
2005, the shares were valued at $0.65 per share. On May 2, 2005, the Armstrongs
transferred 65,391 shares to an unrelated third party in a privately negotiated
transaction; these shares were valued at $0.65 per share pursuant to the terms
of their agreement dated April 22, 2005. Mr. Armstrong is the managing member of
Gene Pharmaceuticals, and is an officer and director of the Issuer. This
transaction results in Mr. Armstrong owning 115,005 shares of the Issuer's
common stock directly and personally, 152,578 shares jointly with Ms. Armstrong,
and having control of 1,759,031 shares as managing member and majority owner of
Gene Pharmaceuticals, LLC.
ITEM 4. PURPOSE OF TRANSACTION
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On May 2, 2005, Mr. Armstrong purchased 150 shares of the Issuer's common stock
for $0.59 per share and on May 3, 2005, purchased 150 shares of the Issuer's
common stock at $0.60. per share, using his personal funds and to express his
personal commitment to the Issuer. On May 2, 2005, Gene Pharmaceuticals, LLC
transferred 217,969 shares of the Issuer's common stock that it owned to Ernest
T. and Alicia P. Armstrong as partial repayment of loans made by Mr. Armstrong
to Gene Pharmaceuticals; per an agreement dated April 22, 2005, the shares were
valued at $0.65 per share. On May 2, 2005, the Armstrongs transferred 65,391
shares to an unrelated third party in a privately negotiated transaction; these
shares were valued at $0.65 per share pursuant to the terms of their agreement
dated April 22, 2005. Mr. Armstrong is the managing member of Gene
Pharmaceuticals, and is an officer and director of the Issuer. These
transactions result in Mr. Armstrong owning 115,005 shares of the Issuer's
common stock directly and personally, 152,578 shares jointly with Ms. Armstrong,
and having control of 1,759,031 shares as managing member and majority owner of
Gene Pharmaceuticals, LLC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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Mr. Armstrong beneficially owns a total of 2,026,614 shares or 8.2% of the
Issuer's common stock as follows:
(a) Ernest Armstrong, an officer and director of the Issuer, owns 115,005 shares
individually, which comprises 0.5% of the Issuer's outstanding common stock,
152,578 shares of the Issuer's common stock jointly with Ms. Armstrong, which
comprises 0.6% of the Issuer's outstanding common stock, and 1,759,031 shares as
managing member of Gene Pharmaceuticals, LLC. Gene Pharmaceuticals, LLC directly
owns 1,759,031 shares of the Issuer's common stock which comprises 7.1% of the
Issuer's total issued and outstanding shares.
(b) Ernest Armstrong has sole voting and dispostive power as to the 115,005
shares he owns individually, shared voting and dispositive power as to the
152,578 shares owned with Ms. Armstrong, and sole voting and dispositive power
as to the 1,759,031 shares which he controls as managing member and majority
owner of Gene Pharmaceuticals, LLC.
(c) On May 2, 2005, Mr. Armstrong purchased 150 shares of the Issuer's common
stock for $0.59 per share and on May 3, 2005, purchased 150 shares of the
Issuer's common stock at $0.60 per share, using his personal funds and to
express his personal commitment to the Issuer. On May 2, 2005, Gene
Pharmaceuticals, LLC transferred 217,969 shares of the Issuer's common stock
that it owned to Ernest T. and Alicia P. Armstrong as partial repayment of loans
made by Mr. Armstrong to Gene Pharmaceuticals; per an agreement dated April 22,
2005, the shares were valued at $0.65 per share. On May 2, 2005, the Armstrongs
transferred 65,391 shares to an unrelated third party in a privately negotiated
transaction; these shares were valued at $0.65 per share pursuant to the terms
of their agreement dated April 22, 2005. Mr. Armstrong is the managing member of
Gene Pharmaceuticals, and is an officer and director of the Issuer. These
transactions result in Mr. Armstrong owning 115,005 shares of the Issuer's
common stock directly and personally, 152,578 shares jointly with Ms. Armstrong,
and having control of 1,759,031 shares as managing member and majority owner of
Gene Pharmaceuticals, LLC.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
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None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
May 3, 2005
Date
/s/ Ernest Armstrong
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Ernest Armstrong
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)