SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COBALIS CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation or Organization)
91-1868007
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(I.R.S. Employer Identification No.)
2445 McCabe Way, Suite 150, Irvine, California 92614
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(Address of Principal Executive Offices)
Contracts and corporate resolutions for the following: Information Technology
consulting and support provided by Mark Rumph; Employee wages and employee bonus
for Chas Radovich; Bonus for Thomas Stankovich; Bonus for Marty Marion; Wages
and bonus for Ernest Armstrong; Bonus for Bojan Cosic; Legal counsel regarding
the Gryphon matter provided by David Filler; Legal counsel regarding the Gryphon
matter provided by Catherine M. Rodriguez; Video production services provided by
Laney E. Duck; Website maintenance provided by Nenad Bogdanovic; Corporate
financial and accounting services provided by Kevin Pickard; Employee bonus for
Jennifer Padilla.
(Full Title of Plans)
Chaslav Radovich
2445 McCabe Way, Suite 150, Irvine, California 92614
(Name and Address of Agent for Service)
(949) 757-0001
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(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount Proposed maximum Proposed maximum Amount of
to be registered to be offering price aggregate registration fee
registered(1) per share(2) offering price
-------------------------- ------------------------- ------------------------- --------------------- -------------------
Common Stock,
$.001 par value 562,706 $2.045 $1,150,733.77 $135.44
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(1)Consists of shares issued pursuant to contracts and corporate resolutions for
the following: Information Technology consulting and support provided by Mark
Rumph; Employee wages and employee bonus for Chas Radovich; Bonus for Thomas
Stankovich; Bonus for Marty Marion; Wages and bonus for Ernest Armstrong;
Bonus for Bojan Cosic; Legal counsel regarding the Gryphon matter provided by
David Filler; Legal counsel regarding the Gryphon matter provided by
Catherine M. Rodriguez; Video production services provided by Laney E. Duck;
Website maintenance provided by Nenad Bogdanovic; Corporate financial and
accounting services provided by Kevin Pickard; Employee bonus for Jennifer
Padilla.
(2)Estimated solely for the purpose of estimating the registration fee pursuant
to Rule 457(c) promulgated pursuant to the Securities Act of 1933, on the
basis of the average of the best bid and ask price of the Registrant's Common
Stock as reported on the Over The Counter Bulletin Board on November 21,
2005.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Registrant is offering the following shares of its common stock to the
following individuals for their services performed on the Registrant's behalf.
The issuance of these shares is being made to the listed individuals for the
services noted pursuant a duly adopted resolution adopted by the Board of
Directors on November 8, 2005. The Board has equated the number of these shares
to the value of the services provided by these individuals. The shares issued
hereunder will not be subject to any resale restrictions. The agreements
providing for the issuance are not qualified under ERISA. The following
individuals will receive the number of shares listed next to their names in
exchange for the specific services listed:
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Recipient Shares Services
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Mark Rumph 14,706 Information Technology consulting and support
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Chas Radovich 225,000 Wages and Bonus
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Thomas Stankovich 100,000 Bonus
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Marty Marion 50,000 Bonus
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Ernest Armstrong 48,000 Wages and Bonus
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Bojan Cosic 50,000 Bonus
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David Filler 30,000 Legal counsel regarding Gryphon matter/lawsuit
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Catherine M. Rodriguez 20,000 Legal counsel regarding Gryphon matter/lawsuit
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Laney E. Duck 1,000 Video production services
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Nenad Bogdanovic 1,000 Website maintenance
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Kevin Pickard 20,000 Corporate financial and accounting services
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Jennifer Padilla 3,000 Bonus
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Total Shares: 562,706
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The business development, legal, administrative and other services and employee
wages for which these shares are being issued are not in connection with any
offer or sale of securities in a capital raising transaction and does not
directly or indirectly promote or maintain a market for the securities of the
Registrant.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.
The participants shall be provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of this registration statement,
and (ii) other documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is to be
directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We incorporate the following documents by reference in this Registration
Statement:
(a) Our latest Quarterly Report on Form 10-QSB for the period ended
September 30, 2005, filed with the Securities and Exchange Commission on
November 21, 2005, as amended;
(b) Our Registration Statement on Form 10-SB file number 000-49620,
filed on February 8, 2002 pursuant to Section 12 of the Exchange Act, and
subsequent amendments, in which there is described the terms, rights and
provisions applicable to our outstanding common stock; and
(c) All other documents filed by the company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Six of our Articles of Incorporation provides, among other things, that
our officers and directors shall not be personally liable to us or our
shareholders for monetary damages for breach of fiduciary duty as an officer or
a director, except for liability:
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or
o for unlawful payments of dividends or unlawful stock purchase or
redemption by us.
Our Bylaws and the Nevada Revised Statutes also provide for indemnification of
directors and officers against certain liabilities. Pursuant to our Bylaws, our
officers and directors are indemnified, to the fullest extent available under
Nevada law, against expenses actually and reasonably incurred in connection with
threatened, pending or completed proceedings, whether civil, criminal or
administrative, to which an officer or director is, was or is threatened to be
made a party by reason of the fact that he or she is or was one of our officers,
directors, employees or agents. We may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to repay any
such amounts if it is later determined that he or she was not entitled to be
indemnified by us. Accordingly, our directors may have no liability to our
shareholders for any mistakes or errors of judgment or for any act of omission,
unless the act or omission involves intentional misconduct, fraud, or a knowing
violation of law or results in unlawful distributions to our shareholders.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is, therefore, unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Articles of Incorporation*
3.2 Bylaws*
3.3 Amendment to Articles of Incorporation*
3.4 Amendment to Articles of Incorporation **
3.5 Amendment to Articles of Incorporation ***
4.1 Corporate resolution re employee wages and bonus to Chas Radovich, shares
to Ernest Armstrong for employee services and bonus, shares to Martin
Marion for an employee bonus, shares to Jennifer Padilla for an employee
bonus; shares to Mark Rumph for Information Technology consulting and
support, shares to Thomas Stankovich for a bonus, shares to Bojan Cosic for
a bonus, shares to David Filler for services as legal counsel regarding
Gryphon matter/lawsuit, shares to Catherine M. Rodriguez for services as
legal counsel regarding Gryphon matter/lawsuit, shares to Laney E. Duck for
video production services, shares to Nenad Bogdanovic for website
maintenance, and shares to Kevin Pickard for corporate financial and
accounting services.
4.2 Invoice for IT consulting and support provided by Mark Rumph
4.3 Conversion agreement regarding invoice for IT consulting and support
provided by Mark Rumph
4.4 Conversion agreement regarding invoice for legal services regarding Gryphon
matter/lawsuit provided by David Filler
4.5 Conversion agreement regarding invoice for legal services regarding Gryphon
matter/lawsuit provided by Catherine Rodriguez
4.6 Conversion agreement regarding invoice for corporate financial and
accounting services provided by Kevin Pickard
4.7 Invoice for website maintenance services provided by Nenad Bogdanovic
4.8 Conversion agreement regarding invoice for website maintenance services
provided by Nenad Bogdanovic
4.9 Invoice for video production services provided by Laney Duck
4.10 Conversion agreement regarding invoice for video production services
provided by Laney Duck
5 Opinion of Abrams Garfinkel Margolis Bergson, LLP
23.1 Consent of Abrams Garfinkel Margolis Bergson, LLP****
23.2 Consent of Kabani & Co.
* Previously filed as exhibits to Registration Statement on Form 10-SB filed
on February 8, 2002.
** Previously filed as exhibit to Form 8-K filed on June 25, 2003.
*** Previously filed as exhibit to Form 8-K filed on July 8, 2004.
**** Contained in its opinion filed as Exhibit 5 to this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii) to specify in the prospectus any facts or events occurring after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information specified in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be specified in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; provided, however, that paragraphs (1)(i) and
(1)(ii) shall not apply if the information required to be included in a
post-effective amendment by those clauses is specified in periodic reports filed
by the Company pursuant to the provisions of Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The company hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising pursuant to the Securities
Act may be permitted to directors, officers and controlling persons of the
company pursuant to the foregoing provisions, or otherwise, the company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the company will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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POWER OF ATTORNEY
The company, as the registrant hereunder, and each person whose signature
appears below, hereby appoints Chas Radovich as attorney-in-fact, with full
power of substitution, to execute, in the name and on behalf of the company and
on behalf of each person, individually and in each capacity stated below, one or
more post-effective amendments to this Registration Statement as the
attorney-in-fact, and to file any such post-effective amendments to this
Registration Statement with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act, the company certifies it has
reasonable grounds to believe that the company satisfies all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irvine, California, on this 22nd day of November 2005.
COBALIS CORP., a Nevada corporation
/s/ Chas Radovich
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Chas Radovich
President, Secretary, Treasurer, Chief
Executive Officer, Chief Financial Officer
/s/ Ernest Armstrong
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Ernest Armstrong,
Vice President Business Development
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on November 22, 2005, who are members of the Registrant's board of directors
and who shall administer and enforce the Consultant Agreements with the above
named individuals.
/s/ Chaslav Radovich
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Chaslav Radovich
Director
/s/ Radul Radovich
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Radul Radovich
Director
/s/ Kevin Prendiville
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Kevin Prendiville
Director
/s/ Ernest Armstrong
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Ernest Armstrong
Director
/s/ Lawrence May
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Lawrence May
Director