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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
COBALIS CORP.
| (Name of Issuer) |
COMMON STOCK
| (Title of Class of Securities) |
09063N104
| (CUSIP Number) |
DECEMBER 31, 2005
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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.: 09063N104 |
13G | Page 1 of 10 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Gryphon Master Fund, L.P. |
|||
| 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. | Citizenship or Place of Organization
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. Sole Voting Power 0
| |
| 6. Shared Voting Power 1,004,984
| ||
| 7. Sole Dispositive Power 0
| ||
| 8. Shared Dispositive Power 1,004,984
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,984 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
3.7% |
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| 12. | Type of Reporting Person (See Instructions)
PN |
| CUSIP No.: 09063N104 |
13G | Page 2 of 10 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Gryphon Partners, L.P. |
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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. | Citizenship or Place of Organization
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. Sole Voting Power 0
| |
| 6. Shared Voting Power 1,004,984
| ||
| 7. Sole Dispositive Power 0
| ||
| 8. Shared Dispositive Power 1,004,984
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,984 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
3.7% |
|||
| 12. | Type of Reporting Person (See Instructions)
PN |
| CUSIP No.: 09063N104 |
13G | Page 3 of 10 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Gryphon Management Partners, L.P. |
|||
| 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. | Citizenship or Place of Organization
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. Sole Voting Power 0
| |
| 6. Shared Voting Power 1,004,984
| ||
| 7. Sole Dispositive Power 0
| ||
| 8. Shared Dispositive Power 1,004,984
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,984 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
3.7% |
|||
| 12. | Type of Reporting Person (See Instructions)
PN |
| CUSIP No.: 09063N104 |
13G | Page 4 of 10 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Gryphon Advisors, L.L.C. |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
|||
| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. Sole Voting Power 0
| |
| 6. Shared Voting Power 1,004,984
| ||
| 7. Sole Dispositive Power 0
| ||
| 8. Shared Dispositive Power 1,004,984
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,984 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
3.7% |
|||
| 12. | Type of Reporting Person (See Instructions)
OO |
| CUSIP No.: 09063N104 |
13G | Page 5 of 10 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
E.B. Lyon, IV |
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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. | Citizenship or Place of Organization
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. Sole Voting Power 0
| |
| 6. Shared Voting Power 1,004,984
| ||
| 7. Sole Dispositive Power 0
| ||
| 8. Shared Dispositive Power 1,004,984
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,004,984 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
3.7% |
|||
| 12. | Type of Reporting Person (See Instructions)
IN |
| CUSIP No.: 09063N104 |
13G | Page 6 of 10 |
Item 1(a). Name of Issuer:
Cobalis Corp.
Item 1(b). Address of Issuer’s Principal Executive Offices:
2445 McCabe Way, Suite 150, Irvine, California 92614.
Item 2(a). Name of Persons Filing:
Gryphon Master Fund, L.P. (“Master Fund”), Gryphon Partners, L.P. (“Gryphon Partners”), Gryphon Management Partners, L.P. (“GMP”), Gryphon Advisors, L.L.C. (“Gryphon Advisors”), and E.B. Lyon, IV (“Lyon”).
Item 2(b). Address of Principal Business Office or, if none, Residence:
Each Reporting Person: 100 Crescent Court, Suite 490, Dallas, Texas 75201.
Item 2(c). Citizenship:
Master Fund: Bermuda.
Gryphon Partners: State of Texas.
GMP: State of Texas.
Gryphon Advisors: State of Texas.
Lyon: State of Texas.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
09063N104
| CUSIP No.: 09063N104 |
13G | Page 7 of 10 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; or
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership:
This Schedule 13G filing includes (i) 300,000 shares of the Issuer’s Common Stock underlying an 8% Convertible Note Due 2006 issued by the Issuer; (ii) 416,667 shares of the Issuer’s Common Stock underlying shares of the Issuer’s 7.5% Convertible Preferred Stock, and (iii) warrants to purchase 194,167 shares of the Issuer’s Common Stock; which shares described in (i) through (iii) above, pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Securities Exchange Act of 1934, as amended, are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the Issuer’s Common Stock owned by the Reporting Persons; and (iv) 94,150 shares of the Issuer’s Common Stock.
The shares of the Issuer’s Common Stock reported hereby are owned directly by Master Fund. The General Partner of Master Fund is Gryphon Partners, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. The General Partner of Gryphon Partners is GMP, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. The General Partner of GMP is Gryphon Advisors, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Lyon controls Gryphon Advisors and may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Each of Gryphon Partners, GMP, Gryphon Advisors and Lyon disclaims any beneficial ownership of any such shares of Common Stock owned by Master Fund.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
| CUSIP No.: 09063N104 |
13G | Page 8 of 10 |
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certifications:
By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No.: 09063N104 |
13G | Page 9 of 10 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
| Dated: January 5, 2006 |
GRYPHON MASTER FUND, L.P. | |||||||||||
| By: |
Gryphon Partners, L.P., its General Partner | |||||||||||
| By: |
Gryphon Management Partners, L.P., its General Partner | |||||||||||
| By: |
Gryphon Advisors, L.L.C., its General Partner | |||||||||||
| By: |
/s/ Warren W. Garden | |||||||||||
| Warren W. Garden, Authorized Agent | ||||||||||||
| Dated: January 5, 2006 |
GRYPHON PARTNERS, L.P. | |||||||||||
| By: |
Gryphon Management Partners, L.P., its General Partner | |||||||||||
| By: |
Gryphon Advisors, L.L.C., its General Partner | |||||||||||
| By: |
/s/ Warren W. Garden | |||||||||||
| Warren W. Garden, Authorized Agent | ||||||||||||
| Dated: January 5, 2006 |
GRYPHON MANAGEMENT PARTNERS, L.P. | |||||||||||
| By: |
Gryphon Advisors, L.L.C., its General Partner | |||||||||||
| By: |
/s/ Warren W. Garden | |||||||||||
| Warren W. Garden, Authorized Agent | ||||||||||||
| CUSIP No.: 09063N104 |
13G | Page 10 of 10 |
| Dated: January 5, 2006 |
GRYPHON ADVISORS, L.L.C. | |||||||||||
| By: |
/s/ Warren W. Garden | |||||||||||
| Warren W. Garden, Authorized Agent | ||||||||||||
| Dated: January 5, 2006 |
E.B. LYON, IV | |||||||||||
| By: |
/s/ E.B. Lyon, IV | |||||||||||