Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
May Lawrence A
 2. Issuer Name and Ticker or Trading Symbol
Cobalis Corp [CLSC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

2445 MCCABE WAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


IRVINE, CA 92612		 4. If Amendment, Date Original Filed(Month/Day/Year)
03/31/2006		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/13/2004   J(1) 0 A $ 0 0 D  
Common Stock 11/16/2005   S4 2,000 D $ 1.92 198,000 D  
Common Stock 11/17/2005   S4 10,000 D $ 1.86 188,000 D  
Common Stock 11/18/2005   S4 8,000 D $ 1.95 180,000 D  
Common Stock 11/18/2005   S4 10,000 D $ 1.93 170,000 D  
Common Stock 11/21/2005   S4 3,000 D $ 2.05 167,000 D  
Common Stock 11/22/2005   S4 500 D $ 2.02 166,500 D  
Common Stock 11/23/2005   S4 1,500 D $ 1.8 165,000 D  
Common Stock 11/25/2005   S4 500 D $ 1.95 164,500 D  
Common Stock 11/30/2005   S4 500 D $ 1.55 164,000 D  
Common Stock 12/01/2005   S4 500 D $ 1.67 163,500 D  
Common Stock 12/01/2005   S4 3,500 D $ 1.66 160,000 D  
Common Stock 12/02/2005   S4 1,000 D $ 2.04 159,000 D  
Common Stock 12/02/2005   S4 9,000 D $ 2.02 150,000 D  
Common Stock 01/11/2006   S4 5,000 D $ 1.42 145,000 D  
Common Stock 01/17/2006   S4 2,800 D $ 1.6 142,200 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase common stock $ 1.75 02/07/2005   A4 250,000   02/07/2005 02/07/2010 Common Stock
250,000
$ 0 250,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
May Lawrence A
2445 MCCABE WAY
IRVINE, CA 92612		   X      

Signatures

/s/ Lawrence A. May 03/31/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person did not make an initial filing on Form 3 at the time he was appointed a director of the Issuer on 12/13/2004. The reporting person held no stock of the Issuer at that time.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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