UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
January 25, 2006
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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 181,555
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Shares
Beneficially 8. Shared Voting Power 1,452,441
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Owned by
Each 9. Sole Dispositive Power 181,555
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Reporting
Person 10. Shared Dispositive Power 1,452,441
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With
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 1,633,996
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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) 6.1%
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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: Chief Scientific Officer 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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Ernest Armstrong, an officer and director of the Issuer, directly owns 181,555
and 3,354 shares jointly with his spouse, and is reporting no change in his
personal holdings. Mr. Armstrong has control of 1,449,087 shares as managing
member and majority owner of Gene Pharmaceuticals, LLC. On January 25, 2006,
Gene Pharmaceuticals, LLC transferred 200,000 shares of the Issuer's common
stock that it owned to a third party lender as collateral for a loan of $100,000
to Gene Pharmaceuticals, LLC, or $.50 per share. These transactions leave Gene
Pharmaceuticals, LLC with 1,449,087 shares of the Issuer's common stock.
ITEM 4. PURPOSE OF TRANSACTION
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On January 25, 2006, Gene Pharmaceuticals, LLC transferred 200,000 shares of the
Issuer's common stock that it owned to a third party lender as collateral for a
loan of $100,000 to Gene Pharmaceuticals, LLC, or $.50 per share. These
transactions leave Gene Pharmaceuticals, LLC with 1,449,087 shares of the
Issuer's common stock. Ernest Armstrong, an officer and director of the Issuer
and is reporting no change in his personal holdings.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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Mr. Armstrong beneficially owns a total of 1,633,996 shares or 6.1% of the
Issuer's common stock as follows:
(a) Ernest Armstrong, an officer and director of the Issuer, owns 181,555 shares
individually, which comprises 0.7% of the Issuer's outstanding common stock,
3,354 shares of the Issuer's common stock jointly with his spouse, which
comprises less than 0.01% of the Issuer's outstanding common stock, and
1,449,087 shares as managing member of Gene Pharmaceuticals, LLC. Gene
Pharmaceuticals, LLC directly owns 1,449,087 shares of the Issuer's common stock
which comprises 5.4% of the Issuer's total issued and outstanding shares.
(b) Ernest Armstrong has sole voting and dispostive power as to the 181,555
shares he owns individually, shared voting and dispositive power as to the 3,354
shares owned with Ms. Armstrong, and sole voting and dispositive power as to the
1,449,087 shares which he controls as managing member and majority owner of Gene
Pharmaceuticals, LLC.
(c) On January 25, 2006, Gene Pharmaceuticals transferred 200,000 shares of the
Issuer's common stock that it owned to leaving Gene Pharmaceuticals, LLC with
1,449,087 shares of the Issuer's common stock. Ernest Armstrong, an officer and
director of the Issuer and is reporting no change in his personal holdings.
(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.
January 25, 2005
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Date
/s/ Ernest Armstrong
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Ernest Armstrong, CSO
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)