SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2005
Commission File Number: 000-49620
Cobalis Corp.
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(Exact name of registrant as specified in its charter)
Nevada 91-1868007
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2445 McCabe Way, Suite 150, Irvine, CA 92614
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(Address of principal executive offices) (Zip Code)
(949) 757-0001
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On July 26, 2005, Cobalis Corp., a Nevada corporation (the "Registrant"), was
notified that Stonefield Josephson, Inc. ("Stonefield"), its former auditor, has
withdrawn its audit report dated July 8, 2004 for the Registrant's 2004 and 2003
financial statements, and its audit report dated May 23, 2003 on the
Registrant's 2003 and 2002 financial statements, and that therefore, reliance
should not be placed on those reports referred to above, or on any related
financial statements. Stonefield took this action after we filed our annual
report on Form 10-KSB for the fiscal year ended March 31, 2005 on July 15, 2005,
without the permission of Stonefield , due to a fee dispute with Stonefield. Our
annual report erroneously included a report dated July 20, 2005, which purported
to be from Stonefield, implying that additional auditing procedures had been
performed by that firm, when that had not occurred. On July 19, 2005, Stonefield
notified our senior management that Stonefield was requesting corrective action
as to the error in our Report on Form 10-KSB, wherein (a) Stonefield's report
was not authorized to be associated with the Registrant's financial statements,
and that (b) we should amend our 10-KSB. Stonefield notified our board of
directors on July 26, 2005, that in the opinion of Stonefield, our senior
management did not take timely and appropriate remedial actions in regard to
this request. We are currently preparing an amended annual report to remove the
Stonefield Josephson report, and because of our fee dispute with Stonefield,
have engaged our current auditor, Kabani & Co. to audit the financial statements
for these prior years.
Since we do not have an audit committee, our board of directors has not
discussed this matter with Stonefield as of the date of this report on Form 8-K.
In addition, Stonefield is being provided with a copy of the disclosures made in
response to this Item 4.02 no later than the day that these disclosures are
filed with the Securities and Exchange Commission ("Commission"). Stonefield
will be requested to furnish a letter addressed to the Commission stating
whether it agrees with the statements contained herein, and the Registrant
herewith undertakes to amend this report on Form 8-K within two business days of
receiving such a letter from Stonefield as an exhibit to this report.
Attached hereto is Stonefield Josephson, Inc.'s response to the Form 8-K filed
by Cobalis Corp., a Nevada corporation (the "Registrant") on August 2, 2005 (the
"August 2 Form 8-K"). Under the relevant rules and regulations, Stonefield
Josephson, Inc., has the right to review the Registrant's original Form 8-K and
advise the Registrant as to any disagreement with the disclosure. In the
Registrant's opinion, the attached letter does not specify nor reference any
disagreement with the disclosure contained in the Registrant's August 2 Form
8-K. In the Registrant's opinion, the attached letter is a mere recitation of
Stonefield Josephson, Inc.'s, interpretation of the events leading up to the
filing of the August 2 Form 8-K. The filing of the attached letter should not be
interpreted as the Registrant's agreement with the information contained
therein. In Registrant's opinion, Stonefield Josephson, Inc.'s, actions were
primarily the result of a fee dispute.
ITEM 9.01 EXHIBITS
16.1 Letter from former auditor
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Cobalis Corp.
August 11, 2005 By: /s/ Chaslav Radovich
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Chaslav Radovich, President