UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

       For the transition period from ________________ to _______________

                                    000-49620
                            (Commission file number)

                                  COBALIS CORP.
        (Exact name of small business issuer as specified in its charter)

              NEVADA                                            91-1868007
   (State or other jurisdiction                                (IRS Employer
 of incorporation or organization)                          Identification No.)

              2445 MCCABE WAY, SUITE 150, IRVINE, CALIFORNIA 92614
                    (Address of principal executive offices)

                                 (949) 757-0001
                           (Issuer's telephone number)

                                BIOGENTECH CORP.
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X|  No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 1, 2004 - 21,678,514
shares of common stock

    Transitional Small Business Disclosure Format (check one): Yes |_|  No |X|

<PAGE>


                                  COBALIS CORP.
                                      INDEX

                                                                       Page
                                                                       Number

PART I.    FINANCIAL INFORMATION                                               2

Item 1.    Financial Statements                                                2

           Consolidated Balance Sheet as of June 30, 2004 (unaudited)          2

           Consolidated Statements of Operations for the
           three months ended June 30, 2004 and 2003 (unaudited)               3

           Consolidated Statements of Stockholders' Deficit for the
           three months ended June 30, 2004 (unaudited)                        4

           Consolidated Statements of Cash Flows for the
           three months ended June 30, 2004 and 2003 (unaudited)               5

           Notes to Consolidated Financial Statements (unaudited)              6

Item 2.    Management's Discussion and Analysis or Plan of Operations         12

Item 3.    Controls and Procedures                                            17

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                  18

Item 2.    Change in Securities                                               18

Item 3.    Defaults Upon Senior Securities                                    18

Item 4.    Submission of Matters to a Vote of Security Holders                18

Item 5.    Other Information                                                  18

Item 6.    Exhibits and Reports on Form 8-K                                   19

SIGNATURES                                                                    20



                                       1
<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                          COBALIS CORP. AND SUBSIDIARY
                           (FORMERLY BIOGENTECH CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           JUNE 30,
                                                                                            2004
                                                                                        ------------
                                     ASSETS
<S>                                                                                     <C>
CURRENT ASSETS
     Prepaid expenses and other current assets                                          $     13,509
     Inventory                                                                                 5,903
                                                                                        ------------
TOTAL CURRENT ASSETS                                                                          19,412

DEBT ISSUE COSTS                                                                              60,949
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $53,511                            58,547
WEBSITE DEVELOPMENT COSTS, net of accumulated amortization of $27,044                          7,563
PATENTS, net of accumulated amortization of $184,453                                         720,862
DEPOSIT                                                                                       40,000
                                                                                        ------------
TOTAL ASSETS                                                                            $    907,333
                                                                                        ============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Bank overdraft                                                                     $     27,801
     Accounts payable                                                                        323,683
     Accrued penalties                                                                       422,000
     Accrued expenses, other                                                                 365,702
     Due to related parties                                                                1,205,761
     Warrant liability                                                                        71,660
     Convertible note payable, net of discount of $476,909                                   123,091
     Demand loans payable                                                                  1,215,000
                                                                                        ------------
TOTAL CURRENT LIABILITIES                                                                  3,754,698

7.5% CONVERTIBLE PREFERRED STOCK (dividends on arrears of $56,250)
     $0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding          885,000

COMMITMENTS AND CONTINGENCIES                                                                     --

STOCKHOLDERS' DEFICIT
     Common stock; $0.001 par value; 50,000,000 shares
       authorized; 24,671,025 shares issued and 21,671,025 shares outstanding                 21,671
     Additional paid-in capital                                                            6,903,152
     Deficit accumulated during the development stage                                    (10,657,188)
                                                                                        ------------
TOTAL STOCKHOLDERS' DEFICIT                                                               (3,732,365)
                                                                                        ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                             $    907,333
                                                                                        ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       2
<PAGE>

                          Cobalis Corp. and Subsidiary
                           (FORMERLY BIOGENTECH CORP.)
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED             CUMULATIVE FROM
                                                   ------------------------------       NOVEMBER 21,
                                                     JUNE 30,         JUNE 30,      2000 (INCEPTION) TO
                                                      2004              2003           JUNE 30, 2004
                                                   ------------      ------------      ------------
                                                                   (as restated)
<S>                                                <C>               <C>               <C>
NET SALES                                          $        359      $      1,687      $      5,514

COST OF SALES                                             1,120               439            29,962
                                                   ------------      ------------      ------------
GROSS LOSS                                                 (761)            1,248           (24,448)
                                                   ------------      ------------      ------------
OPERATING EXPENSES:
     Professional fees                                  212,959            98,523         2,166,053
     Salary and wages                                    75,504           239,687         1,777,198
     Rent expense                                        32,186            20,729           315,445
     Marketing and promotions                               898           183,076           399,692
     Depreciation and amortization                       20,974            27,076           368,417
     Impairment expense                                      --                --         2,331,522
     Other operating expenses                            78,703           100,161           769,890
                                                   ------------      ------------      ------------
TOTAL OPERATING EXPENSES                                421,224           669,252         8,128,217
                                                   ------------      ------------      ------------
LOSS FROM OPERATIONS                                   (421,985)         (668,004)       (8,152,665)

OTHER INCOME (EXPENSE)
     Interest expense and financing costs              (201,369)           (6,949)       (1,899,342)
     Change in fair value of warrant liability           70,478                --           279,819
                                                   ------------      ------------      ------------
TOTAL OTHER EXPENSE                                    (130,891)           (6,949)       (1,619,523)
                                                   ------------      ------------      ------------
LOSS BEFORE PROVISION FOR INCOME TAXES                 (552,876)         (674,953)       (9,772,188)

PROVISION FOR INCOME TAXES                                   --                --                --
                                                   ------------      ------------      ------------
NET LOSS                                               (552,876)         (674,953)       (9,772,188)

PREFERRED STOCK DIVIDENDS                                18,750                --           941,250
                                                   ------------      ------------      ------------
NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS         $   (571,626)     $   (674,953)     $(10,713,438)
                                                   ============      ============      ============
NET LOSS PER SHARE:
     BASIC AND DILUTED                             $      (0.03)     $      (0.03)     $      (0.58)
                                                   ============      ============      ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
     BASIC AND DILUTED                               21,240,680        19,817,875        18,375,333
                                                   ============      ============      ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       3
<PAGE>

                          COBALIS CORP. AND SUBSIDIARY
                           (formerly Biogentech Corp.)
                          (A Development Stage Company)
                Consolidated Statements of Stockholders' Deficit
       For the Period From November 21, 2000 (inception) to June 30, 2004

<TABLE>
<CAPTION>



                                                                                         Common stock                Additional
                                                                                  -----------------------------       paid-in
                                                                                   Shares               Amount         capital
                                                                                  ------------     ------------      ------------
<S>                                                                               <C>               <C>               <C>
Balance at inception (November 21, 2000)                                                    --     $         --      $         --
Issuance of founder's shares in exchange
  for property and equipment                                                        16,300,000           16,300                --
Issuance of common stock for cash - November 2000 @ $1.00                               30,000               30            29,970
Issuance of common stock for cash - December 2000 @ $1.00                               15,000               15            14,985
Issuance of common stock for cash - February 2001 @ $1.00                               12,000               12            11,988
Issuance of common stock for cash - March 2001 @ $1.00                                 125,000              125           124,875
Issuance of common stock for services - March 2001 @ $1.00                              10,000               10             9,990
Contributed capital                                                                         --               --            62,681
Net loss for the period from inception
  (November 21, 2000) to March 31, 2001                                                     --               --                --
                                                                                  ------------     ------------      ------------

Balance at March 31, 2001, as restated                                              16,492,000           16,492           254,489

Issuance of common stock for cash - April 2001 @ $1.00                                  10,000               10             9,990
Issuance of common stock for telephone equipment -
  April 2001 @ $1.00                                                                     6,750                7             6,743
Issuance of common stock for cash - May 2001 @ $1.00                                    11,000               11            10,989
Issuance of common stock for website development -
  May 2001 @ $1.00                                                                      17,000               17            16,983
Issuance of common stock for legal services -
  May 2001 @ $1.00                                                                       1,000                1               999
Issuance of common stock for cash - June 2001 @ $1.00                                   23,500               24            23,476
Issuance of common stock for cash - July 2001 @ $1.00                                   20,000               20            19,980
Issuance of common stock for cash - August 2001 @ $1.00                                 25,000               25            24,975
Issuance of common stock for services, related party -
  September 2001 @ $1.00                                                                65,858               66            65,792
Issuance of common stock for cash - September 2001 @ $1.00                              15,000               15            14,985
Issuance of common stock for services - September 2001 @ $1.00                          11,000               11            10,989
Issuance of stock options for services - September 2001                                     --               --            32,000
Issuance of common stock for cash - October 2001 @ $1.00                                 5,000                5             4,995
Issuance of common stock for cash - December 2001 @ $1.00                               30,000               30            29,970
Issuance of common stock for services -
  December 31, 2001 @ $1.00                                                             33,000               33            32,967
Issuance of common stock for services, related party -
  December 2001 @ $1.00                                                                117,500              118           117,382
Issuance of common stock for prepaid advertising -
  December 2001 @ $1.00                                                                 15,600               15            15,585
Issuance of common stock for property and equipment -
  January 2002 @ $3.00                                                                   1,000                1             2,999
Issuance of common stock for services, related party -
  January 2002 @ $1.00                                                                  33,000               33            32,967
Issuance of common stock for cash - February 2002 @ $2.00                               20,000               20            39,980
Issuance of common stock for cash - March 2002 @ $2.00                                  12,500               12            24,988
Contributed capital                                                                         --               --           211,269
Deferred compensation                                                                       --               --                --
Net loss                                                                                    --               --                --
                                                                                  ------------     ------------      ------------

Balance at March 31, 2002, as restated                                              16,965,708           16,966         1,005,492

Issuance of common stock for services - April 2002 @ $2.00                               3,000                3             5,997
Issuance of common stock for cash - April 2002 @ $1.00                                  10,000               10             9,990
Issuance of common stock for cash - April 2002 @ $2.00                                  17,500               17            34,983
Issuance of common stock for cash - May 2002 @ $1.00                                    10,000               10             9,990
Issuance of common stock for cash - May 2002 @ $2.00                                    16,000               16            31,984
Issuance of stock options for services - May 2002                                           --               --           350,000
Contributed capital - bonus expense                                                         --               --            50,000
Issuance of common stock for cash - June 2002 @ $1.00                                    5,000                5             4,995
Issuance of common stock for cash - June 2002 @ $2.00                                    5,000                5             9,995
Issuance of common stock for cash - July 2002 @ $1.00                                    5,000                5             4,995
Issuance of common stock for cash - August 2002 @ $2.00                                 10,000               10            19,990
Issuance of common stock for cash - September 2002 @ $2.00                              10,000               10            19,990
Issuance of stock options below fair market value - November 2002                           --               --           250,000
Issuance of common stock for conversion of note - December 2002 @ 2.00                  50,000               50            99,950
Issuance of common stock for cash - December 2002 @ $2.00                               20,000               20            39,980
Issuance of common stock for services - December 2002 @ $2.00                           15,000               15            29,985
Issuance of common stock for patents - December 2002 @ $2.00                         2,000,000            2,000         1,285,917
Contributed capital                                                                         --               --           292,718
Issuance of common stock for exercise of options - December 2002                       574,000              574           574,028
Deferred compensation                                                                       --               --                --
Contributed capital                                                                         --               --             5,000
Issuance of common stock for services - January 2003                                        --               --            25,000
Issuance of common stock for cash February 2003 @ $2.00                                 11,500               12            22,988
Issuance of common stock for cash March 2003 @ $2.00                                     5,000                5             9,995
Deferred compensation                                                                       --               --                --
Net loss                                                                                    --               --                --
                                                                                  ------------     ------------      ------------

Balance at March 31, 2003, as restated                                              19,732,708           19,733         4,193,962

Issuance of common stock for cash April 2003 @ $2.00                                    70,000               70           139,930
Issuance of common stock for cash May 2003 @ $2.00                                      30,000               30            59,970
Acquisition by Biogentech Corp of ("Togs for Tykes")                                 1,032,000            1,032          (101,032)
Issuance of common stock for penalties  January 2004 @ $2.80                           135,000              135           377,865
Issuance of common stock for services February 2004 @ $2.20                            100,000              100           219,900
Issuance of common stock for services February 2004 @ $1.85                             20,000               20            36,980
Value of beneficial converstion feature of convertible
  debenture issued in September 2003                                                        --               --           346,870
Fair value allocated to warrant liability for detachable
  warrants issued with preferred stock                                                      --               --          (181,849)
Dividend on preferred stock                                                                 --               --           885,000
Deferred compensation                                                                       --               --                --
Net loss                                                                                    --               --                --
                                                                                  ------------     ------------      ------------

Balance at March 31, 2004                                                           21,119,708           21,120         5,977,596

Issuance of common stock for penalties  May 2004 @ $1.85 (unaudited)                   170,000              170           314,330
Issuance of common stock for services June 2004 @ $1.75 (unaudited)                     10,000               10            17,490
Issuance of common stock for conversion of debt June 2004 @ $1.60 (unaudited)          371,317              371           593,736
Net loss (unaudited)                                                                        --               --                --
                                                                                  ------------     ------------      ------------

Balance at June 30, 2004 (unaudited)                                                21,671,025     $     21,671      $  6,903,152
                                                                                  ============     ============      ============

<CAPTION>
                                                                                                      Deficit
                                                                                                    accumulated         Total
                                                                                                    during the       stockholders'
                                                                                   Deferred         development         equity
                                                                                 compensation          stage          (deficit)
                                                                                 ------------      ------------      ------------
<S>                                                                               <C>               <C>               <C>
Balance at inception (November 21, 2000)                                         $         --      $         --      $         --
Issuance of founder's shares in exchange
  for property and equipment                                                               --                --            16,300
Issuance of common stock for cash - November 2000 @ $1.00                                  --                --            30,000
Issuance of common stock for cash - December 2000 @ $1.00                                  --                --            15,000
Issuance of common stock for cash - February 2001 @ $1.00                                  --                --            12,000
Issuance of common stock for cash - March 2001 @ $1.00                                     --                --           125,000
Issuance of common stock for services - March 2001 @ $1.00                                 --                --            10,000
Contributed capital                                                                        --                --            62,681
Net loss for the period from inception
  (November 21, 2000) to March 31, 2001                                                    --          (223,416)         (223,416)
                                                                                 ------------      ------------      ------------

Balance at March 31, 2001, as restated                                                     --          (223,416)           47,565

Issuance of common stock for cash - April 2001 @ $1.00                                     --                --            10,000
Issuance of common stock for telephone equipment -
  April 2001 @ $1.00                                                                       --                --             6,750
Issuance of common stock for cash - May 2001 @ $1.00                                       --                --            11,000
Issuance of common stock for website development -
  May 2001 @ $1.00                                                                         --                --            17,000
Issuance of common stock for legal services -
  May 2001 @ $1.00                                                                         --                --             1,000
Issuance of common stock for cash - June 2001 @ $1.00                                      --                --            23,500
Issuance of common stock for cash - July 2001 @ $1.00                                      --                --            20,000
Issuance of common stock for cash - August 2001 @ $1.00                                    --                --            25,000
Issuance of common stock for services, related party -
  September 2001 @ $1.00                                                                   --                --            65,858
Issuance of common stock for cash - September 2001 @ $1.00                                 --                --            15,000
Issuance of common stock for services - September 2001 @ $1.00                             --                --            11,000
Issuance of stock options for services - September 2001                                    --                --            32,000
Issuance of common stock for cash - October 2001 @ $1.00                                   --                --             5,000
Issuance of common stock for cash - December 2001 @ $1.00                                  --                --            30,000
Issuance of common stock for services -
  December 31, 2001 @ $1.00                                                                --                --            33,000
Issuance of common stock for services, related party -
  December 2001 @ $1.00                                                                    --                --           117,500
Issuance of common stock for prepaid advertising -
  December 2001 @ $1.00                                                                    --                --            15,600
Issuance of common stock for property and equipment -
  January 2002 @ $3.00                                                                     --                --             3,000
Issuance of common stock for services, related party -
  January 2002 @ $1.00                                                                     --                --            33,000
Issuance of common stock for cash - February 2002 @ $2.00                                  --                --            40,000
Issuance of common stock for cash - March 2002 @ $2.00                                     --                --            25,000
Contributed capital                                                                        --                --           211,269
Deferred compensation                                                                 (60,108)               --           (60,108)
Net loss                                                                                   --        (1,144,249)       (1,144,249)
                                                                                 ------------      ------------      ------------

Balance at March 31, 2002, as restated                                                (60,108)       (1,367,665)         (405,315)

Issuance of common stock for services - April 2002 @ $2.00                                 --                --             6,000
Issuance of common stock for cash - April 2002 @ $1.00                                     --                --            10,000
Issuance of common stock for cash - April 2002 @ $2.00                                     --                --            35,000
Issuance of common stock for cash - May 2002 @ $1.00                                       --                --            10,000
Issuance of common stock for cash - May 2002 @ $2.00                                       --                --            32,000
Issuance of stock options for services - May 2002                                          --                --           350,000
Contributed capital - bonus expense                                                        --                --            50,000
Issuance of common stock for cash - June 2002 @ $1.00                                      --                --             5,000
Issuance of common stock for cash - June 2002 @ $2.00                                      --                --            10,000
Issuance of common stock for cash - July 2002 @ $1.00                                      --                --             5,000
Issuance of common stock for cash - August 2002 @ $2.00                                    --                --            20,000
Issuance of common stock for cash - September 2002 @ $2.00                                 --                --            20,000
Issuance of stock options below fair market value - November 2002                    (250,000)               --                --
Issuance of common stock for conversion of note - December 2002 @ 2.00                     --                --           100,000
Issuance of common stock for cash - December 2002 @ $2.00                                  --                --            40,000
Issuance of common stock for services - December 2002 @ $2.00                              --                --            30,000
Issuance of common stock for patents - December 2002 @ $2.00                               --                --         1,287,917
Contributed capital                                                                        --                --           292,718
Issuance of common stock for exercise of options - December 2002                           --                --           574,602
Deferred compensation                                                                  60,108                --            60,108
Contributed capital                                                                        --                --             5,000
Issuance of common stock for services - January 2003                                       --                --            25,000
Issuance of common stock for cash February 2003 @ $2.00                                    --                --            23,000
Issuance of common stock for cash March 2003 @ $2.00                                       --                --            10,000
Deferred compensation                                                                  54,000                --            54,000
Net loss                                                                                   --        (2,148,008)       (2,148,008)
                                                                                 ------------      ------------      ------------

Balance at March 31, 2003, as restated                                               (196,000)       (3,515,673)          502,022

Issuance of common stock for cash April 2003 @ $2.00                                       --                --           140,000
Issuance of common stock for cash May 2003 @ $2.00                                         --                --            60,000
Acquisition by Biogentech Corp of ("Togs for Tykes")                                       --                --          (100,000)
Issuance of common stock for penalties  January 2004 @ $2.80                               --                --           378,000
Issuance of common stock for services February 2004 @ $2.20                                --                --           220,000
Issuance of common stock for services February 2004 @ $1.85                                --                --            37,000
Value of beneficial converstion feature of convertible
  debenture issued in September 2003                                                       --                --           346,870
Fair value allocated to warrant liability for detachable
  warrants issued with preferred stock                                                     --                --          (181,849)
Dividend on preferred stock                                                                --          (885,000)               --
Deferred compensation                                                                 196,000                --           196,000
Net loss                                                                                   --        (5,703,639)       (5,703,639)
                                                                                 ------------      ------------      ------------

Balance at March 31, 2004                                                                  --       (10,104,312)       (4,105,596)

Issuance of common stock for penalties  May 2004 @ $1.85 (unaudited)                       --                --           314,500
Issuance of common stock for services June 2004 @ $1.75 (unaudited)                        --                --            17,500
Issuance of common stock for conversion of debt June 2004 @ $1.60 (unaudited)              --                --           594,107
Net loss (unaudited)                                                                       --          (552,876)         (552,876)
                                                                                 ------------      ------------      ------------

Balance at June 30, 2004 (unaudited)                                             $         --      $(10,657,188)     $ (3,732,365)
                                                                                 ============      ============      ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       4
<PAGE>

                          Cobalis Corp. and Subsidiary
                           (FORMERLY BIOGENTECH CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED        CUMULATIVE FROM
                                                                ----------------------------      NOVEMBER 21,
                                                                    JUNE 30,        JUNE 30,   2000 (INCEPTION) TO
                                                                     2004            2003        JUNE 30, 2004
                                                                -----------      -----------      -----------
                                                                                 (as restated)
<S>                                                              <C>              <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                      $  (552,876)     $  (674,953)     $(9,772,188)
   Adjustment to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization expense                           20,974           27,076          373,637
      Common stock issued for services                                17,500               --          581,858
      Common stock issued for penalty                                314,500               --          692,500
      Change in value of warrant liability                           (70,478)              --         (279,819)
      Amortization of debt issue costs                                 6,933               --           22,551
      Exercise of stock options for services                              --               --           26,960
      Amortization of discounts on notes                              15,228               --          313,219
      Issuance of stock options for services                              --               --          407,000
      Capital contribution - bonus (related party)                        --               --           50,000
      Amortization of prepaid advertising                                 --               --           15,600
      Amortization of deferred compensation                               --           84,000          250,000
      Discount on common stock issued for settlement of debt              --               --           50,000
      Impairment expense                                                  --               --        2,331,522
   Changes in assets and liabilities:
    Prepaid expenses and other assets                                 (1,890)           2,941          (13,509)
    Inventory                                                             --               97              347
    Accounts payable                                                 211,728           95,320          732,073
    Accrued expenses                                                (159,382)              --          787,702
    Amounts due to related parties                                    39,313          100,471        1,215,686
                                                                 -----------      -----------      -----------
Net cash used in operating activities                               (158,450)        (365,048)      (2,214,861)
                                                                 -----------      -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                     --          (24,884)         (86,007)
   Increase in patent costs                                               --               --          (24,711)
   Increase in acquisition deposits                                       --               --       (2,220,000)
   Increase in other deposits                                             --               --          (40,000)
   Increase in capitalized website                                    (3,532)              --          (18,097)
                                                                 -----------      -----------      -----------
Net cash provided used in investing activities                        (3,532)         (24,884)      (2,388,815)
                                                                 -----------      -----------      -----------
CASH FLOW FROM FINANCING ACTIVITIES:
   Cash overdraft, net                                                27,801               --               --
   Payment on contract                                                    --               --         (161,000)
   Proceeds from advances - related party                             70,500          208,500          901,507
   Proceeds from issuance of notes payable                                --               --        1,215,000
   Proceeds from sale of common stock                                     --          200,000          806,500
   Proceeds from sale of preferred stock                                  --               --          885,000
   Proceeds from convertible debenture                                    --               --          600,000
   Capital contribution                                                   --               --          571,668
   Payment of debt issue costs                                            --               --          (83,500)
   Payments on advances - related party                              (12,500)         (10,000)        (159,300)
                                                                 -----------      -----------      -----------
Net cash provided by financing activities                             85,801          398,500        4,575,875
                                                                 -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                                  (76,181)           8,568          (27,801)

CASH AND CASH EQUIVALENTS, Beginning of period                        76,181            2,290               --
                                                                 -----------      -----------      -----------

CASH AND CASH EQUIVALENTS, End of period                         $        --      $    10,858      $   (27,801)
                                                                 ===========      ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Interest paid                                                 $        --      $        --      $        --
                                                                 ===========      ===========      ===========
   Income taxes paid                                             $        --      $        --      $        --
                                                                 ===========      ===========      ===========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>


                          COBALIS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The unaudited  consolidated  financial  statements have been prepared by Cobalis
Corp. (the  "Company"),  pursuant to the rules and regulations of the Securities
and  Exchange  Commission.   The  information   furnished  herein  reflects  all
adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management,  necessary to fairly present the operating results
for  the  respective  periods.  Certain  information  and  footnote  disclosures
normally  present  in  annual  consolidated  financial  statements  prepared  in
accordance with accounting principles generally accepted in the United States of
America  have  been  omitted  pursuant  to such  rules  and  regulations.  These
consolidated financial statements should be read in conjunction with the audited
consolidated  financial  statements  and  footnotes for the year ended March 31,
2004 included in the Company's Annual Report on Form 10-KSB.  The results of the
three months ended June 30, 2004 are not  necessarily  indicative of the results
to be expected for the full year ending March 31, 2005.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company has  incurred a net loss of $552,876 for the three months ended June 30,
2004 and as of June 30,  2004,  the  Company  had a working  capital  deficit of
$3,735,286 and a stockholder deficit of $3,732,365.  In addition, as of June 30,
2004,  the Company  has not  developed a  substantial  source of revenue.  These
conditions raise  substantial doubt as to the Company's ability to continue as a
going  concern.  These  consolidated  financial  statements  do not  include any
adjustments  that  might  result  from the  outcome of this  uncertainty.  These
consolidated financial statements do not include any adjustments relating to the
recoverability  and  classification  of recorded asset  amounts,  or amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

The  Company  is  currently  attempting  to raise  additional  debt  and  equity
financing for operating purposes.

The Company requires substantial capital to pursue its operating strategy, which
includes  commercialization of its products,  and currently has limited cash for
operations.  Until the Company can obtain  revenues  sufficient  to fund working
capital needs and additional  research and development costs necessary to obtain
the regulatory  approvals for  commercialization,  the Company will be dependent
upon external sources of financing.

There can be no assurances that sufficient  financing will be available on terms
acceptable  to the  Company,  or at all. If the Company is unable to obtain such
financing, the Company will be forced to scale back operations, which could have
an  adverse  effect  on  the  Company's   financial  condition  and  results  of
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern.

Management  believes that actions  presently being taken to revise the Company's
operating and financial  requirements provide the opportunity for the Company to
continue as a going concern.


                                       6
<PAGE>

                          COBALIS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Stock Options

SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"  establishes  and
encourages the use of the fair value based method of accounting for  stock-based
compensation  arrangements under which compensation cost is determined using the
fair value of stock-based compensation determined as of the date of grant and is
recognized  over the periods in which the related  services  are  rendered.  The
statement  also  permits  companies  to  elect to  continue  using  the  current
intrinsic  value  accounting  method  specified in Accounting  Principles  Board
("APB")  Opinion No. 25,  "Accounting for Stock Issued to Employees," to account
for stock-based compensation. The Company has elected to use the intrinsic value
based  method  and has  disclosed  the pro forma  effect of using the fair value
based method to account for its  stock-based  compensation  issued to employees.
For options  granted to employees where the exercise price is less than the fair
value of the stock at the date of grant,  the Company  recognizes  an expense in
accordance with APB 25. For  non-employee  stock based  compensation the Company
recognizes  an  expense  in  accordance  with SFAS No. 123 and values the equity
securities  based on the fair value of the  security  on the date of grant.  For
stock-based  awards the value is based on the market  value for the stock on the
date of grant and if the stock has restrictions as to transferability a discount
is provided for lack of  tradability.  Stock option  awards are valued using the
Black-Scholes option-pricing model.

The pro forma information regarding the effect on operations that is required by
SFAS 123 and SFAS 148 has not been presented since there is no pro forma expense
to be shown for the three months ended June 30, 2004 and 2003.

NOTE 2 - LOSS PER SHARE

The Company  reports loss per share in accordance  with SFAS No. 128,  "Earnings
per  Share."  Basic loss per share is computed by  dividing  loss  available  to
common  shareholders by the weighted average number of common shares  available.
Diluted  loss per share is computed  similar to basic loss per share except that
the  denominator is increased to include the number of additional  common shares
that would have been  outstanding if the potential common shares had been issued
and if the additional  common shares were  dilutive.  Diluted loss per share has
not been  presented  since the effect of the  assumed  exercise  of options  and
warrants to purchase  common shares would have an  anti-dilutive  effect.  There
were 2,544,167 and 1,150,000 common equivalent shares outstanding related to the
options and warrants at June 30, 2004 and 2003, respectively. In addition, as of
June 30, 2004,  716,667  shares of common stock are issuable upon the conversion
of the convertible note payable and convertible preferred stock.


NOTE 3 - PROPERTY AND EQUIPMENT

The cost of property and equipment at June 30, 2004 consisted of the following:

Furniture and fixtures                                          $        71,500
Office equipment                                                         40,558
                                                                ---------------
                                                                        112,058
Less accumulated depreciation and amortization                          (53,511)
                                                                ---------------
                                                                $        58,547
                                                                ===============

NOTE 4 - DUE TO RELATED PARTIES

Due to related parties at June 30, 2004 consists of the following:

R&R Holdings, Inc. a)                                           $     1,053,052
Chaslav Radovich b)                                                      31,250
Other officers/executives c)                                            121,459
                                                                ---------------
                                                                $     1,205,761
                                                                ===============

                                       7
<PAGE>

                          COBALIS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

a) On January 1, 2001, the Company  entered into a consulting  contract with R&R
Development,  Inc. DBA R&R  Holdings,  Inc.  ("R&R")  whereby they would provide
managerial  consulting  services to the Company at the rate of $125,000 per year
and the  rate  shall  increase  to  $135,000  per year  when and if the  Company
completes a merger with a public shell company. R&R is also a shareholder of the
Company.  As of June 30, 2004,  the Company had accrued  $242,392 of  consulting
fees relating to this agreement.

R&R  advances  the  Company  cash from time to time.  As of June 30,  2004,  the
Company owed R&R  $560,857  related to these  advances.  The Company has accrued
interest on these advances at a rate of 10% per annum.  Accrued interest at June
30, 2004 related to these advances totaled $61,906.

In September 2003, R&R advanced the Company an additional  amount of $170,000 at
the rate of 10% per annum.  These funds were specifically to provide the Company
with  additional  financing  with regard to the  InnoFood  transaction.  Accrued
interest at June 30, 2004 related to this advance was $17,897.

b) The Company  currently owes its Chief  Executive  Officer $31,250 in past due
compensation.  During the three months ended June 30, 2004, the Company's  Chief
Executive  Officer was issued  107,901  shares of the Company's  common stock in
satisfaction of $154,500 of past due compensation plus interest.  The Company is
accruing salary to its CEO at an annual rate of $125,000.

c) The Company  currently  owes other  current and former  executives a total of
$121,459 in past due compensation.


NOTE 5 - CONVERTIBLE NOTE PAYABLE

In September 2003, the Company sold a $600,000,  three-year, 8% convertible note
payable,  which is convertible  into shares of the Company's common stock at the
initial conversion price of $2.00 per share. This price is subject to adjustment
should the Company  issue  shares of its common stock at a price less than $1.75
per share.  The  convertible  note payable was sold with  detachable  three-year
warrants to purchase  90,000 shares of the  Company's  common stock at $2.88 per
share.  The warrant  exercise price is also subject to adjustment based on sales
of the  Company's  common  stock  below the  current  fair  market  value on the
contract date.

The Company  also  entered  into a  registration  rights  agreement  whereby the
Company  agreed to file a valid  registration  statement with the Securities and
Exchange  Commission  to  register  the shares of common  stock  underlying  the
Convertible   Debentures  and  Debenture  Warrants.   Pursuant  to  EITF  00-19,
"Accounting  for Derivative  Financial  Instruments  Indexed to, and Potentially
Settled in, a Company's Own Stock",  the relative fair value of the warrants has
been  recorded as a  short-term  liability  until the  Company  has  obtained an
effective  registration statement for these shares. If the Company does not file
such an effective  registration statement within 30 days of the closing date, or
October 8, 2003,  the  Company is subject to  penalties  as  follows:  1% of the
principal amount of the funding for the first 30 day period in which the Company
fails  to file  such  registration  statement,  and 2% for  each  30 day  period
thereafter.  At June 30,  2004,  the Company  had not filed such a  registration
statement and  accordingly  is currently  subject to a penalty of  approximately
$102,000.

Per the terms of the note  agreement,  in the event of  default,  the Company is
subject  to  accrue  interest  at a  default  rate of 18%  from  the date of the
default. In addition,  the Company is obligated to remit 125% of the outstanding
note balance upon the acceleration of repayment by the holder.  During the three
months ended June 30, 2004, Company accrued interest of approximately $30,707 at
a default rate of 18%.


                                       8
<PAGE>

                          COBALIS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

In addition,  the Company is required to report a value of the warrant as a fair
value and record the  fluctuation to the fair value of the warrant  liability to
current  operations.  During the three months ended June 30, the decrease of the
relative fair value of the warrants was $35,648.  The relative fair value of the
warrants was $46,723 as of June 30, 2004.

This convertible  debenture is presented in the accompanying  balance sheet as a
current  liability as the Company has not made required interest payment on this
convertible  debenture  which is an event of  default  that give the  holder the
right to call the convertible debenture.

A rollforward of the convertible note payable is as follows:

Balance, March 31, 2004                                                $ 107,863
Conversions into equity                                                       --
Amortization of discounts                                                 15,228
                                                                       ---------
Balance, June 30, 2004                                                 $ 123,091
                                                                       =========


NOTE 6 - CONVERTIBLE PREFERRED STOCK

In  September  2003,  the  Company  sold  1,000  shares of its 7.5%  convertible
preferred  stock for $1,000,000,  less direct issuance costs of $115,000,  which
were netted  against the proceeds of the  offering.  The  Convertible  Preferred
Stock carries  voting rights  equivalent to the number of shares of common stock
into which it can be  converted,  and has  liquidation  preference of $1,000 per
share.  The  Convertible  Preferred  Stock is  convertible  into  shares  of the
Company's common stock at the initial  conversion price of $2.40 per share. This
price is subject to change  should the Company  issue shares of its common stock
at a price less than $1.75 per share.  Included with the  Convertible  Preferred
Stock were  detachable  three-year  warrants to purchase  104,167  shares of the
Company's  common  stock at the price of $2.88 per share.  The warrant  exercise
price is also subject to adjustment based on sales of the Company's common stock
below the current fair market value on the contract date.

Since the intrinsic value of the beneficial conversion feature and relative fair
value of the warrants  exceeds the proceeds of the convertible  debt, the amount
of the discount  assigned to the beneficial  conversion  feature and warrants is
limited to the amount of the proceeds of the convertible  preferred  stock.  The
discount was recorded as a preferred stock dividend at the date of issuance. The
Company recognized $885,000 of preferred dividends related to the discount.

Pursuant to EITF 00-19, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially  Settled in, a Company's Own Stock", the relative fair value
of the warrants,  has been recorded as a short-term  liability until the Company
has obtained an effective registration statement for these shares.

If the Company does not file such an effective  registration statement within 30
days of the  closing  date,  or  October  25,  2003,  the  Company is subject to
penalties as follows: 1% of the value of the shares and the warrants paid by the
purchaser  for the first 30 day period in which the  Company  fails to file such
registration  statement,  and 2% for each 30 day period thereafter.  At June 30,
2004, the Company has not filed such a registration statement and accordingly is
currently subject to a penalty of $170,000.

In addition,  the Company is required to report a value of the warrant as a fair
value and record the  fluctuation to the fair value of the warrant  liability to
current operations. During the three months ended June 30, 2004, the decrease of
the relative fair value of the warrants was $34,830.  The relative fair value of
the warrants was $24,937 as of June 30, 2004.


                                       9
<PAGE>

                          COBALIS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

As of June 30, 2004,  there was $56,250 of  dividends in arrears  related to the
1,000 share of convertible preferred stock.

NOTE 7 - COMMON STOCK

During the three months ended June 30, 2004 the Company  issued common stock for
the following:

      o     170,000 shares valued at $314,500 related to a Forbearance Agreement
            related to the convertible note payable;

      o     10,000 shares valued at $17,500 for consulting services; and

      o     371,317  shares  valued at $594,107  for the  conversion  of certain
            accounts payable and amount payable to related parties.

NOTE 8 - RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS

The Company entered into agreements with GP LLC to purchase  certain patents and
other assets. The Company previously had valued the patents based on the present
value of the minimum  contractual  obligations using a 6% discount rate. Per the
December 19, 2002  agreement,  the Company issued to GP LLC 2,000,000  shares of
the Company's common stock in exchange for the minimum contractual  payments. At
this time the Company valued the  transaction  based on the deemed current value
of the Company's  common stock,  which  resulted in the Company  increasing  the
carrying value of the patents by $1,658,378. At the time the Company's stock was
not publicly traded so the Company valued its stock at $2.00 per share which was
the most recent  price that the  Company  had sold  shares for cash.  After this
increase in the value of patents, the patents carrying value was $3,905,832.  At
March 31, 2003, the patents were  appraised at $3,850,000  which resulted in the
Company writing down the value of the patents by $55,832.

The Company has restated its previously  issued financial  statements to reflect
using a discount  rate of 15.5% rather than 6% to value the minimum  contractual
obligations  and to value the  2,000,000  shares of common  stock  issued in the
December  19,  2002  transaction  at  the  carrying  value  of  the  contractual
obligation  that was exchanged for the shares rather than at the deemed  current
value of the shares at the date of issuance.

In  addition,  the Company did not  amortize  the value of its patents  prior to
January 1, 2004. The  consolidated  financial  statements  have been restated to
reflect the amortization of the Company's patents over the estimated useful life
of the patents using the straight line method.

The effects of the  restatement  as of June 30, 2003 and three months ended June
30, 2003 are as follows:

                                                    As previously
                                                      filed        As restated
                                                   ------------   -------------
June 30, 2004
-------------
         Patents                                   $   3,850,000  $    1,125,466
         Accumulated amortization of patents       $           -  $      214,136
         Total Stockholders' equity                $   2,949,739  $       11,069
         Net loss                                  $   (653,126)  $    (674,953)


                                       10
<PAGE>

                          COBALIS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 9 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2003, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin ("SAB") No. 104, "Revenue  Recognition." SAB 104 supersedes
SAB 101,  "Revenue  Recognition  in  Financial  Statements."  SAB 104's  primary
purpose  is to  rescind  accounting  guidance  contained  in SAB 101  related to
multiple element revenue arrangements, superseded as a result of the issuance of
EITF 00-21,  "Accounting for Revenue  Arrangements with Multiple  Deliverables."
Additionally,  SAB 104  rescinds  the SEC's  Revenue  Recognition  in  Financial
Statements  Frequently  Asked  Questions and Answers ("the FAQ") issued with SAB
101 that had been  codified  in SEC  Topic  13,  Revenue  Recognition.  Selected
portions of the FAQ have been  incorporated  into SAB 104.  While the wording of
SAB  104 has  changed  to  reflect  the  issuance  of EITF  00-21,  the  revenue
recognition  principles of SAB 101 remain  largely  unchanged by the issuance of
SAB 104,  which was  effective  upon  issuance.  The adoption of SAB 104 did not
impact the consolidated financial statements.


                                       11
<PAGE>

                          COBALIS CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

THIS  FOLLOWING  INFORMATION  SPECIFIES  CERTAIN  FORWARD-LOOKING  STATEMENTS OF
MANAGEMENT  OF THE  COMPANY.  FORWARD-LOOKING  STATEMENTS  ARE  STATEMENTS  THAT
ESTIMATE  THE  HAPPENING  OF FUTURE  EVENTS  ARE NOT BASED ON  HISTORICAL  FACT.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE  USE OF  FORWARD-LOOKING
TERMINOLOGY,   SUCH  AS   "MAY",   "SHALL",   "COULD",   "EXPECT",   "ESTIMATE",
"ANTICIPATE",   "PREDICT",  "PROBABLE",  "POSSIBLE",  "SHOULD",  "CONTINUE",  OR
SIMILAR  TERMS,  VARIATIONS  OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE
FORWARD-LOOKING  STATEMENTS  SPECIFIED IN THE  FOLLOWING  INFORMATION  HAVE BEEN
COMPILED BY OUR  MANAGEMENT ON THE BASIS OF  ASSUMPTIONS  MADE BY MANAGEMENT AND
CONSIDERED  BY  MANAGEMENT  TO BE  REASONABLE.  OUR  FUTURE  OPERATING  RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION,  GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING  INFORMATION  REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC,  LEGISLATIVE,  INDUSTRY,  AND
OTHER CIRCUMSTANCES.  AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG  REASONABLE  ALTERNATIVES  REQUIRE THE  EXERCISE OF  JUDGMENT.  TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY  SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE  FORWARD-LOOKING  STATEMENTS.  NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE  ASSUMPTIONS  RELATING TO THE  FORWARD-LOOKING  STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

OVERVIEW

BioGentec Incorporated ("BG"), a private Nevada corporation, was incorporated on
November 21, 2000 according to the laws of Nevada, under the name St Petka, Inc.
On  May 4,  2001,  St  Petka,  Inc.  formally  changed  its  name  to  BioGentec
Incorporated.  On July 2, 2003,  BG was merged  into Togs for Tykes  Acquisition
Corp.("TTAC"), a wholly owned subsidiary formed for the purpose of acquiring BG.
TTAC is the wholly owned subsidiary of the registrant,  formerly Togs for Tykes,
Inc. and most recently,  BioGentech  Corp. As allowed under SFAS 141,  "Business
Combinations"  ("SFAS 141"),  we designated a date of convenience of the closing
for  accounting  purposes  as June 30,  2003.  Under  the  terms  of the  merger
agreement, all of BG's outstanding common stock (19,732,705 shares of $0.001 par
value  stock) will be exchanged  for  19,732,705  shares newly issued  shares of
$0.001 par value stock of  BioGentech  Corp.  common  stock.  At the date of the
transaction,  we had  5,532,000  shares of  common  stock  outstanding  of which
4,500,000 will be cancelled as part of the transaction leaving 23,864,708 shares
outstanding.

This  transaction was consummated with the filing of the Articles of Merger with
the State of Nevada on July 2, 2003 BG shareholders then effectively  controlled
approximately 95% of the issued and outstanding  common stock of Cobalis.  Since
the shareholders of BG obtained control of Cobalis,  according to SFAS 141, this
acquisition has been treated as a recapitalization for accounting purposes, in a
manner similar to reverse acquisition  accounting.  On July 6, 2004,  BioGentech
Corp. changed its name to Cobalis Corp.


                                       12
<PAGE>

GOING CONCERN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with in accordance with accounting  principles  generally accepted in
the United States of America, which contemplate continuation as a going concern.
We incurred a net loss of $552,876  for the three months ended June 30, 2004 and
as of June 30,  2004,  we had a working  capital  deficit  of  $3,735,286  and a
stockholder deficit of $3,732,365. In addition, as of June 30, 2004, we have not
developed a substantial  source of revenue.  These conditions raise  substantial
doubt as to our  ability to  continue  as a going  concern.  These  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this  uncertainty.  These  consolidated  financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
recorded asset amounts,  or amounts and classification of liabilities that might
be necessary should we be unable to continue as a going concern.

We are currently  attempting to raise  additional debt and equity  financing for
operating  purposes.  We require  substantial  capital  to pursue our  operating
strategy,  which includes  commercialization of our products,  and currently has
limited cash for  operations.  Until we can obtain  revenues  sufficient to fund
working capital needs and additional research and development costs necessary to
obtain the regulatory approvals for commercialization, we will be dependent upon
external sources of financing.

There can be no assurances that sufficient  financing will be available on terms
acceptable to us, or at all. If we are unable to obtain such financing,  we will
be forced to scale back  operations,  which could have an adverse  effect on our
financial condition and results of operations.


CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations section discusses our consolidated  financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United  States of  America.  The  preparation  of these  consolidated  financial
statements requires management to make estimates and assumptions that affect the
reported  amounts  of assets  and  liabilities  at the date of the  consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. On an on-going basis,  management  evaluates its estimates
and judgments, including those related to revenue recognition, accrued expenses,
financing  operations,  and contingencies  and litigation.  Management bases its
estimates and judgments on  historical  experience  and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  value of assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.  The most
significant accounting estimates inherent in the preparation of our consolidated
financial  statements include estimates as to the appropriate  carrying value of
certain  assets  and  liabilities  which are not  readily  apparent  from  other
sources,  primarily valuation of patent costs and stock-based compensation.  The
methods,  estimates  and  judgments  we  use in  applying  these  most  critical
accounting  policies have a  significant  impact on the results we report in our
consolidated financial statements.


                                       13
<PAGE>

Patent Cost Valuation.  The  determination of the fair value of certain acquired
assets and  liabilities  is subjective  in nature and often  involves the use of
significant  estimates and  assumptions.  Determining the fair values and useful
lives of intangible assets especially  requires the exercise of judgment.  While
there are a number of different generally accepted valuation methods to estimate
the value of intangible assets acquired,  we primarily use the  weighted-average
probability  method  outlined in SFAS 144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets."  This method  requires  significant  management
judgment to forecast  the future  operating  results  used in the  analysis.  In
addition, other significant estimates are required such as residual growth rates
and discount  factors.  The estimates we have used are consistent with the plans
and estimates that we use to manage our business,  based on available historical
information  and  industry  averages.  The  judgments  made in  determining  the
estimated  useful  lives  assigned  to each  class of assets  acquired  can also
significantly affect our net operating results.

Stock-based   Compensation.   We  record  stock-based  compensation  to  outside
consultants at fair market value in general and  administrative  expense.  We do
not record  expense  relating  to stock  options  granted to  employees  with an
exercise  price  greater than or equal to market price at the time of grant.  We
report pro-forma net loss and loss per share in accordance with the requirements
of SFAS 123 and 148. This disclosure  shows net loss and loss per share as if we
had  accounted  for our employee  stock  options  under the fair value method of
those  statements.  Pro-forma  information is calculated using the Black-Scholes
pricing method at the date of grant.  This option valuation model requires input
of highly  subjective  assumptions.  Because our  employee  stock  options  have
characteristics  significantly  different  from  those of  traded  options,  and
because changes in the subjective  input  assumptions can materially  affect the
fair value  estimate,  in  management's  opinion,  the  existing  model does not
necessarily  provide a reliable  single  measure  of fair value of our  employee
stock options.

Estimate of Litigation-based  Liability.  We are defendant in certain claims and
litigation in the ordinary course of business. We accrue liabilities relating to
these lawsuits on a case-by-case  basis.  We generally  accrue attorney fees and
interest in addition to the liability being sought.  Liabilities are adjusted on
a regular  basis as new  information  becomes  available.  We  consult  with our
attorneys to determine the viability of an expected  outcome.  The actual amount
paid to settle a case could differ materially from the amount accrued.


LIQUIDITY AND CAPITAL RESOURCES

We had a cash and cash  equivalents  of $0 at June 30, 2004. We also had $13,509
in prepaid and other  current  assets and $5,903 in  inventory  making our total
current assets at June 30, 2004 equal to $19,412. We also had the following long
term  assets:  $60,949 in debt issue costs;  $58,547 in property and  equipment,
net, $7,563 in net website  development  costs, and $720,862  represented by net
value of our patents,  $40,000 in deposits. Our total assets as of June 30, 2004
were $907,333.

Our total  current  liabilities  were  $3,754,698  at June 30,  2004,  which was
represented  by a cash  overdraft of $27,801,  accounts  payable of $323,683 and
accrued  expenses  of 787,702,  due to related  parties of  $1,205,761,  warrant
liability of $71,660, convertible note payable of $123,091, net of a discount of
$476,909 and demand loans payable for $1,215,000.  Our liabilities  exceeded our
assets by $2,847,365 as of June 30, 2004.

We have financed our  operations  primarily  through cash generated from related
party debt financing and from the private placement sales of equity  securities,
as well as issuing a convertible  debenture.  During the three months ended June
30, 2004,  we received an  additional  $58,000  from a related  party and issued
371,317 shares of our common stock as payment for certain  accounts  payable and
past due salaries to certain related parties.

Our cash used in investing activities was $3,532 for the three months ended June
30,  2004,  as compared to $24,884 for the same period ended in 2003, a decrease
of $21,352.

Our net cash provided by financing  activities  was $85,801 for the three months
ended June 30,  2004  compared  to  $398,500  for the same  period in 2003.  The
decrease of $312,699 is primarily due to fewer advances from a related party and
no proceeds from the sale of our common stock


                                       14
<PAGE>

RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS

We entered into  agreements  with GP LLC to purchase  certain  patents and other
assets.  We previously  had valued the patents based on the present value of the
minimum  contractual  obligations using a 6% discount rate. Per the December 19,
2002  agreement,  we issued to GP LLC  2,000,000  shares of our common  stock in
exchange  for the  minimum  contractual  payments.  At this time we  valued  the
transaction  based on the  deemed  current  value  of our  common  stock,  which
resulted in us increasing the carrying  value of the patents by  $1,658,378.  At
the time our stock was not  publicly  traded so we valued our stock at $2.00 per
share which was the most recent  price that we sold shares for cash.  After this
increase in the value of patents, the patents carrying value was $3,905,832.  At
March 31, 2003,  the patents were  appraised at $3,850,000  which resulted in us
writing down the value of the patents by $55,832.

We have restated our previously  issued financial  statements to reflect using a
discount  rate  of  15.5%  rather  than  6% to  value  the  minimum  contractual
obligations  and to value the  2,000,000  shares of common  stock  issued in the
December  19,  2002  transaction  at  the  carrying  value  of  the  contractual
obligation  that was exchanged for the shares rather than at the deemed  current
value of the shares at the date of issuance.

In addition,  we did not  amortize the value of our patents  prior to January 1,
2004. The  consolidated  financial  statements have been restated to reflect the
amortization of our patents over the estimated  useful life of the patents using
the straight line method.

The effects of the  restatement  as of June 30, 2003 and three months ended June
30, 2003 are as follows:

                                             As previously
                                                 filed          As restated
                                            ---------------  ----------------
Patents                                     $     3,850,000  $      1,125,466
Accumulated amortization of patents         $             -  $        214,136
Total Stockholders' equity                  $     2,949,739  $         11,069
Net loss                                    $     (653,126)  $      (674,953)


RESULTS OF  OPERATIONS  FOR THE THREE  MONTHS ENDED JUNE 30, 2004 AS COMPARED TO
THE THREE MONTHS ENDED JUNE 30, 2003

REVENUES AND COST OF SALES

We had no significant revenues for the three months ended June 30, 2004 and June
30, 2003 as we are undertaking a Phase III clinical trial in order to obtain FDA
approval of PreHistin  (TM) as an over the counter  drug.  Our net revenues were
$359 less  $1,120  for cost of  revenues  for a gross loss of $761 for the three
months ended June 30, 2004 as compared net sales of $1,687 less $439 for cost of
sales for a gross profit of $1,248 for the restated  three months ended June 30,
2003.


                                       15
<PAGE>

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  June 30,  2004 were  $421,224
compared to $669,252 for the three months ended June 30, 2003. For both periods,
expenses  incurred were for two major  purposes:  i) ongoing  development of our
PreHistin (TM) product and related product management and ii) general management
and fund raising efforts.  For the three months ended June 30, 2004, this amount
was  represented  by $20,974  in  depreciation  and  amortization,  $212,959  in
professional fees, $75,504 in salary and wages, $32,186 in rent expense, $898 in
marketing and promotions,  and $78,703 in other operating expenses,  as compared
to the three months ended June 30,  2003,  where we had $27,076 in  depreciation
and amortization,  $98,523 in professional  fees,  $239,687 in salary and wages,
$20,729 in rent expense,  $183,076 in marketing and promotions,  and $100,161 in
other operating expenses.  Our operating expenses decreased due primarily to our
lack of funds to pay for our operating expenses.

Interest  expense and  financing  costs for the three months ended June 30, 2004
were $201,369  compared to $6,949 for the three months ended June 30, 2003.  The
significant increase is due to the interest on the convertible note payable, the
demand note payable and the  advances  from related  parties.  In addition,  the
amortization  of debt  issue  costs and debt  discounts  and  penalties  for not
registering shares underlying the conversion of the convertible note payable and
convertible preferred stock.

The change in the fair value in the warrant liability relates to the decrease in
the value of the detachable  warrants  issued in connection with the convertible
note  payable  and  convertible  preferred  stock.  Due to the decline our stock
price, the fair value of these warrants has decreased  resulting in the decrease
of the warrant liability.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.

Over the next 12 months,  we plan to continue  moving forward with the Phase III
clinical trials of our allergy  prevention  product,  PreHistin  (TM),  followed
immediately by submission of an application to the FDA for marketing approval of
PreHistin (TM) as an over the counter  ("OTC")  allergy  medication.  We hope to
receive approval from the FDA in late 2005,  enabling our US marketing launch of
the product for the spring 2006 allergy season.

While  continuing with the US FDA approval  process,  we are working to finalize
the international launch strategy in the primary global markets. Discussions are
progressing with potential joint venture partners for marketing,  manufacturing,
regulatory approval and distribution  throughout the world, the most advanced of
which are with companies in Japan and Canada.

In  addition to seeking  approval  from the FDA for the  primary  indication  of
seasonal  allergic  rhinitis (hay fever) for PreHistin  (TM), we plan to conduct
additional  studies to  validate  the  viability  of approval  for  supplemental
indications and alternative delivery mechanisms. The tests will be a combination
of clinical trials and laboratory analyses.

We are also actively  pursuing the  acquisition and development of products that
we hope  will  enable  us to  leverage  our  resources.  Areas of focus  are OTC
pharmaceutical products and nutritional supplements.

As of June 30, 2004,  we had a cash  overdraft of $27,801.  To fully execute our
business plan for the next 12 months,  we will need to raise additional funds in
order to complete  the Phase III  clinical  trials,  submit the  PreHistin  (TM)
application  to the United  States  FDA and  execute a  marketing  launch of the
PreHistin (TM) product.  We will also need to raise funds to execute studies for
the further  development  of the PreHistin (TM) product line and to complete the
acquisition of additional  products.  Along with our investment bankers, we plan
to raise these funds through private and institution or other equity  offerings.
We may attempt to secure other loans from lending institutions or other sources.
There is no guarantee  that we will be able to raise  additional  funds  through
offerings  or other  sources.  If we are unable to raise  funds,  our ability to
continue with product development will be hindered.


                                       16
<PAGE>

Other than the research and  development  related to our PreHistin (TM) product,
we do not plan to engage in any other  research  and  development  unless we are
able to raise  additional  funds.  We do anticipate  the purchase of significant
equipment  within the next 12 months for our PreHistin  (TM) product.  We do not
anticipate any significant hiring over the next 12 months.

Off-balance sheet arrangements. There are no off balance sheet arrangements that
have or are  reasonably  likely  to  have a  current  or  future  effect  on our
financial  condition,  changes in  financial  condition,  revenues or  expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

ITEM 3. CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the  effectiveness of the design and
operation of our  disclosure  controls and  procedures  at the end of the period
covered by this report.  This  evaluation was carried out under the  supervision
and with the participation of our management,  including our principal executive
officer  and  principal  financial  officer.  Based  on this  evaluation,  these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no changes in our internal control over
financial  reporting or in other factors that have materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by us in  the  reports  that  we  file  under  the  Exchange  Act  is
accumulated and communicated to our management,  including  principal  executive
officer  and  principal  financial  officer,  as  appropriate,  to allow  timely
decisions regarding required disclosure.


                                       17
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No change in legal proceedings during the three months ended June 30, 2004.

IBCG. We retained Callari & Summers as our litigation counsel to file an action
in Los Angeles County Superior Court against International Business Consultants,
GmbH ("IBCG"). The complaint, filed on April 16, 2004, alleged the following: In
July 2003, pursuant to a loan agreement, IBCG was issued 3,000,000 shares of our
common stock (the "Stock") as collateral for a loan. However, in breach of the
agreement, IBCG did not deliver the loan proceeds and refuses to return the
Stock. By means of this lawsuit, we sought to rescind the loan agreement and
obtain a court order requiring the return or cancellation of the Stock. As of
July 9, 2004, these shares were cancelled pursuant to the Court's order.

ITEM 2. CHANGE IN SECURITIES

During the three months ended June 30, 2004,  the Company  issued the  following
shares of its common stock:


      o     170,000  shares  related to a Forbearance  Agreement  related to the
            convertible note payable;

      o     10,000 shares for consulting services;


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is currently in default on terms of its convertible note payable for
failing to register the shares underlying the conversion.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 27, 2004, the Shareholders of the Company approved a motion to change the
Company's name from BioGentech Corp. to Cobalis Corp.


ITEM 5. OTHER INFORMATION

Not applicable


                                       18
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

------------------- ------------------------------------------------------------
    REGULATION
    S-B NUMBER                            EXHIBIT
------------------- ------------------------------------------------------------
       3.1          Articles of Incorporation (1)
------------------- ------------------------------------------------------------
      3.1.1         Certificate of Amendment to Articles of Incorporation (1)
------------------- ------------------------------------------------------------
      3.1.2         Certificate of Amendment to Articles of Incorporation (2)
------------------- ------------------------------------------------------------
      3.1.3         Certificate of Amendment to Articles of Incorporation (3)
------------------- ------------------------------------------------------------
       3.2          Bylaws (1)
------------------- ------------------------------------------------------------
       4.1          Convertible Note with Gryphon Master Fund LP (4)
------------------- ------------------------------------------------------------
       10.1         Asset Purchase Agreement between BioGentec Inc.,
                    (fka St. Petka, Inc.) and Gene Pharmaceuticals,
                    LLC, (fka Allergy Limited, LLC,) as amended (4)
------------------- ------------------------------------------------------------
       31.1         Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                    Officer and Chief Financial Officer of the Company (5)
------------------- ------------------------------------------------------------
       32.1         Section 906 Certification by Chief Executive Officer and
                    Chief Financial Officer (5)
------------------- ------------------------------------------------------------

----------

(1)  Incorporated by reference to the exhibits to the registrant's registration
     statement on Form 10-SB filed on February 8, 2002.
(2)  Incorporated by reference to the exhibits to the registrant's information
     statement on schedule 14C filed on June 10, 2003.
(3)  Incorporated by reference to the exhibits to the registrant's current
     report on Form 8-K, filed July 8, 2004. (4) Incorporated by reference to
     the exhibits to the registrant's annual report on Form 10-KSB for the
     fiscal
     year ended March 31, 2004.
(5)  Included herein.

(b) Reports on Form 8-K

On April 1, 2004, the  Registrant  filed a Current Report on Form 8-K announcing
that on November  18, 2003, a suit was filed  against the  Registrant  in the US
District  Court  for the  District  of  Massachusetts  by  Biogen  Idec MA Inc.,
("Biogen") alleging trademark infringement and unfair competition,  under docket
number CA No.  03-12305  PBS.  Subsequently,  a default was entered  against the
Registrant on February 9, 2004.  On March 22, 2004,  the  Registrant  and Biogen
agreed to settle the dispute,  and on March 23, 2004, Biogen undertook to file a
motion for stay of consideration of its motion for entry of default judgment and
has  prepared  a  consent  judgment  to be filed  with  the  court  wherein  the
Registrant  will be  enjoined  from using  "Biogentec"  or  "Biogentech"  or any
phonetic  equivalent.  Pursuant to the terms of that settlement  agreement,  the
Registrant  will undertake to change its corporate name to Cobalis Corp. as soon
as practicable, and to discontinue all uses of the trade name and trademarks and
domain names containing  "Biogentech," or "Biogentec" and transfer the rights to
any domain names it may own containing "Biogentech" or "Biogentec" to Biogen.


                                       19
<PAGE>

In  addition,  a suit was filed  against the  Registrant  and our  president  on
December 17, 2003 in the Superior Court of  California,  County of San Mateo for
breach of contract by Consumer Survey Center,  Inc.  ("CSC") in regard to market
research  and  product  pricing  research  services  rendered  by  CSC.  CSC  is
apparently  claiming that the Registrant  owes $34,900 for services  provided by
CSC. CSC is also claiming that the  Registrant's  president,  Chaslav  Radovich,
personally  guaranteed the debt.  The Registrant has reached a tentative  verbal
agreement  with CSC to accept  stock in exchange  for the debt as of the date of
this filing.

On April 29, 2004, the Registrant  filed a Current Report on Form 8-K announcing
that  at  the  request  of  the   Registrant's   auditors,   the  Registrant  is
re-evaluating the carrying value of its patent.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                            COBALIS CORP.


August 23, 2004             By: /s/ Chaslav Radovich
                                ------------------------------------------------
                                Chaslav Radovich
                                Principal Executive Officer, President,
                                Treasurer, Secretary, Director


                                       20