Exhibit 4.1, Board Resolution


    
      

      

    

    Exhibit
      4.1

     

    

      WRITTEN
        CONSENT OF DIRECTORS

      TO
        CORPORATE ACTION WITHOUT MEETING

      BY
        COBALIS CORP.,

      a
        Nevada Corporation

      


      The
        undersigned are the only members of, and, therefore, constitute, the entire
        Board of Directors of Cobalis Corp., a Nevada corporation (“Corporation”), and
        hereby consent, by this writing, to take the following action, to adopt the
        following resolutions, and to transact the following business of this
        Corporation:


      

        WHEREAS,
          the Board of Directors of this Corporation met on October 17, 2006 and
          found it
          in the best interests of this Corporation to approve the issuance of certain
          shares of its $.001 par value (“Shares”) to be issued as set forth on Exhibit A
          attached hereto, which are to be issued to the individuals indicated as
          payment
          for the following, at
          the rate of $0.95 per share, based on the closing market price on October
          16,
          2006:
          to
          employees in lieu of wages, Gerald
          Yakatan shall receive 190,789 shares
          for
          employee services rendered to the Corporation from May 15, 2006 through
          October
          15, 2006 and
          171,711 shares
          as an
          employee bonus; Chaslav
          Radovich shall receive 158,991 shares
          for
          employee services rendered to the Corporation from May 15, 2006 through
          October
          15, 2006 and
          143,092 shares
          as an
          employee bonus; Thomas
          Stankovich shall receive 63,596 shares
          for
          employee services rendered to the Corporation from August 1, 2006 through
          October 15, 2006 and
          114,474 shares as
          an
          employee bonus; Ernest
          Armstrong shall receive 43,691 shares
          for
          employee services rendered to the Corporation from August 1, 2006 through
          October 15, 2006 and
          51,872 shares
          as an
          employee bonus; Bojan
          Cosic shall receive 35,740 shares
          for
          employee services rendered to the Corporation from August 1, 2006 through
          October 15, 2006 and
          48,890 shares
          as an
          employee bonus; Jennifer
          Padilla shall receive 17,803 shares as
          an
          employee bonus; Brian
          Connelly shall receive 71,546 shares for
          consultant services as an assistant to the Corporation’s chief executive officer
          with regard to corporate development; and Nenad
          Bogdanovic shall receive 1,500 shares for
          consultant services for providing website development services as set forth
          on
          Exhibit A, and that all these shares are to be registered pursuant to a
          Registration Statement on Form S-8; 

      

      


      RESOLVED,
        this Corporation believes that, in accordance with that resolution by the
        Board
        of Directors regarding the issuance of the Shares, it is in the best interests
        of the Corporation and its shareholders to cause to be prepared a Registration
        Statement on Form S-8, pursuant to which the Corporation undertakes to register
        those shares of the Corporation’s $.001 par value common stock,
        and
        that this
        Corporation shall therewith undertake the necessary actions to prepare and
        file
        with the Securities and Exchange Commission, a Registration Statement on
        Form
        S-8 and any required amendments for the registration of those
        Shares;

      


      RESOLVED,
        FURTHER, that the Corporation shall issue and deliver to those individuals
        specified, in accordance with the underlying agreements pertaining thereto,
        the
        certificates representing shares of the Corporation’s $.001 par value common
        stock as noted; and, that these shareholders shall have all rights and
        privileges of shareholders of this Corporation, from this date forward, and
        that
        the shares so issued shall be fully paid and non-assessable, so that the
        consideration for such shares shall be the services received or to be rendered;
        and

      


      RESOLVED,
        FURTHER, the officers of this Corporation be, and hereby are, authorized,
        empowered and directed to take any and all action and shall enter into, execute
        and deliver any and all documents which those officers determine are necessary
        or appropriate to effectuate and carry out the intents and purposes of the
        resolutions specified in this Consent.

       

      THIS
        CONSENT is executed pursuant to the provisions of Section 78.315 of the Nevada
        Revised Statutes in accordance with the By-Laws of the Corporation and is
        to be
        filed with the minutes of proceedings of the Board of Directors of this
        Corporation.

                

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

         

        
          	 	 	 
	Dated:
                  October 17, 2006	  	/s/ Chaslav
                  Radovich
	 	
                  
Chaslav
                  Radovich, Director


        

         

        
           

          
            	 	 	 
	Dated:
                    October 17, 2006	  	/s/ Kevin
                    Prendiville
	 	
                    
Kevin
                    Prendiville, Director


          

           

          
             

            
              	 	 	 
	Dated:
                      October 17, 2006	  	/s/ Radul
                      Radovich
	 	
                      
Radul
                      Radovich, Director


            

             

            
               

              
                	 	 	 
	Dated:
                        October 17, 2006	  	/s/ Lawrence
                        May
	 	
                        
Lawrence
                        May, Director


              

               

              
                 

                
                  	 	 	 
	Dated:
                          October 17, 2006	  	/s/ Ernest
                          Armstrong
	 	
                          
Ernest
                          Armstrong, Director


                

                 

                
                   

                  
                    	 	 	 
	Dated:
                            October 17, 2006	  	/s/ Gerald
                            Yakatan
	 	
                            
 Gerald
                            Yakatan, Director


                  

                   

                   

                

              

            

          

        

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

       

      
        	
                Recipient

              	 	
                Shares

              	 	
                Services

              
	
                Gerald
                  Yakatan

              	 	
                362,500

              	 	
                Wages
                  and Bonus

              
	
                Chaslav
                  Radovich

              	 	
                302,083

              	 	
                Wages
                  and Bonus

              
	
                Thomas
                  Stankovich

              	 	
                178,070

              	 	
                Wages
                  and Bonus

              
	
                Ernest
                  Armstrong

              	 	
                95,563

              	 	
                Wages
                  and Bonus

              
	
                Bojan
                  Cosic

              	 	
                84,630

              	 	
                Wages
                  and Bonus

              
	
                Jennifer
                  Padilla

              	 	
                17,803

              	 	
                Employee
                  Bonus

              
	
                Brian
                  Connelly

              	 	
                71,546

              	 	
                Corporate
                  development services

              
	
                Nenad
                  Bogdanovic

              	 	
                1,500

              	 	
                Website
                  maintenance

              
	
                Total
                  Shares:

              	 	
                1,113,695

              	 	 


      

      
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