Exhibit 4.1


    
      

      

    

    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 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 $0.98 per share, based on the closing market price on March 9,
      2007:
      Mark
      Rumph shall receive 9,046 shares for
      information technology services from July 2006 to February 2007 and
      2,908 shares for
      information technology services from March 2007 to May 2007; Andrew
      Callari shall receive 32,346 shares
      for
      attorney litigation services up to March 2007 and
      30,612 shares
      as a
      retainer for future attorney ligation services; Catherine
      Rodriguez shall receive 22,920 shares
      for
      attorney litigation services up to March 2007 and
      28,101 shares
      as a
      retainer for future attorney ligation services; David
      Filler shall receive 193,821 shares for
      general corporate counsel and attorney litigation services from August 2004
      to
      March 2007; Lyndon
      Mansfield shall receive 12,755 shares
      for
      clinical trials consulting services from November 2006 to March 2007;
Lewis
      J. Levey shall receive 10,204
      shares
      as a retainer for future attorney litigation related services; Marko
      Balac shall receive 9,184 shares
      for
      general corporate administrative support services from January 2007 to March
      2007 and
      9,184 shares
      for
      general corporate administrative support services from April 2007 to June 2007;
      and Marinko
      Vekovic shall receive 50,000 shares
      per
      settlement agreement, at 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.

               

    
      
        
        

      

      
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	Date: March
              30, 2007	By:  	/s/ Gerald
              Yakatan
	 	
              
Gerald
              Yakatan, Director


    

     

    
      
        	 	 	 
	Dated:
                April 4, 2007	By:  	/s/ Kevin
                Prendiville
	 	
                
Kevin
                Prendiville, Director


      

       

      
        
          	 	 	 
	Date: March
                  30, 2007	By:  	/s/ Radul
                  Radovich
	 	
                  
Radul
                  Radovich, Director


        

         

        
          
            
              	 	 	 
	Date:
                      April 9, 2007	By:  	/s/ Thomas
                      Stankovich
	 	
                      
Thomas
                      Stankovich, Director


            

             

            
              
                
                  	 	 	 
	Date: April
                          11, 2007	By:  	/s/ S.
                          Wayne Kay
	 	
                          
S.
                          Wayne Kay, Director


                

                 

                
                  
                    
                      	 	 	 
	Date: April
                              10, 2007	By:  	/s/ Ellen
                              McDonald
	 	
                              
Ellen
                              McDonald, Director


                    

                     

                    
                      
                        
                          	 	 	 
	Date: April
                                  11, 2007	By:  	/s/ Thomas
                                  H. Silberg
	 	
                                  
Thomas
                                  H. Silberg, Director


                        

                         

                      

                    

                  

                

              

            

          

        

      

    

    Exhibit
      A

     

    
      	
              Recipient

            	
              Shares

            	
              Services

            
	
              Mark
                Rumph

            	
              9,046

            	
              Information
                Technology services (July 06 - Feb. 07)

            
	
              Mark
                Rumph

            	
              2,908

            	
              Information
                Technology services (March 07 - May 07)

            
	
              Andrew
                Callari

            	
              32,346

            	
              Attorney
                litigation services (balance due)

            
	
              Andrew
                Callari

            	
              30,612

            	
              Attorney
                litigation services (retainer)

            
	
              Catherine
                Rodriguez

            	
              22,920

            	
              Attorney
                litigation services (balance due)

            
	
              Catherine
                Rodriguez

            	
              28,101

            	
              Attorney
                litigation services (retainer)

            
	
              David
                Filler

            	
              193,821

            	
              Corporate
                counsel and attorney litigation services (balance due)

            
	
              Lyndon
                Mansfield

            	
              12,755

            	
              Clinical
                trials consulting services

            
	
              Lewis
                J. Levey

            	
              10,204

            	
              Attorney
                litigation services (retainer)

            
	
              Marko
                Balac

            	
              9,184

            	
              General
                corporate administrative support services (Jan. 07 - March
                07)

            
	
              Marko
                Balac

            	
              9,184

            	
              General
                corporate administrative support services (April 07 - June
                07)

            
	
              Marinko
                Vekovic

            	
              50,000

            	
              Settlement
                agreement

            
	
              Total
                Shares:

            	
              411,080

            	
               

            


    

    


     

     

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