-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MWWKbtEv/7uByJBKuV3ypnFONb7GknSEbxhFHXbzlcytw/KPnxbVq1QVKnmuzK6M G5tmCGbtgNHLGz15JV71NA== 0001019056-07-001345.txt : 20071226 0001019056-07-001345.hdr.sgml : 20071225 20071226170209 ACCESSION NUMBER: 0001019056-07-001345 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOLDERA, INC CENTRAL INDEX KEY: 0000717945 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 200375035 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82717 FILM NUMBER: 071327128 BUSINESS ADDRESS: STREET 1: 17011 BEACH BLVD. CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 BUSINESS PHONE: 480-659-8036 MAIL ADDRESS: STREET 1: 17011 BEACH BLVD. CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 FORMER COMPANY: FORMER CONFORMED NAME: EXPERT SYSTEMS INC DATE OF NAME CHANGE: 19830413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 foldera_13da5.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)* FOLDERA, INC. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------------------- (Title of Class of Securities) 344229109 ------------------------------------------ (CUSIP Number) Vision Capital Advisors, LLC 20 West 55th Street, 5th Floor New York, NY 10019 Attention: Antti Uusiheimala Tel: 212.849.8226 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 2007 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) CUSIP No.: 344229109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Adam Benowitz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 39,905,020 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 39,905,020 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,905,020 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.5% 14 TYPE OF REPORTING PERSON IN Page 2 of 6 pages CUSIP No.: 344229109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Opportunity Master Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 39,905,020 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 39,905,020 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,905,020 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.5% 14 TYPE OF REPORTING PERSON CO Page 3 of 6 pages CUSIP No.: 344229109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 39,905,020 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 39,905,020 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,905,020 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.5% 14 TYPE OF REPORTING PERSON IA Page 4 of 6 pages EXPLANATORY NOTE This Amendment No. 5 (this "Statement") amends the Schedule 13D relating to Foldera, Inc., a Nevada corporation (the "Issuer"), originally filed on August 7, 2007 by and on behalf of Vision Opportunity Master Fund, Ltd. (the "Fund") and certain of its affiliates, and all amendments thereto (collectively, the "Existing Schedule 13D"). Item 4 of the Existing Schedule 13D is hereby supplemented and Item 5 of the Existing Schedule 13D is hereby replaced in its entirety, as follows: ITEM 4. Purpose of Transaction. The Fund engaged in the following transactions on the open market with respect to the Issuer's Common Stock: Transaction Number of Price Type of Date Shares per Share Transaction ------------------------------------------------------ 12/14/07 112,000 $.175 Purchase 12/14/07 32,000 $.17 Purchase 12/17/07 200,000 $.18 Purchase 12/18/07 500,000 $.18 Purchase 12/19/07 300,000 $.18 Purchase 12/19/07 75,000 $.22 Purchase 12/19/07 24,000 $.225 Purchase 12/20/07 303,000 $.26 Purchase 12/20/07 15,000 $.24 Purchase 12/20/07 100,000 $.25 Purchase 12/20/07 55,000 $.28 Purchase 12/20/07 5,000 $.27 Purchase 12/20/07 50,000 $.285 Purchase 12/21/07 100,000 $.26 Purchase ITEM 5. Interest in Securities of the Issuer. (a) As of December 19, 2007, the Fund beneficially owned 39,277,020 shares of Common Stock, representing 31.9% of all of the issued and outstanding shares of Common Stock. As of December 21, 2007, the Fund beneficially owns 39,905,020 shares of Common Stock, representing 32.5% of all of the issued and outstanding shares of Common Stock. The Investment Manager and Mr. Benowitz may each be deemed to beneficially own the shares of Common Stock held by the Fund. Each disclaims beneficial ownership of such shares. The amounts set forth in this response are based on the 122,957,326 shares of Common Stock outstanding as of November 8, 2007, as reported on the Issuer's Form 424B3 filed on December 13, 2007. (b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 39,905,020 shares of Common Stock reported herein. (c) Except as provided in Item 4, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, in the last sixty (60) days. (d) Not applicable. (e) Not applicable. Page 5 of 6 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 26, 2007 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and a Director of the Fund Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----