SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* VISION CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOLDERA, INC [ FDRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock ($0.001 par value)	12/10/2007		P		230,000	A	$0.1016	37,041,265	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock ($0.001 par value)	12/10/2007		P		125,000	A	$0.16	37,166,265	I	By Vision Opportunity Master Fund, Ltd.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Senior Secured Convertible Debenture	$0.15	12/07/2007		A		$1,000,000		(2)(3)	(2)(3)	Common Stock ($0.001 par value)	6,666,667	$1,000,000	$1,000,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Option to Purchase 8% Senior Secured Convertible Debenture	(2)(3)	12/07/2007		A		$6,000,000(2)(3)		(2)(3)	(2)(3)	8% Senior Secured Convertible Debenture(2)(3)	$6,000,000	$0(2)(3)	$6,000,000	I	By Vision Opportunity Master Fund, Ltd.(1)
Common Stock Purchase Warrant (right to buy)	$0.35	12/07/2007		A		2,857,143		(4)	12/07/2012	Common Stock ($0.001 par value)	2,857,143	$0(4)	2,857,143	I	By Vision Opportunity Master Fund, Ltd.(1)
Option to Purchase Common Stock Purchase Warrant	(5)(6)	12/07/2007		A		17,142,852(5)(6)		(5)(6)	(5)(6)	Common Stock Purchase Warrant(5)(6)	17,142,852	$0(5)(6)	17,142,852	I	By Vision Opportunity Master Fund, Ltd.(1)

1. Name and Address of Reporting Person* VISION CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENOWITZ ADAM (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VISION OPPORTUNITY MASTER FUND, LTD. (Last) (First) (Middle) 20 W. 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the managing member of the Investment Manager and the Fund's portfolio manager. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

2. On December 7, 2007, the Fund acquired an 8% Senior Secured Convertible Debenture (the "Debenture") in the maximum principal amount of $7,000,000. Only $1,000,000 of such amount was disbursed on December 7, 2007. The terms of the Debenture provide that on January 1, 2008, and on the first day of each month thereafter, at the Issuer's sole option and upon three (3) business days' prior written notice from the Issuer, the Issuer may request (i) on January 1, 2008 an additional $1,000,000, and (ii) on the first day of each month thereafter through and including November 1, 2008 an additional $500,000, up to a total of $7,000,000 cumulatively (each a "Draw Down Date"). The Fund may accept or reject each such request in its sole discretion. Further, the Fund may, upon five (5) business days' prior written notice to the Issuer, advance up to the remaining $6,000,000 to the Issuer at any time prior to the six months prior to the Maturity Date (as defined below). (Continued in Footnote 3)

3. This outstanding amount of the Debenture is convertible at any time, at the holder's election, at a conversion price of $0.15 per share. However, the Fund may not acquire shares of Common Stock upon conversion of the Debenture to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 4.99% of the issued and outstanding shares of Common Stock of the Issuer (the "Beneficial Ownership Limitation"); provided that this restriction on conversion can be waived at any time by the Fund upon 61 days notice. The maturity date of the Debenture (the "Maturity Date") is the earlier of (i) two (2) years from the last Draw Down Date or (ii) November 1, 2010.

4. This Warrant is presently exercisable, at the Fund's option into shares of Common Stock. However, the Fund may not acquire shares of Common Stock upon exercise of the Warrant to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed the Beneficial Ownership Limitation; provided, the Fund, upon not less than 61 days' prior notice to the Issuer (or such lesser number days as may remain until the expiration date of the Warrant), may increase or decrease the Beneficial Ownership Limitation. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer (or such lesser number days as shall remain until the expiration date of the Warrant). This Warrant was included with the purchase of the Debenture for no additional consideration.

5. On each Draw Down Date, the Issuer shall issue a Warrant to purchase 1,428,571 shares of Common Stock of the Issuer at an exercise price of $0.35 per share to the Fund for each $500,000 of principal invested by the Fund, for no additional consideration. The maximum receivable by the Fund are warrants to purchase 17,142,852 shares of Common Stock, relating to a maximum $6,000,000 additional investment by the Fund. Each such Warrant will have an expiration date of five (5) years from its date of issuance, and will become immediately exercisable upon issuance. (Continued in Footnote 6)

6. However, the Fund may not acquire shares of Common Stock upon exercise of the applicable Warrant to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed the Beneficial Ownership Limitation; provided, the Fund, upon not less than 61 days' prior notice to the Issuer (or such lesser number days as may remain until the expiration date of the applicable Warrant), may increase or decrease the Beneficial Ownership Limitation. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer (or such lesser number days as shall remain until the expiration date of the applicable Warrant).

Remarks:

	/s/ ADAM BENOWITZ, For himself, as Managing Member of the Investment Manager and as Portfolio Manager of the Fund.	12/11/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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