·	No more toggling between disconnected, single-purpose applications in a disorderly fashion

·	Eliminates information islands - No more lost or trapped data

·	Centralizes your teams, projects, activities, communications and information exchanges

·	Hypertask and effortlessly manages multiple projects, teams and applications from a single interface

·	Integrated Google search - Conduct Google searches right from within your Foldera

Organize

Foldera automatically sorts and files sent and received email, instant message dialogs, tasks, documents and calendar events into Activity Folders on a project-by-project basis while you work. This means that our members will never have to sort and file information into traditional folders ever again.

·	Saves time and increases productivity

·	Instantly locates what you need to do your work

·	Organizes project information automatically, proactively, chronologically and in real time

·	Keeps information synced between work and home

·	Always have the latest information at your fingertips

·	Less hassle - No more prioritizing, sorting or filing anything into traditional folders ever again

·	View critical information first - No more inbox triage

Communicate

Foldera makes it possible to exploit email and instant messaging applications within the context of a single business project or activity, so every exchange or communication made in the execution of an activity is grouped together, live, in one centralized place.

·	Eliminates inbox and sent folder triage

·	Sends and receives email and conducts instant message dialogs in the context of your projects and activities

·	Communicates more effectively and efficiently with clearer objectives and priorities

·	Makes comments in the context of specific documents, tasks, events and contacts, so nothing falls through the cracks

·	Enforces group memory for your teams and projects, so members can see how decisions were made

·	Saves money by reducing meeting and travel time

·	Fewer face-to-face meetings are necessary

·	Makes fewer costly mistakes

·	A member can see who is online and get the answers they need

·	Stays connected to others

·	Reduces email and phone tag

Foldera captures, in live object form, all of your team’s instant message dialogs, the documents you create and share, the tasks you delegate and the calendar events you create. These objects can be reopened, shared, edited, copied and saved at will.

·	Personal Activity Folders keep your private information separate from your public, shared information

·	Activity Folders keep information related to one project or activity separate from information related to other projects and activities

·	You decide what others can see and do with the information that you create

·	Work better together

·	Get something across to everyone at the same time

·	Work together virtually with others on activities and projects as if you were in the same physical location

·	Shares documents in the context of specific projects and activities

·	Shares projects and activities with others outside the business

Access

Stay connected to your work, teams, applications and information at any time, from wherever you are, in one centralized location on the web

·	Foldera enables teams to work together virtually on documents, tasks and calendar events -as if they were in the same physical location

·	Works across firewalls

·	Access your Foldera from the Internet Explorer, Firefox, Safari and Opera Browsers.

Notify

Instantly notify others and receive notifications every time something changes, on a project-by-project basis, ensuring that your team is informed and up to date and in sync effortlessly.

·	Increases efficiency - Because everyone on your team has the applications, teams and information they need at their fingertips, in one centralized location on the internet

·	Gets the latest information and helps you make better, informed decisions

·	Gets work done faster - Respond to issues quicker and make fewer costly mistakes

Manage

Manage multiple projects, teams and applications from a single interface

·	Manages the lifecycle of each document

·	Delegates tasks and tracks them to completion

·	Effortlessly sets meetings and conference calls

·	See all of your projects and related teams at a glance

·	Manages relationships across company boundaries

·	Effortlessly manages a greater volume of information, enabling members to get more done in less time

·	Easily adds, substitutes and deletes team members with just one click - This is a great way to get new members up to date quickly

·	Effortlessly sets controls on your member’s ability to author, read and delete pages and access specific Activity Folders or information

·	Instantly invites new members to your workgroup’s Foldera via email

Archive

Backup your critical information as it is created. Keep everything private and secure, in real time

·	Generous 250MB storage, per account

·	When disaster strikes, member information is safe and secure

·	It’s your information; get your information out of Foldera as easily as you put it in

·	Enforced team memory - Foldera enables an online paper trail for each project or activity

·	Get a new member of the project team up to speed quickly

Personalize

Personalize your Foldera to work the way you work

·	Customize the branding of your login page and project the image of success

·	Your logo, colors and brand

·	Custom views

·	Custom settings

Secure

Your information is encrypted, so it is safe and secure as it travels over the internet

·	Integrated spam and spim filtering

·	Virus scanning

·	Private and secure - Your information is backed up in real time

·	Peace of mind that comes with knowing that your critical information is safe and secure in our data center

Simplify

Foldera is a simpler way of getting everyone together

·	Browser-based access to your projects, activities, workgroups, applications and information from wherever you are

·	Easy to use - No training

·	World class customer care - Get answers 24 hours a day, 7 days a week

·	Save time - No more sorting and filing information into traditional folders by hand

·	Nothing to download - Foldera won’t change anything on your Mac or PC

·	No hassle and no complexity - Be up and running in minutes

·	No hardware or software to buy or maintain

·	No long-term contract - Cancel whenever you want

·	Easily import your address book from Outlook, Hotmail, Yahoo mail and others

·	No credit card - No commitment

·	No upgrade cycle - You always have the latest version

·	No IT staff needed to setup and run your Foldera

·	Save money - On overnight shipping, travel, paper, fax and postage

·	Work with familiar applications that you already know how to use

MARKET RESEARCH

According to a 2005 study conducted by Grant Thornton Research, a leading firm of chartered accountants, management consultants and other professional advisers, the average business owner spends an hour and a half each day processing email. Further, a Palo Alto Research Center Study by Bellotti and Ducheneaut conducted in 2005 indicated that employees spent 10% of their time filing messages and about 8% of their time searching to find the messages they need to do their jobs. This means that the typical information worker wastes more than two hours each week searching, sorting and filing information.

The messaging/collaboration segment of the global software market is large, rapidly growing and undergoing a shift away from “on premises” providers to “hosted providers” like Foldera. In 2004, according to Radicati Group, a consulting group founded in 1993 to provide market research on the messaging and collaboration market, “revenue in the corporate Messaging and Collaboration Software segment expanded by nearly 10% to roughly $2.85 billion.” Additionally, “during 2004, the number of e-mail users increased by over 22%, to 1.1 billion global mailboxes,” according to Radicati Group.

In a consumer survey conducted during 2004 by Harris Interactive(R) Inc., a leader in internet-based market research, among U. S. adults who regularly use a computer at work, 78% said they would use a collaboration technology, such as electronic workspaces, shared calendars and shared task lists, if their company implemented it. Nearly half of those surveyed said they would like a collaboration technology to centrally track, store and retrieve information related to projects and team activities. Additionally, 28% said that using the right collaboration tools at work would save them up to five hours each week.

INDUSTRY OVERVIEW

We intend to participate in two large industry segments: the messaging and collaboration portion of the software market and the search-based advertising market.

The Messaging and Collaboration Software Market

The messaging/collaboration software segment is comprised of “on premise” software providers and “hosted service” providers. Microsoft Corporation and IBM (International Business Machines) currently dominate the “on premise” messaging market, accounting for roughly 55% of all mailboxes. According to Radicati Group, Microsoft’s market share was 31% in 2004 (and is projected to grow to 33% in 2008), while IBM had a 24% share of the market in 2004 (which is forecast to decline to 17% in 2008).

The Radicati Group is forecasting that the fastest growing segment of the Messaging and Collaboration software market will be for “hosted services.” This is expected to lead to a flat to declining market for the “on premise” portion of the market, with a continuation of the trend toward outsourced and hosted email solutions. Radicati Group projects that over one-third of all companies would outsource their email solutions to hosting service providers in 2005, up significantly from the 9% that was outsourced in 2002, 18% in 2003 and 30% in 2004. Foldera is a hosting service provider.

The Search-Based Advertising Market

A growing trend on the internet is the proliferation of free services that utilize advertising revenues as their primary source of income. For example, numerous companies such as Google.com, Ask.com, Myway.com, Technorati.com, Weather.com, AOL.com, Yahoo.com, MSN.com, and Blogger.com utilize similar ad supported models.

According to eMarketer, Inc. paid search is expected to grow faster than any other sector of online advertising, increasing from $3.9 billion in 2004 to $6.7 billion in 2008.

We intend to integrate a paid search feature into each page of our online service and we expect to derive a substantial portion of our revenue from this feature. We have selected Google’s “AdSense for Search” program to capitalize on Google’s popularity with internet searchers. Google leads the U.S. Internet search industry with a 47.3 % share of all queries, according to Nielson Net Ratings, followed by Yahoo at 20.9% and MSN-Microsoft at 13.6%. An average of 3.8 billion searches were conducted monthly during 2004, according to ComScore Networks, with each searcher entering an average of 35 searches per month. In a July 2004 study, Nielson/NetRatings reported that the growth in demand for paid search advertising was outpacing growth in web page supply, leading to higher prices for search-related advertising.

According to Jupiter Research, the average cost per click was $0.29 in 2003 and $0.36 in 2004 and was forecast to reach $0.40 in 2005 and $0.42 in 2006. Of greater significance to our business model, according to a December 2004 report from Majestic Research, based on proprietary ComScore Networks data, the average cost per click for Google AdWords is already $0.54. Jupiter Research also indicates that one out of seven search queries results in a click on paid listings.

Further underscoring our belief that search-related revenue opportunities are significant, according to a July 2005 Forrester Research survey, 84% of marketers planned to increase US online ad budgets in 2005. In order to fund an increase in online spending in 2005, almost half the marketers planned to decrease spending in traditional channels, including magazines, direct mail and newspapers. Most marketers see traditional channels becoming less effective over the next several years and, given the pressure they face to make every dollar count, we believe marketers will shift spending to channels they believe will be more effective. Forrester projects the online Marketing and Advertising market will reach $26 billion by 2010.

TARGET AUDIENCE - THE SMB MARKET

We intend to target the small-to-mid-sized business (“SMB”) marketplace for Foldera. According to the Small Business Administration, there are approximately 22.9 million small businesses in the United States alone. Small businesses provide approximately 75% of the new jobs added to the economy and employ 50.1% of the private sector’s workforce. According to Gartner, Inc., a leading provider of research and analysis on the global information technology industry, worldwide business spending on IT will exceed $2 Trillion in 2005. Foldera believes that the complexity and high cost of ownership of messaging and collaboration software has prevented small businesses from deploying this type of software in the past.

REVENUE MODEL

We anticipate generating revenue from two primary sources: the up-selling of Premium Services and Paid Search Advertising. Premium Service revenue is derived from the sale of extra storage, vanity email domain hosting, custom branding and technical support by phone. Paid search revenue is derived each time a Foldera member uses the embedded Google search box and then clicks on the ad of an advertiser in the Google network.

We project that each Foldera business account will have an average of 25 members.

Sales of Premium Storage

Our basic account will include 250MB of free storage. We expect to up-sell a small portion of our basic accounts to our premium storage package. We project that storage revenue will increase over time as members store more information each year.

MX Record E-mail Hosting

Each basic Foldera account will include a standard Foldera email domain, for example: jdoe@yourcompanyname.Foldera.com. We will also offer to host a vanity email domain name for each account. Vanity email domains, such as jdoe@yourcompanyname.com, are available for an additional one-time charge of $100. We anticipate that a small portion of our accounts will upgrade to a vanity e-mail domain name.

Custom Branding

Foldera enables its users to easily upload their logos and to select a color scheme that matches the look and feel of their marketing website. Branding assistance will be available for a one-time charge of $100 and we project that a small portion of our accounts will ask for assistance in customizing the branding of their Foldera.

Premium Tech Support

Foldera has a free and easy to use help trail embedded throughout its application. We project that a small portion of our accounts will require additional technical support assistance. Technical phone support will be available for $30 per incident. We intend to outsource our technical support operation.

Paid Search Revenue

Google has a recognized and well established program for publishers like Foldera, which seek to monetize their traffic and web content. The program is called AdSense for Search. We intend to integrate this Google search feature into each page of our online application. Google AdSense combines Google’s search technology with thousands of keyword advertisers to deliver targeted text-based ads to search result pages. People find these ads useful and click on them and, when they do, Google shares a portion of the revenue with the web publisher.

According to Majestic Research, searchers click on ads 17% of the time they search, or one for every six searches, and the average revenue generated per click is $0.54.

ROLLOUT STRATEGY AND TIMETABLE

Following over four years of system development, we intend to launch a limited pre-release beta service in the second quarter of 2006.

Network Marketing and Distribution Strategy

To quickly and cost-effectively introduce Foldera to the global marketplace, we intend to give Foldera away for free and utilize a grassroots network marketing approach modeled after several other successful web-based technology product launches. For example Hotmail (and others, including Myway, Skype, Firefox, MySpace, Friendster, Flickr, Facebook, Orkut and Linkedin) have used this Marketing and Distribution strategy successfully, obtaining millions of members in a very short period of time.

Foldera believes that when people discover a remarkable online service, they like to tell their friends and business associates about it, who, in turn, tell others through word-of-mouth or email communications. This network marketing approach served as the foundation for the roll out of Hotmail. While Foldera’s roll out will be modeled after Hotmail’s, we can offer no assurances that the market will similarly receive our product.

Foldera believes that the money that would have otherwise been spent on advertising our product will be better used in making our application as feature rich and user friendly as possible. We believe that satisfied members are more apt to tell their friends and spread the word about Foldera, giving us free network-enhanced word-of-mouth advertising. In effect, we anticipate that our customers will become our advertising advocates. For example, MySpace, which was launched in late 2003, gave musicians free web sites on which to post their songs and allowed fans to build their own web pages in order to connect with like-minded enthusiasts. “MySpace never spent money on advertising and now has 22.5 million users,” according to an August 1, 2005 Newsweek article. In July of 2005, MySpace was sold to News Corp for $580 Million Dollars.

Our free and frictionless self service sign-up model is expected to remove the pricing barrier that has prevented most small-to-medium sized businesses from owning similar software in the past. We believe this pricing strategy will help us gain market share faster than if we charged a higher price for our software and spent more on sales and marketing initiatives.

Initially, we will attempt to engage the interest of bloggers and technology enthusiasts (i.e. people who are fundamentally committed to new technology). As such, they are typically the first customers for anything that is truly brand new in the technology marketplace. From a marketing point of view, technologists exercise great influence over, and act as gatekeepers of, the rest of the technology product life cycle. If they reject a product, no one else will give the product a second chance. An additional benefit to courting this group is that they are typically very vocal and active in assisting technology companies in shaping their products and in disseminating product information and attributes to the broader market.

Because of our limited ability, at least initially, to meet the expected heavy demand for Foldera accounts, we intend to limit the number of accounts an existing Foldera account can refer to others but we will not restrict the number of members that can be signed up within an existing account. The purpose of this strategy is twofold. First, it enables us to meet demand and scale the application in a responsible way. Second, by making prospective early adopters line up for access and having them wait before they are granted membership, we will further enhance the sense of entitlement and community members will feel when they have been admitted. For example, this strategy was utilized effectively when Google launched their email product called Gmail.

ONGOING IMPROVEMENTS - FOLDERA’S TECHNOLOGY ROADMAP

Our mission is to create the best web-based Organizer and Messaging/Collaboration service in the world. In pursuit of that mission, we intend to rapidly respond to ongoing customer feedback and feature requests. Here are just a few items on our product roadmap:

Offline Content Synchronization

This feature will enable members to work within their Foldera application when an internet connection is unavailable. This is possible using our proprietary web folder technology that establishes a local version of Foldera on a member’s local personal computer. All of a member’s offline information will then be uploaded and synced up to the online information the next time the member logs into his or her Foldera over the internet.

Wireless Access

This feature will enable our members to access their Foldera from any wireless device. For example, if a member is away from the office, the member will be able to remotely access, check and respond to email, obtain the phone numbers of their contacts and review, edit and share documents.

Enterprise Server Solution

Foldera’s primary focus will be on small-to-midsized businesses, but we anticipate that some large enterprises will want their own, on-premises version of the Foldera application. For this reason, we intend to create a Foldera enterprise server solution which will include a preconfigured Dell server(s) with a private version of the Foldera application to be hosted in the enterprise’s infrastructure, rather than on our servers.

The Foldera Software Development Kit (SDK)

This tool will enable outside developers to expose their applications from within the Foldera framework. For example, a real estate company may want to expose Multiple Listing Service (MLS) home listing data into the Foldera being used by their real estate agents. The Foldera SDK will make this possible by allowing outside developers to customize the application to suit their particular purpose.

The Foldera API

We intend to enable other software developers to expose Foldera within their applications. These experiments, often referred to as “mashups,” have yielded significant product extensions for Google, Flickr and numerous other technology companies.

Audio and Video Conferencing

These features will enable our members to conduct voice and video conferences from within the shared Activity Folder framework. We envision that these services will be sold on a monthly subscription basis.

Expansion of the Integrated Toolset

We intend to add voice over internet protocol (VOIP) telephony, fax service and a photo organizer into our shared Activity Folder framework.

Expanding Verticals

In the future, we intend to customize the application for specific vertical industries. For example, we plan to create a version suited to contractors, engineers, consultants, architects, developers, project managers, students and many other potential operations.

PATENTS AND INTELLECTUAL PROPERTY

We regard our organizer and messaging/collaboration software solution as proprietary and rely primarily on a combination of copyright, trademark and trade secret laws of general applicability, employee confidentiality and other intellectual property protection methods to safeguard our technology, processes and system. There can be no assurance that these protections will be adequate to prevent our competitors from misappropriating our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology.

We filed a U.S. Provisional Patent Application Serial No. 60/517,271, with the US Patent and Trademark Office on November 4, 2003. The following is an abstract taken from the application. “Taskport is a scalable and reliable collaborative software application that provides an information hub that serves as a single portal to using applications in an aggregated, collaborative manner, thereby eliminating the need for constant transmission / reception of information to achieve collaboration, is presented. The present invention creates a portal for all entities, and enables access, storage, sharing, and response to related information from anywhere at anytime on any access unit in a collaborative and collective methodology. The present invention also provides object-based security and object-based threaded discussion sessions for all objects generated by the various applications.” There can be no assurance that our patent application will result in any patent being issued to us or, if issued, that any patent claims will be of sufficient scope or strength to provide any meaningful competitive advantage to us. In addition, any patent may be challenged, invalidated or circumvented and any right granted thereunder may not provide meaningful protection to us.

Our intellectual property also includes the copyrighted source code for the Foldera application. We also own the registered trademark for the Foldera system name.

Additionally, we own the following service marks:

·	Group Information Manager

·	Group Information Organizer

·	Group Information Collaborator

We also own the word mark - Foldera - (serial number 78367135).

We rely upon our efforts to design and implement improvements to our Foldera system to maintain a competitive position in the marketplace.

COMPANY INFORMATION

Our company’s corporate headquarters are located at 17011 Beach Blvd., Suite 1500, Huntington Beach, California 92647 and our telephone number is (714) 766-8700. Our company’s web site is located at www.Foldera.com. Information on our company’s web site is not part of this Form 8-K/A.

COMPETITION

We face competition from other messaging and collaboration service providers, including companies that are not yet known to our management. We compete with internet companies, particularly in the areas of email and instant messaging, and we may also compete with companies that sell products and services online because these companies are attempting to attract users to their web sites to search for information about products and services. Many of our competitors have more employees and cash reserves than we have. Many of our competitors also have longer operating histories and more established relationships with customers and can use their experience and resources in a variety of competitive ways against us, including by making acquisitions, investing more aggressively in research and development and competing more aggressively for advertisers and web sites. Some of our competitors may have a greater ability to attract and retain users than we do due to their broader range of content, products and services. If our competitors are successful in providing a similar or better messaging and collaboration application compared to our application or are able to leverage their platforms to make their services easier to access, we could experience a significant decline in user traffic. Any such decline in traffic could materially and adversely affect our revenues and potential profitability.

We also compete with destination web sites that seek to increase their search-related traffic. These destination web sites may include those operated by internet access providers, such as cable and DSL service providers. Because our users will need to access our services through internet access providers, our users will have direct relationships with these providers. If an access provider or a computer/computing device manufacturer offers online services that compete with our services, the user may find it more convenient to use the services of the access provider or manufacturer than those of Foldera. Additionally, the access provider or manufacturer may make it difficult to access our services by not listing them in the access provider’s or manufacturer’s own menu of offerings. Also, because the access provider gathers information from the user in connection with the establishment of a billing relationship, the access provider may be more effective than us in tailoring services and advertisements to the specific tastes of the user.

Finally, there has been a trend toward industry consolidation among our competitors, and smaller competitors today may become larger competitors in the future. If our competitors are more successful than we are at generating traffic, any resulting decline in traffic could materially and adversely affect our revenues and profitability.

GOVERNMENT REGULATION

We are subject to the same federal, state, and local laws as other companies conducting business in the software field. Our products are subject to copyright laws. We may become the subject of infringement claims or legal proceedings by third parties with respect to our current or future products. In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights, or to establish the validity of our proprietary rights. Any such claims could be time-consuming, divert management from our daily operations, result in litigation, cause product shipment delays or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. Moreover, an adverse outcome in litigation or a similar adversarial proceedings could subject us to significant liabilities to third parties, require the expenditure of significant resources to develop non-infringing products, require disputed rights to be licensed from others or require us to cease the marketing or use of certain products, any of which could have a material adverse effect on our business and operating results.

RESEARCH AND DEVELOPMENT

Software development costs incurred in conjunction with product development are charged to expense until technological feasibility is established in accordance with Statement of Financial Accounting Standards No. 86, Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed (“SFAS 86”). Thereafter, all software product development costs are capitalized and reported at the lower of unamortized cost or net realizable value. The establishment of technological feasibility and the ongoing assessment of the recoverability of costs require considerable judgment by us with respect to certain external factors, including, but not limited to, anticipated future gross product revenues and estimated economic life and changes in software and hardware technology. We do not have any capitalized software product development costs as of December 31, 2005.

EMPLOYEES

At December 31, 2005, we had 35 employees and 15 contractors in the United States. We believe that our employee relations are good. None of our employees are represented by a collective bargaining unit. All employees sign standard employment agreements that specify they are all “at will” employees.

Item 2. Description of Property

We lease approximately 17,000 square feet of office space in Huntington Beach, California to house our administrative, marketing, system development and technical support operations. We pay approximately $29,000 per month in rent. Our lease expires December 2010.

Item 3. Legal Proceedings

We may be subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of December 31, 2005, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

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

No matters were submitted to a vote of our stockholders during the fourth quarter of the fiscal year ended December 31, 2005.

PART II

Item 5. Market for Common Equity Related Stockholder Matters and Small Business Issuer Purchases of Securities

Since February 13, 2006, our common stock has been traded on the Over the Counter Bulletin Board under the symbol "FDRA.OB.” Prior to the merger, Taskport was a private company and there was no public market for its shares; therefore, there is no relevant 2005 stock price information.

Our transfer agent is Holladay Stock Transfer, Inc., 2939 N. 67th Place, Suite C, Scottsdale, Arizona 85251.

Dividends

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, for the operation and expansion of our business, and therefore do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors, and will be dependent upon our financial condition, results of operations, capital requirements and other factors as our board may deem relevant at that time.

Recent Sales of Unregistered Securities

Sales by Taskport Prior to the Merger

In the first five months of 2005, Taskport sold 181,475 shares to a total of 20 investors for an aggregate purchase price of $157,817. For these issuances, For these issuances, Taskport relied on the exemption from the registration requirement of the Securities Act provided by Rule 506 of Regulation D. The shares were sold and issued exclusively to accredited investors (as such term is defined in Rule 501(a) of Regulation D).

In February 2005, Taskport issued a total of 62,500 shares to Richard Lusk, a director and chief executive officer of Taskport, as compensation in lieu of cash for his services. Taskport placed a value of $1.00 on each share issued. For these issuances, Taskport relied on the exemption from the registration requirement of the Securities Act provided by Section 4(2).

In the first five months of, 2005, Taskport issued a total of 237,510 shares to Exteriorarts, Inc., a corporation controlled by Richard Lusk, in consideration for funds advanced to Taskport or paid to Taskport’s creditors on behalf of Taskport in the total amount of $237,510. For these issuances, Taskport relied on the exemption from the registration requirements of the Securities Act provided by Section 4(2).

In the first five months of 2005, Taskport issued a total of 436,731 shares to certain officers, employees and consultants. Taskport placed a value of $1.00 on each share issued. For the issuances of these shares, Taskport relied on the exemption from the registration requirement of the Securities Act provided by Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to compensation benefit plans and contracts relating to compensation.

In May 2005, Taskport issued to the law firm of St. George and Carnegie, warrants to purchase an aggregate of 512,320 shares of common stock at an exercise price of $0.25 per share. In June 2005, Taskport issued to the law firm of Day & Campbell, LLP warrants to purchase 10,000 shares of common stock at an exercise price of $1.00 per share. For these issuances, Taskport relied on the exemption from the registration requirements of the Securities Act provided by Section 4(2).

From June 2005 through December 31, 2005, Taskport sold a total of 5,218,475 shares of its common stock for aggregate consideration of $8,388,850 in two private offerings in which Brookstreet Securities Corporation acted as managing dealer. For these issuances, Taskport relied on the exemption from the registration requirement of the Securities Act provided by Rule 506 of Regulation D. The shares were sold and issued exclusively to accredited investors (as such term is defined in Rule 501(a) of Regulation D). Following the closing in February 2006, Taskport paid commissions to the managing dealer in the aggregate amount of $1,371,870, and issued warrants to the managing dealer to purchase 307,215 shares of Taskport common stock at a price of $1.00 per share and 637,856 shares of Taskport common stock at a price of $2.00 per share.

Item 6. Management’s Discussion and Analysis or Plan of Operation

GENERAL

The following presentation of Management’s Discussion and Analysis has been prepared by internal management and should be read in conjunction with the financial statements and notes thereto included in this Current Report on Form 8-K/A. Except for the historical information contained herein, the discussion in this report contains certain forward-looking statements that involve risks and uncertainties, such as statements of the Company’s business plans, objectives, expectations and intentions as of the date of this filing. The cautionary statements about reliance on forward-looking statements made earlier in this document should be given serious consideration with respect to all forward-looking statements wherever they appear in this report, notwithstanding that the “safe harbor” protections available to some publicly reporting companies under applicable federal securities law do not apply to us as an issuer of penny stocks. The Company’s actual results could differ materially from those discussed here. Factors that could cause differences include, among the other factors referenced elsewhere in this Report, those discussed under the heading “Risk Factors” earlier in this document.

We are a public company whose common stock was quoted on the OTC Bulletin Board under the symbol “EXSM.OB” in 2005 when we were formerly engaged in the business of distributing golf-related merchandise in the retail golf industry. As part of the Company’s effort to raise additional working capital to execute the Company’s business plan, we ceased operations. On February 6, 2006 we entered into an Agreement and Plan of Merger (the “Plan” or “Merger”) with Taskport, Inc., a California corporation principally engaged in the development of a proprietary, web-based software system which is a free and easy way to use online service that combines email, instant messaging, shared folders, document management, calendar, contacts, and task management applications into one seamless interface. Immediately prior to the merger, we had 100,000,000 shares authorized and 2,139,900 shares issued and outstanding. Pursuant to the merger, all of the 22,828,430 outstanding shares of Taskport were exchanged for shares of the Company on a 1 for 1 basis for a total of 24,968,330 shares of common stock issued and outstanding. Immediately after the merger, all then existing officers and directors of the Company resigned and the management of Taskport were elected and appointed to such positions; thereby effecting a change of control. Although Taskport became the Company’s wholly-owned subsidiary following the transaction, because the transaction resulted in a change of control, the transaction was recorded as a “reverse merger” whereby Taskport was considered to be the Company’s accounting acquirer. We simultaneously changed the Company’s name to Foldera, Inc. Thereafter, we began engaging in the development of a proprietary, web-based software system called Foldera.

After the merger, we are a proprietary, web-based software system provider. The Company’s strategy has been to further develop the Company’s proprietary Foldera software product. (See “Description of Business”).

Financial Condition and Results of Operations for the year ended December 31, 2005

For an understanding of the significant factors that influenced the Company’s performance during the past two fiscal years, the following discussion should be read in conjunction with the Company’s consolidated financial statements presented in this Form 8-K/A. Readers are also directed to the factors set forth in “Risk Factors - Risks Relating to Our Business” for a discussion of certain factors that may adversely affect the Company’s business, operations and financial condition.

The following table sets forth certain of the Company’s historical statement of operations data for the periods indicated, expressed in dollars, for the Company’s fiscal years ended December 31, 2005 and 2004, respectively.

Revenues

Net Revenues for the years ended December 31, 2005 and December 31, 2004 were zero.

Cost of Sales

Cost of sales for the years ended December 31, 2005 and December 31, 2004 were zero.

Gross Profits

With zero revenue and zero cost of sales, overall gross profits for the years ended December 31, 2005 and December 31, 2004 were also zero.

Operating Expenses

Total operating expenses for the year ended December 31, 2005 increased to $3,023,096 from $2,589,843 for the year period ended December 31, 2004. The overall increase in expenses of approximately $433,253, or approximately 17% over the prior year period is due to the increase in the Company’s payroll, legal and accounting, professional fees and rent expenses. The majority of these increases were due to expenses related to the Company becoming public.

Operating Loss/Net Loss

The Company’s operating loss and net loss for the year ended December 31, 2005 increased to $3,023,096 and $3,081,878 from $2,589,843 and $2,591,239 for the year ended December 31, 2004. The increase in operating loss of $433,253 and net loss of $490,639 over the Company’s prior year is primarily due to an increase in the Company’s payroll, legal and accounting, professional fees and rent expenses and loss on settlement of debt.

Assets

Assets increased by $5,713,734 to $5,772,882, or approximately 9,660%, from $59,148 as of December 31, 2004. This increase was due primarily to the acquisition of additional equipment and expanded cash and cash equivalents balances.

Liabilities

Total liabilities increased to $664,795 by $402,648, or approximately 154%, from $262,147 as of December 31, 2004. The increase was due primarily to an increase in accrued expenses and capital lease obligations.

Stockholders’ Equity

Stockholders’ equity increased to $5,108,087 by $5,311,085 from a deficit of $202,999 as of December 31, 2004, due primarily to increased financing activity that more than offset a net loss during the year ended December 31, 2005.

Liquidity and Capital Resources

General

Overall, we had positive cash flows of $4,815,445 for the year ended December 31, 2005 resulting from $1,979,633 of cash used in the Company’s operating activities, $517,309 cash used in investing activities and $7,312,387 of cash provided by the Company’s financing activities.

Cash Flows from Operating Activities

Net cash used in operating activities of $1,979,633 for the year ended December 31, 2005 was primarily attributable to a net loss of $3,081,878, adjustments to reconcile net loss to net cash, principally the issuance of stock for services of $568,180, the issuance of stock for compensation of $421,029, depreciation and amortization expense of $115,873, loss on the settlement of a debt of $64,022 and accrued expenses of $87,851.

Cash Flows from Investing Activities

Net cash used in investing activities of $517,309 for the purchase of property and equipment was due to moving to new office premises in October 2005.

Cash Flows from Financing Activities

Net cash of $7,312,387 generated in financing activities in the year ended December 31, 2005 was primarily due to the issuance of shares to related and third parties for cash.

Internal Sources of Liquidity

For the year ended December 31, 2005, the funds generated from the Company’s operations were insufficient to fund the Company’s daily operations. There is no assurance that funds from the Company’s operations will meet the requirements of the Company’s daily operations in the future. In the event that funds from the Company’s operations will be insufficient to meet the Company’s operating requirements, we will need to seek other sources of financing to maintain liquidity. (See Risk Factors).

External Sources of Liquidity

The Company will actively pursue all potential financing options as it looks to secure additional funds to both stabilize and grow the Company’s business operations. The Company’s management will review any financing options at their disposal and will judge each potential source of funds on its individual merits. There can be no assurance that the Company will be able to secure additional funds from debt or equity financing, as and when the Company needs to, or if it can, that the terms of such financing will be favorable to us or the Company’s existing stockholders.

During the year ended December 31, 2005, the Company issued 5,637,460 shares of stock for cash.

As of December 31, 2005, the Company had entered into nine capital leases with equipment suppliers in the amount of $281,591, of which $207,613 was outstanding as of December 31, 2005.

As of December 31, 2005, the Company had $2,000 payable to a related party.

Inflation

Management believes that inflation has not had a material effect on the Company’s results of operations, and does not expect that it will in fiscal year 2006 , except that rising oil and gas prices may materially and adversely impact the economy generally.

Forward Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations include a number of forward-looking statements that reflect the Company’s management’s current views with respect to future events and financial performance. Those statements include statements regarding the Company’s intent, belief or current expectations, and those of members of the Company’s management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us throughout this Report, as well as in the Company’s other reports filed with the Securities and Exchange Commission. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results over time. The Company believes that its assumptions are based upon reasonable data derived from and known about the Company’s business and operations. No assurances are made that actual results of operations or the results of any future activities will not differ materially from the Company’s assumptions.

Since the Company’s trading shares are classified as “penny stocks”, the Company is not entitled to rely upon the “Safe Harbor” provisions adopted by the SEC under the Exchange Act with respect to Forward Looking Statements. Nevertheless, investors are urged to give serious consideration to those factors which the Company has identified as outside of the Company’s control, and the consequences to us and the Company’s investors if the Company’s anticipated results do not come to pass as expected as a result of material deviations which may occur from the assumptions the Company has relied upon in making Forward-Looking Statements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Recently Issued Accounting Standards

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement applies to all voluntary changes in accounting principle and requires retrospective application to prior periods' financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We are evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements ("EITF 05-6"). EITF 05-6 provides guidance on determining the amortization period for leasehold improvements acquired in a business combination or acquired subsequent to lease

inception. The guidance in EITF 05-6 will be applied prospectively and is effective for periods beginning after June 29, 2005. EITF 05-6 is not expected to have a material effect on the Company's consolidated financial position or results of operations.

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAF No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements.

In March 2006 FASB issued SFAS 156 “Accounting for Servicing of Financial Assets” this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

1.	Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

2.	Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

3.	Permits an entity to choose ‘Amortization method’ or Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities:

At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

5.	Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153 (hereinafter “SFAS No. 153”). This statement addresses the measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions,” is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion, however, included certain exceptions to that principle. SFAS No. 153 amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. Management believes the adoption of this statement will not have a material impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 152, which amends SFAS Statement No. 66, “Accounting for Sales of Real Estate,” to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions.” This statement also amends SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects,” to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects, does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management believes the adoption of this statement will not have a material impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R) establishes standards for the accounting for share-based payment transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This statement covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based award, share appreciation rights and employee share purchase plans. SFAS No. 123 (R) requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date (with limited exceptions). That cost will be recognized in the entity’s financial statements over the period during which the employee is required to provide services in exchange for the award. Management has not yet assessed the impact that the adoption of this statement will have on the financial statements of the Company.

In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151, “Inventory Costs— an amendment of ARB No. 43, Chapter 4” (hereinafter “SFAS No. 151”). This statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Under some circumstances, SFAS No. 151 mandates that items such as idle facility expense, excessive spoilage, double freight, and re-handling costs be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management believes the adoption of this statement will not have a material impact on the financial statements of the Company.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (hereinafter “SFAS No. 150”). SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not impact the financial position or results of operations of the Company.

In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 149”). SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 did not impact the financial position or results of operations of the Company.

Risk Factors

RISKS RELATED TO OUR BUSINESS

We operate in a rapidly changing environment that involves numerous risks and uncertainties. The following section lists some, but not all, of these risks and uncertainties that may have a material adverse effect on our business, financial condition and results of operation.

We are in an early stage of development and have a limited operating history.

We are in the early stage of development, and have only a limited operating history on which to base an evaluation of our business and prospects. In addition, our operations and development are subject to all of the risks inherent in the growth of an early stage company, including a limited operating history. We may not succeed given the technological, marketing, strategic and competitive challenges we will face. The likelihood of our success must be considered in light of the expenses, difficulties, complications, problems, delays and inherent risks frequently encountered in connection with the growth of a new business, the continuing development of new technology and the competitive environment in which we operate. Such risks include acceptance by users in an evolving and unpredictable business environment, the lack of a well developed brand identity and the ability to bring our product to market on a timely basis. We have not generated any revenues to date, and there can be no assurance that we will be able to successfully develop our web-based messaging and collaboration service and penetrate our target market. We sustained net losses of $3,081,878 and $2,591,239 for fiscal years ended December 31, 2005 and 2004 respectively. Further, we may incur significant losses through 2006 and beyond, as we further develop and commercialize our web-based messaging and collaboration service. We cannot assure you that we will ever generate significant revenue or have profits.

We have not yet launched our Foldera service into the general marketplace and there is no assurance of successful marketing.

While we anticipate launching a limited beta version of our Foldera service during the second quarter of 2006, we have not launched our Foldera service into the general marketplace and there can be no assurance that our product will be accepted by the marketplace. If the marketplace finds any or all of Foldera’s product unacceptable, we will be required to make potentially time consuming and costly changes to its application, which may further delay the general rollout of the service. Such delays would deplete our financial resources and would have a material adverse effect on our business, results of operations and financial condition.

We face competition from other internet companies, including web search providers, internet advertising companies and destination web sites that may also bundle their services with internet access.

If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive and our revenues and operating results could suffer.

Our future success depends on providing products and services that people use for a high quality internet experience. Our competitors are constantly developing innovations in messaging, collaboration and online advertising. As a result, we must continue to invest significant resources in research and development in order to enhance our messaging and collaboration technology and our existing products and services. Additionally, we will have to consistently introduce new high quality products and services that people can easily and effectively use. If we are unable to ensure that users and customers have a high quality experience with our products and services, then these customers may become dissatisfied and move to competitors’ products. Moreover, if we are unable to predict user preferences or industry changes, or if we are unable to modify our products and services on a timely basis, we may lose users, with any resulting decline in traffic potentially having a material and adverse affect on our revenues and profitability.

Our future operating results may also suffer if innovations are not responsive to the needs of our users, are not appropriately timed with market opportunity or are not effectively brought to market. As messaging and collaboration technology continues to develop, our competitors may be able to offer results that are, or that are perceived to be, substantially similar or better than those generated by our services. This may force us to expend significant resources in order to remain competitive.

We expect to generate a significant portion of our revenue from advertising and any reduction in advertising spending (and resulting loss of advertising revenue) could seriously harm our business prospects.

We expect to generate a substantial portion of our revenues from Google’s “AdSense for Search” integrated search advertising. Google’s advertisers can generally terminate their contracts at any time. Google’s advertisers will not continue to do business with Google or us if their investment in advertising does not generate sales leads and, ultimately, customers.

We anticipate relying on our participation in Google’s AdSense Program, which can be easily joined using Google’s automated sign-up process, for a significant portion of our revenues. If we were to lose this relationship with Google, it could have a material and adverse affect on our revenues and profitability.

We may be unable to effectively manage our anticipated growth.

If we are unable to effectively manage our anticipated growth, our business and operating results could be harmed and we may have to incur significant expenditures to address the additional operational and control requirements of this growth.

We may also experience rapid growth in our headcount and operations, which may place significant demands on our management and operational and financial infrastructure. If we do not effectively manage our growth, the quality of our products and services could suffer, which could negatively affect our brand image and operating results. To effectively manage this growth, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. These systems enhancements and improvements will require significant capital expenditures and allocation of valuable management resources. If the improvements are not implemented successfully, our ability to manage our growth will be impaired and we may have to make significant additional expenditures to address these issues. Our failure to manage growth effectively could have a material adverse effect on our business, results of operations and financial condition.

Our business prospects depend on our ability to develop a strong brand image and identity.

We believe that the creation of a brand identity will significantly contribute to the success of our business. We also believe that maintaining and enhancing the “Foldera” brand are critical to expanding our base of members. Maintaining and enhancing the brand may require us to make substantial investments and these investments may not be successful. If we are unsuccessful in our efforts to initially obtain, then promote and maintain the “Foldera” brand, or if we incur excessive expenses in this effort, our business, operating results and financial condition may be materially and adversely affected. We anticipate that, as the web-based market for collaborative systems becomes increasingly competitive, initiating, maintaining and enhancing our brand may become increasingly difficult and expensive. Initiating, then maintaining and enhancing our brand will depend largely on our ability to be a technology leader and to continue to provide high quality products and services, which we may not do successfully. To date, we have not engaged in any direct brand promotion activities and this enhances the risk that we may not be able to successfully implement brand enhancement efforts in the future.

We intend to outsource critical billing functions to a third-party provider and, if this is not successfully accomplished, our operations could be disrupted.

We intend to sell our members additional features and services at a nominal charge. We intend to enter into an arrangement to outsource our worldwide billing and collection functions to Verisign, a third-party service provider, and we are currently in the process of implementing this arrangement; however, there can be no assurance that the arrangement will be successfully completed and implemented.

If we do not successfully implement this project, our business, reputation and operating results could be harmed because we have no experience managing and implementing this type of large-scale, cross-functional, international infrastructure project. We also may not be able to integrate our systems and processes with those of the third-party service provider on a timely basis, or at all. Even if this integration is completed on a timely basis, the service provider may not perform to agreed upon service levels. Failure of the service provider to perform satisfactorily could result in customer dissatisfaction, disrupt our operations and adversely affect operating results. If we need to find an alternative source for performing these functions, we may have to expend significant resources to accomplish this which could have a material adverse affect on our operating results.

Our intellectual property rights are valuable and any inability to protect them could reduce the value of our products, services and brand.

Our trademarks, trade secrets, copyrights and other intellectual property rights are important assets of the Company. We also have a patent pending for a method and system for collaboration. We cannot assure you that our patent application will result in any patent being issued or, if issued, that any patent claims will be of sufficient scope or strength to provide any meaningful protection or any competitive advantage to us. There can be no assurance that these protections will be adequate to prevent our competitors from misappropriating our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. There are events that are outside of our control that could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed or made available through the internet. Also, the efforts we have undertaken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to successfully compete. Additionally, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.

We may be subject to intellectual property rights claims in the future, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies in the future.

Companies in the internet, technology and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims increases. Our technologies may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our products and services to others and may require that we procure substitute products or services for these members.

With respect to any intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and may be unable to compete effectively. Any of these results could harm our brand and operating results.

Expansion into international markets is potentially important to achieving our long-term financial and operational goals and we do not have experience operating in foreign jurisdictions.

Expansion into international markets requires management attention and resources. In addition, we face the following risks associated with our potential expansion outside the United States:

·	Challenges caused by distance, language and cultural differences

·	Longer payment cycles in some countries

·	Credit risk and higher levels of payment fraud

·	Legal and regulatory restrictions

·	Currency exchange rate fluctuations

·	Foreign exchange controls that might prevent us from repatriating cash earned in countries outside the United States

·	Political and economic instability and export restrictions

·	Potentially adverse tax consequences

·	Higher costs associated with doing business internationally

These risks could harm our international expansion efforts, which could adversely affect our business prospects and operating results.

If Google, our provider for integrated search, fails to detect click-through fraud, they could lose the confidence of their advertisers, thereby causing our business to suffer.

We are exposed to the risk of fraudulent clicks on ads by persons seeking to increase the advertising fees paid to Google Network members. Google has refunded revenue that their advertisers have paid to them and that was later attributed to click-through fraud and we anticipate they will continue to do so in the future.

Click-through fraud occurs when a person clicks on a Google AdWord ad displayed on a web site in order to generate the revenue share payment to the Google Network member rather than to view the underlying content. If Google is unable to stop this fraudulent activity, these refunds may increase. If Google finds new evidence of past fraudulent clicks, they may have to issue refunds retroactively of amounts previously paid to Google Network members. This could negatively affect our profitability and these types of fraudulent activities could hurt our brand. If fraudulent clicks are not detected, the affected advertisers may experience a reduced return on their investment in Google’s programs because the fraudulent clicks will not lead to potential revenue for the advertisers. This could lead the advertisers to become dissatisfied with Google’s advertising programs, which could lead to loss of advertisers and revenue.

We may not be able to retain our key personnel who we need to succeed and new qualified personnel may be extremely difficult to attract.

We believe that our continued success will depend to a significant extent upon the efforts and abilities of Richard Lusk, our Chief Executive Officer and certain key employees and consultants including, Reid Dabney, Daniel O’Shea, J.P. Poveda and Oliver Starr. Our failure to retain Messrs. Lusk, Dabney, O’Shea, Poveda and Starr in particular, or to attract and retain additional qualified personnel, could adversely affect our business, financial condition and results of operations. We do not currently carry key-man life insurance on any of our officers.

To manage the expected growth of our operations, we will be required to improve existing or implement new operational and financial systems and procedures and to expand, train and mange our employee base. We will also need to expand our finance, administrative and operations staff. Further, we may be required to enter into relationships with various strategic partners and other third parties necessary to our business. There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that our management will be able to identify, manage and exploit existing, planned and potential strategic relationships and market opportunities.

We may have difficulty scaling and adapting our infrastructure to accommodate increased traffic and technology advances or changing business requirements, which could lead to the loss of members and cause us to incur expenses to implement infrastructure changes.

To be successful, our network infrastructure has to perform well and be reliable. The greater the user traffic and the greater the complexity of our products and services, the more computing power we will need. We expect to spend substantial amounts to purchase and/or lease data centers and equipment and to upgrade our technology and network infrastructure to handle traffic and to roll out new products and services. If this expansion is not successfully implemented, or if we experience inefficiencies and operational failures during the implementation, the quality of our products and services and our users’ experience could decline. Resulting cost increases, loss of traffic and/or failure to accommodate new technologies or changing business requirements could have a material adverse affect on our operating results and financial condition.

We rely on bandwidth providers, data centers and other third parties for key elements of providing users with our products and services and any failure or interruption in the services and products provided by these third parties could harm our ability to operate our business and damage our reputation.

We rely on third-party vendors, including data center and bandwidth providers. Any disruption in the network access or co-location services provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could adversely impact our business. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could negatively impact our relationship with users and adversely affect our business operations and could expose us to liabilities to third parties.

Our systems are also heavily reliant on the availability of electricity, which also comes from third-party providers.

Interruption or failure of our information technology and communications systems could impair our ability to effectively provide our products and services. Any damage to or failure of our systems could result in interruptions in service. Interruptions in service could reduce our revenues and profits, and our brand could be damaged. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks and similar events. Our data center is located in an area with a high risk of major earthquakes. Our data center is also subject to break-ins, sabotage and intentional acts of vandalism and to potential disruptions if the operators of these facilities have financial difficulties. Some of our systems are not fully redundant and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice or other unanticipated problems at our data centers could result in lengthy interruptions in our service.

More individuals are using non-PC devices to access the internet and versions of our messaging and collaboration technology developed for these devices may not be widely adopted by users of these devices.

The number of people who access the internet through devices other than personal computers, including mobile telephones, hand-held calendaring and email assistants and television set-top devices, has increased dramatically in the past few years. The lower resolution, functionality and memory associated with alternative devices make the use of our products and services through such devices difficult. If we are unable to attract and retain a substantial number of alternative device users to our messaging and collaboration services or if we are slow to develop products and technologies that are more compatible with non-PC communications devices, we may fail to capture a significant share of an increasingly important portion of the market for online services.

We may utilize insurance to mitigate certain risks and, to the extent the cost of insurance increases and/or changes in coverage occur, our operating results may be negatively affected.

We may utilize insurance to cover certain potential risks and liabilities. In the current environment, insurance companies are increasingly specific about what they will and will not insure. It is possible that we may not be able to secure sufficient insurance to meet our needs, may have to pay higher than anticipated prices for the coverage or we may not be able to acquire any insurance for certain types of business risk. Additionally, we may elect to decline insurance coverage in certain instances and this could leave us exposed to potential claims. If we were found liable for a significant claim in the future, our operating results could be negatively impacted.

Our business depends on increasing use of the internet by users searching for information and advertisers marketing products and services.

Our future success is partially dependent on the continued growth and maintenance of the internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable internet services. Internet infrastructure may be unable to support the demands placed on it if the number of internet users continues to increase or if existing or future internet users access the internet more often or increase their bandwidth requirements. In addition, viruses, worms and similar programs may harm the performance of the internet. The internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of internet usage as well as our ability to provide our products and services.

RISKS RELATED TO OWNERSHIP OF OUR SECURITIES

Since our shares are thinly traded and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, you may have difficulty reselling your shares of our common stock.

Our common stock is quoted on the OTC Bulletin Board and is thinly traded. In the past, our trading price has fluctuated as the result of many factors that may have little to do with our operations or business prospects. In addition, the OTC Bulletin Board is not an exchange and, because trading of the securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on an exchange or the Nasdaq Stock Market, Inc., you may have difficulty reselling any of our common shares.

We do not anticipate paying any cash dividends in the foreseeable future, which may reduce your return on an investment in our common stock.

We plan to use all of our earnings, to the extent we have earnings, to fund our operations. We do not plan to pay any cash dividends in the foreseeable future. We cannot guarantee that we will, at any time, generate sufficient surplus cash that would be available for distribution as a dividend to the holders of our common stock. Therefore, any return on your investment would derive from an increase in the price of our stock, which may or may not occur.

Substantial future sales of our common stock in the public market may depress our stock price.

We have 25,118,330 shares of common stock outstanding as of March 30, 2006. Although only 1,425,000 shares are freely tradable without restriction or further registration under the federal securities laws, subject in some cases to volume and other limitations, we have obligations to register certain common shares and we would expect that 8,655,366 shares would be freely tradable when our registration statement becomes effective.

If our stockholders sell substantial amounts of common stock in the public market, or the market perceives that such sales may occur, the market price of our common stock could fall. The sale of a large number of shares could impair our ability to raise needed capital by depressing the price at which we could sell our common stock.

We are controlled by our principal stockholders, executive officers and directors, and as a result, the trading price for our shares may be depressed and these stockholders can take actions that may be adverse to your interests.

Our principal stockholders, executive officers and directors, in the aggregate, beneficially own approximately 59.5% of our common stock, including warrants and options held by each principal stockholder, executive officer and director that are exercisable within 60 days of March 30, 2006. These stockholders, acting together, will have the ability to exert substantial influence over all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets. In addition, they could dictate the management of our business and affairs. This concentration of ownership could have the affect of delaying, deferring or preventing a change in control, or impeding a merger or consolidation, takeover or other business combination that could be favorable to you. This significant concentration of share ownership may also adversely affect the trading price for our common stock because investors may perceive disadvantages in owning stock in companies with controlling stockholders.

We are subject to the penny stock rules. These rules may adversely affect trading in our common stock.

Our common stock is a "low-priced" security under the "penny stock" rules promulgated under the Securities Exchange Act of 1934. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities.

Stockholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

Unreliability of Projections.

Our financial and other projections are based on assumptions as to future events and conditions that we believe to be reasonable but that are inherently uncertain and unpredictable. Our assumptions have not been reviewed by an independent party and are subject to significant economic and competitive uncertainties and contingencies beyond our control as well as future business decisions that are subject to change. Accordingly, there can be no assurance that the actual results will meet the projections. It is likely that the actual results will vary, perhaps materially, from the projections. Potential investors should consider the forecasts in light of underlying assumptions to reach their own conclusions as to the reasonableness of those assumptions and to evaluate the projections on the basis of that analysis. We make no representation or warranty as to the accuracy or completeness of the projections.

Forward-Looking Statements.

Statements contained herein that are not based on historical fact, including without limitation statements containing the words “believes,” “may,” will,” “estimate,” “continue,” “anticipates,” “intends,” “expects” and words of similar import, constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among others, the following: the Company’s limited operating history; uncertain market acceptance of the Company’s products and services; technology changes; competition; changes in the Company’s business strategy or development plans; the ability of the Company to attract substantial additional capital; the ability to attract and retain qualified personnel; liability and other claims asserted against the Company; and other factors referenced in the Risk Factors and elsewhere in this memorandum. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

Item 7. Financial Statements

Our Financial Statements, including the Notes thereto, together with the report of independent auditors thereon are presented as a separate section of this Form 8-K/A, and the following are attached hereto beginning on Page F-1:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2005

Statement of Operations for fiscal years ended December 31, 2005 and 2004 and from inception

Statement of Cash Flows for fiscal years ended December 31, 2005 and 2004 and from inception

Statement of Stockholders' Equity (Deficit) for period from inception to December 31, 2005

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

Taskport Inc.

Huntington Beach, California.

We have audited the accompanying balance sheet of Taskport, Inc. as of December 31, 2005, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2005 and 2004 and for the period from December 3, 2001 (inception) to December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Taskport Inc. as of December 31, 2005, and the results of its operations and its cash flows for the years ended December 31, 2005 and 2004 and for the period from December 3, 2001 (inception) to December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Kabani & Company, Inc.

Certified Public Accountants

Los Angeles, California.

March 15, 2006

F-1

TASKPORT, INC.

(A Development Stage Company)

Balance Sheet

As of December 31, 2005

ASSETS

CURRENT ASSETS:
Cash & cash equivalents	$	4,826,045
Prepaid expenses and other current assets		56,835
TOTAL CURRENT ASSETS		4,882,880

PROPERTY AND EQUIPMENT		793,745

SECURITY DEPOSIT		31,823

CERTICIATE OF DEPOSIT		64,434

TOTAL ASSETS	$	5,772,882

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses, payroll and taxes	$	455,182
Loans from related party		2,000
Current portion of capital lease obligations		92,566
TOTAL CURRENT LIABILITIES		549,748

CAPITAL LEASE OBLIGATIONS		115,047

TOTAL LIABILITIES		664,795

STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value, 100,000,000 shares authorized, 21,821,428 shares issued and outstanding		2,182
Additional paid in capital		13,967,683
Deficit accumulated during development stage		(8,861,778	)
TOTAL STOCKHOLDERS’ EQUITY		5,108,087

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	5,772,882

The accompanying notes are an integral part of the financial statements

F-2

TASKPORT, INC.

(A Development Stage Company)

Statements of Operations

	For the Years Ended December 31,							Cumulative from December 3, 2001 (inception) to
		2005			2004			2005

NET SALES	$	—		$	—		$	—

OPERATING EXPENSES
General and administrative		3,023,096			2,589,843			8,798,504

OPERATING LOSS		(3,023,096	)		(2,589,843	)		(8,798,504	)

OTHER INCOME/EXPENSE
Loss on settlement of debt		64,022			—			64,022
other expenses		—			1,396			4,492
Interest (income) expense		(5,240	)		—			(5,240	)
TOTAL OTHER (INCOME) EXPENSE		58,782			1,396			63,274

NET LOSS	$	(3,081,878	)	$	(2,591,239	)	$	(8,861,778	)

LOSS PER SHARE – BASIC AND DILUTED	$	(0.19	)	$	(0.19	)	$	(0.69	)

BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		16,272,888			13,920,559			12,898,151

Weighted average number of shares for dilutive securities has not been taken since the effect of dilutive securities is anti-dilutive

The accompanying notes are an integral part of the financial statements

F-3

TASKPORT, INC.

(A Development Stage Company)

Statements of Cash Flows

	For the Years Ended December 31,							Cumulative from December 3, 2001 (inception) to
		2005			2004			December 31, 2005

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,081,878	)	$	(2,591,239	)	$	(8,861,778	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		115,873			8,954			134,932
Loss on settlement of debt		64,022			—			64,022
Write off of property & equipment		9,533			—			9,533
Shares issued for compensation		421,029			782,418			2,176,671
Shares issued for services		568,180			855,806			2,027,508
Shares issued for acquisition of software		—			—			625,000
Shares to be issued		(11,151	)		11,151			—
Changes in assets and liabilities:
Prepaid expenses and other current assets		(56,835	)		2,050			(56,835	)
Deposits		(96,257	)		—			(96,257	)
Accounts payable, accrued expenses and other liabilities		87,851			118,740			333,719
Total adjustments		1,102,245			1,779,119			5,218,292

NET CASH USED IN OPERATING ACTIVITIES		(1,979,633	)		(812,120	)		(3,643,486	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures – Fixed assets		(517,309	)		—			(568,741	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts from issuance of shares for cash		7,414,905			821,600			9,140,686
Loan to related parties		—			—			(1,016	)
Receipts from related parties		—			3,016			3016
Payments for lease equipments		(102,518	)		(1,896	)		(104,414	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		7,312,387			822,720			9,038,272

NET INCREASE IN CASH & CASH EQUIVALENTS		4,815,445			10,600			4,826,045

CASH & CASH EQUIVALENTS BEGINNING OF – PERIOD		10,600			—			—

CASH & CASH EQUIVALENTS – END OF PERIOD	$	4,826,045		$	10,600		$	4,826,045

The accompanying notes are an integral part of the financial statements

F-4

Taskport Inc.

(A Development Stage Company)

Statement of Stockholder’s Equity (Deficit)

For the Period from December 3, 2001 (inception) to December 31, 2005

	Common stock					Additional		Shares			Deficit accumulated during			Total
		Shares		Amount		paid in capital		to be issued			the development stage			stockholder’s equity/(deficit)

Balance at inception (December 3, 2001)		—	$	—	$	—	$	—		$	—		$	—

Issuance of founder’s share		10,120,000		1,012		—		—			—			1,012
Issuance of shares for cash		349,544		35		349,509		—			—			349,544
Issuance of shares for acquisition of software		625,000		63		624,938		—			(625,000	)		—
Net loss		—		—		—		—			(32,120	)		(32,120	)

Balance at December 31, 2001		11,094,544		1,109		974,447		—			(657,120	)		318,436

Issuance of shares for cash		714,347		71		714,276		—			—			714,347
Issuance of shares for compensation		250,000		25		249,975		—			—			250,000
Shares to be issued		—		—		—		101,212			—			101,212
Net loss		—		—		—		—			(1,397,155	)		(1,397,155	)

Balance at December 31, 2002		12,058,891		1,206		1,938,697		101,212			(2,054,275	)		(13,160	)

Issuance of shares for cash		403,950		40		403,910		—			—			403,950
Issuance of shares for compensation		723,224		72		723,152		(101,212	)		—			622,012
Issuance of shares for services		38,850		4		38,846		—			—			38,850
Net loss		—		—		—		—			(1,134,387	)		(1,134,387	)

Balance at December 31, 2003		13,224,915		1,322		3,104,605		—			(3,188,662	)		(82,735	)

Issuance of shares for cash		821,600		82		821,518		—			—			821,600
Issuance of shares for compensation		782,418		78		782,340		—			—			782,418
Issuance of shares for services		855,806		86		855,720		—			—			855,806
Shares to be issued		—		—		—		11,151			—			11,151
Net loss		—		—		—		—			(2,591,238	)		(2,591,238	)

Balance at December 31, 2004		15,684,739		1,568		5,564,183		11,151			(5,779,900	)		(202,998	)

Issuance of shares for cash		5,637,460		564		7,414,341		—			—			7,414,905
Issuance of shares for compensation		421,029		42		420,987		—			—			421,029
Issuance of shares for services		78,200		7.8		153,192		—			—			153,200
Issuance of warrants for legal expenses		—		—		414,980		—			—			414,980
Reduction of accrual relating to shares to be issued		—		—		—		(11,151	)		—			(11,151	)
Net loss		—		—		—		—			(3,081,878	)		(3,081,878	)

Balance at December 31, 2005		21,821,428	$	2,182	$	13,967,683	$	—		$	(8,861,778	)	$	5,108,087

The accompanying notes are an integral part of these financial statements

F-5

TASKPORT, INC.

(A Development Stage Company)

Balance Sheet

As of December 31, 2005

ASSETS

CURRENT ASSETS		4,882,880
FIXED ASSETS		793,745
OTHER ASSETS		96,257

TOTAL ASSETS	$	5,772,882

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES		549,748
OTHER LIABILITIES		115,047
TOTAL LIABILITIES		664,795

STOCKHOLDERS’ EQUITY:
Common stock		2,182
Additional paid in capital		13,967,683
Deficit accumulated during development stage		(8,861,778	)
TOTAL STOCKHOLDERS’ EQUITY		5,108,087

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	5,772,882

The accompanying notes are an integral part of the financial statements

F-6

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Taskport, Inc., a California Corporation, was incorporated in 2001 to develop a proprietary, web-based software system that enables users to work collaboratively in a highly organized fashion within a shared electronic workspace. The Company’s product offers an integrated suite of messaging/collaboration management applications that was designed from the ground up to enable users and small businesses to more effectively organize and manage their collaborative efforts.

The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” The Company is devoting substantially all of its present efforts to establishing its new business, and its planned principal operations have not yet commenced. All losses accumulated since inception has been considered as part of the Company’s development stage activities.

On February 13, 2006, the Company entered into a merger agreement with a public shell whereby, the shell Company issued 22,828,430 shares to acquire 100% of the Company’s stock. As a result of the merger, the stockholders of Taskport will own approximately 92% of the combined entity. Accordingly, the merger will be accounted for as a reverse acquisition of the public shell by Taskport and would result in a recapitalization of Taskport in a manner similar to the pooling of interest method. No pro forma financial information is disclosed as the amounts involved are immaterial. Concurrent with the merger, the name of the Company was changed to Foldera, Inc.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectibility is reasonably assured. Taskport anticipates generating revenue from two primary sources: the up-selling of Premium Services; and, Paid Search.

Taskport anticipates deriving Premium Service revenue from the sale of extra data storage, vanity email, domain hosting, custom branding and technical support and will be recorded when the service has been provided to our client or, in the case of extra storage, on an accrual basis, after monthly fees have been billed to clients.

Another anticipated revenue source is Paid Search. Taskport anticipates that each time a Taskport member uses the Company’s embedded search box and clicks on an ad of an advertiser in the search network revenue will be recognized. The Revenue will be recognized on a daily basis, based upon reported revenue from the selected search company.

F-7

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income (loss). A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Advertising

The Company expenses advertising costs as incurred.

Property & Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of five to ten years.

Depreciation and Amortization

Property and equipment are being depreciated on the straight-line basis over the following estimated useful lives:

Machinery & equipment	2-5 years
Leasehold improvements	10 years
Furniture & fixture	7 years

Included in property and equipment is approximately $281,590 of assets, which are leased under non-cancelable leases, and accounted for as capital leases, which expire through May 2008. The accumulated amortization included in the property and equipment for these leases is approximately $63,337.

Depreciation and amortization expense for the years ended December 31, 2005 and 2004 was $115,873 and $8,954, respectively.

The Company capitalizes expenditures that materially increase asset lives and charges ordinary repairs and maintenance to operations as incurred. When assets are sold or otherwise disposed of, the cost and related depreciation or amortization is removed from the accounts and any resulting gain or loss is included in other income (expense) in the accompanying statements of operations.

Property and equipment consist of the following at December 31, 2005:

Computer & equipment	$	789,744
Furniture & fixture		135,894
Accumulated depreciation		(131,893	)
	$	793,745

F-8

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

Long-lived assets

Effective October 23, 2004, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

Fair value of financial instruments

Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Basic and diluted net loss per share

Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Stock-based compensation

The Company has adopted the disclosure provisions only of SFAS 123 and continues to account for stock based compensation using the intrinsic value method prescribed in accordance with the provisions of APB No. 25, Accounting for Stock Issued to Employees, and related interpretations. Common stock issued to employees for compensation is accounted for based on the market price of the underlying stock.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 (“EITF 96-18”), “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services.” Common stock issued to non-employees in exchange for services is accounted for based on the fair value of the services received.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock Based Compensation-Transition and Disclosure.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used, on reported results.

F-9

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

Recent Pronouncements

In December 2004, the FASB issued FASB Statement No. 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123” (“FAS No. 123R”). FAS No. 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. FAS No. 123R is effective beginning in the Company’s first quarter of fiscal 2006. The Company believes that the adoption of this standard will have no material impact on its financial statements.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement applies to all voluntary changes in accounting principle and requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between “retrospective application” of an accounting principle and the “restatement” of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We are evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements (“EITF 05-6”). EITF 05-6 provides guidance on determining the amortization period for leasehold improvements acquired in a business combination or acquired subsequent to lease inception. The guidance in EITF 05-6 will be applied prospectively and is effective for periods beginning after June 29, 2005. EITF 05-6 is not expected to have a material effect on the Company’s consolidated financial position or results of operations.

1.	Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

2.	Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

F-10

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

3.	Permits an entity to choose ‘Amortization method’ or Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities:

5.	Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

3. ACCRUED EXPENSES

Following is the detail of accrued expense as of December 31, 2005.

Accrued vacation	$	223,170
Legal and accounting		114,950
Fixed assets		110,607
Professional services		3,043
Other		3,412
	$	455,182

4. RELATED PARTY TRANSACTION

The Company has $2,000 loan due to related party having common ownership interest as of December 31, 2005.

The amount due to related party is unsecured, non-interest bearing and due on demand.

In December 2001, the Company issued 625,000 shares to a company owned by the Company’s principal shareholder in connection with the purchase of certain computer software. The transaction has been recorded as a deemed dividend of $625,000, which is the fair value of the shares issued based on the shares issued on dates close to the transaction date. The software has been recorded at the related party’s basis, which was zero.

Since June 1, 2005, Exteriorarts loaned a total of $102,300 to Taskport which has been repaid by June 30, 2005.

Richard Lusk and/or Exteriorarts signed the lease of the facility Taskport formerly occupied and various leases for computer equipment used by Taskport.

In March, 2004, Taskport entered into a consulting agreement with Jnan Dash, Taskport’s Chief Technology Evangelist, pursuant to which Taskport agreed to pay him a fee of $10,000 per month commencing upon receipt by Taskport of at least $3,000,000 of financing, and further agreed to issue to him 50,000 shares of common stock upon commencement, an additional 75,000 shares upon Taskport’s receipt of at least $3,000,000 of financing, and up to an additional 175,000 shares in increments upon achievement by Taskport of certain milestones pertaining to the successful beta launch of Taskport’s service, the successful production launch of the Taskport service and the receipt of subscriptions from 1,000,000 users of the Taskport service. The agreement may be terminated at any time by either party.

The Company has successfully raised over $3,000,000 as of October 10, 2005 which triggered the issuance of 75,000 shares to Jnan Dash.

F-11

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

The Company also successfully launched its beta service in January 2006 which triggered the issuance of 50,000 shares to Jnan Dash.

In March, 2005, Taskport entered into an engagement agreement with CFO 911 pursuant to which CFO 911 agreed to provide services to Taskport including assistance in completing Taskport’s business plan and performing due diligence on Taskport’s financial projections for reasonableness and accuracy from a financial investor’s perspective. The Company agreed to pay CFO 911 a total of $10,000 for these services. The Company may engage CFO 911 to perform other services, including assistance in connection with a proposed reverse merger with a company whose shares trade on the OTC Bulletin Board, for which CFO 911 will be compensated in cash and/or up to 75,000 shares of Taskport’s common stock. Taskport’s Chief Financial Officer, is associated with CFO 911, and is the brother of an associate of Brookstreet Securities Corporation, the managing dealer of a two private placement by Taskport.

The Company has entered into reverse merger transaction which was approved by the majority of the Company’s shareholders on February 13, 2006. This event triggers the issuance of 75,000 share of common stock to CFO 911.

We entered into an indemnification agreement with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Nevada law.

5. STOCKHOLDER’S EQUITY

During the first five months of 2005, Taskport sold 181,475 shares to a total of 20 investors. These shares have been recorded as per the terms of the offer.

In February 2005, Taskport issued a total of 62,500 shares to Richard Lusk, a director and chief executive officer of Taskport, as compensation in lieu of cash for his services. These shares have been recorded at fair value, which is based on the price of shares issued close to the date of services rendered.

In the first five months of, 2005, Taskport issued a total of 237,510 shares to Exteriorarts, Inc., a corporation controlled by Richard Lusk, in consideration for funds advanced to Taskport or paid to Taskport’s creditors on behalf of Taskport. The shares have been recorded at fair value, which is based on the price of shares issued close to the date of this transaction.

In the first five months of 2005, Taskport issued a total of 436,730 shares to certain officers, employees and consultants against compensation and services rendered. These shares have been recorded at fair value, which is based on the price of shares issued close to the date of services rendered.

From June 2005 through December 31, 2005, Taskport sold a total of 5,218,475 shares of its common stock in two separate private placements offering in which Brookstreet Securities Corporation acted as managing dealer. The Company paid $1,151,415 in commission to the placement agent.

F-12

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

Warrants outstanding:

In May 2005, Taskport issued to the law firm of St. George and Carnegie, warrants to purchase an aggregate of 512,320 shares of common stock at an exercise price of $.25 per share. No warrants have been exercised as of the date of this report.

In June 2005, Taskport issued to the law firm of Day & Campbell, LLP warrants to purchase 10,000 shares of common stock at an exercise price of $1.00 per share. No warrants have been exercised as of the date of this report.

			Number of Warrants
Outstanding at December 31, 2004			—
Granted			522,320
Exercised			—
Outstanding at December 31, 2005			522,320

Following is a summary of the status of warrants outstanding at December 31, 2005:

Outstanding Warrants				Exercisable Warrants
	Exercise Price	Number	Average Remaining Contractual Life		Average Exercise Price	Number		Average Exercise Price
$	0.25	512,320	4.5	$	0.25	512,320	$	0.25
$	1.00	10,000	4.5	$	1.00	10,000	$	1.00

The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model are as follows:

Risk-free interest rate	6.5	%
Expected life of the warrants	5 years
Expected volatility	0.001	%
Expected dividend yield	0	%

6. INCOME TAXES

Through December 31, 2005, the Company incurred net operating losses for tax purposes of approximately $8,862,000. The net operating loss carry forward for federal and state purposes may be used to reduce taxable income through the year 2025. Net operating loss carry forward for the State of California is generally available to reduce taxable income through the year 2010. The availability of the Company’s net operating loss carry forward is subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the state minimum tax imposed on corporations.

The gross deferred tax asset balance as of December 31, 2005 is $3,545,000. A 100% valuation allowance has been established against the deferred tax assets, as the utilization of the loss carry forward cannot reasonably be assured. Components of deferred tax asset at December 31, 2005 are as follows:

Net operating loss	$	3,545,000
Less Valuation allowance		(3,545,000	)
	$	—

F-13

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statements of Operations:

Tax expense (credit) at statutory rate-federal	(34)	%
State tax expense net of federal tax	(6)	%
Changes in valuation allowance	40	%
Tax expense at actual rate	—

7. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as defined under the Financial Accounting Standard No. 95.

The Company paid $0 income tax and $16,109 interest during the period ended December 31, 2005.

Cash flow excludes the effect of $110,607 of fixed assets accrued as of December 31, 2005.

8. BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the years ended December 31, 2005 and December 31, 2004 were determined by dividing the net gain (loss) for the periods by the weighted average number of both basic and diluted shares of common stock. The Company did not have dilutive securities at December 31, 2005 or December 31, 2004.

9. COMMITMENTS

(a) Merger

On February 13, 2006, the Company entered into a merger agreement with a public shell whereby, the shell Company issued 22,828,430 shares to acquire 100% of the Company’s stock. As a result of the merger, the stockholders of Taskport will own approximately 92% of the combined entity. Accordingly, the merger will be accounted for as reverse acquisition of the public shell by Taskport and would result in a recapitalization of Taskport in a manner similar to the pooling of interest method. No pro forma financial information is disclosed as the amounts involved are immaterial. Concurrent with the merger, the name of the Company was changed to Foldera, Inc.

(b) SAVVIS Communications:

On December 28, 2004 the Company entered into a collocation agreement with Savvis. SAVVIS Communications (NASDAQ: SVVS) is a global IT utility services provider. With an IT services platform that extends to 47 countries, SAVVIS leads the industry in delivering secure, reliable, and scalable hosting, network and application services.

Under the terms of this agreement, Savvis will provide collocation facilities, cage space, bandwidth, power, backup power and security. The term of the agreement shall continue until the expiration of the last expiring service term.

F-14

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

The Company leased approximately 2,500 square feet of office space in Newport Beach, California to house its administrative, marketing, system development and technical support operations. The Company paid approximately $2,600 per month in rent under this lease, which expired in September 2005.

On September 15, 2005 the Company entered into a lease agreement to lease 15,154 square feet of office space in Huntington Beach, California to house its administrative, marketing, system development and technical support operations. The Company pays approximately $28,793 per month in rent under this lease, which expires in September 2010.

According to the terms of the agreement, the Company provided $63,646.80 of secured certificate of deposit to the landlord. The secured certificate of deposit will be credited to the Company at the beginning of month 37 of the lease term against the then scheduled base rent due landlord.

(d) Equipment Leases:

As of December 31, 2005, the Company had entered into capital leases with five vendors for the financing of computer equipment. The Company pays approximately $9,004 per month under these leases, the last of which expires in March of 2008. As of December 31, 2004 the Company had capital leases with one vendor for the financing of computer equipment and paid approximately $700 per month under these leases.

Total minimum lease payments under the above leases are as follows:

		Capital Leases		Operating Leases		Total
2006	$	112,111	$	345,516	$	457,627
2007		97,584		345,516		443,100
2008		16,466		345,516		361,982
2009		—		345,516		345,516
20010		—		345,516		345,516
Thereafter		—		230,344		230,344
	$	226,161	$	1,957,924	$	2,184,085
Less: Amount representing interest		18,548
Present value of minimum lease payments		207613
Less: Current portion		92,566
	$	115,047

(e) Consulting agreement:

On March 24, 2004, the Company entered into an agreement with its Chief Technology Officer. As part of this service agreement, the CTO was also responsible for assisting in the closing of certain financings.

As of December 31, 2004, the Company had issued 50,000 shares upon the commencement of the term of service and 50,000 shares upon the launch of the Company’s group collaboration product.

As of December 31, 2005 the Company issued 75,000 shares upon the closing of Taskport’s first round of financing at $2 per share. These shares have been recorded at fair value which is based on the price of shares issued close to the date of services rendered.

F-15

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

The Company also made payment of $10,000 per month from September to December 2005 upon the successful closing of first round of financing.

The term of the service agreement began on April 1, 2004 and was for a term of ninety (90) days, with automatic monthly renewals.

10. LOSS ON SETTLEMENT OF DEBT

In May 2005, Taskport issued to the law firm of St. George and Carnegie, warrants to purchase an aggregate of 112,320 shares of common stock at an exercise price of $.25 per share. The warrants were issued as part of an agreement to bill Taskport on discounted rates and to settle a total discount of $$28,080. The Company recorded a loss of $64,022 under this agreement.

11. SUBSEQUENT EVENTS

Merger

On February 13, 2006, the Company entered into a merger agreement with a public shell whereby, the shell Company issued 22,828,430 shares to acquire 100% of the Company’s stock. As a result of the merger, the stockholders of Taskport will own approximately 92% of the combined entity. Accordingly, the merger will be accounted for as reverse acquisition of the public shell by Taskport and would result in a recapitalization of Taskport in a manner similar to the pooling of interest method. No pro forma financial information is disclosed as the amounts involved are immaterial. Concurrent with the merger, the name of the Company was changed to Foldera, Inc.

In the fourth quarter of 2005 and early 2006, the Company raised $8,504,750, net of offering costs of $1,132,844, through the sale of 4,252,375 shares of its common stock to accredited investors in a private placement offering.

Consulting Agreements

The Company has successfully raised over $3,000,000 as of October 10, 2005 which triggered the issuance of 75,000 shares to Jnan Dash.

The Company also successfully launched its beta service in January 2006 which triggered the issuance of 50,000 shares to Jnan Dash.

F-16

TASKPORT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

Stock Option Plan

In May 2005 the Board of Directors of Taskport adopted and approved the 2005 Stock Option Plan (the “Plan”) which authorized the issuance of up to 3,000,000 shares under the Plan.

In February 2006 options to purchase 2,225,000 shares of common stock were granted under the Plan and 775,000 shares were available for future option grants. No options have been exercised as of the date of this report.

Equity Issuance

In January 2006 the Company issued 815,250 shares of its common stock at $2 per share as part of its second private placement offer. The Company paid $223,584 in commission to the placement agent.

In February 2006 the Company issued 266,750 shares of its common stock at $2 per share as part of its second private placement offer. The Company paid $64,514 in commission to the placement agent.

Following the closing of its second private placement offering in February 2006, Taskport issued warrants to the managing dealer to purchase 307,215 shares of Taskport common stock at a price of $1.00 per share and 637,856 shares of Taskport common stock at a price of $2.00 per share.

In February 2006, Foldera (name changed from Taskport Inc. to Foldera Inc. after reverse merger in February 2006) issued to the investor relations firm of Trilogy Capital Partners warrants to purchase an aggregate of 725,000 shares of common stock at an exercise price of $2.00 per share and Foldera issued to the investor relations firm of Equity Performance Group warrants to purchase an aggregate of 30,000 shares of common stock at an exercise price of $2.00 per share. UNAUDITED

F-17

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with our accountants on accounting or financial disclosure for the year ended December 31, 2005.

Item 8/A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The evaluation of our disclosure controls and procedures and internal controls included a review of their objectives and processes, implementation and effect on the information generated for use in this report. In the course of this evaluation, we sought to identify any significant deficiencies or material weaknesses in our controls, and whether we had identified any acts of fraud involving personnel who have a significant role in our internal controls, and to confirm that any necessary corrective action, including process improvements, were being undertaken. The overall goals of these evaluation activities are to monitor our disclosure and internal controls and to make modifications as necessary. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.

Changes in Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date their evaluation. There were no significant deficiencies or material weaknesses and, therefore, no corrective actions were taken.

However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, have been detected.

ITEM 8B. OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our Bylaws provide that the Board of Directors is to be composed of no less than one (1) director with the Board able to set the exact number of directors by majority vote. The exact number of directors is currently set at two by resolution of the Board. The directors are elected or appointed to serve until the next annual meeting. The following table sets forth as of March 15, 2006, the name, age and position of the directors and the date they joined the Board of Directors:

Name	Age	Position	Director Since
Richard Lusk	51	CEO, President & Director	2001

Suyen Castellon	33	Director & Secretary	2001

Reid Dabney	54	SVP & CFO	NA

Daniel O’Shea	23	SVP & Chief Experience Officer	NA

Jean-Pierre Poveda	29	SVP & Chief Technology Officer	NA

Oliver Starr	38	SVP & Chief Mobility Officer	NA

_________________

Effective February 13, 2006, as part of the merger, all the above directors were appointed to the board of Foldera. However, this Form 8-K/A is designed to provide disclosure relating to the business of Taskport prior to the merger.

BUSINESS EXPERIENCE

Richard Lusk - Mr. Lusk became a Director the Chief Executive Officer and President of Foldera on February 13, 2006. Mr. Lusk founded Taskport in 2001 and was a director, CEO and President from inception. Mr. Lusk is responsible for the overall vision of our company, including corporate objectives, initiatives, policies, strategic business development and high-level direction of the software development effort. From January 1999 to March 2001, Mr. Lusk was cofounder of Predictive Technologies and a founding shareholder of OANDA, a currency conversion web site. OANDA has won wide acclaim as the best source for foreign exchange rates with over 13,000 customers including AOL, Travelocity, American Express, FedEx and Microsoft. Mr. Lusk has been an active angel investor and a founding partner of Platform Technologies, a New York-based software company that develops electronic trading solutions. Mr. Lusk has experience in software related mergers and acquisitions. In addition to his technology-related endeavors, Mr. Lusk has enjoyed a successful 20-year career operating high-end residential specialty construction businesses.

Suyen Castellon - Ms. Castellon became a director and secretary of Foldera on February 13, 2006. She was a director and secretary of Taskport since its inception in 2001. Prior to Taskport, Ms. Castellon was an administrative assistant to the CEO at Custom Branded Networks, from January 1996 to April 2001. Suyen Castellon is married to Richard Lusk, CEO, President and Director.

Reid Dabney - Mr. Dabney became Senior VP and CFO of Folder on February 13, 2006. Mr. Dabney was Taskport’s Chief Financial Officer since March 2005. Since July 2003, Mr. Dabney has been engaged by CFO 911 as a business and financial consultant. During the same period, Mr. Dabney also served as Vice President of National Securities, a broker-dealer firm specializing in raising equity for private operating businesses that have agreed to become a public company through a reverse merger transaction with a publicly traded shell company. From June 2002 to January 2003, Mr. Dabney was the chief financial officer of House Ear Institute in Los Angeles, California, from March 2001 to June 2002, he was senior vice president of Gerard Klauer Mattison, a New York based broker-dealer firm and from January 2000 to March 2001, he was the senior vice president of Ladenburg Thalmann, a broker-dealer firm. Mr. Dabney received a Bachelor of Arts degree from Claremont McKenna College and a Masters of Business Administration, Finance degree from the University of Pennsylvania’s Wharton School.

Daniel O’Shea - Mr. O’Shea became SVP and Chief Experience Officer of Foldera on February 13, 2006. He was Taskport’s Chief Information Architect and the Senior Engineer of GUI Development since joining Taskport in April 2001. As a founding member, Mr. O’Shea was Taskport’s first software developer. Mr. O’Shea has been an instrumental contributor to the requirements, design, architecture and implementation of the Foldera application. He has been responsible for integrating a usability engineering lifecycle into the development process to ensure that the application will meet the need of its users. Furthermore, Mr. O’Shea has played a key role in the development of corporate policy and procedure, which has made it possible to efficiently develop the Foldera application. Prior to joining Foldera, Mr. O’Shea developed expertise in Human/Computer Interaction and Application Usability Engineering from January 1999 to April 2001 as an independent technology consultant, working with clients like Mercedes Benz, as well as with a variety of small-to-medium sized businesses.

Jean-Pierre Poveda - Mr. Poveda became SVP and Chief Technology Officer of Foldera on February 13, 2006 and was Taskport’s Chief Software Architect over Core Development and Production Services since February 2002. As a founding member, and the second developer to join the product development team, Mr. Poveda played a key role in the design, architecting and implementation of the Foldera application. He has also played a central role in project management, feature development and cultivating relationships and alliances with various technology partners and business partners, as well as in the budgeting and financial planning of development and production services. Mr. Poveda has also been the primary architect of Foldera’s horizontal scaling, server architecture and works with Foldera’s patent and intellectual property counsel to protect intellectual properties. Prior to joining Taskport, Mr. Poveda had 11 years of experience in application development, technology infrastructure analysis and organizational leadership. This technical and organizational experience includes development and support for Toyota Motor Sales from January 2001 to February 2002. From January 1998 to January 2001, Mr. Poveda managed and maintained network infrastructure and designed and developed database solutions for Four Square International. Prior to that Mr. Poveda had four years of experience as a technology consultant to various medical and legal firms, numerous technical accreditations from Microsoft and Cisco and international consulting work in Mexico, Guatemala, South Africa, Malawi, Mozambique and Zambia.

Oliver Starr- Mr. Starr became SVP and Chief Mobility Officer of Foldera on February 13, 2006. From July 1, 2002 to July 1, 2005 he was the Chief Executive Officer and Chief Information Officer of Avastar, Inc, a Marketing/Distribution company. From March 2002 to July 1, 2002, he was the Chief Technology Officer of Hello, Inc. a VAR in the telecom industry. Concurrently, he is the author of MobileCrunch, a TechCrunch Network blog devoted to "Exploring Mobile 2.0", and a contributor to MobHappy.com. In addition, Oliver is an Executive in Residence with Angel Strategies, a $300 million venture capital fund.

Family Relationships

Our two directors, Richard Lusk and Suyen Castellon, are married. There are no other family relationships.

ITEM 10. Executive Compensation

Summary Compensation

The following table sets forth the compensation of our Named Executive Officers, which consist of a) all persons serving as the chief executive officer during the 2005 fiscal year b) the four most highly compensated executive officers serving as such at the end of the 2005 fiscal year, in addition to the chief executive officer.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus($)	Other Annual Compensation($)

Richard Lusk Chief Executive Officer	2005 2004 2003	$182,704 $250 $250	-0- -0-	$62,500⁽¹⁾ -0- -0-

Daniel O’Shea Senior Vice President and Chief Experience Officer	2005 2004 2003	$101,155 $57,400 $49,400	-0-	$75,762⁽²⁾ $154,174⁽⁴⁾ 75,650 ⁽⁵⁾

Jean-Pierre Poveda Senior Vice President and Chief Technology Officer	2005 2004 2003	$101,155 $57,400 $49,400		$150,508⁽³⁾ $154,174⁽⁶⁾ $75,650⁽⁷⁾

Reid Dabney⁽⁸⁾ Senior Vice President & CFO	2005 2004 2003	$11,544 NA NA

Oliver Starr ⁽⁹⁾ SVP, Chief Mobility Officer	2005 2004 2003	NA NA NA

(1)

Mr. Lusk was issued 62,500 shares of Taskport common stock, which Taskport valued at $1.00 per share, as compensation for his services from January 1 to May 31, 2005.

(2)

Mr. O’Shea was issued 75,762 shares of Taskport common stock, which Taskport valued at $1.00 per share, as compensation for his services from January 1 to May 31, 2005.

	(3)	Mr. Poveda was issued 150,508 shares of Taskport common stock, which Taskport valued at $1.00 per share, as compensation for his services from January 1 to May 31, 2005.
	(4)	Mr. O’Shea was issued 154,174 shares of Taskport stock, which Taskport valued at $1.00 per share, as compensation for his services from January 1 to December 31, 2004.
	(5)	Mr. O’Shea was issued 75,650 shares of Taskport, which Taskport valued at $1.00 per share, as compensation for his services from January 1, to December 2003.
	(6)	Mr. Poveda was issued 154,174 shares of Taskport stock, which Taskport valued at $1.00 per share, as compensation for his services from January 1 to December 31, 2004.

	(7)	Mr. Poveda was issued 75,650 shares of Taskport stock, which Taskport valued at $1.00 per share as compensation for his services from January 1, to December 31, 2003.
	(8)	Mr. Dabney commenced work in March 2005 and had no compensation for the years 2003 and 2004. Mr. Dabney was paid approximately $11,544 for the partial 2005 year. Beginning in 2006, he is paid at the rate of $150,000 per year.
	(9)	Mr. Starr commenced work in February 2006 and had no compensation for the years 2003, 2004 and 2005. Beginning in 2006, he is paid at the rate of $120,000 per year.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

There were no stock option grants made during the fiscal year ended December 31, 2005 to any of the Named Executive Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES

No Named Executive Officer had outstanding options at December 31, 2005.

EMPLOYMENT CONTRACTS

There are no employment agreements for any of the Named Executive Officers.

DIRECTOR COMPENSATION

We reimburse directors for travel and other out-of-pocket expenses incurred in attending Board meetings. We do not pay cash compensation to our directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 30, 2006 certain information with respect to the beneficial ownership of our voting securities by (i) any person (including any "group" as that term is used in Section 13 (d) (3) of the Exchange Act) known by us to be the beneficial owner of more than 5% of any class of our voting securities, (ii) each director, (iii) each of the Named Executive Officers, and (iv) all of our current directors and executive officers as a group.

Except as otherwise indicated below, we believe the persons whose names appear in the table above have sole voting and investment power with respect to all shares of stock shown as beneficially owned by them, subject to applicable community property laws.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned¹	Percentage of Shares Outstanding
Richard Lusk²	13,791,471	55.0%
Suyen Castellon²	13,791,471	55.0%
Reid Dabney	37,500	*
Daniel O’Shea	556,193	2.2%
Jean Pierre Poveda	556,193	2.2%
Oliver Starr	0	*
All executive offers and directors as a group (6 persons)	14,941,357	59.5%

*Less than 1%

¹ Beneficial ownership is determined in accordance with SEC rules, and includes any shares as to which the stockholder has sole or shared voting power or investment power and also any shares which the stockholder has the right to acquire within 60 days of the March 30, 2006, whether through the exercise or conversion of any stock option, convertible security warrant or other right.

² Includes a total of 13,791,471 shares held by the Lusk Family Trust. Richard Lusk and his wife, Suyen Castellon, are co-trustees of the trust.

Information Regarding Equity Compensation Plans

The following table sets forth information regarding the number of shares of our common stock that may be issued pursuant to our equity compensation plans or arrangements.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders	-0-		N/A	3,000,000
Equity compensation plans not approved by security holders	N/A		N/A	N/A

Total				3,000,000

ITEM 12. Certain Relationships and Related Party Transactions

As of December 31, 2001, Taskport consummated an agreement with Exteriorarts, Inc., a corporation controlled by Richard Lusk, pursuant to which Taskport acquired from Exteriorarts all technology, intellectual property, research and development, sample code and marketing material related to the business currently operated by Taskport in exchange for the issuance of 625,000 shares of Taskport’s common stock. Taskport also agreed to issue to Exteriorarts in the future one share of Taskport’s common stock for each dollar that Exteriorarts invested in or advanced to Taskport or paid to Taskport’s creditors on Taskport’s behalf. Since the date of the agreement through May 31, 2005, Exteriorarts advanced to Taskport or made payments to Taskport’s creditors on behalf of Taskport or provided consulting services to Taskport in the total amount of $2,470,638 and in consideration therefore, Taskport has issued to Exteriorarts a total of 2,470,638 shares of common stock. Since June 1, 2005, Exteriorarts loaned a total of $102,300 to Taskport which has been repaid. On June 30, 2005, Richard Lusk purchased 3,095,638 shares of Taskport’s common stock from Exteriorarts, Inc., which constituted all of the shares of Taskport’s common stock owned by Exteriorarts, Inc

Richard Lusk and/or Exteriorarts signed the lease of the facility Taskport formerly occupied and various leases for computer equipment used by Taskport.

Taskport issued a total of 812,500 shares of common stock to Richard Lusk as compensation in lieu of cash for his services through December 31, 2005.

In March, 2005, Taskport entered into an engagement agreement with CFO 911 pursuant to which CFO 911 agreed to provide services to Taskport including assistance in completing Taskport’s business plan and performing due diligence on Taskport’s financial projections for reasonableness and accuracy from a financial investor’s perspective. The Company agreed to pay CFO 911 a total of $10,000 for these services. The Company also engaged CFO 911 to perform other services, including assistance in connection with its proposed reverse merger with a company whose shares trade on the OTC Bulletin Board, for which CFO 911 was compensated in cash and received 75,000 shares of Taskport’s common stock. Reid Dabney, Foldera’s Chief Financial Officer, is associated with CFO 911.

Reid Dabney is the brother of Neil Dabney, who is associated with Brookstreet Securities Corporation, the managing dealer of our latest private placement.

Item 13. Exhibits

Exhibit		Description

2.1		Agreement and Plan of Merger dated February 6, 2006, by and among Expert Systems, Inc., EXSI Acquisition Corp and Taskport, Inc. (2)
3.1		Certificate of Incorporation of Expert Systems, Inc. as filed with the Nevada Secretary of State on April 16, 2002 (1)
3.2		Certificate of Amendment to the Certificate of Incorporation of Expert Systems, Inc. changing its name to Foldera, Inc. filed with the Nevada Secretary of State on February 13, 2006(2)
3.3		Bylaws (1)
4.1		Registration Rights Agreement dated August 15, 2005(2)

4.2		Warrant Agreement with Brookstreet Securities Corporation dated October 10, 2005 (2)
4.5		Trilogy Capital Warrant Agreement dated February 13, 2006 (3)
4.6		Form of Equity Performance Group Warrant dated February 13, 2006 *
4.8		Day and Campbell Warrant dated June 2005*
4.9		Form of Warrant issued to St. George and Carnagie dated May 31, 2005*
10.2		Form of Indemnification Agreement dated as of April 1, 2006.*
10.3		2005 Stock Option Plan (4)
10.4		Dash Consulting Agreement dated March 24, 2004*
10.5		CFO 911 Agreement dated March 7, 2005*
14.1		Code of Ethics*
21		List of subsidiaries*
99.1		Financial Statements of Taskport, Inc.*

* filed herewith

(1)	Incorporated by reference to registrant’s (predecessor) filing on Form SB-2 Registration Statement filed on September 2, 2004;

(2)	Incorporated by reference to registrant’s Form 8-K filed on February 13, 2006;

(3)	Incorporated by reference to registrant’s Form 8-K filed on March 7, 2006.

(4)	Incorporated by reference to registrant’s Form SB-2 filed on April 10, 2006, as amended.

ITEM 14. Principal Accountants Fees and Services

The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2005 and December 31, 2004 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

		December 31, 2005(1)	December 31, 2004(2)
(i)	Audit Fees	$52,500	NA
(ii)	Audit Related Fees	$ 0	NA
(iii)	Tax Fees	$ 0	NA
(iv)	All Other Fees	$ 0	NA
		$52,500

(1)	The audit fees billed during 2005 relates to the audit of the Company’s financial statements for the years ended December 31, 2004 and 2005, as well as a review of the previously filed September 30, 2004 and 2005 unaudited financial statements.

(2)	The Company was not audited during calendar year 2004; therefore, no fees were billed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the fifth day of April 2006.


	Foldera, Inc.

	By:	/s/ Richard Lusk
		Richard Lusk, CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ RICHARD LUSK _________________________________ Richard Lusk	President, Chief Executive Officer and Director (Principal Executive Officer)	April 5, 2006
/s/ REID DABNEY __________________________________ Reid Dabney	Chief Financial Officer (Principal Financial and Accounting Officer)	April 5, 2006

NEVADA	033-118799				20-0375035
(State or other jurisdiction of incorporation)	(Commission File Number)				(IRS Employer Identification No.)

17011 Beach Blvd, Huntington Beach California				92647
(Address of principal executive offices)				(Zip Code)

Advisor	CFO 911 will be the exclusive accounting and financial advisor (“Advisor”) responsible for completion of the project during the engagement (the “Agreement”).


Role	To work with the TASKPORT Inc. the (“Company”) to complete its business plan. Such assignments are delineated in the Scope Letter, which is a separate agreement. In addition, future assignments to be performed by CFO 911 are delineated in a separate agreement. Specific functions related to this assignment include, but are not limited to:

	Performing due diligence and work with the Company to prepare a “polished” private placement memorandum.


Term	1 month, with any extension as necessary and as agreed to by the Advisor and the Company.


Fees:	For advisory services performed compensation shall be as follows:

	$5,000 upon signing the agreement.

	$5,000 upon completion of the business plan.


Expenses	Reimbursement of all out-of-pocket expenses (including fees and disbursements of professionals such as legal counsel, if required).


Indemnification	Customary indemnification normally accorded to accounting and financial advisors shall hold harmless the Advisor from any losses, claims or damages resulting from the Advisor’s services. A separate indemnification agreement shall be executed in a form satisfactory to the Advisor.

	In the event the Advisor is called to testify, provide legal support or be a witness on behalf of the Company for any event at any time, all legal expenses and professional time will be reimbursed by the Company.

Arbitration	Any dispute between the Advisor and the Company regarding the construction or application of the Agreement and the related services will, upon a written request, be submitted to arbitration, and this arbitration shall comply with and be governed by the provisions of the American Arbitration Association and shall take place in Los Angeles, California. The prevailing party shall be entitled to attorney fees and costs incurred in connection with any such dispute.

Governing Law	This Agreement shall be governed by the laws of the State of California. Further, no change or modification of this Agreement shall be valid or binding unless such change or modification shall be in writing.

CFO 911	TASKPORT, Inc.


By:	By:
Name: Mr. Charles K. Dargan II	Name: Mr. Richard Lusk
Title: Principal	Title: Chief Executive Officer
Date: March 7, 2005	Date: March 7, 2005

FOLDERA, INC.
(Exact name of registrant as specified in its charter)

Expert Systems, Inc. 6900 E. Princess Drive #2176 Phoenix, Arizona 85054
(Former name or former address, if changed since last report.)

PART I
Item 1.	Description of Business	1
Item 2.	Description of Property	14
Item 3.	Legal Proceedings	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Management's Discussion and Analysis or Plan of Operation	16
Item 7.	Financial Statements	28
Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 8/A.	Controls and Procedures	29
Item 8/B.	Other Information	29
PART III
Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	29
Item 10.	Executive Compensation	31
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 12.	Certain Relationships and Related Transactions	34
Item 13.	Exhibits	35
Item 14.	Principal Accountants Fees and Services	36
Signatures

Table Of Contents

ETHICS ADMINISTRATOR	3
ACCOUNTING POLICIES	3
AMENDMENTS AND MODIFICATIONS OF THIS CODE	3
ANTI-BOYCOTT AND U.S. SANCTIONS LAWS	3
ANTITRUST AND FAIR COMPETITION LAWS	3
BRIBERY	4
COMPLIANCE WITH LAWS, RULES AND REGULATIONS	5
COMPUTER AND INFORMATION SYSTEMS	5
CONFIDENTIAL INFORMATION BELONGING TO OTHERS	5
CONFIDENTIAL AND PROPRIETARY INFORMATION	5
CONFLICTS OF INTEREST	6
CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS	7
DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE	8
DISCLOSURE POLICIES AND CONTROLS	8
ENVIRONMENT, HEALTH AND SAFETY	8
FILING OF GOVERNMENT REPORTS	8
FOREIGN CORRUPT PRACTICES ACT	8
INSIDER TRADING OR TIPPING	9
INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS	9
INVESTOR RELATIONS AND PUBLIC AFFAIRS	10
POLITICAL CONTRIBUTIONS	10
PROHIBITED SUBSTANCES	11
RECORD RETENTION	11
REPORTING VIOLATIONS OF THIS CODE	11
WAIVERS	11
CONCLUSION	11