8-K 1 v043515_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
____________________________________________________________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
___________________________________________________________________
 
Date of Report (Date of earliest event reported): May 10, 2006
 
FOLDERA, INC.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
333-118799
20-0375035
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification No.)
   
17011 Beach Blvd.
92647
Huntington Beach, CA
(Zip Code)
(Address of principal executive offices)
  
 
Registrant's telephone number, including area code: (714) 766-8700
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR  240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR  240.13e-4(c)) 


CURRENT REPORT ON FORM 8-K

FOLDERA, INC.

May 15, 2006

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 10, 2006, the board of directors and holders of a majority of the outstanding shares of common stock of Foldera, Inc. approved (i) an increase in the number of authorized shares of common stock of Foldera from 100,000,000 shares to 250,000,000 shares (the “Share Increase”), and (ii) a 4-for-1 forward stock split of the outstanding shares of common stock of Foldera (the “Forward Stock Split”). Foldera amended its Articles of Incorporation (the “Amendment”) to effect the Share Increase and Forward Stock Split by filing a Certificate of Amendment with the Nevada Secretary of State on May 15, 2006, with the Forward Stock Split to be effective May 16, 2006. As a result of the Amendment, the number of outstanding shares of common stock of Foldera was increased from 25,118,330 shares to 100,445,320 shares of common stock. The Certificate of Amendment to the Articles of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Foldera issued a press release on May 16, 2006, announcing the Forward Stock Split, a copy of which is included as Exhibit 99.1 to this report and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
Description
   
3.1
Certificate of Amendment to the Articles of Incorporation.
   
99.1
Press Release of Foldera, Inc., issued on May 16, 2006.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  FOLDERA, INC.
 
 		  
 		  
 
Date: May 16, 2006 By:   /s/ Reid Dabney
  Name:
Reid Dabney
  Title:
Senior Vice President and Chief Financial Officer
 
 
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