UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

or

 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to

Commission file number 000-52713



EXMOVERE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)



|                                  |                                     
|--------------------------------- | ------------------------------------
|Delaware                          | 20-8024018                          
|(State or other jurisdiction      | (I.R.S. Employer Identification No.)
|of incorporation or organization) |                                     



1600 Tysons Boulevard, 8th Floor

McLean, VA 22102

(Address of Principal Executive Offices)(Zip Code)

(703) 245-8513

(Registrants Telephone Number)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES þ   NO  ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES  ̈   NO  ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                       |                            
|---------------------------------------------------------------------- | ---------------------------
|Large accelerated filer  ̈                                              | Accelerated filer  ̈        
|Non-accelerated filer   ̈ (Do not check if a smaller reporting company) | Smaller reporting company þ



Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES  ̈  NO þ

As of November 12, 2009, there were 15,374,460 shares outstanding of the registrants common stock.









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INDEX



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART I.  FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
1
Consolidated Balance Sheets
1
Consolidated Statements of Operations
2
Consolidated Statements of Shareholders' Equity
3
Consolidated Statements of Cash Flows
4
Notes to Consolidated Financial Statements
5
Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
8
Item 3.Quantitative and Qualitative Disclosures About Market Risk
10
Item 4.Controls and Procedures
10
PART II.  OTHER INFORMATION
Item 1.Legal Proceedings
11
Item 1A.Risk Factors
11
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
11
Item 3.Defaults Upon Senior Securities
11
Item 4.Submission of Matters to a Vote of Security Holders
11
Item 5Other Information
11
Item 6.Exhibits
12







i



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PART I  FINANCIAL INFORMATION

Item 1.

Financial Statements

Exmovere Holdings, Inc.

Balance Sheet

(Unaudited)

as at September 30, 2009



|                                                 |  |              |            |             |   |        |  
|------------------------------------------------ |  | ------------ | ---------- | ----------- | - | ------ | -
|Assets                                           |  | Sept 30
2009 |            | Dec 31
2008 |  
|Current Assets                                   |  |              |            |             |   |       
|Cash                                             |  | $            | 328,318    |             | $ | 79     |  
|                                                 |  |              |            |             |   |        |  
|                                                 |  |              | 328,318    |             |   | 79     |  
|Other Assets - Intangibles (Note 3 and Note 6)   |  |              |            |             |   |        |  
|Technology Licenses                              |  |              | 22,504,500 |             |   |        |  
|                                                 |  |              |            |             |   |        |  
|                                                 |  |              | 22,832,818 |             |   | 79     |  
|                                                 |  |              |            |             |   |        |  
|Liabilities                                      |  |              |            |             |   |        |  
|Current Liabilities                              |  |              |            |             |   |        |  
|Accounts payable                                 |  |              | 13,013     |             |   | 183    |  
|Due to shareholders                              |  |              | 0          |             |   | 4,571  |  
|                                                 |  |              | 13,013     |             |   | 4,754  |  
|                                                 |  |              |            |             |   |        |  
|Shareholders' Equity                             |  |              |            |             |   |        |  
|Share Capital                                    |  |              |            |             |   |        |  
|Authorized                                       |  |              |            |             |   |        |  
|35,000,000 Shares with a par value of $0.001     |  |              |            |             |   |        |  
|                                                 |  |              |            |             |   |        |  
|Issued                                           |  |              |            |             |   |        |  
|15,374,460 Shares                                |  |              |            |             |   |        |  
|                                                 |  |              | 15,374     |             |   | 100    |  
|Additional Paid-in capital                       |  |              | 23,121,472 |             |   |      |  
|                                                 |  |              |            |             |   |        |  
|                                                 |  |              |            |             |   |        |  
|Accumulated deficit during the development stage |  |              | (317,041   | )           |   | (4,775 | )
|                                                 |  |              | 22,819,805 |             |   | (4,675 | )
|                                                 |  |              |            |             |   |        |  
|                                                 |  |              | 22,832,818 |             |   | 79     |  





The accompanying notes are an integral part of these financial statements.

1



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Exmovere Holdings, Inc.

Statement of Operations

(Unaudited)

For the nine months ended September 30, 2009



|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|-------------------------------------- |  | -------------- | ---------- | - | -------------- | - | ------- | -------------- |  | - | -------------- | - |  | --------------------------- | ------- | - |  | - | -------- | -
|                                       |  | 3 months
ended |            |   | 3 months
ended |   |         | 9 months
ended |  |   | 9 months
ended |   |  | From 
Inception
to Sept 30, |        
|                                       |  |                |            |   |                |   |         |                |  |  
|                                       |  | 2009           |            |   | 2008           |   |         | 2009           |  |   | 2008           |   |  | 2009                        |        
|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |        
|Revenue                                |  | $              | 0          |   |                | $ | 0       |                |  | $ | 0              |   |  | $                           | 0       |   |  | $ | 0        |  
|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|Expenses                               |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|General & Administrative               |  |                | 121,323    |   |                |   | 215     |                |  |   | 317,020        |   |  |                             | 334     |   |  |   | 321,795  |  
|                                       |  |                | 121,323    |   |                |   | 215     |                |  |   | 317,020        |   |  |                             | 334     |   |  |   | 321,795  |  
|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|Income (loss) before Income tax        |  |                | (121,323   | ) |                |   | (215    | )              |  |   | (317,020       | ) |  |                             | (334    | ) |  |   | (321,795 | )
|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|Other income (expense)                 |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|Extinguishment of shareholder payables |  |                |          |   |                |   |       |                |  |   | 4,754          |   |  |                             |       |   |  |   | 4,754    |  
|Total other income (expense)           |  |                |          |   |                |   |       |                |  |   | 4,754          |   |  |                             |       |   |  |   | 4,754    |  
|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|Income tax                             |  |                |          |   |                |   |       |                |  |   |              |   |  |                             |       |   |  |   |        |  
|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|Net Income (loss)                      |  |                | (121,323   | ) |                |   | (215    | )              |  |   | (312,266       | ) |  |                             | (334    | ) |  |   | (317,041 | )
|                                       |  |                |            |   |                |   |         |                |  |   |                |   |  |                             |         |   |  |   |          |  
|Basic and diluted earnings per share   |  | $              | (0.01      | ) |                | $ | (0.00   | )              |  | $ | (0.02          | ) |  | $                           | (0.00   | ) |  |   |          |  
|Weighted average shares outstanding    |  |                | 15,190,896 |   |                |   | 100,000 |                |  |   | 12,840,506     |   |  |                             | 100,000 |   |  |   |          |  





The accompanying notes are an integral part of these financial statements.

2



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Exmovere Holdings, Inc.

Statement of Shareholders' Equity

(Unaudited)

For the six months ended September 30, 2009

|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|------------------------------ |  | ------------ | ---------- |  | ------ | - | ------ | -------------------------- |  | - | -------------------------------------- | ----- |  | - | -------- | - |  | - | ---------- | -
|                               |  |              |            |  |        |   |        |                            |  |   | (Deficit)
During the
Development
Stage |       |  |   |         
|                               |  |              |            |  |        |   |        | Additional
Paid In
Capital |  |   |                                        |       |  |  
|                               |  | Common Stock |            |  |        |   |        |                            |  |  
|                               |  | Shares       |            |  | Amount |   |        |                            |  |   |                                        | Total | 
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |         
|Balance at December 18, 2006   |  |              |          |  |        | $ |      |                            |  | $ |                                      |       |  | $ |        |   |  | $ |          |  
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Balance at December 31, 2006   |  |              |          |  |        |   |      |                            |  |   |                                      |       |  |   |        |   |  |   |          |  
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Issuance of common stock       |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Issued for cash                |  |              | 100,000    |  |        |   | 100    |                            |  |   |                                      |       |  |   |          |   |  |   | 100        |  
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Net income (loss)              |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   | (21      | ) |  |   | (21        | )
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Balance at December 31, 2007   |  |              | 100,000    |  |        |   | 100    |                            |  |   |                                      |       |  |   | (21      | ) |  |   | 79         |  
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Net income (loss)              |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   | (4,754   | ) |  |   | (4,754     | )
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Balance at December 31, 2008   |  |              | 100,000    |  |        |   | 100    |                            |  |   |                                      |       |  |   | (4,775   | ) |  |   | (4,675     | )
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Issuance of common stock       |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Issued for technology licenses |  |              | 15,003,000 |  |        |   | 15,003 |                            |  |   | 22,489,497                             |       |  |   |          |   |  |   | 22,504,500 |  
|Issued for cash-1st quarter    |  |              | 51,134     |  |        |   | 51     |                            |  |   | 76,650                                 |       |  |   |          |   |  |   | 76,701     |  
|Issued for cash-2nd quarter    |  |              | 80,408     |  |        |   | 81     |                            |  |   | 135,552                                |       |  |   |          |   |  |   | 135,633    |  
|Issued for cash-3rd quarter    |  |              | 139,918    |  |        |   | 139    |                            |  |   | 419,773                                |       |  |   |          |   |  |   | 419,912    |  
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Net income (loss)              |  |              |          |  |        |   |      |                            |  |   |                                      |       |  |   | (312,266 | ) |  |   | (312,266   | )
|                               |  |              |            |  |        |   |        |                            |  |   |                                        |       |  |   |          |   |  |   |            |  
|Balance at Sept 30, 2009       |  |              | 15,374,460 |  |        | $ | 15,374 |                            |  | $ | 23,121,472                             |       |  | $ | (317,041 | ) |  | $ | 22,819,805 |  





The accompanying notes are an integral part of these financial statements.

3



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Exmovere Holdings, Inc.

Statement of Cash Flows

(Unaudited)

For the nine months ended September 30, 2009



|                                                     |  |               |          |   |               |  |      |                                 |  |  |          |  
|---------------------------------------------------- |  | ------------- | -------- | - | ------------- |  | ---- | ------------------------------- |  |  | -------- | -
|                                                     |  |               |          |   |               |  |      | From Inception
to Sept 30,
2009 | 
|                                                     |  | 9 months
2009 |          |   | 9 months
2008 |  |      |                                
|                                                     |  |               |          |   |               | 
|                                                     |  | $             |          |   | $             |  |      |                                 |  | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                |  |               |          |   |               |  |      |                                 |  | 
|Net Income for the period                            |  |               | (312,266 | ) |               |  | (334 | )                               |  |  | (317,041 | )
|Increase (Decrease) in Accounts Payable              |  |               | 12,830   |   |               |  |    |                                 |  |  | 109      |  
|Increase (Decrease) in Due to Shareholders           |  |               | (4,571   | ) |               |  | 334  |                                 |  |  |        |  
|Net Cash Used on Operating Activities                |  |               | (304,007 | ) |               |  |    |                                 |  |  | (316,932 | )
|                                                     |  |               |          |   |               |  |      |                                 |  |  |          |  
|                                                     |  |               |          |   |               |  |      |                                 |  |  |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                |  |               |          |   |               |  |      |                                 |  |  |          |  
|Proceeds from sale of Common Shares                  |  |               | 632,246  |   |               |  |    |                                 |  |  | 212,434  |  
|Net Cash Provided by Financing Activities            |  |               | 632,246  |   |               |  |    |                                 |  |  | 212,434  |  
|                                                     |  |               |          |   |               |  |      |                                 |  |  |          |  
|                                                     |  |               |          |   |               |  |      |                                 |  |  |          |  
|Net (Decrease) Increase in Cash and Cash Equivalents |  |               | 328,239  |   |               |  |    |                                 |  |  | (104,498 | )
|Cash and Cash Equivalents at Beginning of Period     |  |               | 79       |   |               |  | 79   |                                 |  |  |        |  
|                                                     |  |               |          |   |               |  |      |                                 |  |  |          |  
|Cash and Cash Equivalents at end of Period           |  |               | 328,318  |   |               |  | 79   |                                 |  |  | (104,498 | )



The accompanying notes are an integral part of these financial statements.

4



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Exmovere Holdings, Inc.

Notes to Financial Statements

September 30, 2009 and September 30, 2008



1.

Description of the Company and Summary of Significant Accounting Policies

Description of the Company

Exmovere Holdings, Inc., formerly known as Clopton House Corporation, (the Company) was formed on December 18, 2006.  The Companys name change was effective January 30, 2009.  The Company is seeking registration of its common stock in accordance with the Securities Exchange Act of 1934.  The Company currently has no operations or significant cash flows.

Basis of Accounting

The Companys policy is to prepare its financial statements on the accrual basis of accounting in accordance with generally accepted accounting principles.  Revenues are recognized when earned.  Expenses are recognized in the period in which they are incurred.  The Statement of Income and Retained Earnings presents the operations of the Company for the 3 months ended September 30, 2009 and September 30, 2008.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months of less to be cash equivalents.  Cash and cash equivalents are stated at cost which approximates fair market value.

Stock-Based Compensation Plans

The Company currently does not have any stock-based compensation plans.

Income Taxes

The Company recognizes income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the income tax effect of temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes.  Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities during the period.

Earnings (Loss) Per Share

The Company reports both basic earnings per share, which is based on the weighted average number of common shares outstanding, and diluted earnings per share, which is based on the weighted average number of common shares as well as all potentially dilutive common shares outstanding.  For the 3 months ended September 30, 2009 the Company did not have any potentially dilutive shares issued or outstanding.

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 at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Management believes that the estimates are reasonable.



5



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Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.  The Company maintains all of its cash balances with one financial institution.

Foreign Currency Translation

The Companys functional currency is the United Sates dollar and the reporting currency is the United States dollar.  Monetary assets and liabilities resulting from transactions with foreign suppliers and customers are translated at year end exchange rates while income and expense accounts are translated at average rates in effect during the year.  Gains and losses on translations are included in income.

2.

Going Concern

The accompanying financial statements have been prepared on the going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Currently, the Company has no operations, significant assets or cash flows.  The Companys continuation as a going concern is dependent on major shareholder funding and/or the Company entering into any share exchange agreement with a company who has sufficient resources.

3.

Common Stock

The Company is authorized to issue up to 35,000,000 shares of its common stock, par value $0.001 per share.

·

On March 13, 2007, the Company issued 100,000 common shares to Belmont Partners, LLC at $0.001 per share, or $100.

·

On January 28, 2009 the company issued 15,003,000 common shares as compensation for the Technology Licenses. The Company has adopted the valuation standards in FASB 141, paragraphs D2  D7 as the G.A.A.P. basis for valuing this transaction. This standard requires the Company to determine the fair value of the assets acquired. In order to determine this fair value, the Company must use either a 3rd party independent appraisal or the market value of the shares issued. These options lead us to 2 different valuations:

o

An appraised value of the License as determined by the appraisal done by Evans & Evans, Inc. dated March 31, 2008 (updated on March 27, 2009). This value places the licenses in a range of $27,100,000 to $28,600,000

o

The fair value of the shares issued, based upon the price new common shares were purchased from 3rd party investors. During the 60 day period immediately following the transfer of the licenses into Company, shares were sold at $1.50 per share. This would make the licenses worth 15,003,000 shares @ $1.50 per share or a total of $22,504,500.

·

The Company has adopted the lower of these amounts as their standard for the fair value of this transaction.

·

During the period to July 1 to September 30, 2009, the Company sold 139,918 common shares under a Rule 506 offering for total proceeds of $ 419,913

·

At September 30, 2009 the Company had 15,374,460 shares of common stock issued and outstanding.  The Company had 100,000 shares of common stock issued and outstanding at September 30, 2008.



6



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4.

Borrowings from Shareholder

During the year ended December 31, 2008, the Companys sole shareholder, Belmont Partners, LLC, advanced the Company $4,571 to fund expenses of the Company.  The agreement to sell control of the Company to BT2 International, Inc. required Belmont Partners, LLC to absorb this loan as part of the purchase price. The Company has written this loan off during the period.

5.

Transfer of Technology Licenses

On January 28, 2009, the company entered into a Common Stock Purchase Agreement (the Agreement) with BT2 International, Inc. and Belmont Partners, LLC, whereby Belmont Partners, LLC, as sole shareholder, would sell 100,000 shares of common stock of the Company for $50,000.  In addition, Belmont Partners, LLC will receive a three percent (3%) common stock shares position in the Company.  The Position shall be based on the capital structure of the Company after Vend-In of I.P., as defined in the Agreement. Concurrent with the Agreement, the sole Director, President and Secretary, who is also the managing partner of Belmont Partners, LLC, resigned as Director, President and Secretary of the Company, and David Bychkov was appointed as a Director, President and Secretary of the Company.

On January 28, 2009, the Companys Board of Directors approved the transfer of technology licenses (the Licenses) from BT2 International to Exmovere Holdings, Inc.  In exchange for the Licenses to the Company, the Company issued an aggregate of 15,003,000 common shares as compensation for these licenses. Of this total, 13,010,000 common shares to BT2 International, David Bychkov, Cheyenne Crow and Robert Doornick.   This transfer provides Exmovere Holdings, Inc. with the exclusive world rights to the technologies developed by Exmovere, LLC, Exmocare, LLC and Exmogate LLC and include: (1) Wireless-enabled and other biosensor wristwatches to simultaneously detect and continuously monitor heart rate, heart rate variability, skin conductance, skin temperature, relative movement and other vital signs; (2)a biosensor enhanced steering wheel to simultaneously detect and continuously monitor electrocardiogram, galvanic skin response, skin temperature and relative movement; (3)a biosensor enhanced turnstile to detect galvanic skin response, skin temperature and torque; (4) a biosensor enhanced PC mouse to detect heart rate, galvanic skin 
response, skin temperature and relative movement; (5) System to detect human emotions from the above mentioned wristwatch, above mentioned steering wheel, above mentioned turnstile, above mentioned mouse, or a combination of other biosensors; and (6) System to process physiological, emotional and hardware-related alerts through the internet, cellular networks and other media.   In addition, the Company will place 5% of all gross revenue from the sale of products and 10% of all gross revenues from monitoring and/or the sale or services, into a royalty pool. Payments from this royalty pool shall be made to the parties named in the license agreement.

6.

Intangible Assets

The Company has adopted the FASB Accounting Handbook Section 142 "Goodwill and Other Intangible Assets". Section 142 requires, among other things, that companies no longer amortize goodwill or intangible assets, but instead test goodwill or intangible assets for impairment at least annually.  In addition, Section 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life.  An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance of Section 142.



|                    |  |                     |  |                   |  |                    
|------------------- |  | ------------------- |  | ----------------- |  | -------------------
|Intangible Asset    |  | September 30,
 2009 |  | September30,
2008 |  | Amortization Period
|Technology Licenses |  | $22,504,500         |  | $0                |  | Indefinite         
|Total               |  | $22,504,500         |  | $0                |  |                    





7



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7.

Property, Plant and Equipment

The Company has adopted a policy for recording the cost and amortization of property, plant and equipment, as follows:

Property, plant and equipment are recorded at cost. When assets are replaced or disposed of, the cost and accumulated depreciation are removed from the accounts and the gains or losses are recognized in the period realized. Repairs and maintenance costs are expensed as incurred. Amortization is provided over the useful lives using the following methods and annual rates:

|                              |                              
|----------------------------- | -----------------------------
|Computer equipment            | - 30% declining balance basis
|Computer software (purchased) | - 30% declining balance basis
|Furniture & fixtures          | - 20% declining balance basis



Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Our Business

We plan to acquire, develop and market biosensor and emotion detection technologies and to integrate existing, profitable businesses, with a focus on healthcare, security, and transportation. The Company's core assets are related to biosensor wristwatches, biosensor turnstiles, emotion detection algorithms and related technologies, originally developed by David Bychkov, Exmovere LLC, Exmocare LLC, Exmogate LLC and BT2 International.

The wristwatches, called the Exmocare Telepath and Exmocare Empath respectively, are intended for mass production and sale to mature adults who need assistance with their daily living and could benefit from the Empath's ability to monitor their own vital signs on a regular basis and the Telepath's ability to transmit data by Bluetooth. In the case of the Telepath, the vital sign results will be monitored by security companies, phone companies, etc. These data will be assessed by the computers that receive the signals, and then that monitor/computer will determine what type of corrective action may be needed on a patient-by-patient basis.

The Exmogate turnstile is a biosensor-enhanced portal device that detects hostility, ensures guard vigilance, and, when required, can block entry. It is intended for development, mass production and sale to government agencies, military bases, foreign embassies and governments, airports and train stations, sports arenas and corporate buildings.

The company also controls intellectual property related to the detection of human emotions from vital sign data collected by biosensors, either embedded or worn. These emotion detection algorithms can be used to detect: like, dislike, stress, relaxation, anger, depression and a multitude of other human emotional states with at least 85% accuracy as compared to self-reporting by test subjects.

Plan of Operations

The mission of the Company is to acquire, develop and market biosensor and emotion detection technologies and to integrate existing, profitable businesses, with a focus on healthcare, security, and transportation. The Company's core assets are related to biosensor wristwatches, biosensor turnstiles, emotion detection algorithms and related technologies, originally developed by David Bychkov, Exmovere LLC, Exmocare LLC, Exmogate LLC and BT2 International.

On January 28, 2009, the Companys Board of Directors approved the transfer of technology licenses from BT2 International to the Company. In exchange for the Licenses transferred to the Company, the Company issued an aggregate of 15,003,000 common shares to BT2 International, David Bychkov, Cheyenne Crow and Robert



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Doornick. This transfer provides Exmovere Holdings, Inc. with the exclusive world rights to the technologies developed by Exmovere, LLC, Exmocare, LLC and Exmogate LLC and include:

1.

Wireless-enabled and other biosensor wristwatches to simultaneously detect and continuously monitor heart rate, heart rate variability, skin conductance, skin temperature, relative movement and other vital signs.

2.

A biosensor enhanced steering wheel to simultaneously detect and continuously monitor electrocardiogram, galvanic skin response, skin temperature and relative movement.

3.

A biosensor enhanced turnstile to detect galvanic skin response, skin temperature and torque.

4.

A biosensor enhanced PC mouse to detect heart rate, galvanic skin response, skin temperature and relative movement.

5.

System to detect human emotions from the above mentioned wristwatch, above mentioned steering wheel, above mentioned turnstile, above mentioned mouse, or a combination of other biosensors.

6.

System to process physiological, emotional and hardware-related alerts through the internet, cellular networks and other media.

In addition, the Company will place 5% of all gross revenue from the sale of products and 10% of all gross revenues from monitoring and/or the sale or services, into a royalty pool. Payments from this royalty pool shall be made to the parties named in the license agreement.

Limited Operating History

We were formed in December 2006 and we have limited operations upon which an evaluation of our company and our prospects can be based. There can be no assurance that our management will be successful in completing our product development programs, implementing the corporate infrastructure to support operations at the levels called for by our business plan.

Results of Operation

Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008

For the three months ended September 30, 2009, we had $0 in revenue. Expenses for the three months totaled $121,323 resulting in a loss of $121,323. Expenses of $121,323 for the three months consisted of $121,323 for general and administrative expenses.

For the three months ended June 30, 2008, we had $0 in revenue. Expenses for the three months totaled $215 resulting in a loss of $215. Expenses of $215 for the three months consisted of $215 for general and administrative expenses.

Nine Months Ended September 30, 2009 Compared to the Nine Months Ended June 30, 2008

For the Nine Months ended September 30, 2009, we had $0 in revenue. Expenses for the Nine Months totaled $317,020 resulting in a loss of $317,020. Expenses of $317,020 for the Nine Months consisted of $312,266 for general and administrative expenses.

For the Nine Months ended June 30, 2008, we had $0 in revenue. Expenses for the Nine Months totaled $334 resulting in a loss of $334. Expenses of $334 for the Nine Months consisted of $334 for general and administrative expenses.

Capital Resources and Liquidity

As of September 30, 2009 we had $328,318 in cash.

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our plan of operations is subject to attaining adequate revenue or financing. We cannot assure investors that we will generate the revenues needed or that additional financing will be available. In the absence of attaining adequate revenue or additional financing, we may be unable to proceed with our plan of operations.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $150,000. We do not anticipate the purchase or sale of any significant equipment. We also do not



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expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

The Companys financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statement

Our significant accounting policies are summarized in Note 1 of our financial statements. While all of these significant accounting policies impact the Companys financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our financial position or liquidity, results of operations or cash flows for the periods presented.

Off Balance Sheet Transactions

We have no off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our management is Our Chief Executive Officer and Chief Financial Officer who are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control.



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Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of September 30, 2009. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, Our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2009, our internal control over financial reporting was effective.

(b) Changes in Internal Control over Financial Reporting.  There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

LACK OF SEGREGATION OF DUTIES

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.

Risk Factors

Not Applicable

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Equity transactions for the nine months ended September 30, 2009 are incorporated by reference to Part 1  Financial Information  Notes to the Financial Statements. Note 3 Common Stock.

Item 3.

Defaults Upon Senior Securities

There were no defaults upon senior securities during the period ended September 30, 2009.

Item 4.

Submission of Matters to a Vote of Security Holders

There were no matters submitted for a vote of our security holders during the period ended September 30, 2009.

Item 5

Other Information

There is no other information required to be disclosed under this item which was not previously disclosed.



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Item 6.

Exhibits

|               |  |                                                                                                               
|-------------- |  | --------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Document                                                                                       
|31.1           |  | Rule 13a-14(a)/ 15d-14(a) Certification of David Bychkov, Principal Executive Officer of the Company.         
|31.2           |  | Rule 13a-14(a)/ 15d-14(a) Certification of David Bychkov, Principal Financial Officer of the Company.         
|32.1           |  | Certification Pursuant to 18 U.S.C. section 1350 of David Bychkov, Principal Executive Officer of the Company.
|32.2           |  | Certification Pursuant to 18 U.S.C. section 1350 of David Bychkov, Principal Financial Officer of the Company.





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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| |                         |                                                                                                                                            
| | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
| | EXMOVERE HOLDINGS, INC.
| |                         |                                                                                                                                            
| |                         |                                                                                                                                            
| | By:                     | /s/ DAVID BYCHKOV                                                                                                                          
| |                         | David Bychkov
President and Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, and Principal Accounting Officer
| |                        

Date:  November 16, 2009





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