UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




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




For
the quarterly period ended June 30, 2009




OR




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




For
the transition period from __________ to __________




Commission
File No. 000-52713




EXMOVERE
HOLDINGS, INC.


(Exact
Name of Registrant in its Charter)





Delaware
                20-8024018(State
      or Other Jurisdiction of
                (IRS
      EmployerIncorporation)
                Identification
      No.)





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 x
   No o





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 o No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            Smaller
      reporting company
            x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o   No
x





As of
July 29, 2009, there were 15,234,542 shares outstanding of the
registrant’s common stock.
















INDEX





PART I
      - FINANCIAL INFORMATIONItem
      1.
              Financial
      Statements (Unaudited)
              1CONSOLIDATED
      BALANCE SHEETS
              2CONSOLIDATED
      STATEMENTS OF OPERATIONS
              3CONSOLIDATED
      STATEMENTS OF CASH FLOWS
              4NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
              5Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              9Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              11Item
      4.
              Controls
      and Procedures
              11PART
      II - OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              13Item
      1A.
              Risk
      Factors
              13Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              13Item
      3.
              Defaults
      Upon Senior Securities
              13Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              13Item
      5.
              Other
      Information
              13Item
      6.
              Exhibits
              13























Item
1.       Financial Statements




Exmovere
      Holdings, Inc.Financial
      Statements(Unaudited)June
      30, 2009








1






Exmovere
      Holdings, Inc.Balance
      Sheet(Unaudited)as at June 30, 2009June
      30
                                          
                                          
                                          Dec
      31Assets
                                          
                                          2009
                                          
                                          
                                          2008$
                                          
                                          
                                          $Current
      AssetsCash
                                          
                                          
                                          16,825
                                          
                                          
                                          
                                          7916,825
                                          
                                          
                                          
                                          79Other
      Assets - Intangibles (Note 3 and Note 6)Technology
      Licenses
                                          
                                          
                                          22,504,50022,521,325
                                          
                                          
                                          
                                          79LiabilitiesCurrent
      LiabilitiesAccounts
      payable
                                          
                                          
                                          109
                                          
                                          
                                          
                                          183Due to
      shareholders
                                          
                                          
                                          0
                                          
                                          
                                          
                                          4,571109
                                          
                                          
                                          
                                          4,754Shareholders' EquityShare
      CapitalAuthorized35,000,000
      Shares with a par value of $0.001Issued15,234,542
      Shares
                                          
                                          
                                          15,235
                                          
                                          
                                          
                                          100Additional
      Paid-in capital
                                          
                                          
                                          22,701,699
                                          
                                          
                                          
                                          -Retained
      Earnings (deficit)
                                          
                                          
                                          (195,718
                                          )
                                          
                                          
                                          (4,775
                                          )22,521,216
                                          
                                          
                                          
                                          (4,675
                                          )22,521,325
                                          
                                          
                                          
                                          79




The
accompanying notes are an integral part of these financial
statements.
  2




Exmovere
      Holdings, Inc.
                        Statement
      of Operations
                        (Unaudited)
                        For the six months ended June 30,
      20093
      months
                      
                      
                      3
      months
                      
                      
                      6
      months
                      
                      
                      6
      monthsended
                      
                      
                      ended
                      
                      
                      ended
                      
                      
                      ended2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Revenue
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0ExpensesGeneral
      & Administrative
                      
                      
                      136,651
                      
                      
                      
                      215
                      
                      
                      
                      195,697
                      
                      
                      
                      334136,651
                      
                      
                      
                      215
                      
                      
                      
                      195,697
                      
                      
                      
                      334Income
      (loss) before Income tax
                      
                      
                      (136,651
                      )
                      
                      
                      (215
                      )
                      
                      
                      (195,697
                      )
                      
                      
                      (334
                      )Other
      income (expense)Extinguishment
      of shareholder payables
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,754
                      
                      
                      
                      -Total
      other income (expense)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,754
                      
                      
                      
                      -Income
      tax
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      Income (loss)
                      
                      
                      (136,651
                      )
                      
                      
                      (215
                      )
                      
                      
                      (190,943
                      )
                      
                      
                      (334
                      )Basic
      and diluted earnings per share
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (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.




3




Exmovere
      Holdings, Inc.
                        Statement
      of Cash Flows
                        (Unaudited)
                        For the six months ended June 30,
      20096
      months
                      
                      
                      6
      months2009
                      
                      
                      2008$
                      
                      
                      $CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income for the period
                      
                      
                      (190,943
                      )
                      
                      
                      (334
                      )Increase
      (Decrease) in Accounts Payable
                      
                      
                      (74
                      )
                      
                      
                      -Increase
      (Decrease) in Due to Shareholders
                      
                      
                      (4,571
                      )
                      
                      
                      334Net
      Cash Used on Operating Activities
                      
                      
                      (195,588
                      )
                      
                      
                      -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds from
      sale of Common Shares
                      
                      
                      212,334
                      
                      
                      
                      -Net
      Cash Provided by Financing Activities
                      
                      
                      212,334Net
      (Decrease) Increase in Cash and Cash Equivalents
                      
                      
                      16,746
                      
                      
                      
                      -Cash
      and Cash Equivalents at Beginning of Period
                      
                      
                      79
                      
                      
                      
                      79Cash
      and Cash Equivalents at end of Period
                      
                      
                      16,825
                      
                      
                      
                      79




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




4




Exmovere
Holdings, Inc.
  Notes
to Financial Statements
 June
30, 2009 and June 30, 2008
 
 
 1.
              Basis
      of Presentation
 
 Interim
Financial Statements
 The
accompanying unaudited condensed financial statements of Exmovere Holdings, Inc.
(the “Company”) have been prepared in accordance with accounting principles
generally accepted in the United States of America, pursuant to the rules and
regulations of the Securities and Exchange Commission.  These
financial statements do not include all information and notes required by
accounting principles generally accepted in the United States of America for
complete financial statements.  It is recommended that these interim
unaudited condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2008.
 
 In the
opinion of management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been
included.  Operating results for the three and six month periods ended
June 30, 2009 are not necessarily indicative of the results which may be
expected for any other interim periods or for the year ending December 31, 2009.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 these
estimates.
 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
  5
   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 March 31, 2009, the Company sold 51,134 common shares under
      a Rule 506 offering for total proceeds of
  $76,701.
 
 ·
              During
      the period  from April 1 to June 30, 2009, the Company sold
      80,408 common shares under a Rule 506 offering for total proceeds of
      $135,633.
 
 ·
              At
      June 30, 2009 the Company had 15,234,542 shares of common stock issued and
      outstanding.  The Company had 100,000 shares of common stock issued
      and outstanding at June 30, 2008.
 
 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
   6
  
 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 and services to be rendered 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.
   7
   
 Intangible
      Asset
                
                June
      30, 2009
                
                
                June30, 2008
                
                Amortization
      PeriodTechnology
      Licenses
                
                $
                22,504,500
                
                
                $
                0
                
                IndefiniteTotal
                
                $
                22,504,500
                
                
                $
                0
 7.
                  Basic
      and Diluted Earnings (Loss) Per Common
  Share
 Basic and
diluted earnings (loss) per share for the three months ended June 30, 2009 and
2008 were computed using 15,190,896 and 100,000 weighted average common shares
outstanding, respectively.Basic and diluted earnings (loss)
per share for the six months ended June 30, 2009 and 2008 were computed using
12,840,506 and 100,000 weighted average common shares outstanding,
respectively.   The Company does not have potentially dilutive
shares issued or outstanding.











8






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 and services to be rendered to the Company, the Company issued an
aggregate of 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.




9




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.




Results of
Operation




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




For the
three months ended June 30, 2009, we had $0 in revenue. Expenses for the three
months totaled $136,651 resulting in a loss of $136,651. Expenses of $136,651
for the three months consisted of $136,651 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.




Six Months Ended June 30,
2009 Compared to the Three Months Ended June 30, 2008




For the
six months ended June 30, 2009, we had $0 in revenue. Expenses for the six
months totaled $195,697.  Other income from extinguishments of
shareholder payables was $4,754, resulting in a loss of $190,943. Expenses of
$195,697 for the six months consisted of $195,697 for general and administrative
expenses.




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




Capital
Resources and Liquidity




As of
June 30, 2009 we had $16,825 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 $380,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not 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.




10




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
is 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.






11




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.  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 June 30, 2009. In
making this assessment, our 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 June 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






12







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





None.




Item
2.         Unregistered Sales of Equity
Securities and Use of Proceeds





During
the period ended June 30, 2009, the Company sold 80,408 common shares under a
Rule 506 offering for total proceeds of $135,633.  Pursuant to Rule
506, all shares purchased in the Regulation D Rule 506 offering completed in
June 2009 were restricted in accordance with Rule 144 of the Securities Act of
1933. In addition, each of these shareholders were either accredited as defined
in Rule 501 (a) of Regulation D promulgated under the Securities Act or
sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under
the Securities Act.





Item
3.         Defaults Upon Senior
Securities





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





Item
5.        Other Information





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





Item
6.         Exhibits





Exhibit
                      Number
                    Description of Document31.1
                    Rule 13a-14(a)/ 15d-14(a) Certification of David Bychkov, Principal
      Executive Officer and Chief Financial Officer of the
    Company.32.1
                    Certification Pursuant to 18 U.S.C. section 1350 of David Bychkov,
      Principal Executive Officer and Chief Financial Officer  of the
      Company.







13








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.Date:
      August 4, 2009
            By:
            /s/David
      BychkovPresident
      and Chief Executive Officer, Chief Financial Officer, Principal Executive
      Officer, Principal Accounting Officer