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 March 31, 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
May19, 2009, there were 15,154,134 shares outstanding of the
registrant’s common stock.
 
 
 
 
 
 INDEX
 
 PART I
      - FINANCIAL INFORMATIONItem
      1.
                  Financial
      Statements (Unaudited)CONSOLIDATED
      BALANCE SHEETS
                  4CONSOLIDATED
      STATEMENTS OF OPERATIONS
                  5CONSOLIDATED
      STATEMENTS OF CASH FLOWS
                  6NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                  7Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  10Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  12Item
      4.
                  Controls
      and Procedures
                  12PART
      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
 
 
 -2-
  
 Item
1.      Financial Statements
    
 Exmovere
Holdings, Inc.
 Financial
Statements
 (Unaudited)
   March
31, 2009
        -3-
 Exmovere
      Holdings, Inc.Balance
      Sheet(Unaudited)as at March 31, 2009March
      31
                                        
                                        
                                        Dec
      312009
                                        
                                        
                                        2008AssetsCurrent
      AssetsCash
                                        
                                        $
                                        19,528
                                        
                                        
                                        $
                                        7919,528
                                        
                                        
                                        
                                        79Other
      Assets - Intangibles (Note 3 and Note 6)Technology
      Licenses
                                        
                                        
                                        22,504,500
                                        
                                        
                                        
                                        -$
                                        22,524,028
                                        
                                        
                                        $
                                        79LiabilitiesCurrent
      LiabilitiesAccounts
      payable
                                        
                                        $
                                        1,793
                                        
                                        
                                        $
                                        183Due to
      shareholders
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,5711,793
                                        
                                        
                                        
                                        4,754Shareholders' EquityShare
      CapitalAuthorized35,000,000 Shares with a par value of $0.001Issued15,154,134 Shares
                                        
                                        
                                        15,154
                                        
                                        
                                        
                                        100Additional
      Paid-in capital
                                        
                                        
                                        22,566,148Retained
      Earnings (deficit)
                                        
                                        
                                        (59,067
                                        )
                                        
                                        
                                        (4,775
                                        )22,522,235
                                        
                                        
                                        
                                        (4,675
                                        )$
                                        22,524,028
                                        
                                        
                                        $
                                        79
  The
accompanying notes are an integral part of these financial
statements.
 -4-
  Exmovere
      Holdings, Inc.
                          Statement
      of Operations
                          (Unaudited)
                          For the three months ended March 31,
      2009Three
      Months EndedMarch
      31,2009
                        
                        
                        2008Revenue
                        
                        $
                        -
                        
                        
                        $
                        -ExpensesGeneral
      & Administrative
                        
                        
                        59,046
                        
                        
                        
                        119Total
      expenses
                        
                        
                        59,046
                        
                        
                        
                        119Operating
      income (loss)
                        
                        
                        (59,046
                        )
                        
                        
                        (119
                        )Other
      income (expense)Extuinguishment
      of shareholder payables
                        
                        
                        4,754
                        
                        
                        
                        -Total
      other income (expense)
                        
                        
                        4,754
                        
                        
                        
                        -Income
      (loss) before provision for income taxes
                        
                        
                        (54,292
                        )
                        
                        
                        (119
                        )Provision
      for income tax
                        
                        
                        -
                        
                        
                        
                        -Net
      Income (loss)
                        
                        $
                        (54,292
                        )
                        
                        $
                        (119
                        )Basic
      and diluted earnings per share
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.00
                        )Weighted
      average shares outstanding
                        
                        
                        10,460,967
                        
                        
                        
                        100,000
 The
accompanying notes are an integral part of these financial
statements.
 -5-
  Exmovere
      Holdings, Inc.
                          Statement
      of Cash Flows
                          (Unaudited)
                          For the three months ended March 31,
      2009Three
      Months EndedMarch
      31,2009
                        
                        
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income (loss) for the period
                        
                        $
                        (54,292
                        )
                        
                        $
                        (119
                        )Adjustments
      to reconcile net income to net cashprovided (used)
      by operating activities:Extinquishment
      of shareholder payables
                        
                        
                        (4,754
                        )
                        
                        $
                        -Increase
      (Decrease) in Accounts Payable
                        
                        
                        1,793
                        
                        
                        
                        -Increase
      (Decrease) in Due to Shareholders
                        
                        
                        -
                        
                        
                        
                        119Net
      Cash Used on Operating Activities
                        
                        
                        (57,253
                        )
                        
                        
                        -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds from
      sale of Common Shares
                        
                        
                        76,701
                        
                        
                        
                        -Write
      off old payables and shareholder loan
                        
                        
                        -
                        
                        
                        
                        -Net
      Cash Provided by Financing Activities
                        
                        
                        76,701
                        
                        
                        
                        -Net
      (Decrease) Increase in Cash and Cash Equivalents
                        
                        
                        19,448
                        
                        
                        
                        -Cash
      and Cash Equivalents at Beginning of Period
                        
                        
                        79
                        
                        
                        
                        79Cash
      and Cash Equivalents at end of Period
                        
                        $
                        19,527
                        
                        
                        $
                        79
  
 The
accompanying notes are an integral part of these financial
statements.
 -6-
 Exmovere
Holdings, Inc.
  Notes
to Financial Statements
 March
31, 2009 and March 31, 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 month period ended March
31, 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
 
 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 No. 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:
   -7-
    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.
 
 ·
                At
      March 31, 2009 the Company had 15,154,134 shares of common stock issued
      and outstanding.  The Company had 100,000 shares of common stock
      issued and outstanding at March 31,
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
 
 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.
 
 -8-
  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 , the Company issued an
aggregate of 15,003,000 common shares as compensation for these licenses. Of
this total, 13,010,000 common shares were issued 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 FASB No. 142 "Goodwill and Other Intangible Assets". FASB
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, FASB 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 FASB
142.  At March 31, 2009, the Company determined that no impairment
exists.
 
 Intangible
      Asset
                          
                          March
      31, 2009
                          
                          
                          March31, 2008
                          
                          Amortization
      PeriodTechnology
      Licenses
                          
                          $
                          22,504,500
                          
                          
                          $
                          0
                          
                          IndefiniteTotal
                          
                          $
                          22,504,500
                          
                          
                          $
                          0
  -9-
  Item
2.   Management’s Discussion and Analysis of Financial Condition
and Results of Operations
 
 You
should read the following discussion and analysis of our financial condition and
plan of operations together with our financial statements and related notes
appearing elsewhere in this Quarterly Report.  Various statements have been
made in this Quarterly Report on Form 10-Q that may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may also be made in BlueFire’s other reports
filed with or furnished to the SEC and in other documents. In addition, from
time to time, BlueFire through its management may make oral forward-looking
statements. Forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from such statements. The
words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,”
“will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are
intended to identify forward-looking statements. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of the date on which they are made. BlueFire undertakes no obligation to
update or revise any forward-looking statements.
  PLAN
OF OPERATION
  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.
  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.
   
 -10-
  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
  For the
quarter ended March 31, 2009, we had $0 in revenue. Expenses for the period
totaled $59,046 resulting in a loss of $54,292. Expenses of $59,046 for the
period consisted of $59,046 for general and administrative
expenses.
  For the
period ended March 31, 2008, we had $0 in revenue. Expenses for the period
totaled $119 resulting in a loss of $119. Expenses of $119 for the period
consisted of $119 for general and administrative expenses.
  Capital
Resources and Liquidity
  As of
March 31, 2009 we had $19,527 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 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.
  -11-
  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.
  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 March 31, 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 March 31, 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
February 2009 to April 2009, the Company sold 94,634 common shares under a Rule
506 offering for total proceeds of $141,951.
 
 Item
3.      Defaults Upon Senior
Securities
 
 There
were no defaults upon senior securities during the period ended March 31,
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 March 31, 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 of the Company.32.1
                  Certification
      Pursuant to 18 U.S.C. section 1350 of David Bychkov, Principal Executive
      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:
      May 20, 2009
                By:
                /s/David
      BychkovPresident
                  and
      Chief Executive Officer,
                  Chief
      Financial Officer,
                  Principal
      Executive Officer,
                  Principal
      Accounting Officer